.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ABC PRIVATE LIMITED HELD ON __________ AT ______ A.M./P.M. AT THE REGISTERED OFFICE OF THE COMPANY

Approval for Formation of Liquidity Trust for Shareholders

The Chairman informed the Board that in order to provide liquidity opportunities to the shareholders of the Company, it is proposed to implement a Liquidity Program through formation of a trust. The draft Trust Deed proposed to be executed for the said purpose was placed before the Board for its consideration and approval and the same had been circulated along with the agenda papers.

The Board discussed the matter in detail and after due deliberations, the following resolutions were passed unanimously:

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary, consent of the Board be and is hereby accorded for implementation of a Liquidity Program for the shareholders of the Company through formation of a trust to be known as ‘ABC Shareholders Liquidity Trust’ or such other name as may be approved by the concerned authorities.

RESOLVED FURTHER THAT the draft Trust Deed as placed before the meeting and initialled by the Chairman for the purpose of identification be and is hereby approved and Mr./Ms. XYZ, Director of the Company, be and is hereby authorised to finalise the terms of the Trust Deed and to execute, sign and deliver the same and all other agreements, deeds, writings and documents as may be necessary in connection with formation, registration and administration of the said trust.

RESOLVED FURTHER THAT Mr./Ms. XYZ, Director, be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient for giving effect to this resolution including making applications, filings, representations before statutory authorities, appointment of consultants, advisors or professionals and delegation of powers as may be required.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to issue certified true copies of the foregoing resolutions to any person or authority as may be required.”