Corporate Incorporation Resolution

CORPORATE INCORPORATION RESOLUTION

This Corporate Incorporation Resolution (the "Resolution") is adopted by the Incorporator and initial authorized representative of the corporation identified below on the date set forth herein. Corporation Name: State of Incorporation: Date of Incorporation:

Incorporator Name: Principal Office:

Registered Agent: Registered Office:

RECITALS

WHEREAS, the Incorporator named above has caused Articles of Incorporation to be filed in the office of the appropriate state authority, thereby forming a corporation under the laws of the state specified above; and

WHEREAS, the Incorporator desires to adopt initial corporate governance measures, appoint an initial board of directors and officers, authorize the issuance of shares, designate a registered agent and registered office, and take such other actions as are necessary or advisable to commence the business of the corporation; and

WHEREAS, the actions set forth in this Resolution are in the best interests of the corporation and are intended to effectuate the corporate formation and organization.

NOW, THEREFORE, BE IT RESOLVED

1. Organization and Adoption of Bylaws. The Incorporator hereby adopts the Bylaws of the corporation in the form presented to and considered by the Incorporator. The Bylaws shall govern the internal affairs of the corporation until amended by the board of directors or shareholders in accordance with applicable law and the Bylaws.
2. Initial Directors. The following persons are hereby appointed as the initial directors of the corporation to serve until the first annual meeting of shareholders or until their successors are duly elected and qualified:
3. Appointment of Officers. The board of directors (or incorporator pending initial board action) hereby appoints the following officers, each to serve at the discretion of the board and to exercise the powers and duties set forth in the Bylaws:
4. Authorization to Issue Shares. The Incorporator authorizes issuance of shares of the corporation as required by the Articles of Incorporation and as described below. Such issuance shall be evidenced by certificates or in book-entry form and shall be subject to applicable securities laws and any restrictions in the Articles.
5. Registered Agent and Office. The registered agent and registered office of the corporation are as stated above. The Incorporator authorizes any officer to execute and file such documents as are necessary to effectuate the appointment or change of a registered agent or office.
6. Banking and Authorized Signatories. The officers named above are each authorized to establish bank accounts, endorse checks, enter into contracts, and execute instruments on behalf of the corporation within the ordinary course of business. The following persons are designated as authorized signatories for banking and contract purposes:
7. Filing and Ratification. The Incorporator authorizes any officer or agent of the corporation to prepare, execute and deliver all documents, instruments and certificates, and to take all actions necessary to effectuate the incorporation, organization and commencement of the corporation's business, including but not limited to filing required forms with the appropriate state authorities and obtaining employer identification and other registrations as required by law.
8. Effective Time. This Resolution shall be effective as of the date the Incorporator signs below, and shall be entered into the corporate minute book and remain in full force and effect until modified or rescinded by the board of directors or by action of the shareholders as required by law.

NOTICES

Notices to Corporation

Notices to Incorporator/Representative

MISCELLANEOUS PROVISIONS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the state of incorporation without regard to its conflict of laws provisions.

Entire Agreement: This Resolution, together with the Articles of Incorporation and the Bylaws, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, commitments and understandings, whether oral or written, between the parties relating thereto.

Severability: If any provision of this Resolution is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the parties shall endeavor in good faith to substitute for the invalid provision a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

Amendments; Waiver: This Resolution may be amended or modified only by a written instrument executed by the party or parties entitled to vote or act with respect to the subject matter of the amendment. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party granting the waiver.

Counterparts: This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means, including facsimile or electronic transmission of a scanned signature page, shall be effective for all purposes.

CERTIFICATION

The undersigned certifies that he or she is the Incorporator or duly authorized representative of the Incorporator of the corporation named above, that the Incorporator has executed this Resolution, and that the matters set forth herein were adopted and authorized as of the date below.

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