Corporate Resolution Agreement

Corporate Resolution Agreement

This Corporate Resolution Agreement (the Agreement) is made and entered into as of Effective Date: by and between Corporation Name: , a corporation organized under the laws of State of Incorporation: with principal place of business at (the Corporation), and Counterparty Name: (the Counterparty).

Recitals

WHEREAS, the board of directors of the Corporation convened a duly called meeting (or took action by unanimous written consent) at which a quorum was present and acting throughout to consider and approve the matters described herein; and

WHEREAS, the Corporation desires to authorize certain officers to negotiate, execute and deliver documents and to take such incidental actions as are necessary to effectuate the transactions set forth in this Agreement; and

WHEREAS, the Counterparty is willing to rely upon the representations, authorizations and undertakings set forth in this Agreement in entering into the transaction described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Resolution and Authority

The Board of Directors hereby adopts the following resolution authorizing the Corporation to enter into the transaction described in Section 2 and to take all actions necessary or desirable to effectuate such transaction. The officers and agents of the Corporation are authorized and empowered, in the name and on behalf of the Corporation, to execute, acknowledge and deliver any and all documents and instruments and to do and perform any acts necessary to consummate the transactions described in this Agreement.

2. Authorized Transaction

The Corporation is authorized to enter into the following transaction(s) with the Counterparty, subject to the terms and conditions set forth in this Agreement:

3. Designation of Authorized Persons

The following officers and agents are hereby designated, authorized and empowered to act on behalf of the Corporation in respect of the matters authorized by this Agreement:

4. Execution of Documents

Any officer authorized herein may execute and deliver on behalf of the Corporation all agreements, certificates, acknowledgments and other instruments and documents necessary or convenient to consummate the authorized transaction. Each act of any such officer is ratified and confirmed as the act and deed of the Corporation.

5. Representations and Warranties

The Corporation represents and warrants to the Counterparty that: (a) the Corporation is duly organized, validly existing and in good standing under the laws of the state identified in this Agreement; (b) the Board has full power and authority to adopt this resolution and to authorize the actions described herein; and (c) the execution, delivery and performance of the documents contemplated by this Agreement have been duly authorized and do not violate applicable law, the Corporation's charter or bylaws, or agreements binding on the Corporation.

6. Indemnification

The Corporation agrees to indemnify and hold harmless the Counterparty and its agents from and against any losses, liabilities, claims or expenses arising from any breach of the Corporation's representations or from any act or omission outside the authority granted by this Agreement, except to the extent caused by the Counterparty's gross negligence or willful misconduct.

7. Notices

All notices, demands or communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses specified below or to such other address as either party designates by notice to the other.

8. Meeting or Consent Details

Meeting Type: Special Meeting Written Consent Annual Meeting

Meeting Date:   Meeting Location:

9. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision will be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument. Signatures delivered by electronic transmission will be deemed original signatures for all purposes.

10. Governing Law; Entire Agreement; Severability

This Agreement will be governed by and construed in accordance with the laws of the State of Incorporation without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not affect the remainder of this Agreement, which will remain in full force and effect.

11. Certification by Secretary

I hereby certify that the foregoing resolutions are true and correct, that they were duly adopted in accordance with the bylaws and articles of incorporation of the Corporation, and that such resolutions remain in full force and effect as of the Effective Date.

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