Financial Designated Auditor Resolution

FINANCIAL DESIGNATED AUDITOR RESOLUTION

Meeting and Recitals

At a meeting of the Board of Directors of duly held on at , the following resolution was proposed and adopted.

WHEREAS the Board has determined that it is advisable and in the best interests of the Company to retain an independent registered public accounting firm or licensed certified public accountant to conduct audits, reviews, or agreed-upon procedures of the Company's financial statements and internal controls for the periods and scope set forth below; and

Designation of Auditor

RESOLVED, that the Board of Directors hereby designates and appoints the above-named auditor to act as Financial Auditor of the Company to perform the audit and related services for the period commencing through (the "Engagement Period"), subject to the terms and conditions set forth herein.

Scope, Standards and Reporting

It is further RESOLVED that the engagement shall be conducted in accordance with applicable professional standards, including generally accepted auditing standards and auditing standards generally applicable to entities of the Company's type, and in compliance with all applicable laws and regulatory requirements. The auditor shall provide such reports, findings, and recommendations to the Board of Directors and the Audit Committee as required by the engagement letter and by applicable professional standards.

Authority and Duties

RESOLVED, that , with title , is hereby authorized on behalf of the Company to:

• Execute and deliver an engagement letter or agreement with the designated auditor consistent with this resolution;
• Negotiate and approve the scope, fees, and schedules for services subject to Board-approved budgets;
• Provide access to the Company's books, records, personnel, facilities and systems as reasonably requested by the auditor for the performance of the engagement;
• Receive and respond to audit reports, management letters, and recommendations, and present same to the Board or its committees.

Independence, Confidentiality, and Liability

RESOLVED, that the auditor must maintain independence from the Company consistent with applicable professional and regulatory standards. The auditor shall maintain confidentiality of non-public information obtained in the course of the engagement and shall use such information solely for the purposes of performing audit services, except to the extent disclosure is required by law or professional standards.

RESOLVED, that the Company shall indemnify and hold harmless the auditor to the extent permitted by law, subject to the terms of the engagement letter, and that the authorized officer may negotiate such indemnity and limitation of liability provisions as they deem necessary and appropriate.

Term, Amendment and Termination

RESOLVED, that the engagement shall commence on the Engagement Period start date above and continue until the engagement is completed or this appointment is earlier terminated by the Board. The Board reserves the right to amend or revoke this designation at any time by further resolution.

Certification

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Company in accordance with the bylaws and the laws governing the Company, and that such resolution is in full force and effect as of the Effective Date set forth herein.

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