Investment Resolution Agreement

INVESTMENT RESOLUTION AGREEMENT

This Investment Resolution Agreement (the Agreement) is entered into as of by and between Company Name: a organized under the laws of with its principal place of business at , and Investor Name: a organized under the laws of with its principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, the Company seeks to obtain financing to fund its operations and the Investor is willing to make an equity or debt investment in the Company upon the terms and conditions set forth in this Agreement;

WHEREAS, the board of directors (or members) of the Company has duly considered and determined that the proposed investment is advisable and in the best interests of the Company; and

WHEREAS, the Parties desire to set forth in writing the resolution adopted by the Company authorizing the investment and the principal terms and conditions upon which the Investor will make the investment.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, and intending to be legally bound, the Parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"Investment Amount" means .

"Securities" means the to be issued to Investor in exchange for the Investment Amount.

2. CORPORATE RESOLUTION; AUTHORIZATION

The board of directors (or members) of the Company hereby adopts the following resolution: The Company is authorized to accept the Investment Amount from the Investor and to issue the Securities on the terms described in this Agreement. The officers of the Company are authorized and directed to execute, deliver and perform such instruments and documents and take such actions as may be necessary or desirable to effectuate the investment and to carry out the intent of this Agreement.

3. INVESTMENT TERMS

3.1 Purchase. Subject to the terms and conditions of this Agreement, the Investor shall invest the Investment Amount in exchange for the Securities at a purchase price of .

3.2 Payment. Payment of the Investment Amount shall be made by wire transfer or other immediately available funds to the Company on or before the Closing Date, subject to the satisfactory completion of the Conditions Precedent set forth in Section 4.

Closing Date: .

4. CONDITIONS PRECEDENT

The obligations of the Parties at Closing are subject to the satisfaction or waiver of the following conditions precedent:

(a) all corporate approvals, consents and authorizations of the Company and the Investor necessary to consummate the transactions contemplated hereby shall have been obtained and shall be in full force and effect;

(b) the delivery to the Investor of certificates, incumbency certificates, good standing certificates and any other documents reasonably requested to evidence the authority of the Company and the accuracy of the Company’s representations and warranties; and

(c) no law, injunction or governmental order prohibiting the transactions shall be in effect and no material adverse change in the business, operations or prospects of the Company shall have occurred.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Company. The Company represents and warrants to the Investor that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation enforceable against the Company in accordance with its terms; (iii) the issuance of the Securities has been duly authorized and, when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and (iv) to the Company’s knowledge, there is no pending or threatened action that would prevent consummation of the transactions contemplated by this Agreement.

5.2 Representations and Warranties of the Investor. The Investor represents and warrants to the Company that: (i) it has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized, executed and delivered by the Investor and constitutes a valid and binding obligation enforceable against the Investor in accordance with its terms; and (iii) the Investor is acquiring the Securities for investment for its own account and not with a view to the public distribution thereof, except as disclosed to the Company.

6. COVENANTS

6.1 Use of Proceeds. The Company shall use the proceeds of the Investment Amount for the purposes described to the Investor and in compliance with applicable law.

6.2 Compliance. Each Party shall comply with all applicable laws, regulations and orders applicable to the performance of its obligations under this Agreement.

7. INDEMNIFICATION

Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by the Indemnifying Party in this Agreement, except to the extent such losses arise from the gross negligence or willful misconduct of the Indemnified Party.

8. CONFIDENTIALITY

Except as required by law or regulatory authority, each Party shall maintain in confidence and not disclose to any third party any nonpublic information received from the other Party in connection with this Agreement. Permitted disclosures include those to legal, financial and other advisors on a need-to-know basis provided such recipients are bound by confidentiality obligations at least as protective as those set forth herein.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth below (or to such other address as either Party may designate by notice to the other):

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default of the same or similar nature.

11. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one and the same instrument. Signature by electronic or facsimile transmission shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

13. MISCELLANEOUS

The Parties shall use commercially reasonable efforts to consummate the transactions contemplated by this Agreement as promptly as practicable. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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