Legal Amendment Resolutions

LEGAL AMENDMENT RESOLUTIONS

This Legal Amendment Resolutions is made as of by and between Company Name: , having its principal place of business at , and Counterparty Name: , having its principal place of business at .

RECITALS

WHEREAS, the parties entered into an agreement entitled "" dated (the "Original Agreement");

WHEREAS, the Board of Directors, authorized committee, or authorized representatives of the parties have determined that certain amendments to the Original Agreement are necessary to reflect mutual agreements, correct errors, or update provisions to conform with current practices;

WHEREAS, the parties desire to memorialize the specific amendments by adopting these resolutions and authorizing the execution and delivery of an amendment instrument in the form described herein.

NOW, THEREFORE, BE IT RESOLVED

The parties hereby adopt the following resolutions and agree that the Original Agreement shall be amended as set forth below, effective as provided in Section 3.

1. AMENDMENTS

The Original Agreement is hereby amended in the following respects. The amendments set forth below are intended to modify only those provisions expressly identified; all other terms of the Original Agreement shall remain in full force and effect except as expressly modified by this Resolution.

Amendment to Articles of Organization/Incorporation
Amendment to Bylaws or Governance Provisions
Amendment to Agreement Terms and Conditions

2. EFFECT OF AMENDMENT

Upon the Effective Date (as defined in Section 3), the provisions set forth in the Amendment Description shall amend and supersede the corresponding provisions of the Original Agreement. In the event of any conflict between the terms of this Resolution or the executed amendment document and the Original Agreement, the terms of the amendment document shall govern to the extent of such conflict.

3. EFFECTIVE DATE

The amendments described herein shall become effective on (the "Effective Date"), or such other date as may be specified in the executed amendment instrument.

4. AUTHORIZATION AND EXECUTION

The undersigned officers and authorized representatives of the parties are authorized and directed to prepare, execute, deliver, and file on behalf of the respective party any and all documents, instruments and certificates and to take such other actions as such officer or representative deems necessary or advisable to effectuate the amendments and to carry out the intent of these resolutions.

5. RATIFICATION

All prior actions taken by the officers, managers, directors, agents or representatives of each party in connection with the matters contemplated by these resolutions are hereby ratified, confirmed and approved in all respects.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that as of the date hereof: (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform its obligations under the amendment instrument; and (c) the person executing the amendment on its behalf is fully authorized to do so.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Resolution shall be in writing and delivered to the addresses provided below or such other address as a party may designate by written notice to the other party in accordance with this Section.

8. GOVERNING LAW

This Resolution and any amendment documents executed pursuant hereto shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT

This Resolution, together with the executed amendment instrument(s) and the Original Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Resolution or the amendment instrument is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. AMENDMENTS; WAIVER

Any amendment to or waiver of any provision of this Resolution must be in writing and executed by both parties. No failure or delay by any party in exercising any right under this Resolution shall operate as a waiver of that right.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Resolution may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic facsimile, portable document format or other electronic means shall be deemed original signatures for all purposes.

13. CERTIFICATION

The undersigned certify that the foregoing resolutions were duly adopted in accordance with the organizational documents and applicable law and that the persons signing below are authorized to execute the amendment and related documents on behalf of their respective parties.

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