Legal Appointment Resolution

LEGAL APPOINTMENT RESOLUTION

This Legal Appointment Resolution (the "Resolution") is made effective as of by the Board of Directors of Entity Name: (the "Company") and Appointee Name: (the "Appointee").

RECITALS

WHEREAS, the Board of Directors of the Company deems it desirable and in the best interests of the Company to appoint the Appointee to serve in the capacity and with the authorities set forth herein;

WHEREAS, the Appointee has represented that the Appointee possesses the qualifications, experience and authority necessary to carry out the responsibilities described in this Resolution and is willing to accept such appointment upon the terms and conditions set forth below;

WHEREAS, at a meeting of the Board of Directors duly held in accordance with the Company’s bylaws, or by unanimous written consent in lieu of a meeting, the Board authorized the actions set forth in this Resolution.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth below, the Board hereby adopts the following resolutions.

1. APPOINTMENT

The Company hereby appoints the Appointee to the office/title of commencing on the Effective Date specified below. The Appointee accepts such appointment and agrees to perform the duties and exercise the powers described in this Resolution.

2. AUTHORITY AND SCOPE

The Appointee is authorized, on behalf of the Company, to perform the following acts within the scope specified:

The authority granted includes the power to execute, deliver and file documents, to represent the Company before governmental and private entities where required for the performance of duties, and to engage agents, counsel, and contractors when necessary within the approved budget and pursuant to Company policy.

3. LIMITATIONS

The Appointee shall not bind the Company to any agreement or obligation outside the ordinary course of the Company's business or expend funds in excess of the limits established by the Board without prior written authorization. Any transaction that would reasonably be expected to materially affect the Company’s financial position must be approved in advance by the Board.

4. TERM; TERMINATION

The appointment shall commence on Effective Date: and shall continue until Termination Date: unless earlier terminated by the Board with or without Cause. For purposes of this Resolution, "Cause" shall include material breach of fiduciary duty, gross negligence, fraud, willful misconduct, or conviction of a felony.

5. COMPENSATION AND EXPENSES

The Appointee shall be entitled to compensation as determined by the Board and reimbursement for reasonable and documented expenses incurred in the performance of duties pursuant to Company policy. Any fixed compensation or fee arrangement shall be set forth below.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Appointee represents and warrants that the Appointee has the legal capacity to enter into this appointment, that there are no conflicts that would prevent the Appointee from performing the duties described herein, and that the Appointee will comply with all applicable laws, regulations and Company policies in carrying out such duties. The Company covenants that the appointment is authorized by the Board and that all corporate actions necessary to effect the appointment have been taken.

7. INDEMNIFICATION

To the fullest extent permitted by applicable law and the Company's governing documents, the Company shall indemnify and hold harmless the Appointee from and against any and all claims, liabilities, losses, costs and expenses arising out of the Appointee's performance of duties on behalf of the Company, provided that such indemnification shall not apply to willful misconduct, gross negligence or fraud by the Appointee.

8. NOTICES

All notices required or permitted under this Resolution shall be in writing and shall be delivered to the addresses below by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

9. RECORDS AND REPORTING

The Appointee shall keep and maintain accurate records of actions taken pursuant to this appointment and shall report to the Board at such times and in such manner as the Board may reasonably request. The Appointee shall promptly disclose to the Board any matter that may reasonably be expected to give rise to a material conflict of interest.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Resolution shall be governed by and construed in accordance with the laws of the State/Jurisdiction of without regard to conflict of laws principles. This Resolution constitutes the entire agreement between the Company and the Appointee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the parties. If any provision of this Resolution is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Resolution may only be amended or modified by a written instrument signed by both the Company and the Appointee. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. This Resolution may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. CERTIFICATION OF ADOPTION

I, the undersigned, hereby certify that the foregoing Resolution was adopted by the Board of Directors of the Company in accordance with the Company's governing documents at a meeting held on Meeting Date: at Location: and that the Resolution remains in full force and effect as of the date hereof.

Number of directors present: ; Votes in favor: ; Votes opposed: ; Abstentions:

Secretary or Authorized Officer:

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