Legal Board Ratification Form

LEGAL BOARD RATIFICATION FORM

This Board Ratification Form is made and entered into as of Effective Date: by and between Company Name: , a(n) Entity Type: Corporation Limited Liability Company Other and the Board of Directors represented by Board Representative Name: (collectively, the "Parties").

RECITALS

WHEREAS, on Meeting Date: , certain officers, agents, or committees of the Company undertook and executed actions, agreements, contracts, instruments, or other matters described below that the Parties now seek to confirm and ratify; and

WHEREAS, the Board of Directors desires to confirm that such actions were within the scope of authority granted to the officers, are binding upon the Company, and should be ratified and approved for all corporate and legal purposes; and

WHEREAS, the Board has reviewed the circumstances, documentation, and the voting record described below and has determined that ratification is in the best interests of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. RATIFICATION

The Board hereby ratifies, confirms, approves and adopts all actions taken by the officers, agents, or committees of the Company described in Section 2 below (the "Actions to be Ratified"), including but not limited to the authorization, execution, delivery and performance of all instruments, contracts, agreements, certificates and other documents executed in connection with those actions. Such ratification shall be retroactive to the date of the original action and shall validate and confirm such actions to the fullest extent permitted by applicable law.

2. ACTIONS TO BE RATIFIED

3. VOTING RECORD

The Board voted on the ratification of the Actions at the meeting referenced above. The results are recorded as follows:

4. SCOPE AND EFFECT OF RATIFICATION

The ratification provided herein expressly affirms and adopts all decisions, approvals, notices, filings and instruments executed in connection with the Actions to be Ratified. Such ratification shall not constitute a waiver of any rights or defenses available to the Company under applicable law, but shall confirm that the Actions to be Ratified are binding and enforceable against the Company to the same extent as if they had been originally authorized and approved by the Board prior to their execution.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Ratification; (b) this Ratification has been duly authorized by all necessary corporate action; (c) the execution, delivery and performance of this Ratification will not violate any material agreement, judgment, order, law or regulation binding upon it; and (d) there are no pending or threatened claims, actions, or proceedings that would reasonably be expected to prevent or impair the effectiveness of this Ratification.

6. AUTHORIZATION TO EXECUTE DOCUMENTS

The Board hereby authorizes and directs the appropriate officers of the Company to execute, deliver and file any instruments, affidavits, certificates or other documents and to take such actions as may be necessary or desirable to carry out the purposes and intent of this Ratification. The officer(s) so authorized are:

7. MINUTES AND RECORDATION

The Secretary of the Company is directed to cause this Ratification and a summary of the Actions to be Ratified to be included in the minute book of the Company as part of the corporate records. The Secretary shall certify the inclusion and provide a copy of the minutes to the Parties upon request.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Ratification shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed as follows:

9. MISCELLANEOUS

Governing Law: This Ratification shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

Entire Agreement: This Ratification constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings relating thereto.

Severability: If any provision of this Ratification is held to be invalid or unenforceable, such provision shall be severed to the extent of such invalidity or unenforceability and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: This Ratification may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

Counterparts: This Ratification may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. EXECUTION

The undersigned certify that the matters described herein were considered and approved by the Board in accordance with the bylaws and governing documents of the Company and applicable law, and that the individuals signing below are authorized to execute this Ratification on behalf of their respective Parties.

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