Legal Bylaws and Consents

LEGAL BYLAWS AND CONSENTS

This Legal Bylaws and Consents (the Agreement) is entered into as of by and between Company Name: , a corporation organized under the laws of (the Company), and Consenting Party: (the Consenting Party). The Company and the Consenting Party are collectively referred to as the Parties.

RECITALS

WHEREAS, the Company desires to adopt and, where applicable, restate its corporate bylaws and fix the governance procedures of the Company to conform with applicable law and the Company's certificate of incorporation; and

WHEREAS, the Board of Directors and the Consenting Party deem it advisable and in the best interests of the Company that the governance provisions set forth herein be adopted and that certain corporate actions be authorized by written consent in lieu of a meeting; and

WHEREAS, the Parties intend by this instrument to memorialize the adoption of bylaws and to evidence the written consents required to effect immediate action as described below.

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

1. ADOPTION AND RESTATEMENT OF BYLAWS

1.1 Adoption. The Company hereby adopts the bylaws presented to the Parties on the effective date of this Agreement. The adopted bylaws shall govern the internal affairs and corporate governance of the Company, subject to the Company's certificate of incorporation and applicable law.

2. BOARD OF DIRECTORS

2.1 Number and Election. The authorized number of directors constituting the Board of Directors shall be unless changed in accordance with the bylaws and applicable law.

3. OFFICERS

3.1 Appointment; Duties. The Board shall appoint officers of the Company with such titles, duties and authorities as described in the adopted bylaws. Officers shall owe fiduciary duties to the Company and shall act in good faith and with due care in the performance of their duties.

4. MEETINGS; NOTICE

4.1 Annual Meeting. The annual meeting of the shareholders shall be held in the month of of each year at such time and place as the Board may determine, unless otherwise required by the bylaws.

4.2 Notice. Written notice of meetings shall be provided not fewer than days prior to the meeting, unless a different notice period is required by law or the bylaws.

5. QUORUM, VOTING AND ACTION

5.1 Quorum. Except as otherwise required by law or the bylaws, a quorum for shareholder or director action shall consist of a majority of the outstanding shares or directors entitled to vote, respectively. Unless otherwise specified herein, the affirmative vote of a majority of votes cast by a quorum shall be the act of the relevant body.

6. WRITTEN CONSENTS

6.1 Unanimous Written Consent. To the fullest extent permitted by applicable law and the Company's certificate of incorporation, any action required or permitted to be taken at any meeting of the shareholders or directors may be taken without a meeting if a written consent setting forth the action so taken is signed by the number of holders required by law or by the bylaws. The Parties acknowledge that this Agreement constitutes a written consent for the specific actions set forth herein.

6.2 Actions Authorized by Consent. The Parties authorize and consent to the actions described in Section 1 (Adoption and Restatement of Bylaws) and in Section 2 (Board of Directors) as of the effective date of this Agreement.

7. RATIFICATION

7.1 Ratification of Prior Acts. All actions taken by the directors, officers or shareholders of the Company prior to the effective date that are consistent with and contemplated by this Agreement are hereby ratified, authorized, and approved in all respects.

8. AMENDMENT

8.1 Amendment of Bylaws or Consent. These bylaws and consents may be amended, modified or repealed in accordance with the procedures set forth in the bylaws and applicable law. Any amendment to this Agreement must be in writing signed by the Parties and shall specify the effective date of such amendment.

9. NOTICES

9.1 Method. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section.

10. MISCELLANEOUS

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

Entire Agreement. This Agreement, together with the adopted bylaws set forth in Section 1 and any written consents referenced herein, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

Severability. 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 in any way be affected or impaired thereby.

Waiver. No failure or delay by any Party to exercise any right under this Agreement shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving Party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

ACKNOWLEDGMENT AND CERTIFICATION

Each Party hereby certifies that it has full power and authority to enter into this Agreement, that the person executing this Agreement on its behalf is duly authorized to do so, and that this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms.

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