Legal Caution Resolution

LEGAL CAUTION RESOLUTION

This Legal Caution Resolution (the "Resolution") is made and entered into as of the day of by and between Company/Entity Name: ("Issuer"), and Acknowledging Party Name: ("Acknowledging Party").

RECITALS

WHEREAS, Issuer has determined that it is necessary and in the best interests of Issuer to record and maintain a formal caution regarding certain rights, interests, or conditions affecting specified assets, records, or transactions, for the protection of Issuer and for notice to third parties; and

WHEREAS, the Acknowledging Party has been presented with the facts and documentation supporting the proposed caution and has agreed to acknowledge and cooperate in the recording, notice, or continued enforcement of such caution in the manner set forth herein; and

WHEREAS, the parties desire to set forth their respective approvals, obligations, and procedures with respect to the issuance, recording, and maintenance of the legal caution.

NOW, THEREFORE, BE IT RESOLVED as follows:

1. DEFINITIONS

For purposes of this Resolution, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Caution" shall mean the written notice, entry, or other formal record described in Section 2 that gives constructive notice of the facts, claims, encumbrances, or limitations specified herein.

2. CAUTION NOTICE

Issuer hereby directs that a Caution be prepared and, to the extent permitted or required by applicable recording or filing authorities, recorded or filed in the manner provided by law to give notice to third parties of the matters described below:

The Caution shall specifically identify the affected assets, records, or transactions as follows: Location or Record Identifier:

3. EFFECT AND BINDING NATURE

From the Effective Date set forth below, the Caution shall constitute constructive notice to all persons and entities as provided by applicable law. The parties intend that the Caution shall be binding upon and enforceable against the Issuer and, to the extent acknowledged, the Acknowledging Party and their respective successors and assigns.

Effective Date:

4. RECORDING, NOTICE TO THIRD PARTIES, AND COOPERATION

The parties shall cooperate in preparing and executing all documents reasonably necessary to record, file, or publish the Caution in the appropriate public records. The Acknowledging Party agrees to accept service of notices and to provide reasonable assistance in any recording or filing process.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Resolution and to perform its obligations hereunder; (b) the execution and delivery of this Resolution have been duly authorized by all necessary action; and (c) upon execution and delivery, this Resolution will be a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNITY

To the fullest extent permitted by law, the Acknowledging Party shall indemnify, defend and hold harmless the Issuer and its officers, directors, employees and agents from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Acknowledging Party's breach of any representation, warranty or covenant in this Resolution or its failure to cooperate in the recording or maintenance of the Caution as required herein.

7. TERM; TERMINATION

The Caution shall remain in effect until the earlier of (a) the expiration or termination date expressly set forth in the recorded instrument, if any; (b) release or rescission in writing by Issuer; or (c) entry of an order of a court of competent jurisdiction directing removal of the Caution. If an expiration date is applicable, it is:

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Resolution shall be effective unless in writing and executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

9. NOTICES

Except as otherwise provided in this Resolution, any notice required or permitted to be given under this Resolution shall be in writing and delivered to the addresses set forth in this document, or to such other address as a party may designate by notice to the other in accordance with this section. Notices shall be deemed given when personally delivered, sent by certified mail, or delivered by reputable overnight courier.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Resolution, together with any exhibits or recorded instruments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Resolution is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS; EXECUTION

This Resolution 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. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

CERTIFICATION

The undersigned certify that the foregoing Resolution was duly adopted in accordance with the organizational documents and applicable law and is in full force and effect on the date signed below.

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