Legal Consent and Resolution Document

LEGAL CONSENT AND RESOLUTION DOCUMENT

This Legal Consent and Resolution Document (the "Resolution") is made as of by and between Company Name: with principal address: , and Consenting Party Name: with principal address: .

RECITALS

WHEREAS, the Company has determined that certain corporate actions described below require the written consent and formal resolution of the Consenting Party; and

WHEREAS, the Consenting Party is authorized by its organizational documents and applicable law to provide such consent and to evidence such consent by entering into this Resolution; and

WHEREAS, the parties desire to set forth the consent, authorization and ratification of the matters described herein so that such matters may be relied upon by third parties and recorded in corporate records.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. DEFINITIONS

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

"Action" means the corporate act, transaction, agreement or instrument described as the subject of this Resolution:

"Effective Date" means the date specified in Section 2 below or such later date as the parties may agree in writing:

2. CONSENT; APPROVAL; RATIFICATION

The Consenting Party hereby irrevocably consents to and approves the Action, and authorizes the Company to undertake, complete and rely upon the Action in accordance with the terms set forth in this Resolution. The Consenting Party expressly ratifies any prior acts taken in furtherance of the Action to the extent such acts are within the scope of the Action.

The Consenting Party selects the following specific authorizations (check all that apply):

Approve the Action in all material respects.

Ratify all prior steps, instruments and documents executed in connection with the Action.

Authorize the execution, delivery and performance of the documents, instruments and notices reasonably necessary to effect the Action.

3. AUTHORIZATION TO EXECUTE DOCUMENTS

The Company is authorized to execute, deliver and record any and all documents, instruments, certifications and notices and to take any other steps that, in the reasonable judgment of the Company's authorized officer or representative, are necessary or desirable to effectuate the Action. The Consenting Party acknowledges that this authorization includes the authority to make non-substantive changes to form documents that do not alter the rights or obligations of the parties materially.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or other legal power and authority to enter into this Resolution and to perform its obligations hereunder; (b) the person executing this Resolution on its behalf is duly authorized to do so; and (c) when executed and delivered by it, this Resolution will constitute the valid and binding obligation of that party, enforceable in accordance with its terms.

5. INDEMNIFICATION

To the fullest extent permitted by law, the Company and the Consenting Party shall each indemnify, defend and hold harmless the other party and its respective officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties or covenants set forth in this Resolution or any willful misconduct or gross negligence of the indemnifying party.

6. NOTICE

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being mailed by first-class registered or certified mail, postage prepaid, to the addresses set forth below or to such other address as a party may designate by notice to the other.

7. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Resolution shall be effective unless set forth in a written instrument executed by both parties. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

8. COUNTERPARTS; ELECTRONIC SIGNATURES

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 (including PDF or other electronic image) shall be binding for all purposes.

9. 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 that would result in the application of the laws of another jurisdiction.

10. ENTIRE AGREEMENT

This Resolution constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating to such subject matter.

11. SEVERABILITY

If any provision of this Resolution 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 and shall remain in full force and effect.

12. RECORDING AND CORPORATE ACTIONS

The Company shall cause this Resolution, or an excerpt thereof, to be entered into the corporate minute books or other records of the Company as evidence of the Consenting Party's consent and the Company's authorization to proceed with the Action. The Company shall take such further ministerial steps as reasonably requested by the Consenting Party to evidence the consent and ratification provided herein.

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