Legal Consent Resolution

LEGAL CONSENT RESOLUTION

This Legal Consent Resolution (the "Resolution") is made as of Effective Date: by and between Company Name: , a organized under the laws of (the "Company"), and Consenting Party Name: (the "Consenting Party").

RECITALS

WHEREAS, the Company proposes to undertake the following action: (the "Action");

WHEREAS, the Consenting Party is authorized or requested to provide consent for the Action and the parties desire to set forth such consent in writing in accordance with the governing organizational documents and any applicable law;

WHEREAS, the parties intend that this Resolution constitute the written record of consent required to effect the Action described herein and to authorize designated officers or representatives to take steps necessary to consummate the Action.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereby agree as follows:

1. Consent

The Consenting Party hereby gives its full, irrevocable and unconditional consent to the Company to effectuate the Action described in this Resolution. Such consent includes, without limitation, approval of the transaction terms and authorization for the Company to execute, deliver and perform all instruments, documents and agreements necessary or desirable to carry out the Action to the extent consistent with the terms set forth herein.

2. Authorization of Agents and Officers

The Company hereby authorizes the following individual to act on behalf of the Company with respect to the Action: Name: ; Title: . Such authorized officer is empowered to negotiate, finalize, execute and deliver all documents and to take all such acts as may be necessary or advisable to give effect to this Resolution.

3. Representations and Warranties

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

4. Conditions to Effectiveness

The obligations of the parties under this Resolution are subject to the satisfaction of the following conditions precedent: (a) delivery of all required executed documents by each party; (b) receipt by the Company of any payments or consideration stated as required for the Action in the amount of ; and (c) absence of any legal restraint or injunction preventing consummation of the Action as of the Effective Date.

5. Notices

All notices under this Resolution shall be in writing and deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, postage prepaid, addressed to the notice addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

6. Amendments and Waiver

This Resolution may be amended only by a written instrument signed by both the Company and the Consenting Party. No waiver of any provision of this Resolution will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. The waiver of any breach shall not constitute a waiver of any subsequent breach.

7. Governing Law

This Resolution shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles that would apply the laws of another jurisdiction.

8. Entire Agreement

This Resolution, together with any documents executed in connection herewith, constitutes the entire agreement of 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.

9. Severability

If any provision of this Resolution is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will remain in full force and effect and will be construed so as to effectuate the intent of the parties as nearly as possible.

10. Counterparts and Electronic 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. Delivery of an executed signature page by electronic transmission shall be effective as delivery of a manually executed counterpart.

11. Certification of Adoption

The undersigned hereby certify that the foregoing Resolution was duly adopted and approved as of the Effective Date set forth above by all necessary action of the parties, that no further approvals are required, and that the persons executing this Resolution are duly authorized to do so.

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