Legal Economic Substance Resolution

LEGAL ECONOMIC SUBSTANCE RESOLUTION

The undersigned, constituting the board of directors and authorized representatives of Company Name: , an entity organized under Jurisdiction of Organization: , with registered office at Registered Office Address: (the "Company"), do hereby adopt the following resolution relating to the Company's economic substance, compliance obligations and authorizations.

RECITALS

WHEREAS, certain jurisdictions require entities carrying on relevant activities to demonstrate adequate economic substance by maintaining appropriate management, governance, physical presence, qualified employees and adequate expenditure in the jurisdiction; and

WHEREAS, the Company carries on one or more activities that may be classified as relevant activities under applicable economic substance requirements, and the Board has determined that the Company must adopt policies and take actions to document and demonstrate its economic substance; and

WHEREAS, the Board has reviewed the Company's operations, management, finance and physical presence and deems it appropriate to adopt this resolution to authorize officers and agents to take necessary steps to ensure compliance, make filings and to certify the Company's state of substance.

NOW, THEREFORE, BE IT RESOLVED

1. Adoption of Policy. The Company hereby adopts and ratifies an Economic Substance Policy (the "Policy") requiring the Company to maintain adequate records, governance, personnel, premises and expenditures to demonstrate economic substance in the jurisdictions in which it is resident for tax or regulatory purposes. The Policy shall be implemented by the Responsible Officer designated below and shall be reviewed at least annually by the Board.
2. Core Income‑Generating Activities. The Board confirms that the Company's core income-generating activities are described as follows: The Company shall ensure that the activities set forth above are carried out with appropriate levels of qualified personnel and management oversight in the applicable jurisdiction.
3. Physical Presence, Employees and Expenditures. The Company shall maintain physical premises and an adequate number of full‑time employees or other resources in the relevant jurisdiction. The Board documents the current measures as follows:
   Number of qualifying full‑time employees Primary business premises address Approximate annual expenditures in jurisdiction
4. Management and Decision‑Making. The Company confirms that strategic commercial decisions relating to the relevant activities shall be made by directors or senior officers appropriately located and meeting in the relevant jurisdiction as required by applicable law. The Board designates the following Responsible Officer who is authorized to implement the Policy and to take actions required by this Resolution:
   Responsible Officer Name Responsible Officer Title Responsible Officer Contact
5. Authorizations; Filings. The Responsible Officer, any director, officer or other authorized signatory is hereby authorized and directed, on behalf of the Company, to prepare, execute and deliver any documents, certificates, filings and declarations and to take all actions reasonably necessary or desirable to demonstrate compliance with economic substance requirements in applicable jurisdictions, and to certify facts as required by law or regulation.
   Authorization to file and certify Checked indicates authorization granted to file and certify on behalf of the Company.
6. Record Retention. The Company shall retain records, contracts, accounting records, payroll records and other documentary evidence sufficient to demonstrate the carrying on of core income‑generating activities and compliance with this Resolution for a minimum period of: years, or for such longer period as required by applicable law.
7. Representations and Warranties. The Company represents and warrants that, to the best of its knowledge after due inquiry, the facts and information provided to the Board and to the Responsible Officer are true, accurate and complete, and the Company will promptly notify the Responsible Officer of any material changes that may affect the Company's economic substance or related filings.
8. Compliance Monitoring. The Responsible Officer shall establish controls and periodic monitoring to ensure ongoing compliance with the Policy and to prepare such internal reports for the Board as are reasonably necessary to evidence compliance.

NOTICES

Any notice, demand or communication required or permitted under this Resolution shall be in writing and delivered to the Responsible Officer or to the Company's registered office at the addresses set forth herein or at such other address as shall be furnished in writing to the other party.

MISCELLANEOUS

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

Entire Agreement: This Resolution, together with any policies expressly adopted hereunder, constitutes the entire agreement of the Company with respect to the subject matter hereof and supersedes any prior resolutions or policies to the extent inconsistent.

Severability: If any provision of this Resolution is held to be invalid or unenforceable, the remainder of this Resolution shall remain in full force and effect and shall be construed so as to effectuate the original intent.

Amendments; Waiver: Any amendment or waiver of any provision of this Resolution shall be effective only if made by a majority vote of the Board and set forth in a written resolution.

Counterparts: 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.

AUTHORIZATION OF ADOPTION

This Resolution was duly adopted by the Board of Directors of the Company on this day: Day: Month: Year: and shall remain in full force until amended or rescinded by the Board.

CERTIFICATION

The undersigned certify that they are duly authorized officers or directors of the Company, that the foregoing is a true and correct copy of the Resolution duly adopted by the Board, and that the actions authorized herein are within the powers of the officers and directors of the Company.

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