Legal Filing Resolutions

LEGAL FILING RESOLUTIONS

Company Name:   Entity Type: Corporation LLC Partnership

State or Jurisdiction of Formation:   Meeting Date:   Meeting Location:

RECITALS

WHEREAS, the board of directors or members of the Company convened at the meeting referenced above and considered matters relating to corporate organization, qualification and other filings necessary or convenient to the conduct of the Company's business; and

WHEREAS, it is necessary and desirable for the Company to authorize designated officers and agents to prepare, execute and file certain formation, amendment, registration and related instruments with governmental authorities and to take such further actions as may be necessary to effectuate such filings; and

WHEREAS, the Board has determined that the actions described herein are in the best interests of the Company and its stakeholders.

NOW, THEREFORE, BE IT RESOLVED that the Board hereby adopts the following resolutions:

1. AUTHORIZATION TO PREPARE AND FILE DOCUMENTS

The officers and agents of the Company are authorized, empowered and directed to prepare, execute, acknowledge and file with the appropriate governmental authorities such documents as the officers deem necessary or advisable, including without limitation:

Document Types to be Filed Amendment to Articles/Certificate of Incorporation/Formation
Certificate of Amendment or Restatement
Application for Foreign Qualification
Annual Report or Franchise Report
Other

Jurisdiction for Filing:   Estimated Filing Fee:

2. APPOINTMENT OF AUTHORIZED REPRESENTATIVES

The following individuals (each an Authorized Representative) are appointed and authorized, on behalf of the Company, to execute, acknowledge and deliver any and all documents and to take such actions as they reasonably determine to be necessary or advisable to effectuate the filings authorized by these resolutions:

3. EXECUTION, DELIVERY AND PAYMENT

Any Authorized Representative is authorized to sign and deliver on behalf of the Company all documents necessary to accomplish the filings authorized herein, to make any amendments thereto as such Authorized Representative deems reasonably necessary, to pay filing and recording fees and to accept service of process where required. Such execution and delivery shall be conclusive evidence of the authority granted by these resolutions.

4. REGISTERED AGENT AND PRINCIPAL OFFICE

The Company hereby designates or confirms the following registered agent and principal office for purposes of filings in the jurisdiction identified above. The Authorized Representatives are authorized to change the registered agent or principal office as required to effectuate filings and to file any necessary notices.

5. AMENDMENTS, RESTATEMENTS AND FOLLOW-UP ACTIONS

The Authorized Representatives are empowered to prepare, execute and file any amendments, restatements, supplements or continuations of the foregoing documents and to take any follow-up actions necessary to obtain effectiveness of any filing, including the execution of certifications, affidavits, and certificates of good standing.

6. RECORDS, CERTIFICATIONS AND DELIVERY

The officers of the Company are directed to maintain executed originals and copies of all filed documents in the Company's minute book or corporate records. Any officer or the Corporate Secretary is authorized to certify as to the authenticity of the resolutions and to provide certified copies of the same to third parties as may be necessary.

7. EFFECTIVE DATE

These resolutions shall be effective immediately upon adoption by the Board unless a later effective date is specified below.

Effective Date (if different):

8. NOTICES

All notices required or permitted under these resolutions shall be in writing and delivered to the Company at the address set forth below or to such other address as the Company may designate by written notice.

9. GOVERNING LAW

These resolutions shall be governed by and construed in accordance with the laws of the jurisdiction of formation identified above without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

These resolutions constitute the entire action and agreement of the Board with respect to the matters contemplated herein and supersede any prior written or oral action relating to such matters to the extent inconsistent herewith.

11. SEVERABILITY

If any provision of these resolutions is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

12. AMENDMENT; WAIVER

These resolutions may be amended, modified or waived only by action of the Board. No waiver shall be effective unless set forth in a written instrument signed by the party granting the waiver.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

These resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be enforceable as original signatures.

CERTIFICATION OF ADOPTION

I certify that the foregoing resolutions were duly adopted by the Board of Directors or equivalent governing body of the Company at a meeting held on the date set forth below and that such resolutions remain in full force and effect.

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