Legal Initial Consents Form

LEGAL INITIAL CONSENTS FORM

This Legal Initial Consents Form is made effective as of Day: Month: Year: (the "Effective Date"), by and between: Client Name: , an entity of type Individual Corporation LLC, Address: ; and Counterparty Name: , an entity of type Individual Corporation LLC, Address: .

RECITALS

WHEREAS, the parties have agreed that certain initial corporate, organizational and administrative actions are necessary to effectuate the business purposes of the parties and to establish governance and operational processes for the business identified as Business Name: ;

WHEREAS, the parties desire to record their initial consents in writing in order to create an enforceable record of actions taken and authorizations granted as of the Effective Date.

WHEREAS, the parties intend that such consents shall bind each of them in accordance with the terms set forth below.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. CONSENTS GRANTED

Each party hereby grants the following initial consents as indicated by checked boxes below. A checked box constitutes express written consent to the specified action:

Adopt and approve the Company's organizing documents, including articles/charter and bylaws/operating agreement, and authorize execution by the authorized signatory.

Elect or appoint the initial directors, managers or officers as listed in the corporate record and vest in them the authority to act on behalf of the Company until successors are duly appointed.

Ratify and confirm all acts taken by any organizer, incorporator or de facto officer on behalf of the Company prior to the Effective Date.

Authorize opening of banking and deposit accounts in the name of the Company and authorize designated officers to sign checks, negotiate instruments and access electronic banking.

Authorize designated officers to execute and deliver agreements, instruments, certificates and other documents as necessary to carry out the foregoing consents.

Approve initial capital contributions, issuance of membership interests or shares, and record the same in the Company's books and records as directed by the parties.

Approve and impose any transfer restrictions, buy-sell provisions, or preemptive rights as set forth in the organizing documents.

Other initial consents (describe):

2. EFFECTIVE DATE AND SCOPE

The consents set forth in Section 1 shall be effective as of the Effective Date and shall apply to all actions expressly described herein. The parties acknowledge and agree that any action taken in reliance on these consents prior to execution shall be deemed ratified to the extent so indicated by checked consents.

3. RATIFICATION; AUTHORITY

Each party hereby ratifies all acts taken by any organizer, director, manager or officer in furtherance of the matters consented to herein. Each party represents and warrants that it has full power and authority to grant the consents contained in this Form and that the execution, delivery and performance of this Form has been duly authorized.

4. REPRESENTATIONS AND WARRANTIES

Each party represents that: (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Form and the performance of its obligations do not violate any agreement, law or court order applicable to it; and (c) the individual signing on its behalf is authorized to bind the party.

By checking the box below each party confirms its representations: Party 1 confirms the foregoing representations. Party 2 confirms the foregoing representations.

5. NOTICES

6. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure to enforce any right shall not constitute a waiver of that right. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the internal laws of the jurisdiction selected by the parties: Jurisdiction: , without regard to principles of conflicts of law. This Form constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. MISCELLANEOUS

Each party agrees to execute and deliver such further instruments and documents and to take such further action as may be reasonably required to carry out the purposes and intent of this Form. Each party shall indemnify and hold harmless the other party from and against any losses arising from a breach of the representations set forth in Section 4.

SIGNATURES

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