Legal Interim Resolutions

LEGAL INTERIM RESOLUTIONS

This Legal Interim Resolutions (the "Resolutions") is made as of by and between Company Name: , a corporation organized under the laws of , with principal office at , and Authorized Representative: .

RECITALS

WHEREAS, the Board of Directors of the Company convened a duly noticed meeting on , at which a quorum was present and acting throughout; and

WHEREAS, it is necessary and in the best interests of the Company to adopt interim measures to address urgent corporate, administrative, financial, and operational matters pending the next regular meeting of the Board; and

WHEREAS, the Board has determined that vesting temporary authority in an interim officer and approving certain actions on an interim basis is reasonable and appropriate to preserve the Company’s business, assets and obligations.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Board hereby adopts the following interim resolutions, to be effective immediately upon execution.

1. INTERIM APPOINTMENT

The Board appoints to serve as Interim of the Company with the authority, delegated responsibilities and limitations set forth in these Resolutions. The interim appointment shall commence on the date hereof and continue until unless earlier terminated or extended by resolution of the Board.

2. AUTHORITY AND SCOPE

The Interim Officer is authorized, subject to the limitations herein, to take any actions reasonably necessary for the continued operation of the Company, including without limitation the following specific authorities:

3. BANKING, FINANCIAL AND CONTRACTUAL POWERS

The Interim Officer shall have authority to: (a) open, close and manage bank accounts in the name of the Company; (b) execute checks, drafts and other instruments for the payment of money on behalf of the Company; (c) enter into and execute contracts and amendments in the ordinary course of business not exceeding the monetary limit of $ per obligation without further Board approval; and (d) take those actions necessary to preserve the value of Company assets.

4. LIMITATIONS

The Interim Officer shall not, without prior approval of the Board: (a) sell, lease or otherwise dispose of any material portion of the Company's assets outside the ordinary course of business; (b) incur indebtedness outside the Company’s approved credit facilities that exceeds the contract limit set forth above; or (c) amend the Company’s organizational documents.

5. RATIFICATION

All actions taken by the Interim Officer and any other Company officers or agents prior to the adoption of these Resolutions that are within the scope of the authorities granted herein are ratified, confirmed and approved in all respects by the Board as of the effective date hereof.

6. NOTICE AND RECORDS

All notices, demands or communications required or permitted under these Resolutions shall be delivered to the Company’s principal office or to such other address as the Company or Board may designate in writing. The Interim Officer shall keep full and accurate records of all actions taken pursuant to these Resolutions and shall provide a written report to the Board at the next regular or special meeting.

7. AMENDMENT; WAIVER

These Resolutions may be amended, modified or waived only by a written instrument approved by the Board of Directors. Any waiver of a provision of these Resolutions must be in writing and signed by the Board and shall be effective only in the specific instance and for the specific purpose for which given.

8. GOVERNING LAW

These Resolutions shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws.

9. ENTIRE AGREEMENT

These Resolutions constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, whether written or oral, concerning the subject matter hereof.

10. SEVERABILITY

If any provision of these Resolutions 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.

11. COUNTERPARTS

These Resolutions may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

CERTIFICATION

I hereby certify that the foregoing Resolutions were duly adopted by the Board of Directors of the Company in accordance with applicable law and the Company’s governing documents, and that such Resolutions are in full force and effect as of the date set forth below.

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