Legal Memorandum Resolutions

LEGAL MEMORANDUM RESOLUTIONS

This Legal Memorandum Resolutions (the "Memorandum") is made effective as of Effective Date: by and between Company Name: , a legal entity organized under Jurisdiction: , and Adopting Party Name: , Title: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the board of directors or other governing body of the Company convened a duly called meeting on Meeting Date: to consider certain corporate actions; and

WHEREAS, the Parties desire to memorialize the resolutions adopted at such meeting and to authorize the officers and agents of the Company to take specified actions as set forth below; and

WHEREAS, the Parties find it necessary and advisable for the conduct of the Company's business to adopt and record the resolutions contained in this Memorandum.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby adopt the following resolutions.

1. TITLE AND PURPOSE

1.1 Title. These resolutions shall be known as the "Company Resolutions Concerning" subject: .

1.2 Purpose. The purpose of these resolutions is to authorize and direct specified officers and agents of the Company to take actions necessary to effect the matters described in Section 3 below, including the negotiation, execution and delivery of agreements, certificates, instruments and other documents, and to perform all acts and to do all things deemed necessary or desirable to carry out the intent of these resolutions.

2. DEFINITIONS

For purposes of this Memorandum, the following terms shall have the meanings set forth below:

"Authorized Officer" means any officer or other individual designated in writing by the Company to act under these resolutions, including but not limited to Authorized Officer Name: , Title: .

3. ADOPTION OF RESOLUTIONS

RESOLVED, that the actions described in the attached description are hereby approved and adopted by the Company; and that the Authorized Officer is authorized, empowered and directed to take any and all actions, execute any and all instruments and documents, and to do all such acts and things as such Authorized Officer deems necessary or advisable to consummate the transactions contemplated hereby, including but not limited to the following:

RESOLVED FURTHER, that unless otherwise specified in writing, the Authority Limit for any single obligation or commitment of monetary value that may be undertaken by an Authorized Officer without further Board approval shall be $.

4. RATIFICATION

RESOLVED FURTHER, that all actions heretofore taken by any officer or agent of the Company in connection with any matter contemplated by these resolutions are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.

5. DELEGATION OF AUTHORITY

RESOLVED FURTHER, that the Authorized Officer may delegate any or all of the powers granted by these resolutions to employees, agents or professional advisors, provided that any such delegation shall be evidenced in writing and shall specify the scope and duration of the delegated authority.

6. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, certified mail (return receipt requested) or reputable overnight courier service to the addresses set forth above, or to such other address as a Party may specify by notice to the other Party pursuant to this Section.

7. GOVERNING LAW

This Memorandum shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to conflicts of law principles that would result in the application of another jurisdiction's law.

8. ENTIRE AGREEMENT

This Memorandum constitutes the entire understanding and agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

9. SEVERABILITY

If any provision of this Memorandum is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Memorandum shall be effective unless in writing and signed by duly authorized representatives of the Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof.

11. COUNTERPARTS

This Memorandum may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other transmitted signatures shall be deemed original signatures for all purposes.

12. CERTIFICATION OF ADOPTION

I hereby certify that the foregoing resolutions were duly adopted by the board of directors or other authorized governing body of the Company at a meeting held on Meeting Date: , at which a quorum was present and voted throughout, and that such resolutions remain in full force and effect as of the date hereof.

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