Legal Modification Minute

LEGAL MODIFICATION MINUTE

This Legal Modification Minute is adopted on by the Board of Directors and authorized representatives of Company Name: and Counterparty Name: in accordance with the bylaws and governing instruments of the Company.

RECITALS

WHEREAS, the Company and the Counterparty previously entered into an agreement entitled: dated (the "Original Agreement");

WHEREAS, the parties have negotiated certain proposed amendments and modifications to the Original Agreement, as more fully described in Section 2 below, and the Board of Directors has reviewed such proposed amendments and determined it is advisable and in the best interests of the Company to approve the modifications; and

WHEREAS, the Counterparty has authorized the execution and delivery of the modifications in accordance with its corporate authority and constituent documents.

NOW, THEREFORE, BE IT

RESOLVED, that the Board of Directors hereby approves and adopts the modifications to the Original Agreement in the form and substance presented to the Board and described below; and it is further

1. APPROVAL OF MODIFICATION

The Company hereby approves the proposed amendment(s) and modification(s) to the Original Agreement identified in Section 2. The Board finds that the terms and conditions of the proposed modification(s) are fair to and in the best interests of the Company and its stakeholders.

2. DESCRIPTION OF MODIFICATIONS

The foregoing description identifies the operative changes to the Original Agreement. Where a specific section of the Original Agreement is amended, such amendment shall be deemed to modify that section in its entirety to the extent of any inconsistency between the prior text and the revised text set forth above.

3. AUTHORIZATION TO EXECUTE

The officers of the Company are hereby authorized and directed to execute and deliver on behalf of the Company all documents, instruments, amendments and agreements necessary or desirable to effectuate the modifications approved herein, and to take all actions necessary to carry out the intent of these resolutions.

4. EFFECT OF MODIFICATION

The parties agree that, except as expressly modified by the amendment(s) described in Section 2, all other terms, conditions and provisions of the Original Agreement remain in full force and effect and are hereby ratified and confirmed. To the extent of any conflict between the Original Agreement and the amendments described herein, the amendment(s) shall control.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or other capacity and authority to enter into and perform its obligations under the amendment(s); (b) the amendment(s), when executed and delivered, will constitute the legal, valid and binding obligations of such party enforceable in accordance with their terms; and (c) the execution, delivery and performance of the amendment(s) will not violate any material agreement, law or court order applicable to such party.

6. RATIFICATION

The Company and the Counterparty hereby ratify and confirm all prior actions taken by their respective officers, directors and agents in connection with the negotiation, approval and execution of the amendment(s) described herein and authorize completion of any further acts necessary to effectuate such amendment(s).

7. NOTICES

All notices required or permitted under the Original Agreement, as amended, shall be delivered to the respective addresses set forth below or to such other address as a party designates by written notice to the other party in accordance with the notice provisions of the Original Agreement.

8. GOVERNING LAW

This Minute and the interpretation and enforcement of the amendment(s) shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT; SEVERABILITY

This Minute constitutes the complete and exclusive statement of the agreement among the parties with respect to the subject matter hereof and supersedes all proposals, negotiations and other communications, oral or written, among the parties relating thereto. If any provision of this Minute is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Minute shall be effective unless in writing and signed by authorized representatives of both the Company and the Counterparty. The waiver by any party of a breach of any provision shall not operate as a waiver of any other or subsequent breach.

11. COUNTERPARTS

This Minute 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. Signatures transmitted by electronic means shall be deemed originals for all purposes.

12. CERTIFICATION OF MINUTES

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting duly called and held in accordance with the applicable organizational documents and that such resolutions remain in full force and effect as of the date set forth below.

Unanimous approval Majority approval

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