Legal Organizational Resolutions

ORGANIZATIONAL RESOLUTIONS

These Organizational Resolutions (the Resolutions) are adopted by the undersigned parties on behalf of the entity identified below. Organization Name: , State of Formation: , Date of Formation: . Adopting Officer Name: , Officer Title: , Principal Office: .

RECITALS

WHEREAS, the Organization was validly formed and is in good standing under the laws of the State of Formation identified above, and the undersigned are authorized to adopt initial organizational actions and resolutions necessary to carry on the business of the Organization;

WHEREAS, at a meeting duly called and held on , the incorporator(s) and/or initial directors resolved to adopt these resolutions to establish governance, appoint officers, authorize bank accounts, and take such actions as set forth herein;

WHEREAS, the undersigned now desire to adopt and memorialize certain organizational acts and authorizations in writing to provide clear corporate authority and documentation for third parties and for the records of the Organization;

NOW, THEREFORE, in accordance with the Organization’s governing documents and applicable law, it is hereby RESOLVED as follows:

1. FORMAL ADOPTION OF BYLAWS AND ORGANIZATIONAL DOCUMENTS

The bylaws presented to this meeting are adopted and approved as the official bylaws of the Organization. The Secretary is directed to insert a copy of the bylaws into the minute book of the Organization and to certify a copy for use as evidence of corporate action. Bylaws adopted: Yes

2. APPOINTMENT OF DIRECTORS AND OFFICERS

The following individuals are hereby appointed to serve in the capacities set forth opposite their names until their successors are elected or appointed and qualify or until their earlier resignation or removal:

3. AUTHORIZATION TO OPEN BANK ACCOUNTS

The Organization is authorized to open and maintain bank accounts in the name of the Organization with such financial institutions as the officers deem appropriate. Authorized signatories on the Organization’s accounts shall be as follows (name and title):

Any two of the authorized signatories, acting together, may endorse checks, execute agreements, and take such actions as are necessary to carry out banking operations unless otherwise restricted by a separate banking resolution.

4. ISSUANCE OF CAPITAL AND SHARES

The Organization is authorized to issue and allot capital interests or shares as set forth in the organizational documents. The Secretary is directed to record the issuance of any shares or membership interests in the Organization’s records. Description of initial issuance (class, quantity, recipients):

5. FISCAL YEAR, RECORDS, AND TAX MATTERS

The fiscal year of the Organization shall end on the last day of of each year unless changed by resolution of the board. The books and records of the Organization shall be maintained at the principal office and shall be open to inspection in accordance with governing law.

6. AUTHORITY TO EXECUTE DOCUMENTS

The officers of the Organization are authorized and directed to execute and deliver on behalf of the Organization all instruments, agreements, certificates and other documents and to take all actions they deem necessary or desirable to carry out the purposes and intent of these resolutions. Such actions previously taken by any officer or agent of the Organization that are consistent with these resolutions are hereby ratified and confirmed in all respects.

7. CORPORATE SEAL

The Organization hereby adopts a corporate seal in the form determined by the officers. The Secretary is authorized to obtain and retain the corporate seal for use in official matters. Corporate seal adopted: Yes

8. RATIFICATION OF PRIOR ACTS

All acts, contracts, bank openings, signings, and other undertakings heretofore made or taken by the incorporator(s), directors, or officers of the Organization for or on behalf of the Organization relating to organization and commencement of business are hereby ratified, confirmed and approved in all respects.

9. NOTICES

All notices required or permitted to be given under these resolutions shall be in writing and shall be delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the address of the recipient set forth in the Organization’s records. Notice address for the Organization:

10. MISCELLANEOUS

Governing Law: These resolutions shall be governed by and construed in accordance with the laws of the State of Formation identified above, without regard to conflict of law principles.

Entire Agreement: These resolutions constitute the entire written action of the undersigned with respect to the matters resolved herein and supersede all prior oral or written actions to the extent inconsistent herewith.

Severability: If any provision of these resolutions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the undersigned to the fullest extent permitted by law.

Amendments and Waiver: These resolutions may be amended, modified or rescinded by the board of directors or by the persons authorized to act for the Organization, and a waiver of any provision shall be effective only if in writing and signed by a person authorized to waive such provision.

Counterparts: These resolutions may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image, or other reproduction shall be effective for all purposes.

CERTIFICATION

I hereby certify that I am the Secretary (or other officer authorized to certify) of the Organization named above and that the foregoing resolutions were duly adopted as of the date set forth below and are in full force and effect without modification.

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