Legal Purchase Resolution

LEGAL PURCHASE RESOLUTION

This Legal Purchase Resolution (the "Resolution") is adopted by the Board of Directors of Company Name: , a business organized under the laws of Jurisdiction of Formation: , with principal place of business at Principal Address: , at a meeting duly held on Meeting Date: .

RECITALS

WHEREAS, the Board has considered the proposed purchase of certain assets or equity interests described below and has reviewed the materials, financial information and recommendations presented by management; and

WHEREAS, Seller Name: (the "Seller") has offered to sell to the Company the Property or Assets described as:

WHEREAS, the Board has determined that such purchase is in the best interests of the Company and its shareholders or members and should be authorized subject to the terms and conditions set forth in this Resolution.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts the following resolutions:

1. AUTHORIZATION TO PURCHASE

The Company is hereby authorized to purchase from Seller Name: the assets and/or interests described above (the "Purchase Assets") on the material terms approved by the Board, which shall include a purchase price not to exceed Purchase Price: and such adjustments, allocations and prorations as are customary in transactions of this nature.

2. APPROVAL OF PURCHASE DOCUMENTS

The form, substance and negotiation of a Purchase Agreement and all ancillary documents, schedules and instruments (collectively, the "Purchase Documents") are hereby approved in substantially the form presented to the Board, with such changes, modifications and deletions as any Authorized Officer (defined below) deems necessary or desirable, such determination to be conclusively evidenced by execution and delivery of the Purchase Documents.

3. AUTHORITY TO EXECUTE

The following individual(s) are authorized and empowered (each an "Authorized Officer") to execute, acknowledge, deliver and perform on behalf of the Company any and all Purchase Documents and to take all actions and to execute and deliver any and all documents and instruments, and to do and perform all such acts, as the Authorized Officer may deem necessary or desirable to carry out the intent and purposes of this Resolution:

4. PAYMENT, FUNDING AND ESCROW

The Company shall fund the Purchase Price from Source of Funds: or such other lawful sources as the Authorized Officer may determine. Any escrow, holdback or payment schedule shall be administered in accordance with the Purchase Documents.

5. CONDITIONS PRECEDENT

The obligations of the Company to consummate the purchase are subject to customary closing conditions, including, without limitation, (a) completion of due diligence by the Company; (b) approval of any required third parties or governmental authorities; and (c) representations and warranties of the Seller being true and correct in all material respects as of the Closing Date. The Board expressly conditions closing on the following items being satisfied or waived:

6. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the extent applicable that it is duly organized and validly existing under the laws of its jurisdiction, has full corporate power and authority to own its properties and to carry on its business as now conducted, and that the execution and delivery of the Purchase Documents and the performance of its obligations thereunder have been duly authorized by all necessary corporate action.

7. INDEMNIFICATION

The Company shall indemnify and hold harmless its officers, directors and agents and, to the extent set forth in the Purchase Documents, the Seller, from and against any and all liabilities, losses, damages and expenses arising from or related to the Company's breach of representations, covenants or obligations under the Purchase Documents, except to the extent such liabilities arise from the gross negligence or willful misconduct of an indemnified party.

8. NOTICES

All notices, demands or communications required or permitted under this Resolution or the Purchase Documents shall be in writing and delivered to the addresses below or to such other address as a party may designate by written notice:

9. GOVERNING LAW

This Resolution and any Purchase Documents entered into pursuant hereto shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Resolution constitutes the entire resolution of the Board with respect to the matters herein and supersedes any prior resolutions to the extent inconsistent. If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Resolution may be amended only by a written instrument approved by a majority of the Board and executed by an Authorized Officer.

11. WAIVER

Failure by the Company to enforce any provision of this Resolution shall not be deemed a waiver of future enforcement of that or any other provision.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Company named above, at a meeting duly held in accordance with law and the Bylaws of the Company, and that such resolution is now in full force and effect.

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