Legal Rectification Resolutions

LEGAL RECTIFICATION RESOLUTIONS

This Legal Rectification Resolutions (the "Resolutions") is adopted on this by the Board of Directors of Company Name: , an entity type: organized under the laws of Jurisdiction: , with registration number: and principal place of business at: (the "Company"), and Authorized Representative: , Title: , Address: (the "Representative").

RECITALS

WHEREAS, certain corporate records, filings, instruments or public registrations of the Company contain clerical, typographical or administrative errors and omissions (the "Errors") that require correction to accurately reflect the intent and actions of the Company;

WHEREAS, the Board of Directors has reviewed the Errors and determined that rectification and corrective filings, attestations or restatements are necessary and appropriate to protect the interests of the Company and its stakeholders; and

WHEREAS, the Board has the authority under the Company's governing documents and applicable law to effectuate corrections, to authorize officers to execute instruments, and to direct the filing of corrected documents with governmental and other registries.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Board adopts the following resolutions.

1. DEFINITIONS

For purposes of these Resolutions, the following terms shall have the meanings set forth below. "Corrected Documents" means the instruments, filings, records or registrations identified in Section 3 and as further described in the Rectification Schedule. "Effective Date" means the date specified for each rectification or, if none is specified, the date of filing or execution as required by the relevant registrar or authority.

2. AUTHORITY TO RECTIFY

The Board hereby authorizes and directs the officers of the Company to prepare, execute and deliver any and all documents, affidavits, instruments and certifications and to take all actions reasonably necessary or desirable to correct the Errors and effectuate the rectifications described in these Resolutions. Such actions shall include, without limitation, the preparation and filing of corrected or restated documents with any governmental authority, registrar, registry or third party and the execution of any affidavits or attestations required to verify such corrections.

3. SPECIFIC RECTIFICATIONS

The Board approves the Rectification Schedule described below and authorizes the officers to implement each item in accordance with the terms set forth. For each item, the Company authorizes correction of the identified error and any related retroactive or ministerial amendments necessary to reconcile corporate records.

4. AUTHORITY TO EXECUTE AND FILE

The Company hereby authorizes Representative Name: , or any other officer designated by the Board, to sign, execute and deliver on behalf of the Company any corrected instruments, affidavits, certificates, powers of attorney, or other documents and to cause the same to be filed or recorded with the appropriate authorities. The actions of such authorized officer(s), when taken in good faith, shall be conclusively presumed to be authorized by these Resolutions.

The Board further authorizes the payment of any filing fees and the engagement of counsel or agents as necessary to effectuate the rectifications, subject to customary approval processes.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

The Company represents and warrants that: (a) it has full corporate power and authority to adopt these Resolutions and to authorize the actions contemplated herein; (b) the persons executing documents pursuant to these Resolutions are duly authorized; and (c) to the best of the Company's knowledge, the rectifications are true and correct. The Company shall indemnify and hold harmless any officer or agent who, in good faith, executes or furnishes any affidavit, certificate or other instrument pursuant to these Resolutions from and against any and all loss, liability or expense arising out of or relating to such actions, except to the extent caused by such person's gross negligence or willful misconduct.

6. RECORDS; MINUTES

The Secretary or authorized officer is directed to insert a true and complete copy of these Resolutions into the minute book of the Company and to make a notation of all corrective filings and actions taken pursuant to these Resolutions. Minutes recorded by: on .

7. NOTICES

Any notice, demand or communication required or permitted under these Resolutions shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notice to the Company:

8. GOVERNING LAW

These Resolutions shall be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to principles of conflicts of law that would require the application of the law of another jurisdiction.

9. ENTIRE AGREEMENT; SEVERABILITY

These Resolutions constitute the entire resolution and agreement of the parties with respect to the subject matter hereof and supersede all prior resolutions, agreements or understandings, written or oral, relating to such subject matter. 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 be affected or impaired.

10. AMENDMENT; WAIVER; COUNTERPARTS

These Resolutions may be amended or modified only by a written instrument signed by both parties or by further action of the Board of Directors. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. These Resolutions may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument.

11. CERTIFICATION

The undersigned hereby certifies that the foregoing Resolutions were duly adopted by the Board of Directors of the Company in accordance with applicable law and the bylaws or operating agreement of the Company and that such Resolutions are in full force and effect as of the date set forth below.

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