Legal Reorganization Resolutions

LEGAL REORGANIZATION RESOLUTIONS

These resolutions are adopted by the Board of Directors of , a corporation organized under the laws of , with principal office at , adopted at a meeting of the Board held on . Unanimous written consent

RECITALS

WHEREAS, the Board has reviewed and considered a proposed plan of reorganization summarizing the corporate restructuring, asset transfers, corporate name change, amendments to the certificate of incorporation, and related matters described in the Plan of Reorganization (the "Plan");

WHEREAS, the Board has reviewed the terms of the Plan and the Transaction Documents and has determined that the Plan and the transactions contemplated thereby are advisable and in the best interests of the corporation and its shareholders;

WHEREAS, the Board has considered the material legal, tax and financial consequences of the proposed reorganization as presented to the Board and has received such advice and information as the Board deems necessary to make an informed determination;

NOW, THEREFORE, BE IT RESOLVED

1. Approval of Plan of Reorganization

The Board hereby approves the Plan of Reorganization in substantially the form presented to the Board. The Board finds and determines that the transactions contemplated by the Plan, including any mergers, consolidations, transfers of assets, reorganizations of equity, or corporate governance changes, are fair to and in the best interests of the corporation and its shareholders.

2. Authorization to Execute Transaction Documents

The Board authorizes and directs the officers of the corporation to negotiate, finalize, execute and deliver on behalf of the corporation all agreements, instruments, certificates and other documents (collectively, the "Transaction Documents") necessary or appropriate to effect the Plan and the transactions contemplated thereby, with such changes as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery of such Transaction Documents.

3. Amendments to Organizational Documents

The Board approves any amendments to the certificate of incorporation or bylaws necessary to effect the reorganization or to reflect post-reorganization governance, including but not limited to changes in authorized capital, corporate name or authorized classes of stock. The Board authorizes the filing of any required amended certificate or articles with the appropriate governmental authority.

4. Shareholder Actions and Notices

If shareholder approval is required for any aspect of the Plan, the Board authorizes the calling of a special meeting of shareholders and the distribution of proxy materials, notices and supporting documentation in the form and manner determined by the authorized officers. The Board directs the officers to set a record date and to take all steps necessary to solicit shareholder action.

5. Effective Date

The effective date of the reorganization (the "Effective Date") shall be the date specified in the Transaction Documents or such other later date as the authorized officers shall determine in their discretion, provided that any filing required to effect the reorganization has been accepted by the relevant filing authority.

6. Conditions Precedent

The obligations of the corporation under the Plan and the Transaction Documents shall be subject to the satisfaction (or waiver by the appropriate authorized officer) of customary closing conditions, including governmental approvals, absence of material adverse changes, and the accuracy of representations and warranties.

7. Further Assurances

Each officer of the corporation is authorized and directed to take such further actions, execute and deliver such further documents, and make or obtain such certifications and filings as may be necessary or advisable to carry out the intent and purposes of these Resolutions and to consummate the transactions contemplated by the Plan, including the execution and delivery of closing certificates and affidavits.

8. Ratification

All acts lawfully done or taken by any director or officer of the corporation prior to the date hereof in connection with the matters contemplated by these Resolutions are hereby ratified, confirmed and approved in all respects.

9. Governing Law; Miscellaneous Provisions

These Resolutions shall be governed by and construed in accordance with the laws of the state identified below without regard to conflicts of law principles.

Entire Agreement: These Resolutions constitute the entire action of the Board with respect to the subject matter hereof and supersede all prior resolutions and actions with respect thereto.

Severability: If any provision of these Resolutions is held invalid or unenforceable, the remaining provisions shall continue to have full force and effect.

10. Notices

Notices required or permitted by these Resolutions or by the Transaction Documents shall be given in writing and delivered to the addresses set forth below or to such other addresses as a party may designate in writing.

11. Amendments and Waiver; Counterparts

These Resolutions may be amended, modified, or waived only by the affirmative vote or written consent of the Board in accordance with the governing documents of the corporation. 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.

12. Certification of Adoption

The undersigned certifies that the foregoing Resolutions were duly adopted by the Board of Directors of the corporation in accordance with the applicable law and the corporation's bylaws and that such Resolutions remain in full force and effect as of the date hereof.

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