Legal Resolution and Disclosures

LEGAL RESOLUTION AND DISCLOSURES

This Legal Resolution and Disclosures (the "Resolution") is made as of Effective Date: , by and between Company Name: , an entity of the following type: Corporation LLC Partnership and having its principal address at , and Counterparty Name: with principal address at . Company and Counterparty are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Board of Directors or other governing body of Company has determined it is advisable and in the best interests of Company to authorize certain actions and disclosures described in this Resolution; and

WHEREAS, Counterparty has requested that Company make certain disclosures and certifications necessary to permit Counterparty to evaluate or complete a business transaction, financing, contract, or regulatory filing; and

WHEREAS, the Parties desire to set forth the authorizations, disclosures, representations, warranties, and administrative provisions governing such disclosures and the actions to be taken by authorized officers or representatives.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. AUTHORIZING RESOLUTION

The governing body of Company hereby adopts and ratifies the actions required to prepare, execute and deliver the disclosures described in Section 2 below. The officers and authorized representatives identified in this Resolution are empowered to take such actions and to execute, deliver and file all documents, certificates and instruments and to do all things they reasonably deem necessary or desirable to effectuate the purposes of this Resolution.

2. DISCLOSURES

Company will provide to Counterparty the disclosures, certifications, and documents described in this section (collectively, the "Disclosures"). The Disclosures may include, without limitation, corporate formation documents, organizational charts, capitalization and equity ownership information, financial statements, material contracts, regulatory filings, compliance certifications, and any material facts reasonably necessary for Counterparty to evaluate the proposed business transaction.

3. REPRESENTATIONS AND WARRANTIES

Company represents and warrants to Counterparty that, as of the Effective Date and as of the date each Disclosure is delivered: (a) Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) the execution, delivery and performance of this Resolution and any Disclosure will not violate any agreement or obligation to which Company is a party or by which it is bound; (c) all information contained in the Disclosures is true, complete and correct in all material respects and does not omit to state material facts necessary to make the statements contained therein not misleading; and (d) there is no pending or, to the Knowledge of Company, threatened litigation, investigation or proceeding that would reasonably be expected to have a material adverse effect on the information disclosed.

4. CONFIDENTIALITY AND USE OF DISCLOSURES

All Disclosures and any information derived therefrom are confidential and shall be used solely for the purpose described in the Recitals. Counterparty shall maintain the Disclosures in confidence using at least the same degree of care it uses to protect its own confidential information and shall not disclose Disclosures to any third party except to its employees, agents, counsel, accountants or financing sources on a need-to-know basis, provided such persons are bound by confidentiality obligations at least as protective as those in this Resolution. Required disclosures by law or order of a court shall be made only after prompt notice to Company, to the extent legally permitted.

5. COMPLIANCE, RECORDS AND COOPERATION

Company shall maintain books and records supporting the Disclosures for a period of no less than three (3) years from delivery, or longer if required by applicable law. Company and Counterparty shall reasonably cooperate with one another in connection with any third-party or governmental inquiries related to the Disclosures, and each Party shall provide additional information or documentation reasonably requested by the other Party to confirm the accuracy of the Disclosures.

6. INDEMNIFICATION

Company agrees to indemnify, defend and hold harmless Counterparty and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any inaccuracy or breach of any representation, warranty or covenant made by Company in this Resolution or in the Disclosures, except to the extent such losses arise from Counterparty's use of the Disclosures in violation of this Resolution or applicable law.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Resolution shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

This Resolution may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the Party granting the waiver. A waiver on one occasion shall not be construed as a waiver on any other occasion.

9. GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would apply the laws of another jurisdiction.

10. ENTIRE AGREEMENT; SEVERABILITY

This Resolution, together with the Disclosures delivered pursuant hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, concerning such subject matter. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. COUNTERPARTS; EXECUTION

This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission in portable document format (PDF) shall be effective as an original signature for all purposes.

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