Legal Resolution Mandate

LEGAL RESOLUTION MANDATE

This Legal Resolution Mandate (the "Mandate") is made effective as of by and between Authorizing Entity: with principal office at and Mandated Representative: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Authorizing Entity is a duly organized and validly existing entity with authority to adopt resolutions and delegate corporate actions; and

WHEREAS, at a meeting duly called and held on the governing body of the Authorizing Entity adopted a resolution numbered authorizing delegation of certain powers to the Mandated Representative; and

WHEREAS, the Parties desire to set forth the specific mandate, scope, limitations and administrative procedures governing the delegated authority.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Mandate, the following terms shall have the meanings set forth below:

a) "Mandate Period" means the period commencing on the Effective Date and continuing until the earlier of the termination date specified in Section 4 or revocation in accordance with Section 10.

b) "Powers" means the authorities expressly delegated in Section 2 and any incidental acts necessary to effectuate those authorities.

2. AUTHORITY AND MANDATE

The Authorizing Entity hereby delegates to the Mandated Representative the Powers described in Section 3. The Mandated Representative shall exercise such Powers strictly in accordance with this Mandate, the Authorizing Entity's governing documents, and applicable law. The delegation is made with full power to bind the Authorizing Entity for the limited purposes set forth below, provided that the Mandated Representative acts in good faith and within the express scope of delegated authority.

3. SCOPE OF AUTHORITY

The Mandated Representative is authorized to take the following actions on behalf of the Authorizing Entity, subject to the limitations set forth in Section 5:

3.1 Execute, sign, deliver and negotiate documents, contracts, instruments and agreements necessary to effectuate corporate transactions specified in the accompanying mandate details.

3.2 Represent the Authorizing Entity in discussions, negotiations and meetings with third parties, government agencies and other stakeholders to the extent reasonably necessary to implement the actions authorized herein.

3.3 Make payments and receive funds in connection with transactions expressly approved by the Authorizing Entity, provided that any single payment exceeding must receive prior written approval from the Authorizing Entity.

4. TERM; TERMINATION

This Mandate shall commence on the Effective Date and shall continue in full force for a period of years, unless earlier revoked or terminated in accordance with this Section. The Authorizing Entity may revoke or modify the Mandate, in whole or in part, by delivering written notice to the Mandated Representative in accordance with Section 9, which revocation shall be effective upon receipt unless otherwise specified.

5. DUTIES AND LIMITATIONS

5.1 The Mandated Representative shall act with reasonable care, in good faith and in the best interests of the Authorizing Entity. The Mandated Representative shall keep accurate records of actions taken under this Mandate and shall provide written reports upon request.

5.2 The Mandated Representative shall not: (a) incur indebtedness or obligations on behalf of the Authorizing Entity in excess of the limits set by the Authorizing Entity; (b) convey, transfer or encumber real property without prior written authorization; or (c) take any action that would reasonably be expected to violate applicable law or the Authorizing Entity's organizational instruments.

6. MANDATE DETAILS

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full corporate power and authority to enter into and perform this Mandate; (b) the execution, delivery and performance of this Mandate has been duly authorized by all necessary corporate action; and (c) this Mandate constitutes a legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable insolvency and other laws.

8. INDEMNIFICATION

The Mandated Representative shall indemnify, defend and hold harmless the Authorizing Entity from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Mandated Representative's gross negligence, willful misconduct or material breach of this Mandate. The Authorizing Entity shall indemnify the Mandated Representative for liabilities reasonably incurred in good faith and within the scope of the delegated authority.

9. NOTICES

All notices and communications required or permitted under this Mandate shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a Party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Mandate shall be effective unless set forth in a written instrument signed by both Parties. No failure or delay in exercising any right shall operate as a waiver thereof, and any single or partial exercise of any right shall not preclude other or further exercise of such right.

11. COUNTERPARTS

This Mandate may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by facsimile or electronic image shall be deemed original for purposes of this Mandate.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Mandate shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Mandate constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Mandate is held to be invalid or unenforceable, such provision shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

The Parties agree to cooperate and execute such further documents and take such additional actions as may be reasonably necessary to carry out the purposes of this Mandate. No third-party beneficiary rights are created by this Mandate except as expressly provided herein.

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