Legal Sellers Resolutions Agreement

LEGAL SELLERS RESOLUTIONS AGREEMENT

This Sellers Resolutions Agreement (the Agreement) is made and entered into as of by and between Seller: , organized as Corporation Limited Liability Company Individual, under the laws of , with principal place of business at ; and Purchaser: , organized as Corporation Limited Liability Company Individual, under the laws of , with principal place of business at .

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain shares, assets or equity interests described in the Purchase Agreement referenced below, and has the power to sell and convey such interests; and

WHEREAS, Purchaser and Seller have negotiated a Purchase Agreement dated (the Purchase Agreement) providing for the transfer of the assets or equity interests upon the terms and conditions set forth therein; and

WHEREAS, the governing body of Seller has convened and resolved to adopt the resolutions set forth in this Agreement to authorize the execution, delivery and performance of the Purchase Agreement and related instruments by Seller's authorized representatives.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement. In addition:

"Closing" means the consummation of the transactions contemplated by the Purchase Agreement, to occur on or about , unless otherwise agreed in writing.

2. RESOLUTIONS; AUTHORITY

The governing body of Seller hereby adopts the following resolutions and certifies that such resolutions were duly adopted and are in full force and effect:

a) Seller is authorized to enter into, execute and deliver the Purchase Agreement and all ancillary documents necessary or desirable to effect the transactions contemplated thereby, and to perform all obligations required to be performed by Seller thereunder.

b) The individual identified below as the Authorized Signatory is authorized to execute and deliver, for and on behalf of Seller, the Purchase Agreement, ancillary documents, certificates, instruments and any amendments or waivers, and to take all actions necessary or advisable to carry out the intent of these resolutions.

3. EXECUTION AND DELIVERIES

Seller shall execute and deliver to Purchaser at or prior to Closing such certificates, instruments of transfer, resignations, releases, powers of attorney and other documents as are reasonably required by the Purchase Agreement to effect transfer of the assets or equity interests and to satisfy the conditions to Closing. The list of ancillary documents intended to be executed by Seller is described below.

4. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Purchaser that, as of the date hereof and as of the Closing Date, unless otherwise disclosed in writing pursuant to the Purchase Agreement:

a) Organization and Power. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or entity power and authority to execute and deliver the Purchase Agreement and to perform its obligations thereunder.

b) Title. Seller has good and marketable title to the assets or equity interests being transferred, free and clear of any liens, encumbrances or adverse claims except as expressly permitted by the Purchase Agreement.

c) No Contravention. The execution and delivery of the Purchase Agreement and the performance of the transactions contemplated hereby will not violate any provision of Seller's organizational documents, any material agreement to which Seller is a party, or applicable law.

5. COVENANTS

Seller covenants to cooperate in good faith with Purchaser to fulfill the conditions to Closing, to deliver all required certificates, releases and other Closing deliverables described below, and to use commercially reasonable efforts to obtain any consents necessary for the transactions.

6. CONDITIONS TO CLOSING

The obligations of Seller and Purchaser to close the transactions contemplated by the Purchase Agreement are subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement. Without limitation, Seller acknowledges that fulfillment of Seller's representations, warranties and covenants is a condition precedent to Purchaser's obligation to close.

Closing Location:

7. INDEMNIFICATION

Seller agrees to indemnify, defend and hold harmless Purchaser and its affiliates, officers, directors and representatives from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by Seller of its representations, warranties or covenants contained in the Purchase Agreement or this Agreement, subject to any limitations and procedures for indemnification set forth in the Purchase Agreement.

8. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of such provision or of the party's right to enforce such provision in the future.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Agreement, together with the Purchase Agreement and the ancillary documents referred to herein, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties relating thereto.

12. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts shall together constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as originals for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

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