Legal Unanimous Resolutions

LEGAL UNANIMOUS RESOLUTIONS

Company Name: organized as Entity Type: Corporation Limited Liability Company Partnership Other

State of Formation:    Principal Office:

RECITALS

WHEREAS, the undersigned are all of the directors and/or shareholders of Company Name: (the "Company") and together constitute the entire board or membership necessary to take action by unanimous written consent;

WHEREAS, it is the desire of the undersigned to take action and to authorize the matters set forth in these Resolutions without convening a meeting of the board of directors or members in accordance with the Company's governing documents and applicable law;

WHEREAS, the undersigned deem it advisable and in the best interests of the Company that the acts and transactions described in the Resolutions below be authorized and approved.

NOW, THEREFORE, IT IS HEREBY RESOLVED

1. Adoption by Unanimous Written Consent. The undersigned, constituting all of the members of the board of directors and/or all shareholders necessary for unanimous written consent, hereby adopt these Unanimous Resolutions pursuant to the Company's articles of incorporation and bylaws (or operating agreement) and the applicable statutes of the State of Formation: . Such adoption shall have the same force and effect as if taken at a duly convened meeting.
2. Authorization of Actions. The Company is hereby authorized to take the following actions (check the actions to be authorized and, where additional detail is required, provide a description):
   Execute, deliver and perform any agreements, instruments, or documents described below: Open or close bank accounts and designate authorized signatories.
   Issue, transfer or cancel equity interests as reflected in the corporate records.
   Other actions as described:
3. Ratification. Any and all acts previously taken by any officer, director, manager or agent of the Company in connection with the matters described in these Resolutions are hereby ratified, approved and confirmed in all respects and shall be and remain valid and binding as though done pursuant to specific prior corporate authorization.
4. Delegation and Authority to Execute. The officers of the Company, and each of them acting singly, are authorized and directed to execute and deliver all documents, and to take such further actions, including the payment of fees and expenses, as they may deem necessary or advisable to carry out the intent and purposes of these Resolutions. Any such execution or action shall be conclusive evidence of the authority granted hereby.
5. Minutes and Records. The Company Secretary or other custodian of corporate records is instructed to insert a copy of these Resolutions into the minute book and company records as part of the permanent records of the Company and to record the adoption hereof as required by applicable law.
6. Effective Date. These Resolutions shall be effective as of the Date of Unanimous Consent: , and shall continue in full force and effect until modified or revoked by subsequent resolution adopted in accordance with the Company's governing documents and applicable law.
7. Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each director, officer, manager and agent against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) incurred in connection with any action taken pursuant to these Resolutions, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

NOTICES

Any notice, demand or communication required or permitted under these Resolutions shall be in writing and shall be delivered to the addresses below:

MISCELLANEOUS

Governing Law. These Resolutions shall be governed by and construed in accordance with the laws of the State of Governing Law: , without regard to conflict of law principles.

Entire Agreement. These Resolutions constitute the entire unanimous written action of the undersigned with respect to the matters addressed herein and supersede any prior written consents or communications to the extent they are inconsistent with these Resolutions.

Severability. If any clause or provision of these Resolutions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Resolutions, and the remaining provisions shall be enforced to the fullest extent permitted by law.

Amendments; Waiver. Any amendment, modification or waiver of any provision of these Resolutions must be in writing and executed by the persons entitled to take such action under the Company's governing documents. No failure or delay in exercising any right shall operate as a waiver thereof.

Counterparts. These Resolutions may be executed in any number of counterparts, each of which when executed shall be deemed an original, but all of which together constitute one and the same instrument. Execution by electronic signature or by facsimile shall be deemed effective for all purposes.

CERTIFICATION

The undersigned hereby certify that they are authorized signatories of the Company and that the foregoing Resolutions have been adopted by unanimous written consent of the entire board of directors and/or all shareholders entitled to vote on the matters set forth herein, and that the actions authorized hereby are within the power of the Company and are not in conflict with any law or the governing documents of the Company.

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