Manager Resolution Agreement

MANAGER RESOLUTION AGREEMENT

This Manager Resolution Agreement (the Agreement) is entered into as of by and between Company Name: , a organized under the laws of , with principal place of business at (the "Company"), and Manager Name: , an individual with mailing address (the "Manager").

RECITALS

WHEREAS, on the Board of Directors or Board of Managers of the Company convened at which a quorum was present and acted on matters relating to the appointment and authority of a Manager;

WHEREAS, the Board has determined that it is in the best interests of the Company to vest specified management and operational authorities in the Manager identified above in accordance with the terms and limitations set forth in this Agreement; and

WHEREAS, the Manager is willing to accept such appointment and to perform the duties and exercise the powers granted herein in accordance with the Company’s governing documents and applicable law.

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

1. APPOINTMENT AND AUTHORITY

The Company hereby appoints the Manager, and the Manager accepts such appointment, to act on behalf of the Company with the authority to perform the functions and exercise the powers specifically set forth in Section 3 of this Agreement. The Manager shall exercise such authority in good faith, in a manner the Manager reasonably believes to be in the best interests of the Company, and in accordance with the Company’s operating agreement, articles of organization or other governing instruments.

2. TERM

This Resolution shall become effective on the effective date set forth above and shall remain in full force and effect until unless earlier terminated in accordance with the Company’s governing documents or by written instrument executed by the Board.

3. ACTIONS AUTHORIZED

Subject to the limitations set forth in Section 4, the Manager is authorized to perform the following duties and to take the following actions on behalf of the Company:

Enter into and execute agreements and contracts necessary for the ordinary course of business or as otherwise approved by the Board.

Open, maintain and close bank and deposit accounts, endorse checks and negotiate instruments, and manage cash and banking relationships on behalf of the Company.

Hire, supervise and terminate employees and contractors, and establish compensation and benefit arrangements consistent with any budgets or limits approved by the Board.

Execute and deliver instruments and documents necessary to carry out the purposes of this Agreement and the Company’s business.

4. LIMITATIONS AND CONDITIONS

The Manager shall not, without prior written approval of the Board, enter into any transaction, commit the Company to any liability, or dispose of Company assets if the aggregate consideration or liability exceeds $. Any commitment made in contravention of this Section shall be unenforceable by the Manager against the Company.

The Manager shall provide the Board with periodic reports as reasonably requested and shall maintain books, records and accounts in accordance with generally accepted accounting principles. The Manager shall not delegate authority granted hereunder except to employees or agents of the Company in the ordinary course of business and remains responsible for actions so delegated.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

To the fullest extent permitted by law and the Company’s governing instruments, the Company shall indemnify, defend and hold harmless the Manager from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) incurred by reason of any act or omission by the Manager within the scope of authority granted by this Agreement, provided that such indemnity shall not extend to acts of gross negligence, willful misconduct or fraud.

7. NOTICES

All notices required or permitted hereunder shall be given in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses provided above or to such other address as a party designates by written notice delivered in accordance with this Section.

8. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party granting the waiver. This Agreement 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; facsimile or electronic signatures shall be treated as originals.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the internal laws of the state or jurisdiction of , without regard to conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, such holding shall not affect the remaining provisions, which shall remain in full force and effect. This Agreement, together with any resolutions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

10. MISCELLANEOUS

The Manager acknowledges that the exercise of the authorities granted by this Agreement is subject to the fiduciary duties, restrictions and obligations imposed by applicable law and the Company’s governing documents. The Manager shall promptly disclose to the Board any potential conflicts of interest and shall not engage in any transaction that would constitute a breach of fiduciary duty.

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