Share Issuance Resolution Document

SHARE ISSUANCE RESOLUTION DOCUMENT

This Share Issuance Resolution (the Resolution) is made effective as of by and between Company Name: , a corporation organized under the laws of State of Incorporation: (the Company), and Recipient/Subscriber: of Address:

RECITALS

WHEREAS, the Board of Directors of the Company duly convened a meeting or acted by unanimous written consent on at which a quorum was present and acting throughout; and

WHEREAS, the Board has determined that it is in the best interests of the Company to authorize the issuance and sale of certain shares to the Subscriber on the terms and conditions set forth herein; and

WHEREAS, the Subscriber has agreed to accept and pay for such shares in accordance with the terms of this Resolution.

NOW THEREFORE

NOW THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions and authorizes the officers of the Company to take such actions as are necessary to effectuate the same.

1. AUTHORIZATION OF ISSUANCE

The Company is hereby authorized to issue and sell to the Subscriber shares of stock, having a par value of per share (the Shares), to be duly issued, fully paid and non-assessable upon receipt by the Company of the consideration set forth below.

2. PURCHASE PRICE AND CONSIDERATION

The aggregate purchase price for the Shares shall be and the price per share shall be . Consideration delivered by the Subscriber shall be:

Cash Services rendered Other (specify below)

3. SHARE CERTIFICATES; RESTRICTIONS

The Shares shall be evidenced by a certificate bearing certificate number (if applicable) and shall contain a legend reflecting any transfer restrictions, rights of first refusal, or other limitations imposed under the Company's organizational documents or any applicable agreements.

4. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that it has full corporate power and authority to issue the Shares and that, upon issuance in accordance with this Resolution, the Shares will be duly authorized, validly issued, fully paid and nonassessable. The Subscriber represents and warrants that the Subscriber has full power and authority to enter into this transaction and that the consideration being tendered is not the result of violation of any applicable law, and that the Subscriber is acquiring the Shares for investment for the Subscriber's own account and not with a view to distribution.

5. CONDITIONS PRECEDENT TO ISSUANCE

The obligation of the Company to issue the Shares is subject to satisfaction of the following conditions precedent on or before the Closing Date:

1. receipt by the Company of the aggregate purchase price in immediately available funds or other agreed consideration;
2. delivery by the Subscriber of all executed agreements, waivers, and documents reasonably requested by the Company; and
3. no governmental authority having enacted, issued or entered any order that restrains or prohibits the issuance of the Shares.

Closing Date:

6. BOARD AND OFFICER AUTHORIZATION

The officers of the Company are hereby authorized and directed, for and on behalf of the Company, to execute and deliver all documents and take all actions as they may deem necessary or advisable to carry out the foregoing resolutions, including the issuance of certificates representing the Shares and making appropriate entries in the Company's stock ledger. The officer so authorized is: with title:

7. EFFECTIVE DATE

This Resolution shall be effective as of the date first written above or as of the Closing Date specified above, whichever is later.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Resolution is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Resolution may be amended only by a written instrument signed by the Company and the Subscriber. No failure or delay by any party in exercising any right under this Resolution shall operate as a waiver of that right. 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.

CERTIFICATION

The undersigned Secretary or authorized officer of the Company hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of the Company in accordance with the Company's governing documents and applicable law and that the actions taken by the officers and directors pursuant to these resolutions are hereby ratified and approved.

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