Shareholder Resolution for Change of Ownership

SHAREHOLDER RESOLUTION FOR CHANGE OF OWNERSHIP

Company Name: organized under the laws of Jurisdiction: (the "Company"), and Shareholder Name: and Transferee Name: have the following resolution adopted on Date: .

RECITALS

WHEREAS, the Shareholder is the lawful record and beneficial owner of shares of the Company, represented by Certificate No(s). (the "Shares");

WHEREAS, the Shareholder desires to transfer and the Transferee desires to accept transfer of the Shares on the terms and conditions set forth herein; and

WHEREAS, the Board of Directors and the Shareholder have reviewed and determined that the transfer is authorized by the Company’s governing documents and applicable law, and that such transfer is in the best interests of the Company and its shareholders.

NOW, THEREFORE, BE IT RESOLVED

The Board and Shareholder hereby adopt the following resolutions, which shall constitute a corporate act of the Company and a binding agreement among the parties.

1. AUTHORIZATION OF TRANSFER

The transfer by the Shareholder to the Transferee of the Shares described above is authorized and approved. The Shareholder is authorized and directed to execute and deliver, and the officers of the Company are authorized to accept, such instruments of transfer, stock powers, assignments and other documents as are reasonably necessary to effect the transfer and vest record ownership of the Shares in the Transferee.

2. EFFECTIVE DATE AND CONSIDERATION

The effective date of the transfer shall be (the "Effective Date"). The purchase price or other consideration to be paid for the Shares is: , payable and recorded as set forth in the agreement of transfer between the Shareholder and the Transferee.

3. REGISTER OF MEMBERS

Upon receipt of duly executed transfer documents and any required consideration, the Secretary or other designated officer is authorized and directed to enter the change of ownership in the Company’s register of members and to cancel or endorse the Share certificate(s) as appropriate. The Company’s records shall reflect the Transferee as the holder of the Shares as of the Effective Date.

4. REPRESENTATIONS AND WARRANTIES

The Shareholder represents and warrants to the Company and the Transferee that: (a) the Shareholder is the lawful owner of the Shares free and clear of all liens, encumbrances and adverse claims; (b) the Shareholder has full power and authority to transfer the Shares; and (c) the execution and delivery of the transfer instruments will not violate any agreement to which the Shareholder is a party.

The Transferee represents and warrants that the Transferee has the legal capacity and authority to acquire the Shares and that such acquisition does not violate any applicable law, agreement, or right of any third party.

5. INDEMNIFICATION

The Shareholder shall indemnify, defend and hold harmless the Company and its officers, directors and agents from and against any losses, claims, liabilities or expenses arising out of any breach of the Shareholder’s representations, warranties or covenants contained in this Resolution, including reasonable attorneys’ fees and costs.

6. FURTHER ACTIONS

Any officer of the Company is authorized to execute and deliver on behalf of the Company such additional instruments, certificates, affidavits and documents and to take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Resolution, including endorsing certificates and issuing replacement certificates if required.

7. AMENDMENT OF COMPANY RECORDS

The books, minute records and shareholder ledger of the Company shall be amended to reflect the transfer and any related corporate actions. The Secretary shall attach to the corporate records the executed transfer documents and any instruments evidencing consideration paid.

8. NOTICES

Notices under this Resolution shall be given in writing and shall be effective upon receipt at the addresses set forth above or at such other address as a party may designate by notice in accordance with this section.

9. GOVERNING LAW

This Resolution and any dispute arising out of or relating to this Resolution shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Resolution constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings related thereto. If any provision of this Resolution is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Resolution may be amended or modified only by a written instrument executed by the Company and the Shareholder and, where applicable, the Transferee. No failure or delay by any party in exercising any right shall operate as a waiver. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. DESCRIPTION OF SHARES TRANSFERRED

CERTIFICATION

I, , the duly appointed Secretary of the Company, hereby certify that the foregoing resolution was duly adopted by the Board of Directors and the Shareholder in accordance with the governing documents of the Company and applicable law, and that such resolution remains in full force and effect as of the date set forth below.

Secretary Name: Title: Date:

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