BOARD RESOLUTION OF [INSERT COMPANY NAME] TO RETAIN AN ATTORNEY

DULY PASSED ON [INSER EFFECTIVE DATE]

APPOINTMENT OF ATTORNEY

WHEREAS, it has come to the attention of the Board of Directors of [INSERT COMPANY NAME] (the "Company") that legal representation is necessary for the protection and best interests of the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves and authorizes the retention of [INSERT ATTORNEY'S NAME], a licensed attorney in good standing, and the law firm of [INSERT LAW FIRM NAME], to provide legal services and representation to the Company in matters as deemed necessary and appropriate by the attorney;

FURTHER RESOLVED, that the Board of Directors authorizes the payment of legal fees and expenses incurred in connection with the retention of [INSERT ATTORNEY'S NAME] and [INSERT LAW FIRM NAME] from the Company's funds, and the [INSERT CHIEF FINANCIAL OFFICER/TREASURER] is directed to ensure the timely payment of such fees and expenses;

FURTHER RESOLVED, that all actions taken by [INSERT ATTORNEY’S NAME] and [INSERT LAW FIRM NAME] on behalf of the Company in accordance with this resolution are hereby ratified and approved;

It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the Company on the [INSERT DATE OF PASSING THE RESOLUTION], in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute Book and is in full force and effect.

IN WITNESS WHEREOF, the undersigned, being all of the Directors of [INSERT YOUR COMPANY NAME], hereby adopt this resolution as of the date first above written.

[INSERT NAME OF THE CHAIRMAN OF THE BOARD]

[INSERT NAME OF THE DIRECTOR]