Resolution to Indemnify and Hold Harmless

RESOLVED, that the Corporation indemnify and hold harmless ___________ ______________________________________and its successors and assigns from any and all liability arising from _______________________________________. Said indemnification being upon such terms as are contained in an indemnification agreement annexed hereto.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _________________________ of _______________________________.___________________________

Secretary