NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Uniform Form of Corporate Resolution
Uniform
Corporate Resolution
Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, which provides that the fee shall be $55.80 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered.
Uniform Corporate Resolution
Uniform Form of Corporate Resolution
of___________________________________________________
(Name of Corporation)
RESOLVED, that it is desirable and in the best interest of this
Corporation that its securities be qualified or registered for sale
in various states; that the President or any Vice President and
the Secretary or any Assistant Secretary hereby are authorized
to determine the states in which appropriate action shall be taken
to qualify or register for sale all or such part of the securities of
this Corporation as said officers may deem advisable; that said
officers are hereby authorized to perform on behalf of this
Corporation any and all such acts as they deem necessary or
advisable in order to comply with the applicable laws of any such
states, and in connection therewith to execute and file all
requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; and the
execution by such officers of any such paper or document or
the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority from this
Corporation and the approval and ratification by this Corporation
of the papers and documents so executed and the action so taken.
CERTIFICATE
The undersigned hereby certifies that he is the
______________________________________________________
Secretary of ______________________________________,
a corporation organized and existing under the laws of the
State of ______________________________;
that the foregoing is a true and correct copy of a resolution duly
adopted at a meeting of the Board of Directors of said corporation
held on the _________________day of ________________, 20____,
at which meeting a quorum was at all times present and acting;
that the passage of said resolution was in all respects legal;
and that said resolution is in full force and effect.
Dated this________day of ________________________, 20_______.
_______________________________________________________
Secretary
(CORPORATE SEAL)
Form U-2A
Form U-2A
