Resolution to Settle Litigation

WHEREAS, the Corporation and LITIGATOR are presently engaged in litigation, and WHEREAS, an offer of settlement has been proposed, and WHEREAS, it is in the best interests of the Corporation to accept said settlement and terminate the litigation; be it:

RESOLVED, that the Corporation accept the settlement offer as presented to the Board and as set forth in offer of settlement annexed; and, it is

RESOLVED FURTHER, that the President of the Corporation, together with counsel, be authorized to execute and deliver all documents and undertake such acts as are necessary to comply with the terms of settlement.

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 COMPANY NAME,a corporation duly formed pursuant to the laws of the state of YOUR STATE and that the foregoing is a true record of a resolution duly adopted at a meeting of the DIRECTORS/MEMBERS and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on MEETING DATE,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 DAY OF THE WEEK, CURRENT MONTH of CURRENT YEAR.