Legal Bank Resolution

LEGAL BANK RESOLUTION

Company Name: Entity Type: State of Formation:

Employer Identification Number (EIN): Principal Business Address:

RECITALS

WHEREAS, the Board of Directors or other governing authority of the Company duly convened on at at which a quorum was present and acting throughout; and

WHEREAS, the Company desires to establish and/or maintain accounts, loans, lines of credit, electronic banking services and other financial accommodations with the Bank identified below, and to designate authorized persons who may act on behalf of the Company with respect to such accounts and services.

WHEREAS, the Company is willing to provide the Bank with a certified copy of these resolutions and such incumbency and specimen signature information as the Bank may reasonably request.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization to Open and Maintain Accounts. The Bank Name: located at: (the "Bank") is authorized to open, maintain, close and administer checking, savings, deposit, loan or other accounts as requested by the Company.
2. Authorized Signatories. The persons listed below are hereby designated as authorized signatories of the Company and are authorized, on behalf of the Company, to endorse checks, drafts, notes and other instruments, to execute agreements and documents relating to accounts, and to give instructions to the Bank with respect to the accounts and services specified in these resolutions.
   Authorized Signatory 1 Authorized Signatory 2 Additional Authorized Signatories (optional)
3. Account and Service Authority. The authorized signatories shall have full power and authority, severally and/or jointly as specified below, to:
   • Open and close accounts and deposit and withdraw funds;
   • Execute and deliver signature cards, account agreements, automatic transfer authorizations, and any other documents required by the Bank;
   • Obtain loans, overdrafts or lines of credit on behalf of the Company and pledge or encumber Company securities or rights as may be necessary to obtain such accommodations, subject to any corporate restrictions noted below;
   • Initiate, authorize and approve electronic funds transfers, wire transfers, ACH transactions, remote deposit capture and other electronic services consistent with the electronic services agreement; daily or per-transaction limits (if any):
   The Company directs the Bank to act upon the instructions of an authorized signatory without further inquiry as to the propriety or power of such person to give the instruction, and the Bank may rely upon such instructions until the Bank receives written notice of revocation or amendment signed by the undersigned officers of the Company.
4. Account Types and Services. The Company authorizes the Bank to establish any or all of the following services as requested by the Company (check applicable):
   Checking Account Savings Account Loan or Credit Facility Merchant Services Online/Electronic Banking
5. Ratification of Prior Acts. All prior actions taken by any officer or authorized signatory in connection with the establishment and operation of accounts and services with the Bank prior to the adoption of these resolutions are hereby ratified, confirmed and approved.
6. Certification and Indemnity. The Secretary or Assistant Secretary of the Company is authorized and directed to certify to the Bank a copy of these resolutions and to provide a current incumbency certificate identifying persons authorized to act under these resolutions. The Company agrees to indemnify and hold the Bank harmless from all claims, demands, losses, liabilities, costs and expenses arising out of the Bank's good faith reliance on these resolutions, the incumbency certificate, or any instructions believed by the Bank to have been properly given by an authorized signatory.

NOTICES

All notices, demands or communications required or permitted under these resolutions shall be in writing and delivered to the respective addresses below (or such other address as either party may designate in writing):

MISCELLANEOUS

Governing Law. These resolutions shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles.

Entire Agreement. These resolutions constitute the entire agreement between the Company and the Bank with respect to the matters addressed herein and supersede all prior written or oral arrangements on such matters between the Company and the Bank.

Severability. If any provision of these resolutions is determined to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and these resolutions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Amendments; Waiver; Counterparts. These resolutions may be amended or repealed by a subsequent resolution of the Company’s governing body. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. These resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION

I, the undersigned, hereby certify that I am the of the Company named above; that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors or other governing body of the Company; that such resolutions are in full force and effect on the date hereof; and that the persons named above as authorized signatories hold the offices set forth opposite their names.

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