Legal Capital Signature Form

LEGAL CAPITAL SIGNATURE FORM

This Legal Capital Signature Form (the "Form") is executed as of Effective Date: by and between Company Name: (Company), Entity Type: Corporation LLC Partnership Other: and Counterparty Name: .

RECITALS

WHEREAS, Company is authorized to issue capital in the form and amounts set forth in its organizational instruments and desires to certify the legal capital, paid-in capital, and any related issuance details as of the Effective Date; and

WHEREAS, Counterparty is a party (either as a subscriber, investor, or transferee) to transactions affecting the capital structure and requires a written certification executed by an authorized officer of the Company confirming legal capital matters described herein; and

WHEREAS, the parties desire to set forth their mutual acknowledgements, certifications and the formal signature evidencing such certification on the terms set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Form and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below: "Legal Capital" means the aggregate par value (or stated capital where applicable) of issued and outstanding shares or units as recorded in the Company's books and statutory filings; "Paid-In Capital" means amounts actually received by the Company for issuance of stock, membership interests or other capital interests; and "Effective Date" means the date set forth above.

2. CERTIFICATION OF LEGAL CAPITAL

As of Effective Date, Company hereby certifies the following capital particulars as true and complete to the best of the Company's knowledge and pursuant to a corporate resolution authorizing this certification:

3. REPRESENTATIONS AND WARRANTIES

Company represents and warrants that: (a) the statements set forth in Section 2 are true, complete and accurate as of the Effective Date; (b) the issuance and recording of the issued and outstanding capital described herein have been duly authorized and are validly issued, fully paid and non-assessable under applicable law; and (c) no outstanding options, warrants or other rights to purchase shares or interests exist except as disclosed in the capital structure description.

4. CONDITIONS TO CERTIFICATION

This certification is issued subject to verification of corporate records and receipt by Company of any consideration required for issuances. Company reserves the right to supplement or amend corporate ledgers prior to final recorded filings, provided that any such change that materially affects representations made herein will be communicated in writing to Counterparty.

5. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

6. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Form will be effective unless in writing and signed by an authorized representative of each party. The failure of either party to enforce any provision of this Form will not constitute a waiver of future enforcement of that or any other provision.

7. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction of Company’s organization without regard to conflict of law principles.

8. ENTIRE AGREEMENT

This Form constitutes the entire written agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

9. SEVERABILITY

If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the intent of the parties as nearly as possible.

10. MISCELLANEOUS

This certification 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. The parties may deliver executed copies by electronic transmission and such copies shall be effective as originals.

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