Legal Corporate Signature Form

LEGAL CORPORATE SIGNATURE FORM

This Legal Corporate Signature Form is made and entered into as of Effective Date: , by and between Corporation Name: , a organized under the laws of , with registration number and principal office at (hereinafter "Corporation"), and Counterparty Name: , with principal office at (hereinafter "Recipient").

RECITALS

WHEREAS, Corporation maintains a corporate governance structure that authorizes certain officers or agents to execute documents, certificates and instruments on behalf of the Corporation; and

WHEREAS, Corporation desires to certify the identity and specimen signature of an authorized signatory and to define the scope and limitations of that signatory's authority for the purpose of permitting Recipient and other third parties to rely on such signature;

WHEREAS, Recipient requires written evidence of the authority of the signatory appearing below in order to accept, process or rely upon executed instruments delivered by such signatory on behalf of Corporation;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. AUTHORIZATION

Corporation hereby certifies that the individual identified below as Authorized Signatory is duly authorized to execute and deliver documents, instruments, certificates and other writings on behalf of the Corporation, to bind the Corporation, and to take such actions as are expressly provided in this Form, subject to the limitations set forth herein.

2. SCOPE OF AUTHORITY

The Authorized Signatory is empowered to execute and deliver the following classes of documents on behalf of the Corporation: agreements, certificates of incumbency, promissory notes, corporate resolutions, and instruments necessary to effectuate ordinary course commercial transactions, subject to the specific restrictions set forth in Section 3.

3. LIMITATIONS

The authority granted herein does not extend to transactions that would: (a) amend the articles of incorporation or bylaws of the Corporation; (b) dispose of all or substantially all of the assets of the Corporation; (c) enter into or amend any agreement obligating the Corporation to incur debt beyond the amounts expressly authorized in writing by the board of directors; or (d) take any action that would violate any applicable law or corporate governance requirement.

4. REPRESENTATIONS AND WARRANTIES

Corporation represents and warrants that: (a) it is a duly organized and validly existing entity in good standing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Form and the performance of its obligations hereunder have been duly authorized by all necessary corporate action; and (c) the person identified as Authorized Signatory holds the office set forth and has the authority described in this Form as of the Effective Date.

5. RELIANCE AND THIRD PARTIES

Recipient and any third party relying in good faith upon a document purporting to be signed by the Authorized Signatory may conclusively rely upon this Form as sufficient evidence of the authority of the Authorized Signatory, unless Recipient has actual knowledge of revocation or expiration of such authority.

6. TERM; REVOCATION

The authorization set forth in this Form shall remain in effect until the earliest of: (a) revocation by the Corporation delivered in writing in accordance with Section 9; (b) the termination of the Corporation; or (c) such date as is set forth in this Form. Any revocation shall not affect the validity of actions taken by third parties in reliance on previously executed documents unless such third parties have received actual notice of revocation.

7. INDEMNIFICATION

Corporation shall indemnify and hold harmless Recipient and its officers, directors and agents from and against any losses, liabilities, claims, damages and costs (including reasonable attorneys' fees) arising out of any breach of the representations and warranties in this Form or from any act or omission by the Authorized Signatory undertaken beyond the scope of authority granted herein.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and shall be delivered to the parties at their addresses set forth below or to such other address as either party may designate by written notice to the other.

9. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Form shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Form shall not operate as a waiver of such provision or of any other provision.

10. COUNTERPARTS

This Form 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. Facsimile or electronic signatures shall be deemed originals for all purposes.

11. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. Any dispute arising under this Form shall be brought exclusively in the state or federal courts located in that jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings relating thereto. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CERTIFICATION OF AUTHORITY

The undersigned officer of the Corporation certifies under penalty of perjury that the statements contained in this Form are true and correct and that the signatory named herein is authorized to act on behalf of the Corporation in the capacities stated.

Sign Now