Legal Countersignature Form

LEGAL COUNTERSIGNATURE FORM

This Legal Countersignature Form is executed as of by and between Party One: , with a principal address at ; and Party Two: , with a principal address at .

RECITALS

WHEREAS, the parties entered into an agreement titled "" dated (the "Original Agreement");

WHEREAS, a signature page or related execution instrument for the Original Agreement requires countersignature by a party not reflected on the currently-executed copies, or the parties desire to acknowledge certain execution details as set forth herein;

WHEREAS, the parties wish to confirm the effective date, scope, and authority relating to the Original Agreement as set forth in this Countersignature Form.

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

1. COUNTERSIGNATURE; EFFECT

1.1 Countersignature. By executing below, the countersigning party(ies) acknowledge and confirm that the signature(s) provided on the signature page attached hereto or delivered contemporaneously constitute valid execution of the Original Agreement. The parties agree that, unless expressly stated otherwise in this Form, the countersignature is for execution and ratification purposes only and does not, by itself, modify the substantive terms of the Original Agreement.

1.2 Effective Date. The parties agree that the effective date of the Original Agreement shall be unless otherwise provided in the Original Agreement or by written amendment signed by both parties.

2. SCOPE OF COUNTERSIGNATURE

2.1 Attachment. The parties attach or identify the execution document being countersigned as follows:

2.2 Limited Modification. The countersignature shall not be deemed to amend, modify, waive, or supersede any provision of the Original Agreement except to the extent that this Form expressly sets forth modifications. Any purported amendment other than as set forth herein shall be without force or effect.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under applicable law, (b) it has full power and authority to execute and deliver this Form and to perform its obligations hereunder, and (c) the individual signing on its behalf is duly authorized to bind such party. For the countersigning party, please provide the name and title of the authorized signatory:

4. AMENDMENT; WAIVER

4.1 Amendment. Except as expressly set forth in this Form, no amendment or waiver of any provision of the Original Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. Indicate whether this countersignature constitutes an amendment (check if yes):

4.2 Waiver. No waiver shall be implied from any failure to enforce or any delay in enforcing any provision of the Original Agreement or this Form. A waiver must be a written instrument signed by the waiving party.

5. NOTICES

All notices required or permitted under this Form shall be given in accordance with the notice provisions of the Original Agreement. For convenience, the parties provide primary notice addresses below.

6. GOVERNING LAW

This Form and any dispute arising out of or relating to this Form or the Original Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

7. ENTIRE AGREEMENT

This Form, together with the Original Agreement as amended hereby (if applicable), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto except as expressly preserved in the Original Agreement.

8. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable by a tribunal of competent jurisdiction, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

9. 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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

10. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Form and to give effect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties have executed this Legal Countersignature Form as of the date first written above.

Sign Now