Legal Designation Form

LEGAL DESIGNATION FORM

This Legal Designation Form (the "Agreement") is made effective as of the day of , by and between Designating Party: (the "Designator") and Designated Party: (the "Designee").

RECITALS

WHEREAS, the Designator is authorized to assign certain limited legal authorities and responsibilities to a designated representative for specified matters; and

WHEREAS, the Designator desires to appoint the Designee to act on the Designator's behalf for the limited purposes and subject to the restrictions set forth in this Agreement; and

WHEREAS, the Designee is willing to accept such designation and to act in accordance with the terms and limitations contained herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. APPOINTMENT

The Designator hereby appoints the Designee, and the Designee accepts the appointment, to act as the Designator's authorized representative for the specific matters described in Section 2 below, subject to the terms, conditions, limitations and duration set forth in this Agreement.

2. SCOPE OF AUTHORITY

The Designee is authorized, subject to the limitations herein, to undertake the following actions on behalf of the Designator (select applicable powers):

Execute, sign and deliver documents and agreements necessary or incidental to the matters specified herein.

Access and manage bank accounts, investment accounts, or other financial instruments identified by the Designator in writing.

Represent the Designator before third parties, including governmental or regulatory bodies, to the extent permitted by law and expressly described in a written notice to the Designee.

Negotiate and settle claims, disputes or obligations as authorized in writing by the Designator.

Other powers (specify):

3. LIMITATIONS AND EXCLUSIONS

The Designee shall not have authority to: (a) make, amend or revoke the Designator's testamentary dispositions; (b) make gifts or transfers not expressly authorized in writing; (c) take any action that would cause the Designator to incur material tax liability without prior written instruction; or (d) delegate any authority granted hereunder except as expressly permitted by the Designator in writing.

4. TERM; TERMINATION; REVOCATION

This designation commences on the effective date set forth above and continues until terminated in writing by either party, or earlier if revoked by the Designator in a signed writing. Termination or revocation shall not affect actions taken by the Designee in good faith prior to actual receipt of notice of termination by third parties acting in reliance on the designation.

5. RECORDS AND ACCOUNTING

The Designee shall keep accurate records of all actions taken pursuant to this Agreement and shall, upon reasonable request, provide copies of such records to the Designator. The Designator may inspect and audit such records during normal business hours upon reasonable notice.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

The Designee agrees to indemnify and hold the Designator harmless from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from acts or omissions of the Designee outside the scope of authority granted by this Agreement or resulting from the Designee's gross negligence, fraud or willful misconduct. Except as provided in this Section, neither party shall be liable to the other for incidental or consequential damages except for liabilities arising from breach of the indemnification obligations set forth herein.

8. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may designate by written notice).

9. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. A single waiver shall not constitute a continuing waiver.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties below, without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

ADDITIONAL INFORMATION

CERTIFICATION

The undersigned certify under penalty of perjury that they are authorized to execute this Agreement on behalf of the parties identified herein and that the information provided is true, correct and complete to the best of their knowledge.

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