Legal Ratified Power of Attorney

LEGAL RATIFIED POWER OF ATTORNEY

This Ratified Power of Attorney is made this day of , by and between Principal Name: whose address is (hereinafter "Principal"), and Agent Name: whose address is (hereinafter "Agent").

Recitals

WHEREAS, Principal previously executed a Power of Attorney instrument dated of , (the "Original POA"), by which Principal appointed Agent as attorney-in-fact to act on Principal's behalf; and

WHEREAS, Agent, acting pursuant to the Original POA, undertook certain acts, transactions and decisions on behalf of Principal, and Principal has determined that such acts, transactions and decisions should be ratified and confirmed to avoid any uncertainty regarding their validity; and

WHEREAS, Principal intends by this instrument to ratify, confirm and accept all acts lawfully undertaken by Agent within the scope of authority granted in the Original POA and to reaffirm the authority of Agent to continue to act as provided in this instrument.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, and intending to be legally bound, the parties agree as follows:

1. Ratification and Confirmation

Principal hereby RATIFIES, CONFIRMS and APPROVES all lawful acts, decisions, instruments, agreements, transfers, conveyances, disbursements and other actions undertaken by Agent pursuant to the Original POA, whether executed before or after the date of this instrument, to the same extent and with the same legal effect as if Principal had performed such acts personally. The acts ratified include, without limitation, those described below and any ancillary actions reasonably necessary to effectuate the foregoing.

2. Scope of Authority

The authority granted to Agent by the Original POA, as ratified and confirmed by this instrument, includes all powers reasonably necessary to perform and complete the transactions ratified herein, including, without limitation, the power to execute, acknowledge, deliver, amend and record documents; to settle claims; to transfer, encumber, or convey real and personal property; to endorse and negotiate instruments; and to take any other lawful action in connection with those matters.

3. Effective Date and Duration

This Ratified Power of Attorney is effective as of the date first written above and shall continue in full force and effect until revoked by Principal in a written instrument delivered to Agent, or as otherwise limited by law. Ratification herein applies retroactively to validate prior acts of Agent taken within the scope of the Original POA.

4. Third-Party Reliance

Any person, institution or governmental authority may rely upon this instrument and upon any certificate, affidavit or other written representation of Agent regarding the authority granted and ratified hereby. Third parties dealing with Agent are entitled to rely conclusively on the signatures, representations and certifications of Agent as to matters within the scope of this instrument.

5. Revocation of Prior Conflicting Instruments

To the extent any prior instrument executed by Principal conflicts with the ratification and confirmation contained in this instrument, such prior conflicting provisions are hereby revoked or modified only to the extent necessary to give full effect to this Ratified Power of Attorney.

6. Representations and Warranties

Principal represents and warrants that Principal is of sound mind, legally competent to execute this instrument, and has full legal capacity and authority to ratify the acts described herein. Agent represents and warrants that any actions previously taken were undertaken in good faith and, to Agent's knowledge, within the scope of authority granted by the Original POA.

7. Indemnification

Principal shall indemnify and hold harmless Agent from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to actions taken by Agent within the scope of authority confirmed by this instrument, except for actions found to have been taken in willful misconduct or gross negligence.

8. Notices

All notices, demands or communications required or permitted under this instrument shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by written notice to the other party).

9. Amendments; Waiver

This instrument may be amended or modified only by a written instrument signed by Principal and delivered to Agent. No waiver of any provision of this instrument shall be effective unless in writing and signed by the waiving party.

10. Governing Law

This Ratified Power of Attorney shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

11. Entire Agreement; Severability

This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written statements inconsistent herewith, except as expressly ratified herein. If any provision of this instrument is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the instrument shall remain in full force and effect.

12. Counterparts; Execution

This instrument 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 images of signatures shall be deemed acceptable for all purposes and shall have the same force and effect as original signatures.

Acknowledgment by Principal

Principal certifies under penalty of perjury that Principal has read and understands this Ratified Power of Attorney, that the statements contained herein are true, and that Principal executes this instrument voluntarily and with full knowledge of its significance.

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