Legal Signature Order

LEGAL SIGNATURE ORDER

This Legal Signature Order (the Order) is entered into as of Effective Date: by and between: Client Name: , an entity of entity type: Individual Corporation Limited Liability Company , with principal place of business or residence at ; and Counterparty Name: , an entity of entity type: Individual Corporation Limited Liability Company , with principal place of business or residence at .

RECITALS

WHEREAS, the parties intend to effectuate certain transactions and filings, each of which may require execution of instruments, certificates, affidavits, consents, acknowledgements and other documents (collectively, the Authorized Documents); and

WHEREAS, the parties desire to record and formalize the identity of persons authorized to sign on behalf of each party and to establish the procedural and legal framework for such signatures to be effective and binding; and

WHEREAS, the parties agree that, for efficiency and to effectuate their mutual obligations, limited authority to execute certain documents may be delegated in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Documents" means the instruments, certificates, forms and writings described in Section 3 and any attachments hereto, and any reasonable ancillary documents necessary to consummate the transactions contemplated by those documents.

1.2 "Authorized Signatory" means any natural person designated in writing by a party pursuant to this Order to execute Authorized Documents on that party's behalf.

2. GRANT OF SIGNATURE AUTHORITY

2.1 Each party hereby designates and appoints the other party and any person identified in writing by the appointing party as an Authorized Signatory to execute, acknowledge and deliver the Authorized Documents on behalf of the appointing party, solely to the extent and for the purposes expressly set forth in this Order. Such execution by an Authorized Signatory shall constitute the binding act of the appointing party.

2.2 The authority granted under this Order is limited, revocable and subject to the limitations and conditions set forth herein. Absent express written designation, an Authorized Signatory shall have no authority to amend or waive any material term of any underlying agreement.

3. DOCUMENTS TO BE SIGNED

3.1 The Authorized Documents shall include the following instruments, as applicable:

3.2 The parties may add to or withdraw items from the list in Section 3.1 by written notice in accordance with the Notices provision of this Order.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under applicable law and has full corporate or legal power and authority to enter into and perform this Order; (b) the execution, delivery and performance of this Order has been duly authorized by all necessary corporate or organizational action; and (c) when an Authorized Signatory executes an Authorized Document in accordance with this Order, such execution shall be binding upon and enforceable against the appointing party in accordance with its terms.

5. LIMITATIONS; PROHIBITED ACTIONS

5.1 Authorized Signatories shall not execute any document that: (a) effects a merger, consolidation, sale of substantially all assets or amendment to the governing documents of a party; (b) creates or extinguishes any material rights or obligations beyond those necessary to accomplish a transaction expressly contemplated in the Authorized Documents; or (c) otherwise contravenes applicable law.

5.2 Any execution outside the scope of authority set forth in this Order shall be voidable by the affected party, and the executing party shall not represent that such execution is authorized.

6. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any act or omission of an Authorized Signatory that exceeds the scope of authority granted by this Order, or (b) any material breach of the representations and warranties set forth in Section 4.

7. NOTICES

Notices to Party A

Notices to Party B

Notices given under this Order shall be in writing and shall be deemed delivered when personally delivered, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the relevant party at the address set forth above or at such other address as such party may designate by notice in accordance with this Section.

8. AMENDMENT; WAIVER

This Order may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Order shall be effective unless set forth in a writing signed by the party waiving compliance. No failure or delay by a party to exercise any right hereunder shall operate as a waiver of that right.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Order may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission, including by facsimile or electronic image, shall be effective as delivery of an original executed counterpart.

10. GOVERNING LAW; VENUE

This Order shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for resolution of any dispute arising out of or relating to this Order.

11. ENTIRE AGREEMENT

This Order constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, understandings and communications relating thereto.

12. SEVERABILITY

If any provision of this Order is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

13. ENFORCEMENT; RELIEF

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Order and that the prevailing party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

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