Legal Signature Package

LEGAL SIGNATURE PACKAGE

This Legal Signature Package (the "Package") is entered into as of by and between Client Name: and Counterparty Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties desire to establish procedures by which multiple transaction documents, instruments, certificates and ancillary writings listed in this Package may be executed, delivered and deemed effective for all purposes; and

WHEREAS, the Parties intend that the execution of one or more of the Package Documents (as defined below) by authorized representatives shall be sufficient to bind the Party executing the same to the terms of those Package Documents without the need for further ratification; and

WHEREAS, the Parties wish to set forth representations, procedures for delivery, notice, and other standard contractual protections applicable to all Package Documents.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Package Documents" means the documents, instruments and certificates executed, delivered or to be delivered pursuant to this Package and listed by the Parties in the Documents List. 1.2 "Execution Date" means the date on which a Party signs a Package Document. 1.3 Other defined terms used in this Package have the meanings assigned to them where first used.

2. DOCUMENTS LIST

3. AUTHORITY TO EXECUTE

3.1 Each Party represents and warrants that the person signing any Package Document on its behalf is duly authorized to do so and that the signature on such Package Document shall bind the Party to the terms of that Package Document. Each Party will deliver, upon request, evidence of corporate or other authority reasonable under the circumstances.

3.2 If a Party executes multiple Package Documents by different authorized individuals, the Parties agree that such execution shall be valid and effective so long as each signatory has authority for the documents he or she signs and no Party reasonably objects in writing within five (5) Business Days after receipt.

4. DELIVERY; COUNTERPARTS

4.1 Delivery of an executed Package Document by electronic transmission in portable document format (PDF) or by other agreed electronic means shall be effective as delivery of an originally executed instrument. Each Party shall promptly deliver original wet-ink copies upon request, but failure to deliver originals shall not affect enforceability.

4.2 This Package and any Package Documents may be executed in counterparts, each of which will be an original, and all counterparts together will constitute one and the same instrument.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) the execution, delivery and performance of this Package and the Package Documents to which it is a party have been duly authorized by all necessary corporate or other action; and (c) the execution, delivery and performance of this Package and the applicable Package Documents will not violate any agreement or instrument binding upon it.

6. ELECTRONIC SIGNATURES

6.1 The Parties agree that signatures transmitted by electronic means, including but not limited to electronic images of signatures, electronic signature platforms, facsimile, or email attachment (PDF), shall have the same force and effect as original signatures. Each Party hereby consents to the use of electronic signatures in connection with the execution and delivery of the Package Documents.

Consent to electronic signatures I agree to accept and use electronic signatures for the execution and delivery of the Package Documents.

7. NOTICES

7.1 Notices under this Package shall be in writing and shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or three (3) Business Days after deposit in the mail, postage prepaid, certified or registered, to the addresses set forth below or to such other address as a Party may designate by notice to the other Party.

8. INDEMNIFICATION

Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants of the Indemnifying Party contained in this Package or any Package Document.

9. CONFIDENTIALITY

The Parties agree that confidential terms of the Package Documents shall be treated as confidential information of the disclosing Party and shall not be disclosed except as required by law or as necessary to enforce rights under the Package Documents, provided that the receiving Party uses reasonable efforts to protect such information.

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Package shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW

This Package shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Package, together with the Package Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Package is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if not so modifiable, severed from this Package, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Relationship of the Parties; No Third-Party Beneficiaries. Nothing in this Package creates a partnership, joint venture or employment relationship between the Parties. This Package is for the sole benefit of the Parties and their permitted successors and assigns and is not intended to confer any rights on any third party.

14.2 Survival. The representations, warranties, covenants and agreements in this Package shall survive the execution and delivery of the Package Documents to the extent necessary to effect their intent.

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