Legal Signatures Form

LEGAL SIGNATURES FORM

This Legal Signatures Form (the "Form") is made effective as of by and between Party A: , whose principal address is (hereinafter "Party A"), and Party B: , whose principal address is (hereinafter "Party B"). Each of Party A and Party B is individually referenced as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A and Party B desire to establish formal authorization for the execution and delivery of certain documents and instruments on behalf of each other as described in this Form; and

WHEREAS, the Parties intend that this Form set forth the scope, limitations, and procedures by which signatures, electronic or physical, may be affixed to documents to bind the respective Parties; and

WHEREAS, each Party represents that the persons executing this Form on its behalf have full corporate, partnership or individual authority to grant the powers described herein.

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

1. DEFINITIONS

1.1 "Authorized Signatory" means any natural person designated in writing by a Party pursuant to Section 2 to execute documents on behalf of that Party within the scope described in this Form.

1.2 "Document" or "Documents" means agreements, certificates, instruments, amendments, releases, affidavits, consents and other writings necessary or reasonably related to the Parties' business as specified in Section 2.

2. AUTHORIZATION

2.1 Each Party hereby authorizes the other Party and its designated Authorized Signatories to execute, acknowledge, deliver and file Documents on its behalf to the extent necessary to implement transactions contemplated by the Parties, provided such Documents fall within the scope described in Section 3. Authorization granted under this Section shall be effective only when evidenced by written designation delivered in accordance with the Notices provision of this Form.

3. SCOPE AND LIMITATIONS

3.1 The scope of authorized Documents includes, without limitation, corporate resolutions, commercial agreements, closing documents, certificates of incumbency, and filings with governmental or regulatory bodies as necessary to effect transactions mutually agreed by the Parties. Specific categories of Documents authorized are described below:

3.2 The authority granted is limited as follows: . Unless otherwise agreed in writing, no Authorized Signatory may (a) amend the Parties' organizational documents in a manner that materially alters ownership rights, (b) incur indebtedness in excess of , or (c) effect a merger, sale of substantially all assets, or dissolution.

3.3 This authorization shall commence on and shall expire on , unless earlier revoked in writing in accordance with the Notices provision.

4. EXECUTION AND DELIVERY

4.1 Documents signed by an Authorized Signatory in accordance with this Form shall be binding on the authorizing Party to the same extent as if executed by an officer or other authorized representative of such Party.

4.2 The Parties agree that signatures may be executed electronically where permitted by applicable law. The Parties acknowledge that electronic signatures bearing a printed name and date, or executed via a recognized electronic signature method, shall satisfy any legal requirement for a written signature if the Parties have expressly consented to the use of electronic signatures in writing.

Party A consents Party B consents

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has the full power and authority to enter into and perform its obligations under this Form; and (c) the execution, delivery and performance of this Form have been duly authorized by all necessary action.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or attributable to a breach of any representation, warranty or covenant in this Form or the unauthorized actions of its Authorized Signatories.

7. NOTICES

All notices, consents, requests, demands and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as a Party subsequently designates by written notice. Notice is effective upon delivery.

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

10. AMENDMENTS; WAIVER

This Form may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

11. 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. Signatures transmitted electronically or by facsimile shall be deemed to be original signatures for all purposes.

CERTIFICATION

Each Party certifies that the person signing below is duly authorized to execute this Form on its behalf and that the signatory's execution and performance of this Form will not violate any agreement, law, or obligation to which the certifying Party is subject.

ENTITY TYPE (SELECT APPLICABLE)

Party A entity type: Individual Corporation LLC Partnership

Party B entity type: Individual Corporation LLC Partnership

ADDITIONAL PROVISIONS

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