Legal Transfer Authority Form

LEGAL TRANSFER AUTHORITY FORM

This Legal Transfer Authority Form (the "Form") is made and entered into as of Effective Date: by and between Grantor Name: with address: and Authorized Recipient Name: with address: .

RECITALS

WHEREAS, Grantor is the lawful owner of certain assets, accounts, records, or property described herein that Grantor desires to transfer, endorse, deliver or otherwise convey to third parties or to have administered by the Authorized Recipient;

WHEREAS, Grantor desires to appoint and empower Authorized Recipient to take specified actions on Grantor's behalf for the purpose of effecting such transfers and to permit third parties and custodians to rely upon written instruments executed by Authorized Recipient within the authority granted;

WHEREAS, the parties intend that the authority granted by this Form be effective immediately and remain in force until revoked in the manner set forth in this Form.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

1.1 "Authorized Recipient" means the individual or entity identified as Authorized Recipient Name in the opening paragraph and any successor so designated in writing. 1.2 "Assets" means the accounts, instruments, property, records and items described in Section 2 and in Asset Schedule attached hereto.

2. DESCRIPTION OF ASSETS AND SCOPE OF AUTHORITY

2.1 Grantor designates the following Assets for transfer or management under this Form. The Authorized Recipient is authorized to take the actions described in Section 2.2 with respect to the Assets.

2.2 Authority granted: Authorized Recipient may, subject to the limitations in Section 3, (a) execute, sign, deliver and file on behalf of Grantor any instruments, deeds, assignments, endorsements and other documents necessary to transfer or assign title or interests in the Assets; (b) instruct custodians, banks, transfer agents, registrars and other third parties to effect transfers, distributions, or re-registrations; (c) receive, endorse and deposit checks, drafts or other instruments payable to Grantor in respect of the Assets; and (d) take any ancillary actions reasonably necessary to effectuate transfers authorized herein.

3. LIMITATIONS ON AUTHORITY

3.1 The authority granted does not include authority to make gifts, to change beneficiary designations on testamentary instruments, to compromise litigation claims without prior written consent of Grantor, or to transfer fee title to real property unless Grantor specifically authorizes such transfer in the Asset Schedule or by separate written instrument.

3.2 Authorized Recipient shall not incur any liability to Grantor for actions taken in good faith reliance on this Form or on instructions reasonably believed to be effective, but shall be liable for loss resulting from gross negligence, willful misconduct or breach of this Form.

4. TERM; REVOCATION

4.1 This Form is effective as of the Effective Date and continues in effect until revoked by Grantor by written notice delivered to Authorized Recipient and to any custodians or third parties reasonably expected to receive such notice.

4.2 Revocation shall not affect any action taken by Authorized Recipient in good faith prior to receipt of actual written notice of revocation by a party reasonably expected to rely on this Form.

5. REPRESENTATIONS AND WARRANTIES

5.1 Grantor represents and warrants that Grantor is the lawful owner of the Assets described in the Asset Schedule, has the full right and authority to grant this authority, and that the execution and delivery of this Form will not violate any agreement, order or law applicable to Grantor.

5.2 Authorized Recipient represents that it will act in accordance with the authority granted, that any documents executed on Grantor's behalf will properly identify Grantor as the principal, and that Authorized Recipient will provide true and accurate information to third parties in connection with transfers.

6. INDEMNIFICATION

Grantor shall indemnify, defend and hold harmless Authorized Recipient and its agents from and against any and all liabilities, losses, claims, damages and expenses (including reasonable attorney fees) incurred as a result of actions taken by Authorized Recipient in good faith under this Form, except to the extent resulting from Authorized Recipient's gross negligence, willful misconduct or material breach of this Form.

7. NOTICES

Any notice 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 may designate by written notice to the other party. Notices shall be effective upon personal delivery, delivery by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

8. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both Grantor and Authorized Recipient. No failure or delay in exercising any right shall operate as a waiver of that right.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. COUNTERPARTS; RELIANCE

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. Any person, custodian or transfer agent may rely upon a copy or facsimile of this Form and may act in reliance upon any instrument executed by the Authorized Recipient pursuant to this Form.

11. MISCELLANEOUS PROVISIONS

The headings in this Form are for convenience only and shall not affect the interpretation of any provision. If any party is more than one person or entity, the obligations under this Form shall be joint and several.

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