Statutory Agent Acceptance Form

STATUTORY AGENT ACCEPTANCE FORM

This Statutory Agent Acceptance Form is made and entered into by and between Entity Name: , a Entity Type: Corporation Limited Liability Company Partnership Other, organized under the laws of State of Formation: and having its principal office at Principal Office: (the "Entity"), and Statutory Agent Name: , whose business address for service is Agent Business Address: (the "Agent").

RECITALS

WHEREAS, the Entity is required by applicable statute to designate and continuously maintain a statutory agent for the service of process and other official communications; and

WHEREAS, the Entity has designated the Agent to serve as statutory agent at the Agent Business Address set forth above; and

WHEREAS, the Agent is willing to accept such designation subject to the terms and conditions set forth in this Acceptance.

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

1. ACCEPTANCE OF APPOINTMENT

The Agent hereby accepts appointment as statutory agent for the Entity for service of process, notices and other official communications required to be delivered under applicable law to a statutory or registered agent. The Agent acknowledges receipt of this appointment and agrees to perform the duties required of a statutory agent under applicable law.

2. AGENT DUTIES AND CONSENT

The Agent shall: (a) maintain at the Agent Business Address a registered office capable of receiving service during normal business hours; (b) accept on behalf of the Entity service of process, official notices and demands; (c) promptly forward to the Entity at the address provided below copies of all documents received on behalf of the Entity; and (d) file or deliver any statutory notices required by law in connection with acceptance, resignation, or change of address. The Agent expressly consents to such appointment and to the service of process at the Agent Business Address.

3. TERM; EFFECTIVE DATE; RESIGNATION

This acceptance is effective as of Effective Date: Month Day Year , and shall continue until termination by law, resignation in accordance with this Section, or written agreement of the parties. The Agent may resign by delivering written notice to the Entity and by providing any required notice to the appropriate state authorities; resignation shall not be effective until any statutory requirements for acceptance of a successor or termination have been satisfied.

4. NOTICES

All notices required or permitted under this Acceptance shall be in writing and shall be delivered by hand, recognized overnight carrier, or first-class mail, postage prepaid, to the addresses below, or to such other addresses as a party may designate by written notice in accordance with this Section.

5. INDEMNIFICATION

The Entity shall indemnify, defend and hold harmless the Agent and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) that arise out of or relate to the Agent's acceptance of appointment or the performance of its duties hereunder, except to the extent such claims arise from the Agent's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for liability resulting from gross negligence or willful misconduct of the Agent, in no event shall the Agent be liable to the Entity or any third party for incidental, consequential, indirect or punitive damages arising from the performance or nonperformance of its duties as statutory agent.

7. REPRESENTATIONS AND WARRANTIES

The Agent represents and warrants that it is authorized to accept appointment as statutory agent in the state of the Entity's organization, that the Agent is at least 18 years of age (if an individual), and that the Agent's acceptance and performance will not violate any agreement to which it is a party.

8. GOVERNING LAW

This Acceptance shall be governed by and construed in accordance with the laws of the state of Governing Law State: , without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

This Acceptance constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the appointment and acceptance of the statutory agent.

10. SEVERABILITY

If any provision of this Acceptance is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Acceptance shall be effective unless in writing and signed by both parties. Failure to insist upon strict performance of any provision shall not be deemed a waiver. This Acceptance may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. ACKNOWLEDGMENT

The parties acknowledge that they have read and understand this Acceptance, that they are authorized to execute and deliver the same, and that the individuals signing below are authorized representatives of the respective parties.

By checking the box below, the Agent certifies that the Agent is authorized to accept this appointment and that the information provided in this form is true and correct to the best of the Agent's knowledge.

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