SIGNATURE AUTHORIZATION

AND

DELEGATION OF AUTHORITY POLICY

This Signature Authorization and Delegation of Authority Policy (this “Policy”) is binding upon you as an employee of [COMPANY], a California limited liability company (the “[COMPANY]”). Consult with [COMPANY]’s Legal Department/Finance Department if you have any questions about this Policy.

Scope of Policy

This Policy establishes guidelines, procedures, and requirements for:

Designating the persons who are authorized to commit [COMPANY] to binding obligations and execute contracts and other transactions on behalf of [COMPANY] (“Authorized Signatories’).

Delegating and sub-delegating such authority.

Defining the limits on such authority.

Except as otherwise stated herein, this Policy supersedes any and all signature authorization practices and policies adopted by [COMPANY], including any prior delegations of authority.

Application of Policy

This Policy applies to:

All contracts and other transactions entered into on behalf of [COMPANY]. Contracts and other transactions include, without limitation, all agreements, licenses, leases, promissory notes, instruments, assignments, powers of attorney, terms and conditions, memoranda of understanding, letters of intent, settlements, releases, waivers, renewals, amendments, or modifications to existing contracts, claims, disputes, representations, and other similar documents and commitments. All contracts must be in writing. Oral contracts are not authorized regardless of whether there is a monetary exchange.

All employees (including officers and managers) who seek to approve or execute a contract or other transaction on behalf of [COMPANY]. All employees must follow the procedures and comply with the requirements of this Policy with respect to: