Investment Account

[Ethan Blanton]

Richard Laager wrote:
> I propose that we adopt the following resolution, with the understanding
> that the "individual(s) listed on this application" are Matthew Needham,
> Gary Kramlich, and Richard Laager.

I vote in favor.

> RESOLVED:
> 
> FIRST: That the individual(s) listed on this application hereby are
> authorized and empowered, for and on behalf of this Business (herein called
> the “Business”), to establish, maintain, and act on this account (which may
> be a margin account), and each of them hereby is authorized and empowered
> for and on behalf of this Business, with Fidelity Brokerage Services LLC and
> its affiliates (collectively “Fidelity”) for the purpose of purchasing,
> investing in, or otherwise acquiring, selling (including short sales),
> possessing, transferring, exchanging, or otherwise disposing of, or turning
> to account of, or realizing upon, and generally dealing in and with any and
> all forms of securities including, but not by way of limitation, shares,
> stocks, bonds, debentures, notes, scrip, participation certificates, rights
> to subscribe, options, warrants, certificates of deposit, mortgages,
> evidences of indebtedness, commercial paper, certificates of indebtedness
> and certificates of interest of any and every kind and nature whatsoever,
> secured or unsecured, whether represented by trust, participating and/or
> other certificates, or otherwise. The fullest authority at all times with
> respect to any such commitment or with respect to any transaction deemed by
> any of the said officers and/or agents to be proper in connection therewith
> is hereby conferred, including authority (without limiting the generality of
> the foregoing) to give instructions (whether oral, written, electronic, or
> otherwise) to Fidelity with respect to said transactions; to borrow money
> and securities and to borrow such money and securities from or through
> Fidelity, and to secure repayment thereof with the property of the Business;
> to bind and obligate the Business to and for the carrying out of any
> contract, arrangement, or transaction that shall be entered into by any such
> officer and/or agent for and on behalf of the Business with or through
> Fidelity; to pay by checks and/or drafts drawn upon the funds of the
> Business such sums as may be necessary in connection with any of the said
> accounts; to deliver securities and contracts to Fidelity; to deliver
> securities to and deposit funds with Fidelity; to order the transfer or
> delivery of securities to any other person whatsoever, and/or to order the
> transfer of record of any securities, to any name selected by any of the
> said officers or agents; to affix the corporate seal to any documents or
> securities to any name selected by any of the said officers or agents; to
> affix the corporate seal to any documents or agreements, or otherwise; to
> endorse any securities and/or contracts in order to pass title thereto; to
> direct the sale or exercise of any rights with respect to any securities; to
> sign for the Business all releases, powers of attorney, and/or other
> documents in connection with any such account, and to agree to any terms or
> conditions to control any such account; to direct Fidelity to surrender any
> securities to the proper agent or party for the purpose of effecting any
> exchange or conversion, or for the purpose of deposit with any protective or
> similar committee, or otherwise; to accept delivery of any securities; to
> appoint any other person or persons to do any and all things that any of the
> said officers and/or agents are hereby empowered to do, and generally to do
> and take all action necessary in connection with the account, or considered
> desirable by such officer and/or agent with respect thereto.
> 
> SECOND: That Fidelity may deal with any and all of the persons directly or
> indirectly empowered by the foregoing resolution, as though they were
> dealing with the Business directly.
> 
> THIRD: That the officers of the Business be and hereby are authorized,
> empowered, and if requested by Fidelity, directed to certify: (a) a true
> copy of these resolutions; (b) specimen signatures of each and every person
> by these resolutions empowered; (c) a certificate (which, if required by
> Fidelity, shall be supported by an opinion of the general counsel of the
> Business, or other counsel satisfactory to Fidelity) that the Business is
> duly organized and existing, that its operating documents empower it to
> transact the business by these resolutions defined, and that no limitation
> has been imposed upon such powers.
> 
> FOURTH: That Fidelity may rely upon any certification given in accordance
> with these resolutions, as continuing fully effective unless and until
> Fidelity shall receive due written notice of a change in or the rescission
> of the authority so evidenced and the dispatch or receipt of any other form
> of notice shall not constitute a waiver of this provision, nor shall the
> fact that any person hereby empowered ceases to be an officer of the
> Business or becomes an officer under some other title in any way affect the
> powers hereby conferred. The failure to supply any specimen signature shall
> not invalidate any transaction if the transaction is in accordance with
> authority actually granted.
> 
> FIFTH: That in the event of any change in the office or powers of persons
> hereby empowered, the officers of the Business shall certify such changes to
> Fidelity in writing in the manner herein above provided, which notification,
> when received, shall be adequate both to terminate the powers of the persons
> theretofore authorized, and to empower the persons thereby substituted.
> 
> SIXTH: That the foregoing resolutions and the certificates actually
> furnished to Fidelity by the Business pursuant thereto be and hereby are
> made irrevocable until written notice of the revocation thereof shall have
> been received by Fidelity.
> 
> SEVENTH: That the Business and its officers indemnify and hold Fidelity
> harmless from any claim, loss, expense, or other liability for effecting any
> transactions and acting upon any instructions given by the officers of the
> Business.
> 
> ----
> 
> -- 
> Richard
> 




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