THE FOLLOWING TEXT SHOULD BE PLACED ON COMPANY LETTERHEAD AND COMPLETED AND SIGNED BY THE APPROPRIATE PARTY DEPENDING ON THE TYPE OF COMPANY AS INDICATED IN THE SIGNATURE BLOCK.

Certificate of Authorization

Organization name:______(“Organization”)

The undersigned certify to Bank of America, N.A. (“Bank”) that:

  1. I/we am/areauthorized to represent the Organization named above and to deliver this Certificate of Authorization;
  1. Under resolution(s) or similar corporate acts adopted by the Organization; or under by-laws, operating agreement(s) or other applicable formation documents (“Corporate Documents”) of the Organization, and/or under the express delegation set forth in Section 3 below, I/we and the following person (the “Signatory”) are authorized to sign and/or electronically accept the Online Supplier Agreement (the “Online Supplier Agreement”) among Bank, Organization and PrimeRevenue, Inc. (“PrimeRevenue”) associated with the [Buyer][insert name of customer here] Supply Chain Finance Programoperated on the PrimeRevenue platform, as well as any other banking agreements, documents, and forms, for banking services and banking accounts including but not limited to such documents permitting electronic funds transfer services with or for the benefit of Bank(collectively “Documents”):

Name: ______

Title: ______

Username for PrimeRevenue registration site: ______

  1. I/we hereby delegate my/our authority to sign and/or electronically accept all Documents to the Signatory and hereby ratify any Documents previously entered into or executed by the Signatory with or for the benefit of the Bank and PrimeRevenue; and
  1. Whether or not the Bank or PrimeRevenue has received a copy of the Corporate Documents, the undersigned further certify(ies) that the Bank and PrimeRevenue each are authorized to act and rely on this Certificate of Authorization until both the Bank and PrimeRevenue actually receives written notice of its amendment or revocation and Bank and PrimeRevenue have had reasonable time to act on such amendment or revocation.

IN WITNESS HEREOF, the undersigned have caused this Certificate of Authorization to be duly executed as of

______.

(Date)

[NOTE: Must be signed by a person authorized to represent the Organization. Complete second signature block only if required by organizational documents.]

Signed: ______

Print Name: ______

Title:______(Officer, if Organization is a corporation)

(Members or Managing Member,if Organization is an LLC)

(Partners or General Partner,if Organization is a Partnership, an LP or LLP)

Signed: ______

Print Name: ______

Title:______(Officer,if Organization is a corporation)

(Members or Managing Member,if Organization is an LLC)

(Partners or General Partner,if Organization is a Partnership, an LP or LLP)

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