Business Current Circumstances

Business Current Circumstances

Parties and Identification

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietor    Other:

WHEREAS

WHEREAS, Client operates the business described herein and seeks to record, certify and disclose current material facts concerning its operations, assets, liabilities and contingencies as of the date set forth above; and

WHEREAS, Recipient will rely upon the information provided in this Statement for purposes of internal analysis, advisory services and potential transactional review, subject to the terms set forth in this Agreement; and

WHEREAS, the parties intend that the representations and schedules attached to this Statement constitute a complete and accurate account of the Business Current Circumstances as of the stated date, subject to the certifications below.

Company Data and Summary

Date of Formation:

Scope of Work

The Recipient shall prepare a written Business Current Circumstances Report summarizing the items requested below, analysis of material risks, and an executive summary of matters likely to affect near-term operations. Client shall provide full cooperation and access to records reasonably requested by Recipient.

Current Financial and Operational Items

Outstanding Litigation or Regulatory Actions: No    Yes — if yes, describe below.

Payment Terms

Client shall pay Recipient for preparation of the Business Current Circumstances Report as follows.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate for material breach that remains uncured for the notice period following written notice. Termination shall not relieve Client of obligations to pay for work performed through the effective termination date, nor shall it waive remedies for prior breaches.

Confidentiality

Each party shall maintain confidentiality of all non-public, proprietary information disclosed in connection with this Statement and shall not disclose such information to any third party except (i) to its legal and financial advisers on a need-to-know basis, (ii) as required by law or regulation, or (iii) with the prior written consent of the disclosing party. Recipient shall use the Confidential Information solely to perform the services described in this Statement. The obligations of confidentiality shall survive termination of this Statement for a period of three (3) years.

Representations; Reliance

Client represents and warrants that, to the best of its knowledge, the factual statements and schedules delivered as part of this Statement are true, complete and not misleading in any material respect as of the date set forth above. Recipient may rely upon those representations in preparing any analyses or reports. Client acknowledges that Recipient's work is limited to the scope described herein and that Recipient has not audited or independently verified every assertion.

Governing Law

This Statement and any dispute arising out of it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Statement, together with any schedules or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior oral or written agreements, understandings or representations. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Certifications

By executing below, Client certifies that the information contained in this Statement is, to the best of Client's knowledge after reasonable inquiry, true, accurate and complete in all material respects as of the date of signature, and acknowledges that Recipient will rely on such certification.

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