Business Merge Issue

BUSINESS MERGE ISSUE AGREEMENT

Parties

RECITALS

WHEREAS, Party A and Party B are parties to discussions regarding a proposed merger, consolidation, or other combination transaction involving their businesses (the "Proposed Merger"); and

WHEREAS, certain issues have been identified in connection with the Proposed Merger that require remediation, allocation of liabilities, process resolution, or other specified actions to permit completion of the Proposed Merger or to address post-closing matters; and

WHEREAS, the parties desire to set forth their agreement concerning the identification, allocation, and remediation of such Business Merge Issues under the terms and conditions set forth below.

Scope of Work

The parties agree that the following work shall be performed to identify, evaluate, resolve and document Business Merge Issues arising from or related to the Proposed Merger. The scope shall include investigation, remediation planning, implementation oversight, documentation of corrective actions, and post-resolution verification.

Payment Terms

In consideration for the services described in the Scope of Work, the responsible party shall pay the fees and expenses as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All reasonable third-party costs incurred in connection with the Scope of Work shall be reimbursed upon presentation of supporting documentation. Taxes, if any, shall be borne by the paying party unless expressly stated otherwise.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach; termination shall be without prejudice to any accrued rights or obligations.

Confidentiality

Each party acknowledges that, in connection with the performance of this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business information, technical data, trade secrets, financial information, customer lists, and other information reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, advisors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets.

Indemnification and Remedies

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, willful misconduct, or negligence in performing its obligations under this Agreement. The indemnified party shall give prompt written notice of any claim and shall cooperate in the defense and settlement thereof.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such jurisdiction for any action arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or successor by merger or sale of substantially all its assets.

The parties have executed this Agreement as of the dates set forth below.

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