Corporate Governance Letter Template

CORPORATE GOVERNANCE LETTER

This Corporate Governance Letter (the "Letter") is entered into as of by and between Company Name: and Counterparty Name: .

RECITALS

WHEREAS, Company is a corporation duly organized and validly existing under the laws of the state of , and maintains a board of directors responsible for corporate governance; and

WHEREAS, Counterparty has agreed to accept certain governance responsibilities and rights as set forth in this Letter in connection with its relationship with Company; and

WHEREAS, the parties desire to set forth in writing their mutual understanding with respect to board composition, committee participation, information rights and other governance matters.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. BOARD COMPOSITION AND APPOINTMENTS

1.1 Board Size. The size of the board of directors (the "Board") shall be directors, subject to adjustment consistent with the Company bylaws.

1.2 Appointment Rights. Subject to applicable law and the Company's governing documents, Counterparty shall have the right to designate and cause the election or appointment of director(s) (each, a "Designated Director"). Designated Directors shall be reasonably acceptable to Company and shall satisfy the independence, qualification and other criteria reasonably required by Company policies and applicable law.

1.3 Removal and Replacement. Counterparty may remove and replace any Designated Director by delivering written notice to Company. Any replacement shall serve for the remainder of the term of the removed director and shall be subject to the same qualifications and duties as the replaced director.

2. DUTIES AND STANDARDS OF DIRECTORS

2.1 Fiduciary Duties. Each Designated Director shall owe fiduciary duties to Company and shall discharge such duties in good faith, with the care that a reasonably prudent person in a like position would use under similar circumstances, and in a manner the Designated Director reasonably believes to be in the best interests of Company.

2.2 Confidentiality. Each Designated Director shall treat as confidential all non-public Company information obtained in the course of service, and shall use such information only as necessary to perform board duties and not for any personal or third-party benefit.

3. COMMITTEES

3.1 Committee Membership. Designated Directors shall be entitled to reasonable representation on Board committees, subject to qualifications applicable to such committees and any independence requirements under applicable law. The parties will cooperate to recommend committee appointments consistent with Company bylaws.

3.2 Committee Materials. Company shall use commercially reasonable efforts to provide timely committee materials to Designated Directors in advance of any committee meeting to allow adequate review and preparation.

4. MEETINGS, NOTICES AND QUORUM

4.1 Meetings and Notice. Regular Board and committee meetings shall be scheduled in accordance with the Company bylaws. Notice of meetings and delivery of meeting materials shall be provided in a timely manner consistent with reasonable corporate practice.

4.2 Quorum and Voting. The quorum and voting requirements for the Board shall be as set forth in the Company's bylaws. Designated Directors shall have the same voting rights as other directors, and votes by Designated Directors shall be recorded in meeting minutes in the same manner as for other directors.

5. CONFLICTS OF INTEREST

Each party acknowledges that conflicts of interest may arise and agrees that any person serving as a Designated Director shall promptly disclose to the Board any material conflict or potential conflict of interest in accordance with Company's conflict of interest policies. Where appropriate, the Board shall consider recusal or other measures to manage the conflict in accordance with applicable law.

6. REPORTING AND INFORMATION RIGHTS

6.1 Access to Information. Company shall provide Designated Directors with access to financial statements, management reports and other information reasonably necessary to fulfill their governance responsibilities, subject to confidentiality obligations and applicable legal restrictions.

6.2 Review Periods. Company will use reasonable efforts to provide Board materials sufficiently in advance of meetings to permit meaningful review, generally no later than days prior to scheduled meetings.

7. INDEMNIFICATION AND LIABILITY

7.1 Indemnification. To the fullest extent permitted by applicable law and the Company's governing documents, Company shall indemnify and advance expenses to Designated Directors for claims arising out of their service as directors, subject to any limitations set forth in the Company's articles, bylaws or applicable statute.

7.2 Limitation of Liability. Nothing in this Letter shall be construed to eliminate or limit any right to indemnification or insurance coverage afforded by Company under its charter documents or under law; provided, however, that no party shall be liable to the other for consequential, incidental or punitive damages except to the extent such remedies cannot be limited under applicable law.

8. COMPLIANCE WITH LAWS AND POLICIES

Each party shall comply with all applicable laws and regulations in the performance of its obligations under this Letter and shall ensure that any Designated Director complies with the Company's corporate governance policies, codes of conduct and applicable securities laws.

9. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by written notice):

10. AMENDMENT, WAIVER AND COUNTERPARTS

This Letter may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within the county of for the resolution of disputes arising out of this Letter.

12. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Letter is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent possible.

13. MISCELLANEOUS PROVISIONS

13.1 Remedies. The parties agree that any breach of the obligations contained herein, including confidentiality obligations, may cause irreparable harm for which remedies at law may be inadequate and that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

13.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Letter is for the benefit of the parties hereto and their respective successors and permitted assigns and is not intended to confer any rights on any other person.

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