Financial Solvency Test

FINANCIAL SOLVENCY TEST AND BUSINESS AGREEMENT

Recitals

WHEREAS, Company and Counterparty intend to enter into a commercial relationship under which Counterparty will perform certain services and Company will provide compensation in accordance with the terms set forth herein; and

WHEREAS, as a condition precedent to Company’s obligation to proceed and as part of the parties' due diligence, Counterparty shall submit to a Financial Solvency Test demonstrating Counterparty's ability to meet its financial obligations as they become due;

WHEREAS, the parties desire to set forth their respective rights and obligations, including payment terms, confidentiality obligations, remedies for insolvency, and governing law, as set forth below.

Scope of Work

Payment Terms

Term and Termination

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period above. Company may terminate immediately upon written notice if Counterparty becomes insolvent, makes an assignment for the benefit of creditors, commences or becomes subject to any bankruptcy, reorganization, or similar insolvency proceeding, or otherwise demonstrates inability to meet its financial obligations.

Financial Solvency Test — Required Information

Reporting period end date:

The following statements are material representations upon which Company will rely in determining whether Counterparty meets the solvency condition. Counterparty must check each box that is true and provide supporting documentation where indicated.

Counterparty's current ratio as of the reporting date is equal to or greater than

Counterparty has positive net working capital as reported above.

No bankruptcy, receivership, reorganization, or similar insolvency proceeding is pending, threatened or anticipated against Counterparty.

Representations and Certification

Counterparty represents and warrants that all financial information, statements, calculations, and attachments provided to Company in connection with this Financial Solvency Test are true, complete, and prepared in accordance with generally accepted accounting principles applied on a consistent basis. Counterparty further certifies that it is solvent and can pay its debts as they become due, and that there are no material adverse events affecting its financial condition that have not been disclosed in writing to Company.

Counterparty acknowledges that any material misrepresentation, omission, or falsification of financial information constitutes a material breach of this Agreement and shall entitle Company to all available remedies, including immediate termination and recovery of damages, injunctive relief, and pursuit of all legal and equitable remedies.

Confidentiality

Each party shall keep confidential all non-public financial information and business information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except as required by law or to advisors subject to confidentiality obligations at least as restrictive as those contained herein. Such confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Governing Law

This Agreement 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 Agreement, including all schedules, exhibits, attachments, and the financial information submitted pursuant to the Financial Solvency Test, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Remedies for Failure of Solvency Test

If Counterparty fails to meet the Financial Solvency Test criteria or if Company, in its reasonable discretion, determines that submitted financial information demonstrates material financial deterioration, Company may (a) suspend payments or performance, (b) require additional security or guarantees, and/or (c) terminate this Agreement for cause. All rights and remedies afforded to Company hereunder are cumulative and in addition to any rights at law or equity.

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