Irrevocable Undertaking Agreement

IRREVOCABLE UNDERTAKING AGREEMENT

This Irrevocable Undertaking Agreement (the Agreement) is made as of the (the Effective Date), by and between Party A: , a Entity Type: Corporation Limited Liability Company Partnership Individual, with registered address at , and Party B: , a Entity Type: Corporation Limited Liability Company Partnership Individual, with registered address at .

RECITALS

WHEREAS, Party A has agreed to provide certain assurances and irrevocable commitments concerning (the Undertaking); and

WHEREAS, Party B requires a legally binding, irrevocable undertaking from Party A in respect of such obligations to secure ; and

WHEREAS, the parties intend that this Agreement shall constitute an immediate and enforceable obligation of Party A, notwithstanding any subsequent agreement or condition except as expressly provided herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires:

"Undertaking" means the irrevocable obligation described in Section 2 below and any related obligations expressly undertaken by Party A.

"Effective Date" means the date set forth above. Other defined terms shall have the meanings ascribed to them in the context in which they appear.

2. IRREVOCABLE UNDERTAKING

2.1 Subject to the terms and conditions of this Agreement, Party A hereby irrevocably undertakes to (the Undertaking Obligation). This undertaking is absolute, unconditional and binding on Party A and its successors and permitted assigns.

2.2 The Undertaking shall remain in full force and effect until or until earlier termination in accordance with Section 9.

3. REPRESENTATIONS AND WARRANTIES

Party A represents and warrants to Party B as of the Effective Date that:

(a) Party A has full power, authority and legal capacity to enter into and perform this Agreement and to grant the Undertaking; and such obligations constitute valid, binding and enforceable obligations of Party A under applicable law.

(b) The execution and delivery of this Agreement by Party A and the performance by Party A of its obligations hereunder do not and will not (i) contravene any provision of Party A's organizational documents, (ii) violate any material law, judgment or order, or (iii) conflict with or constitute a default under any material contract or instrument to which Party A is a party. Party A's applicable governing jurisdiction for corporate authority is .

4. COVENANTS

4.1 Party A covenants that it shall: (a) perform the Undertaking in accordance with the terms set out in this Agreement; (b) not revoke, amend, or rescind the Undertaking except as expressly permitted by this Agreement; and (c) promptly deliver to Party B any documentation reasonably required to evidence performance.

4.2 Party A shall notify Party B in writing within days of becoming aware of any event that could materially impair its ability to perform the Undertaking.

5. CONDITIONS PRECEDENT

5.1 The obligations of Party B under this Agreement are conditional upon receipt by Party B of any documentation or approvals reasonably specified by Party B, including but not limited to: (a) evidence of authority of Party A to enter into this Agreement; and (b) certified copies of organizational documents where applicable.

6. REMEDIES AND ENFORCEMENT

6.1 Party B shall be entitled to seek specific performance, injunctive relief, and any other equitable or legal remedies available at law or in equity for breach or threatened breach of the Undertaking. Party A acknowledges that monetary damages may be an inadequate remedy.

6.2 In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements from the non-prevailing party.

7. NOTICES

All notices, demands or communications required or permitted to be given under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify by notice in writing to the other.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

9.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

9.3 No amendment or modification of this Agreement shall be effective unless in writing and executed by duly authorized representatives of both parties.

9.4 No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

10. COUNTERPARTS; EXECUTION

10.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart by electronic transmission (including by PDF) shall be sufficient to bind a party.

10.2 Each person executing this Agreement on behalf of a party represents and warrants that they are duly authorized to do so and that their execution binds that party to the terms of this Agreement.

EXECUTION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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