Legal Advance Agreement

LEGAL ADVANCE AGREEMENT

This Legal Advance Agreement (the "Agreement") is made as of by and between Lender Name: with principal place of business at and Recipient Name: with address (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Recipient is engaged in legal proceedings described as (the "Matter"), and requires immediate funding to prosecute or defend the Matter; and

WHEREAS, Lender is willing to provide a non-recourse or limited-recourse advance to Recipient, subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such advance.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Advance" means the funds provided by Lender to Recipient under Section 2 in the aggregate amount of .

"Recovery" means any monetary recovery, settlement, judgment, award, fee-shifting recovery, or other proceeds actually received by Recipient or its counsel in respect of the Matter, whether by judgment, settlement, or otherwise.

2. ADVANCE AND DISBURSEMENT

2.1 Advance. Subject to the terms and conditions of this Agreement, Lender agrees to advance to Recipient the Advance in one or more disbursements. Disbursements shall be made to Recipient or to Recipient's counsel as directed in writing by Recipient.

2.2 Conditions Precedent. Prior to any disbursement, Recipient shall deliver to Lender: (a) a fully executed copy of this Agreement; (b) documentation reasonably demonstrating authority to accept the Advance; and (c) any other documents reasonably required by Lender to perfect security or effect the Advance.

2.3 Disbursement Date. The initial disbursement shall be made on or about , unless otherwise agreed in writing.

3. INTEREST, FEES, AND PAYMENT

3.1 Interest. The unpaid principal balance of the Advance shall accrue interest at an annual rate of percent, calculated on a 365-day year basis and compounded monthly, or such other rate as the Parties may specify in writing.

3.2 Fees. Recipient shall pay an origination fee equal to , if applicable, and any other fees expressly agreed in writing.

3.3 Payment from Recovery. On or before the date Recipient receives any Recovery, Recipient shall pay to Lender an amount equal to the lesser of (a) the unpaid principal of the Advance plus accrued interest, fees and reasonable collection costs; or (b) the recovery portion due under the allocation set forth in Section 3.4.

3.4 Recovery Allocation. The Parties agree that % of Recovery shall be applied to repay the Advance (subject to Section 3.3), with the remainder to Recipient and/or counsel as applicable.

4. SECURITY; ASSIGNMENT OF RECOVERY

4.1 Security Interest. To secure repayment of the Advance, Recipient grants to Lender a first-priority security interest in and assignment of Recipient's right, title and interest in and to the Recovery, including any settlement proceeds, judgment proceeds, attorney-fee awards, and related proceeds.

4.2 Perfection. Recipient shall execute and deliver such instruments and take such actions as Lender reasonably requests to evidence and perfect Lender's security interest and to enable Lender to receive payment directly from any paying source.

5. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants to Lender as of the date hereof and on each date of any disbursement that: (a) Recipient has full power and authority to enter into and perform this Agreement; (b) the execution and delivery and performance do not violate any agreement or law binding Recipient; (c) there are no pending assignments, liens, or encumbrances that would impair the security contemplated by this Agreement except as disclosed in writing to Lender; and (d) Recipient will use the Advance solely for costs and expenses related to the Matter except as otherwise agreed in writing.

6. COVENANTS

Recipient covenants that it will (a) promptly notify Lender of any offers of settlement or any Recovery in excess of ; (b) not settle, release or compromise the Matter in any manner that adversely affects Lender without prior written consent if such settlement would impair Lender's repayment rights; and (c) provide Lender with reasonably requested documentation regarding the status of the Matter and any Recovery.

7. EVENTS OF DEFAULT

7.1 Events of Default. Each of the following constitutes an Event of Default: (a) Recipient fails to make payments required hereunder when due; (b) Recipient materially breaches any representation, warranty or covenant; (c) Recipient becomes insolvent, files or has filed against it a petition for bankruptcy or similar relief; or (d) any material adverse change in the Matter that, in Lender's reasonable judgment, substantially increases risk of non-repayment.

7.2 Remedies. Upon the occurrence of an Event of Default and at Lender's option, Lender may: (a) declare the unpaid principal, interest and fees immediately due and payable; (b) exercise any rights and remedies available at law or in equity, including enforcement of the security interest and collection of the Recovery; and (c) recover reasonable costs and expenses, including attorneys' fees, incurred in enforcing this Agreement.

8. TAXES AND WITHHOLDINGS

Each Party shall be responsible for its own tax obligations arising from any Recovery. If withholding or deduction is required by applicable law, the paying party shall withhold and remit such amounts and provide the other Party with documentation of such withholding. Lender shall have no obligation to indemnify Recipient for Recipient's tax liabilities.

9. CONFIDENTIALITY

Except as required by law, judicial process or as necessary to enforce this Agreement, the Parties shall keep confidential the terms of this Agreement and any non-public information exchanged in connection with the Matter. Disclosure to legal advisors, accountants and prospective purchasers of rights under this Agreement is permitted if such parties agree to confidentiality obligations no less protective than those herein.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other method providing evidence of delivery, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any other breach.

12. ASSIGNMENT

Lender may assign or sell its rights under this Agreement without the prior consent of Recipient; provided, however, that any assignee shall agree in writing to be bound by the terms of this Agreement. Recipient shall not assign its obligations hereunder without Lender's prior written consent.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The Parties agree that any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that State, and each Party consents to the exclusive jurisdiction and venue of such courts.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement 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. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Facsimile, photographic, or electronic copies of signatures shall be deemed original signatures for all purposes.

16. ADDITIONAL PROVISIONS

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