Legal Affirmations Agreement

LEGAL AFFIRMATIONS AGREEMENT

This Legal Affirmations Agreement (the "Agreement") is made and entered into as of by and between Affirming Party: with principal address ("Affirming Party"), and Receiving Party: with principal address ("Receiving Party").

Recitals

WHEREAS, the Receiving Party requires formal written affirmations from the Affirming Party regarding certain facts, representations, or legal positions described in this Agreement and any schedules or statements annexed hereto;

WHEREAS, the Affirming Party is willing to provide such affirmations, subject to the terms, warranties, and limitations set forth below; and

WHEREAS, the parties desire to set forth the scope, form, reliance, and remedies applicable to the affirmations provided.

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

1. Definitions

In this Agreement: (a) "Affirmations" means the written statements, facts, certifications and representations set forth in Section 2 and any attachments; (b) "Effective Date" means the date set forth above; (c) "Material Misstatement" means any false statement or omission that would reasonably be expected to affect the Receiving Party's decision-making or legal rights.

2. Affirmations and Representations

2.1 Affirmation of Facts. The Affirming Party affirms and warrants that the facts, statements and matters set forth in the following statement (the "Affirmed Statements") are true, complete and accurate as of the Effective Date and, except as otherwise stated, are not misleading in any material respect:

2.2 Representations. The Affirming Party represents and warrants to the Receiving Party that: (a) it has full power and authority to make the Affirmations; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; and (c) neither this Agreement nor the Affirmations contravene any contractual, statutory or fiduciary obligation to a third party.

3. Covenants

The Affirming Party covenants that it will: (a) promptly notify the Receiving Party in writing of any material change to the Affirmed Statements as soon as it becomes aware of such change; (b) use commercially reasonable efforts to ensure the continuing accuracy of the Affirmed Statements for a period of following the Effective Date; and (c) cooperate in good faith in any reasonable verification process requested by the Receiving Party.

4. Consideration

The parties acknowledge that the provision of the Affirmations constitutes sufficient and bargained-for consideration for this Agreement. Specific consideration (if monetary or otherwise) is described below:

5. Remedies; Indemnification

5.1 Remedies. In the event of a Material Misstatement, the Receiving Party shall be entitled to all remedies available at law or in equity, including injunctive relief, specific performance, and recovery of damages. The parties acknowledge that monetary damages may be an inadequate remedy for certain breaches and that injunctive relief may be appropriate.

5.2 Indemnification. The Affirming Party shall indemnify, defend and hold harmless the Receiving Party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the Affirmations or the representations and warranties contained in this Agreement.

6. Confidentiality

The parties agree that the Affirmed Statements and any non-public information exchanged in connection with this Agreement are confidential. Neither party shall disclose such information to any third party except: (a) to its advisors on a need-to-know basis subject to confidentiality obligations at least as restrictive as those contained herein; (b) as required by applicable law; or (c) with the prior written consent of the other party.

7. Authority; Capacity; Entity Type

Each party represents and warrants that it has the corporate or individual authority and capacity to enter into and perform this Agreement. Select entity type for the Affirming Party and Receiving Party (check all that apply):

Individual Corporation Limited Liability Company Other:

Individual Corporation Limited Liability Company Other:

8. Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may specify in writing pursuant to this Section).

9. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of any disputes arising under this Agreement.

11. Entire Agreement; Severability; Survival

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 provision shall be severed and the remaining provisions shall remain in full force and effect. The representations, warranties, indemnities, and obligations contained in this Agreement shall survive the termination or expiration of this Agreement to the extent necessary to effectuate their intent.

12. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect its interpretation. Any reference to applicable law includes any successor statute or regulation and any rules promulgated thereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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