Legal Approval Letter

LEGAL APPROVAL LETTER

This Legal Approval Letter (the Letter) is made this day of , by and between Approver: (Approver) and Requesting Party: (Requesting Party).

RECITALS

WHEREAS, the Requesting Party has proposed certain actions, transactions or documents described below that require formal review and authorization by the Approver to ensure legal compliance, risk mitigation and enforceability; and

WHEREAS, the Approver has conducted or will conduct a legal review of applicable agreements, business terms and supporting materials and requires written approval documenting the scope and conditions of such approval; and

WHEREAS, the parties desire to set forth the scope, limitations and conditions of the legal approval granted with respect to the matters described below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPROVAL

1.1 Approval Granted. The Approver hereby grants legal approval, subject to the terms and conditions of this Letter, for the following documents, transactions and related activities:

1.2 Scope. The approval is limited to the matters expressly described above and does not constitute approval of any other agreements, amendments, ancillary documents, or future modifications unless expressly stated in writing by the Approver.

2. CONDITIONS PRECEDENT

2.1 The approval granted in Section 1 is expressly conditioned upon satisfactory completion of the following items prior to effectiveness. These items are conditions precedent to reliance on this Letter:

2.2 The Approver may withdraw or modify this approval prior to satisfaction of all conditions precedent if, in the Approver's reasonable judgment, material information presented is incomplete, inaccurate, or otherwise deficient.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into this Letter and to perform its obligations hereunder; (b) the execution and delivery of this Letter and the performance of its obligations will not violate any law, contractual obligation or order to which it is subject; and (c) all information provided to the Approver for purposes of this approval is true, complete and not misleading in any material respect.

4. CONFIDENTIALITY

4.1 The parties acknowledge that any non-public information exchanged in connection with the review and approval described herein is confidential and shall be used solely for the purposes of implementing the approved transaction. Each party shall protect such information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

5. INDEMNIFICATION

5.1 The Requesting Party shall indemnify, defend and hold harmless the Approver and its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the representations, warranties or conditions set forth in this Letter; or (b) reliance by the Requesting Party on this approval outside the scope set forth in Section 1.

6. NOTICES

6.1 All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and delivered to the addresses and attention lines specified below. Notices shall be deemed given upon receipt when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

7. AMENDMENTS; WAIVER

7.1 This Letter may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

8. GOVERNING LAW; VENUE

8.1 This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Each party consents to exclusive jurisdiction and venue in the state and federal courts located within that State for any dispute arising out of or relating to this Letter.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 This Letter 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. If any provision of this Letter is determined to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

10. COUNTERPARTS

10.1 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. Electronic signatures or scanned copies of signatures shall be deemed original signatures for all purposes.

ADDITIONAL INFORMATION

ENTITY TYPE (OPTIONAL)

Indicate entity type for Approver: Individual Corporation LLC Other

Indicate entity type for Requesting Party: Individual Corporation LLC Other

By signing below, each signing party certifies that the person signing on its behalf is duly authorized to bind that party, that the foregoing statements are true and accurate to the best of such party's knowledge, and that the approval granted herein may be relied upon subject to the conditions set forth in this Letter.

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