Legal Backstop Agreement

LEGAL BACKSTOP AGREEMENT

This Legal Backstop Agreement (the "Agreement") is made as of Effective Date: by and between Issuer Name: , a company organized under Jurisdiction of Organization: (the "Issuer"), and Backstop Party Name: , an entity organized under Jurisdiction of Organization: (the "Backstop").

RECITALS

WHEREAS, the Issuer proposes to conduct a Securities Offering consisting of Securities Type: with an aggregate offering size of (the "Offering") to be completed on or about Offering Closing Date: .

WHEREAS, during the subscription period for the Offering there may be unsubscribed or unpurchased Securities (the "Unsubscribed Securities"), and the Backstop has agreed to purchase such Unsubscribed Securities on the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Backstop commitment in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in this Section. "Backstop Commitment" means the obligation of the Backstop to purchase Unsubscribed Securities in accordance with Section 2. "Closing" means the consummation of the sale and purchase of Securities pursuant to the Offering and the Backstop Commitment. "Purchase Price" means the price per Security to be paid by the Backstop as specified in Section 2.

2. BACKSTOP COMMITMENT

2.1 Commitment. Subject to the terms and conditions of this Agreement, the Backstop agrees to purchase, and the Issuer agrees to sell, up to Commitment Amount: of Unsubscribed Securities that remain unsubscribed at the expiration of the Subscription Period: (the "Backstop Commitment"). The Purchase Price per Security shall be Purchase Price: .

2.2 Purchase Mechanics. If, at the expiration of the Subscription Period, Unsubscribed Securities exist, the Issuer shall deliver to the Backstop a Purchase Notice stating the aggregate amount of Unsubscribed Securities and a proposed Closing Date: . The Backstop shall have the right, but not the obligation, to accept all or a pro rata portion of the Unsubscribed Securities by delivering an Acceptance Notice within Acceptance Period (days): following receipt of the Purchase Notice. Failure to deliver an Acceptance Notice shall be deemed a rejection of the Purchase Notice.

2.3 Allocation Among Backstops. If more than one Backstop party is identified on Annex A, allocation among Backstops shall be made pro rata based on each Backstop's Commitment Percentage: , unless the parties agree otherwise in writing.

3. TERMINATION

3.1 Termination Events. The Backstop Commitment shall automatically terminate upon the earliest to occur of: (a) the Closing; (b) mutual written agreement of the parties; (c) issuance of a final injunction or order prohibiting the Offering or Backstop Commitment; or (d) material breach of this Agreement by the Issuer that is not cured within the Cure Period (days): following written notice from the Backstop.

3.2 Effect of Termination. Upon termination of the Backstop Commitment in accordance with this Section 3, neither party shall have any further obligation under Sections that expressly survive termination, including indemnification and confidentiality obligations, except for obligations that expressly survive termination hereunder.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. The Issuer represents and warrants to the Backstop as of the date hereof and as of the Closing that: (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action; (c) the Securities to be issued pursuant to the Offering, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; and (d) no consent, approval or authorization of, or filing with, any governmental authority is required for the Issuer's performance hereunder, except as disclosed in Issuer Disclosures:

4.2 Backstop Representations. The Backstop represents and warrants to the Issuer that: (a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation of the Backstop enforceable in accordance with its terms; and (c) the Backstop is acquiring Securities for investment on its own account and not with a view to distribution, except as otherwise disclosed to the Issuer.

5. COVENANTS

5.1 Issuer Covenants. From the date hereof until the earlier of the termination of the Backstop Commitment and the Closing, the Issuer shall: (a) use reasonable best efforts to conduct the Offering in accordance with the terms presented to the Backstop; (b) promptly notify the Backstop of any material adverse development likely to affect the Offering; and (c) provide the Backstop with reasonable access to corporate records and officers for customary due diligence.

5.2 Backstop Covenants. From the date hereof until the earlier of the termination of the Backstop Commitment and the Closing, the Backstop shall not, without the Issuer's prior written consent, transfer or assign its rights under this Agreement except in connection with a permitted assignment to an affiliate or as part of a transfer of substantially all of the Backstop's assets.

6. INDEMNIFICATION

6.1 Issuer Indemnity. The Issuer shall indemnify and hold harmless the Backstop and its affiliates, and their respective officers, directors and agents (collectively, the "Backstop Indemnitees") from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of any material breach of the Issuer's representations, warranties or covenants in this Agreement or any untrue statement of a material fact contained in the Offering materials delivered by the Issuer.

6.2 Backstop Indemnity. The Backstop shall indemnify and hold harmless the Issuer and its affiliates, and their respective officers, directors and agents (collectively, the "Issuer Indemnitees") from and against any losses, claims, damages or liabilities arising out of the Backstop's material breach of its representations, warranties or covenants under this Agreement, or any untrue statement of a material fact made by the Backstop to the Issuer in connection with the Offering.

7. FEES AND EXPENSES

7.1 Backstop Fee. In consideration for the Backstop Commitment, upon Closing the Issuer shall pay to the Backstop a Backstop Fee equal to Backstop Fee Amount: or such other amount as the parties may agree in writing.

7.2 Expenses. Each party shall bear its own fees and expenses incurred in connection with the negotiation and execution of this Agreement, except that the Issuer shall pay all fees and expenses of any transfer agent, registrar or similar third parties required to effect the issuance of Securities under the Offering.

8. CONDITIONS TO CLOSING

8.1 Conditions to Backstop Obligations. The obligations of the Backstop to consummate any purchase of Unsubscribed Securities are subject to the satisfaction (or waiver by the Backstop) of customary conditions precedent, including but not limited to: (a) the representations and warranties of the Issuer being true and correct in all material respects as of the Closing Date; (b) no material adverse change in the Issuer's business having occurred since the date of this Agreement; and (c) receipt of corporate and regulatory approvals required to consummate the transactions.

9. NOTICES

Issuer Notices To:

Issuer Contact Email/Phone:

Backstop Notices To:

Backstop Contact Email/Phone:

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to conflict of laws principles.

10.2 Entire Agreement. This Agreement, together with any schedules or annexes hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic and legal objectives of the invalid provision.

10.4 Amendments and Waiver. No amendment to or waiver of any provision of this Agreement shall be effective unless made in writing and signed by each party. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

10.5 Counterparts. 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. Signatures transmitted by electronic or facsimile transmission shall be effective as originals.

SIGNATURES

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