Legal Bad Actor Certificate

LEGAL BAD ACTOR CERTIFICATE

This Legal Bad Actor Certificate (this "Certificate") is made and delivered as of by Certifying Party: , an entity selecting the following organizational form Individual Corporation Limited Liability Company Partnership Other, with principal place of business at (the "Certifying Party"), in favor of Recipient: , with principal place of business at (the "Recipient").

RECITALS

WHEREAS, the Recipient requires a written certificate from the Certifying Party representing that the Certifying Party is not subject to certain disqualifying events commonly described as "bad actor" incidents; and

WHEREAS, the Certifying Party is willing to provide this Certificate as an express condition to the Recipient's reliance upon the Certifying Party in connection with transactions, contracts, awards, or other arrangements between the parties; and

WHEREAS, the parties intend that the representations, warranties, disclosures and covenants contained in this Certificate shall be relied upon by the Recipient and shall survive delivery of this Certificate to the extent provided herein.

NOW THEREFORE

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Certificate and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Certifying Party hereby certifies, represents and warrants to the Recipient as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below. "Bad Actor Event" means any final criminal conviction, suspension, debarment, exclusion, civil judgment based on fraud or similar misconduct, administrative sanction, or other governmental or regulatory determination that disqualifies or materially limits an entity or individual from providing goods, services or participating in contractual arrangements.

2. CERTIFICATION OF ABSENCE OF BAD ACTOR EVENTS

The Certifying Party hereby certifies and warrants that, to the best of its knowledge after reasonable inquiry, neither the Certifying Party nor any of its officers, directors, partners, principals, controlling persons, nor any person or entity that is a beneficial owner of twenty percent (20%) or more of the Certifying Party (each a "Covered Person") is subject to any outstanding Bad Actor Event as of the date of this Certificate, except as disclosed in Section 3 below.

3. REQUIRED DISCLOSURES

The Certifying Party shall indicate whether any Bad Actor Events exist by checking the applicable boxes and providing a detailed description of each matter below.

Known Bad Actor Events (check all that apply):

Final criminal conviction of the Certifying Party or a Covered Person
Debarment or suspension by any governmental or regulatory authority
Civil judgment or settlement based on fraud, false claims, or similar misconduct
Termination or rescission of contract for cause involving fraud or intentional misconduct
Administrative sanction, exclusion, or other regulatory prohibition
Other disqualifying event

For each disclosed event, indicate the date on which the event occurred or was finally adjudicated:

4. REPRESENTATIONS AND WARRANTIES

The Certifying Party represents and warrants that: (a) it has full power and authority to execute and deliver this Certificate and to perform its obligations hereunder; (b) this Certificate constitutes a legal, valid and binding obligation enforceable against the Certifying Party; and (c) the execution, delivery and performance of this Certificate does not violate any law, regulation, contractual obligation, or order binding on the Certifying Party.

5. CONTINUING OBLIGATION

The Certifying Party covenants to notify the Recipient in writing within five (5) business days if, after the date of this Certificate, any Bad Actor Event arises with respect to the Certifying Party or any Covered Person. Such notice shall include a full description of the facts and circumstances and any corrective or remedial actions taken or proposed.

6. REMEDIES

If the Certifying Party breaches any certification, representation, warranty or covenant contained in this Certificate, the Recipient shall be entitled to all remedies available at law or in equity, including specific performance, injunctive relief, rescission of any award or contract, termination for cause and recovery of damages and costs, including reasonable attorneys' fees. Such remedies are cumulative and not exclusive.

7. INDEMNIFICATION

The Certifying Party agrees to indemnify, defend and hold harmless the Recipient and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of any representation, warranty, certification or covenant contained in this Certificate, including any failure to promptly disclose a Bad Actor Event.

8. NOTICES

All notices, consents or other communications required or permitted under this Certificate shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate in writing):

9. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the applicable jurisdiction.

10. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written communications or agreements. If any provision of this Certificate is finally determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not operate as a waiver of any other breach. This Certificate 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.

CERTIFICATION

By signing below, the Certifying Party affirms under penalty of perjury and in good faith that the statements, disclosures and representations contained in this Certificate are true, complete and accurate as of the date set forth above and that the Certifying Party understands that the Recipient is relying upon this Certificate.

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