Legal Blocking Certificate

LEGAL BLOCKING CERTIFICATE

This Legal Blocking Certificate (the Certificate) is executed as of by Certifying Party Name: with principal address: , and Registrar/Receiving Party Name: with principal address: .

RECITALS

WHEREAS, Certifying Party has determined that certain assets, accounts, registrations or records (collectively, Blocked Items) described herein are the subject of a legal restraint, lien, regulatory hold, or other asserted claim that requires immediate restriction on transfer or disposition; and

WHEREAS, Certifying Party desires that Registrar record and maintain a blocking notice against the Blocked Items, and Registrar has the authority and capacity to accept and record such a block under the applicable registry, ledger, or custodial rules and procedures; and

WHEREAS, Registrar requires a written certificate from Certifying Party setting forth the scope, legal basis and duration of the requested block in order to effectuate and record the blocking instruction.

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

1. CERTIFICATION OF BLOCK

Certifying Party hereby certifies and warrants to Registrar that Certifying Party has a good faith legal basis to request that Registrar impose a block on the Blocked Items listed in Section 2 below. The legal basis for the requested block is:

2. LIST OF BLOCKED ITEMS

The Blocked Items subject to this Certificate are identified as follows. Unless otherwise specified in writing by Certifying Party, the descriptions, account numbers, registration numbers and other identifiers below are controlling:

3. SCOPE, EFFECT AND PROHIBITED ACTIONS

From the Effective Date specified in Section 4, Registrar shall refrain from effecting any Transfers, registrations, removals, releases, encumbrances, or other dispositions of the Blocked Items, except upon written instruction signed by an authorized representative of Certifying Party or by order of a court of competent jurisdiction. For purposes of this Certificate, "Transfer" includes any sale, assignment, transfer of beneficial or legal ownership, pledge, lien filing, or amendment of registration that would alter the status of the Blocked Items.

4. EFFECTIVE DATE AND DURATION

Effective Date: . This block shall continue in effect until:

(a) the earlier of (i) a written release executed by Certifying Party and delivered to Registrar, (ii) a final and non-appealable court order directing removal of the block, or (iii) .

5. INSTRUCTIONS TO REGISTRAR

Registrar shall (i) record and maintain a blocking notation or entry adequate under its standard practice to prevent transfers of the Blocked Items, (ii) provide written confirmation of the block to Certifying Party within business days of receipt of this Certificate, and (iii) promptly notify Certifying Party of any third-party requests to effect a Transfer or any lien, levy or process affecting the Blocked Items.

6. REPRESENTATIONS, WARRANTIES AND AUTHORITY

Certifying Party represents and warrants to Registrar that: (a) Certifying Party is duly authorized to request the block described herein; (b) the information and descriptions provided in this Certificate are true, complete and accurate to the best of Certifying Party's knowledge; and (c) Certifying Party will notify Registrar promptly if facts change that would affect the validity or appropriateness of the block.

7. INDEMNITY

Certifying Party shall indemnify, defend and hold harmless Registrar and its affiliates, officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Registrar's good faith reliance upon this Certificate, except to the extent caused by Registrar's gross negligence or willful misconduct.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. AMENDMENTS; WAIVER

No amendment to this Certificate shall be effective unless made in a written instrument signed by both parties. No delay or omission by either party in exercising any right hereunder shall operate as a waiver of such right.

10. COUNTERPARTS

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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflicts of law. The parties agree that the courts located in that jurisdiction shall have exclusive jurisdiction over disputes arising under this Certificate.

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. ADDITIONAL INFORMATION

Litigation    Lien    Regulatory Hold    Other:

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