Legal Commission Instruction

LEGAL COMMISSION INSTRUCTION

This Legal Commission Instruction (the "Instruction") is made as of by and between Principal Name: whose principal address is (hereinafter "Principal") and Commission Recipient Name: whose principal address is (hereinafter "Recipient"). Principal and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Principal is entering into or has entered into a transaction described as: (the "Transaction"), and as a result Principal anticipates the receipt of funds, proceeds or consideration related to the Transaction (the "Proceeds");

WHEREAS, Principal has agreed to pay, and Recipient is entitled to receive, a commission in respect of the Transaction on the terms set forth in this Instruction; and

WHEREAS, Principal desires to instruct any escrow agent, settlement agent, law firm, fiduciary, or other payor holding or distributing the Proceeds (each, an "Escrow Agent") to pay the Commission (defined below) to Recipient out of the Proceeds upon the occurrence of the conditions set forth herein.

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

1. DEFINITIONS

For purposes of this Instruction, the following terms shall have the following meanings:

"Commission" means the fee, payment or other remuneration payable to Recipient as described in Section 4, calculated in accordance with the formula or rate set forth in this Instruction.

"Effective Date" means the date first written above.

2. INSTRUCTION TO PAY

Principal hereby directs and authorizes any Escrow Agent in possession of the Proceeds to pay the Commission to Recipient in accordance with the terms of this Instruction. This Instruction is intended to constitute a binding and enforceable direction to any such Escrow Agent and may be relied upon by such Escrow Agent without further inquiry.

3. SOURCE OF PAYMENT

Payment of the Commission shall be made solely from the Proceeds and shall not create any personal liability on the part of any Escrow Agent, except to the extent such Escrow Agent acts in willful disregard of this Instruction. Principal represents that it has the authority to instruct disbursement of the Proceeds as set forth herein.

4. CALCULATION AND PAYMENT OF COMMISSION

The Commission shall be payable as follows: . Payment shall be made to Recipient by wire transfer to the account designated by Recipient, or by check made payable to Recipient, within days after the Escrow Agent's receipt of the Proceeds sufficient to satisfy the Commission.

Recipient shall provide written payment instructions to Principal and any Escrow Agent at least days prior to the anticipated payment date. Principal and Escrow Agent may rely on such instructions until receipt of written notice of any change.

5. WITHHOLDING AND TAXES

All taxes, duties, levies or withholdings required by applicable law to be withheld or deducted from the Commission shall be the responsibility of . If Principal is required to withhold or deduct any amount, it shall provide Recipient with official documentation evidencing such withholding to the extent permitted by law.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this Instruction; (b) the execution and delivery of this Instruction and the performance of its obligations will not violate any applicable agreement, law or order; and (c) this Instruction constitutes a valid, binding and enforceable obligation of such Party, enforceable in accordance with its terms.

7. INDEMNITY

Each Party shall indemnify, defend and hold harmless the other Party and any Escrow Agent from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Instruction by the indemnifying Party or any inaccuracy in any representation or warranty made by the indemnifying Party.

8. CONFIDENTIALITY

Except as required by law or as necessary to effectuate the payment contemplated by this Instruction, the Parties shall keep the terms and existence of this Instruction confidential and shall not disclose them to any third party without the prior written consent of the other Party.

9. NOTICES

Notices to Principal

Notices to Recipient

All notices, demands or other communications required or permitted under this Instruction shall be in writing and shall be deemed given upon personal delivery, three days after mailing by certified mail, return receipt requested, or upon confirmed transmission by email if followed by a mailed copy. Delivery addresses are as set forth in this Section and may be changed by written notice in accordance with this Section.

10. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Instruction shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.

11. GOVERNING LAW

This Instruction shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Instruction constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties, whether written or oral, relating to the Commission or payment thereof.

13. SEVERABILITY

If any provision of this Instruction is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

14. COUNTERPARTS

This Instruction 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 electronically or by facsimile shall be deemed original signatures for all purposes.

15. ADDITIONAL PROVISIONS

Any party may provide additional instructions or clarifications regarding payment mechanics or calculation by completing the space below:

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