Legal Confirmation Form

LEGAL CONFIRMATION FORM

THIS LEGAL CONFIRMATION FORM (the Agreement) is made effective as of by and between Client Name: , entity type: Individual Corporation LLC, with principal place of business at , and Counterparty Name: , entity type: Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, the parties have engaged in discussions and exchanged information concerning certain matters described as: (the Matters); and

WHEREAS, the parties desire to confirm, in writing, the factual statements, representations, and mutual understandings set forth herein and to establish the controlling terms by which such confirmations shall be relied upon by the parties and their representatives; and

WHEREAS, each party has the authority to make the confirmations, representations and warranties contained in this Agreement and intends that third parties may rely upon such confirmations where expressly stated herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party in connection with the Matters, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. "Effective Date" means the date set forth above.

2. CONFIRMATION OF FACTS

Each party confirms that, to the best of its knowledge after due inquiry, the factual matters described in the recitals and the following statements are true and accurate as of the Effective Date:

2.1. The parties have exchanged the documents and data described in Annex A, attached hereto and incorporated by reference, and such documentation accurately reflects the matters disclosed to the other party, except as set forth in the exclusions noted in the Documentation Addendum field below.

3. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (if applicable); (b) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Agreement do not and will not violate any agreement or instrument to which it is a party.

Each party further warrants that there are no undisclosed material actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened against it that would reasonably be expected to impair its ability to perform its obligations under this Agreement.

4. CONFIDENTIALITY

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to evaluate or carry out the Matters described above; and (c) not disclose Confidential Information to any third party except to its employees, affiliates, legal advisors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. USE OF CONFIRMATIONS; RELIANCE

The parties acknowledge that this Agreement may be relied upon by each party and its authorized representatives, auditors and advisors for the purposes expressly set forth herein. No party shall make any express or implied public announcement or filing, including regulatory filings, referencing the contents of this Agreement without the prior written consent of the other party, except as required by law.

6. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement 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 pursuant to this Section):

8. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. Failure to enforce any right shall not constitute a waiver of future enforcement of that or any other right.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Agreement, together with any attachments and exhibits specifically incorporated herein, 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.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the minimum extent necessary to make it valid and enforceable.

12. COUNTERPARTS; ELECTRONIC EXECUTION

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 delivered by electronic means, including facsimile or electronic signature platforms, shall be binding for all purposes.

ACKNOWLEDGMENT

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to obtain the advice of counsel, and that it agrees to be bound by its terms.

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