Legal Execution Offer

LEGAL EXECUTION OFFER

This Legal Execution Offer (the "Offer") is made as of Effective Date: by and between Offeror Name: with principal address at (hereafter "Offeror"), and Offeree Name: with principal address at (hereafter "Offeree").

RECITALS

WHEREAS, Offeror has proposed to undertake certain execution services and to execute, deliver or coordinate execution of transaction documents described herein in connection with the Transaction described below; and

WHEREAS, Offeree desires to receive from Offeror and to grant Offeror the authority and offer terms set forth in this Offer for the limited purpose of effecting the Transaction on the terms and conditions set forth below; and

WHEREAS, the parties intend that this Offer, upon acceptance by Offeree in accordance with Section 2, will constitute a binding agreement governing the performance of the execution obligations and related duties described 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 hereby acknowledged, Offeror and Offeree agree as follows:

1. OFFER

1.1 Scope of Offer. Offeror hereby offers to perform the execution services described in this Offer, including preparing, coordinating, executing and delivering the documents listed in Section 1.2 and performing related acts reasonably necessary to effect the Transaction (the "Services"), subject to the terms and conditions of this Offer.

1.2 Documents. The documents and instruments to be executed or delivered pursuant to this Offer are:

2. ACCEPTANCE

2.1 Manner of Acceptance. This Offer shall be effective and binding upon Offeree only upon Offeree's delivery to Offeror of written acceptance executed by an authorized representative of Offeree and, where applicable, upon delivery of any required consideration set forth in Section 5. Acceptance may be delivered by executed counterpart, facsimile, electronic image or other written instrument.

2.2 Expiration. This Offer shall automatically expire if not accepted by Offeree on or before Offer Expiration Date: unless extended in writing by Offeror. Any acceptance after such expiration shall be treated as a new offer requiring acceptance by Offeror.

3. EXECUTION OBLIGATIONS

3.1 Performance Standard. Offeror shall perform the Services in good faith and in a commercially reasonable manner consistent with customary industry practices for execution and settlement of similar transactions. Offeror shall use reasonable efforts to coordinate signatures and deliveries to meet any mutually agreed closing schedule.

3.2 Authority to Execute. Offeree represents that it has provided Offeror with such corporate or other authorizations, resolutions, powers of attorney or other approvals as are necessary to permit Offeror to effect the Services described in Section 1.2. Offeror shall not be required to act beyond the scope of authority furnished in writing by Offeree.

4. CONDITIONS PRECEDENT

4.1 Conditions. Offeror's obligations under this Offer are subject to the satisfaction, on or before the applicable closing date, of the following conditions precedent: (a) receipt of all executed counterparts of the documents required by Section 1.2; (b) no material adverse change in the legal or financial condition of Offeree affecting the Transaction; and (c) receipt of any consideration specified in Section 5.

5. CONSIDERATION

5.1 Fee. In consideration for the Services, Offeree shall pay Offeror the fee set forth below or deliver other consideration as agreed in writing. Fee Amount: . Payment terms:

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party 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; (b) it has full power and authority to enter into this Offer and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Offer have been duly authorized by all necessary corporate or other action.

6.2 Additional Offeree Warranties. Offeree represents that all authorizations, approvals, consents and corporate actions required to permit Offeror to perform the Services have been obtained and that the documents provided to Offeror are accurate and complete in all material respects.

7. INDEMNIFICATION

7.1 Indemnity by Offeree. Offeree shall indemnify, defend and hold harmless Offeror and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred in connection with any claim arising out of Offeree's breach of this Offer, any inaccuracy in Offeree's representations or any unauthorized instructions provided by Offeree.

7.2 Indemnity Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnity is sought; provided that failure to give prompt notice shall not relieve the indemnifying party except to the extent it is prejudiced thereby.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. Except for liability arising from gross negligence, willful misconduct or indemnification obligations under Section 7, neither party shall be liable to the other for any consequential, special, incidental or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Offer upon written notice to the other party prior to acceptance. Termination shall relieve both parties of further obligations hereunder except for obligations that by their nature survive termination.

9.2 Effect of Termination. Upon termination, Offeror shall be entitled to payment for Services performed to the date of termination and for reasonable costs incurred in winding down anticipated performance.

10. NOTICES

10.1 Method. All notices and other communications hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notice Address for Offeror: . Notice Address for Offeree:

11. GOVERNING LAW

This Offer and any dispute arising out of or relating to this Offer shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

12. ENTIRE AGREEMENT

This Offer, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Offer shall be effective unless in a written instrument signed by both parties. The waiver by either party of a breach of any provision of this Offer shall not operate or be construed as a waiver of any subsequent breach.

14. SEVERABILITY

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

15. COUNTERPARTS

This Offer may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic, facsimile or scanned copies of signatures shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign its rights or delegate its duties under this Offer without the prior written consent of the other party, except that Offeror may assign this Offer to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets, provided that the assignee assumes Offeror's obligations hereunder.

16.2 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Offer.

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