Legal Fund Agreement

LEGAL FUND AGREEMENT

This Legal Fund Agreement (the "Agreement") is made effective as of between Fund Provider: , with principal address , and Recipient: , with principal address .

RECITALS

WHEREAS, Provider has established a legal funding arrangement to provide non-recourse or limited-recourse financial support to parties involved in asserted or potential legal claims; and

WHEREAS, Recipient is a party to a legal matter entitled , bearing case number , pending in (the "Matter"); and

WHEREAS, Provider and Recipient desire to set forth the terms under which Provider will advance funds to Recipient for expenses, costs, and related disbursements for the prosecution, defense, or settlement of the Matter.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Funding Amount" means the aggregate principal amount to be advanced by Provider to Recipient as specified in Section 2.1. The initial Funding Amount shall be .

"Available Proceeds" means all sums recovered by Recipient by settlement, judgment, award, or other recovery in respect of the Matter, after deduction of reimbursable litigation expenses and attorney fees as set forth in Section 4.

2. FUNDING

2.1 Amount and Purpose. Provider agrees to advance to Recipient the Funding Amount for the sole purpose of financing expenses related to the Matter, including but not limited to expert fees, court costs, filing fees, investigative expenses, and medical liens, as set forth in Recipient's budget attached hereto as Exhibit A (if any).

2.2 Disbursement. Disbursement of funds shall be made upon submission of an itemized request by Recipient to Provider and Provider's approval, which shall not be unreasonably withheld. Disbursement schedule or special instructions:

3. TERM

This Agreement shall commence on the effective date and continue until the earlier of (i) final resolution of the Matter and full satisfaction of the parties' obligations hereunder, or (ii) termination pursuant to Section 8 below. Anticipated term or milestone date:

4. REPAYMENT; DISTRIBUTION OF PROCEEDS

4.1 Repayment Priority. Upon any recovery in the Matter, Available Proceeds shall be distributed in the following order of priority: (a) reimbursable litigation expenses and liens; (b) payment to Provider of the Funding Amount advanced; (c) payment to Provider of any agreed fee, premium, or interest described in Section 4.2; and (d) balance to Recipient and/or counsel as appropriate.

4.2 Fee and Rate. In consideration for the Funding Amount, Recipient agrees to pay Provider the sum of and/or a percentage of recovery equal to , such amounts to be calculated in accordance with the agreement attached hereto as Exhibit B (if any).

4.3 Security; Priority. The parties agree that Provider shall have a contractual right to repayment as set forth herein. If the parties agree that funding is secured, check below and describe security:

Secured by security interest or assignment

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the date hereof that: (a) it is duly organized and in good standing under the laws of the jurisdiction of its formation; (b) it has full power and authority to enter into and perform this Agreement; (c) execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement to which it is a party; and (d) the information provided to the other party in connection with the Matter is true, complete, and not misleading in any material respect.

6. COVENANTS

Recipient covenants that: (a) all funds advanced will be used only for the purposes set forth in Section 2; (b) Recipient will promptly disclose to Provider all material developments in the Matter, including settlement offers; and (c) Recipient will not enter into any agreement that impairs Provider's right to repayment without Provider's prior written consent.

7. DEFAULT

7.1 Events of Default. The following shall constitute an Event of Default: (a) Recipient's material breach of any representation, warranty, or covenant in this Agreement; (b) material misrepresentation by Recipient to Provider; or (c) dissolution, insolvency, or inability of Recipient to prosecute or defend the Matter.

7.2 Remedies. Upon Event of Default, Provider may declare all unpaid advances immediately due and payable and exercise any remedies available at law or equity, including enforcement of any security or assignment granted to Provider, subject to any limitations set forth herein.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by notice in accordance with this Section).

9. CONFIDENTIALITY

Except as required by law or court order, neither party shall disclose the terms of this Agreement or non-public information regarding the Matter to any third party without the prior written consent of the other party; provided, however, that Provider may disclose the existence of this Agreement to its auditors and counsel on a confidential basis.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by any party of any breach shall be deemed a waiver of any subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding and have the same force and effect as original signatures.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign its rights to a successor or affiliate without Recipient's consent so long as such assignee agrees in writing to be bound by the terms of this Agreement.

14.2 Costs and Attorneys' Fees. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

SIGNATURES

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