Legal Indemnification Undertaking

LEGAL INDEMNIFICATION UNDERTAKING

This Legal Indemnification Undertaking (the "Undertaking") is made as of the day of , by and between Indemnitor Name: , an entity of type Individual Corporation LLC/Partnership with principal address: ; and Indemnitee Name: , an entity of type Individual Corporation LLC/Partnership with principal address: .

RECITALS

WHEREAS, Indemnitor is entering into or has entered into certain transactions or relationships with Indemnitee described as: (the "Transaction"); and

WHEREAS, as an inducement to Indemnitee to enter into the Transaction and in consideration of the mutual covenants set forth herein, Indemnitor agrees to provide indemnity and defense pursuant to the terms of this Undertaking; and

WHEREAS, Indemnitee would be damaged by claims, losses, liabilities, costs and expenses if not so indemnified and therefore requires this Undertaking as security for such obligations.

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

1. DEFINITIONS

1.1 "Claim" means any demand, action, suit, proceeding, investigation, arbitration or other assertion of liability made or brought by any person or entity, whether civil, criminal or administrative, that arises out of or relates to the Transaction or to acts or omissions for which indemnity is sought under this Undertaking.

1.2 "Losses" means all judgments, damages, settlements, fines, penalties, interest, and all reasonable costs and expenses (including reasonable attorneys' fees, litigation costs, and expert fees) actually incurred in connection with a Claim.

2. INDEMNIFICATION OBLIGATIONS

2.1 Indemnitor hereby unconditionally and irrevocably indemnifies, defends and holds harmless Indemnitee and its officers, directors, employees, agents and affiliates (collectively, the "Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach by Indemnitor of any representation, warranty, covenant or obligation under this Undertaking or the Transaction; (b) Indemnitor's negligence, willful misconduct or fraud in connection with the Transaction; or (c) any third-party Claim resulting from acts or omissions of Indemnitor in connection with the Transaction.

2.2 The indemnity in Section 2.1 includes reimbursement of all reasonable costs and expenses incurred by the Indemnified Parties in investigating, resisting, defending or settling any Claim, including reasonable attorneys' fees and costs of appeal.

3. EXCLUSIONS AND LIMITATIONS

3.1 Notwithstanding the foregoing, Indemnitor shall not be required to indemnify for Losses to the extent such Losses result directly from the gross negligence or willful misconduct of an Indemnified Party as finally determined by a court of competent jurisdiction.

3.2 Financial Cap (if applicable): The aggregate liability of Indemnitor under this Undertaking shall not exceed unless otherwise agreed in writing by the parties.

4. PROCEDURE FOR CLAIMS; DEFENSE AND SETTLEMENT

4.1 Notice of Claim. Indemnitee shall promptly notify Indemnitor in writing of any Claim for which indemnity is sought. Failure to provide prompt notice shall not relieve Indemnitor of its obligations except to the extent any delay materially prejudices Indemnitor's ability to defend the Claim.

4.2 Control of Defense. Subject to Section 4.3, Indemnitor shall have the right to assume and control the defense and settlement of any Claim, provided that Indemnitor (a) employs counsel reasonably acceptable to Indemnitee and (b) does not settle any Claim in a manner that admits fault on the part of Indemnitee or imposes any obligation or liability on Indemnitee without Indemnitee's prior written consent, which consent shall not be unreasonably withheld or delayed.

4.3 Participation by Indemnitee. Indemnitee shall have the right, at its expense, to participate in the defense of any Claim with counsel of its choosing. If Indemnitor fails to assume the defense within days after receipt of notice, Indemnitee may undertake its own defense and seek indemnity for Losses in accordance with this Undertaking.

5. ADVANCE OF COSTS

5.1 Indemnitor shall, upon written request by Indemnitee, advance reasonable legal fees and other defense costs as they are incurred; provided, however, that any such advances shall be repayable to Indemnitor if a final adjudication ultimately determines that Indemnitor has no liability for such advanced amounts.

6. SECURITY

7. DURATION AND SURVIVAL

7.1 This Undertaking shall commence on the Effective Date and shall remain in full force and effect for a period of following the termination or completion of the Transaction, and shall survive the expiration or termination of any agreement between the parties to the extent necessary to enforce obligations arising hereunder.

8. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), sent by nationally recognized overnight courier, or sent by electronic mail with confirmation to the addresses or contacts set forth below:

9. GOVERNING LAW

This Undertaking shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

10.1 Entire Agreement. This Undertaking 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.

10.2 Amendment. This Undertaking may be amended or modified only by a written instrument executed by both parties.

10.3 Waiver. No failure or delay by any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

10.4 Severability. If any provision of this Undertaking is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. MISCELLANEOUS

11.1 Remedies. The rights and remedies provided herein are cumulative and in addition to any other rights and remedies available at law or in equity.

11.2 Counterparts. This Undertaking 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. Execution may be by facsimile or electronic image of a signature and such signature shall be deemed to be an original.

AUTHORITY

Each person executing this Undertaking on behalf of a party represents and warrants that he or she has full power and authority to enter into and perform this Undertaking on behalf of such party and that this Undertaking constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.

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