Legal Items for Signature

LEGAL ITEMS FOR SIGNATURE

This Legal Items for Signature Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: with principal address at and Party B: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties anticipate the execution, delivery and exchange of multiple legal instruments, documents and ancillary items (collectively, the "Legal Items") that require coordinated signature, delivery, and recordation; and

WHEREAS, the Parties desire to set forth procedures, representations, and mutual covenants governing the identification, execution, delivery and acceptance of such Legal Items to ensure each Party's obligations are enforceable and to allocate responsibility for delivery, accuracy and indemnity; and

WHEREAS, the Parties intend that this Agreement govern the process for signature and delivery of the Legal Items and to serve as evidence of authority to execute the specified matters on behalf of each Party where applicable.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. LIST OF LEGAL ITEMS

The Parties acknowledge and agree that the Legal Items to be executed, delivered or otherwise provided under this Agreement shall include, without limitation, the items listed below. Each item selected requires the Party or its designated representative to execute the instrument in the form and manner required by applicable law or the applicable transaction documents.

2. AUTHORITY; REPRESENTATIONS AND WARRANTIES

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 formation; (b) it has the full corporate, partnership or organizational power and authority to execute, deliver and perform this Agreement and to authorize the execution and delivery of the Legal Items identified herein; (c) the execution, delivery and performance of this Agreement and the Legal Items have been duly authorized by all necessary corporate, partnership or member action and do not violate any agreement, law, judgment or order binding on such Party.

3. EXECUTION AND DELIVERY PROCEDURES

3.1 Execution Standards. All instruments included among the Legal Items shall be executed in substantially the form agreed by the Parties and in compliance with any formal requirements applicable to the instrument (including notarization, witnessing and corporate attestation where required). Any deviations from agreed forms must be consented to in writing by the affected Party, which consent shall not be unreasonably withheld.

3.2 Delivery. Delivery of executed Legal Items shall occur in the manner designated by the Parties in writing and, unless otherwise agreed, delivery by electronic transmission of a PDF executed copy shall constitute delivery for all purposes; provided, however, that original documents required by law to be recorded or filed shall be delivered in original form.

4. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Party") from and against any and all losses, liabilities, claims, damages, fines, penalties and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from: (a) any material breach of the representations, warranties or covenants set forth in this Agreement; (b) the execution, delivery or attempted execution or delivery of any Legal Item by an individual purporting to act on behalf of the Indemnifying Party without valid authority; or (c) material inaccuracies in any signature or acknowledgement provided by or on behalf of the Indemnifying Party.

5. CONFIDENTIALITY

All information and legal instruments exchanged in connection with the Legal Items that are designated confidential or that by their nature should reasonably be considered confidential shall be maintained in confidence by the receiving Party and shall not be disclosed except to the extent required by law, regulation, or valid legal process, or with the prior written consent of the disclosing Party.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate by notice in accordance with this Section):

7. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party waiving compliance, and no waiver shall constitute a continuing waiver.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or relating to this Agreement.

9. 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, representations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means, including PDF or electronic signature platform, shall be valid and binding for all purposes.

11. MISCELLANEOUS

The obligations of the Parties under this Agreement that by their nature survive termination or expiration shall survive for the period necessary to give effect to such obligations. Headings are for convenience only and shall not affect interpretation.

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