Legal Management Rights Letter

LEGAL MANAGEMENT RIGHTS LETTER

This Legal Management Rights Letter (the Letter) is made as of Effective Date: by and between Investor Name: , with principal address at , and Company Name: , with principal address at .

RECITALS

WHEREAS, the Investor has acquired or is acquiring certain equity securities of the Company pursuant to a purchase or investment agreement dated (the Purchase Agreement); and

WHEREAS, as an inducement to the Investor to enter into the Purchase Agreement and to enable the Investor to monitor and protect its investment, the Company has agreed to grant the Investor certain management and information rights on the terms set forth in this Letter; and

WHEREAS, the parties wish to set forth their agreement with respect to those rights and the procedures therefor.

NOW, THEREFORE

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

1. GRANT OF RIGHTS

1.1 Access and Information Rights. Subject to Section 4 (Confidentiality), the Company grants to the Investor, for the benefit of the Investor and its affiliates and authorized advisors, the right to: (a) receive copies of and reasonable access to the Company’s financial statements, books and records, reports and other material information reasonably requested by the Investor for the purpose of monitoring its investment; (b) meet and consult periodically with the Company’s chief executive officer and other senior officers at mutually convenient times; and (c) review the Company’s facilities and operations upon reasonable advance notice. The scope of permitted inspection shall be limited to information reasonably necessary to evaluate and monitor the Investor’s investment in the Company.

1.2 Board Observation. The Company agrees that the Investor shall be entitled to designate one non-voting observer to attend meetings of the Board of Directors and its committees. The observer shall receive the same notices, minutes and materials provided to directors, subject to redaction of attorney-client privileged communications. The identity of the observer is: .

1.3 Advisors and Agents. The Investor may, at its expense, retain attorneys, accountants and other advisors to assist in exercising the rights granted by this Letter; provided, however, that such advisors shall be bound by the confidentiality obligations of Section 4.

2. PROCEDURES FOR EXERCISE OF RIGHTS

2.1 Requests. Requests for access, materials or meetings shall be made in writing or by electronic mail to the Company Contact for Notices identified in Section 8 and shall specify the scope, purpose and anticipated duration of the request. The Company shall use commercially reasonable efforts to accommodate reasonable requests within business days.

2.2 Limitations. The rights granted hereunder shall be subject to the Company’s obligation to protect attorney-client privileged information and to protect personal privacy, trade secrets and information that the Company reasonably determines could cause competitive harm if disclosed. In the event of a dispute concerning production or access, the Company may withhold the disputed material pending the outcome of a good-faith resolution between the parties or, if necessary, an appropriate judicial determination.

3. TERM AND TERMINATION

3.1 Term. The rights granted under this Letter shall commence on the Effective Date and continue until the earliest to occur of: (a) the date specified in a written termination notice delivered by the Investor to the Company, ; (b) the date on which the Investor ceases to beneficially own at least % of the outstanding voting securities of the Company; or (c) mutual written agreement of the parties.

3.2 Survival. Sections 1 (to the extent necessary to effect the return or disposition of Confidential Information), 4, 6 (Indemnification), 7 (Remedies), 9 (Governing Law) and this Section 3.2 shall survive termination or expiration of this Letter.

4. CONFIDENTIALITY

4.1 Obligation. The Investor agrees that any non-public information, whether written, oral or electronic, furnished by the Company or obtained through inspections under this Letter (Confidential Information) shall be held in confidence and used solely for the purpose of evaluating and monitoring the Investor’s investment in the Company. The Investor shall not disclose Confidential Information to any person except (a) its affiliates, employees, directors and permitted advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (b) as required by applicable law or regulation, provided that the Investor gives the Company prompt written notice of any such required disclosure (to the extent lawful) and cooperates in obtaining confidential treatment or a protective order.

4.2 Return or Destruction. Upon termination of this Letter or upon the Company’s written request, the Investor shall promptly return or destroy, at the Company’s election, all Confidential Information in its possession, provided that counsel may retain one copy for compliance and archival purposes subject to the confidentiality obligations herein.

5. NO CONTROL; NO FIDUCIARY DUTY

Nothing contained in this Letter shall be construed to (a) give the Investor or its designees any right to control or direct the operations of the Company, (b) create any fiduciary duty of the Investor to the Company or its stockholders, or (c) constitute the Investor as a partner, joint venturer or co-venturer of the Company. The Investor’s rights hereunder are limited to oversight and informational and advisory roles.

6. INDEMNIFICATION

The Company shall indemnify and hold harmless the Investor and its affiliates and their respective officers, directors, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or resulting from any claim, action or proceeding brought by a third party arising from the Investor’s exercise of its rights under this Letter, except to the extent such losses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Investor or its representatives.

7. REMEDIES

The parties agree that monetary damages would be an inadequate remedy for any breach of the confidentiality or access provisions of this Letter and that, in addition to other remedies at law, the non-breaching party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any such breach. Such remedy shall be in addition to any other remedy available at law or equity.

8. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the parties at their addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section):

9. MISCELLANEOUS

9.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of laws principles.

9.2 Entire Agreement. This Letter, together with the Purchase Agreement to the extent incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter.

9.3 Amendments and Waiver. No modification, amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that party’s right to enforce that provision at a later time.

9.4 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

9.5 Counterparts and Electronic Signatures. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, electronic image or electronic signatures shall be binding.

ADDITIONAL PROVISIONS / SPECIAL TERMS

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