Legal Nominee Agreement

LEGAL NOMINEE AGREEMENT

This Legal Nominee Agreement ("Agreement") is made and entered into as of by and between Nominee: , a/an with principal place of business at (the "Nominee"), and Beneficial Owner: , of (the "Beneficial Owner").

RECITALS

WHEREAS, the Beneficial Owner is the beneficial owner of certain shares, membership interests, real property title, bank accounts or other assets described herein and desires that the Nominee hold record title to such assets for the purposes set forth in this Agreement; and

WHEREAS, the Nominee is willing to act as nominee and record holder of such assets on the terms and subject to the conditions contained in this Agreement and in strict accordance with the instructions of the Beneficial Owner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the ownership, control, administration and disposition of the assets held by the Nominee.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. APPOINTMENT; TITLE

1.1 Appointment. The Beneficial Owner hereby appoints the Nominee to hold legal and record title to the assets specifically identified in Schedule A attached hereto (the "Assets") for the sole benefit of the Beneficial Owner. Title so held by the Nominee shall be for record-keeping purposes only and shall at all times be subject to the Beneficial Owner's equitable ownership and beneficial interest.

1.2 Schedule A. Describe applicable assets and account identifiers in the space below or attach as an exhibit. Any additions to Schedule A must be evidenced in writing and signed by both parties.

2. AUTHORITY AND LIMITATIONS

2.1 Nominee's Authority. The Nominee shall hold legal title to the Assets and, unless expressly directed otherwise in writing by the Beneficial Owner, shall execute and record such instruments, endorsements, assignments and other documents as are necessary to reflect the Nominee's record ownership. The Nominee shall act only upon the written instructions of the Beneficial Owner except as otherwise provided in this Agreement.

2.2 Limitations. The Nominee shall not exercise any power, vote any shares, amend governing documents, transfer title, encumber, sell or otherwise dispose of the Assets without prior written instructions signed by the Beneficial Owner, except to the extent necessary to comply with law, court order or contractual obligations and then only after notifying the Beneficial Owner in accordance with the Notices provision.

3. RECORD OWNER; BENEFICIAL RIGHTS

3.1 Beneficial Interest. The Beneficial Owner shall retain all beneficial rights and interests in and to the Assets, including entitlement to dividends, income, distributions and proceeds, subject to any written directions delivered to the Nominee. The Nominee's title is solely nominal and fiduciary in nature.

3.2 Access to Records. The Nominee shall provide the Beneficial Owner with reasonable access to records relating to the Assets and shall, upon request, supply copies of any documents, statements or receipts pertaining to transactions effected on behalf of the Beneficial Owner.

4. DUTIES OF THE NOMINEE

The Nominee shall: (a) act in good faith and with reasonable care in performance of its duties; (b) comply with the Beneficial Owner's written instructions; (c) maintain accurate books and records relating to the Assets and provide periodic reports upon request; and (d) take such reasonable steps as are necessary to preserve the legal status of record ownership as directed.

5. COMPENSATION AND EXPENSES

5.1 Fees. The Beneficial Owner shall pay the Nominee compensation for services in the amount of per or as otherwise agreed in writing.

5.2 Expenses. The Beneficial Owner shall reimburse the Nominee for all reasonable out-of-pocket expenses, costs, taxes and fees reasonably incurred in connection with holding or disposing of the Assets, upon receipt of itemized documentation.

6. REPRESENTATIONS AND WARRANTIES

6.1 By the Beneficial Owner. The Beneficial Owner represents and warrants that it has full power and authority to enter into this Agreement and to instruct the Nominee with respect to the Assets and that the beneficial interest is free and clear of liens or encumbrances not disclosed in writing.

6.2 By the Nominee. The Nominee represents and warrants that it has the capacity to act as record owner, that it will act in accordance with applicable law, and that it will not act in a manner intended to defeat the Beneficial Owner's equitable interest.

7. CONFIDENTIALITY

7.1 Duty of Confidentiality. The Nominee shall keep confidential all non-public information obtained in connection with this Agreement and the Assets, and shall not disclose such information except (a) to the Beneficial Owner, (b) as required by law, regulation or court order, or (c) with the Beneficial Owner's prior written consent.

7.2 Survival. The obligations of confidentiality shall survive the termination of this Agreement for a period of unless otherwise required by law.

8. INDEMNIFICATION

The Beneficial Owner shall indemnify, defend and hold harmless the Nominee and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) acts or omissions of the Beneficial Owner, (b) instructions provided by the Beneficial Owner, or (c) the ownership, transfer or disposition of the Assets, except to the extent resulting from the Nominee's gross negligence or willful misconduct.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the effective date set forth above and shall continue until terminated by either party in accordance with this Section.

9.2 Termination. Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not affect obligations incurred prior to termination or obligations that by their nature survive termination.

10. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail with confirmation, to the addresses set forth below or to such other address as either party designates by notice in accordance with this Section. Notices shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

11.2 Waiver. No waiver of any breach or right under this Agreement shall be effective unless in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other right or of any subsequent breach.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any schedules and written instructions duly executed by the parties, 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.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed or reformed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS; SIGNATURES

This Agreement 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. Signatures delivered by electronic means or as scanned copies shall be binding and have the same force and effect as original signatures.

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