Legal Nominee Confirmation Form

LEGAL NOMINEE CONFIRMATION FORM

Date:

This Legal Nominee Confirmation Form is entered into by and between Principal Name: , who is an entity type Individual Corporation LLC and Nominee Name: , who is an entity type Individual Corporation LLC.

RECITALS

WHEREAS, the Principal is the beneficial owner of certain assets, interests or rights described in Schedule A attached hereto and desires that legal title or certain nominal functions be held or exercised by the Nominee for the limited purposes set forth herein; and

WHEREAS, the Nominee has agreed to act as a legal nominee for the Principal, subject to the instructions, limitations and indemnities set forth in this Confirmation Form; and

WHEREAS, the parties intend that the arrangement set forth in this Form reflect only the legal nominee relationship and not to transfer or alter the beneficial ownership of the Principal's assets except as expressly provided herein.

NOW, THEREFORE

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

1. APPOINTMENT

1.1 Appointment. The Principal hereby appoints the Nominee to act as legal nominee solely to hold legal title and perform the limited actions expressly authorized by this Form with respect to the assets, interests or rights identified in Schedule A ("Nominee Assets"), and the Nominee accepts such appointment on the terms and conditions set forth in this Form.

1.2 Scope. The Nominee shall perform only those acts specifically instructed in writing by the Principal or as otherwise set forth in this Form. Absent prior written instruction, the Nominee shall have no authority to encumber, transfer, assign or otherwise alter the beneficial ownership of the Nominee Assets.

2. AUTHORITY AND LIMITATIONS

2.1 Express Authorities. The Nominee is authorized, subject to Principal's direction, to:

Select permitted authorities: Hold legal title to Nominee Assets Sign documents as nominee as instructed Act as nominee director or officer where expressly directed

2.2 Limitations. The Nominee shall not exercise any discretionary power inconsistent with the Principal's written instructions, shall not incur liabilities in the name of the Principal without prior written authorization, and shall not represent itself as the beneficial owner of the Nominee Assets.

3. NOMINEE DUTIES AND INSTRUCTIONS

3.1 Fiduciary-Like Obligation. While serving as nominee, the Nominee shall act in accordance with the Principal's written instructions and shall exercise reasonable care in performing ministerial duties in relation to the Nominee Assets.

3.2 Instruction Procedure. The Principal shall deliver instructions to the Nominee in writing, by email or other written communication to the addresses set forth in the Notices section. The Nominee shall follow only those instructions that are reasonably clear and lawful.

4. CONFIDENTIALITY

The Nominee shall keep confidential all non-public information concerning the Principal and the Nominee Assets, and shall not disclose such information except (a) with the Principal's prior written consent, (b) as required by law, or (c) to the Nominee's professional advisers under obligations of confidentiality.

Nominee acknowledges confidentiality obligations: Acknowledged

5. REPRESENTATIONS AND WARRANTIES

5.1 Principal Representations. The Principal represents and warrants that it has good and valid title to the Nominee Assets (subject to any encumbrances disclosed in Schedule A), full authority to enter into this Form, and that the execution and performance of this Form will not violate any agreement or law binding on the Principal.

5.2 Nominee Representations. The Nominee represents and warrants that it has the legal capacity to accept the appointment, that no conflict prevents it from performing its duties, and that it will comply with applicable laws in carrying out its limited role.

6. INDEMNIFICATION

The Principal shall indemnify, defend and hold harmless the Nominee and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by reason of the Nominee acting in accordance with this Form and the Principal's written instructions, except to the extent resulting from the Nominee's gross negligence or willful misconduct.

Indemnity cap (optional):

7. FEES AND EXPENSES

The Principal shall pay to the Nominee any agreed fees and shall reimburse all reasonable out-of-pocket expenses incurred by the Nominee in connection with acting as nominee pursuant to this Form. Fees shall be payable in accordance with the schedule set by the parties in writing.

8. TERM AND TERMINATION

8.1 Term. This Form shall commence on the date first written above and shall continue until terminated in accordance with this Section 8.

8.2 Termination. Either party may terminate this Form upon days' prior written notice to the other party; termination shall not affect liabilities accrued prior to the effective date of termination.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. MISCELLANEOUS PROVISIONS

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction identified here: without regard to conflict of laws principles.

10.2 Entire Agreement. This Form, including any schedules or exhibits expressly incorporated by reference, 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.

10.3 Severability. If any provision of this Form is held invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Form shall remain in full force and effect and be enforceable to the fullest extent permitted by law.

10.4 Amendments and Waiver. Any amendment or modification of this Form must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought.

10.5 Counterparts. This Form 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 transmitted by electronic means shall be effective as originals.

SCHEDULE A — DESCRIPTION OF NOMINEE ASSETS

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