Legal Non-Reporting Issuer Profile

LEGAL NON-REPORTING ISSUER PROFILE

This Legal Non-Reporting Issuer Profile (the "Profile") is executed as of Effective Date: by and between Issuer Name: , a business entity organized as: under the laws of Jurisdiction of Formation: , with Tax ID/EIN: and principal address (collectively, the "Issuer"), and Recipient Name: with principal address (the "Recipient").

RECITALS

WHEREAS, the Issuer desires to provide to the Recipient a profile of its business operations, capitalization, proposed offering and related disclosures solely for the Recipient's use in evaluating transactions involving securities issued by the Issuer; and

WHEREAS, the Issuer represents that it is not currently subject to reporting obligations under the federal securities laws requiring periodic reports and intends to rely on applicable exemptions from registration for any private offering of its securities; and

WHEREAS, the parties wish to record in this Profile certain material facts, certifications and contact information regarding the Issuer and its non-reporting status.

NOW, THEREFORE

In consideration of the mutual covenants and representations contained herein, the parties agree as follows:

1. ISSUER INFORMATION

2. BUSINESS DESCRIPTION

3. SECURITIES AND OFFERING

Type of Security: Total Number or Aggregate Principal Amount Offered: ; Price per Unit or Share: .

4. NON-REPORTING STATUS CERTIFICATION

The Issuer hereby certifies the following (check applicable items and provide required supplemental detail):

Issuer is not and has not within the last 12 months been subject to reporting obligations under the Securities Exchange Act of 1934.

Issuer intends to rely on an exemption from registration for any offering, specifically (describe exemption relied upon):

The Issuer further represents that, to the Issuer's knowledge, there are no facts or circumstances that would require registration under the federal securities laws or that would render the above certifications materially false or misleading as of the date of issuance of any offering materials.

5. REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants to the Recipient that: (a) the Issuer is duly organized, validly existing and in good standing under the laws of its formation jurisdiction and has full corporate or organizational power to own its properties and conduct its business as described herein; (b) the execution and delivery of this Profile and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action; and (c) the information provided in this Profile is true, correct and complete in all material respects as of the date hereof.

6. TRANSFER RESTRICTIONS; LEGENDS

All securities of the Issuer offered or issued in reliance on an exemption from registration shall bear such legends and transfer restrictions as may be required by applicable securities laws, and the Issuer will advise the Recipient of the required legends. Any transfer of such securities shall be subject to compliance with federal and applicable state securities laws and to the Issuer's right of first refusal or other transfer restrictions as set forth in the Issuer's organizational documents or investor agreements.

7. CONFIDENTIALITY

The Recipient acknowledges that certain information provided by the Issuer may be confidential. The Recipient agrees that it will treat non-public information delivered by the Issuer as confidential and use it solely for the purpose of evaluating the Issuer and potential transactions, subject to any contractual confidentiality obligations between the parties.

8. INDEMNIFICATION

The Issuer agrees to indemnify and hold harmless the Recipient and its affiliates, officers, directors and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any material misrepresentation or breach of this Profile by the Issuer, except to the extent such losses result from the Recipient's gross negligence or willful misconduct.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Profile shall be in writing and shall be deemed given upon personal delivery, upon confirmed delivery by nationally recognized overnight courier, or five (5) business days after deposit in the mail, postage prepaid, certified or registered mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice hereunder.

10. AMENDMENTS; WAIVER

This Profile may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Profile will operate as a waiver of that right, and no waiver will be effective unless in writing and signed by the party granting the waiver.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Profile shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Profile constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Profile is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Profile may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means, including via facsimile or electronic image, shall be binding and treated as original signatures.

13. SUPPLEMENTAL ATTACHMENTS

14. CERTIFICATION OF AUTHORITY

The undersigned certifies that the signer is an authorized officer or agent of the Issuer and has the requisite authority to execute this Profile and to make the certifications and representations contained herein on behalf of the Issuer. The Issuer acknowledges that the Recipient may rely upon the statements herein in connection with any evaluation or consummation of transactions.

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