Legal Put Agreement

LEGAL PUT AGREEMENT

This Legal Put Agreement ("Agreement") is made as of by and between Client Name: with principal place of business at (the "Optionor"), and Counterparty Name: with principal place of business at (the "Optionee"). Optionor and Optionee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Optionor is the legal and beneficial owner of, or has contractual control over, the securities and other assets described as the Underlying Asset below; and

WHEREAS, Optionee desires to acquire from Optionor, and Optionor desires to grant to Optionee, the right to require Optionor to purchase (or to facilitate the purchase of) the Underlying Asset upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the grant hereby made constitutes a put option governed by the terms of this Agreement and subject to the representations, covenants and remedies provided herein.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

"Underlying Asset" means including the class of security, issuer, and any identifying numbers.

"Number of Shares" means shares of the Underlying Asset, subject to adjustments under Section 8.

"Strike Price" means per share payable in accordance with Section 5.

2. GRANT OF PUT

Subject to the terms and conditions of this Agreement, Optionor hereby grants to Optionee the irrevocable right and option, but not the obligation, to require Optionor to purchase, and Optionor hereby agrees to purchase, on the terms set forth herein up to the Number of Shares of the Underlying Asset at the Strike Price per share (the "Put").

3. EXERCISE; NOTICE

The Put may be exercised by Optionee by delivering written notice of exercise to Optionor (an "Exercise Notice") during the Exercise Period. The Exercise Period shall commence on and shall expire on unless earlier terminated pursuant to this Agreement.

An Exercise Notice shall specify the number of shares to be submitted for settlement, the desired settlement date (which shall be no less than and no more than 30 days after delivery of the Exercise Notice), and a confirmation that the shares tendered conform to the definition of Underlying Asset. Exercise shall be effective upon receipt of the Exercise Notice by Optionor in accordance with Section 12 (Notices).

4. SETTLEMENT

Settlement shall be effected as follows (check applicable method):

Physical settlement: Optionor shall accept delivery of the shares and pay the aggregate Strike Price in immediately available funds on the settlement date.

Cash settlement: Optionor shall pay to Optionee an amount equal to the excess, if any, of the Strike Price over the market value of the Underlying Asset as of the valuation time on the settlement date, calculated in good faith by the Parties and subject to any dispute resolution procedure agreed below.

5. PURCHASE PRICE AND PAYMENT

Unless otherwise agreed in writing, payment of the aggregate Strike Price for shares delivered in physical settlement shall be made by wire transfer of immediately available funds to the account designated by Optionor on or before the settlement date. If payment is not timely made, Optionor shall be entitled to exercise all remedies available under this Agreement and at law or in equity, including accepting return of the shares and claiming damages.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as of the Effective Date and as of each Exercise Date that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has the corporate or other power and authority to execute and perform this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (d) the execution and performance of this Agreement do not and will not violate any applicable law, order, agreement or instrument binding upon it.

Optionor further represents that, as of each Exercise Date, the shares to be delivered (if physical settlement is selected) will be free and clear of any liens, claims or encumbrances and that Optionor has full right and authority to transfer good title to such shares.

7. COVENANTS

During the term of this Agreement, each Party shall: (a) comply with all applicable laws in the performance of its obligations hereunder; (b) promptly notify the other Party of any event that would reasonably be expected to materially impair its ability to perform; and (c) execute and deliver such further instruments and do such further acts as may be reasonably required to carry out the provisions and purposes of this Agreement.

8. ADJUSTMENTS

The Number of Shares and Strike Price shall be equitably adjusted for stock splits, reverse splits, consolidations, mergers, reclassifications or similar events affecting the Underlying Asset. Any dispute as to the appropriate adjustment shall be resolved in good faith by the Parties or by an independent accounting firm selected by mutual agreement, the cost of which shall be borne equally by the Parties.

9. TAXES

All taxes, fees and other governmental charges incurred in connection with a transaction under this Agreement shall be borne by the Party required by applicable law to pay such amounts. Each Party shall cooperate in good faith to satisfy any tax withholding obligations and shall provide such documentation as reasonably requested by the other Party.

10. EVENTS OF DEFAULT; REMEDIES

An Event of Default shall include: (a) failure to make payment when due under Section 5; (b) breach of a material representation or warranty; or (c) failure to perform a material covenant hereunder that remains uncured for 30 days after written notice. Upon an Event of Default, the non-defaulting Party shall be entitled to pursue any and all remedies available at law or in equity, including specific performance, damages, and injunctive relief.

11. NOTICES

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

12. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all of its assets or change of control if the assignee assumes all obligations hereunder in writing.

13. 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 and the same instrument. The Parties agree that signatures transmitted by facsimile, portable document format (PDF) or other electronic means shall be valid and binding for all purposes.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

17. ATTORNEYS' FEES

If any action or proceeding is brought to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief granted.

18. DISCLOSURES

19. ADDITIONAL PROVISIONS

The Parties acknowledge that time is of the essence with respect to each obligation under this Agreement. Headings are for convenience only and shall not affect interpretation. Where the context requires, singular shall include plural and vice versa, and references to "including" shall mean "including without limitation."

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