Legal Share Confirmation Form

LEGAL SHARE CONFIRMATION FORM

This Legal Share Confirmation Form (the "Confirmation") is entered into as of Effective Date: by and between Company Name: , a corporation organized under the laws of , with principal address (the "Company"), and Holder Name: , an entity/individual with address (the "Holder").

RECITALS

WHEREAS, the Company has authorized and issued to the Holder, and the Holder has accepted, shares of (the "Shares"), evidenced by certificate(s) bearing numbers listed below;

WHEREAS, the issuance of the Shares was made pursuant to corporate action duly taken and in reliance upon representations, warranties and agreements provided by the Holder;

WHEREAS, the parties desire to confirm the issuance, the record ownership, any applicable restrictions, and the obligations of the parties with respect to such Shares as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

1. CONFIRMATION OF ISSUANCE

1.1 Confirmation. The Company hereby confirms that as of the Effective Date the Company has issued and registered in the name of the Holder the number of Shares described above. The Shares are fully paid and non-assessable except as specifically set forth in any governing organizational documents of the Company.

1.2 Certificate Information. Certificate number(s) and any relevant book-entry reference:

2. REPRESENTATIONS AND WARRANTIES

2.1 Holder Representations. The Holder represents and warrants to the Company as of the Effective Date that:

1. The Holder has full power and authority to execute and deliver this Confirmation and to perform its obligations hereunder and this Confirmation is a legal, valid and binding obligation of the Holder enforceable in accordance with its terms.
2. The Holder is the record and beneficial owner of the Shares and, except as disclosed in writing to the Company, holds good and marketable title free of any lien, charge, encumbrance or adverse claim.
3. The acquisition of the Shares by the Holder did not involve any violation of applicable securities laws, and the Holder has complied with any transfer restrictions applicable to the Shares.

2.2 Company Representations. The Company represents and warrants to the Holder that:

1. The Company is duly organized and validly existing under the laws of the state of its incorporation and has the corporate power to issue the Shares.
2. The issuance of the Shares was duly authorized by all necessary corporate action, and upon issuance the Shares were and are validly issued, fully paid and non-assessable.
3. To the Company's knowledge, there are no outstanding securities or rights that would materially affect the Holder's ownership of the Shares except as set forth in the Company's organizational documents or disclosed to the Holder in writing.

3. RESTRICTIONS; LEGENDS

3.1 Restriction Acknowledgement. The Holder acknowledges that the Shares may be subject to transfer restrictions under the Company's organizational documents and under applicable securities laws. The Holder agrees not to transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares except in compliance with such restrictions.

3.2 Legends. If required by applicable law or the Company’s organizational documents, the Company shall place an appropriate legend on any certificate or notation in its books reflecting the restrictions on transfer. If a legend is to be placed, provide legend language here:

3.3 Disclosure of Liens. The Holder discloses the following existing liens, encumbrances or adverse claims, if any:

4. CONDITIONS TO CONFIRMATION

The obligations of the Company to confirm issuance and of the Holder to accept the Shares are subject to the accuracy of the representations and warranties set forth herein. The Company may require reasonable documentary evidence (including corporate resolutions, transfer documents, and payment receipts) prior to making a notation on its stock ledger or issuing certificates.

5. INDEMNIFICATION

The Holder agrees to indemnify, defend and hold harmless the Company and its officers, directors and agents from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) incurred by reason of any breach of the Holder's representations, warranties or covenants contained in this Confirmation or by reason of any transfer made in violation of applicable law or the Company's organizational documents.

6. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the parties at their respective addresses set forth below (or at such other address as a party may designate by written notice). Notices shall be deemed given upon receipt.

7. GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

8. AMENDMENTS; WAIVER

Any amendment to this Confirmation must be in writing and executed by both parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

9. ENTIRE AGREEMENT

This Confirmation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the issuance and ownership of the Shares.

10. SEVERABILITY

If any term or provision of this Confirmation is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

11. COUNTERPARTS

This Confirmation 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 deemed original signatures.

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