Legal Share Confirmation Letter

LEGAL SHARE CONFIRMATION LETTER

This Legal Share Confirmation Letter (this "Letter") is made effective as of by and between Company Name: , a corporation organized under the laws of , with principal address at (the "Company"), and Shareholder Name: , with address at (the "Shareholder").

RECITALS

WHEREAS, the Company has duly authorized and issued certain shares of its capital stock as set forth herein, and the Company maintains a register of shareholders reflecting the issuance and ownership of such shares; and

WHEREAS, the Shareholder claims to be the record and beneficial owner of a specified number of shares of the Company's capital stock, and the parties desire to confirm the Shareholder's holdings, the terms of issuance, and any restrictions affecting transferability; and

WHEREAS, the parties intend by this Letter to set forth the Company's confirmation of issuance, the status of any certificates, applicable legends and restrictions, and the procedures for future transfer or disposition of the confirmed shares.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the Company and the Shareholder hereby agree as follows:

1. CONFIRMATION OF SHARES

The Company hereby confirms that as of the record date of , the Shareholder is the holder of fully paid and non-assessable shares of the Company's (the "Shares"). If physical certificates have been issued, the certificate number(s) are: .

2. ISSUANCE AND CONSIDERATION

The Shares were issued by the Company to the Shareholder on for consideration consisting of . The Company represents that the issuance was duly authorized by all necessary corporate action.

3. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Shareholder that: (a) the Company is duly organized and validly existing under the laws of the jurisdiction set forth above; (b) the Shares are validly issued, fully paid and non-assessable; and (c) the Company has no knowledge of any outstanding claim, lien, encumbrance or legal prohibition that would invalidate the Shareholder's title to the Shares other than any restrictions expressly set forth in this Letter.

The Shareholder represents and warrants to the Company that the Shareholder has full power and authority to accept this Letter and to hold and transfer the Shares in accordance with its terms, and that no other person has a beneficial interest in the Shares except as disclosed in writing to the Company.

4. LEGENDS AND TRANSFER RESTRICTIONS

The Shareholder acknowledges and agrees that the Shares may be subject to legends reflecting restrictions on transfer under applicable securities laws, any shareholder agreement, and the Company's articles or bylaws. The Company shall be entitled to affix such legends to any certificate and to make entries in the register to reflect such restrictions. The Shareholder agrees not to sell, transfer, pledge or otherwise dispose of the Shares except in compliance with applicable law and with any required consent, notice or right of first refusal described below.

Right of First Refusal: If a transfer is proposed, the Shareholder shall provide written notice to the Company specifying the proposed transferee and terms. The Company shall have the right, but not the obligation, to purchase or cause the purchase of the Shares on the same terms as set forth in the notice within the period specified in the Company's governing agreements.

5. REGISTRATION AND TRANSFER AGENT

The Company confirms that the Shares are reflected on its shareholder register maintained by , and the Shareholder is recorded as the registered holder as of the record date specified above. Any questions about registration or issuance of certificates should be directed to the Company's transfer agent at the address below.

6. INDEMNIFICATION

The Shareholder shall indemnify and hold harmless the Company and its officers, directors and agents from and against any loss, liability or expense (including reasonable attorneys' fees) arising from any breach of the Shareholder's representations, warranties or agreements contained in this Letter, or from any unauthorized transfer or disposition of the Shares by the Shareholder.

7. NOTICES

All notices under this Letter shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses provided above or such other address as a party may designate by notice in accordance with this section.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith a substitute provision to effect the original intent of the parties.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement is sought. Waiver of any breach shall not be construed as a waiver of any subsequent breach. This Letter 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 acknowledge that this Letter may be relied upon by the Company and the Shareholder and may be delivered by electronic transmission of an executed signature page.

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