Legal Signed Copy Document

LEGAL SIGNED COPY DOCUMENT

This Legal Signed Copy Document (the "Agreement") is made effective as of Effective Date: by and between Party A Name: , Entity Type: Individual Corporation LLC, Address: and Party B Name: , Entity Type: Individual Corporation LLC, Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into a prior agreement identified as Underlying Agreement Title: , effective as of Underlying Agreement Date: (the "Underlying Agreement");

WHEREAS, the Parties desire to evidence delivery and acceptance of fully executed signature pages of the Underlying Agreement and to confirm the terms, delivery method, and legal effect of such delivered signed copy.

WHEREAS, each Party intends that a signed copy of the Underlying Agreement, whether delivered in original, reproduced, facsimile, or electronic form, shall be binding and enforceable to the same extent as an original manual signature.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Signed Copy" means any copy of the Underlying Agreement that bears the executed signature of one or more Parties, whether in original ink, reproduced facsimile, scanned image, or electronic signature.

2. DELIVERY AND ACKNOWLEDGEMENT

2.1 Delivery Date. The Parties acknowledge that a Signed Copy was delivered on Delivery Date: .

2.2 Method of Delivery. The method by which the Signed Copy was delivered is: Electronic PDF/E-mail Hard Copy / Postal Other.

3. EFFECT AND COUNTERPARTS

3.1 Original and Counterparts. A Signed Copy delivered in any form shall be deemed an original for all purposes. This Agreement and the Underlying 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.

3.2 Electronic Signatures. The Parties agree that electronic signatures that purport to be the signatures of the Parties shall be binding and enforceable and shall constitute original signatures for the purposes of this Agreement and the Underlying Agreement.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the individual signing on behalf of a Party is duly authorized to bind that Party; and (c) the execution, delivery and performance of this Agreement will not violate any applicable law, contractual obligation or order of any court or governmental authority.

5. CONFIDENTIALITY

The Parties agree that any Signed Copy and any non-public information exchanged in connection with the Underlying Agreement shall be treated as Confidential Information in accordance with the confidentiality obligations set forth in the Underlying Agreement. To the extent the Underlying Agreement has no confidentiality provision, the Parties shall not disclose such materials except as required by law or with prior written consent of the disclosing Party.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; SEVERABILITY

8.1 Entire Agreement. This Agreement, together with the Underlying Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

8.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, such provision shall be fully severable and the remainder of this Agreement shall remain in full force and effect.

9. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the amendment or waiver is asserted. The failure of any Party to exercise any right shall not be deemed a waiver of that right.

10. MISCELLANEOUS

10.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

10.2 Construction. The headings in this Agreement are for convenience only and shall not affect its interpretation.

Each Party signing below certifies that the person signing on its behalf is duly authorized to execute this Agreement and that the Signed Copy referenced herein is accurate and intended to be binding.

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