Legal Statement of Withdrawal

LEGAL STATEMENT OF WITHDRAWAL

This Legal Statement of Withdrawal (the "Statement") is made effective as of Effective Date: , by and between Withdrawer Name: , Entity Type: Individual Corporation LLC Other , Principal Address: ; and Recipient Name: , Entity Type: Individual Corporation LLC Other , Principal Address: .

RECITALS

WHEREAS, Withdrawer and Recipient are parties to certain agreement(s) and/or relation(s) described as: dated (the "Original Arrangement");

WHEREAS, Withdrawer desires to withdraw from the Original Arrangement and to terminate Withdrawer’s further participation or representation therein to the extent specified below; and

WHEREAS, Recipient acknowledges the withdrawal on the terms and conditions set forth in this Statement and agrees to accept the limited consequences of such withdrawal as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. WITHDRAWAL

1.1 Withdrawal. Effective as of the Effective Date specified above, Withdrawer hereby irrevocably withdraws from the Original Arrangement and discontinues any and all duties, services, authority, representation, or participation described in the Original Arrangement to the extent specified in this Statement. The withdrawal shall be effective with respect to third parties once Recipient has provided notice as required by Section 7.

1.2 Scope of Withdrawal. The withdrawal applies to: . Any activities not expressly identified remain subject to the Original Arrangement unless separately modified in writing.

2. EFFECT ON OBLIGATIONS AND RIGHTS

2.1 Survival of Obligations. Withdrawal does not relieve either party of obligations accrued prior to the Effective Date, including payment obligations, confidentiality obligations, and any fiduciary or statutory duties arising under the Original Arrangement or applicable law.

2.2 Transfer of Files and Property. To the extent applicable, Withdrawer shall deliver to Recipient all documents, files, property, records, and other materials in Withdrawer’s possession relating to the Original Arrangement within days following the Effective Date, unless otherwise agreed in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Withdrawer Representations. Withdrawer represents and warrants that: (a) Withdrawer has full power and authority to execute and perform this Statement; (b) the person(s) executing this Statement on behalf of Withdrawer are duly authorized; and (c) the execution of this Statement will not violate any material agreement, law, or order applicable to Withdrawer.

3.2 Recipient Representations. Recipient represents that it has the authority to accept the withdrawal on the terms set forth and that its acceptance does not contravene any agreement or law binding on Recipient.

4. INDEMNIFICATION

4.1 Withdrawer Indemnity. Withdrawer shall indemnify, defend and hold harmless Recipient, its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to acts or omissions of Withdrawer that occurred prior to the Effective Date or in connection with Withdrawer’s performance under the Original Arrangement.

4.2 Survival. The obligations in this Section 4 shall survive termination or expiration of the Original Arrangement and this Statement for a period of years.

5. CONFIDENTIALITY

5.1 Confidential Information. The parties agree that information designated as confidential or that a reasonable person would understand to be confidential remains subject to confidentiality obligations set forth in the Original Arrangement or, if none, as set forth herein.

5.2 Non-Disclosure. Except as required by law or with the prior written consent of the other party, neither party shall disclose Confidential Information obtained in connection with the Original Arrangement.

6. CONSIDERATION

6.1 Consideration. The parties acknowledge that the consideration for this Statement is no additional consideration monetary payment in the amount of (if applicable).

7. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier. Notice shall be effective upon receipt.

8. AMENDMENT; WAIVER

8.1 Amendment. This Statement may be amended only by a written instrument signed by both parties.

8.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. No waiver of a breach shall constitute a waiver of any other breach.

9. GOVERNING LAW; VENUE

This Statement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Any action to enforce this Statement shall be brought in the state or federal courts located within that state.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Statement, together with the Original Arrangement to the extent expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral.

10.2 Severability. If any provision of this Statement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the original intent as closely as possible.

11. COUNTERPARTS

This Statement 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. Execution and delivery by electronic signature or facsimile shall be effective as an original signature.

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