Liquidation Balance Draft Form

LIQUIDATION BALANCE DRAFT FORM

This Liquidation Balance Draft Form (the "Form") is entered into as of by and between: Client Name: with principal address (the "Client"), and Liquidator Name: with principal address (the "Liquidator"). The Client and the Liquidator are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client is undertaking a liquidation process to realize assets, satisfy liabilities and distribute any residual value in accordance with applicable agreements and governing law; and

WHEREAS, the Liquidator has been appointed or retained to prepare and deliver a draft reflecting the net liquidation balance available for distribution or settlement (the "Liquidation Balance Draft"); and

WHEREAS, the Parties desire to set forth the form, calculation, issuance, acceptance and payment mechanics for the Liquidation Balance Draft.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and 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 Form, the following terms have the meanings set forth below:

"Liquidation Balance" means the Net Balance as calculated in Section 2, representing the amount available for distribution or settlement after realization of assets and payment of liabilities, expenses and reserves.

"Draft" means a written instrument issued by the Liquidator representing payment of the Liquidation Balance to the Client or designated payee, in the amount and subject to the terms set forth in this Form.

2. LIQUIDATION ACCOUNT BALANCE CALCULATION

The Liquidation Balance shall be computed as: Total Realized Assets less Total Approved Liabilities, costs of liquidation, taxes, statutory reserves and any other deductions authorized by the Parties or required by law. The Parties acknowledge that the Liquidator's calculation is a final accounting draft subject to adjustment as set forth in Section 4.

3. DRAFT ISSUANCE

The Liquidator shall prepare a Draft evidencing the Liquidation Balance and shall deliver the Draft to the Client or to the Client's designated payee upon satisfaction of the conditions set forth in this Form. The Draft shall state the amount of the Liquidation Balance, the calculation basis and reference the liquidation file number.

4. PAYMENT AND ADJUSTMENTS

Payment on account of the Draft shall be made in the currency specified in the Draft by wire transfer, check or other instrument as agreed by the Parties. The Liquidator may withhold payment or establish reserves for contingencies or contested claims. If subsequent to issuance of the Draft additional liabilities or legitimate adjustments are identified, the Liquidator shall promptly notify the Client and may issue an adjusting debit or credit reflecting such items.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into this Form and to perform its obligations hereunder; (b) execution and performance will not violate any material agreement or law binding on such Party; and (c) the information provided to the Liquidator for the purpose of preparing the Liquidation Balance is, to the Party's knowledge, true and complete in all material respects.

6. COVENANTS

The Parties covenant to cooperate in good faith with one another, to provide reasonably requested documentation and access for verification of balances, and to promptly notify the other Party of any material development that may affect the Liquidation Balance or the ability to effect payment.

7. NOTICES

All notices, demands or communications required or permitted under this Form shall be in writing and shall be delivered by hand, certified mail (return receipt requested) or overnight courier to the addresses set forth above or to such other address as either Party may designate by notice in accordance with this Section. Notice shall be effective upon receipt.

8. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both Parties. No failure or delay on the part of either Party in exercising any right shall operate as a waiver thereof. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

9. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for purposes of any dispute arising under this Form.

10. ENTIRE AGREEMENT

This Form, together with any schedules and attachments expressly referenced herein, 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.

11. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Form through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to binding arbitration under the rules agreed in writing by the Parties or, absent agreement, under commonly accepted commercial arbitration procedures in the governing law jurisdiction.

13. SCHEDULE OF MATERIALS

Attached or presented data supporting the Liquidation Balance shall be recorded in the schedule below. The Liquidator's calculations shall identify material assumptions and sources.

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