PSA Comparison Document

PSA Comparison Document

This PSA Comparison Document (the Agreement) is prepared for the purpose of identifying and summarizing material differences between two Purchase and Sale Agreements and to provide a written record of agreed comparison points for negotiations and due diligence. Parties and references in this document are set forth below.

Recitals

WHEREAS, Seller Name: and Buyer Name: (each a Party and collectively the Parties) are parties to separate Purchase and Sale Agreements identified below; and

WHEREAS, PSA A Reference: and PSA B Reference: were delivered for review for the transaction described herein; and

WHEREAS, the Parties desire a written comparison of key provisions to facilitate negotiation, confirm material variances, and preserve each Party's understanding for further action as of Comparison Date: .

Scope of Comparison

Comparative Matrix of Key Terms

The Parties shall record the provisions of each PSA in the fields below. Use specific citations, dollar amounts, dates, and clause references where applicable.

Summary of Material Differences

Payment Terms (Comparison and Consolidated)

Consolidated Payment Amount:

Agreed Late Fee:   Maximum Late Fee Cap:

Term and Termination

Commencement Date:   Termination / Expiration Date:

Confidentiality

Each Party acknowledges that in the course of reviewing PSAs and negotiating terms, Confidential Information will be exchanged. Confidential Information means non-public commercial, financial, technical or other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each Party shall (i) maintain Confidential Information in strict confidence, (ii) not disclose it to any third party except as permitted, and (iii) use Confidential Information solely for the purposes of negotiation and evaluation of the PSAs. Exceptions include information that is: already known without restriction, becomes public other than through breach, or is independently developed.

Governing Law and Dispute Resolution

Governing Law: The validity, interpretation and enforcement of this Comparison Document shall be governed by the laws of , without regard to conflict of laws principles.

Dispute Resolution: The Parties agree to meet and confer in good faith to resolve disputes arising from this comparison. The Parties may elect mediation or binding arbitration; indicate election: Mediation Arbitration

Entire Agreement; Reliance

This PSA Comparison Document constitutes the entire written record of the Parties' comparison, summary and agreed points as of the Comparison Date and supersedes all prior written or oral statements with respect to the matters expressly covered herein. This document is not intended to amend the underlying PSAs unless explicitly stated in a duly executed amendment to the relevant PSA.

No Party shall rely upon oral representations inconsistent with this written comparison. Each Party acknowledges responsibility to independently review the underlying PSA documents and to seek legal and financial advice as appropriate.

Authorized Representatives

Certification

The undersigned certify that they are authorized representatives of their respective Parties, that the information entered in this Comparison Document is accurate to the best of their knowledge as of the Comparison Date, and that execution below evidences the Parties' acknowledgment of the summary and positions reflected herein.

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