Broker Agreement Addendum

BROKER AGREEMENT ADDENDUM

This Broker Agreement Addendum (the Addendum) is entered into as of by and between ("Client") and ("Broker").

The Client and Broker are parties to that certain Broker Agreement dated (the Original Agreement). This Addendum modifies the Original Agreement as set forth below.

RECITALS

WHEREAS, the Original Agreement sets forth the terms under which Broker will provide brokerage services to Client; and

WHEREAS, the parties desire to amend certain provisions of the Original Agreement to reflect revised compensation, term, and notice arrangements as set forth in this Addendum; and

WHEREAS, capitalized terms used but not defined in this Addendum have the meanings given to them in the Original Agreement.

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

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Original Agreement. For the avoidance of doubt, "Transaction" shall mean any sale, lease, financing or other negotiated business arrangement covered by the Original Agreement and procured, directly or indirectly, by Broker during the Term.

2. AMENDMENT TO ORIGINAL AGREEMENT

Effective as of the Addendum Effective Date, the Original Agreement is amended as follows. To the extent of any conflict between the terms of the Original Agreement and this Addendum, the terms of this Addendum shall control.

3. SCOPE OF BROKER AUTHORITY

Broker shall continue to act as Client's non-exclusive exclusive agent for the Transactions described in the Original Agreement, limited to the geographic scope and business lines specifically set forth below. Broker shall not bind Client to any agreement without Client's prior written consent.

4. COMPENSATION

The compensation provisions of the Original Agreement are hereby amended to read as follows.

Payment shall be due within days after the closing or completion of the Transaction, and shall be made in United States Dollars unless otherwise agreed in writing. Any disputed amounts must be communicated in writing within 15 days of receipt.

5. TERM AND TERMINATION

The term of this Addendum shall commence on the Addendum Effective Date and shall continue in accordance with the Original Agreement, as amended hereby. Either party may terminate this Addendum for cause upon written notice if the other party materially breaches any provision and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

All non-public information exchanged between the parties in connection with the Transactions shall remain confidential and shall not be disclosed except as required by law, regulation, or court order. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Addendum; that execution and delivery of this Addendum has been duly authorized by all necessary corporate or other organizational action; and that this Addendum constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Broker agrees to indemnify, defend and hold harmless Client and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Broker's gross negligence, willful misconduct, or material breach of this Addendum. Client agrees to indemnify Broker to the extent any claim arises from Client's misrepresentation or breach of its obligations.

9. NOTICES

All notices, requests, consents, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given if delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by notice).

10. AMENDMENTS

This Addendum may be amended only by a written instrument executed by duly authorized representatives of both parties. No oral modification shall be binding.

11. WAIVER

Failure by either party to enforce any provision of this Addendum shall not constitute a waiver of that provision or the right to enforce it in the future. Any waiver must be in writing and signed by the waiving party.

12. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction specified in the Original Agreement, without regard to conflicts of law principles. If no governing law is specified in the Original Agreement, the laws of the state selected by mutual agreement of the parties shall apply.

13. ENTIRE AGREEMENT

This Addendum, together with the Original Agreement, 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, between the parties relating to such subject matter.

14. SEVERABILITY

If any provision of this Addendum is held to be invalid, illegal or unenforceable under applicable law, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if such reform is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Addendum 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. A signature delivered by electronic transmission shall be binding for all purposes.

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