Legal Change Document

LEGAL CHANGE DOCUMENT

This Legal Change Document is made as of by and between Party A: , an entity organized under the laws of , with principal place of business at ; and Party B: , an entity organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, the parties entered into that certain agreement titled dated (the "Original Agreement");

WHEREAS, the parties desire to amend certain provisions of the Original Agreement as set forth below to reflect agreed changes in scope, timing, or consideration;

WHEREAS, the parties acknowledge that except as expressly amended by this Legal Change Document, all terms and conditions of the Original Agreement remain in full force and effect;

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

1. AMENDMENT

As of the Effective Date defined in Section 2, the Original Agreement is amended in the manner and to the extent set forth in Section 3. All references to the "Agreement" in the Original Agreement shall mean the Original Agreement as amended by this Legal Change Document.

2. EFFECTIVE DATE

The amendments set forth in this Legal Change Document shall become effective on (the "Effective Date"), unless otherwise agreed in writing by the parties.

3. DESCRIPTION OF CHANGES

The following provisions of the Original Agreement are amended, deleted, or added as set forth below. Where an existing provision is not expressly amended, it remains unchanged.

4. CONSIDERATION

The parties acknowledge and agree that, unless otherwise set forth in this Legal Change Document, the amendments constitute sufficient and adequate consideration for each party's obligations hereunder. If consideration is payable, the amount and payment terms are: and such payment shall be made in accordance with the Original Agreement except as expressly modified herein.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction set forth above and has the full power and authority to enter into and perform its obligations under this Legal Change Document; (b) the execution and delivery hereof and the performance of its obligations do not and will not violate any law, agreement or instrument binding upon it; and (c) no further corporate, partnership or other organizational action is required to authorize the execution and delivery of this Legal Change Document.

6. CONTINUING EFFECT; NO WAIVER

Except as expressly amended by this Legal Change Document, the Original Agreement remains unmodified and in full force and effect. No failure or delay by either party in exercising any right under this Legal Change Document or the Original Agreement shall operate as a waiver of such right.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Legal Change Document shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party designates by notice in accordance with this Section).

8. GOVERNING LAW

This Legal Change Document shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT

Except as expressly modified by this Legal Change Document, the Original Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties relating thereto.

10. SEVERABILITY

If any provision of this Legal Change Document is held to be invalid or unenforceable, the remainder of this Legal Change Document will continue in full force and effect, and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

11. AMENDMENTS; WAIVER

Any amendment to this Legal Change Document must be in writing and signed by authorized representatives of both parties. No waiver of any breach will be effective unless in writing and signed by the party granting the waiver.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Legal Change Document may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Legal Change Document through their duly authorized representatives as of the dates set forth below.

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