Legal Compliance Certificate

LEGAL COMPLIANCE CERTIFICATE

This Legal Compliance Certificate (the Certificate) is executed as of Effective Date: by and between Company Name: with principal place of business at and Counterparty Name: with principal place of business at .

RECITALS

WHEREAS, the parties are entering into or have entered into a transaction described as: dated (the Transaction); and

WHEREAS, as a condition to the Transaction, the Counterparty requires a certificate from the Company and the Company requires a certificate from the Counterparty certifying compliance with applicable laws, permits and other legal obligations; and

WHEREAS, the parties intend that this Certificate provide the representations, warranties and covenants set forth below to evidence compliance as of the Effective Date.

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. DEFINITIONS

For purposes of this Certificate, the following terms have the meanings set forth below: "Applicable Law" means all federal, state, local and foreign statutes, laws, rules, regulations, ordinances, orders, and binding judicial or administrative interpretations applicable to the certifying party in the performance of its obligations under the Transaction; "Material Adverse Effect" means a material adverse impact on the business, operations, assets, financial condition or ability to perform obligations under the Transaction.

2. CERTIFICATIONS AND REPRESENTATIONS

Each party, as of the Effective Date, hereby certifies and represents to the other party that:

(a) Organization and Power. The certifying party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute, deliver and perform this Certificate and the Transaction.

(b) Compliance with Laws. To the best knowledge of the certifying party after due inquiry, the certifying party is in material compliance with all Applicable Law in all material respects, including those relating to permits, licenses, registrations, environmental matters, export controls, data protection and employment, except where noncompliance would not reasonably be expected to result in a Material Adverse Effect.

(c) Taxes. The certifying party has filed all tax returns required to be filed and has paid all material taxes shown thereon to be due, except where nonpayment would not reasonably be expected to result in a Material Adverse Effect, and there are no unresolved tax audits or assessments that would reasonably be expected to have a Material Adverse Effect.

(d) Litigation; Orders. There is no pending or, to the certifying party's knowledge, threatened action, suit, arbitration, proceeding or order against the certifying party that would reasonably be expected to have a Material Adverse Effect.

3. ANTI-CORRUPTION, SANCTIONS AND TRADE COMPLIANCE

Each certifying party represents that it has implemented and maintains policies and procedures designed to ensure compliance with anti-corruption, anti-bribery, economic sanctions and export control laws applicable to its operations. Neither the certifying party nor, to its knowledge after reasonable inquiry, any of its directors, officers or employees acting on its behalf has engaged in any conduct that would constitute a violation of such laws in connection with the Transaction.

4. PERMITS, LICENSES AND REGULATORY APPROVALS

The certifying party has obtained and maintains all material permits, approvals and licenses required by Applicable Law to conduct its business as presently conducted, and there are no notices of violation, default, suspension or revocation outstanding that would reasonably be expected to result in a Material Adverse Effect.

5. CONTINUING OBLIGATIONS; SURVIVAL

The representations and certifications in this Certificate are accurate as of the Effective Date and shall survive the execution and delivery of the Transaction for a period of unless otherwise agreed in writing. Each certifying party agrees to promptly notify the other party in writing if it becomes aware of any material breach of the certifications contained herein during the survival period.

6. REMEDIES

If a certifying party breaches any representation, warranty or certification contained in this Certificate, the non-breaching party shall be entitled to exercise all remedies available at law or in equity, including specific performance and damages. The rights and remedies provided in this Certificate are cumulative and not exclusive.

7. INDEMNITY

The certifying party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any materially inaccurate representation or breach of a certification in this Certificate.

8. NOTICES

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Certificate shall be effective unless in a writing signed by the party against whom enforcement of the amendment, modification or waiver is sought. No failure or delay by any party in exercising any right shall constitute a waiver of that right.

10. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Certificate, together with any documents 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 and communications, whether written or oral. If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. COUNTERPARTS; EXECUTION

This Certificate may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

13. SUPPORTING DOCUMENTS

ENTITY TYPE

Indicate entity type (check all that apply):

Corporation Limited Liability Company Partnership Individual Other

CERTIFICATION BY AUTHORIZED REPRESENTATIVE

The undersigned certifies that he/she is duly authorized to execute this Certificate on behalf of the certifying party, that the representations and warranties contained herein are true and correct in all material respects as of the Effective Date, and that the certifying party will promptly notify the other party of any material change to the statements set forth in this Certificate.

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