Legal Contingency Waiver

LEGAL CONTINGENCY WAIVER

This Legal Contingency Waiver (the "Waiver") is made effective as of by and between Party A: , a organized under the laws of , with principal place of business at ; and Party B: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, a legal matter, claim, contingency or potential claim described as (the "Contingency") exists between the parties or affects the subject matter of the parties' transactions; and

WHEREAS, the parties desire to document the waiver, release and allocation of risk with respect to the Contingency and any related rights to condition, cancel, withhold performance or assert claims as set forth in this Waiver; and

WHEREAS, 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 to the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Waiver, the following terms shall have the meanings set forth below: "Contingency" means any existing or asserted claim, potential cause of action, governmental or regulatory requirement, financing condition, title or lien defect, or other legal or factual condition that might give rise to a right to rescind, terminate, withhold performance, seek injunctive relief or pursue damages related to the matters described in the Recitals.

2. SCOPE OF WAIVER

Party A and Party B each hereby irrevocably and unconditionally waive, release and forever relinquish any and all rights, whether known or unknown, contingent or accrued, to assert or rely upon the following categories of contingencies with respect to the Contingency (select applicable items):

Waiver of litigation claims Waiver of regulatory/approval conditions Waiver of financing-related contingencies

Waiver of title, lien or encumbrance objections Waiver of other contingencies described below

The foregoing waiver includes any right to condition closing, to refuse to perform or to exercise any termination right arising from the Contingency. The waiver is intended to be broad and includes waivers of rights to seek injunctive relief, rescission, termination, offset, withholding of funds, or other equitable remedies to the fullest extent permitted by law.

3. CONSIDERATION

In consideration of the promises and covenants set forth in this Waiver, Party B shall pay or provide to Party A the sum or consideration described as:

The parties acknowledge that such consideration is fair, sufficient and constitutes valid consideration to support the waivers and releases contained herein.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to execute and deliver this Waiver and to perform its obligations hereunder; (b) the individual signing on its behalf is authorized to bind such party; and (c) the execution and performance of this Waiver will not violate any contractual obligation or law to which such party is subject.

Each party further acknowledges that it has had the opportunity to seek independent legal advice and has either consulted counsel or knowingly elected not to do so.

Party A consulted counsel Party B consulted counsel

5. RELEASE AND COVENANT NOT TO SUE

To the maximum extent permitted by law, each party, on behalf of itself and its affiliates, successors and assigns, hereby releases and forever discharges the other party from any and all claims, demands, causes of action and liabilities (whether known or unknown, asserted or unasserted) arising out of or related to the Contingency to the extent waived above. Each party covenants and agrees not to commence, prosecute, or maintain any legal action, proceeding or claim against the other party asserting rights that are waived by this Waiver.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any breach of the representations, warranties, covenants or obligations contained in this Waiver or from any claim asserted in violation of the covenant not to sue.

7. EFFECT ON OTHER RIGHTS

Except as expressly modified by this Waiver, all rights, obligations and remedies of the parties under any other agreement or at law or in equity shall remain in full force and effect. This Waiver is intended to be limited to the contingencies specified herein and shall not be construed to waive rights unrelated to the Contingency except as expressly set forth.

8. NOTICES

All notices, requests and other communications required or permitted under this Waiver shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight courier:

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Waiver shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Waiver shall operate as a waiver of such right.

10. GOVERNING LAW; VENUE

This Waiver shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Waiver.

11. ENTIRE AGREEMENT

This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Waiver 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.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Waiver 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 facsimile, scanned or electronic signature shall be deemed an original signature for all purposes.

14. AUTHORITY

Each person executing this Waiver on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Waiver and to bind such party to its terms.

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