Legal Execution Statement

LEGAL EXECUTION STATEMENT

This Legal Execution Statement (the "Statement") is made and entered into as of Effective Date: by and between Party A: , Entity Type: Corporation LLC Partnership Individual, Address: ; and Party B: , Entity Type: Corporation LLC Partnership Individual, Address: .

RECITALS

WHEREAS, the parties have negotiated and intend to confirm the lawful execution and delivery of certain documents and instruments related to the matters described as: (the "Underlying Transaction");

WHEREAS, the parties desire to record evidence of authority, execution formalities, counterpart delivery, and the effective date of execution for the Underlying Transaction so that third parties and counterparties may rely upon the validity of execution; and

WHEREAS, each party intends through this Statement to certify the authority of its signatory(ies), the completeness of the execution process, and the binding effect of executed counterparts.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. EXECUTION AND DELIVERY

Each party hereby certifies that the attached or related original counterpart(s) of the Underlying Transaction have been duly executed by an authorized representative of such party, that such execution was performed in accordance with all applicable organizational or statutory requirements, and that the signatures appearing on such counterpart(s) are genuine and binding obligations of the executing party.

2. EFFECTIVE DATE; COUNTERPARTS

The parties agree that the Effective Date of the Underlying Transaction for all purposes shall be the date indicated above or, if no date is inserted above, the date upon which the last party executes a counterpart. If different, the Effective Date for this Statement is: .

This Statement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of signatures by electronic means (including facsimile, scanned image, or other electronically transmitted copy) shall be effective for all purposes.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) it has full corporate or other power and authorized officials to execute and deliver the Underlying Transaction and this Statement, (c) execution and delivery of the Underlying Transaction and this Statement have been duly authorized by all requisite corporate or other action, and (d) neither the execution nor the performance will violate any material agreement, instrument, law or decree binding on such party.

4. CERTIFICATION OF AUTHORITY

Each signatory below certifies under penalty of perjury that he or she is authorized to execute this Statement and the Underlying Transaction on behalf of the identified party, that the execution is binding upon the party, and that no restriction exists preventing such execution. The party further agrees to provide, upon reasonable request, such evidence of authority as may be required by third parties.

5. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section. Notice is effective upon actual receipt.

6. GOVERNING LAW; JURISDICTION

This Statement shall be governed by and construed in accordance with the internal laws of the jurisdiction of the governing_law specified below, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any dispute arising out of this Statement.

7. ENTIRE AGREEMENT; SEVERABILITY

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings relating to the execution formalities of the Underlying Transaction. If any provision of this Statement is held invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect.

8. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Statement shall be effective unless it is in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Statement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, and all of which taken together shall constitute one and the same instrument. Signatures transmitted electronically shall be deemed originals for all purposes.

10. MISCELLANEOUS

The headings used in this Statement are for convenience only and shall not affect its interpretation. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested to carry out the purposes and intent of this Statement.

ADDITIONAL INFORMATION

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