Legal Full Material Change Statement

LEGAL FULL MATERIAL CHANGE STATEMENT

This Legal Full Material Change Statement (the "Statement") is made and entered into as of by and between Reporting Party: (the "Reporting Party") and Recipient: (the "Recipient").

RECITALS

WHEREAS, the Reporting Party and the Recipient are parties to certain agreements and arrangements described as: (the "Agreement"); and

WHEREAS, the Agreement imposes duties upon the Reporting Party to disclose material changes in circumstances that may affect the rights, obligations, performance, or representations set forth therein; and

WHEREAS, the Reporting Party desires to provide a full, complete and continuing statement of all material changes since the last disclosure made under the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Statement, "Material Change" means any event, circumstance, change in fact, condition or development that, individually or in the aggregate, would reasonably be expected to (a) cause a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Reporting Party; (b) cause any representation or warranty previously made by the Reporting Party under the Agreement to be untrue or misleading in any material respect; or (c) materially impair the Reporting Party's ability to perform its obligations under the Agreement.

2. STATEMENT OF MATERIAL CHANGES

The Reporting Party hereby certifies and discloses the following full description of all Material Changes that have occurred since the last disclosure or since the Effective Date of the Agreement:

Financial condition or results
Operations or business model
Regulatory compliance or licenses
Management or key personnel
Material contracts or counterparties

3. REPRESENTATIONS AND WARRANTIES

The Reporting Party represents and warrants to the Recipient that, to the best of its knowledge after due inquiry: (a) the Statement and any attachments constitute a full, true and accurate disclosure of all Material Changes known to the Reporting Party as of the date hereof; (b) the disclosure does not omit any fact or circumstance necessary to make the statements contained herein not misleading in any material respect; and (c) the person executing this Statement on behalf of the Reporting Party is duly authorized to do so.

The Recipient may rely upon the representations and warranties set forth in this Statement in exercising any rights or remedies available under the Agreement or applicable law.

4. CONTINUING OBLIGATION

The Reporting Party covenants to promptly notify the Recipient of any further Material Change that occurs after the date of this Statement and prior to the termination or expiration of the Agreement. Such notice shall be given in accordance with the Notices provision below and shall identify with particularity the nature and effective date of the subsequent Material Change.

5. REMEDIES; RELIANCE

Upon a determination by the Recipient that a disclosed or undisclosed Material Change constitutes a breach of the Agreement or of the representations in this Statement, the Recipient shall be entitled to pursue any remedy available under the Agreement or applicable law, including injunctive relief, specific performance, damages, suspension of performance, or termination of the Agreement. Nothing in this Statement shall limit any remedy expressly provided in the Agreement, nor shall any waiver be implied by the Recipient's acceptance of earlier disclosures.

6. CONFIDENTIALITY

All disclosures and supporting documentation provided under this Statement shall be subject to the confidentiality provisions of the Agreement. If the Agreement contains no confidentiality provisions, the parties agree that Recipient shall maintain the confidentiality of disclosed information and shall not disclose such information except to its legal, financial or other professional advisors who need to know and who are bound by confidentiality obligations no less protective than those set forth in the Agreement.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Statement shall be made in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may designate by notice to the other).

8. AMENDMENTS; WAIVER; COUNTERPARTS

This Statement may not be amended or modified except by a written instrument signed by both parties. No waiver of any provision of this Statement shall be effective unless in writing and signed by the waiving party. This Statement 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. Signatures delivered by electronic means or as scanned images shall be binding.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

If any provision of this Statement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Statement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

10. CERTIFICATION

The undersigned, being duly authorized representatives of the Reporting Party, certify under penalty of perjury that the information set forth in this Statement is true, correct and complete to the best of their knowledge and belief as of the date below.

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