Legal Joint Instructions

LEGAL JOINT INSTRUCTIONS

This Legal Joint Instructions (the "Instructions") is made as of by and between First Party Name: and Second Party Name: (each a "Party" and collectively, the "Parties"), addressed to Agent Name: for delivery and implementation according to the terms set forth below.

RECITALS

WHEREAS, the Parties hold certain funds, instruments, or documents described herein and desire to provide joint instructions to the Agent for the disposition, transfer or release of such funds, instruments or documents; and

WHEREAS, the Parties intend that all instructions issued hereunder be binding upon each Party and that the Agent act only in accordance with joint direction of the Parties, subject to the terms and conditions set forth in these Instructions; and

WHEREAS, the Parties desire to set forth their mutual representations, authorizations and procedures for issuance, acceptance and reliance on joint instructions delivered to the Agent.

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 the purposes of these Instructions, the following terms shall have the meanings set forth below: "Agent" means the named agent receiving these Instructions; "Funds" means any monetary amounts held by the Agent on behalf of the Parties; "Instruments" means promissory notes, checks, certificates or other negotiable instruments held by the Agent.

2. JOINT INSTRUCTIONS

The Parties hereby jointly instruct the Agent to undertake the following action(s):

3. AUTHORITY; JOINT ACTION REQUIRED

Each Party represents and warrants to the Agent and to the other Party that such Party has full power and authority to enter into these Instructions and to give the joint instructions set forth herein. The Agent shall act only upon receipt of instructions signed or otherwise authorized by both Parties, except as otherwise provided in Section 6 (Indemnification). If the Agent receives conflicting directions purportedly from the Parties, the Agent may refrain from acting until both Parties provide joint written clarification.

4. DELIVERY AND ACCEPTANCE

Instructions shall be delivered in accordance with the notices provision below. The Agent's acceptance of these Instructions shall be evidenced by the Agent's act in reliance thereon. The Agent may rely conclusively upon any document or instruction believed by the Agent in good faith to be genuine and signed or authorized by the Parties.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party and to the Agent that: (a) such Party is duly organized (if an entity) and in good standing and has authority to execute and deliver these Instructions; (b) the execution and performance of these Instructions will not violate any applicable law or agreement to which such Party is subject; and (c) no bankruptcy or insolvency proceeding is pending against such Party that would impair its ability to perform its obligations hereunder.

6. INDEMNIFICATION

Each Party shall jointly and severally indemnify and hold harmless the Agent from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by the Agent as a result of acting in good faith upon the joint instructions provided by the Parties, except to the extent such claims arise from the Agent's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

Except as provided in Section 6, the Agent shall not be liable for any consequential, incidental, special or punitive damages arising out of or in connection with its performance under these Instructions, and the Agent's liability for any direct damages shall be limited to the amounts actually disbursed or the value of the instruments wrongfully withheld.

8. NOTICES

Any notice or communication required or permitted under these Instructions shall be in writing and shall be delivered personally, by certified mail (return receipt requested), overnight courier, or by facsimile or electronic mail with confirmation of receipt to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER

These Instructions may be amended, supplemented or otherwise modified only by a written instrument executed by both Parties and delivered to the Agent. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof unless set forth in a signed writing.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

These Instructions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic transmission (including facsimile or scanned PDF) shall be treated as original signatures for all purposes and shall be binding on the signatories.

11. GOVERNING LAW

These Instructions shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules.

12. ENTIRE AGREEMENT

These Instructions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior oral or written agreements, understandings or arrangements between the Parties relating to the subject matter of these Instructions.

13. SEVERABILITY

If any provision of these Instructions is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the Parties' intent.

14. ADDITIONAL PROVISIONS

The Parties acknowledge that they have read and understand these Instructions and that they execute these Instructions voluntarily and with full knowledge of their legal effect.

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