Legal Joint Statement

LEGAL JOINT STATEMENT

This Legal Joint Statement (the Statement) is made effective as of Effective Date: by and between Party A Name: with principal address at , and Party B Name: with principal address at .

Recitals

WHEREAS, the parties seek to set forth jointly and in writing certain agreed facts, statements and understandings concerning the matters described herein for use by the parties and for such third parties as the parties may agree; and

WHEREAS, the parties have cooperated in the preparation of a statement of facts related to the subject matter described in Exhibit A attached hereto and incorporated by reference; and

WHEREAS, each party represents that the individual executing this Statement on its behalf has full authority to bind such party to the terms and representations contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Joint Statement of Agreed Facts

1.1 The parties hereby state, confirm and adopt the following agreed facts. Each fact listed below is deemed true and accurate as of the Effective Date unless otherwise specified:

2. Representations and Warranties

2.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (if applicable); (b) it has the full corporate, partnership or individual authority to enter into and perform this Statement; and (c) the execution, delivery and performance of this Statement will not violate any agreement or obligation by which it is bound.

2.2 Each party further represents that the factual statements it has provided for inclusion in the Statement are true, accurate and complete to the best of its knowledge as of the Effective Date.

3. Use, Reliance and Limitation

3.1 This Statement may be relied upon by the parties and by any third party expressly identified in writing by both parties. Except as expressly provided herein, no party makes any representation or warranty as to the legal conclusions or legal effects of the facts stated in this Statement.

3.2 Unless both parties expressly agree in writing, this Statement does not constitute a release, admission of fault or waiver of any claim or defense held by any party.

4. Confidentiality

4.1 The parties designate the Statement as: Public Confidential

4.2 If designated Confidential, the parties agree that the Statement and all supporting documents shall be held in confidence and shall not be disclosed except (a) with the prior written consent of both parties, (b) as required by law or court order, or (c) to those advisors and representatives of the parties who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5. No Admission of Liability

5.1 The execution and delivery of this Statement is for the purpose of recording agreed facts and is not, and shall not be construed as, an admission of liability, wrongdoing or fault by any party for any purpose other than where a party has expressly admitted a specific matter in writing herein.

6. Indemnification

6.1 Each party shall indemnify and hold the other harmless from and against any losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising from any materially false representation or breach of warranty made by the indemnifying party in this Statement.

7. Notices

7.1 All notices or other communications required or permitted under this Statement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. Amendments; Waiver; Counterparts

8.1 Any amendment or modification of this Statement must be in writing and signed by duly authorized representatives of both parties. No failure or delay by a party in exercising any right under this Statement will operate as a waiver of that right.

8.2 This Statement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same instrument. A facsimile or electronically transmitted signature will be deemed an original for all purposes.

9. Governing Law; Entire Agreement; Severability

9.1 This Statement will be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties, without regard to conflict of law principles.

9.2 This Statement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, understandings and agreements. If any provision of this Statement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

10. Additional Terms

The undersigned representatives certify that they are authorized to execute this Statement on behalf of their respective parties and that the facts and statements made on behalf of each party are true and accurate to the best of their knowledge, subject to any qualifications expressly set forth in this Statement.

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