Legal Letter of Transmittal

LEGAL LETTER OF TRANSMITTAL

This Legal Letter of Transmittal (this "Letter") is made and entered into as of by and between Sender Name: (the "Sender"), and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, Sender is delivering to Recipient certain documents, instruments and other items described in Section 1 below (collectively, the "Deliverables") in connection with the matters and transactions described herein; and

WHEREAS, Recipient requires a written transmittal from Sender identifying the Deliverables, specifying instructions for acceptance and transfer, and setting forth certain representations, warranties and indemnities as a condition to Recipient's acceptance and processing of the Deliverables; and

WHEREAS, the parties intend by this Letter to set forth the terms and procedures governing the delivery, acknowledgment and transfer or processing of the Deliverables.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DELIVERY OF ITEMS

1.1 Description of Deliverables. Sender delivers to Recipient the Deliverables described below. Sender certifies that the Deliverables are genuine, complete and in the condition described.

1.2 Certificates and Identifiers. Certificate or reference numbers, quantities and other identifying information for the Deliverables (if applicable):

1.3 Delivery Date and Method. The Deliverables are delivered on or about by the following method: Mail Courier Electronic Transmission

2. INSTRUCTIONS TO RECIPIENT / TRANSFER AGENT

2.1 Processing Instructions. Recipient shall examine the Deliverables and, if consistent with the representations and warranties in Section 3, accept and process the Deliverables in accordance with the instructions provided by Sender and the Recipient's usual procedures. Recipient shall provide written acknowledgement of receipt as provided in Section 4.

3. REPRESENTATIONS AND WARRANTIES

3.1 Sender Representations. Sender hereby represents and warrants to Recipient as of the date hereof that: (a) Sender is the lawful owner of, or has full authority to deliver, the Deliverables; (b) the Deliverables are delivered free and clear of any liens, encumbrances, adverse claims or restrictions on transfer except as disclosed in writing to Recipient; (c) the execution, delivery and performance of this Letter by Sender has been duly authorized by all necessary corporate or other action; and (d) this Letter constitutes a valid, binding and enforceable obligation of Sender.

3.2 Recipient Representations. Recipient represents and warrants that it has the corporate or other power and authority necessary to accept the Deliverables and to perform its obligations hereunder under the laws and organizational documents governing Recipient.

4. ACCEPTANCE, ACKNOWLEDGMENT AND PROCESSING

4.1 Acknowledgment. Recipient shall, within business days of receipt of the Deliverables, provide written acknowledgment to Sender stating whether the Deliverables have been accepted for processing and identifying any defects or deficiencies. Acceptance by Recipient shall not constitute a waiver of Recipient's right to later assert claims for breach of Sender's representations and warranties.

5. INDEMNIFICATION

5.1 Indemnity by Sender. Sender agrees to indemnify, defend and hold harmless Recipient and its affiliates, officers, directors, agents and employees from and against any and all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the representations and warranties of Sender in this Letter; (b) any claim that Sender lacked authority to deliver any Deliverable; or (c) any misstatement or omission in the information provided by Sender in connection with the Deliverables.

6. FEES, TAXES AND EXPENSES

6.1 Allocation of Costs. Unless otherwise agreed in writing, Sender shall bear all fees, taxes and expenses incurred in connection with the preparation and delivery of the Deliverables and Recipient's processing thereof, including reasonable legal fees incurred by Recipient in connection with any dispute arising from Sender's breach of its representations and warranties.

7. NOTICES

7.1 Method and Addresses. All notices, requests, demands and communications required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may specify by notice in accordance with this Section). Notices shall be deemed given when received by personal delivery, by reputable overnight courier service, or three business days after deposit in the mail, postage prepaid, certified or registered.

8. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its principles of conflicts of laws.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

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

9.2 Severability. If any provision of this Letter 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.

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

10. COUNTERPARTS

This Letter may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

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