Legal Material Change Statement

LEGAL MATERIAL CHANGE STATEMENT

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

RECITALS

WHEREAS, Reporting Party and Recipient Party are parties to certain agreements, instruments, or arrangements listed on Schedule A attached hereto (collectively, the Agreements), dated on or about , ;

WHEREAS, the Reporting Party has become aware of a material change in circumstances affecting one or more of the Agreements or the subject matter thereof (a Material Change) and has agreed to disclose such Material Change in accordance with the notice, timing, and confidentiality provisions set forth in the Agreements or as required by law; and

WHEREAS, Recipient Party requires written notice of any Material Change that could reasonably be expected to affect Recipient Party's rights, obligations, or evaluation of its relationship with Reporting Party.

NOW, THEREFORE

In consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, "Material Change" means any event, occurrence or fact that (a) results in a material adverse effect on the business, operations, assets, condition (financial or otherwise) or prospects of the Reporting Party, or (b) would reasonably be expected to cause a recipient of this Statement to change its decisions or actions relating to the Agreements. Material Change includes, without limitation, changes in ownership, insolvency events, breaches of material contracts, regulatory enforcement actions, or material contingencies not previously disclosed.

2. STATEMENT OF MATERIAL CHANGE

Reporting Party hereby states that the following constitutes the Material Change to be disclosed:

Financial (e.g., restatement, insolvency)
Ownership or control change
Contractual default or termination
Regulatory, litigation, or enforcement action
Other (specify):

3. REPRESENTATIONS AND WARRANTIES

Reporting Party represents and warrants to Recipient Party that, to the best of Reporting Party's knowledge after due inquiry, the information contained in this Statement is true, complete and correct in all material respects as of the date hereof, and that no information has been omitted that would render the disclosures herein misleading. Reporting Party further warrants that it has the full right, power and authority to make the disclosures contained in this Statement.

Recipient Party acknowledges receipt of this Statement but makes no representation or warranty with respect to the accuracy of the contents other than as expressly set forth in a written agreement between the parties.

4. NOTIFICATION PROCEDURES

Reporting Party shall deliver written notice of any additional developments or supplemental information regarding the Material Change to Recipient Party within business days of discovery. Notices shall be delivered in accordance with the Notices section below.

5. REMEDIES; EFFECT ON AGREEMENTS

The parties acknowledge that the occurrence of a Material Change may, depending on the terms of the Agreements, give rise to contractual remedies including pecuniary damages, termination rights, suspension of performance, or specific performance. Nothing in this Statement modifies or limits the remedies expressly provided in the Agreements, except as the parties may expressly agree in a written amendment executed by authorized representatives.

6. CONFIDENTIALITY

All non-public information set forth in this Statement and any attachments shall be treated as confidential by Recipient Party and shall not be disclosed except (a) with the prior written consent of Reporting Party, (b) to Recipient Party's legal or financial advisors on a confidential basis, or (c) as required by applicable law or valid order of a court or regulatory authority, provided that Recipient Party shall provide prompt written notice to Reporting Party of any compelled disclosure to the extent not prohibited.

7. NOTICES

All notices required or permitted under this Statement shall be in writing and shall be delivered to the following addresses by hand, nationally recognized overnight courier, or certified mail, return receipt requested:

8. AMENDMENT; WAIVER

This Statement may not be amended, modified, or waived except by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right, power or privilege under this Statement shall operate as a waiver thereof.

9. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: , without regard to conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Statement, together with the Agreements referenced herein and any schedules hereto, constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating thereto. If any provision of this Statement is held to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

11. COUNTERPARTS; EXECUTION

This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures.

ATTACHMENTS

Attached as Schedule A: list of Agreements affected (enter titles, dates, and brief descriptions)

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