Legal Notice of Fulfillment

LEGAL NOTICE OF FULFILLMENT

This Legal Notice of Fulfillment (the Notice) is made as of by and between Notice Issuer: , with principal address at , and Notice Recipient: , with principal address at .

RECITALS

WHEREAS, the parties entered into an agreement titled dated (the Agreement), which sets forth certain obligations and conditions; and

WHEREAS, pursuant to the Agreement certain obligations, performances, or payments described below were to be completed by one or both parties; and

WHEREAS, the Issuer hereby notifies the Recipient of the completion and satisfaction of the specified obligations in accordance with the terms of the Agreement.

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

1. NOTICE OF FULFILLMENT

1.1 Declaration. The Issuer hereby declares and certifies that, as of , the obligations described in Section 1.2 below under the Agreement have been fully performed, satisfied, and discharged in all material respects (Fulfillment).

1.3 Scope. This Notice pertains only to those obligations expressly described herein and does not, except as expressly stated, constitute a waiver of rights pertaining to other obligations under the Agreement not identified in Section 1.2.

2. EFFECT OF FULFILLMENT

2.1 Release of Obligations. Upon the Effective Date of this Notice, the obligations expressly described in Section 1.2 shall be deemed satisfied and discharged, and no further performance is required by the performing party with respect to those specific obligations, subject to the reservation of rights set forth in Section 4.

2.2 Lien and Claim Releases. To the extent applicable and subject to receipt of any required releases or documentation, the Issuer shall provide such commercially reasonable evidence as may be necessary to effectuate the release of liens, security interests, or claims arising solely from the fulfilled obligations.

3. CERTIFICATION; REPRESENTATIONS

3.1 Certification. The Issuer certifies under penalty of perjury under applicable law that the statements made in this Notice are true, accurate, and complete to the best of its knowledge and that the Fulfillment described in Section 1.2 occurred on the date set forth in Section 1.1.

3.2 Authority. Each party represents and warrants that it has the full right, power, and authority to execute and deliver this Notice and to perform its obligations hereunder.

4. RESERVATION OF RIGHTS

4.1 Reservation. Except as expressly provided in this Notice with respect to the specific obligations set forth in Section 1.2, the Recipient expressly reserves all rights, claims, causes of action, remedies, and defenses available under the Agreement or at law or in equity with respect to any other obligations, including rights arising from latent defects, fraud, or previously undisclosed breaches.

5. REMEDIES FOR SUBSEQUENT DISCOVERY

5.1 Discovery of Noncompliance. If, after issuance of this Notice, material noncompliance or breach with regard to the entries in Section 1.2 is discovered, the Recipient may pursue any and all available contractual and legal remedies, provided that the Recipient shall provide written notice to the Issuer describing the alleged noncompliance with reasonable specificity.

6. NOTICES

6.1 Notice Addresses. All notices under this Notice shall be in writing and delivered to the addresses below (or such other address as a party designates by written notice). Notices shall be deemed given upon personal delivery, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

7. AMENDMENT; WAIVER

7.1 Amendment. This Notice may be amended only by a written instrument executed by authorized representatives of both parties.

7.2 Waiver. No failure or delay by either party in exercising any right under this Notice shall operate as a waiver of such right, and no single or partial exercise of a right shall preclude any other or further exercise of that right or the exercise of any other right.

8. GOVERNING LAW; VENUE

8.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

8.2 Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the governing law state’s principal judicial offices are located for the resolution of any dispute arising out of or relating to this Notice.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Notice constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

9.2 Severability. If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10. COUNTERPARTS

This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective to bind the signing party.

ADDITIONAL PROVISIONS

The parties acknowledge that the statements and representations contained herein are intended to create binding obligations and that reliance on this Notice by the Recipient is reasonable and foreseeable.

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