Legal Supplementary Statement

LEGAL SUPPLEMENTARY STATEMENT

This Legal Supplementary Statement (the "Statement") is made as of Effective Date: by and between Party A: with principal address: and Party B: with principal address: (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Parties entered into an underlying agreement entitled dated (the "Agreement");

WHEREAS, the Parties desire to supplement and clarify certain facts and statements relating to the Agreement as set forth in this Statement; and

WHEREAS, the Parties intend that this Statement be incorporated into the Agreement to the extent expressly provided herein and to provide a contemporaneous written record of certain disclosures, representations, and clarifications.

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

1. Definitions

In this Statement, unless the context otherwise requires, capitalized terms used and not otherwise defined have the meanings given to them in the Agreement. For purposes of this Statement:

"Supplementary Statements" means the factual statements, disclosures, schedules and attachments set forth in Section 2 and the Exhibits to this Statement.

2. Supplementary Statements

The Parties hereby record the following supplementary factual statements and clarifications for incorporation into the Agreement. Each Party represents that the statements made by such Party in the fields below are true and complete to the best of its knowledge as of the Effective Date:

3. Attachments and Exhibits

The following Exhibits and attachments are incorporated into and made a part of this Statement:

4. Representations and Warranties

Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into and perform this Statement; (b) the execution and delivery of this Statement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or organizational action; and (c) this Statement when executed and delivered will constitute a valid and binding obligation enforceable against such Party in accordance with its terms.

Each Party further represents that the Supplementary Statements provided in Section 2 are true, accurate and complete in all material respects as of the Effective Date, and that no material fact necessary to make such statements not misleading has been omitted.

5. Confidentiality of Supplementary Statements

All Supplementary Statements, Exhibits and attachments delivered by or on behalf of a Party under this Statement shall be deemed Confidential Information of the disclosing Party. The receiving Party shall not disclose such Confidential Information except as expressly permitted in the Agreement or as required by applicable law, provided that the receiving Party provides prior written notice to the disclosing Party and takes commercially reasonable steps to limit the scope of disclosure.

6. Use and Reliance

The Parties acknowledge and agree that the Supplementary Statements are provided for the limited purposes described herein and may be relied upon only for those purposes. Except as expressly set forth in the Agreement or this Statement, no Party makes any other representation or warranty, express or implied, with respect to the matters set forth in the Supplementary Statements.

7. Notices

All notices and communications required or permitted hereunder shall be given in accordance with the notice provisions of the Agreement. For convenience, the Parties' current notice addresses are:

8. Amendments; Waiver

This Statement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Statement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

9. Governing Law

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: without regard to conflicts of law principles.

10. Entire Agreement

This Statement, together with the Agreement and the Exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter to the extent inconsistent with this Statement.

11. Severability

If any provision of this Statement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the Parties.

12. Counterparts; Electronic Execution

This Statement may be executed in two or more 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 for all purposes.

13. Certification

Each Party certifies that the person executing this Statement on its behalf is duly authorized to do so and that the statements and information provided in this Statement are true and complete to the best of such Party's knowledge as of the Effective Date.

Sign Now