Statutory Disclosure Form

STATUTORY DISCLOSURE FORM

This Statutory Disclosure Form (the Agreement) is made and entered into as of , by and between Discloser: Discloser Name: with principal address , and Recipient: Recipient Name: with principal address .

RECITALS

WHEREAS, Discloser possesses certain information, records, facts and material conditions that by statute must be disclosed to a prospective counterparty in connection with the transaction described as (the Transaction); and

WHEREAS, Recipient requires such disclosures to evaluate the Transaction and to satisfy statutory or regulatory obligations; and

WHEREAS, the parties intend that this Form constitute the written statutorily mandated disclosure by Discloser to Recipient of all material facts known to Discloser that must be disclosed prior to the closing or completion of the Transaction.

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

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below. "Material Facts" means any matter or circumstance that would reasonably be expected to affect the decision of a prudent party in consenting to, entering into, or completing the Transaction. "Disclosed" or "Disclosure" means information furnished in writing in this Form or in attachments executed and delivered under the signature of Discloser.

2. DISCLOSURE OBLIGATIONS

Discloser certifies that, except as expressly set forth herein, to the best of Discloser's knowledge after reasonable inquiry, there are no Material Facts that have not been disclosed. Discloser shall disclose all known facts required by statute, including but not limited to those identified in Section 3 below.

3. REQUIRED SPECIFIC DISCLOSURES

Indicate all matters applicable to the subject of this Disclosure by checking the corresponding box and provide a narrative explanation in the space provided below. If none apply, check the box labeled "None of the following."

4. REPRESENTATIONS AND WARRANTIES

Discloser represents and warrants that: (a) the information contained in this Form and any attachments is true, correct and complete to the best of Discloser's knowledge as of the date signed; (b) Discloser has disclosed all Material Facts known to Discloser that are required by statute to be disclosed; and (c) there are no other material facts known to Discloser that would render any statement in this Form materially misleading.

5. CONFIDENTIALITY

Unless otherwise agreed in writing, Recipient acknowledges that certain information provided by Discloser may be confidential. Recipient shall keep confidential any trade secrets or proprietary information designated as confidential by Discloser and shall not disclose such information except as required by law or as necessary to complete the Transaction, provided Recipient uses reasonable measures to preserve confidentiality.

6. REMEDIES AND LIMITATION OF LIABILITY

Recipient's remedies for any breach of this Form shall include all remedies available at law or in equity. Discloser shall not be liable for any consequential, punitive or incidental damages except to the extent such damages arise from willful misrepresentation or intentional concealment of Material Facts by Discloser.

7. NOTICES

All notices, requests, consents and communications required or permitted under this Form shall be in writing and shall be delivered to the addresses set forth in the opening paragraph or to such other address as a party may designate by notice in accordance with this Section. Notices are effective upon personal delivery, courier receipt, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction identified by the following choice of law: without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Form, together with any attachments and schedules executed by the parties, constitutes the entire written disclosure between the parties with respect to the subject matter herein and supersedes all prior oral and written disclosures and understandings relating thereto.

10. SEVERABILITY

If any provision of this Form 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 parties' intent.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of this Form will be effective unless in writing and signed by both parties. No waiver by either party of any breach shall constitute a waiver of any other breach.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form 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 facsimile or electronic image shall be binding and deemed originals for all purposes.

CERTIFICATION

By signing below, Discloser certifies, under penalty of perjury where applicable, that the information provided in this Statutory Disclosure Form and any attachments is true, complete and accurate to the best of Discloser's knowledge as of the date set forth below, and Discloser acknowledges the legal consequences of providing false or misleading disclosures required by statute.

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