Business Corporation Renewal Agreement

BUSINESS CORPORATION RENEWAL AGREEMENT

This Business Corporation Renewal Agreement (the "Agreement") is entered into as of by and between Corporation Name:  , a corporation organized under the laws of  , with corporate identification number  (the "Corporation"), and Counterparty Name:  , whose principal address is  (the "Counterparty"). The Corporation and the Counterparty are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Corporation is duly incorporated and in good standing in its jurisdiction of organization and maintains articles of incorporation and bylaws governing its corporate existence and governance;

WHEREAS, the Board of Directors and the holders of the requisite number of shares have considered and approved a renewal and restatement of the Corporation's organizational instruments and certain corporate terms to reflect current capitalization, governance, and business purposes; and

WHEREAS, the Parties desire to set forth their agreement regarding the renewal, amendment and restatement of the Corporation's articles and related corporate actions, and to allocate responsibility for filings, approvals and costs in connection therewith.

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

1.1 "Renewal Effective Date" means the date set forth above as of which the amendments and restatement set forth in this Agreement shall become effective. The Renewal Effective Date is .

1.2 "Articles of Renewal" means the amended and restated articles of incorporation described in Section 2 and, if applicable, attached to this Agreement as an instrument to be filed with the applicable filing office.

2. RENEWAL; AMENDMENT AND RESTATEMENT OF ARTICLES

2.1 Amendment and Restatement. Effective as of the Renewal Effective Date, the Parties agree that the Corporation's articles of incorporation shall be amended and restated in the form of the Articles of Renewal. The Articles of Renewal shall supersede and replace the existing articles in their entirety to the extent of any inconsistency.

2.2 Attachment and Incorporation. The Parties acknowledge and agree that the Articles of Renewal: are attached to this Agreement and incorporated herein.

2.3 Content of Restatement. The Articles of Renewal shall, at a minimum, set forth the Corporation's name, purpose, authorized capital, classes of shares and preferences, number of directors, and any other provisions required by applicable law or as otherwise agreed in writing by the Parties.

3. CORPORATE ACTIONS AND APPROVALS

3.1 Board and Shareholder Approvals. The Parties covenant to cause the Corporation's board of directors and, where required by law or the Corporation's governing documents, the shareholders to take all actions necessary to approve and adopt the Articles of Renewal prior to filing.

3.2 Corporate Resolutions. The Corporation shall prepare and execute all corporate resolutions and instruments necessary to effectuate the renewal and restatement. The name of the officer authorized to approve such documents is and the officer's title is .

4. FILING AND COMPLIANCE

4.1 Filing Responsibility. The Corporation shall be responsible for preparing and filing the Articles of Renewal with the appropriate filing office and for the payment of all government filing fees, unless the Parties otherwise agree in writing.

4.2 Assistance. The Counterparty agrees to cooperate and execute any consents, joinders, or other documents reasonably requested by the Corporation to effect the filings and comply with applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement do not violate any material agreement, judgment, order or law applicable to it.

5.2 Corporation Representations. The Corporation further represents that it is not in violation of any material law, regulation, or order that would prevent the filings contemplated by this Agreement, and that all corporate records provided to the Counterparty are true and complete in all material respects.

6. COVENANTS

6.1 Further Assurances. Each Party shall execute and deliver such further instruments and take such other actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement.

6.2 No Impairment. During the period between the date of this Agreement and the Renewal Effective Date, the Parties shall not take any action that would materially impair the ability to effect the Articles of Renewal or that would render any representation or warranty untrue in any material respect.

7. FEES, COSTS AND TAXES

7.1 Allocation of Fees. Unless otherwise agreed in writing, the Corporation shall pay any governmental filing fees and taxes required to effect the Articles of Renewal. The Parties shall bear their own professional fees and expenses in connection with this Agreement unless otherwise provided.

7.2 Payment Instructions. If the Counterparty is responsible for any agreed fees, such fees shall be paid to:

8. NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may specify by written notice pursuant to this section). Notices shall be effective upon personal delivery, upon confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party or any willful misconduct or gross negligence of the Indemnifying Party in connection with the performance of this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to choice of law principles that would result in the application of the laws of another jurisdiction.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Agreement, together with the Articles of Renewal and any exhibits or schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

11.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a lawful provision that achieves, to the extent possible, the original economic and legal effect intended by the Parties.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. No waiver of any breach shall be deemed a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile or electronic transmission shall be binding as if executed originals were delivered.

13. MISCELLANEOUS

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