Legal Acknowledgement of Repurchase

LEGAL ACKNOWLEDGEMENT OF REPURCHASE

This Legal Acknowledgement of Repurchase (the "Acknowledgement") is made as of by and between Seller Name: , organized as: , principal place of business at: ("Seller"), and Purchaser Name: , organized as: , principal place of business at: ("Purchaser").

RECITALS

WHEREAS, Seller and Purchaser entered into a purchase agreement or transaction pursuant to which Seller sold or transferred certain assets or interests described herein; and

WHEREAS, the parties desire to confirm Seller's obligation, if any, to repurchase the assets or interests described below upon the occurrence of specified events or pursuant to the terms set forth in this Acknowledgement; and

WHEREAS, the parties intend that this Acknowledgement shall constitute a binding and enforceable written statement of the repurchase obligation described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth in this Acknowledgement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1. DEFINITIONS

For the purposes of this Acknowledgement, the following terms shall have the meanings set forth below:

"Repurchase Asset(s)" means the asset(s), equity interests or other property subject to repurchase as described:

"Repurchase Price" means the amount payable by Seller to Purchaser to repurchase the Repurchase Asset(s) as determined in Section 3.

2. ACKNOWLEDGEMENT OF REPURCHASE OBLIGATION

Seller hereby acknowledges and agrees that, upon the occurrence of any Repurchase Event (as defined below), Seller shall be obligated to repurchase the Repurchase Asset(s) from Purchaser on the terms and subject to the conditions set forth in this Acknowledgement. "Repurchase Event" shall include, without limitation, (a) a breach by Seller of a material representation or warranty in the underlying sale agreement that remains uncured following written notice and any applicable cure period, (b) insolvency or the commencement of bankruptcy or similar proceedings by or against Seller, and (c) the mutual written agreement of the parties to effectuate a repurchase in accordance with this Acknowledgement.

3. REPURCHASE PRICE; CALCULATION

Except as otherwise agreed in writing by the parties, the Repurchase Price shall be: (check one)

Fixed amount of $; or

Computed by formula:

If payment of the Repurchase Price is not made when due, interest shall accrue at the rate of per annum from the due date until paid in full, compounded monthly, together with any costs of collection, including reasonable attorneys' fees.

4. PAYMENT TERMS

Repurchase Payment Due Date: . Payment shall be delivered in immediately available funds to Purchaser's account or by other means expressly agreed in writing. Payment shall be accompanied by documentation identifying the Repurchase Asset(s) and referencing this Acknowledgement.

5. CONDITIONS TO REPURCHASE

Unless otherwise waived in writing by Purchaser, Seller's obligation to repurchase is conditioned upon Seller's delivery of: (a) all instruments of transfer necessary to transfer the Repurchase Asset(s) to Purchaser free and clear of all liens and encumbrances, (b) any certificates, assignments or documents reasonably required by Purchaser to effectuate the repurchase, and (c) such other customary closing deliveries as the parties may agree.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform this Acknowledgement; and (c) the execution, delivery and performance of this Acknowledgement has been duly authorized by all necessary corporate or other organizational action and does not violate any applicable law, contract or agreement to which it is a party.

Seller specifically represents that, to the best of its knowledge as of the date hereof, it holds good and marketable title to the Repurchase Asset(s) and that no material adverse lien or claim exists other than those disclosed in writing to Purchaser prior to the Effective Date.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from any breach of the representations, warranties or covenants made by the indemnifying party in this Acknowledgement.

8. REMEDIES

Except as expressly provided in this Acknowledgement, all remedies available at law or in equity shall be cumulative. If Seller fails to repurchase the Repurchase Asset(s) when due, Purchaser may pursue any remedy available at law or in equity, including specific performance, injunctive relief, and recovery of damages and costs of collection.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by written notice):

10. GOVERNING LAW

This Acknowledgement shall be governed by and construed in accordance with the laws of the state of without regard to rules governing choice of law. The parties irrevocably submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under or in connection with this Acknowledgement.

11. ENTIRE AGREEMENT

This Acknowledgement, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings and representations, whether written or oral.

12. SEVERABILITY

If any provision of this Acknowledgement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed or reformed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Acknowledgement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right. This Acknowledgement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. AUTHORITY

Each person signing this Acknowledgement on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Acknowledgement and to bind such party to the obligations contained herein.

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