Legal Block Agreement

LEGAL BLOCK AGREEMENT

This Legal Block Agreement (the "Agreement") is made as of Month Day Year , by and between Blocker Party Name: , an entity with entity type: Individual Corporation LLC Other , principal place of business at ; and Holder Party Name: , an entity with entity type: Individual Corporation LLC Other , principal place of business at .

RECITALS

WHEREAS, Blocker holds or controls certain assets or rights described herein and agrees to impose a legal restriction or block on such assets to secure obligations and to protect Holder's interests in accordance with this Agreement; and

WHEREAS, Holder requires that the assets described below be restricted from transfer, assignment, encumbrance or other disposition except as expressly permitted in this Agreement (the "Blocked Assets"); and

WHEREAS, the parties desire to set forth the terms, conditions and enforcement rights related to such block to ensure the preservation of value and remedies available to Holder.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings assigned to them in this Section. "Blocked Assets" means the assets described in Section 2. "Event of Default" has the meaning set forth in Section 7. "Permitted Transfer" means a transfer expressly authorized in writing by Holder under Section 3. Additional defined terms are set forth where used.

2. BLOCKED ASSETS

Blocker hereby identifies and acknowledges that the following assets shall be subject to the block and restrictions imposed by this Agreement:

3. GRANT OF BLOCK; RESTRICTION ON TRANSFERS

Blocker covenants and agrees that, except for Permitted Transfers, Blocker shall not sell, assign, encumber, pledge, transfer, hypothecate, grant any security interest in, or otherwise dispose of any interest in the Blocked Assets during the Term of this Agreement. Any purported transfer in violation of this Section shall be null and void as against Holder and shall constitute an immediate Event of Default.

4. TERM; TERMINATION

The block imposed under this Agreement shall commence on the Effective Date and continue until Termination Date: Month Day Year , unless earlier terminated or extended in accordance with this Agreement. Termination shall not affect Holder's rights to seek remedies for prior breaches.

5. OBLIGATIONS OF BLOCKER

Blocker shall: (a) maintain the Blocked Assets free from any lien, security interest or encumbrance except as permitted herein; (b) promptly notify Holder in writing of any assertion by any third party that might impair the Block; (c) execute and deliver such further instruments and take such actions as Holder reasonably requests to effectuate and perfect the Block; and (d) provide Holder with periodic confirmations of the status of the Block upon request.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement, that the execution and delivery hereof have been duly authorized, and that this Agreement constitutes a valid, binding and enforceable obligation of such party, enforceable in accordance with its terms, subject to bankruptcy and other creditor relief laws and equitable principles.

7. DEFAULT; REMEDIES

An "Event of Default" occurs if Blocker breaches any material obligation under this Agreement, including attempting an unauthorized transfer of the Blocked Assets. Upon an Event of Default, Holder may: (a) seek injunctive or other equitable relief to enforce the Block and prevent disposition of the Blocked Assets; (b) exercise any contractual or legal remedies available at law or in equity; and (c) recover costs and expenses, including reasonable attorneys' fees, incurred in enforcing this Agreement.

8. COVENANTS

Blocker covenants that it will not, without Holder's prior written consent, take any action that would impair the enforceability of this Agreement, will comply with all laws applicable to the Blocked Assets, and will cooperate with Holder in good faith to give effect to the parties' intent.

9. NOTICE OF THIRD-PARTY CLAIMS

If any third party asserts a claim, lien or right adverse to the Blocked Assets, Blocker shall promptly notify Holder in writing and shall not settle or permit the claim to stand without Holder's prior written consent.

10. INDEMNITY

Blocker shall indemnify, defend and hold harmless Holder from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Blocker's breach of this Agreement, negligence or willful misconduct related to the Blocked Assets.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party designates by written notice.

12. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by Holder in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS; DELIVERY

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. Signatures transmitted by facsimile or electronic image shall be effective as originals.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws rules.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that Holder shall be entitled to injunctive relief and other equitable remedies without proving actual damages. The remedies provided herein are cumulative and not exclusive.

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