Legal Compromise Package

LEGAL COMPROMISE PACKAGE

This Legal Compromise Package (the "Agreement") is made and entered into as of by and between: Party A: with principal address at , and Party B: with principal address at . Each of the foregoing entities is hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, a dispute exists between the Parties concerning certain claims, obligations, or transactions arising out of or relating to the matters identified in Schedule A attached hereto (the "Claims"); and

WHEREAS, the Parties desire to avoid the expense, uncertainty and delay of litigation or other dispute resolution proceedings and wish to fully and finally resolve and compromise all Claims on the terms and conditions set forth in this Agreement; and

WHEREAS, each Party represents that it has the authority to enter into and perform this Agreement and that the signatory executing this Agreement on its behalf is duly authorized to bind such Party.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all claims, counterclaims, demands, causes of action, liabilities, obligations, costs, expenses and damages, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that were or could have been asserted by a Party against the other arising out of the matters described in Schedule A.

2. COMPROMISE AND PAYMENT TERMS

2.1 Subject to the terms of this Agreement, Party shall pay to Party the total settlement amount specified in Schedule A in the manner set forth therein.

2.2 Payment shall be made in lawful currency by check, wire transfer, or other agreed instrument. Late payments shall accrue interest at the rate of from the applicable due date until paid in full.

2.3 If payment is by installments, the Parties agree that default shall permit the non-defaulting Party to declare the entire outstanding balance immediately due and payable and pursue any available remedies.

3. MUTUAL RELEASE

3.1 Upon receipt of the payments required by this Agreement, each Party, on behalf of itself, its predecessors, successors, assigns, agents, representatives and insurers, hereby fully and forever releases and discharges the other Party and its predecessors, successors, assigns, agents, representatives and insurers from any and all Claims, demands, liabilities, actions and causes of action, whether at law or in equity, known or unknown, that arise out of or relate to the matters described in Schedule A.

3.2 Notwithstanding the foregoing, this release does not apply to obligations expressly set forth in this Agreement or to claims arising from a Party's fraud or willful misconduct.

4. CONFIDENTIALITY

4.1 The Parties agree to keep the terms and existence of this Agreement confidential and shall not disclose such information to any third party except as required by law, to their legal counsel, accountants or as necessary to effectuate the terms of this Agreement, provided that such recipients are bound by comparable confidentiality obligations.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full power, authority and capacity to enter into this Agreement; that the execution, delivery and performance hereof have been duly authorized; and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5.2 Each Party acknowledges that it has had the opportunity to seek independent legal counsel and that it enters into this Agreement knowingly and voluntarily.

6. TAXES

6.1 Unless otherwise expressly agreed, each Party shall be responsible for its own tax liabilities arising from the payments and transactions contemplated by this Agreement. To the extent required by applicable law, payor Parties shall withhold taxes from payments and provide payee Parties with appropriate documentation.

7. NOTICES

All notices, requests, demands 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 designate by written notice pursuant to this Section. Notice is effective upon personal delivery, two days after deposit in certified mail, return receipt requested, or on the date of confirmed electronic transmission.

8. SCHEDULE A — COMPROMISE ITEMS

The items of compromise, amounts, and payment schedule are set forth below. If additional space is required, attach an addendum and initial each page.

9. DEFAULT AND REMEDIES

9.1 If a Party materially defaults in the performance of any obligation under this Agreement and fails to cure such default within fifteen (15) days after receipt of written notice from the non-defaulting Party specifying the nature of the default, the non-defaulting Party may pursue any and all remedies available at law or in equity, including specific performance and damages.

9.2 The remedies provided in this Agreement are cumulative and not exclusive of any other remedies available to a Party at law or in equity.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the jurisdiction specified below for any action arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

11.1 This Agreement, including Schedule A and any attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral.

11.2 If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall endeavor to replace the invalid provision with a valid provision that reasonably approximates the original intent.

11.3 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

12. COUNTERPARTS; ATTORNEYS' FEES

12.1 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, electronic image or other electronic means shall be binding.

12.2 In the event of any dispute arising from this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such dispute, unless otherwise prohibited by applicable law.

13. ADDITIONAL ACKNOWLEDGMENTS

Each Party acknowledges and affirms that no promise, representation or inducement not expressly set forth in this Agreement has been made, relied upon, or will be binding on such Party.

SIGNATURES

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