Legal Deed of Restraint

LEGAL DEED OF RESTRAINT

This Deed of Restraint is made this day of , by and between Grantor Name: of (\"Grantor\") and Grantee Name: of (\"Grantee\").

RECITALS

WHEREAS, Grantor is the legal and beneficial owner of the asset(s) or interest described as:

WHEREAS, Grantee requires an express restraint to protect its legitimate commercial and proprietary interests in relation to the subject described above, and Grantor has agreed to grant such restraint in consideration of the mutual covenants set forth below.

WHEREAS, the parties intend that this instrument operate as a deed restricting the Grantor's ability to deal with the subject and to provide Grantee with enforceable equitable and legal relief in the event of breach.

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

1. DEFINITIONS

In this Deed, unless the context otherwise requires: "Subject" means the asset(s), interest or rights described in the subject_description field above; "Restraint Period" means the period specified in section 3; "Permitted Transaction" means any transfer or dealing expressly permitted in section 4.

2. RESTRAINT COVENANT

2.1 Grantor covenants with Grantee that, except as expressly permitted by this Deed, during the Restraint Period Grantor shall not, whether directly or indirectly, by assignment, sale, transfer, charge, mortgage, lease, creation of security interest, encumbrance, surrender, or otherwise, dispose of, grant any interest in, encumber or permit any dealing with the Subject that would be inconsistent with the rights reserved to Grantee under this Deed.

2.2 The restraint shall extend to acts done by the Grantor's officers, directors, agents, employees and to acts done by third parties at the Grantor's direction or with the Grantor's consent.

3. DURATION

3.1 The Restraint Period shall commence on the date first written above and shall continue for a period of from that date, unless earlier terminated in accordance with this Deed.

4. PERMITTED TRANSACTIONS AND EXCEPTIONS

4.1 Notwithstanding the restraint in section 2, Grantor may undertake a Permitted Transaction limited to the following (select applicable and describe if needed):

Sale with prior written consent of Grantee

Grant of security to an approved lender (subject to notice)

If other exceptions apply, describe:

5. CONSIDERATION

5.1 In consideration of the obligations undertaken by Grantor under this Deed, Grantee shall pay or has paid to Grantor or otherwise provide consideration in the sum of or other consideration described as:

6. ENFORCEMENT AND REMEDIES

6.1 The parties agree that a breach or threatened breach of this Deed would cause Grantee irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Grantee shall be entitled to seek injunctive relief, specific performance, and any other equitable relief in addition to damages.

6.2 The prevailing party in any action to enforce this Deed shall be entitled to recover costs and expenses, including reasonable attorneys' fees, incurred in enforcing its rights.

7. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that: (a) Grantor has full right, power and authority to enter into and perform this Deed; (b) the execution, delivery and performance of this Deed will not violate any agreement, law or judgment binding on Grantor; and (c) there are no existing encumbrances on the Subject except those disclosed to Grantee in writing prior to the date hereof.

8. ASSIGNMENT; BINDING EFFECT

8.1 This Deed shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Deed without the prior written consent of the other, except that Grantee may assign its rights to an affiliate or successor in interest without Grantor's consent upon notice.

9. NOTICES

9.1 Any notice or communication required or permitted under this Deed must be in writing and delivered to the addresses shown below or to such other address as the party may notify in writing. Notice shall be effective upon receipt.

10. AMENDMENT; WAIVER

10.1 No amendment, modification or waiver of any provision of this Deed shall be effective unless made in writing and signed by the parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

11. GOVERNING LAW

11.1 This Deed shall be governed by and construed in accordance with the laws of the jurisdiction specified as: and the parties submit to the exclusive jurisdiction of that jurisdiction's courts for resolution of disputes.

12. ENTIRE AGREEMENT

12.1 This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to that subject matter.

13. SEVERABILITY

13.1 If any provision of this Deed is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, or if not capable of such reformation, shall be severed, and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS AND DELIVERY

14.1 This Deed 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. Delivery of an executed counterpart by electronic transmission shall be effective delivery of the original.

15. EXECUTION AS A DEED

15.1 This instrument is executed as a deed and is delivered and takes effect on the date first written above.

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