Legal Delivery Date Extension Agreement

LEGAL DELIVERY DATE EXTENSION AGREEMENT

This Delivery Date Extension Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with principal address ("Party A"), and Party B Name: with principal address ("Party B"). Party A and Party B may be referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Parties entered into a certain agreement titled dated (the "Original Agreement"), which requires delivery of goods or performance by a certain Delivery Date;

WHEREAS, due to circumstances set forth below, the Parties desire to extend the Delivery Date in accordance with the terms and conditions of this Agreement;

WHEREAS, the Parties expressly intend that this Agreement operate as an amendment to the Original Agreement solely to the extent necessary to effectuate the extension described herein.

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

1. DEFINITIONS

For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Original Agreement. In addition, the following definitions apply:

"Original Delivery Date" means the date set forth in the Original Agreement for delivery or performance, which Original Delivery Date is:

"New Delivery Date" means the extended date for delivery or performance established by this Agreement, which New Delivery Date is:

2. EXTENSION OF DELIVERY DATE

2.1 Extension. The Parties hereby agree that the Original Delivery Date is extended and replaced by the New Delivery Date specified above. Except as expressly amended by this Agreement, all obligations and provisions of the Original Agreement relating to delivery shall remain in full force and effect.

2.2 Conditions Precedent. The extension granted herein is conditioned upon the following, each of which must be satisfied on or before the Effective Date:

(a) Any extension fee payment specified in Section 3; and (b) compliance with the delivery schedule and milestones set forth in Exhibit A to the Original Agreement, except as expressly modified by mutual written consent.

3. CONSIDERATION

3.1 Consideration for Extension. In consideration for the extension set forth in Section 2, Party shall pay to Party an extension fee in the amount of $ payable as follows:

3.2 No Further Consideration. Except as expressly set forth herein, no Party will have any obligation to provide additional consideration for the extension.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or legal authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement will not constitute a breach of any agreement, law or obligation to any third party.

5. EFFECT OF AGREEMENT; NO WAIVER

5.1 Effect. Except as expressly modified hereby, the Original Agreement remains unmodified and in full force and effect and is hereby ratified and confirmed. Where a conflict exists between the terms of this Agreement and the Original Agreement, the terms of this Agreement shall govern.

5.2 No Waiver. No failure or delay by any Party in exercising any right under the Original Agreement or this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

6. NOTICES

6.1 Method. All notices, requests, consents, approvals and other communications hereunder shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email with confirmation to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

7. AMENDMENT; COUNTERPARTS; SEVERABILITY

7.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by duly authorized representatives of both Parties.

7.2 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. Signatures transmitted by electronic means shall be valid and binding.

7.3 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

8. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and 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 agreements, understandings, negotiations and discussions, whether oral or written.

10. MISCELLANEOUS

10.1 No Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor by merger or acquisition.

10.2 Further Assurances. Each Party shall execute and deliver such further documents and take such further acts as may be reasonably necessary to effectuate the purposes of this Agreement.

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