Legal Joinder Removal

LEGAL JOINDER REMOVAL AGREEMENT

This Legal Joinder Removal Agreement (the Agreement) is entered into as of Day: Month: Year: by and between Releasing Party Name: (Releasing Party), an entity organized as: Individual Corporation LLC Partnership Other , and Remaining Party Name: (Remaining Party), an entity organized as: Individual Corporation LLC Partnership Other (together, the Parties).

RECITALS

WHEREAS, on or about Date of Original Joinder: , the Releasing Party executed or was added to a joinder agreement or similar agreement titled: (the Joinder Agreement), by which the Releasing Party became a party thereto in respect of certain rights and obligations.

WHEREAS, the Parties desire to effectuate the removal of the Releasing Party from the Joinder Agreement and to specify the rights, obligations and liabilities that shall survive or be released in connection with such removal.

WHEREAS, the Parties acknowledge that the consideration for such removal and release has been negotiated and agreed and is reflected in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants 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 not otherwise defined herein shall have the meanings assigned to them in the Joinder Agreement. In addition:

(a) "Removal Effective Date" means Day: Month: Year: , as specified by the Parties herein.

2. REMOVAL AND RELEASE

2.1 Removal. Subject to the terms and conditions of this Agreement, the Parties hereby agree that, effective as of the Removal Effective Date, the Releasing Party shall be removed from the Joinder Agreement and shall cease to be a party to the Joinder Agreement with respect to obligations and liabilities arising on or after the Removal Effective Date.

2.2 Release. The Remaining Party, for itself and its affiliates, successors and assigns, hereby irrevocably releases and discharges the Releasing Party from any and all claims, demands, liabilities, obligations and causes of action, whether known or unknown, arising out of or relating to the Joinder Agreement to the extent such claims relate solely to events, acts or omissions occurring on or after the Removal Effective Date. This release shall not affect liability for breaches occurring prior to the Removal Effective Date.

3. ASSUMPTION OF OBLIGATIONS

3.1 Assumption. The Remaining Party expressly assumes, on and after the Removal Effective Date, all obligations under the Joinder Agreement that relate to the rights, property or duties previously associated with the Releasing Party and agrees to perform, and be solely responsible for, such obligations.

3.2 Consideration. In consideration for the releases and covenants contained herein, the Remaining Party shall provide consideration described as:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party as of the date hereof that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) it has full power and authority to execute, deliver and perform this Agreement; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action; and (iv) this Agreement constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms.

The Releasing Party further represents that, to the best of its knowledge, there are no pending claims or proceedings that would prevent the removal contemplated by this Agreement, except as disclosed here:

5. INDEMNIFICATION

5.1 Indemnity by Remaining Party. The Remaining Party shall indemnify, defend and hold harmless the Releasing Party and its affiliates, officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to claims that arise after the Removal Effective Date and that relate to the subject matter of the Joinder Agreement, to the extent such claims arise from acts or omissions of the Remaining Party or its agents after the Removal Effective Date.

5.2 Survival. The obligations of the Parties under this Section 5 shall survive the termination of this Agreement.

6. NO ADMISSION; FURTHER ASSURANCES

The Parties acknowledge and agree that nothing in this Agreement shall be construed as an admission of liability, wrongdoing or breach by any Party. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the respective addresses set forth below (or at such other address as a Party may designate by notice in accordance with this Section).

8. GOVERNING LAW; VENUE

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

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. This Agreement may be amended only by a written instrument signed by both Parties.

10. WAIVER; COUNTERPARTS

No failure or delay by any Party in exercising any right under this Agreement will operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one instrument. Signatures provided by electronic means shall be deemed original signatures for all purposes.

11. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties agree to cooperate and execute any additional documents necessary to implement the terms and intent of this Agreement.

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