Legal Legend Removal Packet

LEGAL LEGEND REMOVAL PACKET

This Legal Legend Removal Agreement (the Agreement) is made and entered into as of by and between Company Name: , with principal address: (the Company), and Holder Name: , with address: (the Holder).

RECITALS

WHEREAS, the Company previously issued to the Holder a certificate, by book-entry or physical certificate, representing shares of (Certificate No. ; CUSIP ) (the Shares), which instrument currently contains a restrictive legend restricting transferability under applicable securities laws.

WHEREAS, the Holder has requested that the Company cause the restrictive legend to be removed from the Shares and reissue an unrestricted certificate or instruction to its transfer agent to remove the legend; and

WHEREAS, the Company is willing to remove the restrictive legend subject to the Holder's representations, warranties, covenants and indemnities set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Legend" means any restrictive legend, stop transfer instruction or notation placed on the certificate or record of the Shares that restricts transferation in whole or in part under federal or state securities laws.

2. HOLDER REPRESENTATIONS AND WARRANTIES

The Holder represents and warrants to the Company as of the date hereof that:

a) The Holder is the lawful record and beneficial owner of the Shares free and clear of liens, encumbrances and adverse claims except for the Legend and any restrictions agreed to in writing.

b) The Shares were not acquired by the Holder by means of any form of general solicitation or general advertising and, at the time of acquisition, the Holder either (i) purchased the Shares in a transaction exempt from registration under applicable securities laws or (ii) otherwise had access to the same financial and business information concerning the Company as would have been provided in a registration statement.

c) The Holder understands that removal of the Legend is being effected solely in reliance upon the Holder’s representations and that the Company, its transfer agent, and its officers are entitled to rely on such representations.

3. CONDITIONS TO REMOVAL

The Company’s obligation to remove the Legend and to instruct its transfer agent to reissue or update any record is conditioned upon receipt of:

a) This duly executed Agreement; and

b) Delivery of the certificate representing the Shares (if physical) or written instructions to the transfer agent (if held in book-entry) accompanied by a copy of the Holder’s government-issued photo identification or corporate authorization as applicable.

4. HOLDER COVENANTS

The Holder covenants that, until the Shares have been validly transferred and no longer reflect the Legend, the Holder shall not transfer, pledge or otherwise dispose of the Shares without first complying with applicable securities laws and delivering to the Company any documentation reasonably requested by the Company to effect compliance.

5. INDEMNIFICATION

The Holder agrees to indemnify, defend and hold harmless the Company, its officers, directors, agents and transfer agent from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of the Holder’s representations, warranties or covenants contained herein or from the Holder’s sale, disposition or attempted disposition of the Shares in violation of applicable securities laws.

6. TRANSFER AGENT INSTRUCTIONS

Transfer Agent Name:

Transfer Agent Address:

The Company authorizes the transfer agent, upon receipt of this Agreement and the delivered certificate or instruction, to remove the Legend and to issue a replacement certificate or to update the book-entry record without restrictive legend, provided that the conditions set forth in Section 3 have been satisfied and provided further that the transfer agent may rely upon the Company’s written direction to effect removal.

7. DELIVERY OF CERTIFICATES

If physical certificates exist, the Holder shall deliver the certificate(s) representing the Shares, properly endorsed, to the Company at the address set forth in the Notices section below or to the transfer agent at the address set forth above. The Company shall not be obligated to reissue any certificate until and unless the original certificate(s) are delivered or a satisfactory loss affidavit and indemnity reasonably acceptable to the Company has been provided.

8. RELEASE AND ACKNOWLEDGEMENT

The Holder acknowledges that the removal of the Legend does not constitute a representation or warranty by the Company that any sale or transfer of the Shares will be lawful under any securities laws. The Holder accepts full responsibility for compliance with all applicable securities laws in connection with any disposition of the Shares after the Legend is removed.

9. NOTICES

10. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by each of the parties hereto. No failure or delay by any party in exercising any right shall operate as a waiver of such right.

11. GOVERNING LAW

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.

12. ENTIRE AGREEMENT; SEVERABILITY

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

13. 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 delivered by electronic means shall be deemed original signatures for all purposes.

14. ADDITIONAL INSTRUCTIONS / COMMENTS

Individual Corporation Limited Liability Company Trust

The Holder acknowledges receipt of sufficient information regarding the Company to make an informed decision with respect to the removal of the Legend and confirms that no oral statements by the Company or its agents modify the representations and agreements embodied herein.

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