Legal Pre-emption Waiver

Legal Pre-emption Waiver

This Pre-emption Waiver (the "Waiver") is made as of by and between Company Name: , an entity organized as Corporation Limited Liability Company Partnership Individual, organized under the laws of , with its principal place of business at (the "Company"), and Waiving Party Name: , an entity/individual organized as Corporation Limited Liability Company Individual, with an address at (the "Waiving Party").

RECITALS

WHEREAS, the Waiving Party holds certain rights of pre-emption, rights of first refusal, or other preferential subscription rights (collectively, "Pre-emption Rights") with respect to the issuance, sale or transfer of securities or other equity interests of the Company;

WHEREAS, the Company proposes to undertake the transaction described below and seeks a waiver from the Waiving Party of the Pre-emption Rights with respect to such transaction; and

WHEREAS, the Waiving Party is willing to waive certain Pre-emption Rights on the terms and conditions set forth in this Waiver.

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

1. DEFINITIONS

1.1 "Subject Securities" means the securities, equity interests or assets described in the Transaction Description below that are the subject of the waiver.

1.2 "Pre-emption Rights" means any right, option, preemptive right, right of first offer or right of first refusal held by the Waiving Party to participate in, purchase, or otherwise acquire any Subject Securities, whether created by agreement, charter, statute or otherwise.

2. TRANSACTION

2.1 Transaction Description: The waiver granted under this Waiver applies to the transaction described as follows:

2.2 Scope of Waiver: Subject to the terms and conditions of this Waiver, the Waiving Party irrevocably and unconditionally waives its Pre-emption Rights solely with respect to the Subject Securities in the Transaction described in Section 2.1. The Waiver is limited to the specific Subject Securities and shall not constitute a waiver of any Pre-emption Rights in respect of any other securities or future transactions except as expressly stated herein.

3. CONSIDERATION

3.1 Consideration. In consideration for the Waiver, the Company shall provide to the Waiving Party:

Monetary Consideration (if any):   Other Consideration:

3.2 Acknowledgement. The Waiving Party acknowledges receipt of the consideration set forth above and agrees that such consideration constitutes adequate and sufficient consideration for the waiver granted herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Waiving Party Representations. The Waiving Party represents and warrants to the Company that: (a) it is the lawful owner of the Pre-emption Rights and has full power and authority to waive such rights; (b) this Waiver has been duly authorized by all necessary action; (c) the execution and delivery of this Waiver and the performance of its obligations will not violate any contractual obligation, law or order to which it is subject; and (d) no consent, approval or authorization of any third party is required for the effectiveness of this Waiver other than those expressly disclosed in writing to the Company.

4.2 Company Representations. The Company represents and warrants that: (a) it has the corporate power and authority to enter into this Waiver; (b) the execution and delivery of this Waiver and the performance of its obligations have been duly authorized; and (c) upon execution, this Waiver will constitute a valid and binding obligation of the Company enforceable in accordance with its terms.

5. CONDITIONS PRECEDENT

5.1 This Waiver shall become effective upon satisfaction of the following conditions precedent: (a) the Company has delivered evidence of the Transaction on terms substantially consistent with the Transaction Description; (b) any required corporate approvals or third-party consents have been obtained; and (c) the Company has delivered any consideration required by Section 3.

6. TERM AND TERMINATION

6.1 Term. Unless earlier revoked in accordance with Section 6.2, this Waiver shall remain in full force and effect until the completion of the Transaction or until , whichever occurs first.

6.2 Revocation. The Waiving Party may not unilaterally revoke this Waiver once effective, except by mutual written agreement of the parties or as otherwise expressly provided herein.

7. INDEMNIFICATION

7.1 Indemnity by Waiving Party. To the fullest extent permitted by law, the Waiving Party shall indemnify, defend and hold harmless the Company and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by the Waiving Party in this Waiver.

8. NOTICES

Notices to Company:

Notices to Waiving Party:

8.1 Method of Notice. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by electronic delivery where the recipient has agreed to such method, and shall be deemed given upon receipt.

9. AMENDMENT; WAIVER

9.1 No amendment, modification or waiver of any provision of this Waiver shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

10. GOVERNING LAW

10.1 This Waiver shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

11.1 This Waiver constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating thereto.

12. SEVERABILITY

12.1 If any provision of this Waiver is held to be 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, and the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.

13. COUNTERPARTS

13.1 This Waiver 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.

14. MISCELLANEOUS

14.1 No Third-Party Beneficiaries. Except as explicitly provided, this Waiver is for the sole benefit of the parties hereto and their respective successors and permitted assigns and is not intended to confer rights upon any other person.

14.2 Assignment. Neither party may assign its rights or delegate its obligations under this Waiver without the prior written consent of the other party, except that the Company may assign this Waiver to an affiliate or in connection with a merger, sale of substantially all assets or change of control.

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