Legal Redemption Document

LEGAL REDEMPTION DOCUMENT

This Legal Redemption Document (the Agreement) is entered into as of by and between Redeeming Party: , with principal address at , and Issuer: , with principal address at .

RECITALS

WHEREAS, the Issuer is the legal owner or record holder of certain securities, indebtedness, obligations, or liens described herein (the Securities or the Encumbrance), which may include certificates, instruments, or recorded liens identified by the parties; and

WHEREAS, the Redeeming Party desires to redeem, satisfy, terminate or purchase such Securities or to effect the release of the Encumbrance upon payment of the Redemption Price and subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Issuer is willing to accept such redemption upon the terms and conditions set forth below and to deliver instruments of release, certificates or other documentation evidencing satisfaction as applicable.

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 "Redemption Date" means the date specified by the Parties on which payment and delivery described in this Agreement shall occur: .

1.2 "Redemption Price" means the cash amount, or other consideration, payable by the Redeeming Party to the Issuer to effect redemption, as set forth in Section 2: .

1.3 "Securities" means the specific instruments, certificate numbers, account designations or liens described in the attached schedule or as described below:

2. REDEMPTION

2.1 Redemption Right. Subject to the terms and conditions of this Agreement, the Redeeming Party shall be entitled to redeem the Securities on the Redemption Date by paying the Redemption Price in accordance with Section 2.2. The redemption shall be effective upon receipt of cleared funds and, where applicable, physical surrender of certificates or satisfaction and release of liens as set forth herein.

2.2 Method of Payment. The Redemption Price shall be paid in immediately available funds by wire transfer or certified funds to the Issuer at the following account or as otherwise instructed in writing:

2.3 Allocation and Adjustment. The Redemption Price set forth above is final except to the extent adjusted for taxes, outstanding fees, or agreed offsets. Any dispute as to calculation shall be resolved in accordance with the dispute resolution provisions of this Agreement.

3. CLOSING DELIVERIES

3.1 On the Redemption Date, the Issuer shall deliver to the Redeeming Party (a) duly executed instruments of release or termination of any liens or encumbrances, where applicable; (b) certificates or endorsements evidencing cancellation or transfer of the Securities; and (c) customary certificates and documents reasonably necessary to effect the redemption.

3.2 On the Redemption Date, the Redeeming Party shall deliver to the Issuer the Redemption Price in cleared funds and any executed documentation required by the Issuer to evidence receipt of payment and the agreement of the parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Redeeming Party. The Redeeming Party represents and warrants to the Issuer that: (a) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement have been duly authorized; and (c) the execution and delivery of this Agreement and the consummation of the transactions will not violate any material agreement to which it is a party.

4.2 Representations and Warranties of the Issuer. The Issuer represents and warrants to the Redeeming Party that: (a) it holds good and marketable title to the Securities free and clear of all liens, claims and encumbrances other than those identified in writing to the Redeeming Party; (b) it has full power and authority to enter into this Agreement; and (c) there are no actions, suits, or proceedings pending that would prevent or impair its ability to perform under this Agreement.

4.3 Entity Status. The parties represent their entity status as follows:

Redeeming Party is: Individual Entity     Issuer is: Individual Entity

5. COVENANTS

5.1 Further Assurances. Each Party covenants that it shall execute and deliver such further documents and take such further actions as may be reasonably requested to effectuate the purposes of this Agreement.

5.2 Tax Matters. Unless otherwise agreed in writing, the Parties shall be responsible for any taxes, withholding or documentary requirements applicable to their respective actions under this Agreement.

6. INDEMNIFICATION

6.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants contained in this Agreement, except to the extent caused by the indemnified Party's gross negligence or willful misconduct.

7. CONDITIONS PRECEDENT

7.1 The obligations of each Party to close are subject to the accuracy of the other Party's representations and warranties in all material respects and to the performance of all covenants and conditions contained in this Agreement.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the Parties:

9.2 Entire Agreement. This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations.

9.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

9.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof.

9.5 Counterparts. This Agreement may be executed in two or more 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.

REPRESENTATIONS REGARDING AUTHORITY

Each individual executing this Agreement on behalf of an entity represents and warrants that such individual has full authority to do so and that the entity has taken all necessary action to authorize such execution.

ADDITIONAL PROVISIONS

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