Legal Reinstatement Draft

LEGAL REINSTATEMENT DRAFT

This Legal Reinstatement Agreement (the "Agreement") is made as of Effective Date: , by and between Party A: (Entity Type: Corporation LLC Individual ), and Party B: (Entity Type: Corporation LLC Individual ).

RECITALS

WHEREAS, the parties previously entered into a written agreement titled dated (the "Original Agreement");

WHEREAS, the Original Agreement was terminated, suspended, or otherwise became inactive as of ; and

WHEREAS, the parties desire to settle the terms and conditions upon which the Original Agreement, or certain rights and obligations thereunder, shall be reinstated and of full force and effect as set forth in this Agreement.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, capitalized terms shall have the following meanings unless the context requires otherwise: "Reinstated Obligations" means those obligations of a party under the Original Agreement described in Section 3 and set forth in the Reinstatement Schedule attached hereto. "Reinstatement Date" means the Effective Date specified above.

2. REINSTATEMENT; SCOPE

2.1 Reinstatement. Subject to the conditions precedent in Section 4, Party A and Party B agree that as of the Reinstatement Date the Original Agreement, or the specific provisions identified in the Reinstatement Schedule, shall be reinstated and shall be of full force and effect, and the parties shall be bound by all terms and obligations set forth therein except as specifically modified by this Agreement.

2.2 Scope of Reinstatement. The particular rights, duties, and obligations to be reinstated are described as follows:

3. CONDITIONS PRECEDENT

The obligations of each party to effect reinstatement are subject to the following conditions precedent, each of which shall be satisfied or waived in writing prior to or on the Reinstatement Date:

(a) Payment of Reinstatement Fee in the amount of $ by Party ;

(b) Delivery to the receiving party of fully executed originals or counterparts of any documents listed below:

(c) Receipt of the following confirmations and filings: Fees paid Required filings completed Third-party consents obtained

4. PAYMENT; ALLOCATION

4.1 Payment Terms. Unless otherwise set forth herein, payment of the Reinstatement Fee shall be made to the payee designated by the receiving party by wire transfer or other immediately available funds on or before .

4.2 Allocation of Payments. Any allocation of the Reinstatement Fee among outstanding obligations, fees, or other charges shall be made in accordance with written directions attached as an addendum to this Agreement or, absent such directions, in the receiving party's reasonable discretion.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate or legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution and performance of this Agreement do not and will not violate any agreement or order to which it is subject; and (d) no pending or threatened litigation prevents performance or reinstatement as contemplated herein.

6. COVENANTS

From and after the Reinstatement Date, each party shall comply with all obligations reinstated under the Original Agreement and shall take all actions reasonably necessary to give effect to the reinstatement, including assisting with filings, endorsements, or providing requested documentation.

7. INDEMNIFICATION

Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by the Indemnifying Party of its representations, warranties or covenants in this Agreement or from matters arising prior to the Reinstatement Date to the extent such matters were not reinstated by mutual agreement.

8. CONFIDENTIALITY

The parties agree to keep the terms and existence of this Agreement and any non-public information exchanged in connection with the reinstatement confidential, except as required by law or to enforce its terms.

9. NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and shall be deemed given when delivered by hand, by overnight courier, by certified mail (return receipt requested) or upon confirmed electronic delivery to the addresses specified above or to such other address as either party may specify in writing in accordance with this Section.

10. GOVERNING LAW

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.

11. 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, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement 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.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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, including scanned copies or electronic signature platforms, shall be binding for all purposes.

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