Legal Reinstatement Form

Legal Reinstatement Form

This Legal Reinstatement Agreement (the Agreement) is entered into as of Effective Date: by and between Reinstating Party: , Principal Address: ; and Other Party: , Principal Address: .

Recitals

WHEREAS, the parties previously entered into an agreement titled Original Agreement: dated (the Original Agreement);

WHEREAS, the Original Agreement ceased to be in effect as of Termination Date: as a result of ; and

WHEREAS, the parties desire to reinstate the Original Agreement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Reinstatement Effective Date" means the Effective Date specified above.

1.2 "Original Agreement" has the meaning set forth in the Recitals and includes all schedules, exhibits and amendments thereto unless expressly superseded by this Agreement.

2. Reinstatement

2.1 Subject to the terms and conditions of this Agreement, the parties hereby reinstate the Original Agreement as of the Reinstatement Effective Date. Upon reinstatement, the Original Agreement shall be of full force and effect except as expressly modified by this Agreement.

2.2 Reinstatement shall not revive or reinstate any claim or cause of action that was released or barred prior to the Reinstatement Effective Date, except to the extent expressly provided herein.

3. Consideration

3.1 In consideration for reinstatement, Reinstating Party shall pay Reinstatement Fee: payable by to Other Party no later than .

4. Conditions Precedent

4.1 The obligations of the parties under this Agreement are subject to the satisfaction, prior to or concurrently with the Reinstatement Effective Date, of the following conditions precedent:

(a) Receipt by Other Party of the Reinstatement Fee in cleared funds; and

(b) Delivery by Reinstating Party of documents and certifications reasonably requested by Other Party to evidence authority to enter into this Agreement, including executed corporate or organizational resolutions where applicable.

5. Representations and Warranties

5.1 Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

5.2 Reinstating Party further represents that, to its knowledge, no event has occurred since the Termination Date that would materially and adversely affect its ability to perform its obligations under the Original Agreement as reinstated.

6. Covenants

6.1 Each party covenants to perform all obligations required by the Original Agreement as reinstated and to cooperate in good faith to effect the purposes of this Agreement.

7. Release; Reservation of Rights

7.1 Unless explicitly stated otherwise, reinstatement of the Original Agreement is not and shall not be construed as a waiver or release of any claims that either party may have arising from events occurring prior to the Reinstatement Effective Date, except to the extent such claims are expressly waived in writing by the parties.

8. Indemnification

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Agreement.

9. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as each party may designate by notice 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 the Original Agreement as modified hereby, 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, concerning the subject matter hereof.

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 thereby.

13. Amendments; Waiver; Counterparts

13.1 This Agreement may be amended only by a written instrument executed by both parties.

13.2 Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

14. Miscellaneous

14.1 The parties acknowledge that each has had the opportunity to be represented by counsel and that the terms of this Agreement are the product of negotiation.

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