Legal Reinstatement Statement

LEGAL REINSTATEMENT STATEMENT

This Legal Reinstatement Statement (the "Statement") is made as of Effective Date: by and between Reinstating Party: , an entity of type Corporation LLC Other, and Recipient/Counterparty: , collectively the "Parties."

RECITALS

WHEREAS, the Parties entered into an agreement entitled dated (the "Prior Agreement");

WHEREAS, performance under the Prior Agreement was suspended, terminated, or otherwise lapsed due to the events and defaults described below, and the Parties now desire to reinstate the Prior Agreement on the terms set forth in this Statement; and

WHEREAS, the Parties intend by this Statement to set forth the conditions, scope, and legal effect of such reinstatement and to allocate risks and remedies between them.

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

For purposes of this Statement, the following terms shall have the following meanings: "Effective Date" means the date set forth above. "Prior Agreement" means the agreement identified in the Recitals. "Reinstatement" means the restoration of rights, obligations and remedies under the Prior Agreement as set forth in Section 2.

2. REINSTATEMENT

Subject to the express terms and conditions of this Statement, the Parties agree that, effective as of the Effective Date, the Prior Agreement is hereby reinstated and is of full force and effect in accordance with its original terms except as expressly modified by this Statement. Reinstatement shall not revive any claim or remedy that was released in writing prior to the Effective Date.

3. SCOPE AND EFFECT OF REINSTATEMENT

Reinstatement restores obligations and rights under the Prior Agreement only to the extent and for the period specified herein. All accruals, payments, interest, fees, and other amounts that became due prior to the Effective Date shall remain payable to the extent provided in Section 4 unless expressly waived in writing. Reinstatement shall not alter any statute of limitations applicable to claims arising prior to the Effective Date except as expressly provided in this Statement.

4. CONSIDERATION AND CURE

As consideration for Reinstatement, Reinstating Party shall deliver or cause to be delivered the following on or before the Effective Date: (a) payment in the amount of ; (b) cure of the defaults described in Section 6; and (c) execution and delivery of any releases, instruments, or certificates reasonably requested by Recipient to evidence such cure. Receipt of consideration by Recipient shall be a condition precedent to the effectiveness of Reinstatement.

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 and has full power and authority to enter into and perform this Statement; (b) the execution, delivery and performance of this Statement has been duly authorized by all necessary corporate or other action; and (c) this Statement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

Reinstating Party further represents that, to its knowledge after due inquiry, there are no unresolved liens, encumbrances, or notices that would materially impair its ability to perform its obligations under the Prior Agreement upon reinstatement, except as disclosed in writing to Recipient prior to the Effective Date.

6. CONDITIONS PRECEDENT AND CURE DESCRIPTION

The obligations of Recipient to accept Reinstatement are subject to satisfaction of the following conditions precedent: (a) receipt of the consideration described in Section 4; (b) execution by authorized representatives of each Party of this Statement; and (c) delivery of documentation reasonably requested by Recipient to evidence the resolution or cure of the defaults identified below.

7. INDEMNIFICATION

Reinstating Party shall indemnify, defend and hold harmless Recipient and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the acts or omissions of Reinstating Party prior to the Effective Date or arising from any breach of the representations, warranties or covenants of Reinstating Party contained in this Statement.

8. NO WAIVER; REMEDIES

No waiver by any Party of any term, provision or condition of this Statement shall be deemed or shall constitute a waiver of any other term, provision or condition, nor shall any waiver constitute a continuing waiver. Remedies provided in this Statement are cumulative and in addition to any remedies available at law or in equity.

9. NOTICES

All notices required or permitted under this Statement shall be in writing and shall be delivered to the address set forth below for each Party or to such other address as either Party may designate by notice in accordance with this Section.

10. AMENDMENTS AND COUNTERPARTS

This Statement may be amended only by a written instrument signed by both Parties. This Statement 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 transmission shall be effective as originals.

11. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Statement, together with the Prior Agreement as reinstated and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Statement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Legal Reinstatement Statement by their duly authorized representatives as of the Effective Date first written above.

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