Legal Restructuring Agreement

LEGAL RESTRUCTURING AGREEMENT

This Legal Restructuring Agreement (this Agreement) is made as of Effective Date: by and between Transferor Name: , Entity Type: Corporation LLC Other , with principal address: ; and Transferee Name: , Entity Type: Corporation LLC Other , with principal address: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Transferor conducts certain business and holds certain assets and liabilities as more particularly described in Schedule A attached hereto and incorporated herein; and

WHEREAS, the Parties desire to implement a restructuring transaction involving the transfer, assumption, conversion, or other disposition of specified assets, liabilities, equity interests and contractual rights in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the transactions contemplated hereby preserve value for stakeholders, allocate liabilities, and effectuate an orderly reorganization as described in the Transaction Documents.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties 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 Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Closing" means the consummation of the Restructuring Transaction described in Section 4 and shall occur on the Closing Date specified in Section 6.1.

"Transaction Documents" means this Agreement and any ancillary instruments, schedules, exhibits, certificates, and other documents executed in connection with the Restructuring Transaction.

1.2 Schedules. The Parties shall complete and attach Schedules describing assets, liabilities and other items required by this Agreement. Schedule A description:

2. RESTRUCTURING TRANSACTION

2.1 Transaction Mechanics. Subject to the terms and conditions of this Agreement, at the Closing the Transferor shall transfer, assign and deliver to the Transferee the Assets, and the Transferee shall assume the Assumed Liabilities, in each case as set forth on Schedule A and on the schedules delivered at Closing. The form and content of all instruments of transfer and assumption shall be reasonably satisfactory to the Parties.

2.2 Conversion or Consideration. Consideration to be paid or issued by the Transferee to the Transferor shall consist of the following (check all that apply):

Cash payment Equity in Transferee Conversion of debt to equity

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations of Transferor. The Transferor represents and warrants to the Transferee that, as of the Effective Date and as of the Closing (except as disclosed in Schedule B): (a) the Transferor is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) the Transferor has full corporate power and authority to enter into and perform this Agreement and the Transaction Documents; (c) the assets to be transferred are owned free and clear of any liens, except as set forth in Schedule A; and (d) there are no actions, suits or proceedings pending that would reasonably be expected to prevent or materially impair the consummation of the Restructuring Transaction.

3.2 Representations of Transferee. The Transferee represents and warrants to the Transferor that: (a) the Transferee is duly organized and has the requisite authority and capacity to enter into this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action; and (c) the Transferee has sufficient funds or financing commitments to satisfy the cash portion of the Consideration, if any.

4. COVENANTS

4.1 Conduct of Business Prior to Closing. Between the Effective Date and the Closing, the Transferor shall operate its business in the ordinary course and shall not enter into any transaction outside the ordinary course without the prior written consent of the Transferee, which consent shall not be unreasonably withheld.

4.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the transactions contemplated by this Agreement, including the preparation and filing of any documents required by governmental authorities.

5. CONDITIONS PRECEDENT

5.1 Conditions to Obligations of Each Party. The respective obligations of each Party to effect the Restructuring Transaction are subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) the representations and warranties of the other Party shall be true and correct in all material respects as of the Closing; (b) all required consents, approvals and third-party waivers listed on Schedule C shall have been obtained; and (c) no injunction or other order shall be in effect that restrains or prohibits the consummation of the Restructuring Transaction.

6. CLOSING

6.1 Closing Date. The Closing shall occur on the date that is agreed in writing by the Parties, which date shall be the Closing Date:

6.2 Deliveries at Closing. At the Closing, each Party shall deliver the instruments, certificates and documents required by this Agreement, including but not limited to: (a) executed transfer and assignment documents; (b) officers' certificates and legal opinions (if required); (c) evidence of payment of consideration; and (d) updated schedules and assignments reflecting the transactions consummated at Closing.

7. TAX MATTERS

7.1 Allocation of Taxes. Unless otherwise agreed in writing, any transfer, documentary, registration, stamp or similar taxes and fees arising from or in connection with the Restructuring Transaction shall be allocated between the Parties as set forth on Schedule D. Each Party shall cooperate in good faith to minimize tax liabilities in a manner consistent with applicable law.

8. EMPLOYEE AND BENEFITS MATTERS

8.1 Employees. The Parties shall coordinate the transfer or termination of employment and benefit plans in accordance with applicable law and as reflected in Schedule E. Each Party shall be responsible for liabilities arising from their respective employees except as expressly assumed in the Transaction Documents.

9. CONFIDENTIALITY

9.1 Non-Disclosure. Each Party shall hold in confidence all non-public information concerning the business, operations, customers, trade secrets and financial affairs of the other Party disclosed in connection with the Restructuring Transaction, except as required by law or as consented to in writing by the disclosing Party. Reasonable disclosure to legal counsel, accountants and advisors bound by confidentiality is permitted.

10. INDEMNIFICATION

10.1 Indemnity by Transferor. The Transferor shall indemnify, defend and hold harmless the Transferee and its affiliates from and against any and all losses, claims, liabilities, damages and expenses arising out of (a) any breach of the Transferor's representations, warranties or covenants contained herein, and (b) any undisclosed liabilities of the Transferor existing as of the Closing.

10.2 Indemnity by Transferee. The Transferee shall indemnify, defend and hold harmless the Transferor and its affiliates from and against any and all losses, claims, liabilities, damages and expenses arising out of the Transferee's breach of this Agreement or the Transferee's conduct following Closing in respect of assumed liabilities.

11. LIMITATION OF LIABILITY

Except for claims arising from fraud, willful misconduct or breaches of fundamental representations as specifically identified in this Agreement, neither Party shall be liable to the other for any punitive, exemplary, special or consequential damages, and any recovery of direct damages shall be subject to the limitations set forth in Schedule F.

12. NOTICES

12.1 Method. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses set forth below (or such other addresses as a Party may designate by notice).

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment and Waiver. This Agreement may be amended or modified only by a written instrument signed by each of the Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Signatures transmitted by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction selected by the Parties:

14.2 Entire Agreement. This Agreement, together with the Schedules and Transaction Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, which shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation. References to Sections and Schedules include subsections and attachments unless the context otherwise requires.

15.2 Survival. All representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing to the extent provided in the applicable provisions hereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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