Legal Revised Receipt

LEGAL REVISED RECEIPT

This Revised Receipt (the "Receipt") is made effective as of the day of , , by and between Payor Name: and Recipient Name: (collectively, the "Parties").

RECITALS

WHEREAS, on the day of , , Payor issued or was obligated to pay an original amount identified as Original Amount: $ in respect of Reference/Invoice No.: ;

WHEREAS, the Parties have agreed to revise the amount, allocation, or other terms relating to that payment for the reasons set forth below and desire to document the revised receipt and the attendant release and allocation of funds; and

WHEREAS, this Revised Receipt is intended to supersede and replace the prior receipt to the extent expressly stated herein and to reflect both the payment actually made and the Parties' respective acknowledgments and releases.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. REVISED RECEIPT

1.1 Receipt Number: . Payor hereby acknowledges delivery to Recipient of the revised consideration described below and Recipient acknowledges receipt of the same.

1.2 Revised Amount. Payor has paid and Recipient has received a total revised amount of $ (the "Revised Amount"). The payment was made on day of , by the following method(s):

Payment Method (check all that apply): Cash Check Wire Transfer Other (describe below)

2. ALLOCATION AND ADJUSTMENTS

2.1 Allocation. The Parties agree that the Revised Amount shall be allocated as follows:

3. RELEASE AND DISCHARGE

3.1 Subject to receipt and clearance of any non-cash payment, Recipient, on behalf of itself, its successors and assigns, hereby fully releases and forever discharges Payor from any and all claims, demands, actions, causes of action, obligations, liabilities, and damages of any nature whatsoever relating to or arising out of the original payment obligation up to the amount of the Revised Amount. This release does not extend to claims arising from fraud or willful misconduct.

4. NO ADMISSION

4.1 The Parties agree and acknowledge that acceptance of the Revised Amount and execution of this Receipt is a settlement of disputed matters and shall not be construed as an admission of liability, fault, or wrongdoing by any Party for any purpose.

5. REPRESENTATIONS AND WARRANTIES

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

6. NOTICES

6.1 Any notices required or permitted under this Receipt shall be in writing and delivered personally, sent by certified mail, or delivered by nationally recognized overnight courier to the addresses provided below or to such other address as a Party may specify in writing.

7. AMENDMENTS; WAIVER; COUNTERPARTS

7.1 This Receipt may be amended only by a written instrument signed by both Parties. No waiver of any provision hereof shall be effective unless in writing and signed by the Party against whom enforcement is sought. This Receipt 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.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 Governing Law. This Receipt shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties: , without regard to its conflict of law principles.

8.2 Entire Agreement. This Receipt constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

8.3 Severability. If any provision of this Receipt is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

9. ADDITIONAL PROVISIONS

9.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further action as may be reasonably necessary to carry out the intent and purpose of this Receipt.

9.2 Binding Effect. This Receipt shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

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