Legal Settlement Warrant

LEGAL SETTLEMENT WARRANT

This Legal Settlement Warrant (the Warrant) is entered into as of by and between Client Name: (hereinafter "Payor") and Recipient Name: (hereinafter "Payee"). Collectively, Payor and Payee are referred to as the Parties.

RECITALS

WHEREAS, Payee asserts certain claims arising from Case Name: in Court/Jurisdiction: ; and

WHEREAS, the Parties desire to resolve, settle and compromise all disputes, claims and demands related to the matters referenced above in consideration of the issuance and delivery of a warrant evidencing the Payor's obligation to pay the Settlement Amount specified below; and

WHEREAS, Payee will accept the warrant upon the terms herein and will execute any releases and documents necessary to effectuate final settlement.

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. ISSUANCE OF WARRANT; PAYMENT OBLIGATION

1.1 Warrant Issuance. Payor shall issue to Payee a settlement warrant bearing Warrant Number: which constitutes an unconditional obligation to pay Payee the Settlement Amount: $ in United States dollars, subject to the terms of this Warrant.

1.2 Payment Terms. Payment under the Warrant shall be made on or before Payment Due Date: by check or electronic transfer to Payee at the account or address designated in writing by Payee pursuant to Section 6 (Notices and Payment Instructions).

2. ACCEPTANCE, RELEASE AND COVENANTS

2.1 Acceptance. Upon Payee's endorsement and delivery of the Warrant to a financial institution or Payor's designee, Payee shall be deemed to have accepted the terms of this Warrant and shall be bound by the releases set forth in Section 2.2.

2.2 Release. In consideration of Payor's issuance of the Warrant and payment of the Settlement Amount, Payee, on behalf of itself, its agents, successors and assigns, hereby irrevocably releases and forever discharges Payor and its affiliates, officers, directors, employees and agents from any and all claims, demands, liabilities, damages and causes of action, whether known or unknown, arising out of or related to the matters described in the Recitals through the Effective Date.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or organizational power and authority to enter into and perform its obligations under this Warrant; (b) the execution, delivery and performance of this Warrant have been duly authorized by all necessary action; and (c) this Warrant constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and equitable principles.

Payor specifically represents that it has the authority to issue the Warrant and that no other consents are required for issuance other than those disclosed in writing to Payee prior to the Effective Date.

4. INDEMNIFICATION

4.1 Indemnity by Payee. Payee shall indemnify, defend and hold harmless Payor from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Payee's representations, the endorsement or negotiation of the Warrant in violation of this Warrant, or any claim by a third party asserting rights to the Settlement Amount.

4.2 Indemnity by Payor. Payor shall indemnify, defend and hold harmless Payee from and against any losses, liabilities, costs and expenses resulting from Payor's breach of its representations or any failure to honor the Warrant in accordance with Section 1.

5. ENDORSEMENT, NEGOTIATION AND TRANSFER

5.1 Endorsement. Payee may endorse and negotiate the Warrant in accordance with standard commercial practice; provided, however, that any negotiation or transfer shall not materially alter the release obligations set forth in Section 2 without Payor's written consent.

5.2 Holder in Due Course. Any transferee who takes the Warrant for value, in good faith and without notice of default shall be considered a holder in due course for purposes of payments under the Warrant.

6. TAXES, WITHHOLDING AND REPORTING

Each Party shall be responsible for its own federal, state and local taxes arising from payments made pursuant to this Warrant. Payor may withhold amounts required by applicable law from payments under this Warrant and shall provide Payee with written notice of any such withholding and the legal basis therefor.

7. DEFAULT; REMEDIES

If Payor fails to make payment in accordance with Section 1, Payee shall provide written notice of default and Payor shall have ten (10) days to cure. If Payor fails to cure within such period, Payee may pursue all remedies available at law or in equity, including specific performance or damages for breach. Remedies are cumulative and not exclusive.

8. NOTICES

Payor Notice Address

Payee Notice Address

Notices shall be in writing and effective upon personal delivery, nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as a Party may designate by notice in accordance with this Section.

9. GOVERNING LAW

This Warrant shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

This Warrant, together with any exhibits or documents executed pursuant hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

11. SEVERABILITY

If any provision of this Warrant 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.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Warrant shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right will operate as a waiver of that right. This Warrant may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. MISCELLANEOUS PROVISIONS

13.1 Assignment. Neither Party may assign its rights or obligations under this Warrant without the prior written consent of the other Party, except that Payor may assign its rights to a successor by merger or sale of substantially all assets.

13.2 Interpretation. Headings are for convenience only and shall not affect the interpretation of this Warrant. Words in the singular include the plural and vice versa, and references to Sections are to Sections of this Warrant.

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