Legal Substitute Document

LEGAL SUBSTITUTE DOCUMENT

This Legal Substitute Document (the "Substitute Document") is made and entered into as of Date: by and between Party A: (entity classification: Individual Corporation LLC Other ), with a principal address at ; and Party B: (entity classification: Individual Corporation LLC Other ), with a principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A is the holder or beneficiary of an original instrument described as: dated (the "Original Instrument");

WHEREAS, the Original Instrument is misplaced, lost, destroyed or otherwise cannot be conveniently produced for the purposes intended by the Parties, and the Parties desire to execute and accept a substitute document that shall serve in place of the Original Instrument with the legal effect described herein; and

WHEREAS, the Parties intend that the Substitute Document constitute a legally binding replacement instrument that preserves the operative rights and obligations of the Original Instrument to the extent permitted by law.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Substitute Document, the following terms shall have the meanings set forth below: "Original Instrument" means the instrument described above; "Substitute Document" means this agreement and any document executed pursuant to Section 2 below; "Losses" means liabilities, damages, fines, penalties, costs and expenses, including reasonable attorneys' fees.

2. SUBSTITUTION AND FORM OF SUBSTITUTE DOCUMENT

2.1 Substitute Document. Party A hereby delivers and Party B hereby accepts the Substitute Document in the form attached hereto as an executed counterpart or as described in the summary below:

2.2 Effect. Upon execution by both Parties, the Substitute Document shall be deemed to have the same legal effect, to the fullest extent practicable, as the Original Instrument and shall be treated as the operative instrument between the Parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 By Party A. Party A represents and warrants to Party B that: (a) Party A is the lawful owner of all rights under the Original Instrument or has authority to execute the Substitute Document; (b) to Party A's knowledge, there are no outstanding transfers or assignments of the Original Instrument other than those disclosed to Party B in writing; and (c) execution of the Substitute Document will not violate any material agreement or applicable law binding on Party A.

3.2 By Party B. Party B represents and warrants to Party A that: (a) Party B has the full corporate or individual power and authority to accept and rely upon the Substitute Document; and (b) Party B will treat the Substitute Document as if the Original Instrument were in its possession for all contractual and enforcement purposes between the Parties.

4. DELIVERY; RECORDATION; NOTICE OF LOSS

4.1 Delivery. The Party delivering the Substitute Document shall deliver duly executed counterparts to the other Party. The delivery may be by physical transfer or electronic transmission of a scanned, signed counterpart and shall be effective upon actual receipt.

4.2 Recordation. If recordation of the Substitute Document is necessary or appropriate to protect the rights of a Party, the Parties agree to cooperate in good faith to cause the Substitute Document to be recorded at:

4.3 Notice of Loss. The Party asserting loss, destruction or inability to produce the Original Instrument shall provide a written description of the circumstances of the loss and, if available, any police or insurance reports.

5. RELIANCE; ACCEPTANCE

5.1 Reliance. Each Party acknowledges that the other Party may rely on the representations and warranties contained herein and that such reliance is a material inducement to entering into this Substitute Document.

5.2 Acceptance. Acceptance of the Substitute Document by either Party shall not constitute a waiver of any claims arising from misrepresentation, prior defaults under the Original Instrument, or other breaches of prior agreements.

6. INDEMNIFICATION

6.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any Losses arising out of (a) any breach of Party A's representations and warranties in Section 3; or (b) a valid claim by a third party asserting superior rights to the Original Instrument.

6.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any Losses arising from Party B's acceptance, recordation or enforcement of the Substitute Document to the extent caused by Party B's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

Except for liability arising from fraud, intentional misrepresentation or willful misconduct, neither Party shall be liable to the other for consequential, incidental, or punitive damages arising from the substitution of the Substitute Document for the Original Instrument.

8. NOTICES

All notices required or permitted under this Substitute Document shall be in writing and delivered to the addresses set forth below or to such other address as a Party shall designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Substitute Document may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed. This Substitute Document 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.

10. GOVERNING LAW; VENUE

This Substitute Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The Parties hereby submit to the exclusive jurisdiction and venue of the courts located in that State for any disputes arising hereunder.

11. ENTIRE AGREEMENT; SEVERABILITY

This Substitute Document constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. If any provision of this Substitute Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. FURTHER ASSURANCES

Upon reasonable request, each Party shall execute and deliver such further documents and take such further actions as may be necessary or desirable to give full effect to the terms and intent of this Substitute Document, including affidavits of lost instrument, indemnity agreements, or recordation documents.

ADDITIONAL PROVISIONS

Any party claiming entitlement to reliance on the Substitute Document shall preserve contemporaneous documentation of steps taken to verify the instrument's authenticity and chain of title. The Parties acknowledge that any false representation material to this Substitute Document shall constitute a material breach giving rise to available equitable and legal remedies.

CONTACT INFORMATION

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