Ratification Agreement

Ratification Agreement

This Ratification Agreement (the "Agreement") is made as of Effective Date: , by and between Party A Name: a(n) Entity Type: Individual Corporation Limited Liability Company Partnership organized under the laws of and having its principal address at ; and Party B Name: a(n) Entity Type: Individual Corporation Limited Liability Company Partnership organized under the laws of and having its principal address at .

Recitals

WHEREAS, on or about , the parties entered into an agreement entitled (the "Original Agreement");

WHEREAS, certain acts, omissions, or other matters occurred following execution of the Original Agreement that require formal ratification, confirmation or clarification of specified provisions and prior signatures with respect to the Original Agreement; and

WHEREAS, the parties desire to ratify, confirm and affirm the Original Agreement to the extent set forth in this Agreement and to state further their mutual understandings and obligations.

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

1. Definitions

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Original Agreement. For purposes of clarity, the following definitions shall be added solely for use in this Agreement:

1.1 "Effective Date" means the date set forth above. 1.2 "Ratified Acts" means those actions, consents, approvals, signatures and executions specifically described in Section 2 below.

2. Ratification

2.1 The parties hereby ratify, confirm and adopt all acts, instruments, agreements, approvals and signatures executed or purportedly executed in connection with the Original Agreement that are identified in the schedule attached to this Agreement and described in the record maintained by the parties. To the extent any such acts were outside the scope of prior authorization, the parties hereby authorize, approve and adopt those acts retroactively as if such acts had been expressly authorized at the time taken.

2.2 The parties acknowledge that this ratification does not release any party from liabilities arising from fraud, willful misconduct or gross negligence; rather, it affirms the enforceability of the specified acts to the extent consistent with law.

3. Scope of Ratification

3.1 This Agreement is limited to the Ratified Acts expressly identified and shall not operate to modify, amend, or waive any terms of the Original Agreement except as expressly set forth herein. Any amendment to substantive economic terms of the Original Agreement shall be effective only if set forth in a separate written amendment signed by both parties.

4. Representations and Warranties

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

5. Further Assurances

Each party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other party to give full effect to the ratification set forth in this Agreement, including the correction of clerical errors or the execution of confirmatory instruments.

6. No Novation; No Waiver

Except as expressly provided herein, this Agreement shall not operate as a novation, nor shall it release, discharge or modify any other obligations of the parties under the Original Agreement except as expressly stated. Failure to enforce any provision of this Agreement shall not constitute a waiver thereof unless such waiver is in writing and signed by the waiving party.

7. Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, recognized overnight courier, or registered mail to the addresses set forth in the parties' contact information above or to such other address as a party may designate in writing. Notices shall be effective upon receipt.

8. Amendments

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any attempted oral amendment shall be void and of no force or effect.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.

10. Entire Agreement

This Agreement, together with the Original Agreement to the extent expressly referenced herein, 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, relating to that subject matter to the extent expressly modified by this Agreement.

11. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

12. Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

13. Miscellaneous

Each party shall bear its own costs and expenses in connection with the negotiation and execution of this Agreement unless otherwise expressly provided. The headings in this Agreement are for convenience only and shall not affect its interpretation.

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