Reissued Contract Form

Reissued Contract Form

This Reissued Contract Form (the "Agreement") is made and entered into as of the day: of , , by and between Party A Name: , entity type: Individual Corporation LLC, principal place of business at ; and Party B Name: , entity type: Individual Corporation LLC, principal place of business at .

Recitals

WHEREAS, the parties previously entered into a written agreement identified as Contract No. dated on of , (the "Original Agreement");

WHEREAS, the parties desire to reissue the Original Agreement in order to correct, restate, and amend certain provisions as set forth herein and to reflect agreed changes to terms, responsibilities and administration of the Original Agreement; and

WHEREAS, the parties intend that this reissued instrument shall supersede and replace the Original Agreement to the extent expressly provided in this Agreement, and shall remain in effect subject to the terms and conditions set forth below.

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 hereby acknowledged, the parties agree as follows:

1. Definitions

1.1. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned in the Original Agreement. For purposes of clarity, the following definitions are added:

"Reissued Effective Date" means the date first written above, unless otherwise specified in writing.

2. Reissuance; Amendment

2.1. Reissuance. The Original Agreement is hereby reissued and amended as set forth in this Agreement. Except as expressly modified by this Agreement, the Original Agreement remains in full force and effect.

2.2. Specific Amendments. The parties agree the following provisions of the Original Agreement are amended as follows:

3. Term and Termination

3.1. Term. The term of this Agreement shall commence on the Reissued Effective Date and shall continue for the period specified in the Original Agreement, except as otherwise modified herein.

3.2. Termination. Either party may terminate this Agreement in accordance with the termination provisions of the Original Agreement as amended by this Agreement. Termination shall not affect accrued rights or liabilities.

4. Consideration

4.1. Consideration. In consideration of the mutual covenants and promises herein, the parties agree that the payment and performance obligations described in the Original Agreement shall be modified as follows:

5. Representations and Warranties

5.1. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation enforceable in accordance with its terms.

5.2. No Further Representations. Except as expressly set forth in this Agreement or in the Original Agreement as amended, no party makes any other representation or warranty, express or implied.

6. Confidentiality

6.1. Confidential Information. The parties agree that Confidential Information as defined in the Original Agreement shall continue to be protected in accordance with the confidentiality provisions of the Original Agreement, as amended by this Agreement.

7. Assignment

7.1. Assignment. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except as otherwise permitted by the Original Agreement.

8. Notices

8.1. Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate by written notice.

9. Amendments; Waiver

9.1. Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

9.2. Waiver. No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. Any waiver must be in writing signed by the party granting the waiver.

10. Governing Law; Venue

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of law principles.

11. Entire Agreement; Severability; Counterparts

11.1. Entire Agreement. This Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

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

11.3. Counterparts. This Agreement 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

Representatives and Contact

Certification

Each signatory below represents and warrants that the signatory is duly authorized to execute this Agreement on behalf of the party for whom the signatory purports to sign, and that by signing this Agreement the signing party accepts and agrees to be bound by all terms hereof.

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