Repurchase Agreement Letter

Repurchase Agreement Letter

Date:

Parties

Recitals

This Repurchase Agreement Letter ("Agreement") memorializes the terms under which Seller agrees to sell to Purchaser, and Purchaser agrees to repurchase from Seller, certain securities, assets or property described below (the "Assets"). The parties intend that the transfer effected hereunder constitute a sale with a binding repurchase obligation by Seller in accordance with the terms set forth.

Assets / Collateral

Schedule A (attached or incorporated) shall set forth each asset, the quantity or share amount, and any identifying numbers. If no schedule is attached, enter the material identifiers below:

Economic Terms

Purchase Price (initial principal):    Repurchase Price (amount payable on repurchase):

Interest or Financing Rate (annual):    Payment Terms:

Repurchase Date:    Location for Payment / Settlement:

Representations and Warranties

Each party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement has been duly authorized; (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (d) as to Seller, the Assets are free and clear of liens and encumbrances except as expressly disclosed in writing to Purchaser.

Covenants

Seller covenants to preserve the Assets and not to transfer, pledge or create any security interest in the Assets during the term of this Agreement, except as permitted in writing by Purchaser. Purchaser covenants to hold the Assets in accordance with applicable custody standards and to transfer the repurchase proceeds only upon satisfaction of the repurchase obligations set forth herein.

Events of Default; Remedies

The occurrence of any of the following shall constitute an Event of Default: failure to make any required payment when due; breach of any material representation, warranty or covenant; insolvency or commencement of bankruptcy or liquidation proceedings by or against a party. Upon Event of Default, the non-defaulting party may, at its election, accelerate all amounts due, liquidate the Assets to recover amounts owed, and pursue any other remedies available at law or equity. Remedies are cumulative and not exclusive.

Taxes and Costs

All transfer, stamp or documentary taxes and fees (if any) arising out of this sale and repurchase shall be paid by Seller, except as otherwise required by applicable law. Each party shall bear its own legal fees and costs incurred in connection with the preparation and enforcement of this Agreement unless otherwise awarded by a court or arbitrator.

Notices

Notices shall be in writing and delivered to the addresses set forth above or to any other address designated in writing. Notices shall be deemed given upon: (a) personal delivery; (b) one business day after deposit with an overnight courier; or (c) three business days after deposit in the U.S. mail, certified or registered, return receipt requested.

Miscellaneous

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

Amendments and Waivers: No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

Certification

Each signatory below certifies that he or she is duly authorized to execute this Agreement on behalf of the party indicated and that the information provided herein is true and correct. Execution of this Agreement by electronic signature, facsimile or scanned copy shall be deemed an original for all purposes.

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