Restructure Agreement Template

RESTRUCTURE AGREEMENT

This Restructure Agreement ("Agreement") is entered into as of by and between Client Name: , an entity organized as Corporation LLC Partnership Other , with principal place of business at ; and Service Provider Name: , an entity organized as Corporation LLC Partnership Other , with principal place of business at .

RECITALS

WHEREAS, the parties previously entered into one or more agreements governing certain commercial relationships and obligations, including but not limited to the agreement dated (the "Prior Agreement");

WHEREAS, the parties desire to restructure their rights, obligations and consideration as set forth herein in order to implement an agreed restructuring plan and to resolve and replace certain obligations under the Prior Agreement; and

WHEREAS, the parties have negotiated the terms of this restructuring to achieve commercial and tax objectives, to allocate risks and to provide a mechanism for implementation and completion.

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 Definitions. In this Agreement the following terms have the meanings set forth below:

"Effective Date" means the date set forth above. "Restructuring Plan" means the plan for reallocation, conversion, compromise or settlement of obligations and allocation of equity or other consideration described in Section 2 and summarized in the Restructuring Plan Description field below.

2. RESTRUCTURING PLAN

2.1 Description. The parties agree to implement the Restructuring Plan as described in the summary below and in any schedules, exhibits, or transaction documents executed pursuant to this Agreement. The Restructuring Plan may include, without limitation, debt conversion, exchange of equity interests, amendment of payment terms, issuance of new securities, and releases.

3. CONSIDERATION

3.1 Consideration. In full and final consideration for the obligations and releases set forth in this Agreement, the parties agree that:

4. IMPLEMENTATION AND TIMELINE

4.1 Implementation. The parties shall use commercially reasonable efforts to execute and deliver all documents and take all actions necessary to effect the Restructuring Plan in accordance with the timeline below.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. 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 the full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any material agreement, law or order applicable to it.

5.2 No Conflicting Obligations. Each party further represents that, as of the Effective Date, there are no pending actions, proceedings or obligations that would reasonably be expected to prevent or materially impair such party's ability to consummate the transactions contemplated by this Agreement.

6. COVENANTS

6.1 Mutual Covenants. Each party shall: (a) cooperate in good faith to obtain any required consents or approvals; (b) execute and deliver such further instruments and documents as may be reasonably required to effect the transactions contemplated by this Agreement; and (c) refrain from taking any action that would frustrate the purpose of this Agreement.

7. CONDITIONS PRECEDENT

7.1 Conditions. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions precedent:

(a) Receipt of all required corporate and third-party consents and approvals; (br) Execution and delivery of all transaction documents in form and substance satisfactory to the parties; (c) No material adverse change affecting the financial condition or business operations of either party.

8. RELEASES

8.1 Mutual General Release. Subject to the satisfaction of the Conditions Precedent, upon the effective implementation of the Restructuring Plan each party hereby releases, acquits and forever discharges the other party and its affiliates, officers, directors, employees, agents and assigns from all claims, demands, liabilities and causes of action arising out of or relating to the matters covered by this Agreement through the Effective Date, except for claims arising from a party's fraud, willful misconduct or material breach of this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Treatment. Except as required by law, neither party shall disclose the terms of this Agreement or any non-public information received from the other party in connection with the negotiation or implementation of the Restructuring Plan. Confidential information shall not include information that is or becomes publicly available other than as a result of a breach of this Section.

10. TAX MATTERS

10.1 Tax Allocation. Unless the parties expressly agree otherwise in a separate written instrument, each party shall bear its own tax liabilities resulting from the transactions contemplated by this Agreement. The parties shall cooperate in good faith to provide each other with such information and documentation as may be reasonably required to prepare tax returns and to determine tax consequences of the Restructuring Plan.

11. NOTICES

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

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of a party to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of any subsequent default or of the provision itself.

13. GOVERNING LAW

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with any exhibits, schedules and transaction documents 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.

14.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

15. COUNTERPARTS

15.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

16.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Agreement.

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