Allotment Notification Letter

ALLOTMENT NOTIFICATION LETTER

Date:

To:

Address:

RECITALS

WHEREAS, Company Name: (the "Company") and Recipient Name: (the "Allottee") have engaged in discussions regarding allocation of certain assets or units pursuant to the terms set forth herein;

WHEREAS, the Company has determined to allot to the Allottee the allotment described below subject to the terms, conditions and procedures contained in this Notification and any related agreement executed by the parties;

WHEREAS, the parties desire for this Notification to represent notice of the allotment and the principal business terms upon which the allotment will be completed and implemented.

ALLOTMENT DETAILS

Allotment Reference No.:

Allotment Type:    Quantity/Amount:

Effective Date of Allotment:

Description/Purpose:

SCOPE OF WORK

The Company will make available and allocate the assets described above to the Allottee pursuant to the terms set forth in this Notification. Specific deliverables, responsibilities, and any milestones to be performed by each party are set forth below.

PAYMENT TERMS

Consideration for the allotment shall be as set forth below. Unless otherwise specified in a separate executed agreement, the following payment terms apply:

Late fee:    Interest:

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Notification for convenience by providing written notice to the other party no fewer than days prior to the intended termination date. Termination for cause shall be effective immediately upon written notice if a material breach is not cured within the cure period specified in any governing agreement.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed by the other party in connection with the allotment ("Confidential Information") and shall not disclose such Confidential Information to any third party except to its employees, agents or professional advisors on a need-to-know basis, provided that such recipients are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the recipient; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the recipient without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Notification shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Notification, together with any documents expressly incorporated herein by reference and any subsequent written agreement executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or waiver shall be effective unless executed in writing by both parties.

ACCEPTANCE

By signing below, the parties acknowledge receipt of this Allotment Notification Letter and accept the allotment and the terms and conditions set forth herein. This Notification shall become binding upon signature by duly authorized representatives of both parties.

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