Assignment & Assumption Agreement

ASSIGNMENT & ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Agreement") is made and entered into as of (the "Effective Date"), by and between Assignor Name: , entity type: , with principal place of business at , and Assignee Name: , entity type: , with principal place of business at .

RECITALS

WHEREAS, Assignor is the owner of, or has the legal right to assign, certain tangible and intangible property, rights, licenses, contracts and interests described more particularly herein (the "Assigned Assets");

WHEREAS, Assignee desires to accept an assignment of such Assigned Assets and to assume certain liabilities and obligations related thereto as set forth in this Agreement; and

WHEREAS, Assignor and Assignee desire to set forth the terms and conditions of the assignment and assumption of the Assigned Assets and related obligations.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties 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

For purposes of this Agreement, the following terms shall have the following meanings:

"Assigned Assets" means all assets, rights, claims, interests and privileges of Assignor described in Section 2 and in the description below:

2. ASSIGNMENT

Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Assigned Assets, together with any proceeds, substitutions and replacements thereof. Such assignment includes, without limitation, any rights under contracts, permits, licenses and agreements specifically identified in the Assigned Assets description.

3. ASSUMPTION

Assignee hereby accepts the assignment of the Assigned Assets and, subject to the terms of this Agreement, assumes and agrees to perform, discharge and satisfy the liabilities and obligations of Assignor arising after the Effective Date to the extent expressly set forth in this Agreement (the "Assumed Obligations"). Assignee's assumption is limited to those obligations expressly identified in writing and does not include any obligations of Assignor that by their terms or applicable law survive assignment unless expressly assumed in writing.

4. CONSIDERATION

In consideration for the assignment and the agreements contained herein, Assignee shall pay to Assignor the sum of (the "Consideration"), and Assignee's assumption of the Assumed Obligations. Payment of the Consideration shall be made on or before the Effective Date by wire transfer or other immediately available funds to such account as Assignor shall designate in writing.

5. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Assets free and clear of any liens, encumbrances, security interests or adverse claims other than those disclosed in writing to Assignee; (b) Assignor has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) no consent, approval or authorization of any third party or governmental authority is required for Assignor to consummate the transactions contemplated by this Agreement except those that have been obtained and disclosed in writing.

Assignee represents and warrants to Assignor that: (a) Assignee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement by Assignee will not violate any material agreement or law applicable to Assignee; and (c) Assignee has conducted such investigation of the Assigned Assets as it deems necessary and acknowledges that, except as expressly set forth in this Agreement, neither Assignor nor any of its representatives has made any representation or warranty, express or implied, with respect to the Assigned Assets.

6. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of or relating to facts, acts or omissions occurring prior to the Effective Date with respect to the Assigned Assets or arising from Assignor's breach of any representation, warranty or covenant contained in this Agreement.

Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Assumed Obligations and acts or omissions of Assignee occurring on or after the Effective Date or arising from Assignee's breach of any representation, warranty or covenant contained in this Agreement.

7. FURTHER ASSURANCES

From time to time after the Effective Date, each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to carry out the purposes and intent of this Agreement, including the delivery of assignments, consents and notices necessary to effectuate the transfer of the Assigned Assets.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder 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, or emailed with confirmation of receipt, to the addresses set forth below or to such other address or person as a party may designate by notice hereunder.

9. TAXES AND TRANSFER COSTS

Except as otherwise provided herein, all transfer, documentary, sales and other similar taxes, and all recording and filing fees, if any, incurred in connection with the transactions contemplated by this Agreement shall be borne by .

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any schedules or exhibits expressly incorporated herein) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, oral or written, of the parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' original intent.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image or other electronic means intended to preserve an original signature shall be deemed original signatures for all purposes.

14. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Assignee may assign its rights and obligations to an affiliate or in connection with a merger or sale of substantially all of its assets.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. All remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

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