Change in Ownership Agreement

Change in Ownership Agreement

This Change in Ownership Agreement ("Agreement") is made and entered into as of by and between Transferor Name: , a , with principal address (hereinafter "Transferor"), and Transferee Name: , a , with principal address (hereinafter "Transferee").

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of the ownership interest and rights described in Section 2 below (the "Ownership Interest"); and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer, all or a portion of the Ownership Interest on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement effectuate the change in ownership and allocate rights, responsibilities, and indemnities between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement capitalized terms not otherwise defined in the text have the following meanings: "Affiliate" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a party; "Closing" means the consummation of the transactions described in Section 4; "Effective Date" means the date set forth above.

2. TRANSFER OF OWNERSHIP

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby assigns, conveys, transfers and delivers to Transferee, and Transferee hereby accepts from Transferor, the Ownership Interest described as follows:

2.2 Percentage or Units Transferred. The percentage or number of units transferred to Transferee is of the outstanding ownership immediately prior to the Effective Date.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. As consideration for the transfer set forth in Section 2, Transferee shall pay to Transferor the purchase price of (the "Purchase Price"), subject to adjustments as provided in this Agreement.

4. CLOSING

4.1 Closing Date and Location. The Closing shall occur on at , or at such other time or place as the parties may mutually agree in writing.

4.2 Closing Deliverables. At the Closing, Transferor shall deliver to Transferee executed instruments of transfer and any certificates, assignments, endorsements, or consents reasonably necessary to vest good and marketable title in Transferee, free and clear of all liens, charges, and encumbrances except those disclosed in writing prior to the Effective Date. Transferee shall deliver the Purchase Price and any required closing documents.

5. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee as of the Effective Date and as of the Closing that:

(a) Transferor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute and perform this Agreement.

(b) Transferor has good and marketable title to the Ownership Interest being transferred, free and clear of any liens, claims, encumbrances, options, rights of first refusal, or restrictions, except as expressly disclosed in writing to Transferee prior to the Effective Date.

(c) The execution, delivery and performance of this Agreement by Transferor do not and will not violate any applicable law, regulation, order, agreement or instrument binding on Transferor.

6. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that Transferee has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement is a valid and binding obligation of Transferee enforceable in accordance with its terms.

7. COVENANTS

7.1 Conduct Prior to Closing. Transferor will conduct its business in the ordinary course and will not take any action that would materially impair the Ownership Interest prior to Closing.

7.2 Further Assurances. Each party shall execute and deliver such documents and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

8. CONDITIONS PRECEDENT

The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing of customary conditions, including accuracy of representations, performance of covenants, delivery of required documents, and clearance of any required third-party consents.

9. INDEMNIFICATION

9.1 Indemnification by Transferor. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants in this Agreement.

9.2 Indemnification by Transferee. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses, liabilities, claims, damages and expenses arising out of any breach of Transferee's representations, warranties or covenants in this Agreement.

10. TAXES AND EXPENSES

Unless otherwise agreed in writing, all transfer, documentary, sales, use, stamp, value-added or similar taxes, and any fees, costs and expenses incurred in connection with Closing, shall be borne by .

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the state or jurisdiction identified below, without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement 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, of the parties.

14. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party or parties against whom enforcement is sought. The failure of any party to enforce any right shall not constitute a waiver of that right.

16. 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 transmission shall be effective as originals.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an Affiliate or by operation of law in connection with a merger or sale of substantially all of its assets.

17.2 Remedies. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity, including specific performance.

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