Change of Ownership Agreement

CHANGE OF OWNERSHIP AGREEMENT

This Change of Ownership Agreement (the "Agreement") is made as of / / by and between Transferor: and Transferee: .

RECITALS

WHEREAS, Transferor is the lawful owner of certain ownership interests, assets, or equity described herein; and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer, such ownership interest on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their mutual agreements regarding the transfer, allocation of consideration, closing mechanics, and post-closing obligations with respect to the change of ownership.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Closing" means the consummation of the transfer described in Section 3; "Transferred Interests" means the ownership interests, shares, assets or rights described in Section 2 and Schedule A (if applicable); and "Effective Date" means the date set forth above.

2. DESCRIPTION OF TRANSFERRED INTERESTS

Transferor hereby transfers, conveys and assigns to Transferee, and Transferee hereby accepts from Transferor, the following ownership interests (specify whether equity, membership interests, assets, or other rights):

Asset transfer    Equity / Membership interest    Other (describe below)

3. CONSIDERATION

As consideration for the transfer of the Transferred Interests, Transferee shall pay to Transferor the aggregate amount of (the "Purchase Price"), payable in accordance with the following terms and schedule.

4. CLOSING

The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on or before / / or such other date as mutually agreed in writing. At Closing, Transferor shall deliver to Transferee properly executed instruments of transfer and any certificates, assignments, endorsements and other documents necessary to vest good and marketable title in Transferee, free and clear of all Liens except as expressly set forth in this Agreement.

5. REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants to Transferee that, as of the Effective Date and as of the Closing: (a) Transferor has good and marketable title to the Transferred Interests and the full right, power and authority to transfer the same; (b) the Transferred Interests are free and clear of any Liens, claims, encumbrances or restrictions that would prevent or impair the transfer except as disclosed in writing to Transferee; and (c) there are no outstanding agreements, options, preemptive rights, calls or other restrictions that would permit any third party to acquire the Transferred Interests on terms more favorable than those provided herein.

Transferee represents and warrants to Transferor that Transferee has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and that no consent of any third party is required except as identified in writing to Transferor.

6. COVENANTS

From the Effective Date until the Closing, Transferor shall (a) operate the business in the ordinary course consistent with past practice; (b) not sell, transfer, encumber or otherwise dispose of any material assets related to the Transferred Interests; and (c) promptly notify Transferee of any material adverse change in the status of the Transferred Interests.

7. TAXES, FEES AND COSTS

Unless otherwise agreed in writing, all transfer taxes, recording fees, notary fees, and documentary charges arising from the transfer of the Transferred Interests shall be borne by . Each party shall pay its respective counsel and advisory fees.

8. INDEMNIFICATION

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

9. FURTHER ASSURANCES

Following the Closing, each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to effectuate the purposes and intent of this Agreement.

10. CONDITIONS PRECEDENT

The obligations of the parties to consummate the transactions hereunder are subject to the satisfaction, prior to or at the Closing, of the following conditions precedent: (a) the representations and warranties of each party shall be true and correct in all material respects as of the Closing; (b) all necessary consents, approvals and waivers from third parties and governmental authorities shall have been obtained; and (c) there shall be no injunction or legal restraint in effect prohibiting the Closing.

11. NOTICES

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

12. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in such state for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and exhibits hereto, 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. 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

This Agreement may be executed in one or more 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 facsimile or other electronic transmission shall be effective as originals.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Each party acknowledges that it has had the opportunity to consult with independent legal counsel and that this Agreement shall be construed without regard to any presumption or rule requiring construction against the party who drafted the same.

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