Dealer Assignment Agreement

DEALER ASSIGNMENT AGREEMENT

This Dealer Assignment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: with principal place of business at (hereinafter "Assignor"), and Assignee Name: with principal place of business at (hereinafter "Assignee"). Assignor and Assignee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Assignor is currently a dealer under certain agreements, dealer registrations, contracts, customer accounts, inventory rights, warranty arrangements and related assets described further herein (collectively, the "Assigned Dealer Interests"); and

WHEREAS, Assignee desires to acquire, and Assignor desires to assign and transfer to Assignee, all of Assignor's right, title and interest in and to the Assigned Dealer Interests, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to effect an assignment of the Assigned Dealer Interests and to provide for the assumption of specified obligations by Assignee and the release of Assignor from certain liabilities as set forth below.

NOW, THEREFORE

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. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby assigns, conveys, transfers and delivers to Assignee all of Assignor's right, title and interest in and to the Assigned Dealer Interests as described in Section 1.3, including but not limited to existing dealer agreements, dealer numbers, customer lists limited to dealer-related contacts, and any associated inventory rights owned by Assignor.

1.2 Excluded Assets. Notwithstanding Section 1.1, the following assets and rights are expressly excluded from this assignment: those assets identified in the exclusions box below and any assets expressly listed as excluded by Assignor in writing prior to the Effective Date.

2. CONSIDERATION

2.1 Purchase Price. In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (the "Purchase Price") in the manner set forth below.

3. ASSUMPTION OF OBLIGATIONS

3.1 Assumption. Effective as of the Effective Date, Assignee covenants and agrees to assume and perform those obligations of Assignor that are expressly listed in Attachment A to this Agreement and any other obligations that the Parties expressly agree in writing are to be assumed by Assignee. Assignee's obligation to assume liabilities shall be limited to those specifically described obligations and shall not include unknown contingent liabilities not identified in Attachment A.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Assigned Dealer Interests free and clear of any security interests, liens or encumbrances except those disclosed in writing to Assignee; (b) Assignor has full corporate authority to enter into this Agreement and effect the Transactions contemplated herein; and (c) there are no pending Actions that would prevent assignment of the Assigned Dealer Interests.

4.2 Assignee Representations. Assignee represents and warrants to Assignor that: (a) Assignee has the full power and authority to enter into this Agreement and to assume the obligations specified herein; (b) acceptance of the Assigned Dealer Interests will not violate any material agreement to which Assignee is a party; and (c) Assignee has sufficient financial capacity to satisfy the assumed obligations.

5. INDEMNIFICATION

5.1 Indemnification by Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations or obligations under this Agreement or any liabilities expressly retained by Assignor.

5.2 Indemnification by Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's failure to perform the assumed obligations or any breach of Assignee's representations under this Agreement.

6. CONDITIONS PRECEDENT

6.1 Conditions. The obligations of the Parties to effect the assignment and assumption contemplated by this Agreement are subject to the satisfaction or waiver on or before the Effective Date of the following conditions precedent: (a) receipt of any required third-party consents; (b) delivery of all documentation reasonably requested by Assignee to effect the transfer; and (c) accuracy of the representations and warranties as of the Effective Date.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall maintain in confidence and shall not disclose to any third party any Confidential Information received from the other Party in connection with this Agreement, except as required by law or with the prior written consent of the disclosing Party. "Confidential Information" includes business plans, pricing, customer lists and financial information furnished by one Party to the other in connection with the Transactions.

8. NOTICES

8.1 Method. All notices, demands and other communications required or permitted 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 to the other Party.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both Parties.

9.2 Waiver. No waiver of any breach or right under this Agreement shall be effective unless in writing signed by the waiving Party. The waiver of any breach shall not be deemed a waiver of any subsequent breach.

9.3 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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to principles of conflicts of laws.

10.2 Entire Agreement. This Agreement, including all attachments and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

11. MISCELLANEOUS PROVISIONS

11.1 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the purposes and intent of this Agreement.

11.2 Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or fiduciary relationship between the Parties except as expressly set forth herein.

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