Exchange Agreement

EXCHANGE AGREEMENT

This Exchange Agreement (the "Agreement") is entered into as of by and between Party A: with a principal place of business at , and Party B: with a principal place of business at . Each of Party A and Party B may be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A owns, controls or has rights to certain assets, properties, interests or rights described as follows:

WHEREAS, Party B owns, controls or has rights to certain assets, properties, interests or rights described as follows:

WHEREAS, the Parties desire to effect an exchange of the foregoing assets on the terms and conditions set forth herein for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and representations contained herein, and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Exchange Assets" means, collectively, the assets, rights and properties to be transferred by each Party as set forth in the respective asset descriptions provided in the Recitals and any schedules attached hereto. Any item not expressly identified as an Exchange Asset shall remain the property of the transferring Party.

1.2 "Closing" means the consummation of the exchange of Exchange Assets in accordance with Section 4.

2. EXCHANGE

2.1 On the terms and subject to the conditions of this Agreement, at the Closing each Party shall transfer, assign and convey good and marketable title to its Exchange Assets to the other Party, free and clear of all Encumbrances except as expressly permitted by this Agreement ("Permitted Encumbrances"). Transfers shall be by appropriate instruments of conveyance, assignment or other transfer documents reasonably acceptable to the receiving Party.

2.2 Each Party shall execute and deliver at Closing those certificates, bills of sale, assignments, affidavits and other instruments reasonably necessary to vest full legal title in the receiving Party and to effect the purposes of the exchange contemplated by this Agreement.

3. CONSIDERATION AND ALLOCATION

3.1 The Parties acknowledge and agree that the consideration for the exchange shall consist of the exchange of the Exchange Assets and the following additional consideration (if any):

3.2 For tax and accounting purposes, the Parties agree to allocate the aggregate consideration among the Exchange Assets in accordance with the allocation schedule attached hereto and mutually agreed in writing prior to Closing. In the absence of a written schedule, allocation shall be on a fair market value basis as determined in good faith by the Parties.

4. CLOSING

4.1 The Closing shall occur on (the "Closing Date") at a location mutually agreed by the Parties or remotely by exchange of documents and electronic delivery where permitted.

4.2 At or prior to the Closing each Party shall deliver all instruments and documents reasonably necessary to effect the transfer of its Exchange Assets and to satisfy the conditions to Closing set forth in Section 5.

5. CONDITIONS TO CLOSING

5.1 The obligations of each Party to consummate the Closing are subject to the satisfaction (or written waiver) of the following conditions: (a) the other Party's representations and warranties set forth in Section 6 shall be true and correct in all material respects as of the Closing Date; (b) all required approvals, consents and third-party consents shall have been obtained; and (c) no injunction or other legal restraint shall be in effect preventing the consummation of the transactions contemplated hereby.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party hereby represents and warrants to the other Party as of the Effective Date and as of the Closing Date that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has full corporate or other power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; (c) the execution, delivery and performance of this Agreement by the representing Party have been duly authorized by all necessary action; and (d) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and equitable principles.

6.2 Party A further represents that, to its knowledge after reasonable inquiry, its Exchange Assets are not subject to any material undisclosed liabilities except as expressly disclosed in writing to Party B prior to the Effective Date.

6.3 Party B further represents that, to its knowledge after reasonable inquiry, its Exchange Assets are not subject to any material undisclosed liabilities except as expressly disclosed in writing to Party A prior to the Effective Date.

7. COVENANTS

7.1 Each Party shall use commercially reasonable efforts to obtain all consents, waivers and approvals necessary to permit the consummation of the transactions contemplated by this Agreement and shall cooperate in good faith with the other Party to effect the Closing.

7.2 From and after the Closing, each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the transfers contemplated hereby and to carry out the intent of this Agreement.

8. TAXES

8.1 Unless otherwise agreed in writing, all transfer, documentary, sales and similar taxes arising out of the transfer of Exchange Assets shall be borne by the Party required by applicable law to pay such tax. Each Party shall cooperate in good faith to minimize taxes and shall provide reasonable documentation reasonably requested by the other Party for tax reporting purposes.

9. INDEMNIFICATION

9.1 Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities and costs (including reasonable attorneys' fees and expenses) arising out of or resulting from: (a) any breach of any representation, warranty or covenant of the Indemnifying Party contained in this Agreement; and (b) any liabilities relating to the Exchange Assets that were not disclosed in writing to the receiving Party prior to the Effective Date.

9.2 The Indemnified Party shall provide prompt written notice to the Indemnifying Party of any claim for which indemnity is sought and shall permit the Indemnifying Party, at the Indemnifying Party's cost, to assume the defense of such claim. Failure to give prompt notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby.

10. CONFIDENTIALITY

10.1 Each Party acknowledges that information regarding the other Party's business, assets and operations may be disclosed in connection with the negotiation and performance of this Agreement. Except as required by law, neither Party shall disclose such confidential information to third parties without the prior written consent of the disclosing Party and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information.

11. REMEDIES; LIMITATION OF LIABILITY

11.1 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that, in addition to any other remedy, a non-breaching Party shall be entitled to seek specific performance or injunctive relief.

11.2 EXCEPT FOR A PARTY'S OBLIGATIONS TO INDEMNIFY FOR FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

12. NOTICES

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties:

13.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings between the Parties concerning the same.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and this Agreement shall be reformed, construed and enforced to effectuate the Intent of the Parties to the fullest extent permitted by applicable law.

13.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

13.5 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 means shall be deemed original signatures.

13.6 Assignment. Except as expressly provided herein, neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party; any attempted assignment without such consent shall be void.

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