Final Sale and Purchase Agreement

FINAL SALE AND PURCHASE AGREEMENT

This Final Sale and Purchase Agreement (the "Agreement") is made and entered into on by and between Seller Name: with principal address (the "Seller"), and Buyer Name: with principal address (the "Buyer").

RECITALS

WHEREAS, Seller is the owner of certain assets, rights and interests described in Schedule A attached hereto and incorporated herein (the "Purchased Assets"); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of Seller's rights, title and interest in and to the Purchased Assets, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to constitute the final, integrated expression of the parties' agreement with respect to the sale and purchase of the Purchased Assets.

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

1. DEFINITIONS

In this Agreement the following terms have the meanings set forth below:

"Purchased Assets" means the assets, property and rights set forth in Schedule A and any other assets specifically transferred pursuant to this Agreement.

"Excluded Assets" means the assets expressly retained by Seller as set forth in Schedule B.

"Closing" means the consummation of the transactions contemplated by this Agreement to occur on the Closing Date.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and transfer to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller's rights, title and interest in and to the Purchased Assets, free and clear of any liens, encumbrances or adverse claims except as expressly permitted by this Agreement.

3. PURCHASE PRICE

The aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be $ (US Dollars), subject to adjustments set forth in this Agreement.

4. PAYMENT; DEPOSIT; ESCROW

At the execution of this Agreement Buyer shall deliver to Seller or to the escrow agent designated below a deposit of $ (the "Deposit"), to be applied to the Purchase Price at Closing. The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available funds, unless otherwise agreed in writing.

5. CLOSING

The Closing shall take place at such time and place as the parties shall mutually agree, but no later than (the "Closing Date").

At Closing, Seller shall deliver to Buyer all instruments of transfer and assignment reasonably necessary to transfer good and marketable title to the Purchased Assets to Buyer, free and clear of any liens or encumbrances other than Permitted Encumbrances.

6. CLOSING DELIVERABLES

Seller Deliverables: At Closing, Seller shall deliver (i) a duly executed Bill of Sale transferring the Purchased Assets; (ii) assignments of the contracts and permits described in Schedule A, to the extent assignable; and (iii) certificates of good standing and officers' certificates evidencing authority to enter into this Agreement.

Buyer Deliverables: At Closing, Buyer shall deliver (i) the Purchase Price as provided herein; (ii) a certificate of authority or other evidence of authority of Buyer to enter this Agreement; and (iii) such other instruments as reasonably required to effect the transfer.

7. REPRESENTATIONS AND WARRANTIES

7.1 Seller Representations. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that:

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

(b) Seller has good and marketable title to the Purchased Assets, free and clear of all liens and encumbrances except those disclosed in Schedule C.

7.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into and perform this Agreement and that the consummation of the transactions contemplated hereby will not violate any material agreement or law applicable to Buyer.

8. COVENANTS

From the date of this Agreement until the Closing, Seller shall (i) operate the business in the ordinary course consistent with past practices; (ii) preserve intact the Purchased Assets; and (iii) not sell, transfer or encumber any of the Purchased Assets except as expressly permitted by this Agreement.

9. CONDITIONS PRECEDENT

The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent, unless waived in writing: (a) all representations and warranties of the other party are true and correct in all material respects as of the Closing Date; (b) each party has performed in all material respects its covenants and agreements required to be performed on or before the Closing; and (c) all necessary consents and approvals required for the transfer shall have been obtained.

10. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Seller's representations, warranties or covenants contained herein. Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any losses arising from Buyer's breach of its representations, warranties or covenants.

11. LIMITATION OF LIABILITY

Except for willful misconduct or fraud, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the Purchase Price except for liabilities arising from fraudulent misrepresentation or willful misconduct.

12. TAXES AND PRORATIONS

All taxes, assessments, rents, utilities, and other charges attributable to the Purchased Assets shall be prorated between Seller and Buyer as of the Closing Date. Except as otherwise provided herein, Buyer shall be responsible for any transfer taxes, recording fees and similar costs associated with the transfer of the Purchased Assets.

13. RISK OF LOSS

Risk of loss with respect to the Purchased Assets shall remain with Seller until the Closing, at which time all risk shall pass to Buyer, except as otherwise provided in this Agreement.

14. NOTICES

All notices, requests, demands or other communications required or permitted hereunder shall be in writing and delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by email with confirmation of receipt to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county designated by the parties for resolution of any dispute arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all Schedules and Exhibits hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, agreements and understandings, whether written or oral. 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 thereby and the parties shall endeavor to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial intent of the invalid, illegal or unenforceable provision.

17. AMENDMENTS; WAIVER; COUNTERPARTS; EXPENSES

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be a waiver of such provision. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the negotiation and consummation of the transactions contemplated hereby.

18. MISCELLANEOUS

Headings contained in this Agreement are included for convenience only and shall not affect the interpretation of this Agreement. References to Sections, Schedules and Exhibits are references to sections of and schedules and exhibits to this Agreement unless otherwise indicated.

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