Irrevocable Assignment Agreement

IRREVOCABLE ASSIGNMENT AGREEMENT

This Irrevocable Assignment Agreement (the Agreement) is made as of by and between Assignor Name: , an entity with type Entity Type: Individual Corporation Limited Liability Company , with principal address at (Assignor), and Assignee Name: , with principal address at (Assignee).

RECITALS

WHEREAS, Assignor is the sole or lawful owner of certain rights, claims, causes of action, accounts, contracts, licenses, intellectual property, proceeds and other assets described in Schedule A (collectively, the Assigned Assets); and

WHEREAS, Assignor desires to irrevocably assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Assets, and Assignee desires to accept such assignment, upon the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties acknowledge that this Assignment is intended to be irrevocable, absolute, and binding against Assignor and its successors and assigns.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Assigned Assets, whether now existing or hereafter arising, tangible or intangible, known or unknown, and wherever located. This assignment includes, without limitation, the right to sue, settle, collect, compromise and realize upon the Assigned Assets and to receive, enforce and apply all proceeds thereof.

1.2 Scope. The assignment effected hereby is absolute, unconditional and irrevocable, and shall be effective on the Effective Date. The parties intend that Assignee shall have full power to exercise, enforce, transfer, assign or otherwise dispose of any or all of the Assigned Assets without further consent from Assignor.

2. CONSIDERATION

2.1 Consideration. In consideration for the Assignment, Assignee shall pay to Assignor the sum of (the Consideration) or such other consideration as the parties have agreed in writing. Receipt and sufficiency of the Consideration are hereby acknowledged by Assignor.

3. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, as of the Effective Date:

(a) Assignor is the sole legal and beneficial owner of the Assigned Assets, free and clear of any security interest, lien, encumbrance, charge, pledge or restriction other than those disclosed in writing to Assignee and noted in Schedule A; and

(b) Assignor has full power, authority and legal right to execute, deliver and perform this Agreement and to grant the rights conveyed hereby; execution and performance of this Agreement by Assignor do not and will not violate any agreement, law, order or judgment binding on Assignor; and

(c) there are no pending actions, claims, demands or proceedings against Assignor that directly relate to the Assigned Assets, except as disclosed in Schedule A.

4. COVENANTS AND FURTHER ASSURANCES

4.1 Further Assurances. From time to time upon the reasonable request of Assignee and at Assignee's expense, Assignor shall execute and deliver such further instruments, affidavits, assignments, releases and other documents and shall take such further actions as may be necessary or desirable to effectuate, complete, confirm or perfect the transfer of the Assigned Assets to Assignee and to enable Assignee to exercise and enforce the rights assigned hereby.

4.2 Cooperation. Assignor shall cooperate with Assignee in the prosecution, defense and settlement of any suits, claims or proceedings relating to the Assigned Assets, including without limitation providing testimony or documents within Assignor's possession or control where reasonably requested by Assignee.

5. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, agents and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants set forth in this Agreement or from any claim by a third party asserting rights in or to the Assigned Assets that were not disclosed to Assignee prior to the Effective Date.

6. IRREVOCABILITY; NO REVERSAL

Assignor acknowledges and agrees that this Assignment is irrevocable and that Assignor shall not seek to rescind, revoke, cancel or otherwise set aside this Agreement or the transfers effected hereby. Any attempted revocation shall be void and of no force or effect.

7. NOTICES

Notices to Assignor:

Notices to Assignee:

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the party at its notice address specified above.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with the Schedules attached 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.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the original intent of the parties to the fullest extent permitted by law.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof. 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 transmitted by electronic means shall be effective as originals.

12. TAXES AND EXPENSES

Except as otherwise agreed in writing, each party shall bear its own costs and expenses in connection with the preparation, execution and performance of this Agreement. Any transfer, documentary, stamp or similar taxes, duties or fees incurred by reason of this Assignment shall be borne by .

SCHEDULE A — DESCRIPTION OF ASSIGNED ASSETS

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