Legal Abandonment Agreement

LEGAL ABANDONMENT AGREEMENT

This Legal Abandonment Agreement ("Agreement") is made and entered into as of Date: by and between Releasor Name: entity type: Individual Corporation LLC and Releasee Name: entity type: Individual Corporation LLC (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Releasor claims or holds certain right, title, interest, lien, claim or possession described as: (the "Interest");

WHEREAS, the Parties desire to set forth the terms under which Releasor will irrevocably abandon, relinquish and release the Interest and any and all related claims, demands, liens or encumbrances against Releasee or the Property (as defined below);

WHEREAS, the Parties intend that upon the Effective Date the Interest shall be treated for all purposes as abandoned and of no further force or effect as against Releasee.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Effective Date" means the date specified in Section 2 below as the date upon which the abandonment and release become effective.

"Property" means the real or personal property, records, documents or other assets to which the Interest relates, further described in Section 2.

2. ABANDONMENT OF INTEREST

2.1 Abandonment. Subject to the terms and conditions of this Agreement, Releasor hereby irrevocably abandons, forfeits, and releases to Releasee all of Releasor's right, title, interest, claim and demand in and to the Interest, including any lien, encumbrance, claim for possession, or right to seek equitable relief, and agrees that such Interest shall be of no further force or effect as of the Effective Date.

Effective Date:

3. RELEASE AND WAIVER

3.1 Release by Releasor. Releasor, on behalf of itself and its successors, assigns, heirs, agents and representatives, hereby fully and forever releases, remises, discharges and acquits Releasee and Releasee's affiliates, officers, directors, employees, agents and assigns from any and all claims, causes of action, demands, liabilities, costs, expenses, liens and damages, whether known or unknown, arising out of or relating to the Interest.

3.2 Waiver of Unknown Claims. Releasor expressly waives, to the fullest extent permitted by law, any right to assert unknown claims relating to the Interest, and acknowledges that this waiver is a material part of the consideration for this Agreement.

4. CONSIDERATION

4.1 Consideration. The Parties acknowledge and agree that the obligations and releases in this Agreement constitute sufficient and adequate consideration for the abandonment and release of the Interest. If monetary consideration is payable, state amount below; if none, indicate "none".

5. REPRESENTATIONS AND WARRANTIES

5.1 Releasor's Representations. Releasor represents and warrants that: (a) Releasor is the current holder of the Interest and has the full right, power and authority to abandon and release the Interest as set forth herein; (b) the abandonment and release of the Interest will not violate any agreement to which Releasor is a party; and (c) there are no pending or threatened actions, suits, claims or proceedings by Releasor against Releasee with respect to the Interest except as disclosed in writing to Releasee.

5.2 Releasee's Representations. Releasee represents and warrants that: (a) it has the authority to accept the abandonment and release of the Interest; and (b) it will record, file or take such ministerial actions as reasonably necessary to evidence the abandonment where applicable.

6. INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless Releasee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or covenants contained in this Agreement or arising from any claim by a third party relating to the Interest that is based on facts existing prior to the Effective Date.

7. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier. Notice shall be effective upon receipt.

8. GOVERNING LAW; VENUE

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

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral.

9.2 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the Parties' intent.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures.

11. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The Parties agree to execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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