Legal Allotment Document

LEGAL ALLOTMENT DOCUMENT

This Legal Allotment Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: with principal address at (hereinafter "Allotter"), and Party B Name: with principal address at (hereinafter "Allottee"). The Allotter and Allottee are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, the Allotter holds certain rights, interests, or property described herein and desires to allot, transfer or otherwise allocate such rights, interests, or property to the Allottee pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Allottee desires to accept such allotment and perform the obligations and provide the consideration described in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights, duties and obligations in writing and to provide for the orderly allotment and transfer of the described assets on the terms set forth below.

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

1. Definitions

For the purposes of this Agreement the following terms shall have the meanings set forth below: "Allotment" means the allocation, transfer or issuance of the rights, interests, property or assets described in Section 2; "Effective Date" means the date specified above; "Property" means the specific assets, shares, parcels, or rights described in the Allotment Schedule.

2. Allotment

2.1 Allotment. Subject to the terms and conditions of this Agreement, the Allotter hereby allots to the Allottee, and the Allottee hereby accepts, the Property described in the Allotment Schedule attached hereto and set forth below. Title to and risk of loss for each item shall pass as provided in Section 6.

Allotment Schedule

Allotter identifies the Property being allotted as follows. Provide a detailed description, unique identifiers, serial numbers, share classes, parcel numbers, or other identifying information sufficient to describe the Property.

3. Consideration

3.1 Consideration. The Allottee shall provide the following consideration to the Allotter in exchange for the Allotment: cash, promissory obligations, services, or other consideration as described below.

4. Representations and Warranties

4.1 Representations of Allotter. The Allotter represents and warrants that (a) it is the lawful owner of the Property to be allotted and has full power and authority to effect the Allotment; (b) the Property is free and clear of liens, encumbrances, or adverse claims except as disclosed in writing to the Allottee; and (c) execution and performance of this Agreement will not violate any agreement, law, or order binding on the Allotter.

4.2 Representations of Allottee. The Allottee represents and warrants that it has the power and authority to enter into this Agreement, that it has reviewed the Property and accepts the same subject to the representations and warranties herein, and that its execution and performance will not contravene any applicable law or contractual obligation.

5. Covenants

Each Party covenants to take all commercially reasonable actions necessary to effectuate the Allotment, to execute and deliver such instruments of transfer as may be necessary to pass good and marketable title, and to cooperate in good faith to accomplish the intent of this Agreement. Neither Party shall take any action that would impair the other Party's rights hereunder prior to the Effective Date and any applicable closing.

6. Conditions to Allotment and Closing

6.1 Conditions Precedent. The obligations of the Parties to consummate the Allotment are subject to the satisfaction (or waiver in writing) of the following conditions: satisfactory completion of any required approvals, delivery of required instruments of transfer, payment of consideration, and absence of any injunctive or restraining order preventing transfer.

7. Delivery and Transfer

Upon satisfaction of the Conditions Precedent, the Allotter shall execute and deliver to the Allottee such deeds, instruments, certificates, endorsements, stock powers, assignments, or other documents as are necessary to effectuate the transfer of the Property. Delivery may be accomplished by physical delivery, electronic transmission, or by deposit with an agreed escrow agent, as applicable.

8. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party 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 such Party's representations, warranties, covenants or obligations under this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

9. Limitation of Liability

Except for willful misconduct, fraud, or breach of fundamental representations regarding title, neither Party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages arising out of or relating to this Agreement.

10. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the domestic postal service by certified or registered mail, postage prepaid, addressed to the Parties at their respective notice addresses set forth below or to such other address as either Party may designate by notice to the other.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

12. Entire Agreement

This Agreement, together with any exhibits, schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

13. Severability

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 in any way be affected or impaired.

14. Amendments; Waiver; Counterparts

Any amendment or modification of this Agreement must be in writing signed by both Parties. Failure by a Party to insist upon strict performance of any provision shall not be deemed a waiver of rights. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

15. Miscellaneous

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets. 15.2 Remedies. Except as otherwise set forth herein, the Parties acknowledge that monetary damages may be insufficient to remedy a breach and that injunctive relief may be sought in addition to other remedies. 15.3 Costs. If any action is necessary to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

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