Legal Assignee Form

LEGAL ASSIGNEE FORM

This Assignment Agreement (the "Agreement") is made as of Effective Date: by and between Assignor Name: (Assignor), an entity of type Individual Corporation LLC Partnership , with principal place of business at ; and Assignee Name: (Assignee), an entity of type Individual Corporation LLC Partnership , with principal place of business at .

RECITALS

WHEREAS, Assignor and Assignee are parties to or are related to a certain agreement entitled dated as of (the "Original Agreement");

WHEREAS, Assignor is the lawful owner, or has the right to assign, certain rights, interests and benefits described herein and more particularly in the Assignment Description below; and

WHEREAS, Assignee desires to accept such assignment and assume those obligations expressly set forth herein in consideration of the payments and covenants contained in this Agreement.

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

1. ASSIGNMENT

1.1 Assignment of Rights. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the following rights, property and benefits (the "Assigned Rights"):

1.2 Scope. The assignment includes all proceeds, claims, causes of action, rights to payment, and remedies arising from or related to the Assigned Rights, whether now existing or hereafter arising, unless expressly limited by written exception set forth in this Agreement.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (the "Consideration"), to be paid as follows:

3. REPRESENTATIONS AND WARRANTIES

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

(a) Assignor has full corporate or individual power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the performance of Assignor's obligations hereunder have been duly authorized by all necessary action; and this Agreement constitutes a valid and binding obligation of Assignor enforceable in accordance with its terms.

(b) Assignor is the sole legal owner of the Assigned Rights, free and clear of liens, encumbrances, security interests or other third-party claims, except as expressly disclosed in writing to Assignee. Any exceptions or reservations are described below:

3.2 By Assignee. Assignee represents that it has full power and authority to accept the assignment and perform its obligations hereunder and that its execution, delivery and performance of this Agreement do not violate any agreement or law applicable to Assignee.

4. ASSUMPTION OF OBLIGATIONS

4.1 Assumption. Subject to the express terms of this Agreement, Assignee hereby accepts the assignment and assumes only those liabilities and obligations, if any, specifically identified in writing and agreed to by Assignee. A statement of assumed liabilities (if any) is set forth below:

4.2 No Further Assumption. Except as expressly provided in Section 4.1, Assignee shall not assume and shall have no liability for any debts, obligations or liabilities of Assignor arising prior to the Effective Date.

5. FURTHER ASSURANCES

Assignor shall execute and deliver, and shall cause its officers and agents to execute and deliver, such further instruments and take such further actions as may be reasonably requested by Assignee to effectuate the purposes of this Agreement and to confirm the rights assigned hereby.

6. TAXES AND EXPENSES

Unless otherwise agreed in writing, each party shall bear its own taxes and expenses incurred in connection with the negotiation, execution and delivery of this Agreement. Any transfer taxes, documentary stamp taxes, recording fees or similar taxes arising from the assignment shall be allocated as follows:

7. NOTICES

All notices, consents and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, addressed as follows:

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. 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, understandings, negotiations and discussions, whether oral or written, of the parties.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions and the remainder of the affected provision shall continue in full force and effect to the fullest extent permitted by law.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

12. MISCELLANEOUS

12.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.2 Interpretation. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision hereof.

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