Legal Buyer Transfer Amendment

LEGAL BUYER TRANSFER AMENDMENT

This Buyer Transfer Amendment (this "Amendment") is made as of by and between Seller Name: and New Buyer (Transferee) Name: . The Seller and Transferee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, on or about the Parties (or prior parties) entered into a Purchase Agreement or related agreement identified as: (the "Agreement");

WHEREAS, Original Buyer Name: seeks to transfer and assign certain rights and obligations under the Agreement to Transferee, and Seller has agreed to consent to such transfer upon the terms and conditions set forth in this Amendment;

WHEREAS, the Parties desire to set forth the terms on which the transfer shall be effective and the Transferee shall assume the assigned obligations.

NOW, THEREFORE

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. AMENDMENT TO AGREEMENT

Effective as of the Effective Date (as defined below), the Agreement is hereby amended solely to the extent necessary to permit the assignment by Original Buyer to Transferee of the Buyer rights and interests described in this Amendment. Except as expressly modified by this Amendment, the Agreement remains in full force and effect.

2. TRANSFER; ASSIGNMENT AND ASSUMPTION

2.1 Assignment. Original Buyer hereby assigns, transfers and conveys to Transferee the Assigned Rights described in this Amendment to the extent transferable under the Agreement and Applicable Law. Assigned Rights:

2.2 Assumption. Transferee accepts and hereby assumes all Assigned Rights and agrees to perform all duties, obligations and liabilities of the Buyer under the Agreement arising on or after the Effective Date with respect to the Assigned Rights.

3. CONSIDERATION

As consideration for the Seller's consent and for the assignment and assumption described herein, Transferee shall pay to Seller or as otherwise directed the sum of $ on or before . Payment of such sum shall be a material condition to the effectiveness of this Amendment.

4. RELEASE AND LIMITATION OF LIABILITY

Upon the Effective Date and full performance by Transferee of the obligations in Section 2.2 and Section 3, Seller hereby releases Original Buyer from further obligations under the Agreement limited to the Assigned Rights. This release does not apply to obligations expressly retained by Original Buyer in a written instrument separate from this Amendment.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full right, power and authority to enter into and perform this Amendment; (b) the execution and delivery of this Amendment and the performance hereof have been duly authorized by all necessary corporate or other action; and (c) this Amendment constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6. CONDITIONS PRECEDENT

The obligations of the Parties under this Amendment are subject to the satisfaction on or before the Effective Date of the following conditions precedent: (a) receipt by Seller of the executed counterpart of this Amendment by Transferee; (b) receipt by Seller of the consideration set forth in Section 3; and (c) delivery of any documents reasonably requested to evidence the assignment and assumption.

7. EFFECTIVE DATE

The "Effective Date" of this Amendment shall be , provided that all conditions precedent in Section 6 have been satisfied or waived in writing.

8. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

9. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

This Amendment, together with the Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Amendment is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it valid and enforceable.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Amendment may be amended or modified only by an instrument in writing signed by the Parties. No waiver of any provision of this Amendment shall be effective unless in writing and signed by the Party against whom the waiver is asserted. This Amendment 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.

13. FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and take such further actions as may reasonably be required to carry out the intent and purposes of this Amendment.

14. MISCELLANEOUS PROVISIONS

The headings in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. References to this Amendment include all schedules and exhibits hereto.

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