Legal Deed of Issuance

LEGAL DEED OF ISSUANCE

THIS LEGAL DEED OF ISSUANCE (this Deed) is made by and between Grantor Name: , an entity organized as Individual Corporation LLC Partnership Other , organized under the laws of , with principal address (Grantor); and Grantee Name: , an entity organized as Individual Corporation LLC Partnership Other , organized under the laws of , with principal address (Grantee). Grantor and Grantee are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Grantor is the lawful owner of certain instruments or rights described herein and has authority to issue the same; and

WHEREAS, Grantee desires to accept issuance of the instrument(s) described below upon the terms and conditions set forth in this Deed; and

WHEREAS, the Parties intend by this Deed to set forth the terms, representations, warranties, restrictions and remedies applicable to the issuance and acceptance of such instrument(s).

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

1. DEFINITIONS

1.1 Defined Terms. In this Deed, unless the context requires otherwise:

"Instrument" means the instrument, certificate, note, share, membership interest, warrant or other right to be issued by Grantor to Grantee as described in Section 2 and in Schedule A attached hereto by the Parties' agreement.

2. ISSUANCE

2.1 Issuance. Subject to the terms and conditions of this Deed, Grantor hereby issues and grants to Grantee and Grantee hereby accepts from Grantor the following instrument(s):

3. CONSIDERATION

3.1 Consideration. As full and adequate consideration for the issuance described in Section 2, the Parties acknowledge receipt of the following consideration:

4. REPRESENTATIONS AND WARRANTIES

4.1 Grantor Representations. Grantor represents and warrants to Grantee that, as of the Effective Date:

(a) Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the opening paragraph and has the corporate or entity power and authority to execute, deliver and perform this Deed; and

(b) The execution, delivery and performance by Grantor of this Deed have been duly authorized by all necessary entity action and do not and will not violate any agreement, instrument or law binding on Grantor.

4.2 Grantee Representations. Grantee represents and warrants to Grantor that Grantee has full power and authority to accept the issuance and to perform its obligations hereunder.

5. TRANSFER RESTRICTIONS

5.1 Restrictive Legend; Conditions. All instrument(s) issued pursuant to this Deed shall bear any legends required by applicable law or by the terms of this Deed, including, without limitation, restrictions on transfer and resale. Grantee agrees not to transfer, pledge, encumber or otherwise dispose of such instrument(s) except in compliance with applicable securities laws and the restrictions set forth herein.

5.2 Right of First Refusal. If a restriction or right of first refusal applies, the Parties shall set forth such terms in the Additional Terms field below.

6. DELIVERY AND ACCEPTANCE

6.1 Delivery. Grantor shall deliver to Grantee, or to Grantee's designated agent, the instrument(s) described in Section 2 upon satisfaction of the conditions precedent described herein.

6.2 Acceptance. Grantee shall accept delivery by signing this Deed and by performing its obligations and providing any required consideration.

7. COVENANTS

7.1 Further Assurances. Each Party covenants to execute and deliver such additional documents and to take such further actions as may be reasonably necessary to effectuate the purposes of this Deed.

8. INDEMNIFICATION

8.1 Indemnification by Grantor. Grantor agrees to indemnify, defend and hold harmless Grantee from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of a breach of Grantor's representations, warranties or covenants in this Deed.

8.2 Indemnification by Grantee. Grantee agrees to indemnify, defend and hold harmless Grantor from and against any losses, claims, damages or liabilities arising out of Grantee's misuse of the instrument(s) or breach of its representations or obligations hereunder.

9. NOTICES

9.1 Method. All notices, requests, demands and other communications under this Deed shall be in writing and delivered by hand, by nationally recognized overnight courier, by registered or certified mail (return receipt requested), or by electronic transmission where receipt is acknowledged by the receiving Party.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Deed, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Deed shall be effective unless made in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party to exercise any right or remedy will operate as a waiver.

13. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, the remainder of this Deed shall be enforced to the fullest extent permitted by law and the invalid, illegal or unenforceable provision shall be reformed to reflect the Parties' original intent.

14. COUNTERPARTS

This Deed may be executed in counterparts, each of which when executed will be deemed an original, but all of which together will constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

ADDITIONAL PROVISIONS

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