Legal Option Notice

LEGAL OPTION NOTICE

This Legal Option Notice (the "Notice") is delivered by Optionor Name: (the "Optionor") to Optionee Name: (the "Optionee") pursuant to the Option Agreement dated , with respect to the asset identified below. This Notice constitutes the Optionee's election to exercise rights as set forth herein and in the Option Agreement.

RECITALS

WHEREAS, Optionor is the owner of, or has the legal authority to grant an option in, the property or asset described as follows:

WHEREAS, Optionor and Optionee previously entered into an Option Agreement that grants Optionee the right, but not the obligation, to purchase or otherwise acquire the described asset upon the terms and conditions set forth therein; and

WHEREAS, Optionee desires to exercise the Option in accordance with the Option Agreement and Optionor wishes to acknowledge receipt of this Notice and confirm the procedures and timing for completion of the transaction.

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

1. NOTICE OF EXERCISE

Optionee hereby provides formal notice to Optionor of Optionee's election to exercise the Option described in the Option Agreement. The effective date of this exercise is (the "Exercise Date"). This Exercise is made in accordance with the conditions and procedures specified in the Option Agreement and is intended to be a binding and irrevocable election to proceed to closing subject to the terms of Section 3 below.

2. OPTION TERMS AND PURCHASE PRICE

The purchase price for the Asset upon closing shall be (the "Purchase Price"). The Purchase Price shall be paid as follows: Deposit of upon execution of this Notice (if applicable), with the balance payable at Closing by the method described in Section 3.

3. CLOSING; PAYMENT; CONDITIONS

Closing shall occur on or before at the office of Escrow Agent: , or at such other place as the parties mutually agree in writing. At Closing, Optionor shall execute and deliver all conveyances, bills of sale, assignments, releases and other documents reasonably necessary to transfer title and possession of the Asset free and clear of liens and encumbrances, except as permitted by the Option Agreement.

The obligations of the parties at Closing are conditioned upon each party's performance of all material covenants and the accuracy of each party's representations and warranties as of the Closing date. If a closing condition is not satisfied, the non-breaching party may pursue any remedy provided in the Option Agreement or at law.

4. METHOD OF PAYMENT

Payment of the Purchase Price shall be by the following method: . If payment is subject to third-party financing, indicate financing contingency: Contingent upon financing approval

5. DELIVERY AND TRANSFER

Optionor shall deliver to Optionee at Closing all instruments reasonably necessary to vest good and marketable title in Optionee, including any required releases, endorsements, and certificates. Risk of loss for the Asset shall remain with Optionor until Closing, except as otherwise provided in the Option Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (a) it has full power and authority to enter into and perform this Notice; (b) this Notice is a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Notice does not violate any agreement, law, or court order applicable to such party. Optionor further represents that, to its knowledge, there are no outstanding agreements or claims that would prevent transfer of the Asset on the terms set forth herein.

7. NOTICES

All notices, demands, consents, approvals, requests and other communications required or permitted under this Notice shall be in writing and shall be delivered to the parties at the following addresses by hand, nationally recognized overnight carrier, or certified mail (return receipt requested):

Notice is effective upon receipt as evidenced by written receipt or delivery confirmation. Either party may change its address for notice by providing written notice of such change to the other party in accordance with this Section.

8. DEFAULT; REMEDIES

If either party breaches this Notice or the Option Agreement, the non-breaching party shall be entitled to exercise all remedies available at law or in equity, including specific performance where appropriate. The election of any remedy shall not preclude the election of any other remedy.

9. GOVERNING LAW; VENUE

This Notice and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the state specified in the Option Agreement. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of any disputes.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Notice, together with the Option Agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Notice is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment, modification or waiver of any provision of this Notice shall be effective unless made in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

11. COUNTERPARTS; EXECUTION

This Notice 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. Signatures delivered by electronic transmission shall be effective to bind the parties.

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