Legal Ownership Form

LEGAL OWNERSHIP FORM

This Legal Ownership Form is made effective as of , (the Effective Date), by and between Owner: , an entity of type Individual Corporation Limited Liability Company Partnership, with principal address ; and Assignee/Claimant: , with principal address .

RECITALS

WHEREAS, Owner is the current legal and beneficial owner of the asset described as (the "Asset"), identified by identification number or serial/title number .

WHEREAS, Owner acquired the Asset on or about , for consideration in the amount of .

WHEREAS, the parties desire to record the ownership, and to set forth the respective rights and obligations of the parties with respect to the Asset as provided below.

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

1. DEFINITIONS

For purposes of this Form, the following terms have the meanings set forth below: "Asset" means the property described in the Recitals; "Effective Date" means the date first written above; "Encumbrances" means any lien, security interest, pledge, charge, claim, right of use, restriction on transfer or other adverse interest in or with respect to the Asset.

2. DECLARATION OF OWNERSHIP

Owner hereby declares and confirms that, as of the Effective Date, Owner is the sole legal and beneficial owner of the Asset and holds good, marketable, and insurable title thereto, free and clear of all Encumbrances except those disclosed in the section entitled "Disclosure of Encumbrances" below. Owner acknowledges that this declaration may be relied upon by Assignee and third parties for the purpose of establishing title and ownership rights.

3. DISCLOSURE OF ENCUMBRANCES

Owner discloses the following Encumbrances, if any. If none, state "None".

4. CONSIDERATION AND TRANSFER

If any transfer of title is intended by the parties, such transfer shall be effected by execution and delivery of appropriate instruments of assignment and transfer and, where applicable, by filing or recording the same in the public records. The parties acknowledge and agree that consideration for any transfer shall be as follows:

5. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants to Assignee as of the Effective Date that: (a) Owner has full power and authority to execute and deliver this Form and to perform its obligations hereunder; (b) Owner is the sole legal and beneficial owner of the Asset; (c) Owner's title to the Asset is free and clear of all Encumbrances except those disclosed in this Form; (d) there is no pending or, to Owner's knowledge, threatened litigation, claim or proceeding relating to the Asset that would materially impair Owner's title; and (e) the execution, delivery and performance of this Form do not violate any agreement to which Owner is a party.

6. COVENANTS; FURTHER ASSURANCES

Owner covenants that it will take such further actions and execute such documents as may be reasonably necessary to effectuate the purposes of this Form, including signing and delivering affidavits, assignments, bills of sale, consents and other instruments and to cooperate in any filing or recording required to evidence title as contemplated herein.

7. INDEMNIFICATION

Owner agrees to indemnify, defend and hold harmless Assignee and its officers, directors, agents and employees from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of Owner's representations, warranties or covenants contained in this Form. Assignee's remedies shall include specific performance, injunctive relief and recovery of damages as provided by law.

8. RECORDING AND EVIDENCE

Where appropriate and permitted by law, the parties agree to execute and file such instruments as are necessary to record this ownership declaration or transfer in the applicable official records. Owner shall furnish to Assignee, upon reasonable request, any supporting documents evidencing Owner's title, payment, maintenance, or other matters relevant to the Asset.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate in writing.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Form 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, between the parties relating to such subject matter.

12. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Form shall be effective unless in writing and signed by both parties. No waiver of any right or remedy under this Form shall be effective unless in writing and signed by the party granting such waiver. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS

The headings in this Form are for convenience only and shall not affect the interpretation of this Form. The parties confirm that they have read and understand the terms and that they have the authority to execute this Form.

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