Legal Purchase Agreement

LEGAL PURCHASE AGREEMENT

This Legal Purchase Agreement (the Agreement) is entered into as of Effective Date: by and between Seller: , an entity of type Individual Corporation LLC Partnership and Buyer: , an entity of type Individual Corporation LLC Partnership (each a Party and collectively the Parties).

RECITALS

WHEREAS, Seller owns and has the right to sell the property and assets described as Assets: ; and

WHEREAS, Buyer desires to purchase and Seller desires to sell such Assets on the terms and conditions set forth in this Agreement.

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

1. PURCHASE AND SALE

1.1 Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, all rights, title and interest in and to the Assets described in Section 1.2 for the Purchase Price set forth in Section 2.

1.2 Assets. The Assets to be sold and transferred hereunder consist of the following:

2. PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The aggregate purchase price for the Assets shall be Purchase Price: (the Purchase Price), payable as set forth in this Agreement.

2.2 Deposit. Upon execution of this Agreement Buyer shall deliver to Escrow Agent a deposit in the amount of Deposit Amount: , to be applied against the Purchase Price at Closing or returned only as permitted by this Agreement.

2.3 Payment at Closing. At the Closing, Buyer shall pay the balance of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller or by such other method as the Parties shall agree in writing.

3. CLOSING

3.1 Closing Date and Location. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on Closing Date: at Location: , or at such other time and place as the Parties may mutually agree in writing.

3.2 Closing Deliverables.

(a) At Closing Seller shall deliver to Buyer: (i) a bill of sale and such other instruments of transfer as are necessary to vest in Buyer good and marketable title to the Assets free and clear of all liens and encumbrances except as expressly set forth in this Agreement; (ii) certificates of authority or resolutions, if required, evidencing Seller's authorization to execute and deliver this Agreement and effect the transactions contemplated herein.

(b) At Closing Buyer shall deliver to Seller: (i) the balance of the Purchase Price in accordance with Section 2.3; and (ii) such other instruments as Seller may reasonably request to effectuate the transaction.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer as of the date hereof and as of the Closing that: (a) Seller has good and marketable title to the Assets, free and clear of all liens, claims and encumbrances except as disclosed in Seller's written disclosures; (b) Seller has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (c) there are no pending or, to Seller's knowledge, threatened legal actions, claims or proceedings that would reasonably be expected to impair Seller's ability to perform its obligations hereunder.

4.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has the full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (b) Buyer has the financial capacity to pay the Purchase Price in the manner provided herein.

5. COVENANTS

5.1 Conduct Prior to Closing. From the date hereof until the Closing, Seller shall operate the Assets in the ordinary course of business and shall not: (a) sell, transfer or encumber any of the Assets except in the ordinary course; (b) incur any liability that would materially impair the Assets; or (c) agree to any lease, contract or commitment binding on the Assets after Closing without Buyer's prior written consent.

5.2 Further Assurances. Each Party shall execute and deliver such additional instruments and take such further actions as may be reasonably requested to effectuate the transactions contemplated by this Agreement.

6. INDEMNIFICATION

6.1 Survival and Scope. Subject to the limitations and qualifications herein, each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of a representation, warranty or covenant contained in this Agreement by the Indemnifying Party; and (b) facts or circumstances existing prior to the Closing that give rise to third-party claims against the Indemnified Party.

7. LIMITATION OF LIABILITY

Except for fraud, willful misconduct or breaches of fundamental representations and obligations, neither Party shall be liable to the other for lost profits, consequential, incidental or punitive damages. The aggregate liability of a Party for claims arising under or relating to this Agreement shall not exceed the Purchase Price paid by Buyer.

8. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or such other address as a Party designates by notice hereunder. Notices shall be effective upon receipt.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether written or oral.

10.2 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

11.2 Counterparts and Electronic Signatures. This Agreement 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 means (including facsimile or scanned image) shall be deemed originals for all purposes.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

12.2 Costs. Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and performance of this Agreement, including attorneys' fees.

SIGNATURES

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