Legal Purchase Letter

LEGAL PURCHASE LETTER

This Legal Purchase Letter (the "Letter") is made as of by and between Purchaser Name: whose address is , and Seller Name: whose address is .

RECITALS

WHEREAS, Seller is the owner of certain assets described below and desires to sell and assign such assets to Purchaser on the terms set forth herein; and

WHEREAS, Purchaser desires to purchase and acquire from Seller, and Seller desires to sell and transfer to Purchaser, the assets described in Section 1 (the "Assets") for the Purchase Price defined below; and

WHEREAS, the parties intend that the transactions contemplated by this Letter be consummated pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, the following terms have the meanings set forth below:

"Assets" means the tangible and intangible assets described in Section 1.1, including but not limited to inventory, equipment, contracts listed in Schedule A, intellectual property, and goodwill to the extent assigned by Seller.

"Purchase Price" means the aggregate consideration payable by Purchaser to Seller as set forth in Section 2.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms and conditions of this Letter, Seller agrees to sell, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, all of Seller's right, title and interest in and to the Assets.

2.2 Description of Assets. The Assets include the following described items and obligations:

2.3 Purchase Price. The Purchase Price shall be (the "Purchase Price"), payable as follows: a deposit in the amount of upon execution of this Letter and the balance at Closing as provided in Section 3.

3. PAYMENT AND CLOSING

3.1 Closing Date. The closing of the transactions contemplated by this Letter (the "Closing") shall occur on or at such other time and place as the parties may agree in writing.

3.2 Payment at Closing. At Closing, Purchaser shall pay the balance of the Purchase Price by wire transfer to an account designated by Seller or by other immediately available funds, and Seller shall deliver to Purchaser all documents of transfer and assignment reasonably necessary to vest good and marketable title to the Assets in Purchaser, free and clear of liens except those expressly permitted in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller's Representations. Seller represents and warrants to Purchaser that, as of the date hereof and as of the Closing: (a) Seller has full power and authority to enter into and perform this Letter; (b) Seller is the lawful owner of the Assets and has the right to transfer such Assets free and clear of all liens, claims and encumbrances except as disclosed in writing; (c) there is no pending litigation, action or proceeding that would reasonably be expected to materially impair the Assets or the ability of Seller to consummate the transactions contemplated by this Letter.

4.2 Purchaser's Representations. Purchaser represents and warrants to Seller that Purchaser has full power and authority to enter into this Letter and to consummate the transactions contemplated hereby and that the execution and delivery of this Letter has been duly authorized by all necessary action on the part of Purchaser.

5. COVENANTS

From the date of this Letter until the Closing, Seller shall (a) operate the business in the ordinary course consistent with past practice, (b) preserve the Assets in substantially the same condition, subject to ordinary wear and tear, and (c) not enter into any agreement that would materially impair the Assets or breach any representation made herein without Purchaser's prior written consent.

6. CONDITIONS TO CLOSING

The obligations of each party to consummate the Closing are subject to the satisfaction or mutual waiver at Closing of customary conditions including: (a) the accuracy of the other party's representations and warranties as of the Closing, (b) performance by the other party of its covenants and agreements, and (c) the delivery of instruments of transfer and any required third-party consents listed on Schedule B.

7. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Purchaser and its affiliates and their respective officers, directors and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants set forth in this Letter. Purchaser shall indemnify Seller for any breach of Purchaser's representations, warranties or covenants. The obligations in this Section shall survive Closing for a period of .

8. LIMITATION OF LIABILITY

Except for claims arising from fraud, willful misconduct or indemnification obligations under Section 7, in no event shall either party's aggregate liability to the other under this Letter exceed the Purchase Price.

9. NOTICES

Notices to Purchaser

Notices to Seller

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or when received by certified mail, return receipt requested, or by nationally recognized overnight courier service to the addresses provided herein (or to such other address as either party may designate by notice in accordance with this Section).

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER

This Letter constitutes the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. If any provision of this Letter is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. This Letter may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

12. MISCELLANEOUS

12.1 Further Assurances. Each party shall execute and deliver such other instruments and take such other actions as may be necessary or desirable to effectuate the transactions contemplated by this Letter.

12.2 Counterparts; Electronic Signatures. This Letter 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 electronically or by facsimile shall be deemed to be original signatures.

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