Legal Surrender Document

LEGAL SURRENDER DOCUMENT

This Legal Surrender Document (the "Agreement") is made effective as of by and between Surrendering Party: and Receiving Party: .

RECITALS

WHEREAS, Surrendering Party is the owner or lawful possessor of certain property, rights and interests described in Schedule A attached hereto (the "Property"); and

WHEREAS, Surrendering Party desires to surrender, release and transfer all of its right, title and interest in and to the Property to Receiving Party, and Receiving Party is willing to accept such surrender on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this surrender shall operate as a final, voluntary and unconditional relinquishment of the rights described herein and shall fully resolve and extinguish the Surrendering Party's claims, obligations and ownership related to the Property, subject to the terms below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement 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 Agreement, the following terms shall have the meanings set forth below. "Property" means the assets, rights, claims, interests and items described in Schedule A and any ancillary documents or instruments necessary to effectuate the transfer.

2. SURRENDER

2.1 Surrender. Surrendering Party hereby irrevocably surrenders, assigns, conveys and delivers to Receiving Party all of Surrendering Party's right, title and interest in and to the Property, effective as of the Effective Date above. The surrender is intended to be an absolute and unconditional transfer and, where applicable, an instrument of assignment.

2.2 Instruments of Transfer. At Receiving Party's reasonable request, Surrendering Party shall execute and deliver such further instruments and documents and shall take such further actions as may be reasonably necessary to effect, perfect or evidence the surrender and transfer contemplated by this Agreement.

3. DELIVERY; TITLE

3.1 Delivery. Surrendering Party shall deliver possession of all tangible items of the Property, and shall deliver or cause to be delivered all books, records, instruments, electronic files and other materials reasonably necessary to permit Receiving Party to assume full use and control of the Property, no later than .

3.2 Title and Encumbrances. Surrendering Party represents that, except as disclosed in the field below, it holds the rights surrendered free and clear of liens, security interests, pledges, charges or encumbrances. Known encumbrances (if any):

4. CONSIDERATION

As consideration for the surrender and transfer set forth herein, Receiving Party shall provide to Surrendering Party the following:

Cash Other Property/Assets No Monetary Consideration (Gift)

5. REPRESENTATIONS AND WARRANTIES

5.1 By Surrendering Party. Surrendering Party represents and warrants that: (a) it has full corporate or individual authority to surrender the Property; (b) the execution, delivery and performance of this Agreement has been duly authorized; (c) to the best of its knowledge the Property is not subject to any outstanding litigation, claim or governmental levy except as disclosed above; and (d) the surrender is not made in violation of any contract or law.

5.2 By Receiving Party. Receiving Party represents and warrants that it has the legal capacity and authority to accept the surrender and to hold, use and otherwise deal with the Property following transfer.

6. RELEASE; WAIVER

Upon execution and delivery of this Agreement and the performance of the obligations contained herein, Surrendering Party releases and forever discharges Receiving Party and its affiliates and their respective officers, directors, employees and agents from any and all claims, demands, causes of action and liabilities of any kind arising out of or relating to Surrendering Party's ownership or control of the Property prior to the Effective Date, whether known or unknown, except for obligations expressly preserved in this Agreement.

7. COVENANTS

Surrendering Party covenants that it shall not, at any time following the Effective Date, assert any ownership, possessory or other proprietary rights in the Property against Receiving Party, and shall execute such additional documents and take such actions as Receiving Party may reasonably request to confirm the transfer and to assist in the vesting of title and possession.

8. INDEMNIFICATION

Surrendering Party shall indemnify, defend and hold harmless Receiving Party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of Surrendering Party's representations, warranties or covenants in this Agreement or from any claim or encumbrance that existed prior to the Effective Date and was not disclosed as required herein.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may specify by notice to the other party).

10. AMENDMENTS; WAIVER

This Agreement 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 or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right shall preclude any other or further exercise of such right.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to principles of conflicts of law. Governing law jurisdiction:

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS; EXECUTION

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 shall be binding as originals.

SCHEDULE A — DESCRIPTION OF PROPERTY

Tangible personal property Intangible rights (IP, contracts, claims) Documents and records

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