Legal Title Reassignment

LEGAL TITLE REASSIGNMENT

This Legal Title Reassignment Agreement (the "Agreement") is made as of by and between Assignor Name: of Address: (the "Assignor"), and Assignee Name: of Address: (the "Assignee").

RECITALS

WHEREAS, Assignor is the legal owner of the asset described below and holds title, legal right, and interest in and to such asset; and

WHEREAS, Assignee desires to receive assignment of title and Assignor desires to reassign and convey title to Assignee on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement effect an immediate legal reassignment of title upon performance of the obligations set forth herein and delivery of instruments of transfer required by applicable law.

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. DESCRIPTION OF ASSET

Assignor hereby assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the asset described as follows:

Vehicle Real Property Other:

2. ASSIGNMENT AND TRANSFER

Effective as of the Effective Date set forth herein, Assignor irrevocably assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Asset, including the original certificate of title, all endorsements, and any transferable warranties. For the avoidance of doubt, Assignor conveys all rights to possession, legal title and any certificate of ownership.

Effective Date:

3. CONSIDERATION

As consideration for the assignment of title, Assignee shall pay to Assignor the sum of $ , or other good and valuable consideration described as:

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Asset and has full right, power and authority to assign the Asset; (b) the title assigned is free and clear of all liens, encumbrances, security interests and adverse claims except as expressly disclosed in this Agreement; (c) there are no pending or threatened actions, suits, claims or proceedings affecting Assignor's title to the Asset; and (d) the information provided in this Agreement is true, complete and correct in all material respects.

Disclosed Lienholder (if any): Lien Release Date (if applicable):

5. DELIVERY OF DOCUMENTS; FURTHER ASSURANCES

Within a commercially reasonable time following the Effective Date, Assignor shall execute and deliver to Assignee all instruments of transfer, assignments, endorsements, powers of attorney and other documents necessary to vest full legal title to the Asset in Assignee. Each party shall execute such additional documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

6. TAXES, FEES AND FILING

Unless otherwise agreed in writing, Assignee shall be responsible for payment of all transfer taxes, recording fees, filing fees and other charges arising from the reassignment and recording or registration of title. Assignor shall cooperate with Assignee in preparing and executing any documents required by governmental authorities to effect or record the reassignment.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations and warranties or arising from matters existing prior to the Effective Date. Assignee shall indemnify, defend and hold harmless Assignor from and against claims arising from acts or omissions by Assignee after the Effective Date.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing in accordance with this section. Notices shall be deemed given upon personal delivery, on the date of confirmed delivery by nationally recognized overnight carrier, or three days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

9. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or related to this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument executed by both parties.

11. WAIVER; COUNTERPARTS

The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed effective for all purposes.

12. FURTHER ASSURANCES

Following the Effective Date, each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the transfer of title and the intent of this Agreement.

13. CERTIFICATIONS

Assignor certifies under penalty of perjury that the statements and representations contained in this Agreement are true and correct to the best of Assignor's knowledge and that Assignor has not executed any other instruments that would conflict with the transfer set forth herein.

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