Legal Transfer Approval Form

LEGAL TRANSFER APPROVAL FORM

This Legal Transfer Approval Form is made and entered into as of Effective Date: , by and between Approving Authority: , Transferor: , and Transferee: . The parties hereby agree as set forth below.

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of certain assets, rights, and interests described as: (the "Assets"); and

WHEREAS, Transferee desires to acquire and the Transferor desires to transfer such Assets, subject to the approvals and conditions set forth herein; and

WHEREAS, Approving Authority has authority to approve transfers of the Assets pursuant to corporate governance, board resolution or delegated authority identified by Reference Number: .

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. DEFINITIONS

1.1 "Approved Transfer" means the transfer of the Assets from Transferor to Transferee described in Section 2 and reflected in the transfer documentation executed at Closing.

1.2 Capitalized terms used but not otherwise defined in this Form have the meanings ascribed to them in the governing transaction documents between the parties.

2. APPROVAL OF TRANSFER

2.1 Approval. Approving Authority hereby approves the transfer of the Assets from Transferor to Transferee, subject to the conditions set forth in this Form. The Approved Transfer shall include the following specific items, rights and/or interests:

2.2 Transfer Date. The intended effective date of the Approved Transfer (the "Transfer Date") is: , subject to satisfaction or waiver of conditions precedent in Section 3.

3. CONDITIONS PRECEDENT

The approval granted under Section 2 is expressly conditioned upon the following precedents, each of which must be satisfied or validly waived in writing prior to the Transfer Date:

(a) Board or corporate approvals as required by applicable organizational documents have been obtained: Obtained Not required

(b) All third-party consents required for the transfer of the Assets have been obtained: Obtained Pending If pending, identify outstanding consents:

(c) Consideration. The form and amount of consideration to be paid for the Approved Transfer (if any) shall be as follows: Amount: ; Payment terms:

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants to Approving Authority and Transferee that: (a) Transferor is the lawful owner of the Assets free and clear of liens, encumbrances, and claims except as disclosed in writing; (b) Transferor has full corporate power and authority to effectuate the Approved Transfer; and (c) no pending litigation or governmental proceeding exists that would reasonably be expected to prevent or materially impair the Approved Transfer. Describe exceptions or disclosures, if any:

4.2 Transferee Representations. Transferee represents and warrants that Transferee has the corporate power and authority and sufficient funds or financing commitments to accept the Approved Transfer and satisfy any payment obligations described herein.

5. COVENANTS

5.1 Further Assurances. Each party shall execute and deliver all documents and take such further actions as may be reasonably necessary to effectuate the Approved Transfer and to carry out the intent of this Form.

5.2 Confidential Information. To the extent any confidential information is transferred as part of the Approved Transfer, the parties shall comply with any existing confidentiality obligations and shall enter into additional non-disclosure arrangements where required. Describe any specific confidentiality obligations:

6. INDEMNIFICATION

6.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee and Approving Authority from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants in this Form or any undisclosed liabilities associated with the Assets.

6.2 Survival. The representations, warranties and covenants contained herein shall survive Closing for a period of twelve (12) months, except as otherwise agreed in writing or as required by applicable law.

7. NOTICES

Notices shall be effective when delivered in writing to the notice address set forth above or to such other address as either party designates by written notice to the other parties.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 Governing Law. This Form and any dispute arising out of or relating to this Form shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties:

8.2 Entire Agreement. This Form, together with any documents expressly referenced herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

8.3 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable, the remainder of this Form shall continue in full force and effect to the maximum extent permitted by law.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. This Form may be amended or modified only by a written instrument executed by authorized representatives of all parties.

9.2 Waiver. No waiver of any provision of this Form shall be effective unless in writing and signed by the party against whom the waiver is asserted.

9.3 Counterparts. This Form 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.

APPROVAL CERTIFICATION

The undersigned representative of Approving Authority certifies that the approval granted herein is authorized under applicable corporate action, resolution, or delegated authority, and that the signer has full power and authority to execute this Form on behalf of Approving Authority.

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