Legal Transfer Arrangement

LEGAL TRANSFER ARRANGEMENT

This Legal Transfer Arrangement (the "Agreement") is entered into as of by and between Transferor Name: with principal address: and Transferee Name: with principal address: .

RECITALS

WHEREAS, Transferor is the lawful owner of and has right, title and interest in the assets, rights and obligations more particularly described as follows: (collectively, the "Transferred Assets"); and

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to transfer to Transferee, the Transferred Assets on the terms and subject to the conditions set forth in this Agreement.

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

1. TRANSFER AND CONVEYANCE

1.1 Transfer. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Transferor shall sell, assign, transfer, convey and deliver to Transferee all of Transferor's right, title and interest in and to the Transferred Assets, free and clear of all liens, claims, encumbrances and restrictions, except as expressly permitted in this Agreement.

1.2 Conveyancing Instruments. Transferor shall execute and deliver to Transferee such bills of sale, assignments, deeds, instruments of transfer and other documents reasonably necessary to vest in Transferee all right, title and interest in and to the Transferred Assets.

2. CONSIDERATION

3. REPRESENTATIONS AND WARRANTIES

3.1 Transferor Representations. Transferor represents and warrants to Transferee that on the date hereof and at the Closing: (a) Transferor is the sole legal and beneficial owner of the Transferred Assets; (b) Transferor has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement by Transferor and the performance by Transferor of its obligations hereunder do not and will not violate any agreement, order or law binding on Transferor; and (d) to Transferor's knowledge, the Transferred Assets are not subject to any pending litigation, claim, lien or security interest except as disclosed in writing to Transferee.

3.2 Transferee Representations. Transferee represents and warrants to Transferor that on the date hereof and at the Closing: (a) Transferee has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized, executed and delivered by Transferee and constitutes a valid and binding obligation of Transferee enforceable in accordance with its terms; and (c) Transferee has the financial ability to perform its payment obligations described herein.

4. COVENANTS

4.1 Further Assurances. After the Closing, each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the transfer of the Transferred Assets and to carry out the purposes and intent of this Agreement.

4.2 Conduct Prior to Closing. Transferor shall operate and preserve the Transferred Assets in the ordinary course of business prior to the Closing and shall not take any action that would materially impair the value or transferability of the Transferred Assets.

5. CONDITIONS PRECEDENT; CLOSING

5.1 Conditions to Each Party's Obligations. The respective obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of customary closing conditions, including (a) accuracy of the representations and warranties of the other party (subject to materiality qualifications set forth herein); (b) performance in all material respects of the covenants of the other party; and (c) delivery of all required conveyancing instruments and certificates.

6. TAXES AND EXPENSES

Unless otherwise agreed in writing, all transfer taxes, documentary stamps, recording fees and other taxes or governmental charges arising from or related to the transfer of the Transferred Assets shall be borne by .

7. INDEMNIFICATION

7.1 Survival. The representations, warranties and covenants of the parties contained in this Agreement shall survive the Closing for a period of two (2) years, except for claims arising from fraud or willful misconduct.

7.2 Indemnification by Transferor. Transferor shall indemnify, defend and hold harmless Transferee and its officers, directors and affiliates from and against any and all losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants, subject to customary notice and mitigation requirements.

7.3 Indemnification by Transferee. Transferee shall indemnify, defend and hold harmless Transferor and its officers, directors and affiliates from and against any and all losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of Transferee's representations, warranties or covenants.

8. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct, or a party's indemnification obligations under this Agreement, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and each party's aggregate liability for breach of this Agreement shall be limited to direct damages not to exceed the purchase price actually paid under this Agreement.

9. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information concerning the other party's business, operations, assets, liabilities or this Agreement, except as required by law, regulation or as necessary to enforce its rights under this Agreement. Confidentiality obligations shall survive the Closing for a period of three (3) years.

10. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all of its assets or similar transaction, provided that the assigning party remains liable for its obligations hereunder.

11. NOTICES

All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any dispute arising out of or in connection with this Agreement shall be resolved in the state or federal courts located in the county in which the foregoing State's capital is located, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties.

14. COUNTERPARTS; WAIVER

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. No waiver of any breach or default hereunder shall be valid unless in writing and signed by the party granting the waiver.

15. MISCELLANEOUS

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