Legal Transfer Package

LEGAL TRANSFER PACKAGE

This Legal Transfer Package (the "Agreement") is made and entered into as of the Effective Date: , by and between Transferor Name: (entity type: Individual Corporation LLC Other) and Transferee Name: (entity type: Individual Corporation LLC Other).

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of certain assets, rights and interests described in Schedule A attached hereto (the "Transferred Assets");

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

WHEREAS, the parties intend by this Agreement to provide for the transfer, related deliverables, closing mechanics, and the respective representations, warranties, covenants and indemnities of the parties.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Closing" means the consummation of the transactions contemplated by this Agreement on the Closing Date described in Section 4.1. 1.2 Terms defined in the Recitals have the meanings set forth therein. 1.3 Unless otherwise defined, capitalized terms used in this Agreement shall have the meanings ascribed to them in the text of this Agreement.

2. TRANSFER OF ASSETS

2.1 Transfer and Assignment. On the terms and subject to the conditions of this Agreement, Transferor hereby sells, assigns, transfers and conveys to Transferee, and Transferee hereby purchases and accepts from Transferor, all right, title and interest in and to the Transferred Assets, free and clear of all liens and encumbrances other than those specifically disclosed in Schedule A.

2.2 Excluded Assets. The assets expressly excluded from the transfer are set forth in Schedule B. Any rights or obligations not expressly conveyed by this Agreement are retained by Transferor unless otherwise agreed in writing.

3. CONSIDERATION AND PAYMENT

3.1 Purchase Price. In consideration for the transfer of the Transferred Assets, Transferee shall pay to Transferor the Purchase Price in the amount of (the "Purchase Price"), subject to adjustment as set forth in this Agreement.

3.2 Payment Mechanics. Unless otherwise agreed in writing, the Purchase Price shall be delivered by wire transfer, certified funds or other immediately available funds at Closing, and applied to any adjustments required under Section 3.3.

3.3 Purchase Price Adjustment. The Purchase Price shall be adjusted for any pre-existing liabilities specifically allocated to Transferor in Schedule C and for any agreed working capital or inventory adjustments documented in writing prior to Closing.

4. CLOSING

4.1 Closing Date. The closing of the transfer (the "Closing") shall occur on the Closing Date: , unless otherwise agreed in writing by the parties.

4.2 Closing Deliverables. At Closing, Transferor shall deliver:

1. Executions of bills of sale, assignments, and other instruments necessary to transfer the Transferred Assets;
2. A certificate of Transferor's representations and warranties dated as of the Closing;
3. Any native files, books, records, or account statements described in Schedule A.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations of Transferor. Transferor represents and warrants to Transferee that, as of the date hereof and as of the Closing: (a) Transferor has good and marketable title to the Transferred Assets and has the full power and authority to transfer the same; (b) there are no liens, claims or encumbrances except as disclosed in Schedule A; (c) the execution, delivery and performance of this Agreement by Transferor will not violate any material agreement or applicable law; and (d) Transferor has provided all material information known to Transferor regarding the Transferred Assets.

5.2 Representations of Transferee. Transferee represents and warrants to Transferor that: (a) Transferee has full power and authority to execute and perform this Agreement; (b) Transferee is acquiring the Transferred Assets for legitimate business purposes and not with intent to defraud creditors; and (c) the execution and performance of this Agreement will not violate any material obligation of Transferee.

6. COVENANTS

6.1 Further Assurances. Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

6.2 Conduct Prior to Closing. Transferor shall operate the portion of its business pertaining to the Transferred Assets in the ordinary course consistent with past practice prior to Closing and shall not create, incur or permit any liens or obligations affecting the Transferred Assets except as disclosed in Schedule A or consented to in writing by Transferee.

7. INDEMNIFICATION

7.1 Indemnities by Transferor. Transferor shall indemnify, defend and hold harmless Transferee and its affiliates from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants set forth in this Agreement, or any liability arising from events occurring prior to the Closing attributable to the Transferred Assets.

7.2 Indemnities by Transferee. Transferee shall indemnify, defend and hold harmless Transferor from and against any losses arising out of Transferee's breach of this Agreement or liabilities attributable to Transferee after the Closing.

8. TAXES

8.1 Allocation of Taxes. Unless otherwise agreed in writing, any transfer taxes, recording fees, or similar taxes imposed by reason of this transfer shall be allocated and paid as agreed by the parties at or prior to Closing and as reflected on the closing statement.

9. LIMITATION OF LIABILITY; SURVIVAL

9.1 Survival. All representations, warranties and covenants of the parties shall survive the Closing for a period of twelve (12) months, except for those matters which by their nature are intended to survive indefinitely, and except as otherwise provided in this Agreement.

9.2 Limitation of Liability. Except for willful misconduct or fraud, neither party shall be liable for consequential, punitive, or special damages arising under this Agreement. The parties' aggregate liability for direct damages shall be limited to the Purchase Price paid hereunder.

10. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or sent by recognized overnight courier, addressed to the party at the address set forth above or at such other address as such party may designate by notice in accordance with this Section.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: . Each party consents to exclusive jurisdiction and venue in the courts sitting in that jurisdiction for any dispute arising under this Agreement.

12. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER; COUNTERPARTS

12.1 Entire Agreement. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes the original intent as closely as possible.

12.4 Waiver. A waiver of any right under this Agreement must be in writing and signed by the waiving party. No waiver shall constitute a waiver of any other right or of the same right on another occasion.

12.5 Counterparts. 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 transmitted by electronic means shall be effective to bind the executing party.

SCHEDULE A — TRANSFERRED ASSETS

SCHEDULE C — ALLOCATIONS / ADJUSTMENTS

ADDITIONAL PROVISIONS

The parties acknowledge that the terms contained in this Agreement allocate risks between them. Except as expressly provided in this Agreement, no party makes any other representation, warranty or covenant, and all other representations, warranties and covenants are expressly disclaimed.

Execution of this Agreement by electronic signature, facsimile, or PDF copy shall have the same force and effect as an original signature.

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