Liquidation Legal Description

LIQUIDATION LEGAL DESCRIPTION

This Liquidation Legal Description (the "Description") is executed as of by and between Liquidating Party: , Entity Type: Corporation Limited Liability Company Partnership, Address: ; and Recipient Party: , Entity Type: Individual Corporation, Address: .

RECITALS

WHEREAS, Liquidating Party owns or controls certain assets, accounts, property rights and other interests (collectively, the "Assets") described in Schedule A attached hereto and incorporated by reference; and

WHEREAS, Liquidating Party intends to liquidate the Assets in an orderly manner and to identify, describe and memorialize the legal descriptions, encumbrances, and procedures applicable to such liquidation; and

WHEREAS, Recipient Party is designated to receive notices, participate in disposition oversight, and, where applicable, receive a distribution of proceeds in accordance with the priorities and allocations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Description, the following capitalized terms shall have the meanings set forth below. "Assets" means all property, tangible and intangible, described in Schedule A. "Encumbrances" means liens, security interests, pledges, claims, rights of third parties and other restrictions affecting title or transferability. "Proceeds" means gross consideration received upon liquidation of Assets, before costs and expenses.

2. DESCRIPTION OF ASSETS

Schedule A — Detailed Legal Description of Assets to be Liquidated. Liquidating Party shall set forth a full legal description of each Asset, including serial numbers, legal descriptions, certificate numbers, account numbers, and any other identifying information necessary to permit transfer or sale.

3. ENCUMBRANCES AND TITLE

Liquidating Party represents that, except as expressly identified below, it has good and marketable title to the Assets, free and clear of all liens and encumbrances. All known Encumbrances must be listed with the creditor name, filing jurisdiction, filing instrument, and amount secured.

4. LIQUIDATION METHOD AND PROCEDURES

Liquidation of the Assets shall proceed by one or more of the following methods as selected by Liquidating Party in consultation with Recipient Party and any applicable secured creditors: public auction, private sale, assignment, or negotiated transfer. Liquidating Party shall use commercially reasonable efforts to obtain the highest reasonable value for the Assets given market conditions and legal constraints.

5. ALLOCATION AND DISTRIBUTION OF PROCEEDS

After payment of liquidation costs, taxes, fees and administrative expenses, Proceeds shall be applied in the following order of priority: (a) to pay costs of sale and reasonable liquidation expenses; (b) to satisfy valid, perfected secured creditors in order of their priority; (c) to pay any statutorily preferred claims; and (d) any remaining balance to unsecured creditors and then to Liquidating Party as applicable. The parties agree that distribution shall be made in a reasonable and commercially prudent manner consistent with applicable law.

6. REPRESENTATIONS AND WARRANTIES

Liquidating Party represents and warrants to Recipient Party that: (a) it has authority to enter into and perform this Description; (b) the execution and performance hereof do not violate any material agreement or law; (c) to the best of its knowledge, the Assets, except as disclosed in Schedule A or the Known Encumbrances field, are not subject to any undisclosed liens or claims; and (d) all information provided in this Description is true, correct and complete in all material respects as of the Effective Date.

7. COVENANTS

Liquidating Party covenants to: (a) preserve the Assets in its possession and exercise reasonable care pending liquidation; (b) not create additional Encumbrances after the Effective Date other than in the ordinary course of winding down; and (c) provide Recipient Party with reasonable access to records, information and the Assets as necessary to effectuate liquidation consistent with this Description.

8. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and delivered to the addresses specified below (or to such other address as a party designates by notice). Notice is effective upon receipt.

9. GOVERNING LAW

This Description shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Description, including Schedule A and any attachments, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Description is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Description shall be effective unless in writing and signed by both parties. Failure to exercise any right shall not constitute a waiver. This Description may be executed in counterparts, each of which shall be an original but all of which together shall constitute one instrument.

12. ADDITIONAL PROVISIONS

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