Ownership Transfer Application

OWNERSHIP TRANSFER APPLICATION

This Ownership Transfer Application is submitted as of by Transferor Name: , Transferor Entity Type: Individual Corporation LLC Trust; Transferor Address: .

and Transferee Name: , Transferee Entity Type: Individual Corporation LLC Trust; Transferee Address: .

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of the Asset(s) described in Section 1 below and has authority to transfer all right, title and interest in such Asset(s); and

WHEREAS, Transferee desires to acquire and Transferor desires to transfer the Asset(s) upon the terms and conditions set forth in this Application; and

WHEREAS, the parties intend for this document to memorialize the requested transfer, along with representations, warranties and administrative information necessary to effect ownership change.

NOW, THEREFORE

The parties hereby submit this Ownership Transfer Application and agree as follows:

1. ASSET DESCRIPTION AND SCHEDULE

The Asset(s) to be transferred are described below. Attach supporting schedules or titles if additional space is required.

2. CONSIDERATION

The transfer is made for the following consideration: Amount (if any): . Description of consideration and payment terms:

3. EFFECTIVE DATE OF TRANSFER

The transfer shall be effective on (the "Effective Date"), subject to any required filings, notifications or approvals described in Section 6.

4. TRANSFER OF RIGHTS

Upon the Effective Date and subject to receipt of any required consideration, Transferor hereby assigns, conveys and transfers to Transferee all right, title and interest in and to the Asset(s) described herein, including all tangible and intangible rights, to the fullest extent transferable by law. Transferor will execute and deliver such additional instruments reasonably necessary to effectuate the transfer and to vest title in Transferee.

5. REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants that: (a) Transferor is the sole legal owner of the Asset(s) free and clear of all liens, security interests, encumbrances or adverse claims other than as expressly disclosed in writing to Transferee; (b) Transferor has full power and authority to enter into this Application and to transfer the Asset(s); and (c) there are no pending actions, claims or proceedings that would prevent or materially impair the transfer. Transferee represents that it has the power to accept the Asset(s) and will comply with all applicable requirements related to ownership and use.

6. TAXES, FEES, AND FILINGS

Unless otherwise agreed in writing, Transferee shall be responsible for payment of any transfer taxes, registration fees, recording fees, or governmental charges arising from the transfer. Transferor shall cooperate in good faith with Transferee to prepare and execute any documents required for filings, and each party shall pay its own costs incurred in preparing and delivering instruments required to effect the transfer.

7. INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee from and against any losses, damages, liabilities or expenses (including reasonable attorneys' fees) arising from breaches of Transferor's representations, warranties or obligations under this Application. Transferee shall indemnify, defend and hold harmless Transferor from and against any claims arising from Transferee's ownership, possession or disposition of the Asset(s) after the Effective Date.

8. NOTICES

All notices required or permitted under this Application shall be in writing and delivered to the parties at the addresses provided below (or to such other address as a party designates by written notice):

9. AMENDMENTS; WAIVER

This Application may be amended, supplemented or otherwise modified only by a written instrument executed by both Transferor and Transferee. No waiver of any provision of this Application will be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of a breach of any provision will not operate or be construed as a waiver of any other or subsequent breach.

10. GOVERNING LAW

This Application shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

This Application, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement 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.

12. SEVERABILITY

If any provision of this Application is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Application 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 delivered by electronic means shall be effective and binding.

CERTIFICATION

The undersigned certify under penalty of perjury that the information contained in this Application is true, complete and correct to the best of their knowledge, and that they have the authority to submit this Application and to effect the transfer described herein.

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