Ownership Transfer Statement

OWNERSHIP TRANSFER STATEMENT

This Ownership Transfer Statement ("Statement") is made and entered into as of Effective Date: by and between Seller Name: , Seller Address: and Buyer Name: , Buyer Address: .

RECITALS

WHEREAS, Seller is the sole legal and beneficial owner of the assets described in Section 3 and Schedule A (collectively, the "Assets"); and

WHEREAS, Seller desires to transfer and assign to Buyer, and Buyer desires to accept and assume, all of Seller’s right, title and interest in and to the Assets upon the terms and conditions set forth herein; and

WHEREAS, the parties intend for this transfer to effectuate a conveyance of ownership rights, subject to the representations, warranties and covenants contained in this Statement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms have the meanings set forth below. "Assets" means the tangible and intangible property described in Section 3 and Schedule A. "Effective Date" means the date set forth above. "Encumbrance" means any lien, charge, security interest, pledge, easement, restriction, claim or option affecting title to the Assets.

2. TRANSFER OF OWNERSHIP

Subject to the terms and conditions of this Statement, Seller hereby transfers, conveys, assigns and delivers to Buyer all of Seller’s right, title and interest in and to the Assets, free and clear of all Encumbrances, except as disclosed in writing in Schedule A. Title to the Assets shall pass to Buyer on the Effective Date upon delivery of physical possession (if applicable) and execution of any bill of sale or other instruments reasonably necessary to effectuate the transfer.

3. DESCRIPTION OF ASSETS

4. CONSIDERATION

As consideration for the transfer of the Assets, Buyer shall pay to Seller the sum of (the "Purchase Price"), payable as follows:

Payment Method (check applicable): Cash Wire Transfer Check Other

5. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that, as of the Effective Date: (a) Seller is the lawful owner of the Assets with full right and authority to transfer the same; (b) the Assets are free and clear of all Encumbrances except those expressly disclosed in Schedule A; (c) there is no pending or, to Seller's knowledge, threatened litigation, claim or proceeding that would impair Seller’s ability to transfer good and marketable title to the Assets; and (d) Seller has complied with all applicable laws and regulations with respect to ownership and transfer of the Assets.

Buyer represents and warrants that Buyer has the authority and capacity to accept the transfer of the Assets and will be responsible for conducting any post-transfer registrations or filings necessary to perfect ownership in Buyer’s name.

6. ASSUMPTION OF LIABILITIES; INDEMNIFICATION

Except as expressly provided in this Statement, Buyer does not assume any liabilities of Seller arising prior to the Effective Date. Seller shall indemnify, defend and hold harmless Buyer from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of any breach of Seller’s representations or any Encumbrance not disclosed in Schedule A. Buyer shall indemnify Seller from liabilities arising from Buyer’s use, ownership or disposal of the Assets after the Effective Date.

7. TAXES, FEES AND COSTS

Unless otherwise agreed in writing, Buyer shall be responsible for all transfer taxes, registration fees, recording fees and similar expenses arising from the transfer of the Assets. Seller shall be responsible for any taxes or obligations attributable to Seller’s ownership of the Assets prior to the Effective Date.

8. DELIVERY AND ACCEPTANCE

Seller shall deliver possession and all documents reasonably necessary to transfer ownership of the Assets to Buyer on the Effective Date. Buyer shall have the right to inspect the Assets promptly upon delivery and shall be deemed to have accepted the Assets unless Buyer provides written notice of nonconformity within ten (10) business days of receipt, specifying in reasonable detail the basis for rejection.

9. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered to the notice addresses set forth above and shall be deemed given when delivered by hand, by nationally recognized overnight courier service, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

10. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Statement, including Schedule A and any other documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Statement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Statement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be effective unless signed in writing by the party granting the waiver. This Statement 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.

13. ADDITIONAL PROVISIONS

CERTIFICATION

Seller certifies under penalty of law that the information contained in this Statement is true and correct to the best of Seller’s knowledge and belief, and that Seller has not granted any security interest in the Assets except as disclosed in Schedule A. Buyer acknowledges that Buyer has had the opportunity to inspect the Assets and to make such inquiries as Buyer deems necessary.

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