Property Transfer Instrument

PROPERTY TRANSFER INSTRUMENT

Parties and Property

Recitals

WHEREAS, Transferor is the lawful owner of the real property described above and holds title free and clear of liens and encumbrances except as set forth in this instrument; and

WHEREAS, Transferee desires to acquire and Transferor desires to convey the Property upon the terms and conditions set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Transfer

Transferor agrees to convey, transfer, and assign to Transferee, and Transferee agrees to accept, all of Transferor's right, title, and interest in and to the Property described above, together with all improvements, appurtenances, rights, easements, and hereditaments pertaining thereto, subject to the terms of this instrument.

Payment Terms

The total consideration for the transfer of the Property shall be $ (the "Consideration").

Deposit: Transferee shall deliver an initial deposit in the amount of $ to be held in escrow and applied to the Consideration at closing.

Late Payment Fee: Any undisputed monetary balance not paid when due shall accrue a late fee of or the maximum permitted by law, whichever is less.

Conveyance and Title

At closing, Transferor shall execute and deliver to Transferee a duly executed instrument of conveyance in the form of a Quitclaim Deed General Warranty Deed Special Warranty Deed as selected by the parties prior to closing. The deed shall convey all right, title, and interest of Transferor in the Property subject only to the Permitted Exceptions.

Representations, Warranties and Covenants

Transferor represents and warrants to Transferee that: (a) Transferor is the lawful owner of the Property with full power and authority to transfer the same; (b) there are no undisclosed liens, mortgages, leases, contracts, or encumbrances affecting the Property other than those set forth in Permitted Exceptions; (c) no litigation, condemnation, or administrative proceeding is pending or, to Transferor's knowledge, threatened which would materially affect the Property; and (d) Transferor will execute such further instruments and take such further actions as are reasonably necessary to effectuate the transfer contemplated herein.

Transferee represents and warrants to Transferor that Transferee has the full power and authority to enter into this instrument, and that the execution and performance of this instrument will not violate any material agreement or law to which Transferee is subject.

Closing; Possession; Adjustments

The closing of the transfer ("Closing") shall occur on or before at a place and time mutually agreed by the parties. Possession shall transfer to Transferee upon delivery of the deed and payment of the Consideration at Closing.

Real property taxes, assessments, rents, and utilities shall be prorated as of the Closing Date. Costs of recording the deed and documentary transfer taxes shall be borne by unless otherwise agreed in writing.

Term and Termination

This instrument shall become effective as of the Effective Date set forth below and shall terminate only upon the full performance of the parties' obligations at Closing or by mutual written agreement of the parties.

Effective Date: . Expected Completion / End Date (if applicable):

Either party may terminate this instrument prior to Closing by delivering written notice to the other party if the other party materially breaches any obligation under this instrument and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Except as required by law or to effectuate the Closing, each party shall keep confidential all non-public information obtained in connection with this transaction, including financial terms, non-public due diligence materials, and proprietary data. This obligation of confidentiality shall survive termination or Closing for a period of .

Indemnity

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from that party's breach of any representation, warranty, covenant, or agreement contained in this instrument, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

Recording; Further Assurances

The parties agree to cooperate and execute such further instruments and documents and take such further actions as may be reasonably necessary to effectuate the transfer and to carry out the intent of this instrument, including recordation of the deed and related documents in the appropriate public offices.

Governing Law

This instrument shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Venue for any dispute arising under this instrument shall be the state or federal courts located in the county in which the Property is located.

Entire Agreement; Amendment

This instrument constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, understandings, and representations, whether written or oral. This instrument may be amended only by a written instrument signed by both parties.

Miscellaneous Provisions

Headings are for convenience only and shall not affect interpretation. If any provision of this instrument is held invalid or unenforceable, the remainder of the instrument shall remain in full force and effect. Time is of the essence with respect to all dates and times specified in this instrument.

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