Real Estate Settlement Deed

REAL ESTATE SETTLEMENT DEED

This Real Estate Settlement Deed (the "Deed") is made this day of , by and between Grantor Name: , an entity of type Individual Corporation LLC, with principal address ; and Grantee Name: , an entity of type Individual Corporation LLC, with principal address .

RECITALS

WHEREAS, Grantor asserts ownership of certain real property more particularly described as set forth in Section 2 (the "Property"), and Grantee asserts certain claims or interests affecting the Property; and

WHEREAS, the parties desire to settle, compromise and resolve all disputes, claims and rights between them with respect to the Property and other matters, and to effect an agreed transfer of title to the Property, subject to the terms and conditions set forth in this Deed; and

WHEREAS, the parties acknowledge that this Deed is entered into for the mutual benefit of the parties and to avoid the expense and uncertainty of further litigation or contest concerning title, possession, liens or other interests in the Property.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Deed, the following terms shall have the meanings set forth below: "Claims" means any and all claims, causes of action, demands, suits, liabilities, damages, costs and expenses, whether known or unknown, at law or in equity, whether based in contract, tort or statute, relating to the Property or arising out of prior ownership or possession of the Property.

2. PROPERTY

The Property that is the subject of this Deed is described as follows:

3. SETTLEMENT AND CONVEYANCE

Subject to the terms and conditions of this Deed, and in full settlement of all Claims between the parties, Grantor hereby conveys, transfers and forever quitclaims/full covenant and warranty (select as applicable) to Grantee all of Grantor's right, title and interest in and to the Property by a deed of conveyance to be executed and delivered at Closing. The deed shall convey title free and clear of all liens and encumbrances except those expressly reserved or assumed in this Deed.

4. CONSIDERATION

In consideration for the conveyance described in Section 3, Grantee shall pay to Grantor the sum of (USD) payable at Closing as follows:

5. RELEASE AND COVENANTS

Upon delivery of the deed and receipt of the consideration at Closing, each party releases and forever discharges the other party, and their respective heirs, successors and assigns, from any and all Claims arising prior to the Closing with respect to the Property. Grantor covenants that Grantor has not conveyed, assigned or encumbered the Property except as disclosed in writing to Grantee prior to the execution of this Deed.

6. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Grantee that: (a) Grantor is the lawful owner of the Property with full right and authority to enter into this Deed and to convey the Property; (b) there are no outstanding judgments, liens, mortgages or other encumbrances on the Property except as disclosed in writing; (c) no actions, suits or proceedings are pending or threatened affecting title to the Property except as disclosed; and (d) Grantor has complied with all applicable laws and regulatory requirements affecting the ownership and transfer of the Property.

Grantee represents to Grantor that Grantee has the authority to accept the conveyance and to perform Grantee's obligations under this Deed.

7. CLOSING AND POSSESSION

The closing of the conveyance (the "Closing") shall take place on day of , at a mutually agreed location. At Closing Grantor shall execute and deliver the deed and any other documents reasonably required to consummate the transfer. Possession of the Property shall be delivered to Grantee upon recordation of the deed unless the parties agree otherwise in writing.

8. TAXES, RENTS AND PRORATIONS

Real property taxes, special assessments, rents, utilities and other items affecting the Property shall be apportioned between the parties as of the Closing Date in accordance with customary local practice. Any transfer taxes, documentary stamps or recording fees attributable to the conveyance shall be paid by .

9. INDEMNITY

Grantor shall indemnify, defend and hold Grantee harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties or covenants contained in this Deed or arising from matters affecting the Property prior to the Closing, except to the extent caused by Grantee's acts or omissions.

10. FURTHER ASSURANCES

Following the Closing, each party shall, at the request and expense of the requesting party, execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to carry out the intent and purposes of this Deed and to perfect, preserve or transfer title to the Property.

11. NOTICES

All notices, demands or other communications required or permitted under this Deed shall be in writing and delivered personally, by certified mail (return receipt requested), commercial courier or nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice to the other.

12. AMENDMENTS; WAIVER

This Deed may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Deed shall be effective unless in writing and signed by the party granting the waiver. The failure of any party to enforce any provision of this Deed shall not be construed as a waiver of that provision or of the right to enforce that provision subsequently.

13. COUNTERPARTS

This Deed may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as original signatures for all purposes.

14. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT; SEVERABILITY

This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and representations, whether written or oral. If any provision of this Deed is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

16. MISCELLANEOUS

The headings in this Deed are for convenience only and shall not affect its interpretation. The parties agree to cooperate in good faith to effectuate the transfer contemplated by this Deed and to execute such additional documents as may be reasonably required.

Each party acknowledges that it has had the opportunity to seek independent legal advice prior to executing this Deed and that it executes this Deed voluntarily and with full understanding of its terms.

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