Sale and Purchase Agreement

SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement (the Agreement) is made as of the date set forth below between Seller Name: , whose address is Seller Address: , and Buyer Name: , whose address is Buyer Address: .

RECITALS

WHEREAS, Seller is the legal and beneficial owner of the Property described in section 2 below and has the right to sell and convey the same; and

WHEREAS, Buyer desires to purchase and Seller desires to sell the Property on the terms and subject to the conditions contained in this Agreement.

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below: "Property" means the assets, goods, and interests to be transferred as described in Section 2; "Purchase Price" means the total consideration payable by Buyer to Seller as set forth in Section 3; "Closing" means the consummation of the transactions contemplated by this Agreement as provided in Section 5.

2. DESCRIPTION OF PROPERTY

Seller agrees to sell and Buyer agrees to purchase the following Property:

3. PURCHASE PRICE AND PAYMENT

The Purchase Price for the Property shall be: $ (the Purchase Price). Buyer shall pay the Purchase Price as follows:

(a) Deposit: Upon execution of this Agreement, Buyer shall deliver to Seller or Seller's escrow agent a deposit in the amount of $ to be held in escrow and applied to the Purchase Price at Closing.

(b) Balance at Closing: The balance of the Purchase Price, after application of the deposit and any credits, shall be paid by Buyer to Seller at Closing by wire transfer of immediately available funds, cashier's check, or other form mutually agreed in writing.

4. CLOSING

The Closing shall take place on or before at a place agreed by the parties. At Closing, Seller shall deliver to Buyer a bill of sale and such other instruments of transfer as are necessary to vest in Buyer good and marketable title to the Property, free and clear of all liens and encumbrances except those expressly assumed or permitted by this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller's Representations. Seller represents and warrants to Buyer that: (a) Seller is the lawful owner of the Property with full authority to sell and convey the same; (b) there are no undisclosed liens, claims, or encumbrances affecting the Property; (c) no action, suit or proceeding is pending or, to Seller's knowledge, threatened that would adversely affect Seller's ability to perform under this Agreement.

5.2 Buyer's Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary action; and (c) Buyer has adequate funds or financing commitments to complete the purchase as provided herein.

6. INSPECTION; CONDITION

Buyer shall have the right to inspect the Property prior to Closing. Buyer accepts the Property in its then-existing condition except for those defects expressly warranted by Seller in this Agreement. Any defects discovered during inspection shall be subject to notice and cure obligations set forth herein.

7. TITLE AND CONVEYANCE

At Closing, Seller shall convey to Buyer such title as is appropriate for the Property by delivering a bill of sale or other instrument of conveyance conveying all of Seller's right, title and interest in and to the Property, free and clear of all liens and encumbrances except those permitted by this Agreement. If Buyer reasonably objects to title, Seller shall have a period of days to cure the objection.

8. CONDITIONS PRECEDENT

The obligations of each party under this Agreement are subject to the satisfaction or waiver at or prior to Closing of the following conditions: (a) all representations and warranties of the other party shall be true and correct in all material respects as of Closing; (b) no injunction or legal restraint preventing Closing shall be outstanding; and (c) all approvals or consents required for transfer of the Property shall have been obtained.

9. INDEMNIFICATION

Seller shall indemnify 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, warranties, or covenants contained in this Agreement. Buyer shall indemnify and hold harmless Seller from and against any and all losses, claims, damages, liabilities, and expenses arising out of Buyer's breach of this Agreement.

10. DEFAULT AND REMEDIES

If Buyer defaults in the performance of Buyer's obligations, Seller may elect to terminate this Agreement and retain the deposit as liquidated damages or pursue any other remedy available at law or in equity. If Seller defaults, Buyer may seek specific performance, damages, or both. The election of one remedy shall not preclude the election of others.

11. TAXES, COSTS AND PRORATIONS

All transfer taxes, recording fees, and other costs of transfer shall be apportioned between Seller and Buyer as follows: Seller shall pay and Buyer shall pay . Real property taxes, utility charges, and other regular periodic charges, if applicable, shall be prorated through the date of Closing.

12. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or upon confirmation of receipt if sent by certified mail, return receipt requested, to the parties at the following addresses:

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the party against whom enforcement is sought; no waiver shall be deemed a waiver of any subsequent breach.

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Buyer may assign this Agreement to an affiliate or to a purchaser of substantially all of Buyer's assets upon notice to Seller.

15. COUNTERPARTS

This Agreement 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 transmission shall be binding for all purposes.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Property is located, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for any dispute arising under this Agreement.

17. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly accomplishes the original intent.

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Time is of the essence with respect to all dates and deadlines set forth in this Agreement unless otherwise expressly provided.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.

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