Title Vesting Agreement

TITLE VESTING AGREEMENT

This Title Vesting Agreement ("Agreement") is entered into as of by and between Grantor Name: and Grantee Name: . Grantor and Grantee are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Grantor holds legal title to the real property commonly known as (the "Property"), the complete legal description of which is set forth below;

WHEREAS, the Parties desire to establish and confirm the vesting of title and the ownership interests in the Property and to set forth the manner in which title shall vest, transfer, and be recorded; and

WHEREAS, the Parties intend that this Agreement shall govern the vesting mechanism, the recordation obligations, consideration, and the rights and obligations of the Parties with respect to the Property.

Legal Description:

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for 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 Agreement, the following terms shall have the meanings set forth below:

"Vesting" means the legal manner in which title to the Property is held by one or more persons or entities and as specifically set forth in Section 2.

2. GRANT OF VESTING

Grantor hereby agrees that title to the Property shall vest in Grantee as follows: Vesting Form: . The Parties intend that the vesting shall be effective upon recordation of the instrument(s) required under Section 6.

3. CONSIDERATION

The Parties acknowledge receipt of consideration consisting of the following: monetary amount $; and other good and valuable consideration described as .

4. CONVEYANCE AND RECORDATION

4.1 Conveyance. Upon satisfaction of the conditions set forth in Section 5, Grantor shall execute and deliver to Grantee a deed or other instrument of conveyance consistent with the vesting set forth in Section 2.

4.2 Recordation. The Parties shall cooperate in the prompt recordation of all instruments necessary to reflect the vesting and transfer. Recording shall be in the official land records of the county where the Property is located: County: .

5. CONDITIONS PRECEDENT

The obligations of the Parties to perform their respective duties under this Agreement are subject to the satisfaction or waiver of the following conditions precedent: (a) delivery of any required payoffs and releases; (b) execution of all conveyancing instruments by any third party necessary to clear title; (c) receipt of any required consents. If any condition precedent is not satisfied by , the non-defaulting Party may elect to terminate or pursue specific performance.

6. REPRESENTATIONS AND WARRANTIES

6.1 Grantor represents and warrants that Grantor has good and marketable title to the Property, subject only to those exceptions disclosed in writing to Grantee prior to the Effective Date.

6.2 Each Party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement, and that execution and delivery of this Agreement has been duly authorized.

7. TAXES, ASSESSMENTS AND LIENS

All real estate taxes, assessments, and liens shall be prorated as of the recordation date. Any transfer taxes or documentary stamps arising from the conveyance shall be paid by , unless otherwise agreed in writing.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant contained in this Agreement.

9. LIMITATION ON TRANSFER

Neither Party shall transfer, encumber, or otherwise convey any interest in the Property inconsistent with the vesting established hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

10. NOTICES

Notices to Grantor

Notices to Grantee

All notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party; the waiver of any breach shall not constitute a waiver of any subsequent breach.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement 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.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable while preserving the Parties' intent.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in one or more 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 that reproduce an original signature shall be deemed original signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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