Assignment of Share Interest Agreement

ASSIGNMENT OF SHARE INTEREST AGREEMENT

This Assignment of Share Interest Agreement (the "Agreement") is made as of by and between Assignor Name: , Assignor Entity Type: Individual Corporation LLC, with principal address: ; and Assignee Name: , Assignee Entity Type: Individual Corporation LLC, with principal address: .

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain shares of capital stock (the "Shares") of , evidenced by certificate number(s): ;

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to shares of the class, constituting approximately of the outstanding shares;

WHEREAS, Assignee desires to acquire such Shares and Assignor and Assignee desire to set forth their agreement with respect thereto.

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. ASSIGNMENT AND TRANSFER

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Shares described above, together with all rights, privileges and appurtenances thereto, including rights to dividends declared after the Effective Date and voting rights, unless otherwise specified in Section 1.3.

1.2 Consideration. As full consideration for the assignment of the Shares, Assignee shall pay to Assignor the sum of $ (the "Consideration") on or before the Closing. Payment terms:

1.3 Reservation of Rights. Unless otherwise agreed in writing, the assignment transfers beneficial ownership of the Shares. Any special rights or restrictions attached to the Shares shall remain in full force and effect and are binding upon Assignee.

2. REPRESENTATIONS AND WARRANTIES

2.1 Assignor Representations. Assignor represents and warrants to Assignee as of the Effective Date that:

(a) Assignor is the sole legal and beneficial owner of the Shares, free and clear of all liens, encumbrances, pledges, charges, security interests and encumbrances of any kind; and has full right, power and authority to assign the Shares;

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any agreement, judgment, order or law applicable to Assignor, and no consent of any third party or governmental authority is required except those consents disclosed here: ;

(c) There are no actions, suits or proceedings pending or threatened against Assignor that would impair Assignor's ability to perform under this Agreement.

2.2 Assignee Representations. Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation of Assignee enforceable in accordance with its terms, and that Assignee has conducted its own due diligence with respect to the Shares.

3. CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions to Each Party's Obligations. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction 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 the Closing; (b) no injunctions or orders preventing the Closing shall have been issued; and (c) delivery of documents required by Section 4.

4. CLOSING; DELIVERABLES

4.1 Closing. The closing of the assignment (the "Closing") shall occur on the Effective Date or at such other time and place as the parties may agree in writing.

4.2 Deliverables by Assignor. At Closing, Assignor shall deliver to Assignee: (a) stock certificate(s) representing the Shares, duly endorsed or accompanied by appropriate instruments of transfer; (b) a written resignation or release of any applicable preemptive rights if required: ; and (c) such other documents as may be reasonably requested to effect the transfer.

4.3 Deliverables by Assignee. At Closing, Assignee shall deliver the Consideration to Assignor in immediately available funds (or other form as agreed) and any instruments necessary to record Assignee's ownership of the Shares.

5. TAXES AND EXPENSES

Unless otherwise agreed, all transfer taxes, documentary stamps, filing fees and similar charges arising from the transfer of the Shares shall be borne by . Each party shall pay its own legal and accounting fees related to the transaction.

6. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement. Assignee shall indemnify Assignor for any breach of Assignee's representations, warranties or covenants.

7. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the transfer of the Shares and give effect to the intent of this Agreement.

8. CONFIDENTIALITY

The parties agree to keep the terms, amount of consideration and other non-public information concerning this Agreement confidential, except as required by law or as necessary to effectuate the transaction, in which case the disclosing party shall use reasonable efforts to obtain confidentiality protections.

9. NOTICES

All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested):

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of that or any other provision. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations without the prior written consent of the other, except that Assignee may assign to an affiliate.

12.2 Expenses. Except as otherwise provided, each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and performance of this Agreement.

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