Business Corporation SPA

BUSINESS CORPORATION SHARE PURCHASE AGREEMENT

This Business Corporation Share Purchase Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Seller is the legal and beneficial owner of shares of common stock (the Shares) of , a business corporation organized under the laws of ;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the Shares on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend for the transfer of the Shares to include all rights, title and interest in the Shares and for the parties to allocate certain duties, representations, warranties and remedies between them as set forth below.

SCOPE OF WORK

The parties agree that the Scope of Work for the transaction includes the preparation, delivery and transfer of share certificates (if issued), execution of all documents required to effect transfer, the provision of corporate records and all actions necessary to accomplish the closing described herein. The specific obligations, deliverables and process are detailed below and any deviations shall be subject to written amendment signed by both parties.

PURCHASE PRICE AND PAYMENT TERMS

The total purchase price for the Shares (the Purchase Price) shall be:

All amounts payable under this Agreement shall be paid in lawful money of the United States and shall be made by wire transfer to the account designated by Seller or by such other method as the parties may agree in writing.

CLOSING; CONDITIONS PRECEDENT

The closing of the purchase and sale of the Shares (the Closing) shall occur on or such other date as the parties mutually agree in writing, subject to satisfaction or waiver of the conditions set forth below.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue in full force and effect until .

Either party may terminate this Agreement prior to Closing if a material condition precedent is not satisfied or waived by the scheduled Closing date; provided that the terminating party delivers written notice of termination to the other party in accordance with the notice provisions below.

CONFIDENTIALITY

Each party (the Receiving Party) agrees to keep confidential and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) received in connection with this Agreement, except as expressly permitted below or required by applicable law.

The obligations of confidentiality do not extend to information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party without restriction prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by applicable law or order of a court or governmental authority, provided that, to the extent permitted, the Receiving Party provides prompt written notice to the Disclosing Party and cooperates to seek a protective order or other appropriate remedy.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Seller represents and warrants that Seller is the sole owner of the Shares free and clear of all liens, claims and encumbrances, and has full power and authority to sell and transfer the Shares. Buyer represents that Buyer has the authority and capacity to enter into this Agreement and to consummate the transactions contemplated herein.

The parties agree to indemnify and hold each other harmless from any losses arising out of breaches of the representations and warranties provided in this Agreement, subject to customary exceptions, limitations and survival periods to be agreed by the parties.

GOVERNING LAW; DISPUTE RESOLUTION

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

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or by the courts of competent jurisdiction in the governing state, as elected by the parties in a separate dispute resolution agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

ENTIRE AGREEMENT; AMENDMENT

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

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties.

NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and shall not affect interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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