Business Stock Proposal

BUSINESS STOCK PROPOSAL

Proposer Name:    Company Name:

Recipient Name:    Proposal Date:

Recitals

WHEREAS, Proposer is the owner or authorized offeror of equity interests in the company named above, and proposes to offer certain shares of the Company's capital stock to the Recipient on the terms and conditions set forth in this Proposal; and

WHEREAS, Recipient desires to review and, subject to negotiation and satisfaction of the conditions set forth herein, accept the offer to purchase or otherwise acquire the shares described in this Proposal; and

WHEREAS, the parties intend that this Proposal will govern the principal economic and legal terms for a potential transfer of equity and will, upon execution by both parties, constitute the basis for preparation of definitive transaction documents.

Scope of Work

Terms of Stock Offer

Class of Stock:    Number of Shares:    Purchase Price per Share:

Total Purchase Amount:    Deposit / Escrow Amount:

Closing Date:    Stock Certificate(s) to be Issued:

Restricted Stock:    Vesting Applies:

Payment Terms

Payment Amount Due at Closing:    Payment Schedule (if installments):

Late Payment Fee:    Acceleration on Default:

Term and Termination

Effective Date:    Expiration / End Date:

Termination for Cause: Either party may terminate this Proposal prior to closing if the other party materially breaches any representation, warranty or covenant, and such breach is not cured within the notice period set forth above.

Confidentiality

Each party shall treat as confidential all non-public information disclosed in connection with this Proposal and shall not use or disclose such information except as necessary to evaluate the transaction or as required by law. Confidential information shall remain the property of the disclosing party and shall be returned or destroyed upon termination of negotiations or upon request.

Representations and Warranties; Conditions Precedent

The parties represent that they have the corporate power and authority to enter into this Proposal. The obligations of the parties to consummate the transaction contemplated herein are subject to customary conditions precedent, including without limitation: (a) board approvals of the Company and approving parties; (b) satisfactory completion of due diligence; (c) absence of any material adverse change; and (d) receipt of any required third-party or regulatory consents.

Board Approval Obtained:    Regulatory Approval Required:

Transfer Restrictions and Other Provisions

Shares issued pursuant to this Proposal shall be subject to the Company's governing documents and any restrictive legends, rights of first refusal, buyback rights, or lock-up agreements set forth in the definitive agreements. The Recipient agrees to be bound by any existing shareholder agreements affecting transfer or repurchase rights.

Governing Law

This Proposal, and any definitive agreements executed pursuant hereto, shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

Entire Agreement

This Proposal constitutes the complete and exclusive statement of the terms between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and agreements, whether written or oral. No amendment or waiver of any provision of this Proposal shall be effective unless in writing and signed by both parties.

Acceptance

To accept this Proposal, the Recipient must sign below. Execution of this Proposal by both parties will indicate agreement to the principal terms herein and will obligate the parties to negotiate in good faith the definitive agreements required to effect the transaction described.

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