Corporate Share Transfer Resolution

CORPORATE SHARE TRANSFER RESOLUTION

The undersigned, being the Board of Directors of Corporation Name: , a corporation organized under the laws of Jurisdiction: (the "Company"), hereby adopt the following resolution at a duly convened meeting held on Meeting Date: at Meeting Location: , with a quorum present and acting throughout.

RECITALS

WHEREAS, Transferor: is the record owner of and holds legal and beneficial title to Class of Shares: represented by Certificate No.: , comprising Number of Shares: shares of the Company;

WHEREAS, Transferor desires to transfer and Transferee: desires to accept the transfer of such shares on the terms and conditions set forth herein; and

WHEREAS, the Board has determined that the proposed transfer is consistent with the Company's organizational documents and applicable law and that it is in the best interests of the Company to authorize and effect the transfer subject to the conditions below.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization of Transfer. The Board hereby authorizes and approves the transfer of Number of Shares: shares of the Company's stock from Transferor to Transferee, effective as of Effective Date: , subject to the terms and conditions set forth in this resolution.
2. Consideration. The Board finds that the consideration to be received by the Transferor for the transfer is Consideration (cash or description): , which the Board deems fair and adequate. Any adjustments to the consideration shall be documented in a contemporaneous writing executed by both parties.
3. Representations and Warranties of Transferor. Transferor represents and warrants to the Company and Transferee that: (a) Transferor is the lawful owner of the shares being transferred and has good and marketable title thereto free and clear of all liens, encumbrances, claims and restrictions other than restrictions on transfer arising under the Company's governing documents and applicable securities laws; (b) Transferor has full authority to transfer such shares and such transfer will not violate any agreement, order or law to which Transferor is subject; and (c) all information furnished by Transferor to the Company in connection with the transfer is true, complete and correct.
4. Representations and Warranties of Transferee. Transferee represents and warrants that: (a) Transferee has the legal capacity and authority to accept the transfer; (b) Transferee has reviewed the Company's organizational documents and is acquiring the shares for Transferee's own account for investment and not with a view to distribution, except as disclosed in writing; and (c) Transferee will comply with any legend or restrictions required by the Company or applicable law.
5. Closing Deliverables and Conditions. The closing of the transfer (the "Closing") is conditioned upon receipt by the Company of: (a) duly endorsed share certificate(s) evidencing the shares being transferred or such other instruments of transfer as the Company may require; (b) duly executed transfer documentation, including a stock power or assignment instrument in form and substance satisfactory to the Company; and (c) evidence of payment of the agreed consideration. The Company is authorized to refuse to effect the transfer until all closing conditions are satisfied.
6. Registration and Issuance. Upon satisfaction of the conditions set forth above, the Company is authorized to cancel the surrendered certificate(s), if any, and to issue and deliver to Transferee a new share certificate registered in Transferee's name representing the transferred shares and to record the transfer in the Company's stock ledger.
7. Indemnification. Transferor shall indemnify and hold harmless the Company and Transferee from and against any losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants contained in this resolution or arising from any lien or claim existing prior to the Closing.
8. Officer Authorization. Any officer of the Company is authorized and directed to execute, deliver and file all documents and instruments, and to take all such actions, as such officer deems necessary or desirable to carry out the intent and purposes of this resolution, including, without limitation, updating the Company's transfer ledger and issuing certificates.

NOTICES

MISCELLANEOUS

Governing Law: This resolution shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to conflicts of law principles.

Entire Agreement: This resolution, together with any related transfer documents executed contemporaneously, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating thereto.

Amendments and Waiver: No amendment, modification or waiver of any provision of this resolution shall be effective unless set forth in a written instrument executed by the party against whom enforcement of the change is sought. No waiver by any party of any breach shall be deemed a waiver of any other or subsequent breach.

Severability: If any provision of this resolution is held invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the maximum extent permitted by law.

Counterparts and Electronic Signatures: This resolution may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

BOARD CERTIFICATION

The undersigned hereby certify that the foregoing resolution was duly adopted by the Board of Directors of the Company in accordance with the Company's articles of incorporation and bylaws and that such resolution remains in full force and effect as of the date of signature below.

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