Corporate Stock Transfer Agreement

Corporate Stock Transfer Agreement

This Corporate Stock Transfer Agreement (the Agreement) is entered into as of Effective Date: by and between Transferor Name: whose address is (Transferor), and Transferee Name: whose address is (Transferee), relating to shares of Corporation Name: , a corporation organized under the laws of .

Recitals

WHEREAS, Transferor is the record and beneficial owner of certain shares of the capital stock of the Corporation consisting of shares of (the Shares), evidenced by certificate number(s) .

WHEREAS, Transferor desires to sell, assign and transfer the Shares to Transferee and Transferee desires to purchase the Shares upon the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that all corporate and regulatory approvals required for the transfer shall be obtained and that the transfer shall be effective in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For the purposes of this Agreement the following terms shall have the meanings set forth below:

"Shares" means the number and class of shares described above and more particularly identified in Exhibit A (if any), and includes all dividends, distributions and rights that accrue to the holder after the Effective Date.

"Certificate" means any stock certificate evidencing the Shares, including any instruments of transfer or stock power required to effect the assignment of record ownership.

2. Transfer and Assignment

Subject to the terms and conditions of this Agreement, Transferor hereby sells, assigns, conveys and transfers to Transferee all of Transferor's right, title and interest in and to the Shares, free and clear of all liens, security interests, encumbrances and restrictions, other than restrictions under applicable securities laws and the Corporation's charter, bylaws or stockholder agreements.

3. Purchase Price; Payment

The aggregate purchase price for the Shares shall be (Purchase Price), payable in accordance with this Section.

Cash Check Wire Transfer

4. Closing

The closing of the transfer (Closing) shall occur at such place and time as the parties may agree, but no later than Closing Date: unless extended by mutual written agreement.

At the Closing, Transferor shall deliver to Transferee the Certificate(s) duly endorsed in blank or accompanied by an executed stock power in form and substance sufficient to transfer the Shares free of all liens, and Transferee shall deliver the Purchase Price as provided in Section 3. Each party shall deliver such other instruments and certificates as reasonably required to consummate the transfer.

5. Representations and Warranties of Transferor

Transferor represents and warrants to Transferee that, as of the Effective Date and as of the Closing:

(a) Transferor is the lawful owner of the Shares, has good and marketable title thereto and has full power and authority to transfer the Shares to Transferee free and clear of any liens, claims or encumbrances.

(b) The execution, delivery and performance of this Agreement by Transferor have been duly authorized by all necessary action. This Agreement constitutes a valid and binding obligation of Transferor enforceable in accordance with its terms.

(c) There are no outstanding agreements, options, warrants, rights of first refusal or other instruments obligating Transferor to sell or transfer, or granting any third party the right to purchase or acquire, the Shares except as expressly disclosed in writing to Transferee.

6. Representations and Warranties of Transferee

Transferee represents and warrants to Transferor that:

(a) Transferee has the full power and authority to execute and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Transferee enforceable in accordance with its terms.

(b) Transferee has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of acquiring the Shares and is acquiring the Shares for investment and not with a view to distribution.

7. Conditions to Closing

The obligations of each party to effect the Closing are subject to the satisfaction or waiver of the following conditions: (i) all representations and warranties of the other party shall be true and correct in all material respects, (ii) each party shall have performed in all material respects its covenants and obligations required to be performed at or prior to the Closing, and (iii) no injunction, judgment or order shall be in effect preventing the transfer of the Shares.

8. Indemnification

Transferor shall indemnify, defend and hold harmless Transferee and its affiliates from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants contained in this Agreement. Transferee shall indemnify Transferor to the extent of any breach of Transferee's representations, warranties or covenants.

9. Tax Matters

Each party shall be responsible for its own tax liabilities imposed by reason of the transfer of the Shares. To the extent required by applicable law, Transferee may withhold amounts and provide withholding certificates; Transferor shall cooperate and provide any information reasonably requested to determine tax treatment. Any transfer taxes, if applicable, shall be paid by .

10. Further Assurances

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested by the other party to effectuate the transactions contemplated by this Agreement, including the execution of stock powers, affidavits and other documents reasonably required by the Corporation or transfer agents.

11. Notices

All notices, requests, demands or other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section) and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. Governing Law; Entire Agreement; Severability

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

14. Miscellaneous

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Transferee may assign its rights to an affiliate.

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