Legal SBB Agreement

LEGAL SBB AGREEMENT

This Stock Buy-Back Agreement (the Agreement) is made and entered into as of day of , by and between Company Name: , Principal Place of Business: (Company), and Shareholder Name: , Address: (Shareholder). Company and Shareholder are each a Party and collectively the Parties.

RECITALS

WHEREAS, Shareholder is the legal and beneficial owner of the number and class of shares set forth below and desires to sell such shares to Company pursuant to the terms and conditions of this Agreement; and

WHEREAS, Company desires to repurchase such shares from Shareholder for the stated Purchase Price and on the terms set forth in this Agreement in order to effect a voluntary reduction in outstanding equity and to achieve the corporate objectives described herein; and

WHEREAS, the Parties intend that the transactions contemplated by this Agreement be consummated in accordance with applicable law, with appropriate payment mechanisms, and subject to customary conditions and indemnities.

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. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Shares" means shares of stock of Company, now owned by Shareholder.

"Purchase Price" means the aggregate amount payable by Company to Shareholder for the Shares, as set forth in Section 2.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Shareholder shall sell, assign, transfer and deliver to Company, and Company shall purchase from Shareholder, the Shares free and clear of all liens, encumbrances, pledges and restrictions other than restrictions created under this Agreement.

3. PURCHASE PRICE; PAYMENT

The Purchase Price for the Shares shall be (USD), subject to customary adjustments for taxes, transfer expenses and other closing prorations as provided herein. Payment of the Purchase Price shall be made as follows:

If any portion of the Purchase Price is placed into escrow to secure indemnity obligations, the escrow arrangement and escrow amount shall be as follows:

4. CLOSING

The closing of the transactions contemplated by this Agreement (the Closing) shall take place on day of , at or such other time and place as the Parties may mutually agree in writing. At the Closing, Shareholder shall deliver to Company duly executed stock certificates (or electronic transfer documentation) evidencing the Shares accompanied by duly executed transfer instruments, and Company shall deliver the Purchase Price in accordance with Section 3.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Shareholder. Shareholder represents and warrants to Company that: (a) Shareholder is the sole legal and beneficial owner of the Shares and has good and marketable title thereto; (b) the Shares are free and clear of all liens, encumbrances, claims and restrictions except as set forth in this Agreement; (c) Shareholder has full power and authority to sell, assign and transfer the Shares to Company in accordance with the terms hereof; and (d) the execution, delivery and performance of this Agreement by Shareholder does not and will not violate any agreement, law, order, judgment or decree binding on Shareholder.

5.2 Representations and Warranties of Company. Company represents and warrants to Shareholder that: (a) Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) Company has the corporate power and authority to execute and perform this Agreement; and (c) the execution, delivery and performance of this Agreement by Company have been duly authorized by all necessary action on the part of Company.

6. COVENANTS

Each Party covenants to take all actions reasonably necessary to consummate the transactions contemplated by this Agreement, including obtaining any required approvals, executing and delivering such further instruments and documents as may be reasonably requested, and cooperating in the transfer of record or beneficial ownership of the Shares.

7. TAX MATTERS

Each Party shall be responsible for its own tax liabilities arising from the transaction. Shareholder acknowledges that Company makes no representations as to the tax consequences of the sale to Shareholder, and Shareholder agrees to indemnify and hold Company harmless from all taxes (and related interest and penalties) properly attributable to Shareholder's ownership of the Shares prior to the Closing.

8. CONDITIONS PRECEDENT

The obligations of each Party to consummate the Closing are subject to the satisfaction (or waiver) of customary closing conditions, including: (a) the representations and warranties of the other Party being true and correct as of the Closing with only de minimis exceptions; (b) the delivery of all documents required by this Agreement; and (c) no injunction, order or law preventing performance of this Agreement.

9. INDEMNIFICATION

Each Party (an Indemnifying Party) shall indemnify, defend and hold harmless the other Party (an Indemnified Party) from and against any losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of any representation, warranty or covenant of the Indemnifying Party contained in this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought and shall cooperate in the defense or settlement thereof.

10. LIMITATION OF LIABILITY

Except for claims arising from fraudulent misrepresentation or willful misconduct, the aggregate liability of either Party under this Agreement shall not exceed the Purchase Price actually paid at Closing.

11. NOTICES

Notices to Company

Notices to Shareholder

All notices required or permitted to be given under this Agreement shall be in writing and deemed delivered when delivered personally, by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses provided above (or such other address as a Party may designate by notice).

12. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of the waiver is sought; the waiver of any breach shall not operate as a waiver of any subsequent breach.

13. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

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

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes the original intent to the greatest extent possible.

17. MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The Parties acknowledge that each has had the opportunity to consult with counsel of its choice.

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