Legal Share Reduction Agreement

LEGAL SHARE REDUCTION AGREEMENT

This Legal Share Reduction Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: , a jurisdiction of organization: (the "Company"), and Shareholder Name: (the "Shareholder"). Company registration or identifier (if any): .

RECITALS

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to reduce the number of issued and/or authorized shares of certain classes of the Company's capital stock on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Shareholder is the holder of certain issued shares of the Company as reflected in the Company's register and desires to consent to or effect the reduction of such issued shares on the terms set forth herein; and

WHEREAS, the parties intend that the reduction shall be implemented in accordance with applicable corporate law and the Company's articles of incorporation and bylaws.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for 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:

"Reduction Date" means the date on which the share reduction is effective as of the close of business: .

"Affected Shares" means the issued shares of class: in the aggregate number of: shares of par value per share.

2. SHARE REDUCTION

2.1 Reduction. Subject to the terms and conditions of this Agreement, the Company shall effect on the Reduction Date a reduction of issued shares by cancelling and extinguishing the Affected Shares such that the number of issued shares of the class set forth above shall be reduced by the stated amount. The Company shall take all necessary corporate actions to effect such reduction, including the execution and filing of any documents required by law and the amendment of the articles of incorporation if necessary.

2.2 Consideration for Reduction. The consideration for the reduction of the Affected Shares shall be: . If monetary consideration is provided, the amount and payment terms shall be: and payment date: .

3. EFFECT ON CAPITAL STRUCTURE

3.1 Certificate Adjustment. Upon the Reduction Date, the Company shall update its register of members and, if applicable, issue corrected share certificates or update electronic registers to reflect the cancelled Affected Shares. The cancelled shares shall be treated for all corporate purposes as having ceased to be outstanding.

3.2 Authorized Capital. If the reduction requires amendment of the authorized share capital, the Company shall prepare and file an amendment to its articles of incorporation to reflect the amended authorized share capital and shall seek any required shareholder or regulatory approvals.

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations. The Company represents and warrants to the Shareholder that:

(a) it is duly organized, validly existing and in good standing in its jurisdiction of organization and has full corporate power and authority to enter into and perform its obligations under this Agreement;

(b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and, subject to receipt of any required shareholder approval, will not violate its articles of incorporation or bylaws;

(c) as of the date hereof, the Affected Shares are validly issued, fully paid and non-assessable and, other than liens, pledges, encumbrances or restrictions disclosed in writing to the Shareholder prior to the date of this Agreement, are free and clear of any security interest.

4.2 Shareholder Representations. The Shareholder represents and warrants that:

(a) the Shareholder is the lawful owner of the Affected Shares and has full power and authority to enter into and perform under this Agreement; and

(b) the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of its obligations will not violate any agreement, instrument, law or order by which the Shareholder is bound.

5. APPROVALS, BOARD RESOLUTIONS AND FILINGS

5.1 Corporate Approval. The Company shall obtain and deliver to the Shareholder certified copies of all board resolutions and, where required by law or the Company's organizational documents, shareholder resolutions approving the reduction prior to the Reduction Date.

5.2 Filings. The Company shall prepare and cause to be filed any required notices, filings or amendments with governmental or regulatory authorities to effect the reduction and shall bear responsibility for paying any fees associated with such filings unless otherwise agreed in writing.

6. CONDITIONS PRECEDENT

The obligations of the parties to effect the reduction are subject to the satisfaction or waiver of the following conditions precedent on or before the Reduction Date:

(a) receipt by the Shareholder of copies of the Board and, if applicable, shareholder resolutions approving the reduction; and

(b) completion of any required statutory waiting periods and filing of any required corporate filings or amendments.

7. TAX MATTERS

Each party acknowledges that the tax consequences of the reduction may be material and that neither party is relying on the other for tax advice. The Shareholder shall be solely responsible for the payment of any taxes imposed on the Shareholder arising from or in connection with the reduction unless otherwise agreed in writing.

8. COVENANTS

8.1 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably required to carry out the purposes of this Agreement.

8.2 No Further Claims. Upon completion of the reduction and receipt of any agreed consideration, the Shareholder releases the Company from any further claim with respect to the cancelled Affected Shares except for claims arising from a breach of this Agreement.

9. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or when sent by certified mail, return receipt requested, to the address set forth below (or at such other address as a party may designate by notice):

10. AMENDMENTS; WAIVER

No amendment, supplement, waiver or termination of this Agreement shall be effective unless made in a written instrument signed by the parties hereto. No failure or delay in exercising any right, power or remedy shall operate as a waiver.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Company's organization: , without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the courts located in such jurisdiction for the resolution of any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, relating to such subject matter. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. MISCELLANEOUS

13.1 Remedies. The parties agree that monetary damages may be inadequate to redress a breach of this Agreement and that, in addition to any other remedy available, a party shall be entitled to injunctive relief to enforce the terms of this Agreement.

13.2 Survival. All representations, warranties and covenants made in this Agreement shall survive the Reduction Date to the extent necessary to effectuate the intent of this Agreement.

SCHEDULES AND ATTACHMENTS

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