Legal Share Removal Agreement

LEGAL SHARE REMOVAL AGREEMENT

This Legal Share Removal Agreement ("Agreement") is made as of by and between Company Name: , a organized under the laws of ("Company"), and Shareholder Name: ("Shareholder").

RECITALS

WHEREAS, Shareholder is the record and beneficial owner of shares of the Company of the class (the "Shares"), evidenced by certificate number(s) ;

WHEREAS, the Board of Directors (or equivalent governing body) of the Company has determined that the removal and cancellation of a portion or all of the Shares held by Shareholder is necessary and appropriate under the Company's governing documents, applicable law, and the agreements between the parties; and

WHEREAS, the parties desire to set forth the terms on which Shareholder will remove, transfer, surrender, or have cancelled certain Shares and to set forth related mutual releases, representations and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth herein, the parties hereby agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, the following terms have the meanings set forth below:

"Effective Date" means , on which the removal and cancellation described in Section 2 shall be effective.

2. REMOVAL, SURRENDER AND CANCELLATION OF SHARES

2.1 Removal. Subject to the terms and conditions of this Agreement, Shareholder hereby surrenders, transfers, and irrevocably cancels shares of class (the "Removed Shares"). The Removed Shares shall be retired and shall not be reissued.

2.2 Delivery of Instruments. Concurrently with the execution of this Agreement, Shareholder shall deliver to the Company the original stock certificate(s) for the Removed Shares, together with a duly executed stock power or other instruments of transfer in form reasonably satisfactory to the Company.

2.3 Effective Entry. Upon receipt of the instruments required by Section 2.2 and satisfaction of the conditions in Section 6, the Company shall cancel the relevant certificate(s) and record the cancellation in the Company's stock ledger as of the Effective Date.

3. CONSIDERATION

3.1 Payment. As full and final consideration for the surrender, transfer and cancellation of the Removed Shares, the Company shall pay to Shareholder the sum of (the "Consideration"), payable in accordance with the schedule and method set forth below.

3.2 Alternative Consideration. The parties acknowledge that consideration may include non-cash consideration, including promissory notes, release of obligations, or forfeiture of accrued rights. Any such alternative consideration must be described and agreed in writing and appended to this Agreement.

4. TRANSFER, LEDGER UPDATE AND FILING

4.1 Stock Ledger. The Company shall update its stock ledger to reflect the cancellation of the Removed Shares and shall annotate, retire or otherwise mark the cancelled certificates as required by law and the Company's governing documents.

4.2 Filings. The Company shall, at its expense, prepare and file any required corporate filings, minutes or resolutions to document Board approval and the cancellation. Shareholder shall reasonably cooperate by executing documents reasonably required to effectuate such filings.

5. REPRESENTATIONS AND WARRANTIES

5.1 Shareholder Representations. Shareholder represents and warrants to the Company as of the Effective Date that: (a) Shareholder is the lawful owner of the Removed Shares, free and clear of any liens, pledges, security interests, encumbrances, claims or restrictions except as disclosed in writing to the Company; (b) Shareholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution and performance of this Agreement do not violate any agreement or legal obligation of Shareholder; and (d) no consent, approval or authorization of any third party is required to permit the transactions contemplated by this Agreement except as disclosed in writing.

5.2 Company Representations. The Company represents and warrants to Shareholder that: (a) the Company has full corporate power and authority to enter into this Agreement; (b) the Board has validly approved the cancellation of the Removed Shares in accordance with applicable law and the Company's governing documents; and (c) upon performance by the parties of their obligations hereunder, the Company will have taken all necessary corporate actions to effectuate the cancellation.

6. CONDITIONS PRECEDENT

The obligations of the Company and Shareholder under this Agreement are subject to the satisfaction or waiver of the following conditions precedent on or before the Effective Date: (a) delivery by Shareholder of the original certificate(s) and duly executed transfer instruments; (b) receipt by the Company of any required Board or member consents; and (c) completion of any required corporate filings. The parties may, by written agreement, waive any of the foregoing conditions.

7. RELEASE, INDEMNITY AND SURVIVAL

7.1 Mutual Release. Upon payment of the Consideration and completion of the acts required by this Agreement, Shareholder releases the Company and its affiliates, and the Company releases Shareholder, from all claims arising out of or relating to the Removed Shares, except for claims arising from fraud, willful misconduct, or material breach of this Agreement.

7.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of its representations, warranties or covenants under this Agreement.

7.3 Survival. The representations, warranties, covenants and indemnities set forth in this Agreement shall survive the Effective Date in accordance with applicable law for a period of or as otherwise required by governing law.

8. TAX TREATMENT

The parties acknowledge that they have not relied on any tax advice from the other party. Each party shall be responsible for its own tax reporting and liabilities arising from the transactions contemplated by this Agreement. To the extent any withholding or other tax obligations arise, the parties agree to cooperate to allocate responsibility in accordance with applicable law and the parties' tax positions.

9. CONFIDENTIALITY

Except as required by law or by regulatory authorities, each party shall keep confidential the terms of this Agreement and any non-public information obtained in connection with the negotiation and performance hereof; provided, however, that disclosures to legal and tax advisors or as required in corporate filings are permitted.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below. Notices are effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended or modified by a written instrument signed 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 is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be deemed originals for all purposes.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located in that State.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules or exhibits attached hereto and any documents executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

All obligations, rights and remedies set forth in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Headings are for convenience only and shall not affect interpretation.

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