Legal Share Surrender Agreement

LEGAL SHARE SURRENDER AGREEMENT

This Legal Share Surrender Agreement (the "Agreement") is made and entered into as of Date: by and between Surrendering Shareholder Name: and Company Name: , a corporation organized under the laws of State of Incorporation: .

RECITALS

WHEREAS, the Surrendering Shareholder is the record and beneficial owner of certain shares of the Company's capital stock as set forth below and agrees to surrender and transfer such shares to the Company upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Company desires to accept the surrender of such shares for cancellation or transfer and to take all corporate actions necessary to reflect such surrender on the books and records of the Company in accordance with the Company’s organizational documents and applicable law; and

WHEREAS, the parties desire to set forth the terms, representations and warranties, and closing conditions governing such surrender and the consequences thereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

1. DEFINITIONS

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

"Surrendered Shares" means shares of the Company, Class , certificate numbers: .

2. SURRENDER AND TRANSFER

2.1 Surrender. The Surrendering Shareholder hereby irrevocably surrenders, transfers and assigns to the Company the Surrendered Shares effective as of the Effective Time specified below. The Surrendering Shareholder shall execute and deliver to the Company such instruments of transfer and stock powers, and shall take such other actions, as the Company reasonably requests to effectuate the surrender and transfer.

2.2 Effective Time. The surrender and transfer shall be effective on the Effective Time, which shall be: .

2.3 Form of Shares. The Surrendering Shareholder represents that the Surrendered Shares are: Certificated Uncertificated. If certificated, the share certificate(s) shall be delivered to the Company at Closing.

3. CONSIDERATION

3.1 Consideration. The consideration for the surrender and transfer of the Surrendered Shares shall be: . If monetary, amount: $ .

3.2 No Other Consideration. Except as expressly set forth in this Agreement, the Surrendering Shareholder acknowledges and agrees that no further consideration shall be payable in respect of the surrender and transfer of the Surrendered Shares.

4. REPRESENTATIONS AND WARRANTIES OF SURRENDERING SHAREHOLDER

The Surrendering Shareholder represents and warrants to the Company as of the Effective Time that:

(a) Title and Authority. The Surrendering Shareholder is the legal and beneficial owner of the Surrendered Shares, free and clear of all liens, pledges, encumbrances and adverse claims, and has full power and authority to surrender, transfer and assign the Surrendered Shares in accordance with this Agreement.

(b) No Conflicts. The execution, delivery and performance of this Agreement by the Surrendering Shareholder will not (i) violate any applicable law or the Surrendering Shareholder’s organizational documents, (ii) result in any breach of any agreement to which the Surrendering Shareholder is a party, or (iii) require consent of any third party not already obtained.

(c) No Proceedings. There is no action, suit or proceeding pending or, to the knowledge of the Surrendering Shareholder, threatened against the Surrendering Shareholder that would impair the Surrendered Shares or the ability to transfer them as contemplated herein.

5. REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company represents and warrants to the Surrendering Shareholder that:

(a) Organization and Authority. The Company is duly organized, validly existing and in good standing under the laws of the state identified above and has all requisite corporate power and authority to accept the surrender and to take the actions required by this Agreement.

(b) Corporate Action. All corporate actions required to authorize the acceptance of the Surrendered Shares and the cancellation or transfer thereof have been or will be duly taken in accordance with the Company’s organizational documents and applicable law.

6. CLOSING AND DELIVERIES

6.1 Closing. The closing of the surrender and transfer (the "Closing") shall occur at such time and place as the parties shall mutually agree, but in no event later than , unless extended by written agreement.

6.2 Deliveries by Surrendering Shareholder. At the Closing, the Surrendering Shareholder shall deliver to the Company (i) the share certificate(s) and executed stock power if applicable, (ii) any required resignations or consents referenced herein, and (iii) such other documents as reasonably required to effect the transfer.

6.3 Deliveries by Company. At the Closing, the Company shall deliver evidence of corporate action accepting the surrender and shall, to the extent applicable, update the stock ledger to reflect cancellation or transfer of the Surrendered Shares.

7. TAXES AND WITHHOLDING

The Surrendering Shareholder acknowledges that the surrender may have tax consequences. The Surrendering Shareholder shall be solely responsible for all taxes (federal, state, local and foreign) arising from the surrender or transfer of the Surrendered Shares. The Company may withhold from any consideration payable hereunder such amounts as are required by applicable law.

8. INDEMNIFICATION

The Surrendering Shareholder shall indemnify and hold harmless the Company and its officers, directors and agents against any loss, claim, liability or expense (including reasonable attorneys' fees) arising out of any breach of the Surrendering Shareholder’s representations, warranties or covenants contained in this Agreement. The obligations under this Section shall survive the Closing.

9. REMEDIES

In the event of a breach of this Agreement, the non-breaching party shall be entitled to pursue all available legal and equitable remedies, including specific performance to enforce the surrender and cancellation of shares. The parties acknowledge that money damages may be inadequate to remedy certain breaches.

10. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or electronic transmission if receipt is acknowledged, to the addresses set forth above or to such other address as either party may designate by notice to the other.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or supplemented only by a written instrument executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right. 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.

12. 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 principles of conflicts of law.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

MISCELLANEOUS

13.1 Further Assurances. Each party shall execute and deliver such further documents and take such further action as may be reasonably required to carry out the provisions of this Agreement.

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