Legal Shares and Loan Claim Agreement

LEGAL SHARES AND LOAN CLAIM AGREEMENT

This Legal Shares and Loan Claim Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Client Name: with principal address: (hereinafter "Seller"), and Client Name: with principal address: (hereinafter "Buyer"). Seller and Buyer may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain issued and outstanding shares described as: (the "Shares"); and

WHEREAS, Seller is also the holder of a loan claim evidenced by loan agreement or promissory note identified as: in the original principal amount of $ (the "Loan Claim"); and

WHEREAS, Buyer desires to acquire and Seller desires to sell and assign, upon the terms and subject to the conditions set forth herein, the Shares and the Loan Claim, and the Parties desire to set forth their respective rights and obligations in writing.

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

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined have the following meanings:

(a) "Closing" means the consummation of the transactions contemplated by this Agreement at the place and on the date specified in Section 6.

(b) "Purchase Price" means the aggregate consideration payable by Buyer to Seller for the Shares and Loan Claim as set forth in Section 3.

2. TRANSFER AND ASSIGNMENT

2.1 Sale and Assignment. Subject to the terms and conditions of this Agreement, at Closing Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest of Seller in and to the Shares and the Loan Claim free and clear of all Liens except as expressly permitted by this Agreement.

2.2 Share Certificates; Endorsements. At Closing Seller shall deliver to Buyer properly endorsed share certificates, stock transfer forms and instruments of transfer and such resignations, waivers and other instruments as reasonably necessary to vest in Buyer the legal and beneficial ownership of the Shares.

3. CONSIDERATION AND PAYMENT

3.1 Purchase Price. The Purchase Price for the Shares and Loan Claim shall be $ payable as follows:

(a) Cash at Closing in the amount of $ ; and

(b) The balance by deferred payment or promissory note on terms set forth in the Payment Schedule:

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller hereby represents and warrants to Buyer, as of the date hereof and as of Closing, that:

(a) Organization and Authority. Seller has full corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary corporate or other action.

(b) Title to Shares. Seller is the record and beneficial owner of the Shares and, upon issuance of the transfer documents delivered at Closing, Buyer will acquire good, valid and marketable title to the Shares free of any Liens other than those expressly permitted by this Agreement.

(c) Loan Claim. Seller is the lawful owner and holder of the Loan Claim, and Seller has the right to assign the Loan Claim free of any adverse claims, except as disclosed to Buyer in writing prior to the date hereof in the space below:

4.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and that the execution and delivery of this Agreement and the performance of Buyer’s obligations will not violate any law or agreement binding on Buyer.

5. COVENANTS

5.1 Conduct Prior to Closing. Except as expressly contemplated by this Agreement or consented to in writing by Buyer, from the date hereof until the earlier of Closing or termination of this Agreement, Seller shall not take any action that would materially impair the value of the Shares or the enforceability of the Loan Claim.

5.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may reasonably be requested by the other Party to effectuate the purposes of this Agreement.

6. CLOSING

6.1 Closing Date. The Closing shall take place at such location as the Parties agree on or by electronic exchange of documents on or before (the "Closing Date"), unless extended by mutual written agreement.

6.2 Closing Deliveries. At Closing, Seller shall deliver to Buyer duly executed instruments of transfer, the endorsed original Loan Claim documents (if available), and certificates evidencing the Shares. Buyer shall deliver the Purchase Price in cleared funds and any other documents required by this Agreement.

7. INDEMNIFICATION

7.1 Survival; Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of any breach of Seller’s representations, warranties or covenants hereunder. Seller’s indemnification obligations shall survive Closing for a period of unless a longer period is specified by applicable law.

7.2 Limitation of Liability. Except for claims based on fraud or willful misrepresentation, the aggregate liability of each Party arising out of or related to this Agreement shall not exceed the Purchase Price.

8. SECURITY; PRIORITY

If applicable, at Closing Seller shall grant to Buyer a security interest in the Shares and in proceeds of the Loan Claim to secure any deferred payment obligation, and the Parties shall execute and file such financing statements, notices and other documents as are reasonably necessary to perfect such security interest.

9. NOTICES

All notices, requests, demands and 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 either Party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement is sought. No delay or failure to exercise any right shall operate as a waiver of that right.

11. GOVERNING LAW; COUNTERPARTS; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

11.2 Counterparts. 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. Delivery of an executed counterpart by electronic transmission shall be sufficient to bind the delivering Party.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Entire Agreement. This Agreement, together with any schedules and exhibits 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.

12. MISCELLANEOUS

12.1 Remedies. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. In the event of a breach, the non-breaching Party shall be entitled to seek specific performance and injunctive relief.

12.2 Costs and Expenses. Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and performance of this Agreement.

12.3 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Buyer may assign its rights to an affiliate or in connection with a financing to the extent any assignment does not materially impair Seller's rights hereunder.

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