Legal Stock Changes Form

LEGAL STOCK CHANGES FORM

This Legal Stock Changes Form is made effective as of by and between Company Name: , a corporation organized under the laws of State of Incorporation: (the "Company"), and Shareholder Name: (the "Shareholder").

RECITALS

WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interests of the Company and its shareholders to effect certain changes to the Company's capital structure, share issuances, transfers, cancellations, or conversions as set forth herein; and

WHEREAS, the Shareholder holds certain shares of the Company and desires to consent to, authorize, or effect specified changes in the number, class, designation, par value, issuance, transfer, conversion, or cancellation of such shares in accordance with applicable law, the Company's certificate of incorporation and bylaws, and any required corporate approvals; and

WHEREAS, the parties intend by this instrument to set forth the terms, approvals and documentation necessary to implement the stock changes described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, 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 Form, the following terms shall have the meanings set forth below: "Affected Shares" means the shares subject to any change described in this Form; "Certificate" means any stock certificate or electronic share instrument; "Record Date" means the date established by the Company for the purposes of determining holders entitled to any action described herein.

2. TYPE OF STOCK CHANGE (SELECT ALL THAT APPLY)

Increase authorized shares Decrease authorized shares Issuance of new shares Transfer of shares Conversion of shares Cancellation or retirement

3. CHANGE TO AUTHORIZED CAPITAL

If increasing or decreasing the authorized capital, the Company shall amend its certificate of incorporation to reflect the new authorized number of shares for the class specified below and the corresponding par value. Class: ; Prior authorized: ; New authorized: ; Par value per share: .

4. ISSUANCE, TRANSFER, CONVERSION, CANCELLATION

Effective Date of Change: .

For issuance: Number of shares to be issued: ; Class: ; Recipient: ; Consideration: ; Amount/Value: .

For transfer: Transferor: ; Transferee: ; Number of shares: ; Certificate Nos.: .

For conversion: Conversion ratio: ; Source class: ; Resulting class: .

For cancellation/retirement: Number of shares to be cancelled: ; Reason for cancellation: ; Certificate Nos. surrendered: .

5. CONSIDERATION AND PAYMENT

The consideration described above shall be paid or satisfied in full on or before the Effective Date of Change. Method of payment or satisfaction: . If consideration includes cash, the total cash amount is: .

6. STOCK CERTIFICATES, LEDGER ENTRY, AND LEGENDS

Upon issuance, transfer or conversion, the Company shall issue or reissue Certificates in the names of the appropriate holders and make corresponding entries in the Company's stock ledger reflecting the changes. Any Certificates issued shall bear legends required by applicable securities laws, contractual restrictions and the Company's governing documents. Specific legend language required:

7. APPROVALS AND CONDITIONS PRECEDENT

The effectiveness of the changes described herein is conditioned upon the satisfaction of the following approvals and conditions precedent:

Board resolution approving changes adopted on: ; Shareholder approval obtained on: (if required).

The Company shall file and record any required amendments, certificates, filings or notices with the appropriate authorities and provide certified copies of such filings to the Shareholder upon request.

8. REPRESENTATIONS AND WARRANTIES

Company represents and warrants that: (a) it has full corporate power and authority to effect the changes described herein; (b) all corporate actions required to authorize and approve the changes have been duly taken in accordance with law and the Company's governing documents; and (c) upon issuance, transferred or converted shares will be validly issued, fully paid and non-assessable, subject to any applicable legend.

Shareholder represents and warrants that: (a) it is the lawful owner of the shares being transferred or affected and has the authority to enter into this Form; (b) shares tendered for transfer or cancellation are free of liens, encumbrances and adverse claims except as disclosed in writing to the Company; and (c) any consideration to be paid has been or will be provided as set forth herein.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties or covenants contained in this Form, except to the extent such losses result from the indemnified party's own gross negligence or willful misconduct.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may designate by notice). Company Notice Address:

11. MISCELLANEOUS

Governing Law: This Form shall be governed by and construed in accordance with the internal laws of the State of Jurisdiction: without regard to conflict of laws principles.

Entire Agreement: This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties.

Severability: If any provision of this Form is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Amendments; Waiver: No amendment, waiver or modification of this Form shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

Counterparts: This Form 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. Signatures delivered by electronic means shall be effective as originals.

12. ADDITIONAL DETAILS

CERTIFICATION

The undersigned officers of the Company certify that the matters set forth herein were duly approved in accordance with applicable law and the Company's governing documents, and that the persons executing below on behalf of the Company are duly authorized to do so.

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