Share Buyback Resolutions Agreement

SHARE BUYBACK RESOLUTIONS AGREEMENT

This Share Buyback Resolutions Agreement (the Agreement) is made and entered into as of Day Month Year by and between Company Name: , a(n) organized under the laws of , with principal place of business at (Company), and Shareholder Name: , an individual/entity with address at (Shareholder).

RECITALS

WHEREAS, the board of directors of the Company has determined that it is in the best interest of the Company and its shareholders to purchase and retire certain shares of the Company's outstanding capital stock held by the Shareholder under the terms and conditions set forth in this Agreement; and

WHEREAS, the Shareholder desires to sell to the Company, and the Company desires to purchase from the Shareholder, a specified number of shares of the Company's capital stock upon the terms and subject to the conditions contained herein; and

WHEREAS, the Company has obtained all necessary corporate approvals, or will obtain such approvals, to effect the buyback and give full force and effect to the resolutions authorizing the purchase and cancellation of such shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and 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:

"Shares" means shares of stock of the Company, currently held by the Shareholder.

"Purchase Price" means per share, resulting in an aggregate purchase price of .

2. AUTHORITY AND BOARD RESOLUTIONS

The Company represents and warrants that its board of directors has duly adopted resolutions authorizing the purchase of the Shares on the terms set forth in this Agreement, including approval of the Purchase Price and the form of this Agreement. The Company shall deliver a copy of the certified board resolution at or prior to Closing.

3. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, at the Closing the Shareholder shall sell, assign, transfer and deliver to the Company, and the Company shall purchase from the Shareholder, good and valid title to the Shares, free and clear of all liens, encumbrances and restrictions other than restrictions on transfer under applicable securities laws.

4. PURCHASE PRICE; PAYMENT

The aggregate Purchase Price for the Shares shall be paid by the Company to the Shareholder in cash or immediately available funds at the Closing, subject to adjustment as expressly provided in this Agreement. The Purchase Price shall be allocated among the Shares as set forth in Section 1.

5. CLOSING

The Closing shall occur on Day Month Year at a time and place agreed by the parties or by exchange of documents and funds electronically, unless otherwise mutually agreed in writing.

6. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder represents and warrants to the Company that (a) the Shareholder is the lawful owner of the Shares, free and clear of all liens, claims and encumbrances; (b) the Shareholder has full power and authority to transfer the Shares to the Company; (c) the execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, law or order binding upon the Shareholder; and (d) there are no pending or threatened actions, suits, claims or governmental investigations against the Shareholder that would reasonably be expected to impair the Shareholder's ability to consummate the transactions contemplated by this Agreement.

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Shareholder that (a) the Company is duly organized and validly existing under the laws of the jurisdiction of its formation; (b) the Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (d) upon payment of the Purchase Price and the delivery of instruments required at Closing, the Shares will be validly purchased and acquired by the Company and may be retired or cancelled in accordance with applicable law and the Company's organizational documents.

8. COVENANTS

From the date hereof until the Closing, each party shall use commercially reasonable efforts to take all actions and satisfy all conditions reasonably necessary to consummate the transactions contemplated by this Agreement, including obtaining required corporate approvals and delivering required certificates and documents.

9. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of the Indemnified Party.

10. TAX MATTERS

Each party shall be responsible for its own tax liabilities arising from the transactions contemplated by this Agreement. The Shareholder shall provide the Company with any required tax forms or covenants reasonably necessary for the Company to comply with applicable withholding and reporting obligations. The parties shall cooperate in good faith to allocate purchase price for tax purposes where required by law.

11. CONDITIONS PRECEDENT

The obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the party entitled to the benefit thereof) of customary conditions precedent, including delivery of the certified board resolution, delivery of share certificates endorsed for transfer or accompanied by appropriate stock powers, absence of material adverse change to the business or financial condition of the Company, and any required regulatory approvals.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being deposited in the United States mail, certified or registered, postage prepaid, addressed to the parties at the addresses set forth below or to such other address as either party may hereafter designate by notice to the other party.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

14. GOVERNING LAW

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 that would result in the application of the laws of any other jurisdiction.

15. ENTIRE AGREEMENT

This Agreement, together with the documents and instruments delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures delivered by electronic means shall be deemed effective as original signatures.

18. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

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