Share Exchange Agreement

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company A: , a Corporation LLC Other, and Company B: , a Corporation LLC Other (each, a Party and collectively, the Parties).

RECITALS

WHEREAS, Company A is the legal and beneficial owner of certain issued and outstanding shares of capital stock of the corporation identified above as Company A, including the number and class set forth in Schedule A attached hereto;

WHEREAS, Company B is the legal and beneficial owner of certain issued and outstanding shares of capital stock of the corporation identified above as Company B, including the number and class set forth in Schedule B attached hereto; and

WHEREAS, the Parties desire to effect an exchange of Shares on the terms and subject to the conditions set forth in this Agreement.

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

1.1. "Shares" shall mean the capital stock described in Section 2 to be exchanged hereunder, including any share certificates, book entries and rights appurtenant thereto.

1.2. "Closing" means the consummation of the exchange of Shares in accordance with Section 3.

2. EXCHANGE OF SHARES

2.1. Exchange. Subject to the terms and conditions of this Agreement, at the Closing, Company A shall transfer to Company B the number and class of Shares of Company A set forth as Company A Shares to be Transferred: and Company B shall transfer to Company A the number and class of Shares of Company B set forth as Company B Shares to be Transferred: , in exchange for each other in accordance with the Exchange Ratio: .

2.2. Consideration. The consideration for the transferred Shares shall be solely as provided in Section 2.1, subject to adjustment as set forth in this Agreement or in any schedule attached hereto.

3. CLOSING

3.1. Closing Date and Location. The Closing shall take place on Closing Date: at such location as the Parties shall mutually agree or by electronic exchange of documents if permitted by applicable law.

3.2. Deliverables at Closing. At the Closing, each Party shall deliver: (a) duly executed instruments of transfer in form and substance sufficient to transfer good and marketable title to the Shares free and clear of any Liens, and (b) board resolutions and officer certificates authorizing the transactions contemplated hereby.

4. REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of Each Party. Each Party represents and warrants to the other Party, as of the date hereof and as of the Closing, that:

(a) Organization and Authority. Such Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Title to Shares. Such Party is the lawful owner of the Shares to be transferred by it, free and clear of any Liens, except as disclosed in Schedule C attached hereto.

(c) No Conflict; Consents. The execution, delivery and performance of this Agreement by such Party do not and will not (i) violate its charter documents, (ii) require any consent or approval of any governmental authority or third party, other than those listed in Schedule D, or (iii) conflict with any agreement to which it is a party.

5. COVENANTS

5.1. Conduct Prior to Closing. From the date hereof until the earlier of the Closing or termination of this Agreement, each Party shall (a) use commercially reasonable efforts to preserve its business and assets in the ordinary course and (b) not enter into any agreement or take any action that would reasonably be expected to materially impair the value of the Shares or the ability to consummate the transactions contemplated hereby without the prior written consent of the other Party.

5.2. Access to Information. Each Party shall permit the other Party and its authorized representatives reasonable access to the records and personnel of such Party for purposes reasonably related to the transactions contemplated by this Agreement.

6. CONDITIONS TO OBLIGATIONS

6.1. Conditions to Each Party's Obligations. The obligations of each Party to consummate the transactions hereunder are subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) the other Party shall have performed in all material respects its covenants hereunder; (b) all representations and warranties of the other Party shall be true and correct in all material respects as of the Closing; and (c) all required consents and approvals shall have been obtained.

7. INDEMNIFICATION

7.1. General Indemnity. Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its affiliates (the Indemnified Parties) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant of the Indemnifying Party in this Agreement.

7.2. Procedure. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought; provided that failure to give prompt notice shall not relieve the Indemnifying Party except to the extent it is materially prejudiced thereby.

8. TAX MATTERS

8.1. Allocation of Taxes. Each Party shall be responsible for all taxes imposed on it by applicable law with respect to the transfer of its Shares and any income or gain realized as a result of the transactions contemplated by this Agreement, subject to any specific allocations set forth in an executed tax sharing agreement between the Parties.

9. CONFIDENTIALITY

9.1. Non-Disclosure. Each Party agrees to hold in confidence and not to disclose to any third party any non-public information received from the other Party in connection with this Agreement, except as required by law or with the prior written consent of the disclosing Party.

10. NOTICES

All notices, demands, requests or other communications required or permitted hereunder shall be in writing and delivered to the Parties at the following addresses (or to such other address as a Party may designate by written notice):

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of such right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law State: , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement (including all Schedules and exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. COUNTERPARTS

This Agreement may be executed in any number of 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 binding.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties agree to execute and deliver such further instruments and to take such further action as may be necessary to carry out the purposes and intent of this Agreement.

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