Share Swap Agreement Template

SHARE SWAP AGREEMENT

This Share Swap Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , a organized under the laws of , with registration/ID number and principal address ; and Party B Name: , a organized under the laws of , with registration/ID number and principal address . Each of Party A and Party B is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is the registered holder of shares of (the "A Shares") in ;

WHEREAS, Party B is the registered holder of shares of (the "B Shares") in ;

WHEREAS, the Parties desire to exchange specified shares on the terms and subject to the conditions set forth in this Agreement so as to effect a reallocation of ownership interests and attendant rights.

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. Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Closing" means the consummation of the Share Swap in accordance with Section 5. "Effective Date" means the date first written above. "Shares" means the A Shares and B Shares, as applicable.

2. SHARE SWAP

2.1. Exchange. Subject to the terms and conditions of this Agreement, at the Closing each Party shall transfer to the other Party the Shares set forth opposite such Party's name below, free and clear of all liens, encumbrances, security interests, claims and restrictions:

(a) Party A shall transfer to Party B: .

(b) Party B shall transfer to Party A: .

3. CONSIDERATION; ISSUANCE

3.1. Consideration. The consideration for each transfer shall be the mutual exchange of Shares described in Section 2. The Parties acknowledge that no further cash payment is required unless otherwise set forth in a contemporaneous written agreement executed by the Parties.

3.2. Share Certificates and Records. At Closing, each Party shall deliver stock certificates (or instruments of transfer appropriate to uncertificated shares), duly endorsed for transfer or accompanied by duly executed transfer instruments, and the corporate records of the issuing company shall be updated to reflect the transfers.

4. CONDITIONS PRECEDENT

4.1. Each Party's obligation to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or before the Closing Date, of the following conditions (unless waived in writing): (a) all corporate approvals required under the constitutive documents and applicable law shall have been obtained; (b) there shall be no injunction or restraining order preventing the Closing; and (c) the representations and warranties of the other Party shall be true and correct in all material respects as of the Closing.

4.2. Closing Date. The Closing shall occur on Closing Date: , or such other date as the Parties may agree in writing.

5. CLOSING

5.1. At the Closing, (a) Party A shall deliver to Party B the instruments described in Section 3.2 with respect to the A Shares to be transferred, and (b) Party B shall deliver to Party A the instruments described in Section 3.2 with respect to the B Shares to be transferred. The Parties shall execute and deliver such additional documents and instruments as may be reasonably necessary to effect the transfers.

6. REPRESENTATIONS AND WARRANTIES

6.1. Mutual Representations. Each Party represents and warrants to the other Party that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (c) this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application relating to or affecting creditors' rights.

6.2. Additional Party-Specific Representations. (a) Party A represents and warrants that it is the sole legal and beneficial owner of the A Shares to be transferred, that such A Shares are fully paid and non-assessable, and that such A Shares are free and clear of all liens, encumbrances and restrictions other than restrictions under applicable securities laws.

(b) Party B represents and warrants that it is the sole legal and beneficial owner of the B Shares to be transferred, that such B Shares are fully paid and non-assessable, and that such B Shares are free and clear of all liens, encumbrances and restrictions other than restrictions under applicable securities laws.

7. COVENANTS

7.1. Conduct Prior to Closing. Each Party covenants that, between the Effective Date and the Closing, it will conduct its business in the ordinary course and will not take any action that would reasonably be expected to prevent or materially impede the consummation of the transactions contemplated by this Agreement.

7.2. Public Announcements. No Party shall issue any press release or make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by applicable law or the rules of any applicable stock exchange or regulatory authority.

8. TAX MATTERS

8.1. Each Party shall be responsible for its own taxes arising as a result of the transactions contemplated by this Agreement, except to the extent otherwise required by applicable law or agreed in writing. The Parties shall cooperate in good faith to minimize tax liability and to prepare any filings required by tax authorities.

9. INDEMNIFICATION

9.1. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or covenant of the Indemnifying Party contained in this Agreement. The Indemnified Party shall give prompt written notice of any claim for which indemnity is sought and shall permit the Indemnifying Party to assume the defense thereof.

10. FURTHER ASSURANCES

10.1. From time to time after the Closing, each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement and to give effect to the transactions contemplated hereby.

11. NOTICES

11.1. All notices, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth in this Agreement or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

13.1. This Agreement (including the schedules and exhibits hereto, if any) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. AMENDMENT; WAIVER

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

15. SEVERABILITY

15.1. 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 be affected or impaired thereby, and the Parties shall negotiate in good faith a valid substitute provision that comes closest to the Parties' intent.

16. COUNTERPARTS

16.1. 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 transmission shall be effective as original signatures.

17. MISCELLANEOUS

17.1. No third-party beneficiary. Except as expressly provided herein, nothing in this Agreement is intended to confer upon any person other than the Parties any rights or remedies of any nature.

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