Share Transfer Consent Form

SHARE TRANSFER CONSENT FORM

This Share Transfer Consent (the Consent) is made as of by and between Company Name: , a corporation organized under the laws of (the "Company"), and Transferor Name: (the "Transferor").

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of shares of the Company, of the class designated , represented by certificate number(s) (the "Shares");

WHEREAS, Transferor intends to transfer the Shares to Proposed Transferee: for consideration in the amount of (the "Transfer");

WHEREAS, the Company's articles, bylaws, and shareholder agreements may restrict or condition transfers of Shares and require the Company's consent prior to transfer;

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONSENT

Subject to the Conditions to Consent set forth in Section 2 and the representations and warranties in Section 3, the Company hereby consents to the Transfer of the Shares described above effective as of the Effective Date specified in this Consent. Such consent is limited to the specific Shares and Proposed Transferee identified in the Recitals and does not constitute a waiver of any other rights of the Company under its governing documents with respect to present or future transfers.

2. CONDITIONS TO CONSENT

The Company's consent is expressly conditioned upon the timely satisfaction of the following conditions precedent:

(a) Delivery to the Company of duly executed instruments of transfer, share certificates surrendered for endorsement or reissuance, and any stock transfer forms required by the Company's bylaws or shareholder agreements; and evidence of payment of the consideration described in the Recitals.

(b) Receipt by the Company of a certificate of good standing or similar evidence of the Proposed Transferee's legal capacity and, if applicable, evidence of corporate authorization for the acquisition of Shares.

(c) Payment by Transferor of all transfer taxes, fees, and processing charges due in connection with the Transfer and completion of any required board resolutions or filings. Check applicable items provided: Board resolution attached Filing with registrar required

3. REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants to the Company that, as of the Effective Date: (i) Transferor is the sole legal and beneficial owner of the Shares free and clear of all liens, encumbrances, options, rights of first refusal, and claims of third parties; (ii) Transferor has full power and authority to effect the Transfer; and (iii) there are no outstanding agreements or obligations that would prohibit or restrict the Transfer other than those disclosed to the Company in writing.

The Proposed Transferee shall, prior to or contemporaneously with the Transfer, deliver to the Company any acknowledgements or undertakings required by the Company's shareholder agreement confirming that the Proposed Transferee will be bound by the terms of such agreement.

4. COMPLIANCE WITH GOVERNING DOCUMENTS

By consenting to the Transfer, the Company does not amend or waive any provision of its articles, bylaws, shareholder agreements, or other governing instruments, except to the extent expressly set forth in this Consent. The Transferor and Proposed Transferee agree to comply with and be bound by all applicable provisions of those governing documents.

5. INDEMNIFICATION

Transferor and Proposed Transferee, jointly and severally, shall indemnify and hold harmless the Company and its officers, directors and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Consent or from the failure to satisfy the Conditions to Consent.

6. FEES AND EXPENSES

Unless otherwise agreed in writing, Transferor shall be responsible for all fees, taxes and costs associated with the Transfer, including but not limited to transfer taxes, registrar fees and reasonable legal fees incurred by the Company in connection with reviewing and documenting the Transfer.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Consent shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as a party may designate by notice to the other parties.

8. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Consent constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to the Transfer.

10. SEVERABILITY

If any provision of this Consent is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement of the amendment or waiver is sought. Failure to enforce any right shall not be deemed a waiver of that right.

12. COUNTERPARTS

This Consent 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. A signed facsimile or electronic copy of this Consent shall have the same force and effect as an original.

MISCELLANEOUS

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