Share Transfer Document

SHARE TRANSFER DOCUMENT

Parties

Recitals

WHEREAS, Company Name: (the "Company") is a corporation duly organized and validly existing under the laws of the jurisdiction indicated in this Agreement; and

WHEREAS, Transferor is the lawful owner of certain shares in the capital of the Company and desires to transfer and convey to Transferee, and Transferee desires to accept, the shares described below upon the terms and subject to the conditions set forth in this document;

WHEREAS, the parties intend this document to effect the transfer of legal and beneficial ownership of the shares and to set forth payment, registration and other ancillary obligations between the parties.

Transfer Details

Number of Shares:    Share Class:    Certificate Number(s):

Effective Date of Transfer:

Consideration: The shares are transferred for the consideration described below and acknowledged by the parties.

Cash payment    Promissory note    Other (describe below)

Scope of Transfer

The Scope of Transfer describes the actions required of the parties to effect the transfer, including execution of share transfer instruments, delivery of share certificates (if applicable), and registration on the books of the Company.

Payment Terms

Late Fee: A late payment incurs interest at on overdue amounts, compounded monthly, until paid in full.

Representations and Warranties

Transferor represents and warrants to Transferee that Transferor is the sole legal and beneficial owner of the shares being transferred, has full right, power and authority to transfer such shares, and that the shares are free and clear of liens, encumbrances, pledges, claims, options and restrictions except as disclosed in writing to Transferee prior to the Effective Date.

Transferee represents and warrants that Transferee has the authority and capacity to enter into this Agreement and accept the shares, and that the acquisition of the shares will not violate any agreement, law, or order applicable to Transferee.

Transferor shall deliver to Transferee, contemporaneously with execution, duly endorsed share certificates (if issued) or duly executed transfer instruments, and shall execute any further instruments reasonably requested to record the transfer on the books of the Company.

No liens, claims or encumbrances exist on the shares    Transferor has authority to transfer

Registration and Delivery

Upon receipt of consideration in accordance with this Agreement, the Company (or Transferor, as applicable) shall record the transfer on its stock ledger and deliver to Transferee evidence of registration. The parties agree to execute any stock transfer forms, powers of attorney, or other documents reasonably necessary to effect registration.

Indemnification

Transferor agrees to indemnify, defend and hold harmless Transferee and the Company from and against any losses, liabilities, costs, damages or expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations and warranties, or any claim with respect to ownership or title to the shares prior to the Effective Date.

Confidentiality

Each party shall keep confidential all non-public information concerning the other party and the terms of this Agreement, and shall not disclose such information except as required by law, regulation, or the order of a court or competent authority, or to its professional advisers on a confidential basis.

Term and Termination

This Agreement shall become effective on the Start Date: and shall continue in effect until the End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days' written notice.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of: without regard to conflicts of laws principles.

Entire Agreement

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral. No amendment shall be effective unless in writing and executed by both parties.

Miscellaneous Provisions

The parties may execute this Agreement in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.

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