Shareholder Share Purchase Resolution

SHAREHOLDER SHARE PURCHASE RESOLUTION

This Shareholder Share Purchase Resolution (the "Resolution") is made effective as of Day: Month: Year: by and between Seller Name: , a shareholder of Company Name: ("Company"), and Purchaser Name: .

RECITALS

WHEREAS, Seller is the legal and beneficial owner of shares of (the "Shares") of the Company; and

WHEREAS, the parties desire to provide for the purchase and sale of the Shares on the terms and subject to the conditions set forth in this Resolution; and

WHEREAS, the shareholders and the board of directors of the Company, as applicable, have reviewed and approved the transactions contemplated herein and have authority to adopt this Resolution.

NOW, THEREFORE, BE IT RESOLVED

1. 1. Definitions. For purposes of this Resolution, capitalized terms used and not otherwise defined shall have the meanings assigned in the respective sections of this Resolution. "Closing" means the consummation of the purchase and sale of the Shares in accordance with Section 4.
2. 2. Authorization of Purchase and Sale. Subject to the conditions set forth in this Resolution, Seller hereby agrees to sell and transfer to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Shares on the terms and conditions set forth herein. The transfer of the Shares shall be absolute and free and clear of any liens, encumbrances, pledges or restrictions, except as otherwise disclosed in writing to Purchaser prior to the Effective Date.
3. 3. Purchase Price; Payment. The aggregate purchase price for the Shares shall be (the "Purchase Price"). Payment of the Purchase Price shall be made at Closing by wire transfer of immediately available funds to an account designated in writing by Seller, or by check if otherwise agreed in writing by the parties. All payments shall be allocated among capital and earnings in accordance with the parties' good faith tax characterization.
4. 4. Closing. The Closing shall occur at such time and place as the parties mutually agree, but no later than . At Closing, Seller shall deliver to Purchaser a duly executed stock certificate (or certificates) evidencing the Shares, accompanied by an executed stock transfer form and any required endorsements, and Purchaser shall deliver the Purchase Price in accordance with Section 3.
5. 5. Closing Deliveries. At Closing, Seller shall deliver (a) stock certificate(s) representing the Shares endorsed in blank or accompanied by duly executed instruments of transfer; (b) a certificate of good standing or equivalent corporate status if requested by Purchaser; and (c) such other documents reasonably necessary to transfer title to the Shares. Purchaser shall deliver (a) payment of the Purchase Price and (b) such other documents reasonably necessary to effect the transfer and registration of the Shares.
6. 6. Representations and Warranties of Seller. Seller represents and warrants to Purchaser that: (a) Seller is the sole legal and beneficial owner of the Shares, free and clear of any lien, claim or restriction other than those reflected in the Company's organizational documents; (b) Seller has full power and authority to execute and deliver this Resolution and to consummate the transactions contemplated hereby; (c) the execution and delivery of this Resolution and the consummation of the transactions will not violate any agreement to which Seller is a party; and (d) there are no actions, suits or proceedings pending or, to Seller's knowledge, threatened against Seller that would adversely affect Seller's ability to perform under this Resolution. Any breach of these representations shall entitle Purchaser to all remedies available at law or in equity.
7. 7. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that: (a) Purchaser has full right, power and authority to enter into this Resolution and to consummate the transactions contemplated herein; (b) the execution and delivery of this Resolution and the consummation of the transactions will not conflict with or result in a breach of any agreement to which Purchaser is a party; and (c) Purchaser is acquiring the Shares for investment for its own account and not with a view to immediate resale or distribution, unless otherwise disclosed in writing to Seller.
8. 8. Conditions to Closing. The obligations of each party to consummate the Closing are subject to the satisfaction or waiver of customary conditions precedent, including (a) the accuracy in all material respects of the other party's representations and warranties as of the Closing; (b) the performance by the other party of its covenants and obligations hereunder; and (c) the delivery of all documents required under Section 5.
9. 9. Indemnification. Each party shall indemnify, defend and hold harmless the other party against and from any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants contained in this Resolution. The indemnifying party's liability under this Section shall be subject to any limitations agreed in writing by the parties.
10. 10. Confidentiality. The parties shall keep confidential the terms and existence of this Resolution and all nonpublic information obtained in connection with the transactions herein except to the extent disclosure is required by law or to comply with applicable securities laws, provided that the disclosing party uses reasonable efforts to limit disclosure and to notify the other party in advance when possible.
11. 11. Tax Matters. Each party shall prepare and file all tax returns and reports required to be filed in connection with the transfer of the Shares and shall pay any taxes for which it is legally obligated. The parties agree to cooperate in good faith to determine the appropriate tax treatment of the transaction and to complete and execute any information or tax forms reasonably requested by the other party.
12. 12. Notices. Any notice or communication required or permitted hereunder shall be in writing and shall be delivered personally, by recognized overnight courier, or by certified mail (return receipt requested) to the address of the party set forth below or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

ADDITIONAL PROVISIONS

13. Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to conflict of law principles.

14. Entire Agreement. This Resolution constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, regarding the purchase and sale of the Shares.

15. Severability. If any provision of this Resolution 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.

16. Amendments; Waiver. This Resolution may be amended, modified or supplemented only by a written instrument signed by all parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

17. Counterparts and Electronic Signature. This Resolution may be executed in any number of counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. A facsimile or electronic (including PDF or other electronic transmission) signature shall be deemed an original for all purposes.

NOTICES

CERTIFICATION

Each undersigned hereby certifies that the representations made in this Resolution are true and correct as of the date of signature, that each has full authority to execute this Resolution on behalf of the respective party, and that the execution and performance of this Resolution have been duly authorized by all necessary corporate or shareholder action.

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