Stock Sale Resolution Agreement

STOCK SALE RESOLUTION AGREEMENT

This Stock Sale Resolution Agreement (the agreement) is made as of Effective Date: by and between Seller: , an entity organized under the laws of , with principal address ; and Buyer: , an entity organized under the laws of , with principal address .

RECITALS

WHEREAS, Seller is the record and beneficial owner of certain issued and outstanding shares (the Shares) of the capital stock of (the Company); and

WHEREAS, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase from Seller, the number and class of shares set forth below upon the terms and subject to the conditions contained herein;

WHEREAS, the parties intend to memorialize the corporate approval and authorization for the sale by adopting the resolutions and executing this Agreement to evidence the sale and transfer of Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Shares" means shares of stock of the Company, evidenced by certificate(s) or book-entry as applicable. "Closing" means the consummation of the transactions described in Section 4.

2. SALE AND TRANSFER OF SHARES

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller hereby sells, conveys, transfers and assigns to Buyer, and Buyer hereby purchases and accepts from Seller, all right, title and interest in and to the Shares free and clear of all liens, encumbrances and adverse claims except as expressly permitted herein.

2.2 Transfer Documents. At Closing, Seller shall deliver to Buyer duly endorsed certificate(s) representing the Shares, accompanied by duly executed stock powers, resignations or corporate authorizations as necessary to effectuate transfer, and any other documents reasonably required to transfer beneficial ownership.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. The aggregate purchase price for the Shares shall be (the Purchase Price), which is allocated as follows: per share price of .

3.2 Payment. The Purchase Price shall be paid by Buyer to Seller at Closing by wire transfer of immediately available funds to an account designated in writing by Seller or by such other method as the parties mutually agree in writing.

3.3 Adjustments and Withholding. The Purchase Price shall be subject to customary adjustments for taxes, liabilities or other items specifically agreed to in this Agreement. Buyer shall be entitled to deduct or withhold any amounts as required by applicable law and shall provide Seller prompt written notice of such withholding with supporting documentation.

4. CLOSING

4.1 Closing Date and Location. The Closing shall take place on Closing Date: at such place or by such electronic transmission as the parties shall mutually agree.

4.2 Seller Deliveries. At Closing, Seller shall deliver: (a) certificate(s) evidencing the Shares, duly endorsed or accompanied by appropriate stock powers, (b) a certificate signed by an authorized officer of Seller certifying Seller's corporate authorization and good standing to the extent reasonably requested, and (c) any other documents reasonably necessary to effect the transfer.

4.3 Buyer Deliveries. At Closing, Buyer shall deliver: (a) payment of the Purchase Price as provided in Section 3.2, and (b) a certificate evidencing Buyer’s corporate authority to enter into this Agreement, if applicable.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing that: (a) Seller has full power and authority to execute and deliver this Agreement and to perform Seller's obligations hereunder; (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action; (c) Seller is the lawful owner of the Shares, free and clear of all liens, claims, encumbrances or restrictions except as expressly disclosed in writing to Buyer; (d) there are no outstanding agreements, options, warrants or rights of first refusal that would impair the transfer of the Shares to Buyer; and (e) to Seller's knowledge, there are no pending or threatened actions, governmental investigations, or proceedings that would prevent Seller's performance under this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to execute and deliver this Agreement and to consummate the transactions herein; (b) the execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action; (c) Buyer has sufficient funds available to pay the Purchase Price in accordance with this Agreement; and (d) the execution, delivery and performance of this Agreement by Buyer will not violate any material agreement to which Buyer is a party.

7. COVENANTS

From the date hereof until the Closing, each party shall use commercially reasonable efforts to take all actions and execute all documents reasonably necessary to consummate the transactions contemplated by this Agreement and to obtain all authorizations, approvals and consents required for the transfer of the Shares. Seller shall not transfer, pledge or otherwise encumber the Shares prior to Closing.

8. CONDITIONS TO CLOSING

8.1 Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the Closing is subject to the accuracy of Seller’s representations, the performance of Seller’s covenants, and the delivery of all documents required by this Agreement.

8.2 Conditions to Seller’s Obligations. Seller’s obligation to consummate the Closing is subject to the accuracy of Buyer’s representations, the performance of Buyer’s covenants, and receipt of the Purchase Price in the agreed form.

9. INDEMNIFICATION

9.1 Survival. The representations, warranties and covenants of the parties shall survive the Closing for a period of unless otherwise stated herein.

9.2 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Seller’s representations, warranties or covenants in this Agreement.

9.3 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any losses, liabilities, claims, damages and expenses arising out of any breach of Buyer’s representations, warranties or covenants in this Agreement.

10. TAXES AND ALLOCATIONS

Unless otherwise agreed in writing, all transfer, documentary, stamp and similar taxes and governmental fees incurred in connection with the transfer of the Shares shall be borne by in accordance with applicable law and the parties shall cooperate to minimize such taxes.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the addresses provided above (or to such other address as a party may specify by written notice).

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of any disputes arising under this Agreement.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

13.2 Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall operate as a waiver of any other or subsequent breach.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. COUNTERPARTS

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 originals.

15. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to seek independent legal counsel with respect to the execution and delivery of this Agreement.

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