Stock Surrender Agreement

STOCK SURRENDER AGREEMENT

This Stock Surrender Agreement (the "Agreement") is made as of by and between Company Name: , a corporation organized under the laws of (the "Company"), and Surrendering Shareholder: (the "Shareholder"). The Company and the Shareholder are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Shareholder is the record and beneficial owner of shares of the Company's stock evidenced by certificate number(s) (the "Surrendered Shares");

WHEREAS, the Parties desire to effect the voluntary surrender and cancellation of the Surrendered Shares upon the terms and conditions set forth herein; and

WHEREAS, the surrender contemplated by this Agreement is made in consideration of the mutual covenants and other good and valuable consideration set forth below and for the purpose of resolving the Shareholder's rights with respect to the Surrendered Shares.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Surrendered Shares" means the shares described above; "Effective Date" means the date first written above; "Consideration" means the payment or other value to be delivered by the Company to the Shareholder as described in Section 3.

2. SURRENDER AND TRANSFER

On the Effective Date and upon the Company’s acceptance, the Shareholder hereby irrevocably surrenders, sells, assigns and transfers to the Company all right, title and interest in and to the Surrendered Shares. The Shareholder shall, contemporaneously with the execution of this Agreement, deliver to the Company the original stock certificate(s) representing the Surrendered Shares, duly endorsed in blank or accompanied by a duly executed stock power, free and clear of all Liens. Upon acceptance by the Company, the Surrendered Shares shall be cancelled and retired, and the Company shall cause its books and records to reflect the cancellation.

3. CONSIDERATION

As full and final consideration for the Surrendered Shares, the Company shall provide to the Shareholder:

Cash in the amount of ;    Cancellation without payment;    Other:

Payment of any monetary Consideration shall be made within days after the Effective Date, subject to applicable withholding and offset for taxes and other obligations as provided herein.

4. DELIVERY AND ACCEPTANCE

The Shareholder shall deliver to the Company the certificates for the Surrendered Shares (or, if applicable, instructions to the transfer agent), together with all endorsements, stock powers and such other instruments of transfer and documents as the Company reasonably requests. The Company shall have the right to refuse acceptance of any shares until such delivery is complete. Acceptance by the Company shall be effective upon the Company’s signature of a written acceptance delivered to the Shareholder or upon the Company’s entry of the cancellation in its share register.

5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder represents and warrants to the Company as of the Effective Date that: (a) the Shareholder is the lawful owner of the Surrendered Shares, free and clear of any Liens; (b) the Shareholder has full power and authority to execute and perform this Agreement and to effect the surrender and transfer of the Surrendered Shares; (c) no consent, approval or authorization of any third party or governmental authority is required for the execution, delivery or performance of this Agreement by the Shareholder; and (d) the execution and performance of this Agreement will not violate any agreement, law or court order to which the Shareholder is subject.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Shareholder as of the Effective Date that: (a) the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has requisite corporate power and authority to execute and perform this Agreement; (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action; and (c) when accepted, the cancellation of the Surrendered Shares as provided in this Agreement will be effective and the Company will have taken all corporate actions necessary to record such cancellation.

7. INDEMNIFICATION

The Shareholder shall indemnify, defend and hold harmless the Company and its officers, directors and affiliates from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of the representations, warranties or covenants of the Shareholder contained in this Agreement, including without limitation claims relating to title, encumbrances, or taxes attributable to the Surrendered Shares prior to the Effective Date.

8. TAXES

Unless otherwise expressly agreed in writing, the Shareholder shall be responsible for any and all taxes, assessments or other governmental charges imposed on or in respect of the transfer or surrender of the Surrendered Shares, and the Company may withhold from any Consideration such amounts as it reasonably determines are required to satisfy applicable withholding obligations.

9. FURTHER ASSURANCES

Each Party agrees to execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and to carry out its intent.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, nationally recognized overnight courier or certified mail (return receipt requested):

11. AMENDMENTS; WAIVER

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each of the Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, together with any documents delivered pursuant hereto, constitutes the entire agreement of 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. SEVERABILITY

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 in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument. A facsimile or electronic copy (including PDF) of a signature shall be effective as an original signature.

16. MISCELLANEOUS PROVISIONS

The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. The obligations and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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