Share Purchase Agreement

THIS AGREEMENT made as of , of (the Vendor). between , of (the Purchaser) and

WHEREAS the Vendor is the registered and beneficial owner of all of the issued and outstanding shares (the Purchased Shares) in the capital stock of (the Corporation) AND WHEREAS the Vendor wishes to sell the Purchased Shares to the Purchaser and the Purchaser agrees to purchase the Purchased Shares from the Vendor in accordance with the terms and conditions of this !greement THIS AGREEMENT WITNESSES that in consideration of the co"enants, agreements, warranties and pa#ments herein set out and pro"ided for, the parties hereto co"enant and agree as follows$

Article 1 Purchased Shares and Purchase Price

%.% %.' Sub&ect to the terms and conditions hereof, the Vendor agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Vendor the Purchased Shares. (he purchase price pa#able b# the Purchaser to the Vendor for the Purchased Shares shall be and shall be pa#able on closing b# certified che)ue.

Article 2 Representati ns and Warranties ! the "end r

'.% (he Vendor co"enants, represents and warrants as follows and acknowledges that the Purchaser is rel#ing upon such co"enants, representations and warranties in connection with the purchase b# the Purchaser of the Purchased Shares$ (a) (b) (he Corporation has been dul# incorporated and is organi*ed, "alidl# subsisting and in good standing under the laws of the State of . (he Corporation is dul# )ualified as a corporation to do business and is in good standing in each &urisdiction in which the nature of the business conducted b# it or the propert# owned or leased b# it makes such a )ualification necessar#. (he authori*ed capital of the Corporation consists of common shares and preference shares of which common shares ha"e been dul# issued and are outstanding as full# paid and non+assessable in fa"or of the Vendor.

(c)

+'+ (d) ,o person, firm or corporation has an# agreement or option, or an# right or pri"ilege capable of becoming an agreement or option for the purchase from the Vendor of an# of the Purchased Shares. ,o person, firm or corporation has an# agreement or option or an# right or pri"ilege capable of becoming an agreement, including con"ertible securities, warrants or con"ertible obligations of an# nature, for the purchase, subscription, allotment or issuance of an# of the unissued shares in the capital of the Corporation or of an# securities of the Corporation. (he Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, free and clear of an# pledge, lien, charge, encumbrance or securit# interest of an# kind and the Vendor has the power and authorit# and right to sell the Purchased Shares in accordance with the terms of this !greement. (he books and records of the Corporation fairl# and correctl# set out and disclose in all material respects, in accordance with generall# accepted accounting principles, the financial position of the Corporation as of the date thereof and all material financial transactions of the Corporation relating to its business ha"e been accuratel# recorded in such books and records. (he corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were dul# called and held, the share certificate books, register of shareholders, register of transfers, and register of directors of the Corporation are complete and accurate and all e-igible ta- pa#able in connection with the transfer of an# securities of the Corporation has been dul# paid. (here are no actions, suits, proceedings, in"estigations or claims now threatened or pending against the Corporation in respect of ta-es, go"ernmental charges or assessments, or an# matters under discussion with an# go"ernmental authorit# relating to ta-es, go"ernmental charges or assessments asserted b# an# such authorit#. (he Corporation has no loans or indebtedness outstanding which ha"e been made to directors, former directors, officers, shareholders and.or emplo#ees of the Corporation or to an# person or corporation not dealing at arms length with an# of the foregoing. (he Corporation has good and marketable title to its assets, free and clear of an# and all claims, liens, encumbrances and securit# interests whatsoe"er. (he Vendor is not and will not be a non+resident alien within the meaning of the

(e)

(f)

(g)

(h)

(i)

(&)

(k) (l)

+4+ Internal Revenue Code of %/01, as amended. (m) (he Corporation has no subsidiaries or agreements of an# nature to ac)uire an# subsidiar# or to ac)uire or lease an# other business operations and will not prior to the time of closing ac)uire, or agree to ac)uire, an# subsidiar# or business without the prior written consent of the Purchaser. 2p to the time of closing there has been no change and will ha"e been no change in the business, operations, affairs or condition of the Corporation, financial or otherwise, or arising as a result of an# legislati"e or regulator# change, re"ocation of an# license or right to do business, fire, e-plosion, accident, casualt#, labor trouble, flood, drought, riot, storm, condemnation, act of 3od or otherwise, e-cept changes occurring in the ordinar# course of business, which changes ha"e not ad"ersel# affected and will not ad"ersel# affect the organi*ation, business, properties, prospects and financial condition of the Corporation. !ll recei"ables recorded on the books of the Corporation are bona fide and good and do not include an# work in progress and, sub&ect to an allowance for doubtful accounts taken in accordance with generall# accepted accounting principles, are collectable without set off or counterclaim. !ll "acation pa#, bonuses, commissions and other emoluments are reflected and ha"e been accrued in the books of account of the Corporation. (he Corporation has dul# and timel# filed all ta- returns re)uired to be filed b# it and has paid all ta-es which are due and pa#able, and has paid all assessments and reassessments, and all other ta-es, go"ernmental charges, penalties, interest and fines due and pa#able b# it on or before the date hereof. ,o deficiencies for an# taare currentl# assessed against the Corporation, and no ta- return of the Corporation has e"er been audited, and, to the knowledge of the Corporation and the shareholders, there is no such audit pending or threatened. (here is no material ta- lien, whether imposed b# an# federal, state or local ta-ing authorit# outstanding against the assets, properties or business of the Corporation, other than an# lien for ta-es not #et due and pa#able. (he business of the Corporation has been and will be carried on in the ordinar# and normal course up to the time of closing. (he Corporation has not, directl# or indirectl#, declared or paid an# di"idends or declared or made an# other distribution on an# of its shares of an# class e-cept as recorded in its books and records, and has not, directl# or indirectl#, redeemed, purchased or otherwise ac)uired an# of its shares of an# class or agreed to do so. (he Corporation is not a part# to or bound b# an# agreement of guarantee, indemnification, assumption or endorsement or an# other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of an# other

(n)

(o)

(p) ())

(r) (s)

(t)

+5+ person, firm or corporation. (u) (") (he Corporation is not a part# to an# written or oral emplo#ment, ser"ice or pension agreement. (he Corporation does not ha"e an# outstanding agreement (including emplo#ment agreements), contract or commitment, whether written or oral, of an# nature or kind whatsoe"er. (he Corporation is not in default or breach of an# contracts or agreements (written or oral), or indentures or other instruments to which it is a part# and there e-ists no state of facts which after notice or lapse of time or both would constitute such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and the Corporation is entitled to all benefits thereunder e-cept as otherwise disclosed herein. (he Corporation is under no obligation in respect of its business which the Corporation cannot reasonabl# be e-pected to fulfill in the ordinar# course of its business. (here are not material liabilities of the Corporation of an# kind whatsoe"er, whether or not accrued and whether or not determined or determinable, in respect of which the Corporation or the Purchaser ma# become liable on or after the consummation of the transactions contemplated b# this !greement other than$ (i) (ii) (iii) '.' liabilities disclosed on, reflected in or pro"ided for in the financial statements of the Corporation. liabilities disclosed or referred to in this !greement and liabilities arising solel# due to actions of the Purchaser.

(w)

(-)

(he co"enants, representations and warranties of the Vendor contained in this !greement and contained in an# document or certificate gi"en pursuant hereto shall sur"i"e the closing of the purchase and sale of the Purchased Shares herein pro"ided for and, notwithstanding such closing, or an# in"estigation made b# or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of three (4) #ears following closing of the transaction pro"ided for herein after which time the Vendor shall be released from all obligations and liabilities hereunder in respect of such representations and warranties e-cept with respect to an# claims made b# the Purchaser in writing prior to the e-piration of such period.

Article # $ nditi ns ! $l sing

4.% (he sale and purchase of the Purchased Shares are sub&ect to the following terms and conditions for the e-clusi"e benefit of the Purchaser to be fulfilled or performed at or prior

+6+ to closing$ (a) (he co"enants, representations and warranties of the Vendor contained in !rticle ' hereof, shall be true and correct as of the date hereof, and shall be true and correct on and as of closing with the same force and effect as though such co"enants, representations and warranties had been made on and as of such date. (he Vendor shall ha"e deli"ered to the Purchaser the corporate records, minute book, share certificates, seal and an# other corporate records relating to the Corporation and an# and all records relating to the Corporation or its business whatsoe"er which are in his possession. (he Vendor shall ha"e deli"ered to the Purchaser resignations in its capacit# as an officer and director of the Corporation and shall ha"e deli"ered resignations of an# of its nominees. !t the closing date, there shall ha"e been no material ad"erse change in the affairs, assets, liabilities, financial condition of business of the Corporation from that shown in its most recent financial statements.

(b)

(c)

(d)

Article % Indemni!icati n
5.% (he Vendor agrees to indemnif# and sa"e harmless the Purchaser and the Corporation of and from an# loss whatsoe"er arising out of, under or pursuant to$ (a) an# material loss suffered b# the Purchaser or the Corporation as a result of an# breach or inaccurac# of representation, warrant# or co"enant contained in this !greement and all claims, demands, costs and e-penses reasonabl# incurred in respect of the foregoing.

(b)

Article & General

6.% 6.' (he closing shall take place at %% o7clock a.m. on at the address of the Purchaser.

8ach of the parties hereto will from time to time at the other7s re)uest and e-pense and without further consideration, e-ecute and deli"er such other instruments of transfer, con"e#ance and assignment and take such further action as the other ma# re)uire to more effecti"el# complete an# matter pro"ided for herein. !n# notice, direction or instrument re)uired or permitted to be gi"en to the Vendor hereunder shall be in writing and ma# be gi"en b# mailing the same postage prepaid or

6.4

+1+ deli"ering the same addressed to the Vendor at the address of the Vendor first abo"e mentioned. 6.5 !n# notice, direction or other instrument re)uired or permitted to be gi"en to the Purchaser hereunder shall be in writing and ma# be gi"en b# mailing the same postage prepaid, or deli"ering the same addressed to the Purchaser at the address of the Purchaser first abo"e mentioned. !n# notice, direction or other instrument aforesaid, if deli"ered shall be deemed to ha"e been gi"en or made on the date on which it was deli"ered or it mailed shall be deemed to ha"e been gi"en or made on the third business da# following the da# on which it was mailed. (he Parties ma# change their addresses for ser"ice from time to time b# notice gi"en in accordance with the foregoing. (ime shall be of the essence of this !greement. (his !greement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. (here are not and shall not be an# "erbal statements, representations, warranties, undertakings or agreements between the parties and this !greement ma# not be amended or modified in an# respect e-cept b# written instrument signed b# the parties hereto. (his !greement shall be construed and enforced in accordance with, and the rights of the parties shall be go"erned b#, the laws of the State of . (his !greement shall enure to the benefit of and be binding upon the parties hereto and their respecti"e heirs, legal personal representati"es, successors and assigns. (he parties acknowledge that the recitals herein are true and correct in all material respects.

6.6

6.1 6.9 6.0

6./ 6.%: 6.%%

IN WITNESS WHERE'( the parties hereto ha"e e-ecuted this !greement as of the date first abo"e written.

;itness

;itness

+9+