RECAPITALIZATION AGREEMENT

This Recapitalization Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [FIRST PARTY NAME] (the “Company”), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [NAME OF THE RECEIVING PARTY] (the "Shareholders"), a party with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

CAPITALIZATION

The Company represents and warrants to the Shareholders that the capitalization of the Company immediately prior to the Closing (as hereinafter defined) is as set forth on Exhibit D hereto. The Company represents and warrants to the Shareholders that the capitalization of the Company immediately after the Closing shall be as set forth on Exhibit E hereto.

RECAPITALIZATION

The Company and the Shareholders, as applicable, hereby agree to take all of the following actions in connection with the Recapitalization, subject to the terms and conditions of this Agreement and in reliance on the representations and warranties set forth in this Agreement. Unless otherwise stated in this Section 2 or Section 3, the Recapitalization Documents (as hereinafter defined) will all be deemed to have been executed simultaneously at the Closing, and all of the transactions contemplated by the Recapitalization Documents shall be deemed to have happened simultaneously at the Closing.

Amended and Restated Articles of Incorporation

Each

Shareholder and the Company hereby agree that it is in the best interest of the Company to amend and restate the Company’s Articles of Incorporation, and each Shareholder will take all actions, whether in his or its capacity as a

hareholder, officer or director of the Company, necessary to adopt, prior to the Closing, amended and restated Articles of Incorporation, substantially in the form attached hereto as Exhibit F (the “Amended and Restated Articles of Incorporation”).

Exchange of Class A Common Stock

At the Closing, [NAME OF PARTY] shall transfer to the Company good and valid title to all of the shares of Class A Common Stock held by each of them, and the Company shall issue shares of the New Series A Preferred to each of them at the Closing such that when added to the shares of New Series A Preferred issued to them pursuant to Section 2.1.3(a)

they shall hold

immediately after the Closing, the number of shares of New Series A Preferred in the amount set forth opposite each of their names on Exhibit E hereto.

Exchange of Preferred Stock

At the Closing, each Preferred Holder shall transfer to the Company good and valid title to all of the shares of Preferred Stock held by such Preferred Holder, and the Company shall issue shares of Class A Common Stock or New Series A Preferred to such Preferred Holder at the Closing such that immediately after the Closing, such Preferred Holder holds the number of shares of Class A Common Stock or New Series A Preferred in the amount set forth opposite such Preferred Holder’s name on Exhibit E hereto.

At the Closing, each [NAME OF PARTY] shall transfer to the Company good and valid title to all of the shares of Series C Preferred and Series C-1 Preferred Stock held by it, and the Company shall (A) issue to [NAME OF PARTY] Common Shares and the Company’s Common Shares, respectively, and (B) pay to [NAME OF PARTY] Cash Amount and the Company’s Cash Amount, respectively.

Stock Purchase Agreement

At the Closing, the Company and

arties shall (

) execute and deliver the Stock Purchase Agreement, providing for the Share Purchase and (ii) subject to the terms of the Stock Purchase Agreement, including the conditions precedent to the obligations of the

arties thereto, take all actions necessary to effect the Share Purchase as contemplated by the Stock Purchase Agreement (except those actions that cannot by their terms be satisfied prior to the Share Purchase).

Exchange of Warrants

At the Closing, each Warrant shall transfer to the Company good and valid title to all of the Warrants held by such Warrant Holder, and the Company shall issue shares of Class A Common Stock or New Series A Preferred to such Warrant Holder at the Closing such that when added to the shares of Class A Common Stock or New Series A Preferred issued to them pursuant to Section 2.3 (a), immediately after the Closing, the Warrant Holder holds the number of shares of Class A Common Stock or New Series A Preferred in the amount set forth opposite such Warrant Holder’s name on Exhibit E hereto.

Recapitalization Documents

This Agreement, the Amended and Restated Articles of Incorporation, the Stock Purchase Agreement, the Restated Shareholders Agreement and the Restated Registration Agreement are collectively referred to herein as the “Recapitalization Documents.”

Reconstitution of the Board

At the Closing, the Board shall be reconstituted, so that the Board shall consist of the following individuals: [NAME OF PARTIES] as provided in the Restated Shareholders Agreement.

Post-Closing Adjustment

The

arties hereto have agreed to the consideration to be received by each Preferred Holder in exchange for the Preferred Stock and Class A Common Stock held by such holders immediately prior to the effectiveness hereof based

upon an assumed price per share of Class A Common Stock on a fully-diluted as if converted basis of

[PRICE PER SHARE]

per share (the “Assumed Price Per Share”). In order to maintain the agreed percentage ownership of the Company’s equity, the Company shall issue additional shares of Class A Common Stock and/or Series A Preferred Stock to the extent necessary and in the manner described below upon the occurrence of a Tax Valuation Event (as defined herein).

The number of additional shares of Class A Common Stock and/or Series A Preferred Stock, as applicable, to be issued to each

hareholder entitled to receive such additional shares of Class A Common Stock and/or Series A Preferred Stock, as applicable, shall be the number of shares of Class A Common Stock or Series A Preferred Stock, as applicable, that when added to the number of shares of Class A Common Stock or Series A Preferred Stock, as applicable, held by such

hareholder on the date hereof as set forth in Exhibit G, shall result in such

hareholder holding the number of shares of Class A Common Stock or Series A Preferred Stock, as applicable, set forth opposite such

hareholder’s name in the shaded column on the attached as Exhibit H which contains the appropriate Revised Price Per Share (as defined below) resulting from the Tax Valuation Event. In order to determine the Revised Price Per Share, the Assumed Price Per Share shall be adjusted by subtracting from such Assumed Price Per Share an amount equal to the product of (x) ______multiplied by (y) the difference between (i) the number of years greater than ten (10) that the Internal Revenue Service successfully determines (whether through adjudication or settlement with the Company) to be the correct amortizable life of the Company’s subscriber accounts and (ii) ten (10) (such resulting price per share, the “Revised Price Per Share”). In no event whatsoever will the Revised Price per Share be less than

[AMOUNT]

per share.

Notwithstanding anything to the contrary above, if the Revised Price Per Share is an amount that is between two Revised Price Per Share amounts listed on Exhibit H, the number of shares of Class A Common Stock and/or Series A Preferred Stock, as applicable, to be issued to each

hareholder entitled to receive additional shares of Class A Common Stock and/or Series A Preferred Stock, as applicable, shall be adjusted on a linear basis to equal an amount between the number of shares of Class A Common Stock or Series A Preferred Stock, as applicable, that would be issued to such

hareholder on the closest two Revised Per Share Amounts listed on Exhibit H. In the event that a holder of Series A Preferred Stock shall have converted such shares into shares of Class A Common Stock prior to the occurrence of a Tax Valuation Event then, upon occurrence of a Tax Valuation Event, such holder shall be issued shares of Class A Common Stock in lieu of shares of Series A Preferred Stock for such shares of Series A Preferred Stock that have been previously converted.

“Tax Valuation Event” means an audit of the Company or its Subsidiaries (as defined in the Amended and Restated Articles of Incorporation) conducted by the Internal Revenue Service which results in (A) a final determination by the Internal Revenue Service that the Company or its Subsidiaries have improperly amortized the life of subscriber accounts over a 10 year period and should have amortized the life of subscriber accounts over a period greater than 10 years and (B) requirements that the Company (1) restate its tax returns to increase the length of time over which it amortizes the life of subscriber accounts to a period greater than 10 years and (2) amortize the life of subscriber accounts on future tax returns over a period greater than 10 years; provided that the Company or such Subsidiary receives notification from the applicable authority of such audit within two years following the date hereof.

The Company agrees to furnish to a representative of the Parties copies of all correspondence received from any Governmental Entity in connection with any audit, litigation or other proceedings relating to the tax returns of the Company or any of its Subsidiaries. The Company agrees to keep a representative of the Parties informed on a timely basis of all contacts and discussions with any Governmental Entity regarding any audit, litigation or other proceeding described in the foregoing sentence. The Parties shall have the right to consult with the Company regarding any determination, contest and or any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to taxes or tax returns of the Company or any of its Subsidiaries. The Company shall use its reasonable best efforts to defend positions taken on tax returns and shall keep the Parties informed of the progress of any such proceedings. The rights of the Parties under this section shall terminate two years following the date of this Agreement; provided that the rights of the Parties under this section shall continue beyond such period with respect to any notification from the concerned authority received by the Company or any of its Subsidiaries within two years following the date of this Agreement.

At the Closing:

Each Preferred Holder will deliver to the Company the certificates representing all of the Preferred Stock held by such Preferred Holder, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, dated as of

[DATE]

, by and among the Company and the several banks and other lenders

arties thereto (the “Credit Agreement”), together with separate stock powers duly endorsed in blank, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to the Preferred Stock held by the Preferred Holder;

Each Warrant Holder will deliver to the Company the certificates representing all of the Warrants held by each such Warrant Holder, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to the Warrant held by such Warrant Holder;

Each of Parties. will deliver to the Company the certificates representing all of the Class A Common Stock held by it, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to such shares of Class A Common Stock;

The Company will issue shares of Class A Common Stock or New Series A Preferred to each Preferred Holder and Warrant Holder such that, immediately after the Closing, such Preferred Holder or Warrant Holder holds the number of shares of Class A Common Stock or New Series A Preferred in the amount set forth opposite each Shareholder’s name on Exhibit E;

Each

arty will execute and deliver the Recapitalization Documents (other than this Agreement) to which such

arty is a signatory; and the

arties will undertake any actions and deliver any documents necessary to effect the transactions contemplated by the Recapitalization Documents and the other transactions contemplated by this Agreement.

SHAREHOLDER’S REPRESENTATIONS AND WARRANTIES

Each Shareholder hereby represents and warrants, as to itself only and not with respect to any other Shareholder, to the Company and to each other Shareholder as follows:

Organization

If the Shareholder is not an individual, such Shareholder has been duly organized and is validly existing as a corporation, limited

partnership,

or limited liability company in good standing under the laws of the jurisdiction in which it is chartered or organized.

Authorization; Enforcement

The Shareholder has all requisite power and authority to authorize, execute, deliver and perform this Agreement and the other Recapitalization Documents to which it is a

arty. The execution, delivery and performance by the Shareholder of this Agreement and the other Recapitalization Documents to which it is a

arty, and the consummation by the Shareholder of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, limited partnership or limited liability company action on the part of the Shareholder, and no further consent or authorization thereafter is presently required by the Shareholder. This Agreement and the other Recapitalization Documents to which the Shareholder is a

arty have been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the other

arties hereto, constitute the valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles regardless of whether enforcement is sought in equity or at law.

No Conflicts

The execution and delivery of this Agreement and the other Recapitalization Documents to which it is a

arty by the Shareholder do not, and the performance by the Shareholder of its obligations hereunder and thereunder will not, constitute a violation of, conflict with or result in a default under the articles of incorporation, bylaws, limited liability company agreement, limited partnership agreement or similar organizational documents, as the case may be, of the Shareholder or any contract to which the Shareholder is a

arty or by which the Shareholder is bound or any judgment, decree or order applicable to the Shareholder.

No Violations

Neither the execution and delivery of this Agreement nor the other Recapitalization Documents to which it is a

arty, nor the performance by the Shareholder of its obligations hereunder or thereunder, will violate in any material respect any provision of law applicable to the Shareholder.

Consents; Approvals

Neither the execution, delivery or performance by the Shareholder of this Agreement or any other Recapitalization Document to which it is a

arty, nor the consummation by it of the obligations and transactions contemplated hereby or thereby, requires any consent or approval of, authorization by, exemption from, filing with or notice to any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, exchange, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal (each, a “Governmental Entity”) or any other individual, corporation, partnership, joint venture, trust, unincorporated organization, limited liability company or partnership, or a government or any agency or political subdivision thereof (each, a “Person”), and the expiration or termination of any waiting period in connection therewith, which have been duly made or obtained.

Acquisition for Own Account

If the Shareholder is acquiring Class A Common Stock or New Series A Preferred as part of the Recapitalization, the Shareholder is acquiring the Class A Common Stock or New Series A Preferred for its own account, for investment and not with a view toward distribution in a manner which would violate the applicable laws; provided, however, that by making the representations herein, the Shareholder does not agree to hold any of the shares of Class A Common Stock or the New Series A Preferred for any minimum or other specific term and reserves the right to dispose of such shares at any time, subject to the transfer restrictions contained in the Restated Shareholders Agreement and in accordance with or pursuant to an effective registration statement under the applicable laws or in a transaction exempt from or not subject to the registration requirements of the applicable laws.

Access to Information

If the Shareholder is acquiring Class A Common Stock or New Series A Preferred as part of the Recapitalization, the Shareholder acknowledges that it has reviewed and discussed the Company’s business and affairs with such officers of the Company and others as it has deemed appropriate or desirable in connection with the transactions contemplated by this Agreement. The Shareholder further acknowledges that it has requested, received and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Company and others as it has deemed appropriate or desirable in connection with such transactions.

Ability to Bear Economic Risk

If the Shareholder is acquiring Class A Common Stock or New Series A Preferred as part of the Recapitalization, the Shareholder understands that it must bear the economic risk of its investment for an indefinite period of time because neither the Class A Common Stock nor the New Series A Preferred are, and will not be, registered under the

applicable Act

or any applicable state securities laws, except as may be provided in the Restated Registration Agreement, and may not be resold unless subsequently registered under the

applicable

Act and such other laws or unless an exemption from such registration is available.

Accredited Investor

If the Shareholder is acquiring Class A Common Stock or New Series A Preferred as part of the Recapitalization, the Shareholder represents that it has knowledge and experience in financial and business matters and that it is capable of evaluating the merits and risks of its investment in the Class A Common Stock or the New Series A Preferred. The Shareholder further represents that it is an “accredited investor” as such term is defined in applicable laws with respect to the acquisition of the Class A Common Stock or the New Series A Preferred.

Brokers

No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or the Shareholders for any commission, fee or other compensation as a finder or broker because of any written agreement made by the Shareholder to pay any such compensation.

Legends

The Shareholder hereby acknowledges that each certificate representing the Class A Common Stock or New Series A Preferred and any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the written opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company, it being agreed that) shall bear a legend substantially in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE APPLICABLE SECURITY LAWS, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

Title to Securities

The Shareholder is the sole record and beneficial owner of, and has good and valid title to, the security or securities listed opposite its or his name on Exhibit D hereto, free and clear of any lien, pledge, security interest or any restriction on transfer, except for restrictions on transfer imposed by applicable laws, by and among the Company and the

hareholders party thereto. Immediately prior to the Closing, the Shareholder will not hold, beneficially or of record, any securities of the Company other than the securities listed opposite its or his name on Exhibit D hereto. The Shareholder is not a

arty to any option, warrant, purchase right or other contract or commitment that (i) will not be terminated at the Closing and (ii) requires the Shareholder to sell, transfer or otherwise dispose of any capital stock of the Company.

COMPANY REPRESENTATIONS AND WARRANTIES.

The Company hereby represents and warrants to each Shareholder as follows:

Organization

The Company is a corporation duly organized, validly existing and in good standing under the laws of

[STATE/PROVINCE]

and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, either individually or in the aggregate, would not have (or be reasonably likely to have) a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company or the Company’s ability to perform its obligations under this Agreement or the other Recapitalization Documents to which it is a

arty.

The Company does not own, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any Person.

Authorization; Enforcement

The Company has all requisite power and authority to authorize, execute, deliver and perform this Agreement and the other Recapitalization Documents to which it is a

arty. The execution, delivery and performance by the Company of this Agreement and the other Recapitalization Documents to which it is a

arty, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization therefore is presently required by the Company. This Agreement and the Recapitalization Documents to which it is a

arty have been duly and validly executed and delivered by the Company

and, assuming the due authorization, execution and delivery by the other

arties hereto, constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles regardless of whether enforcement is sought in equity or at law.

Duly Authorized, Fully Paid and Non-assessable

The Class A Common Stock and the New Series A Preferred have been duly authorized

and, upon issuance in accordance with the terms of this Agreement and the Amended and Restated Articles of Incorporation, all such Class A Common Stock and the New Series A Preferred will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and other encumbrances except for those imposed by the Credit Agreement, and will not be subject to pre-emptive rights or other similar rights of

hareholders of the Company and will not impose personal liability upon the holders thereof.

No Conflicts

The execution and delivery of this Agreement and the other Recapitalization Documents

to which it is a

arty by the Company does not, and the performance by the Company of its obligations hereunder and thereunder will not, constitute a violation of, conflict with or result in a default under the Amended and Restated Articles of Incorporation, the bylaws of the Company or any contract to which the Company is a

arty or by which the Company is bound or any judgment, decree or order applicable to the Company.

No Violations

Neither the execution and delivery of this Agreement or the other Recapitalization Documents to which it is a

arty nor the performance by the Company of its obligations hereunder or thereunder will violate in any material respect any provision of law applicable to the Company.

Consents; Approvals

Neither the execution, delivery or performance by the Company of this Agreement or any other Recapitalization Document to which it is a

arty, nor the consummation by it of the obligations and transactions contemplated hereby or thereby, requires any consent or approval of, authorization by, exemption from, filing with or notice to any Governmental Entity or any other Person other than (i) the filing of the Amended and Restated Articles of Incorporation with the applicable authority, (ii) the consent of the lenders required under the Credit Agreement, and the expiration or termination of any waiting period in connection therewith, all of which have been duly made or obtained.

Brokers

There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission for which the Company or the Shareholders will be liable in connection with the execution, delivery or performance by the Company of this Agreement or any of the other Recapitalization Documents to which it is a

arty.

FURTHER ASSURANCES

The Company and each Shareholder shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate the transactions contemplated by this Agreement, the other Recapitalization Documents to which they are a

arty and any other agreements necessary to consummate the Recapitalization, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; voting in favor of such transaction; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with Governmental Entities; and otherwise cooperating with the Company.

CERTAIN CONDITIONS

The obligation of the Company to consummate the Recapitalization shall be subject to the satisfaction or waiver by the Company of the following conditions:

the representations and warranties made by each Shareholder in Section 3 hereof shall be true and correct in all material respects at the Closing Date as if made on the Closing Date

and each Shareholder shall have performed in all material respects all obligations and conditions required herein or by any other Recapitalization Document to have been performed or complied with by it on or prior to the Closing;

each of the Recapitalization Documents shall have been executed and delivered by each other

arty thereto;

no action, suit, proceeding or investigation by any Governmental Entity shall be pending or, so far as is known to the Company or the Shareholders, be threatened, and no Governmental Entity shall have enacted an order or injunction which is in effect, which, in the case of such action, suit, proceeding, investigation, order or injunction, challenges the transactions contemplated by this Agreement or any other Recapitalization Document or seeks to restrain or prevent the consummation of the transactions contemplated hereunder or thereunder; and

the Company shall have obtained any and all consents (including the consent of the lenders

)

required pursuant to the Credit Agreement and permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement and the other Recapitalization Documents.

The obligation of each Shareholder to consummate the Recapitalization shall be subject to the satisfaction or waiver by such Shareholder of the following conditions:

the representations and warranties made by each other Shareholder or the Company in Section 3 or Section 4 hereof shall be true and correct in all material respects at the Closing Date, as if made on the Closing Date, and the Company and each other Shareholder shall have performed in all material respects all obligations and conditions required herein or by any other Recapitalization Document to have been performed or complied with by it on or prior to the Closing under this Agreement;

each of the Recapitalization Documents shall have been executed and delivered by each

arty thereto other than such Shareholder;

the Company shall have filed the Amended and Restated Articles of Incorporation with the concerned Authority, which Amended and Restated Articles of Incorporation shall be in full force and effect on the Closing Date;

the Company shall have obtained any and all consents (including the consent of the lenders required pursuant to the Credit Agreement permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement and the other Recapitalization Documents

SPECIFIC PERFORMANCE

The

arties hereto acknowledge and agree that in the event of any breach of this Agreement, the other

arties hereto would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that, in addition to any other remedy to which the

arties hereto may be entitled at law or in equity, each of the

arties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and/or to compel specific performance of this Agreement in any action.

EXPENSES

The Company will pay all fees and expenses of the

arties hereto incurred in connection with the negotiation, preparation and execution of this Agreement and the other Recapitalization Documents and in connection with the consummation of the transactions contemplated hereby and thereby, including, without limitation, legal fees.

AMENDMENT OF AGREEMENT

This Agreement may be amended by, and only by, a written resolution setting forth in detail

the amendment

of the present Agreement.

SUCCESSORS

This Agreement shall be binding as upon all successors in interest of the Members which includes, but is not limited to, executors, personal representatives, estates, trustees, heirs, beneficiaries, assignees, nominees, and creditors of the Members.

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [

STATE/PROVINCE

] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation between senior executives or official

. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

ASSIGNMENT OF AGREEMENT

This

greement may not be assigned or otherwise transferred by any

arty in whole or in part without the express prior written consent of the other

arties. In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY SHAREHOLDERS

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

SCHEDULE OF PREFERRED HOLDERS

SCHEDULE OF WARRANT HOLDERS

SCHEDULE OF COMMON HOLDERS

EXHIBIT A

Form of Stock Purchase Agreement

EXHIBIT B

Form of Restated Shareholders Agreement

EXHIBIT C

Form of Restated Registration Agreement

EXHIBIT D

Capitalization prior to the Closing

EXHIBIT E

Capitalization after the Closing

EXHIBIT F

Form of Amended and Restated Articles of Incorporation

EXHIBIT H

Class A Common Stock or Series A Preferred Stock held

Recapitalization Agreement - Download Free Template Recapitalization Agreement

COMPANY SHAREHOLDERS

Recapitalization Agreement