This Assumption Agreement sets forth that any shareholder who assumes the shares of another agrees to be bound by an existing shareholders agreement. This agreement sets out the name of the corporation, all shareholders bound by the agreement and date of the existing shareholders agreement. It also specifically sets out that the transferee has received a copy of the shareholders agreement and agrees to abide by the covenants therein. A written Assumption Agreement to be Bound by Shareholders Agreement will prove invaluable in the event of disagreements, misunderstandings or litigation surrounding the transfer of the shares.

This Assumption Agreement to be Bound by Shareholders Agreement contains:

• Corporation: Name of the corporation who issued the shares;
• Agreement Information: Sets out all shareholders bound by the Shareholders Agreement and the date of that agreement;
• Transfer: Name of shareholder who is transferring the shares, number of shares and the name of the person to whom shares are transferred;
• Covenants: Sets forth the covenants which the new shareholder agrees, including the fact that the shares are purchased for its own account and not for another;
• Signatures: New shareholder must sign this agreement in the presence of a witness.

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This attorney-prepared packet contains:

1. General Instructions
2. Assumption Agreement to be Bound by Shareholders Agreement

State Law Compliance: This form complies with the laws of all states