Purchase and Sale Agreement GmbH Share

Register of Authors no. ______

Negotiated on _____________ 20...

in Frankfurt am Main

The following appeared before

the undersigning notary

xxxxx

having her official residence in

xxxxx

xxxx, lawyer, born xxxx, place of business c/o xxxxx, xxxx, xxxxx.xxxxx declared that he was not acting in his own name but on the basis of the submitted powers of attorney dated _________ , however, without assuming any liability for

__________________

__________________

The person appearing is personally known to the notary.

The person appearing requested the authentication of the following contract on the assignment and the sale of a business share.

The person appearing determined that a preliminary draft was not available to the notary according to § 3 clause 7 BeurkG (Authentication Act).

The company has irrevocably consented to the sale and the assignment of the business share described in § 1 paragraph 1 of the following contract, in which this record is attached to the declaration as an appendix.

Agreement

on the sale and assignment of a business share

in

_________ GmbH

(Company)

between

______________

(Seller)

- xxxxx -

and

_____________________

(Buyer)

- xxxxxx -

Preamble

With a business share to the nominal value of EURO 25,000.00 (EURO twenty-five thousand) the Seller is a partner in ___ GmbH, registered in the Commercial Register of the County Court of Frankfurt am Main HRB ______ with a total share capital to a nominal value of EURO 25,000.00 (EURO twenty-five thousand). All cash deposits have been paid in.

The Buyer would like to acquire a business share from the Seller to the value of EURO 25,000.00 (EURO twenty-five thousand) in the company. The Seller would like to sell the Buyer a share to the value of EURO 25,000.00 (EURO twenty-five thousand) in the company.

Having said this the parties are concluding the following contract:

§ 1  Sale and assignment of the business share

1.        As stated below, the Seller is[ENDE DER VORSCHAU]