Financial Stockholder Agreement

FINANCIAL STOCKHOLDER AGREEMENT

Parties and Effective Date

This Financial Stockholder Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between the parties set forth below.

Corporation Limited Liability Company Trust Individual

Individual Corporation Trust

Recitals and Definitions

Recitals: The Company is authorized to issue shares of its capital stock. The Stockholder holds or will acquire shares in the Company and the parties desire to set forth financial and governance arrangements, transfer restrictions, buy‑sell mechanisms and reporting obligations as set forth herein.

Definitions: Capitalized terms used in this Agreement shall have the meanings assigned to them in the text. For avoidance of doubt, "Shares" means all classes and series of capital stock held by the Stockholder as set forth in Schedule A.

Capitalization and Share Schedule

The Stockholder represents that, as of the Effective Date, the Stockholder beneficially owns the shares set forth in Schedule A below. Any future issuance of Shares or change in capital structure which would materially dilute the Stockholder's percentage ownership requires the consent of the Stockholder as set forth in this Agreement.

Restrictions on Transfer; Rights of First Refusal

Transfer Prohibition: Except as permitted in this Agreement, the Stockholder shall not Transfer any Shares without complying with the procedures and restrictions set forth in this Section. "Transfer" includes sale, assignment, pledge, encumbrance or other disposition.

Right of First Refusal: If the Stockholder receives a bona fide third‑party offer to acquire Shares, the Stockholder shall deliver written notice to the Company specifying the terms of the proposed Transfer. The Company shall have the right, within days, to elect to purchase the offered Shares on the same terms. If the Company declines, other remaining Stockholders shall have a pro rata right to purchase on the same terms within an additional days.

Valuation Procedure: Unless otherwise agreed, Fair Market Value shall be determined by an independent appraiser selected jointly by the parties. If the parties cannot agree on an appraiser within ten (10) days, each shall select one appraiser and those two appraisers shall select a third; the determination of the third appraiser shall be binding. Appraisal fees shall be allocated

Tag‑Along and Drag‑Along Rights

Tag‑Along: In the event a majority holder proposes to Transfer Shares to a third party, each minority Stockholder shall have the right to include their Shares in such sale on a pro rata basis, on the same terms and conditions.

Drag‑Along: If holders of at least % of the outstanding voting Shares approve a sale of the Company, they shall have the right to require remaining Stockholders to sell their Shares on the same terms, provided that the sale terms are no less favorable to the dragged Stockholders than to the majority sellers.

Dividends and Distributions

Dividend Policy: Dividends and distributions, if any, shall be declared by the Board of Directors in accordance with the Company's governing documents and applicable law. The Company shall adopt and disclose a dividend policy within following the Effective Date, and any deviation from that policy shall require approval by holders of at least % of outstanding Shares.

Financial Reporting; Information Rights

Reporting Obligations: The Company shall deliver to the Stockholder: (a) quarterly unaudited financial statements within 45 days after each fiscal quarter end; and (b) annual audited financial statements within 120 days after fiscal year end. All financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied.

Representations and Warranties

Company Representations: The Company represents and warrants that it is duly organized and validly existing, has full corporate power to enter this Agreement, and that the Shares to be issued to the Stockholder (if applicable) will be duly authorized, validly issued, fully paid and non‑assessable upon issuance.

Stockholder Representations: The Stockholder represents and warrants that the Stockholder has full power to enter into this Agreement, owns the Shares free of encumbrances except as disclosed in writing, and that the execution of this Agreement does not violate any agreement or law applicable to the Stockholder.

Covenants; Confidentiality; Non‑Compete

Covenants: The Stockholder shall comply with the transfer restrictions, participate in capital calls if required by the articles or an approved financing on a pro rata basis, and provide cooperation necessary to effectuate permitted transfers.

Confidentiality: The Stockholder shall keep confidential all nonpublic financial, technical and business information relating to the Company received by the Stockholder in connection with this Agreement, except to the extent disclosure is required by law or made to the Stockholder's professional advisers subject to confidentiality obligations.

Non‑Compete and Non‑Solicit: During the term of the Stockholder's service as an officer, director or employee, and for a period of months thereafter, the Stockholder shall not engage in any business materially competitive with the Company nor solicit employees or key customers of the Company in a manner that causes material harm to the Company.

Events of Default; Remedies

Events of Default: The following shall constitute an Event of Default: (a) a material breach of this Agreement that remains uncured for 30 days after written notice; (b) a representation or warranty that is materially false when made; (c) insolvency, receivership or bankruptcy of a party.

Remedies: Upon an Event of Default, the non‑defaulting party may pursue all available remedies at law or in equity, including specific performance and injunctive relief. If the default involves an unauthorized Transfer, the Company may repurchase the subject Shares at Fair Market Value determined under the Valuation Procedure, subject to set‑off for damages resulting from the breach.

Indemnification

Each party shall indemnify, defend and hold harmless the other parties from and against any losses, claims, liabilities or expenses arising from any breach of this Agreement, willful misconduct or negligence by the indemnifying party, subject to limitations set forth in the Company constitutional documents.

Governing Law; Dispute Resolution; Notices

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered in the agreed forum with the arbitrator applying the substantive law of the Governing Law State. The arbitrator may award costs and attorneys' fees where permitted by law.

Amendment; Severability; Counterparts

Amendment: This Agreement may be amended only by written instrument signed by the Company and holders of at least % of the outstanding Shares affected by the amendment.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Acknowledgements and Certifications

By signing below, each party certifies that: (a) it has full authority to enter into this Agreement; (b) it has received all information it deems necessary to evaluate the transactions contemplated herein; and (c) it will comply with all terms, covenants and obligations set forth in this Agreement.

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