Shareholder Agreement for Series B Financing

SHAREHOLDER AGREEMENT FOR SERIES B FINANCING

Parties and Transaction

This Shareholder Agreement (the agreement) is entered into as of by and among , a corporation organized under the laws of (the Company), and the investor identified below (the Investor), and the holders of the Company's capital stock signatory hereto (the Shareholders).

Series B Financing Terms

The Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, shares of the Company's Series B Preferred Stock (Series B) on the terms and subject to the conditions set forth herein. The material economic terms of the Series B financing are set forth below.

Definitions

Capitalized terms used in this Agreement have the meanings set forth in the schedule below or as otherwise defined in the text. For purposes of this Agreement, "Shares" means the Series B Preferred Stock to be issued to the Investor; "Board" means the Board of Directors of the Company.

Representations and Warranties of the Company

The Company hereby represents and warrants to the Investor that, as of the date hereof and as of the Closing, except as set forth in the Company disclosure schedule, (a) the Company is duly organized and validly existing; (b) all corporate action necessary to authorize the execution, delivery and performance of this Agreement has been taken; and (c) the Shares when issued will be duly authorized, validly issued, fully paid and non-assessable. Any exceptions to these representations are described below.

Representations and Warranties of Investor

The Investor represents and warrants that it has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and that the purchase of the Shares is being made for investment purposes and not with a view to distribution. The Investor further represents that it is an accredited investor as defined by applicable securities laws.

Corporate Governance and Board Rights

From and after the Closing, the Investor shall be entitled to designate member(s) of the Board so long as the Investor owns at least of the outstanding Series B on a fully-diluted basis. The Company shall take all corporate actions necessary to implement such board appointment rights.

Transfer Restrictions; Right of First Refusal; Co-Sale

Except as permitted herein, no Shareholder may transfer any Shares without first offering such Shares to the Company and the Investor on the terms set forth in this Agreement. Transfers shall be subject to customary right of first refusal, co-sale and drag-along provisions to protect the economic and control rights of the holders of Series B.

Anti-dilution Adjustment

The Series B shall carry standard anti-dilution protection, as set forth below. In the event of a subsequent issuance of equity or equity equivalents at a price less than the Series B Price, the conversion price of the Series B shall be adjusted on a basis, subject to exceptions customary in transactions of this type.

Information Rights; Financial Reporting

For so long as the Investor holds at least of the Series B, the Company shall provide periodic financial statements and information as described below.

Representations, Covenants and Other Agreements

Each Shareholder represents, covenants and agrees to customary restrictions and obligations, including non-competition and confidentiality covenants where applicable, and agrees that transfers in violation of this Agreement are null and void.

Conditions Precedent to Closing

The obligations of the parties at the Closing are subject to the satisfaction or waiver of customary conditions precedent, including: accuracy of representations, performance of covenants, delivery of signed instruments, and receipt of any required approvals.

Indemnification and Remedies

The Company and the Shareholders agree to indemnify each other for breaches of representations, warranties or covenants as set forth herein. Remedies shall include specific performance and injunctive relief where money damages are inadequate.

Miscellaneous Provisions

This Agreement constitutes the entire agreement among the parties with respect to the Series B financing and supersedes all prior agreements. This Agreement may be amended only by a written instrument executed by the Company and the holders of a majority of the Series B then outstanding, except that amendments affecting any Shareholder's economic rights require that Shareholder's written consent.

Execution; Counterparts

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective to bind the signing party.

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