Shareholder Meeting Protocol

SHAREHOLDER MEETING PROTOCOL

Protocol Date:

Recitals (Whereas)

WHEREAS, the Company is a corporation duly organized and existing under the laws of and maintains its principal place of business at the address set forth above;

WHEREAS, the Shareholder holds ownership interests in the Company and the parties desire to establish a written protocol governing the conduct, recordation and resolutions of the shareholder meeting described herein;

WHEREAS, the parties intend that this Protocol will serve as the formal record of proceedings, voting procedures and administrative arrangements for the meeting scheduled on the meeting date stated below.

Meeting Details

Meeting Date:    Start Time:

Quorum requirement (number of shares or percentage):

Agenda and Resolutions

Scope of Work

The Scope of Work for this meeting shall include the review and action on the agenda items listed above, presentation of reports, discussion of strategic matters, and any ancillary matters reasonably related thereto. Specific responsibilities and deliverables are described below.

Compensation and Expenses (Payment Terms)

Any compensation, honoraria or meeting-related reimbursements payable in connection with this meeting shall be governed by the terms set forth below.

Late fee for overdue payments expressed as a percentage per month:

Reimbursement of reasonable out-of-pocket meeting expenses:   Company will reimburse expenses in accordance with submitted receipts and the Company's expense policy.

Term and Termination

Term Start Date:    Term End Date (if applicable):

Either party may terminate this Protocol for any material breach by the other party after providing written notice and a cure period of days. Termination shall not affect the enforceability of obligations accrued prior to the effective termination date.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed in the course of the meeting that a reasonable person would consider confidential, including financial data, strategic plans and proprietary analyses ("Confidential Information"). Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law or as reasonably necessary to authorized advisors bound by confidentiality obligations.

Confidentiality Obligations Duration (in years):

Voting Procedures

Voting method (select all that apply):
By show of hands    By ballot    By written consent

Required majority for adoption of ordinary resolutions (percentage):

Governing Law

This Protocol shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Protocol, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Miscellaneous

If any provision of this Protocol is held invalid or unenforceable, the remainder of this Protocol shall remain in full force and effect. No waiver of any right under this Protocol shall be effective unless in writing and signed by the waiving party.

The parties acknowledge that the minutes and records produced in accordance with this Protocol shall be maintained as corporate records of the Company and shall be available for inspection by shareholders in accordance with applicable corporate governance rules.

Certification

The undersigned certify that the foregoing Protocol accurately records the agenda, proceedings and resolutions of the meeting referenced herein and that such records shall be entered into the official minutes of the Company.

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