Shareholders' Agreement for Corporations

SHAREHOLDERS' AGREEMENT FOR CORPORATIONS

This Shareholders' Agreement (the agreement) is made as of the day of , by and among Corporation Name: , a corporation organized under the laws of (the Company), and Shareholder Name: , with address at (the Shareholder).

RECITALS

WHEREAS, the Company is duly validly existing and is authorized to issue shares of common and preferred stock pursuant to its articles of incorporation and bylaws; and

WHEREAS, the Shareholder is the owner of certain issued and outstanding shares of the Company as set forth in Schedule A attached hereto and desires to set forth the terms and conditions governing the ownership, transfer and voting of such shares; and

WHEREAS, the parties desire to provide for the management of the Company, the protection of minority interests, and the orderly transfer of shares in accordance with the terms of this agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Board" means the board of directors of the Company. 1.2 "Shares" means all classes and series of capital stock of the Company held by the Shareholder as set forth in Schedule A. 1.3 "Transfer" includes any sale, assignment, pledge, encumbrance, gift, or other disposition, whether voluntary or involuntary.

2. SHARE CAPITAL; OWNERSHIP

2.1 The authorized and issued share structure of the Company is as set forth in Schedule A. The Shareholder represents and warrants that the information in Schedule A is true and complete as of the date of this agreement. Any change to issued capital must be approved by the Board and by holders representing at least % of the outstanding voting power.

3. BOARD OF DIRECTORS; MANAGEMENT

3.1 The Board shall consist of directors. Directors shall be elected by holders of voting shares in accordance with the Company bylaws and this agreement. 3.2 Certain matters shall require the affirmative vote of at least % of the Board, including but not limited to amendments to the articles of incorporation affecting shareholder rights, issuance of new shares, mergers, sale of substantially all assets, and liquidation.

4. TRANSFER RESTRICTIONS

4.1 No Shareholder shall Transfer any Shares except in accordance with the terms of this agreement. Any attempted Transfer in violation of this agreement shall be null and void as to the Company and the non-transferring Shareholders. 4.2 The Transfer of Shares by a Shareholder shall be subject to the Company's right of first refusal as set forth in Section 5.

5. RIGHT OF FIRST REFUSAL

5.1 If a Shareholder receives a bona fide third-party offer to purchase Shares, the selling Shareholder shall first deliver written notice to the Company and the other Shareholders specifying the terms of the offer. The Company shall have days to elect to purchase the Shares on the same terms, and if the Company declines, the other Shareholders shall have an additional days to elect pro rata to purchase the Shares. 5.2 Failure to timely exercise the right shall permit the selling Shareholder to consummate the Transfer to the third party on substantially the same terms.

6. TAG-ALONG AND DRAG-ALONG

6.1 Tag-Along: If one or more Shareholders propose to Transfer controlling interest to a third party, the minority Shareholders shall have the right to participate in such sale on substantially identical terms. 6.2 Drag-Along: If Shareholders holding not less than % of the outstanding voting shares approve a sale of the Company, they may require all remaining Shareholders to sell their Shares on the same terms.

7. PREEMPTIVE RIGHTS

7.1 Subject to applicable law and the articles of incorporation, existing Shareholders shall have the right to purchase their pro rata share of any new issuance of shares to maintain their percentage ownership. The Company shall give written notice of any proposed issuance sufficiently in advance to permit exercise of preemptive rights.

8. DIVIDENDS AND DISTRIBUTIONS

8.1 Declaration and payment of dividends shall be at the discretion of the Board, subject to the provisions of applicable law and the rights of any preferred shareholders. The Board must consider the Company's financial condition, capital needs and contractual obligations before authorizing distributions.

9. FINANCIAL INFORMATION; INSPECTION RIGHTS

9.1 The Company shall deliver to the Shareholder annual financial statements prepared in accordance with generally accepted accounting principles within days after fiscal year end. 9.2 The Shareholder shall have reasonable access to the Company's books and records during normal business hours for purposes reasonably related to the Shareholder's interest.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential and not disclose any non-public proprietary information received from the other party, except as required by law, court order, or necessary professional advisors bound by confidentiality. Confidential materials shall be used solely for purposes of evaluating and performing obligations under this agreement.

11. BREACH; REMEDIES

11.1 A material breach of this agreement shall entitle the non-breaching party to pursue all remedies available at law or in equity, including specific performance and injunctive relief. 11.2 The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

12. TERM; TERMINATION

12.1 This agreement shall continue in effect until terminated by written agreement of the parties or upon liquidation of the Company. 12.2 Provisions that by their nature survive termination shall survive, including confidentiality, transfer restrictions applicable to prior transfers, and indemnification obligations.

13. NOTICES

Notices shall be in writing and shall be deemed delivered when delivered personally, by nationally recognized overnight carrier, or three days after deposit in the United States mail, postage prepaid, to the addresses set forth above or as otherwise notified in writing.

14. AMENDMENT; WAIVER

14.1 This agreement may be amended only by a written instrument signed by the Company and holders of at least % of the issued voting shares. 14.2 No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any subsequent breach.

15. GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this agreement.

16. ENTIRE AGREEMENT

This agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

17. SEVERABILITY

If any provision of this agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall attempt to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

18. COUNTERPARTS

This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

19. ADDITIONAL PROVISIONS

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