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Shareholders Agreement

The Shareholders Agreement below has been compiled and made effective on (date)  between (company name) organized under the laws of (state) with the main office located at (address) and (shareholder name), hereafter known as “First Shareholder” with a primary address of (address) and (shareholder name), hereafter known as “Second Shareholder” with a primary address of (address).

The Distribution of shares is now as follows:

(Name) holds (number) of shares

(Name) holds (number) of shares

As common stock shareholders of (name) Company the shareholders agree to the following:

1.    Investment Purpose

1.1 The shareholders concur that each respective shareholder has purchased their shares for investment purposes only with no current intention of resale.

2.    Share Transfer

2.1 Per this Shareholders Agreement the shareholders agree not to encumber, donate, pledge, convey, give, sell or otherwise assign their shares except as per Shareholders Agreements.

2.2 The Shareholder may sell, give or transfer the shares to the Company at a agreed upon by the Board of Directors and the Shareholder.

2.3 A Shareholder who has received a true offer to purchase shares must first inform the company and all other Shareholders in writing of the intent to sell and include the number of shares, purchase price and name of the purchaser.

2.4 When an offer to buy has been received by a Shareholder, the Company shall have the right to buy the shares being sold at the offering price.  This intent to buy must be presented to the Shareholder in writing within (number) of days after the Shareholder notifies the company of intent to sell.  The company also completes the purchase of said shares within (days) after submitting the intent to purchase.

2.5 Per this Shareholders Agreement the Shareholder agrees to deliver the shares to the company devoid of any encumbrances or liens.

2.6    Any doc stamps and taxes shall be paid by the Shareholder.

2.7    Should the company decide not to purchase these shares the right to purchase the shares fall to the existing Shareholders. The current Shareholders, per this Shareholders Agreement must, in writing, deliver their intent to purchase to the offering Shareholder.  Completion of the purchase shall occur within (number) of days after the written notice of intent to buy is delivered to the offering Shareholder

2.8    The shares will be delivered to the existing Shareholders on the agreed upon date with no liens or encumbrances.

2.9    The offering Shareholder will pay all document stamps and taxes

3.  Descendents

3.1    The Shareholders, per Shareholders Agreements may during their respective

Lifetimes transfer all of their shares to a spouse or direct familial descendant providing this transfer is agreed to by the Board of Directors of this Company.

3.2    3.2 The transferee must also agree in writing to vote for one of the Shareholders or any nominees they endorse as a director of the Company. The transferee will also agree to all the conditions and terms of this Shareholders Agreement.

4.  Right To Refuse

4.1 With the exception of Excluded Securities, the Company agrees not to sell any shares without offering this stock to existing Shareholders.

4.2 As per Shareholders Agreements notice of intent to accept and purchase said shares must be present to the Company within (number) of days after the intent to sell stock is presented by the Company.  Sale must take place within (days) after the intent to purchase has been delivered to the Company.

4.3 Should the Shareholders refuse the right to buy, this Shareholders Agreement states the shares may be sold to a buyer at the agreed upon price as presented to the Shareholders

1.    Management Shareholder Termination or Death

5.1 Should a Manager Shareholder discontinue employment at the Company for any reason, this Shareholder within (number) of days of the termination event must offer to sell all shares to Company in writing.  If the Company refuses to purchase the shares, the offer shall then be presented to the Shareholders.

2.    Electing Board of Directors

6.1 At every Board of Directors election each Shareholder may present themselves as in the running for a Directorship or elect a nominee for the position.

The Parties below have executed this Shareholders Agreement on (date)

Company                                                          First Shareholder

_______________________                             _________________________

Authorized Signature                                      Authorized Signature

______________________                             _________________________

Print Name/Title                                            Print Name/Title

Second Shareholder                                      Third Shareholder

______________________                            __________________________

Authorized Signature                                   Authorized Signature

______________________                           __________________________

Print Name/Title                                          Print Name/Title