Shareholder Agreement (Page 2 of 4) in pdf

The distribution of shares is now as follows:

Shareholder #1 holds [Number] of shares.

Shareholder #2 holds [Number] of shares.

As common stock shareholders of [Corporation Name] the above listed shareholders agree to

the following terms and conditions:

The shareholders hereby agree that each respective shareholder has purchased their respective

shares for investment purposes only with no future intention of reselling their shares. Also,

there is mutual agreement and understanding that the shareholders will not donate, pledge,

give, sell or otherwise assign or transfer their shares except as per this Shareholders

Agreement.

The Shareholder may sell, give or transfer their respective shares to the Company as is mutually

agreed upon by the Board of Directors and the Shareholder.

If a Shareholder does receive a valid offer to purchase shares they must first inform the

company and all other Shareholders in writing of the intent to sell and include the number of

shares, the purchase price and the full name of the purchaser. When an offer to purchase has

been received by a Shareholder, the Corporation has the first right to purchase the shares being

sold at the offering price. This intent to purchase must be presented to the Shareholder in

writing within five business days following the Shareholder notifying the Corporation with

intent to sell. The Corporation must complete the purchase transaction within five business

days after submitting the proposed purchase plan.

The Shareholder hereby agrees to deliver the Company Shares to the company on the agreed

upon date and completely free of any encumbrances or liens and all doc stamps and taxes due

shall be paid by the selling Shareholder.

Should the company decide not to purchase the share that are up for sale then the right to

purchase the shares shall go to the existing Shareholders. The current Shareholders, as listed

above, must in writing deliver their intent to purchase to the offering Shareholder. The

completion of the purchase will occur within five business days following the written notice of

intent to purchase is delivered to the offering Shareholder.

The Shareholder hereby agrees to deliver the shares to the existing Shareholders on the agreed

upon date completely free of an encumbrances or liens.

The Shareholders may during their respective lifetimes transfer their shares to a spouse or

direct descendant providing that this transfer is also agreed to by the Board of Directors of this

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Shareholder Agreement Page 2