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SHAREHOLDER AGREEMENT

This Shareholder Agreement ("Agreement") is entered into as of the date last signed below, by and among:

[Company Name], a Corporation incorporated under the laws of the State of [State of Incorporation] (the "Company");

[Shareholder 1 Full Name], holder of [Shareholder 1 — Number of Shares] shares ([Shareholder 1 — Ownership %]% ownership) ("Shareholder 1");

[Shareholder 2 Full Name], holder of [Shareholder 2 — Number of Shares] shares ([Shareholder 2 — Ownership %]% ownership) ("Shareholder 2");

(Shareholder 1, Shareholder 2 are collectively referred to as the "Shareholders")

1. PURPOSE

The Shareholders enter into this Agreement to govern their relationship as shareholders of the Company, supplement the Company's Articles of Incorporation and Bylaws, and provide for the orderly management of the Company.

2. BOARD OF DIRECTORS

[Board of Directors Composition]

Directors shall serve until resignation, removal, or replacement by the Shareholder entitled to appoint them. Vacancies shall be filled by the appointing Shareholder.

3. VOTING RIGHTS

Voting rights shall be structured on a proportional basis. Each share of common stock shall carry one vote unless otherwise specified in the Company's charter documents.

4. MATTERS REQUIRING UNANIMOUS APPROVAL

The following actions shall require the unanimous written approval of all Shareholders:

[Decisions Requiring Unanimous Shareholder Approval]

5. DIVIDEND POLICY

[Dividend Policy]

6. SHARE TRANSFER RESTRICTIONS

Right of First Refusal: Before any Shareholder may transfer shares to a third party, they must first offer those shares to the other Shareholders on a pro rata basis at the same price and terms offered by the third party. Existing Shareholders have 30 days to exercise this right. If not exercised, the transferring Shareholder may complete the sale to the third party on substantially the same terms within 90 days.

7. DRAG-ALONG RIGHTS

If Shareholders holding a majority of outstanding shares agree to sell all of their shares to a bona fide third-party purchaser in an arm's-length transaction, they may require the remaining Shareholders to sell their shares to the same purchaser on the same terms and conditions ("drag-along"). The acquirer must purchase all shares at the same per-share price.

8. TAG-ALONG RIGHTS

If any Shareholder proposes to sell shares to a third party (the "Selling Shareholder"), each other Shareholder shall have the right to participate in such sale by selling a pro rata portion of their shares to the same buyer on the same terms ("tag-along right"). The Selling Shareholder must provide written notice of the proposed sale at least 20 days in advance.

BUY-SELL PROVISIONS

[Buy-Sell Provisions]

Valuation Method: For any mandatory share purchase under this Agreement, the price per share shall be determined by fair-market. If the parties cannot agree on a valuation, each party shall appoint an independent appraiser; if their valuations differ by more than 15%, the two appraisers shall jointly select a third appraiser whose determination shall be final and binding.

FUNDING OBLIGATIONS

[Funding Obligations]

DEADLOCK RESOLUTION

[Deadlock Resolution]

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Incorporation].

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force.

AMENDMENT

This Agreement may only be amended by a written instrument signed by all Shareholders.

IN WITNESS WHEREOF, the Shareholders have executed this Shareholder Agreement as of the date written below.

_________________________________

[Shareholder 1 Full Name]

Shareholder 1 ([Shareholder 1 — Ownership %]%)

Date: _______________

_________________________________

[Shareholder 2 Full Name]

Shareholder 2 ([Shareholder 2 — Ownership %]%)

Date: _______________

_________________________________

Authorized Signatory — [Company Name]

Date: _______________