Shareholders Agreement (US)

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (this “Agreement”) is entered into as of [effective date] (the “Effective Date”), by and among:

(1) [company full legal name], a [state of incorporation] corporation (the “Company”);

(2) the persons listed on Exhibit A as holders of Common Stock (the “Common Shareholders”); and

(3) the persons listed on Exhibit B as holders of Preferred Stock (the “Preferred Shareholders”, and together with the Common Shareholders, the “Shareholders”).

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of [state of incorporation];

WHEREAS, the Shareholders own shares of capital stock of the Company as set forth on Exhibit A and Exhibit B; and

WHEREAS, the parties wish to set out their respective rights and obligations with respect to the Company and its capital stock.

NOW, THEREFORE, in consideration of the mutual promises set out below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such person.

1.2 “Board” or “Board of Directors” means the board of directors of the Company.

1.3 “Business Day” means any day other than a Saturday, Sunday, or a day on which banks in [governing state city] are authorized or required by law to close.

1.4 “Drag-Along Sale” means a transaction in which Drag-Along Sellers require all other Shareholders to sell their Shares as set out in Section 8.

1.5 “Equity Securities” means any shares of capital stock of the Company, any securities convertible into or exchangeable for shares of capital stock, and any options, warrants, or other rights to acquire shares of capital stock.

1.6 “Fair Market Value” means the price a willing buyer would pay a willing seller for Shares of the Company in an arm's-length transaction, determined under Section 12.

1.7 “Founders” means the individuals identified as such on Exhibit C.

1.8 “Majority Shareholders” means Shareholders holding more than fifty percent (50%) of the issued and outstanding Shares.

1.9 “Permitted Transfer” means a Transfer of Shares that is permitted without compliance with the standard transfer-restriction procedures, as set out in Section 5.3.

1.10 “Pro Rata Share” means, with respect to any Shareholder, the fraction equal to the number of Shares held by that Shareholder divided by the total number of Shares outstanding, calculated on a fully-diluted basis.

1.11 “Qualified IPO” means an underwritten public offering of the Company's Common Stock resulting in gross proceeds to the Company of at least [qualified ipo threshold] and a listing on a national securities exchange.

1.12 “Right of First Refusal” or “ROFR” means the right of the Company and existing Shareholders to purchase Shares before they are sold to a third party, as set out in Section 6.

1.13 “Sale of the Company” means: (a) a merger or consolidation in which the Shareholders immediately before the transaction hold less than 50% of the voting power of the surviving entity immediately after; (b) a sale of all or substantially all of the Company's assets; or (c) a transaction or series of transactions in which any person acquires more than 50% of the Company's outstanding voting stock.

1.14 “Shares” means all shares of capital stock of the Company, including Common Stock, Preferred Stock, and any other class or series now or hereafter authorized.

1.15 “Supermajority” means [supermajority percentage] of the issued and outstanding Shares.

1.16 “Tag-Along Right” means the right of minority Shareholders to join in a sale of Shares by a majority Shareholder on the same price and terms, as set out in Section 7.

1.17 “Transfer” means any sale, assignment, transfer, pledge, hypothecation, gift, or other disposition of Shares, whether voluntary or involuntary, direct or indirect, by operation of law or otherwise.

2. SHARE OWNERSHIP AND CAPITAL STRUCTURE

2.1 Current Share Ownership. The current ownership of Shares is set out on Exhibit A and Exhibit B. Each Shareholder represents and warrants that such Shareholder owns the Shares listed opposite such Shareholder's name, free and clear of all liens, claims, and encumbrances, other than those created by this Agreement.

2.2 Classes of Shares. The Company's authorized capital stock consists of: (a) [number of authorized common shares] shares of Common Stock, par value [common stock par value] per share; and (b) [number of authorized preferred shares] shares of Preferred Stock, par value [preferred stock par value] per share, of which [number of series a shares] shares have been designated as Series [preferred series designation] Preferred Stock.

2.3 Future Issuances. The Company shall not issue any additional Shares or securities convertible into Shares without the prior written consent of [consent threshold for new issuances], subject to the pre-emptive rights procedure in Section 9 and the excluded issuances in Section 9.2.

3. CORPORATE GOVERNANCE AND MANAGEMENT

3.1 Board Size. The Board shall consist of [number of directors] directors. The parties agree to vote all Shares they hold to maintain this Board size, subject to adjustment as set out in this Section 3.

3.2 Director Nomination Rights. Directors shall be nominated and elected as follows: (a) Founder Directors: [number of founder directors] director(s) shall be designated by the Founders voting as a separate class; (b) Preferred Directors: [number of preferred directors] director(s) shall be designated by holders of a majority of outstanding Preferred Stock voting as a separate class; (c) Independent Directors: [number of independent directors] director(s) shall be individuals who are not employees, officers, or Affiliates of any Shareholder, elected by mutual agreement of the Founder Directors and Preferred Directors; and (d) CEO Director: the Chief Executive Officer shall serve as a director for so long as such person holds that position.

3.3 Voting Obligation. Each Shareholder agrees to vote all Shares it holds, and to take all other actions within its power as a shareholder, to elect the nominees identified under Section 3.2 to the Board. This constitutes a voting agreement and, to the extent permitted by applicable law, an irrevocable proxy.

3.4 Vacancies and Removal. Any director may be removed, with or without cause, only by the shareholder group that nominated that director. Vacancies shall be filled by the shareholder group entitled to designate the vacant seat.

3.5 Voting. Each director shall have one vote. Except as otherwise provided in this Agreement or required by applicable law, all actions of the Board shall require the affirmative vote of a majority of directors present at a meeting at which a quorum is present.

3.6 Quorum. A quorum for any Board meeting requires the presence of a majority of the total number of directors then in office, which must include at least one Founder Director and one Preferred Director (if any such directors have been designated).

3.7 Meetings. The Board shall meet at least [board meeting frequency] at such times and places as the Board determines. Special meetings may be called by any director on [special meeting notice period] Business Days' written notice. Directors may participate in meetings by telephone or video conference.

3.8 Action Without a Meeting. Any action that may be taken at a Board meeting may be taken without a meeting if a written consent setting out the action is signed by all directors, as permitted by applicable state law.

3.9 Observer Rights. Shareholders holding at least [observer rights ownership threshold] of outstanding Shares but without board nomination rights may designate one non-voting observer to attend and participate in Board meetings. Observers may not vote and may be excluded from portions of meetings where the Board determines their presence creates a conflict of interest or attorney-client privilege concern.

3.10 Shareholder Meetings. The Company shall hold an annual meeting of Shareholders within 180 days after the end of each fiscal year. Special meetings may be called by: (a) the Board; (b) the Chief Executive Officer; or (c) Shareholders holding at least [special shareholder meeting threshold] of the outstanding Shares. Written notice of any Shareholder meeting shall be given at least [shareholder meeting notice days] days before the meeting date, stating the place, date, time, and purpose of the meeting.

3.11 Quorum for Shareholder Meetings. A quorum at any Shareholder meeting shall consist of Shareholders holding a majority of the outstanding Shares entitled to vote, present in person or by proxy.

3.12 Action by Written Consent. Shareholder action without a meeting is governed by applicable state law and the Company's organizational documents.

3.13 Matters Requiring Board Approval. The following actions require approval of the Board (and, where indicated, a majority of the Preferred Directors): (a) approval of the annual operating budget and any material amendments; (b) any capital expenditure exceeding [board capex approval threshold]; (c) any borrowing or incurrence of indebtedness exceeding [board debt approval threshold]; (d) hiring or terminating the CEO, CFO, or other C-suite officers; (e) entering into, amending, or terminating any material contract with a value exceeding [board contract approval threshold]; (f) initiating or settling any litigation involving amounts exceeding [board litigation approval threshold]; (g) any change to the Company's principal line of business; and (h) any related-party transaction between the Company and any Shareholder or Affiliate.

3.14 Reserved Matters Requiring Shareholder Approval. Notwithstanding any other provision of this Agreement or the Company's organizational documents, the Company shall not take any of the following actions without the prior written consent of [reserved matter approval threshold]: (a) amend, alter, or repeal any provision of the Certificate of Incorporation or Bylaws in a manner that adversely affects the rights of any class of Shareholders; (b) effect any merger, consolidation, or Sale of the Company; (c) issue any new Equity Securities except as expressly permitted herein; (d) redeem, repurchase, or cancel any Shares except as permitted herein; (e) declare or pay any dividend or distribution on any Shares; (f) dissolve, liquidate, or wind up the Company; (g) increase or decrease the authorized number of shares of any class; (h) create any new class or series of stock having rights, preferences, or privileges senior to or on parity with existing Preferred Stock; (i) incur indebtedness exceeding [shareholder debt approval threshold]; and (j) take any action that would adversely and disproportionately affect the rights of any class of Shareholders relative to other classes.

3.15 Officers. The officers of the Company shall be appointed by the Board and shall serve at the pleasure of the Board. The initial officers are set out on Exhibit C.

4. INFORMATION RIGHTS

4.1 Financial Statements. The Company shall deliver to each Shareholder holding at least [information rights ownership threshold] of the outstanding Shares: (a) within [annual financial statement delivery period] days after the end of each fiscal year, audited annual financial statements (or, if not yet audited, unaudited statements certified by the CFO), including a balance sheet, income statement, and statement of cash flows; (b) within 45 days after the end of each fiscal quarter, unaudited quarterly financial statements; and (c) within 30 days before the start of each fiscal year, the Company's annual operating budget and business plan.

4.2 Inspection Rights. Each Shareholder holding at least [inspection rights ownership threshold] of outstanding Shares shall have the right, on at least five Business Days' written notice during normal business hours, to inspect and copy the books, records, and accounts of the Company. The Company may require the Shareholder to sign a reasonable confidentiality agreement before allowing inspection.

4.3 Confidentiality of Information. Each Shareholder agrees to keep strictly confidential all non-public information received about the Company under this Section 4 or otherwise, and not to disclose or use such information except: (a) in connection with monitoring or managing such Shareholder's investment in the Company; (b) with the prior written consent of the Company; or (c) as required by applicable law, regulation, or court order, provided the Shareholder gives the Company prompt advance notice if legally permissible.

5. TRANSFER RESTRICTIONS

5.1 General Restriction. No Shareholder may Transfer any Shares except in compliance with this Section 5 and Sections 6 through 9. Any purported Transfer in violation of this Agreement shall be void and of no effect, and the Company shall not register any such Transfer on its books.

5.2 Lock-Up Period. Each Shareholder agrees not to Transfer any Shares during the period beginning on the Effective Date and ending [lock-up period duration] months thereafter (the “Lock-Up Period”), except for Permitted Transfers under Section 5.3.

5.3 Permitted Transfers. The following Transfers are permitted without compliance with Sections 6, 7, or 8, provided the transferee first executes a joinder agreement in the form of Exhibit D agreeing to be bound by this Agreement: (a) a Transfer by an individual Shareholder to a revocable living trust for estate planning purposes where the Shareholder retains sole beneficial ownership and control; (b) a Transfer by an individual Shareholder to an immediate family member (spouse, children, parents, or siblings); (c) a Transfer by an entity Shareholder to an Affiliate of that entity; (d) a Transfer by a Shareholder that is a venture capital fund to any other fund managed by the same general partner or management company; and (e) a Transfer approved in advance in writing by [permitted transfer consent threshold].

5.4 Conditions to All Transfers. As a condition to any Transfer (including Permitted Transfers), the transferring Shareholder shall: (a) deliver to the Company a written joinder instrument, signed by both the transferor and transferee, binding the transferee to this Agreement as a Shareholder to the same extent as the transferor; (b) provide any information reasonably requested to confirm that the Transfer does not violate applicable securities laws; and (c) pay any transfer taxes or costs associated with the Transfer.

5.5 Involuntary Transfers. If a Shareholder's Shares are Transferred involuntarily — for example, by operation of law, on bankruptcy, divorce, or death — the Company and the other Shareholders shall have the right to purchase such Shares at Fair Market Value within 90 days after receiving written notice of such involuntary Transfer. The valuation procedure in Section 12 shall apply.

5.6 Securities Law Compliance. No Transfer of Shares shall be made unless: (a) the Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws; or (b) the Company has received an opinion of counsel reasonably satisfactory to it that such Transfer is exempt from registration.

5.7 Legends. Each certificate representing Shares (or book-entry notation) shall bear legends substantially noting: (a) the lack of registration under the Securities Act of 1933; and (b) the transfer restrictions, rights of first refusal, drag-along rights, and other provisions of this Agreement.

6. RIGHT OF FIRST REFUSAL

6.1 Transfer Notice. If any Shareholder (the “Selling Shareholder”) wishes to Transfer any Shares to any person other than a Permitted Transferee (a “Proposed Buyer”), the Selling Shareholder shall first deliver written notice (the “Transfer Notice”) to the Company and each other Shareholder, stating: (a) the Selling Shareholder's intention to Transfer; (b) the name and address of the Proposed Buyer; (c) the number and class of Shares proposed to be Transferred (the “Offered Shares”); (d) the purchase price per Share and total purchase price (the “Offer Price”); (e) all material terms and conditions of the proposed Transfer; and (f) a copy of any written offer from the Proposed Buyer.

6.2 Company's Right. The Company shall have the first right, but not the obligation, to purchase all (but not less than all) of the Offered Shares at the Offer Price by delivering written notice of exercise to the Selling Shareholder within [company rofr exercise period] Business Days after receipt of the Transfer Notice (the “Company ROFR Period”).

6.3 Shareholders' Right. If the Company does not elect to purchase all Offered Shares within the Company ROFR Period, the remaining Offered Shares shall be offered to the other Shareholders for [shareholder rofr exercise period] Business Days following expiration of the Company ROFR Period. Each Non-Selling Shareholder shall have the right to purchase its Pro Rata Share of the remaining Offered Shares.

6.4 Over-Allotment. If any Non-Selling Shareholder does not exercise its full right under Section 6.3, the exercising Non-Selling Shareholders may purchase the remaining Offered Shares on a Pro Rata basis among themselves within five additional Business Days.

6.5 Closing. If the Company or any Non-Selling Shareholders elect to purchase Offered Shares, closing shall occur within 30 days after expiration of the applicable exercise period. Payment shall be made in cash, unless the Transfer Notice contemplated non-cash consideration, in which case the purchasing party may pay the Fair Market Value equivalent in cash.

6.6 Sale to Proposed Buyer. If the Company and Non-Selling Shareholders together do not elect to purchase all Offered Shares, the Selling Shareholder may Transfer the remaining Offered Shares to the Proposed Buyer within 90 days after expiration of the Shareholder ROFR Period, provided: (a) the Transfer is at a price no lower and on terms no more favourable to the Proposed Buyer than those in the Transfer Notice; (b) the Tag-Along rights under Section 7 are complied with; and (c) the Proposed Buyer executes a joinder agreement agreeing to be bound by this Agreement. If the sale is not completed within such 90-day period, the Offered Shares shall again be subject to the full ROFR process.

7. TAG-ALONG RIGHTS (CO-SALE RIGHTS)

7.1 Triggering Event. If any Shareholder or group of Shareholders (the “Tag-Along Seller”) proposes to Transfer Shares representing [tag-along trigger threshold] or more of the outstanding Shares to any third party in a transaction that is not a Permitted Transfer, and the ROFR periods under Section 6 have expired without full exercise, each other Shareholder (a “Tag-Along Participant”) shall have the right, but not the obligation, to participate in such sale on a Pro Rata basis.

7.2 Tag-Along Notice. The Tag-Along Seller shall deliver written notice (the “Tag-Along Notice”) to all Tag-Along Participants simultaneously with (or promptly after) the Transfer Notice under Section 6.1, stating: (a) the number and class of Shares proposed to be Transferred; (b) the name and address of the proposed purchaser; and (c) the purchase price and all other material terms.

7.3 Exercise. Each Tag-Along Participant shall have [tag-along exercise period] Business Days after receipt of the Tag-Along Notice to notify the Tag-Along Seller of its election to participate. Each Tag-Along Participant may sell up to its Pro Rata Share of the total Shares to be sold. If a Tag-Along Participant elects to participate, the Tag-Along Seller shall reduce the number of Shares it sells proportionally to accommodate all participating Tag-Along Participants.

7.4 Same Terms. All participating Shareholders shall sell their Shares on the same terms and conditions, including the same price per Share, form of consideration, representations, warranties, and indemnification obligations on a Pro Rata basis. If the buyer is unwilling to purchase the Tag-Along Participants' Shares, the Tag-Along Seller must reduce the number of Shares it sells on a Pro Rata basis.

7.5 Failure to Provide Notice. If the Tag-Along Seller fails to give a Tag-Along Notice, no Transfer to a third party may be completed, and any purported Transfer in violation of this Section 7 shall be void and of no effect.

8. DRAG-ALONG RIGHTS

8.1 Triggering Event. If Shareholders holding at least [drag-along trigger threshold] of the outstanding Shares (the “Drag-Along Sellers”) approve a bona fide Sale of the Company to an unaffiliated third party in an arm's-length transaction, the Drag-Along Sellers may require all other Shareholders (the “Dragged Shareholders”) to participate in such Drag-Along Sale on the same terms and conditions.

8.2 Drag-Along Notice. The Drag-Along Sellers shall deliver written notice (the “Drag-Along Notice”) to all Dragged Shareholders at least [drag-along notice period] Business Days before the proposed closing, specifying: (a) the identity of the buyer; (b) the proposed price and terms; (c) the proposed closing date; and (d) a summary of the transaction structure.

8.3 Obligations of Dragged Shareholders. On receipt of a Drag-Along Notice, each Dragged Shareholder shall: (a) vote all of its Shares in favour of the transaction; (b) execute and deliver all documents reasonably necessary to consummate the transaction; (c) take all actions necessary to waive any dissenters' or appraisal rights to the extent permitted by applicable law; and (d) refrain from taking any action to block, delay, or impede the transaction.

8.4 Conditions to Drag-Along. The drag-along right may only be exercised if: (a) each Shareholder receives the same form and price of consideration per Share of the same class, subject to applicable liquidation preferences set out in the Company's Certificate of Incorporation; (b) each Shareholder's liability is limited to its Pro Rata Share of representations, warranties, and indemnification obligations, except that each Shareholder shall be solely liable for its own fraud and title representations; and (c) no Shareholder shall be required to agree to non-compete or non-solicitation obligations unless such Shareholder is an employee or officer of the Company, or receives separate consideration for such obligations.

9. PRE-EMPTIVE RIGHTS

9.1 Grant of Right. Subject to Section 9.2, before the Company issues any new Equity Securities (“New Securities”), the Company shall offer each Shareholder holding at least [pre-emptive rights ownership threshold] of the outstanding Shares (each, a “Participating Shareholder”) the right to purchase up to its Pro Rata Share of such New Securities on the same terms offered to third-party investors.

9.2 Excluded Issuances. The pre-emptive rights in Section 9.1 do not apply to Shares issued: (a) pursuant to a Board-approved employee equity incentive plan (including stock options and RSUs); (b) in connection with a Qualified IPO; (c) as consideration in a bona fide merger, acquisition, or strategic transaction approved by the Board; (d) on conversion of existing convertible notes, SAFEs, or other convertible instruments outstanding on the Effective Date; (e) on exercise of options, warrants, or other rights outstanding on the Effective Date; or (f) to strategic partners, vendors, or customers in commercial arrangements approved by the Board.

9.3 Pre-Emptive Notice. The Company shall deliver written notice (the “Pre-Emptive Notice”) to each Participating Shareholder at least [pre-emptive notice period] Business Days before the proposed issuance, specifying: (a) the type and number of New Securities proposed to be issued; (b) the proposed price per security; (c) the proposed closing date; and (d) all other material terms.

9.4 Exercise Period. Each Participating Shareholder has [pre-emptive exercise period] Business Days from receipt of the Pre-Emptive Notice to elect to exercise its pre-emptive right by delivering written notice to the Company. Failure to respond within such period shall be deemed a waiver with respect to that particular issuance only.

9.5 Over-Allotment. If any Participating Shareholder does not exercise its full pre-emptive right, the remaining unsubscribed New Securities shall be offered to those Participating Shareholders who exercised their rights, on a Pro Rata basis among them, for an additional five Business Days.

10. FOUNDER PROVISIONS

10.1 Founder Vesting. The Shares held by each Founder shall be subject to vesting as follows: (a) Cliff: [founder vesting cliff percentage] of each Founder's Shares vest on the [founder cliff date] anniversary of the Founder's start date (the “Cliff Date”); (b) Monthly Vesting: after the Cliff Date, the remaining Shares vest in equal monthly installments over the following [post-cliff monthly vesting period] months; and (c) Total Vesting Period: [total founder vesting period] years in total.

10.2 Acceleration of Vesting. On a Sale of the Company, vesting shall accelerate as set out in either Option A or Option B below.

Option A — Single-Trigger: Each Founder's unvested Shares shall accelerate and become fully vested immediately prior to the closing of the Sale of the Company.

Option B — Double-Trigger: On a Sale of the Company, [partial acceleration percentage] of each Founder's unvested Shares shall immediately vest. The remaining unvested Shares shall vest in full if, within [double-trigger window] months following the closing of the Sale of the Company, the Founder is terminated without Cause or resigns for Good Reason.

10.3 Definitions for Section 10. “Cause” means: (i) conviction of, or guilty plea to, a felony; (ii) material breach of this Agreement or any other agreement with the Company, not cured within 30 days after written notice; (iii) wilful misconduct or fraud; or (iv) repeated failure to perform material duties after written warning. “Good Reason” means: (i) a material reduction in the Founder's base salary exceeding 10%; (ii) a material diminution in the Founder's title, duties, or responsibilities; (iii) a required relocation of more than 50 miles; or (iv) a material breach by the Company of any agreement with the Founder, not cured within 30 days after written notice.

10.4 Repurchase Right on Departure. If a Founder ceases to be an employee or service provider of the Company for any reason (a “Separation”), the Company shall have the right to repurchase all unvested Shares held by that Founder at the lower of: (a) the original purchase price paid by the Founder; or (b) Fair Market Value (the “Repurchase Right”). The Company must exercise its Repurchase Right by delivering written notice to the departing Founder within 90 days of the Separation date. Closing shall occur within 30 days after the Company's exercise notice.

11. DIVIDENDS AND DISTRIBUTIONS

11.1 Dividend Policy. The Board has full discretion to declare or withhold dividends, subject to: (a) applicable state law requirements, including restrictions on dividends when the Company is insolvent (DGCL Section 170; California Corporations Code Section 500); (b) the terms of any outstanding debt instruments or credit agreements; and (c) any rights of Preferred Shareholders set out in the Company's Certificate of Incorporation.

11.2 Preferred Dividend Rights. Where applicable, Preferred Shareholders shall be entitled to receive dividends at the rate of [preferred dividend rate] per annum on the original issue price of their Preferred Shares, payable [preferred dividend payment terms]. No dividends shall be paid to Common Shareholders until all accrued and unpaid dividends on Preferred Shares have been paid in full.

11.3 Liquidation Waterfall. On any liquidation, dissolution, or winding up of the Company (a “Liquidation Event”), assets shall be distributed in the order of priority set out in either Option A, Option B, or Option C below.

Option A — Non-Participating Preferred: First, to Preferred Shareholders, an amount equal to [liquidation preference multiple]x the original issue price per Preferred Share, plus all accrued and unpaid dividends (the “Liquidation Preference”); second, all remaining assets to Common Shareholders on a Pro Rata basis.

Option B — Participating Preferred: First, to Preferred Shareholders, the Liquidation Preference; second, to Preferred Shareholders and Common Shareholders, Pro Rata based on the number of Shares held on an as-converted basis.

Option C — Capped Participating Preferred: First, to Preferred Shareholders, the Liquidation Preference; second, to Preferred Shareholders and Common Shareholders, Pro Rata based on Shares held on an as-converted basis, provided that no Preferred Shareholder shall receive in total more than [participation cap multiple]x the original issue price per Preferred Share.

12. VALUATION AND BUY-SELL PROVISIONS

12.1 Fair Market Value Determination. When this Agreement requires a determination of Fair Market Value, the following procedure shall apply: (a) Agreed Value: the parties shall first attempt to agree on Fair Market Value within 30 days; (b) Single Appraiser: if the parties cannot agree, they shall jointly appoint an independent, qualified business appraiser within 15 days; if they cannot agree on an appraiser, each party shall appoint its own appraiser within 15 days, and the two appraisers shall jointly select a third neutral appraiser; (c) Appraisal: the appraiser(s) shall determine Fair Market Value within 60 days of appointment using standard valuation methodologies appropriate for the Company's industry; (d) Cost: unless otherwise agreed, the cost of the appraisal shall be shared equally by the buying and selling parties; and (e) Binding Nature: the appraiser's determination shall be final and binding, absent fraud or manifest error.

12.2 Valuation Standards. For purposes of determining Fair Market Value: (a) the appraiser(s) shall determine the fair market value of the Company as a going concern and then allocate that value among outstanding Shares in accordance with their liquidation and other economic preferences; (b) no minority discount or lack-of-marketability discount shall be applied unless the parties otherwise expressly agree in writing; and (c) the appraiser(s) shall consider all relevant factors, including the Company's financial condition, earnings history, growth prospects, industry comparables, and recent arm's-length transactions involving the Company's securities.

12.3 Voluntary Buy-Sell (Shotgun Clause). If the Shareholders are unable to resolve a governance deadlock within 60 days, any Shareholder may trigger this Section by delivering a written notice (a “Buy-Sell Notice”) to all other Shareholders naming a price per Share (the “Stated Price”). On receipt, the receiving Shareholder(s) shall have 30 days to elect either to: (a) Buy — purchase all of the sending Shareholder's Shares at the Stated Price; or (b) Sell — sell all of their own Shares to the sending Shareholder at the Stated Price. If the receiving Shareholder does not respond within 30 days, the sending Shareholder shall have the right to purchase the receiving Shareholder's Shares at the Stated Price. Closing shall occur within 60 days after the applicable election.

13. INTELLECTUAL PROPERTY

13.1 Ownership. Each Shareholder acknowledges and agrees that: (a) all intellectual property created by such Shareholder in connection with the Company's business or using the Company's resources belongs exclusively to the Company; (b) each Shareholder will execute all documents and take all actions necessary to perfect and protect the Company's ownership of such intellectual property; and (c) on request, each Shareholder will disclose to the Company any inventions, developments, or works of authorship that may relate to the Company's business.

13.2 Assignment. Each Founder, officer, and key employee hereby irrevocably assigns to the Company all right, title, and interest in and to any intellectual property created in connection with such person's role at the Company or using Company resources, and agrees to cooperate with the Company in obtaining and enforcing intellectual property protections.

13.3 Prior IP. Any intellectual property created by a Founder before joining the Company and listed on Exhibit F (the “Excluded IP”) is excluded from Section 13.2. Any Founder intellectual property not listed on Exhibit F that relates to the Company's business is deemed to have been assigned to the Company as of the Effective Date.

13.4 California Section 2870 Carve-Out. The IP assignment in Section 13.2 does not apply to the extent prohibited by California Labor Code Section 2870(a). Section 2870(a) excludes from any required assignment any invention developed entirely on the employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, except inventions that either (i) relate at the time of conception or reduction to practice to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the employee for the Company. The Company shall provide each Founder, officer, and employee in California with a written notice of the limitations of the assignment as required by California Labor Code Section 2872, in the form attached as Exhibit G.

13.5 DTSA Immunity Notice. Pursuant to the federal Defend Trade Secrets Act, 18 U.S.C. Section 1833(b), each Founder, officer, employee, and contractor party to this Agreement is hereby notified that:

(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

14. REPRESENTATIONS AND WARRANTIES

14.1 Shareholder Representations. Each Shareholder, severally (not jointly) and only as to itself, represents and warrants to the Company and each other Shareholder that: (a) it has the legal capacity or corporate authority to enter into this Agreement and perform its obligations; (b) this Agreement does not violate any law, court order, or other agreement to which the Shareholder is a party; (c) it owns the Shares listed opposite its name on Exhibit A or Exhibit B, free and clear of all liens, pledges, and encumbrances, other than those created by this Agreement; (d) it acquired its Shares in a transaction exempt from registration under applicable federal and state securities laws; (e) if required by applicable securities laws, it is an 'accredited investor' as defined under Rule 501 of Regulation D under the Securities Act; and (f) it understands that there is currently no public market for the Company's Shares and that it may not be able to liquidate its investment.

14.2 Company Representations. The Company represents and warrants to each Shareholder that: (a) it is duly incorporated, validly existing, and in good standing under the laws of its state of incorporation; (b) it has the corporate power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable-principles limitations.

15. INDEMNIFICATION

15.1 Company Indemnification of Directors and Officers. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each director and officer against any losses, claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising out of or in connection with their service to the Company, provided that such person acted in good faith and in a manner they reasonably believed to be in the best interests of the Company.

15.2 Advancement of Expenses. The Company shall advance expenses incurred by a director or officer in defending any proceeding, on receipt of a written undertaking by such person to repay the advance if it is ultimately determined that they are not entitled to indemnification.

15.3 Shareholder Indemnification. No Shareholder shall have any liability to any other Shareholder or to the Company for any action taken in good faith in reliance on this Agreement, unless such action constitutes gross negligence, wilful misconduct, or fraud.

16. RESTRICTIVE COVENANTS

16.1 Confidentiality. Each Shareholder agrees to maintain in strict confidence and not to disclose to any third party any Confidential Information of the Company. “Confidential Information” means all non-public information about the Company's business, operations, finances, products, services, customers, suppliers, employees, and strategies, including information disclosed pursuant to this Agreement. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the Shareholder; (b) was known to the Shareholder prior to disclosure by the Company; (c) is independently developed by the Shareholder without use of Confidential Information; or (d) is disclosed pursuant to legal process, provided the Shareholder gives the Company prompt notice and cooperates in seeking protective treatment. This confidentiality obligation shall survive termination of this Agreement for [confidentiality survival period] years.

16.2 Non-Competition. The applicability and enforceability of any non-competition obligation depends on the law of the state where the Shareholder is located. Use either Option A, Option B, or Option C below.

Option A — States Permitting Non-Competes: Each Shareholder who is a Founder or employee agrees that, during such Shareholder's employment with the Company and for [non-compete duration] year(s) thereafter, such Shareholder shall not directly or indirectly engage in, own, manage, operate, control, or participate in any business that competes with the Company within [non-compete geographic area].

Option B — California, Minnesota, and Other Non-Compete-Unfriendly Jurisdictions: During the term of this Agreement and following any termination, each Shareholder agrees not to use the Company's trade secrets, Confidential Information, or other proprietary information to compete with the Company. This Section shall be construed as the broadest restriction permitted by applicable state law, and shall not impose any restriction on the right to engage in a lawful profession, trade, or business in violation of California Business and Professions Code Section 16600, Minnesota Statutes Section 181.988, or any equivalent state statute.

Option C — Massachusetts: For [non-compete period (maximum 1 year)] after the Founder or employee Shareholder leaves the Company, that Shareholder will not directly compete with the Company in [non-compete scope and territory]. The Shareholder acknowledges and agrees that:

(a) the Shareholder has the right to consult with counsel prior to signing this Agreement;

(b) this Agreement was provided to the Shareholder either at the time of the formal offer of engagement or at least 10 business days before the Agreement takes effect (whichever occurred earlier);

(c) the Company will provide, on a pro-rata basis during the entirety of the restricted period, garden leave pay of at least 50 percent of the Shareholder's highest annualized base salary paid by the Company within the 2 years immediately preceding the Shareholder's departure, OR the following mutually agreed alternative consideration: [describe alternative consideration]; and

(d) this restriction is no broader than necessary to protect the Company's legitimate business interests in its trade secrets (within the meaning of M.G.L. c. 93L Section 1), other confidential information, and goodwill.

This restriction is intended to comply with Massachusetts General Laws c. 149, Section 24L. If any element of this restriction fails to comply with Section 24L, that element shall be modified to the minimum extent necessary to make it compliant and enforceable.

16.3 Non-Solicitation. Each Shareholder agrees that, during the term of this Agreement and for [non-solicitation duration] year(s) following the Transfer of all of such Shareholder's Shares, such Shareholder shall not directly or indirectly: (a) solicit, recruit, or hire any employee or independent contractor of the Company; or (b) solicit, divert, or attempt to divert any customer, client, or prospective customer of the Company with whom such Shareholder had material contact during the prior 12 months.

16.4 Non-Disparagement. Each Shareholder agrees not to make any false or disparaging statements about the Company, its products or services, or its officers, directors, or Shareholders, during or after such Shareholder's relationship with the Company.

17. REGISTRATION RIGHTS AND EXIT

17.1 Demand Registration Rights. Shareholders holding at least [demand registration threshold] of outstanding Shares (on an as-converted basis) may, beginning 180 days after a Qualified IPO, make a written demand that the Company register their Shares under the Securities Act for sale to the public. The Company shall use commercially reasonable efforts to effect such registration within 90 days.

17.2 Piggyback Registration Rights. If the Company proposes to register any of its securities under the Securities Act (other than pursuant to a demand registration or in connection with an employee benefit plan), each Shareholder shall have the right to include its Shares in such registration, subject to standard underwriter cutback provisions.

17.3 Form S-3 Rights. Once the Company is eligible to use Form S-3, Shareholders may request registration on Form S-3, subject to a minimum offering size of [s-3 minimum offering size].

17.4 Registration Expenses. The Company shall bear all registration expenses (including legal fees, accounting fees, and filing fees), except for underwriting discounts and selling commissions attributable to the selling Shareholders' Shares.

17.5 IPO Lock-Up. Each Shareholder agrees, if requested by the Company's underwriters, not to Transfer any Shares for up to 180 days following the Company's Qualified IPO (the “IPO Lock-Up”).

17.6 Covenant to Pursue Liquidity. The Company shall use commercially reasonable efforts to pursue a Qualified IPO, Sale of the Company, or other liquidity event on or before the [liquidity covenant deadline] anniversary of the Effective Date. This provision does not create an obligation to complete any transaction on terms not acceptable to the Board and the Drag-Along Sellers.

18. DEADLOCK RESOLUTION

18.1 Deadlock Defined. A “Deadlock” occurs when the Board or the Shareholders are unable to reach a decision on a Reserved Matter after two duly convened meetings at which such matter was on the agenda, and such inability continues for 60 days. On a Deadlock, the parties shall promptly refer the matter to the Chief Executive Officer and, if applicable, the most senior representative of each Shareholder group, who shall attempt to resolve the matter in good faith within 30 days.

18.2 Mediation and Buy-Sell. If the matter is not resolved through that escalation within 30 days, either party may refer it to non-binding mediation administered by [mediation administrator] in [mediation city and state]. If mediation does not resolve the Deadlock within 60 days of commencement, any party may trigger the voluntary buy-sell process in Section 12.3.

19. DISPUTE RESOLUTION

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [governing state], without regard to its conflict-of-laws principles.

19.2 Negotiation. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. Any party may initiate negotiation by delivering written notice to the other parties describing the dispute.

19.3 Mediation. If the dispute is not resolved within 30 days after delivery of the negotiation notice, any party may submit the dispute to non-binding mediation administered by [mediation administrator] in [mediation city and state]. The costs of mediation shall be shared equally by the parties.

19.4 Final Resolution. If the dispute is not resolved through mediation, the parties shall resolve it as set out in either Option A or Option B below.

Option A — Binding Arbitration: Any unresolved dispute shall be finally determined by binding arbitration administered by [arbitration administrator] under its [arbitration rules]. The arbitration shall be conducted by [number of arbitrators] arbitrator(s) in [arbitration city and state]. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. Section 2.

Option B — Litigation: Any unresolved dispute shall be resolved in the state and federal courts located in [litigation city and state]. Each party irrevocably submits to the exclusive jurisdiction of those courts and waives any objection based on improper venue or inconvenient forum.

19.5 Sexual Harassment and Assault Carve-Out. Notwithstanding any other provision of this Agreement, no predispute arbitration agreement and no predispute joint-action waiver in this Agreement is valid or enforceable with respect to a case filed under federal, tribal, or state law relating to a sexual assault dispute or a sexual harassment dispute, at the election of the person alleging the conduct. Whether this Section applies shall be determined by a court rather than by an arbitrator. This Section is included to comply with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, 9 U.S.C. Section 402.

19.6 Injunctive Relief. Notwithstanding the foregoing, any party may seek temporary restraining orders, preliminary injunctions, or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of any dispute, without waiving its right to arbitrate the underlying dispute.

19.7 Attorneys' Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

20. TERMINATION

20.1 Termination Events. This Agreement shall terminate on the earliest of: (a) a Qualified IPO; (b) the closing of a Drag-Along Sale in which all Shares are sold; (c) the dissolution, liquidation, or winding up of the Company; (d) the written agreement of Shareholders holding at least [termination consent threshold] of the outstanding Shares to terminate this Agreement; or (e) the date on which only one Shareholder remains.

20.2 Effect of Termination. On termination, all rights and obligations under this Agreement shall cease, except for: (a) obligations that by their terms survive termination; (b) liabilities arising from breaches prior to termination; and (c) the provisions of Section 13.5 (DTSA Notice), Section 15 (Indemnification), Section 16 (Restrictive Covenants), Section 19 (Dispute Resolution), and the confidentiality obligations in Section 4.3. The Company shall remove from its stock certificates or book-entry notations any legends referring to this Agreement.

20.3 Termination as to Individual Shareholders. This Agreement shall terminate as to any Shareholder who Transfers all of such Shareholder's Shares in compliance with this Agreement, but shall continue in full force and effect as to all remaining Shareholders.

21. GENERAL PROVISIONS

21.1 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email with written confirmation of receipt; (c) one Business Day after deposit with a nationally recognized overnight courier; or (d) three Business Days after deposit in certified United States mail, return receipt requested; in each case addressed to the parties at the addresses set out on Exhibit A and Exhibit B, or such other address as a party may designate in writing.

21.2 Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

21.3 Amendment and Waiver. This Agreement may be amended or any provision waived only by a written instrument signed by [amendment approval threshold]. Notwithstanding the foregoing, any amendment that disproportionately and adversely affects the rights of any individual Shareholder or class of Shareholders shall also require the written consent of that Shareholder or a majority of that class. No failure to exercise or delay in exercising any right shall operate as a waiver.

21.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed. The remaining provisions shall continue in full force and effect.

21.5 Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

21.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and shall not confer any rights or remedies on any other person.

21.7 Counterparts and Electronic Signatures. 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. Electronic signatures (including PDF, DocuSign, or similar platforms) are deemed valid and binding under the federal E-SIGN Act, 15 U.S.C. Section 7001, and the Uniform Electronic Transactions Act as adopted in the governing state.

21.8 Specific Performance. The parties acknowledge that monetary damages would be an inadequate remedy for breach of certain provisions of this Agreement (including Sections 5 through 9, 13, and 16), and that the non-breaching party shall be entitled to specific performance and injunctive relief, in addition to any other remedies available at law or in equity.

21.9 Stock Splits and Recapitalizations. All references to numbers of Shares and prices per Share in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend, combination, recapitalization, or similar event.

21.10 Spousal Consent. Each Shareholder who is a married individual shall cause his or her spouse to execute the Spousal Consent attached as Exhibit E.

21.11 Securities Law Representations. Each Shareholder represents and warrants that such Shareholder is acquiring Shares for investment purposes and not with a view to distribution in violation of applicable securities laws. Each Shareholder acknowledges that the Shares have not been registered under the Securities Act and may not be sold or Transferred except in compliance with applicable securities laws.

21.12 Legal Counsel. Each Shareholder acknowledges that it has had the opportunity to consult with independent legal counsel of its choosing before signing this Agreement. The Company's legal counsel represents only the Company and does not represent any individual Shareholder.

21.13 Interpretation. (a) The headings in this Agreement are for reference only and shall not affect interpretation. (b) 'Including' means 'including without limitation.' (c) References to 'Sections' refer to sections of this Agreement. (d) References to 'days' mean calendar days unless 'Business Days' is specified. (e) This Agreement shall not be construed against any party as the drafter.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Shareholders Agreement as of the Effective Date.

THE COMPANY

Signature:

Printed Name:

Title:

Date:

Address:

Email:

COMMON SHAREHOLDER

Signature:

Printed Name:

Title:

Date:

Address:

Email:

PREFERRED SHAREHOLDER

Signature:

Printed Name:

Title:

Date:

Address:

Email:

Exhibit A. COMMON SHAREHOLDERS AND SHARE OWNERSHIP

Shareholder Full Legal Name: [common shareholder name]

Address: [common shareholder address]

Number of Common Shares: [common shareholder share count]

Percentage Ownership: [common shareholder ownership percentage]

Designation: [common shareholder designation (founder / employee / investor / other)]

Exhibit B. PREFERRED SHAREHOLDERS AND SHARE OWNERSHIP

Shareholder Full Legal Name: [preferred shareholder name]

Address: [preferred shareholder address]

Number of Preferred Shares: [preferred shareholder share count]

Series: [preferred stock series]

Original Issue Price per Share: [preferred stock original issue price]

Percentage Ownership: [preferred shareholder ownership percentage]

Exhibit C. KEY COMMERCIAL TERMS

Effective Date: [effective date]

Company Full Legal Name: [company full legal name]

State of Incorporation: [state of incorporation]

Governing State (Law): [governing state]

Governing State City: [governing state city]

Founders (named): [founder names]

Initial Officers: [initial officer names and titles]

Number of Authorized Common Shares: [number of authorized common shares]

Common Stock Par Value: [common stock par value]

Number of Authorized Preferred Shares: [number of authorized preferred shares]

Preferred Stock Par Value: [preferred stock par value]

Number of Series A Shares: [number of series a shares]

Preferred Series Designation: [preferred series designation]

Consent Threshold for New Issuances: [consent threshold for new issuances]

Number of Directors: [number of directors]

Number of Founder Directors: [number of founder directors]

Number of Preferred Directors: [number of preferred directors]

Number of Independent Directors: [number of independent directors]

Board Meeting Frequency: [board meeting frequency]

Special Meeting Notice Period (Business Days): [special meeting notice period]

Observer Rights Ownership Threshold: [observer rights ownership threshold]

Special Shareholder Meeting Threshold: [special shareholder meeting threshold]

Shareholder Meeting Notice Days: [shareholder meeting notice days]

Board Capex Approval Threshold: [board capex approval threshold]

Board Debt Approval Threshold: [board debt approval threshold]

Board Contract Approval Threshold: [board contract approval threshold]

Board Litigation Approval Threshold: [board litigation approval threshold]

Reserved Matter Approval Threshold: [reserved matter approval threshold]

Shareholder Debt Approval Threshold: [shareholder debt approval threshold]

Supermajority Percentage: [supermajority percentage]

Information Rights Ownership Threshold: [information rights ownership threshold]

Annual Financial Statement Delivery Period (days): [annual financial statement delivery period]

Inspection Rights Ownership Threshold: [inspection rights ownership threshold]

Lock-Up Period Duration (months): [lock-up period duration]

Permitted Transfer Consent Threshold: [permitted transfer consent threshold]

Company ROFR Exercise Period (Business Days): [company rofr exercise period]

Shareholder ROFR Exercise Period (Business Days): [shareholder rofr exercise period]

Tag-Along Trigger Threshold: [tag-along trigger threshold]

Tag-Along Exercise Period (Business Days): [tag-along exercise period]

Drag-Along Trigger Threshold: [drag-along trigger threshold]

Drag-Along Notice Period (Business Days): [drag-along notice period]

Pre-Emptive Rights Ownership Threshold: [pre-emptive rights ownership threshold]

Pre-Emptive Notice Period (Business Days): [pre-emptive notice period]

Pre-Emptive Exercise Period (Business Days): [pre-emptive exercise period]

Founder Vesting Cliff Percentage: [founder vesting cliff percentage]

Founder Cliff Date (anniversary): [founder cliff date]

Post-Cliff Monthly Vesting Period (months): [post-cliff monthly vesting period]

Total Founder Vesting Period (years): [total founder vesting period]

Acceleration Trigger (Section 10.2): [acceleration trigger (single-trigger option a or double-trigger option b)]

Partial Acceleration Percentage (Option B): [partial acceleration percentage]

Double-Trigger Window (months): [double-trigger window]

Preferred Dividend Rate: [preferred dividend rate]

Preferred Dividend Payment Terms: [preferred dividend payment terms]

Liquidation Preference Multiple: [liquidation preference multiple]

Preferred Participation Structure (Section 11.3): [preferred participation structure (option a, b, or c)]

Participation Cap Multiple (Option C): [participation cap multiple]

Qualified IPO Threshold: [qualified ipo threshold]

Demand Registration Threshold: [demand registration threshold]

S-3 Minimum Offering Size: [s-3 minimum offering size]

Liquidity Covenant Deadline (anniversary): [liquidity covenant deadline]

Confidentiality Survival Period (years): [confidentiality survival period]

Non-Compete Option Selected (Section 16.2): [non-compete option (a, b, or c)]

Non-Compete Duration (years) — Option A: [non-compete duration]

Non-Compete Geographic Area — Option A: [non-compete geographic area]

Non-Compete Period (Massachusetts, max 1 year) — Option C: [non-compete period (maximum 1 year)]

Non-Compete Scope and Territory — Option C: [non-compete scope and territory]

Alternative Consideration (Massachusetts) — Option C: [describe alternative consideration]

Non-Solicitation Duration (years): [non-solicitation duration]

Dispute Resolution Method (Section 19.4): [dispute resolution method (option a arbitration or option b litigation)]

Mediation Administrator: [mediation administrator]

Mediation City and State: [mediation city and state]

Arbitration Administrator: [arbitration administrator]

Arbitration Rules: [arbitration rules]

Number of Arbitrators: [number of arbitrators]

Arbitration City and State: [arbitration city and state]

Litigation City and State: [litigation city and state]

Termination Consent Threshold: [termination consent threshold]

Amendment Approval Threshold: [amendment approval threshold]

Exhibit D. FORM OF JOINDER AGREEMENT

JOINDER TO SHAREHOLDERS AGREEMENT

The undersigned hereby agrees, effective as of the date set out below, to become a party to the Shareholders Agreement dated [agreement effective date] (the “Agreement”) among [company full legal name] and the Shareholders named therein, and to be bound by all terms and conditions of the Agreement as if the undersigned were an original signatory thereto. The undersigned represents and warrants that the undersigned has received and reviewed a copy of the Agreement.

JOINING SHAREHOLDER

Signature:

Printed Name:

Title:

Date:

Address:

Email:

Number of Shares Acquired: [joining shareholder share count]

Exhibit E. FORM OF SPOUSAL CONSENT

SPOUSAL CONSENT

I, [spouse full name], the spouse of [shareholder full name], acknowledge that I have read and understand the Shareholders Agreement of [company full legal name] dated [agreement effective date]. I understand that my spouse's Shares in the Company may constitute community property or marital property. I hereby agree to be bound by the Agreement with respect to any interest I may have in such Shares, including the restrictions on Transfer, drag-along rights, tag-along rights, and all other provisions set out therein. I agree that I will not take any action to frustrate or interfere with the terms of the Agreement. I acknowledge that I have had the opportunity to seek independent legal counsel regarding this consent.

SPOUSE

Signature:

Printed Name:

Title:

Date:

Address:

Email:

Exhibit F. FOUNDER PRIOR INTELLECTUAL PROPERTY

Founder Name: [founder full name]

Description of Excluded IP: [description of founder prior intellectual property]

Date Created or Filed: [ip creation or filing date]

Relationship to Company Business: [brief statement of why ip is excluded]

Exhibit G. NOTICE TO FOUNDERS AND EMPLOYEES PURSUANT TO CALIFORNIA LABOR CODE SECTION 2872

This notice is provided to you pursuant to California Labor Code Section 2872. You are notified that Section 13 of the Shareholders Agreement (the “IP Assignment”) does not apply to any invention that qualifies fully under the provisions of California Labor Code Section 2870(a). Section 2870(a) provides:

Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.

By signing below, you acknowledge receipt of this notice.

FOUNDER OR EMPLOYEE

Signature:

Printed Name:

Title:

Date:

Address:

Email: