This Shareholder Agreement (also known as a Buyout Agreement) is between a corporation and its shareholders who desire that all stock remain closely held. This agreement sets out the specific purchase obligations upon the death of a shareholder, including the maximum number the corporation and other shareholders may purchase, and options to purchase upon voluntary and involuntary transfers. This agreement is accompanied by an exhibit that includes a process to determine the purchase price, how this price will be paid and when the transaction will close.

This Shareholder Agreement (Buyout Agreement) includes:

• Parties: Identifies the corporation and its shareholders;
• Shares: Sets forth the names of all shareholders and the number of shares owned;
• Obligations Upon Death: Sets forth the purchase obligations upon the death of a shareholder, number of shares the corporation may purchase and options when shares are purchased according to voluntary transfer;
• Purchase Price: Sets forth the exact purchase price of the shares in an exhibit to this agreement;
• Closing: Sets forth the date of closing and that the parties shall deliver all documents necessary to close this transaction;
• Termination: Specifies the events under which this agreement can be terminated, including bankruptcy or dissolution of the corporation;
• Signatures: Representatives of the corporation, its secretary and each shareholder must sign this agreement.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Shareholder Agreement (Buyout Agreement)

State Law Compliance: This form complies with the laws of all states