STOCKHOLDERS' BUY-SELL AGREEMENT

[CORPORATION NAME], INC.

This Stockholders' Buy-Sell Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among:

CORPORATION:
[CORPORATION NAME], Inc., a [STATE] corporation (the "Corporation")

STOCKHOLDERS:
The undersigned stockholders of the Corporation (each a "Stockholder" and collectively, the "Stockholders")

RECITALS

A. The Corporation is a [STATE] corporation engaged in [DESCRIBE BUSINESS].

B. The Stockholders hold shares of the Corporation's capital stock as set forth on Schedule A.

C. The Stockholders desire to provide for the orderly disposition of their shares upon certain triggering events, to ensure continuity of the Corporation's business, and to establish a mechanism for determining the purchase price of shares.

D. This Agreement is intended to be binding on the Corporation and all Stockholders.

[// GUIDANCE (Delaware): 8 Del. C. Section 202 authorizes restrictions on transfer of stock by agreement. Such restrictions must be noted conspicuously on the stock certificate.]

[// GUIDANCE (Tax): Consider whether a redemption structure (Corporation purchases) or cross-purchase structure (Stockholders purchase) is more tax-advantageous. Redemptions by C corporations may be treated as dividends under IRC Section 302. Consult a tax advisor.]

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 "Appraised Value" means the fair market value of a Stockholder's Shares as determined pursuant to Section 4.3.

1.2 "Closing" means the closing of a purchase and sale of Shares under this Agreement.

1.3 "Disability" means a Stockholder's inability to perform duties to the Corporation for [180] consecutive days due to physical or mental incapacity, as certified by a licensed physician.

1.4 "Fair Market Value" means the price at which Shares would change hands between a willing buyer and a willing seller, neither under compulsion and both having reasonable knowledge of relevant facts.

1.5 "Lifetime Transfer" means any voluntary transfer of Shares other than a Permitted Transfer.

1.6 "Permitted Transfer" means a transfer (a) to a Stockholder's spouse, children, or grandchildren; (b) to a trust for the benefit of a Stockholder or Stockholder's family; (c) to an entity wholly owned by the Stockholder; (d) to another Stockholder; or (e) as otherwise permitted under this Agreement without triggering purchase rights.

1.7 "Purchase Price" means the price determined in accordance with Article 4.

1.8 "Purchasing Party" means the Corporation and/or other Stockholders exercising purchase rights under this Agreement.

1.9 "Shares" means all shares of capital stock of the Corporation owned by a Stockholder, including Common Stock and any Preferred Stock.

1.10 "Triggering Event" means any event described in Article 2.

ARTICLE 2 - TRIGGERING EVENTS

The following events shall trigger the purchase obligations and rights set forth in Article 3:

2.1 Death

Upon the death of a Stockholder (the "Deceased Stockholder"), the Deceased Stockholder's estate, heirs, or beneficiaries (collectively, the "Estate") shall sell, and the Purchasing Party shall purchase, the Deceased Stockholder's Shares.

2.2 Disability

Upon a determination of Disability of a Stockholder (the "Disabled Stockholder"), the Corporation and/or other Stockholders shall have the option to purchase the Disabled Stockholder's Shares.

2.3 Voluntary Termination of Employment

If a Stockholder who is also an employee voluntarily terminates employment (the "Departing Stockholder"), the Corporation and/or other Stockholders shall have the option to purchase the Departing Stockholder's Shares.

2.4 Involuntary Termination Without Cause

If a Stockholder's employment is involuntarily terminated without Cause, the Stockholder shall have the right to require the Corporation to purchase such Stockholder's Shares (a "Put Right").

2.5 Termination for Cause

If a Stockholder's employment is terminated for Cause, the Corporation shall have the right to purchase such Stockholder's Shares at a discount as provided herein.

"Cause" means: (a) conviction of a felony; (b) fraud, embezzlement, or material dishonesty; (c) willful misconduct causing material harm to the Corporation; (d) material breach of fiduciary duties; or (e) [OTHER].

2.6 Bankruptcy or Insolvency

If a Stockholder (a) files for bankruptcy, (b) has a bankruptcy petition filed against such Stockholder that is not dismissed within [60] days, (c) makes an assignment for the benefit of creditors, or (d) has Shares attached or levied upon, the Corporation and/or other Stockholders shall have the option to purchase such Shares.

2.7 Divorce

If a Stockholder's Shares become subject to division in a divorce proceeding, the Corporation and/or other Stockholders shall have the option to purchase such Shares to prevent transfer to a non-Stockholder spouse.

2.8 Lifetime Transfer (Voluntary Sale)

If a Stockholder desires to sell or transfer Shares to a third party (other than a Permitted Transfer), the provisions of Section 3.7 (Right of First Refusal) shall apply.

2.9 Deadlock

If the Board of Directors or Stockholders are unable to resolve a material dispute for [60] days, any Stockholder may invoke the deadlock provisions of Section 3.8.

ARTICLE 3 - PURCHASE RIGHTS AND OBLIGATIONS

3.1 Purchase Structure

☐ Entity-Purchase (Redemption): The Corporation shall have the primary obligation to purchase Shares pursuant to this Agreement (subject to legal restrictions on redemptions).

☐ Cross-Purchase: The other Stockholders shall have the primary obligation to purchase Shares pro rata (or as otherwise agreed).

☐ Hybrid: The Corporation shall have the first option; if the Corporation declines or cannot legally redeem, the other Stockholders shall have a secondary option.

[// GUIDANCE (Delaware): 8 Del. C. Section 160 restricts redemptions to the extent of surplus or, if no surplus, net profits for the current and preceding fiscal year. Redemptions cannot impair capital.]

[// GUIDANCE (MBCA): MBCA Section 6.40 restricts distributions (including redemptions) that would render the corporation unable to pay debts or that would leave assets less than liabilities plus liquidation preferences.]

3.2 Purchase Upon Death (Mandatory)

a. Obligation to Sell: Upon death, the Estate shall be obligated to sell, and the Purchasing Party shall be obligated to purchase, all Shares at the Purchase Price.

b. Notice: The Estate shall notify the Corporation within [30] days after death.

c. Corporation's Primary Option: The Corporation shall have [60] days to elect to purchase (subject to legal restrictions).

d. Stockholders' Secondary Option: If the Corporation does not purchase, the other Stockholders shall have [30] additional days to elect to purchase pro rata.

e. Closing: Closing shall occur within [90] days after death (or as soon as the Purchase Price is determined).

3.3 Purchase Upon Disability (Optional)

a. Option: Upon Disability, the Corporation and/or other Stockholders may elect to purchase within [90] days.

b. Put Right: If no election is made, the Disabled Stockholder may require the Corporation to purchase the Shares within [ONE YEAR].

3.4 Purchase Upon Employment Termination

a. Voluntary Termination: The Corporation shall have [90] days to elect to purchase.

b. Termination Without Cause: The terminated Stockholder shall have a Put Right exercisable within [90] days.

c. Termination for Cause: The Corporation shall have a Call Right at the Purchase Price less a [__]% discount.

3.5 Purchase Upon Bankruptcy/Divorce

a. Option: The Corporation and/or other Stockholders shall have [30] days from notice to elect to purchase.

b. Priority: To prevent transfer to third parties, the election period shall be expedited as necessary.

3.6 Failure to Exercise

If no party elects to purchase following a Triggering Event (other than death), the holder of Shares shall remain a Stockholder but:

☐ Shall retain all rights as a Stockholder; or

☐ Shall have voting rights suspended; or

☐ Shall be treated as a non-voting stockholder.

3.7 Right of First Refusal (ROFR) - Lifetime Transfers

a. Offer Notice: Before any Lifetime Transfer, the Selling Stockholder shall deliver an Offer Notice to the Corporation and other Stockholders specifying:
- The proposed transferee
- The number of shares to be sold
- The purchase price and payment terms
- All other material terms

b. Corporation's First Option: The Corporation shall have [30] days to elect to purchase all (not less than all) on the same terms.

c. Stockholders' Second Option: If the Corporation declines, the other Stockholders shall have [30] additional days to elect to purchase pro rata.

d. Third-Party Sale: If the ROFR is not fully exercised, the sale may proceed to the proposed transferee on terms no more favorable than those in the Offer Notice, within [90] days.

e. Tag-Along Rights: If Stockholders holding [50]% or more of the Shares propose to sell, each other Stockholder shall have the right to participate pro rata on the same terms.

f. Drag-Along Rights: If Stockholders holding [75]% or more of the Shares approve a sale of the Corporation or all Shares to a third party, such Stockholders may require all other Stockholders to sell on the same terms.

3.8 Deadlock - Shotgun Provision

a. Invocation: If a material deadlock persists for [60] days, any Stockholder (the "Initiating Stockholder") may deliver a Shotgun Notice specifying a price per share at which the Initiating Stockholder offers to purchase all of the other Stockholders' Shares.

b. Response: Within [30] days, the other Stockholders must either:
- Sell: Accept the offer and sell their Shares; or
- Buy: Elect to purchase the Initiating Stockholder's Shares at the same price per share.

c. Default: Failure to respond is deemed an election to sell.

d. Closing: Within [60] days of the response deadline.

ARTICLE 4 - PURCHASE PRICE

4.1 Agreed Value Method (Primary)

a. Annual Valuation: The parties shall establish an Agreed Value by written agreement annually, no later than [DATE].

b. Schedule B: The current Agreed Value is set forth on Schedule B.

c. Stale Value: If not updated within [18] months, valuation shall be by appraisal.

4.2 Formula Method (Alternative)

☐ Purchase Price = [Stockholder's Percentage] x [Corporation Value]

Where Corporation Value equals:

☐ Book Value
☐ [___] x Average Net Income (prior [3] years)
☐ [___] x Average EBITDA (prior [3] years)
☐ [___] x Average Revenue (prior [3] years)
☐ Other: [DESCRIBE]

4.3 Appraisal Method

If valuation cannot be determined by Agreed Value or Formula:

a. Single Appraiser: Parties shall attempt to agree on one appraiser.

b. Three-Appraiser Method: If unable to agree:
- Each party selects one appraiser within [15] days;
- The two appraisers select a third within [15] days;
- Purchase Price = average of two closest valuations.

c. Standards: Fair Market Value as of the Triggering Event date, considering assets, earnings, comparable transactions, and appropriate discounts.

4.4 Adjustments

☐ Cause Discount: [__]% discount for termination for Cause.

☐ No Discount for Death: No minority or marketability discounts upon death.

ARTICLE 5 - PAYMENT TERMS

5.1 Full Payment

☐ The Purchase Price shall be paid in full at Closing.

5.2 Installment Payments

☐ The Purchasing Party may elect:

a. Down Payment: [__]% at Closing.

b. Balance: [__]% in [NUMBER] equal installments.

c. Interest: [__]% per annum on unpaid balance.

d. Note: Balance evidenced by promissory note (Exhibit A).

e. Security: Note secured by [purchased Shares / other / unsecured].

5.3 Insurance Proceeds

If life insurance is maintained, insurance proceeds shall be applied to the Purchase Price at Closing.

ARTICLE 6 - CLOSING

6.1 Time

Closing within [90] days after Purchase Price determination.

6.2 Deliveries by Seller

a. Stock certificates endorsed for transfer
b. Stock powers
c. Resignation from director/officer positions (if applicable)
d. Release (if applicable)

6.3 Deliveries by Purchaser

a. Purchase Price (or down payment)
b. Promissory note (if applicable)

6.4 Corporation Obligations

a. Update stock ledger
b. Issue new certificates (if applicable)
c. Cancel transferred certificates

ARTICLE 7 - LIFE INSURANCE FUNDING

7.1 Insurance Requirement

☐ Cross-Purchase: Each Stockholder shall maintain life insurance on each other Stockholder.

☐ Entity-Purchase: The Corporation shall maintain life insurance on each Stockholder.

☐ No Requirement: No insurance required.

7.2 Policy Amounts

Insurance shall equal at least [100]% of each Stockholder's Share value as determined annually.

7.3 Premium Payments

☐ Each policy owner pays own premiums.
☐ Corporation pays all premiums.

7.4 Evidence

Annual proof of coverage required.

ARTICLE 8 - TRANSFER RESTRICTIONS

8.1 General Restriction

No Stockholder may transfer Shares except:
a. Pursuant to this Agreement;
b. As a Permitted Transfer; or
c. With written consent of [all Stockholders / Stockholders holding [__]%].

8.2 Legend

Stock certificates shall bear a legend referencing this Agreement and transfer restrictions.

8.3 Void Transfers

Transfers violating this Agreement are void.

ARTICLE 9 - GENERAL PROVISIONS

9.1 Governing Law

Laws of the State of [STATE].

9.2 Dispute Resolution

☐ Courts of [STATE/COUNTY].
☐ Binding arbitration under [AAA / JAMS] rules in [LOCATION].

9.3 Notices

In writing to addresses on Schedule A.

9.4 Amendments

Written instrument signed by Corporation and all Stockholders.

9.5 Entire Agreement

This Agreement constitutes the entire agreement regarding its subject matter.

9.6 Severability

Invalid provisions modified; remaining provisions effective.

9.7 Counterparts

May be executed in counterparts.

9.8 Binding Effect

Binds and benefits parties and their heirs, estates, successors, and permitted assigns.

9.9 Term

Remains in effect until:
a. Terminated by unanimous consent;
b. Corporation dissolved; or
c. Only one Stockholder remains.

9.10 Spousal Consent

Each Stockholder shall obtain spousal consent if required under community property law. See Schedule C.

EXECUTION

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

CORPORATION:

[CORPORATION NAME], Inc.

By: ___________________________________
Name:
Title: [President / CEO / Authorized Officer]
Date: _________________________________

STOCKHOLDERS:

SCHEDULE A - STOCKHOLDERS AND SHARES

SCHEDULE B - AGREED VALUE

As of: [DATE]

Corporation Value: $[AMOUNT]

Signatures acknowledging Agreed Value:

SCHEDULE C - SPOUSAL CONSENT

I, [SPOUSE NAME], spouse of [STOCKHOLDER NAME], acknowledge that I have read and understand this Buy-Sell Agreement. I consent to its terms and agree that any community property interest I may have in the Shares shall be subject to this Agreement.

_________________________________________
[SPOUSE NAME]
Date: _________________________________

EXHIBIT A - FORM OF PROMISSORY NOTE

[See separate promissory note template]

[END OF DOCUMENT]