Shareholder Agreement - Alaska

SHAREHOLDER AGREEMENT

(State of Alaska)

TABLE OF CONTENTS

1. Definitions
2. Shares Subject to Agreement
3. Transfer Restrictions
4. Right of First Refusal
5. Right of First Offer and Tag-Along Rights
6. Drag-Along Rights
7. Buy-Sell Provisions
8. Voting Agreement and Board Composition
9. Dividends and Distributions
10. Non-Competition and Non-Solicitation
11. Books, Records, and Information Rights
12. Dispute Resolution
13. General Provisions
14. Execution

RECITALS

SHAREHOLDER AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and among:

COMPANY:
[________________________________], a corporation organized under the laws of the State of Alaska (the "Company")

SHAREHOLDERS:
The Persons listed on Schedule A attached hereto (each, a "Shareholder" and collectively, the "Shareholders")

(The Company and the Shareholders are each referred to herein as a "Party" and collectively as the "Parties.")

WHEREAS, the Company is a corporation duly organized and existing under the Alaska Corporations Code (AS 10.06);

WHEREAS, the Shareholders are the holders of all of the issued and outstanding shares of capital stock of the Company as set forth on Schedule A;

WHEREAS, the Parties desire to set forth their agreements with respect to the governance of the Company, the transfer of shares, and certain other matters relating to their rights and obligations as shareholders;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "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.

(b) "Alaska Corporations Code" means Alaska Statutes Title 10, Chapter 06 (AS 10.06), as amended.

(c) "Board" or "Board of Directors" means the board of directors of the Company.

(d) "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Anchorage, Alaska are authorized or required to close.

(e) "Disability" means a physical or mental condition that renders a Shareholder unable to perform substantially all of the Shareholder's duties to the Company for a period of [____] consecutive days or [____] days in any [____]-month period, as determined by a physician mutually agreed upon by the Company and the Shareholder (or the Shareholder's representative).

(f) "Fair Market Value" means the fair market value of the Shares as determined pursuant to Section 7.5.

(g) "Family Member" means, with respect to a Shareholder, such Shareholder's spouse, domestic partner, lineal descendants, parents, siblings, or a trust for the benefit of any of the foregoing.

(h) "Majority Shareholders" means the Shareholders holding, collectively, more than fifty percent (50%) of the issued and outstanding Shares.

(i) "Offer Notice" has the meaning set forth in Section 4.2.

(j) "Permitted Transfer" has the meaning set forth in Section 3.2.

(k) "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or other entity.

(l) "Proportionate Share" means, with respect to any Shareholder, the fraction obtained by dividing (i) the number of Shares owned by such Shareholder by (ii) the total number of Shares owned by all Shareholders (excluding the Selling Shareholder).

(m) "Shares" means all shares of capital stock of the Company of every class and series, whether now owned or hereafter acquired, including any shares acquired by exercise of options, warrants, conversion rights, or otherwise.

(n) "Selling Shareholder" means a Shareholder who proposes to Transfer any Shares.

(o) "Supermajority" means Shareholders holding at least [____]% ([____] percent) of the issued and outstanding Shares.

(p) "Transfer" means any sale, assignment, transfer, pledge, hypothecation, gift, donation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

(q) "Triggering Event" has the meaning set forth in Section 7.1.

ARTICLE 2 — SHARES SUBJECT TO AGREEMENT

2.1 Shares Bound. All Shares now owned or hereafter acquired by any Shareholder shall be subject to, and bound by, the terms and conditions of this Agreement.

2.2 Stock Certificate Legend. Each certificate representing Shares subject to this Agreement shall bear the following legend, as authorized by AS 10.06.360:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER AGREEMENT DATED [__/__/____], AS AMENDED FROM TIME TO TIME, WHICH IMPOSES CERTAIN RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST."

2.3 Schedule of Shareholders. Schedule A sets forth the name, address, number of Shares, and class or series of Shares held by each Shareholder as of the Effective Date. Schedule A shall be updated from time to time by the Company to reflect changes in share ownership.

ARTICLE 3 — TRANSFER RESTRICTIONS

3.1 General Restriction. No Shareholder shall Transfer any Shares except in compliance with the terms and conditions of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void, and the Company shall not register any such Transfer on its books or recognize the purported transferee as a shareholder for any purpose.

3.2 Permitted Transfers. Notwithstanding Section 3.1, a Shareholder may Transfer Shares without compliance with the right of first refusal provisions of Article 4 in the following circumstances (each, a "Permitted Transfer"):

(a) A Transfer to a Family Member of the Shareholder;

(b) A Transfer to a trust for the sole benefit of the Shareholder or the Shareholder's Family Members;

(c) A Transfer to an entity wholly owned by the Shareholder or the Shareholder's Family Members;

(d) A Transfer by a Shareholder who is an entity to its shareholders, partners, members, or other equity holders; and

(e) A Transfer pursuant to the Buy-Sell Provisions of Article 7.

Condition of Permitted Transfer. Any Permitted Transferee must, as a condition to such Transfer, execute a joinder agreement agreeing to be bound by all terms and conditions of this Agreement.

3.3 Compliance with Securities Laws. No Transfer of Shares shall be made unless such Transfer is made in compliance with all applicable federal and state securities laws, including the Alaska Securities Act (AS 45.56). The Company may require an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such Transfer is exempt from registration requirements.

3.4 Company's Right to Refuse Transfer. In addition to the rights set forth in this Article 3, the Company shall have the right to refuse to register any Transfer of Shares that violates this Agreement, the Company's articles of incorporation, the Company's bylaws, or any applicable Law, consistent with AS 10.06.360.

ARTICLE 4 — RIGHT OF FIRST REFUSAL

4.1 Obligation to Offer Shares. Before any Shareholder (the "Selling Shareholder") may Transfer any Shares (other than a Permitted Transfer), the Selling Shareholder must first offer the Shares to the Company and the other Shareholders in accordance with this Article 4.

4.2 Offer Notice. The Selling Shareholder shall deliver a written notice (the "Offer Notice") to the Company and each other Shareholder, which shall include:

(a) The number and class of Shares proposed to be Transferred (the "Offered Shares");

(b) The identity of the proposed third-party transferee (the "Proposed Transferee");

(c) The purchase price offered by the Proposed Transferee (the "Offered Price") and all material terms and conditions of the proposed Transfer; and

(d) An offer to sell the Offered Shares to the Company and the other Shareholders at the Offered Price and on the same terms and conditions.

4.3 Company's Right of First Refusal. The Company shall have the first right to purchase all (but not less than all) of the Offered Shares at the Offered Price by delivering written notice to the Selling Shareholder within [____] days after receipt of the Offer Notice (the "Company Exercise Period"). Such purchase shall be subject to the approval of the Board and any applicable restrictions under the Alaska Corporations Code regarding a corporation's purchase of its own shares.

4.4 Shareholders' Right of First Refusal. If the Company does not exercise its right to purchase all of the Offered Shares within the Company Exercise Period, each Shareholder (other than the Selling Shareholder) shall have the right to purchase its Proportionate Share of the Offered Shares at the Offered Price by delivering written notice to the Selling Shareholder within [____] days after the expiration of the Company Exercise Period (the "Shareholder Exercise Period").

4.5 Over-Allotment Right. If any Shareholder does not exercise its right to purchase its full Proportionate Share, the remaining Offered Shares shall be offered to the other exercising Shareholders on a pro rata basis for an additional [____] days.

4.6 Closing of ROFR Purchase. If the Company and/or the Shareholders exercise their rights to purchase all of the Offered Shares, the closing of such purchase shall occur within [____] days after the expiration of all applicable exercise periods.

4.7 Sale to Proposed Transferee. If the Company and the Shareholders do not exercise their rights to purchase all of the Offered Shares, the Selling Shareholder may Transfer the Offered Shares to the Proposed Transferee at a price not less than the Offered Price and on terms not more favorable to the Proposed Transferee than those set forth in the Offer Notice. Such Transfer must be completed within [____] days after the expiration of all exercise periods or the right to sell shall terminate, and the Selling Shareholder must comply with this Article 4 again before making any subsequent Transfer.

4.8 Proposed Transferee Bound. Any Proposed Transferee who acquires Shares shall, as a condition to the Transfer, execute a joinder agreement agreeing to be bound by this Agreement.

ARTICLE 5 — RIGHT OF FIRST OFFER AND TAG-ALONG RIGHTS

5.1 Right of First Offer (ROFO). [Alternative to ROFR — select one]

☐ In lieu of the right of first refusal provisions of Article 4, the Selling Shareholder shall, before seeking any third-party purchaser, first offer the Shares to the Company and the other Shareholders at a price and on terms specified by the Selling Shareholder. The Company and the other Shareholders shall have [____] days to accept or reject the offer.

5.2 Tag-Along Rights (Co-Sale Rights). If a Selling Shareholder proposes to Transfer Shares to a third party (after compliance with the right of first refusal provisions of Article 4, if applicable), each other Shareholder (a "Tag-Along Shareholder") shall have the right to participate in such Transfer by selling a pro rata portion of its Shares on the same terms and conditions as the Selling Shareholder.

(a) The Selling Shareholder shall include in the Offer Notice a description of the Tag-Along Shareholder's right to participate.

(b) Each Tag-Along Shareholder shall have [____] days after receipt of the Offer Notice to deliver written notice to the Selling Shareholder of its election to exercise its tag-along right.

(c) If one or more Tag-Along Shareholders exercise their tag-along rights, the Selling Shareholder shall reduce the number of Shares it sells to the Proposed Transferee so that the Tag-Along Shareholders may sell their pro rata portions.

(d) If the Proposed Transferee refuses to purchase the Tag-Along Shareholders' Shares on the same terms, the Selling Shareholder shall not complete the Transfer.

ARTICLE 6 — DRAG-ALONG RIGHTS

6.1 Drag-Along Obligation. If Shareholders holding at least [____]% of the outstanding Shares (the "Dragging Shareholders") receive a bona fide offer from a third party to purchase all of the outstanding Shares, the Dragging Shareholders shall have the right to require all other Shareholders (the "Dragged Shareholders") to sell their Shares to the third party on the same terms and conditions.

6.2 Drag-Along Notice. The Dragging Shareholders shall deliver written notice (the "Drag-Along Notice") to each Dragged Shareholder at least [____] days prior to the proposed closing of the sale. The Drag-Along Notice shall include:

(a) The identity of the third-party purchaser;
(b) The purchase price per Share;
(c) The other material terms and conditions of the sale; and
(d) The proposed closing date.

6.3 Conditions to Drag-Along. The drag-along right may only be exercised if:

(a) The proposed sale is for cash or marketable securities;

(b) All Shareholders receive the same price per Share (or equivalent value) and on substantially the same terms and conditions;

(c) The Dragging Shareholders comply with all applicable provisions of this Agreement and applicable Law; and

(d) The sale is structured as an arm's-length transaction.

6.4 Dragged Shareholder Obligations. Upon receipt of a Drag-Along Notice, each Dragged Shareholder shall:

(a) Execute all documents reasonably necessary to consummate the sale;

(b) Deliver its stock certificates, duly endorsed, to the purchaser at the closing; and

(c) Make customary representations, warranties, and indemnifications proportionate to its share of the purchase proceeds.

ARTICLE 7 — BUY-SELL PROVISIONS

7.1 Triggering Events. The buy-sell provisions of this Article 7 shall be triggered upon the occurrence of any of the following events with respect to a Shareholder (each, a "Triggering Event"):

(a) Death of a Shareholder who is a natural person;

(b) Disability of a Shareholder who is a natural person;

(c) Retirement of a Shareholder from active employment with the Company, as defined in Section 7.2;

(d) Termination of Employment — involuntary termination (with or without cause) or voluntary resignation;

(e) Bankruptcy or Insolvency — filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee, or any involuntary bankruptcy proceeding not dismissed within [____] days;

(f) Divorce or Separation — if a court order requires the Transfer of Shares to a spouse or former spouse;

(g) Material Breach — material breach of this Agreement that remains uncured for [____] days after written notice; or

(h) Mutual Agreement — the Parties agree in writing to trigger the buy-sell provisions.

7.2 Retirement. For purposes of this Agreement, "Retirement" means the voluntary cessation of employment with the Company by a Shareholder who has attained the age of [____] and has been employed by the Company for at least [____] consecutive years.

7.3 Company's Purchase Option. Upon the occurrence of a Triggering Event, the Company shall have the first option to purchase all of the Shares held by the affected Shareholder (or the Shareholder's estate, trustee, or legal representative) at the Fair Market Value, by delivering written notice within [____] days after the Triggering Event. The Company's purchase shall be subject to any restrictions on corporate purchases of shares under the Alaska Corporations Code.

7.4 Remaining Shareholders' Purchase Option. If the Company does not exercise its purchase option under Section 7.3, the remaining Shareholders shall have the option to purchase the Shares on a pro rata basis at the Fair Market Value, by delivering written notice within [____] days after the expiration of the Company's exercise period.

7.5 Determination of Fair Market Value. The Fair Market Value of the Shares shall be determined as follows:

(a) Agreed Value. The Shareholders may establish an agreed value for the Shares as set forth on Schedule B (the "Agreed Value"), which shall be reviewed and updated by the Shareholders at least annually. If Schedule B has been updated within the [____]-month period preceding the Triggering Event, the Agreed Value shall be the Fair Market Value.

(b) Appraisal. If no Agreed Value is in effect or if Schedule B has not been updated within the preceding [____] months, the Fair Market Value shall be determined by a qualified independent appraiser mutually agreed upon by the Parties. If the Parties cannot agree on an appraiser within [____] days, each Party shall select one appraiser, and the two appraisers shall select a third appraiser, whose determination shall be final and binding. The cost of the appraisal shall be borne equally by the Company (or the purchasing Shareholders) and the selling Shareholder (or its estate).

(c) Valuation Standards. The appraiser shall determine the Fair Market Value of the Shares using customary valuation methods, including but not limited to: income approach (discounted cash flow), market approach (comparable company analysis), and asset approach. The appraiser shall apply appropriate discounts for lack of marketability and minority interests, unless the Parties agree otherwise on Schedule B.

7.6 Payment Terms.

(a) Lump Sum. The purchase price shall be paid in full at the closing of the buy-sell transaction.

☐ (b) Installment Payments (Alternative). The purchase price may be paid as follows:

• [____]% at closing; and
• The remaining balance in [____] equal [monthly/quarterly/annual] installments, together with interest at [____]% per annum, secured by the Shares being purchased.

7.7 Life Insurance Funding. To fund the Company's obligations under this Article 7:

☐ (a) Entity Purchase (Redemption). The Company shall maintain key-person life insurance policies on each Shareholder in an amount at least equal to the current Agreed Value of such Shareholder's Shares. The Company shall be the owner and beneficiary of such policies.

☐ (b) Cross-Purchase. Each Shareholder shall maintain life insurance policies on the lives of the other Shareholders. The proceeds of such policies shall be used to fund the cross-purchase of Shares upon a Triggering Event.

7.8 Closing of Buy-Sell Transaction. The closing of any buy-sell transaction under this Article 7 shall occur within [____] days after the exercise of the purchase option, at the principal office of the Company or at such other place as the Parties may agree.

ARTICLE 8 — VOTING AGREEMENT AND BOARD COMPOSITION

8.1 Board of Directors. The Board shall consist of [____] directors. The Shareholders agree to vote their Shares to elect the following persons (or their designees) to the Board:

(a) [________________________________] shall be entitled to designate [____] director(s);

(b) [________________________________] shall be entitled to designate [____] director(s); and

(c) [____] director(s) shall be independent directors mutually agreed upon by the Shareholders.

8.2 Removal and Replacement. Each Shareholder entitled to designate a director shall have the sole right to remove and replace such director. The Shareholders shall vote their Shares to give effect to such removal and replacement, consistent with AS 10.06.460 (removal of directors).

8.3 Board Committees. The Board may establish committees as it deems appropriate, pursuant to AS 10.06.468 (executive and other board committees). At a minimum, the Board shall establish:

(a) An Audit Committee;
(b) A Compensation Committee; and
(c) Such other committees as the Board may determine.

8.4 Board Meetings. The Board shall meet at least [quarterly/monthly]. Special meetings may be called by the chairman of the Board, any [____] directors, or the Majority Shareholders.

8.5 Quorum. A quorum for any Board meeting shall consist of [____] directors, provided that at least one (1) director designated by each Shareholder holding at least [____]% of the outstanding Shares is present.

8.6 Supermajority Matters. The following actions shall require approval of the Supermajority of the Shareholders (or, where indicated, the Board):

(a) Amendment of the Company's articles of incorporation or bylaws;

(b) Issuance of new shares or securities convertible into shares;

(c) Declaration or payment of dividends or distributions (other than as provided in Article 9);

(d) Entry into any transaction valued in excess of $[________________________________];

(e) Incurrence of indebtedness in excess of $[________________________________];

(f) Sale, lease, or disposition of all or substantially all of the Company's assets;

(g) Merger, consolidation, or dissolution of the Company;

(h) Related-party transactions between the Company and any Shareholder, director, officer, or Affiliate;

(i) Commencement or settlement of material litigation;

(j) Hiring, termination, or material change in compensation of the Company's chief executive officer or chief financial officer;

(k) Capital expenditures in excess of $[________________________________]; and

(l) Entry into any line of business materially different from the Company's current business.

8.7 Deadlock Resolution. If the Board or the Shareholders are unable to reach agreement on a Supermajority Matter for a period of [____] days, the Parties shall attempt to resolve the deadlock as follows:

(a) Senior executives of the Shareholders shall meet and negotiate in good faith for [____] days;

(b) If not resolved, the Parties shall submit the dispute to mediation in Anchorage, Alaska for [____] days; and

(c) If not resolved through mediation, any Shareholder may invoke the buy-sell provisions of Article 7 by delivering a Triggering Event notice.

ARTICLE 9 — DIVIDENDS AND DISTRIBUTIONS

9.1 Dividend Policy. Subject to applicable Law, the Board shall declare and pay dividends to the Shareholders in accordance with the following policy:

☐ (a) Minimum Distribution. The Company shall distribute to the Shareholders no less than [____]% of the Company's net income for each fiscal year, payable within [____] days after the end of such fiscal year.

☐ (b) Tax Distribution. To the extent the Company is treated as a pass-through entity for federal income tax purposes (S corporation), the Company shall distribute to each Shareholder an amount sufficient to cover such Shareholder's estimated federal and state income tax liability attributable to the Company's income, calculated at the highest marginal individual income tax rate then in effect. Alaska does not impose an individual income tax.

☐ (c) Discretionary Dividends. Dividends shall be declared at the sole discretion of the Board, subject to the requirements of the Alaska Corporations Code regarding distributions.

9.2 Pro Rata Distribution. All dividends and distributions shall be made pro rata to the Shareholders based on their respective share ownership.

ARTICLE 10 — NON-COMPETITION AND NON-SOLICITATION

10.1 Non-Competition. During the term of this Agreement and for a period of [____] years following the date on which a Shareholder ceases to hold Shares (the "Restricted Period"), such Shareholder shall not, directly or indirectly, own, manage, operate, control, be employed by, consult for, or participate in any business that competes with the Company's business within:

☐ The State of Alaska
☐ [________________________________] (geographic area)
☐ A [____]-mile radius of any office or location of the Company

10.2 Non-Solicitation of Employees. During the Restricted Period, no Shareholder shall, directly or indirectly, solicit, recruit, hire, or encourage any employee or independent contractor of the Company to leave the Company's service.

10.3 Non-Solicitation of Customers. During the Restricted Period, no Shareholder shall, directly or indirectly, solicit, divert, or take away any customer, client, or account of the Company.

10.4 Confidentiality. Each Shareholder shall maintain the confidentiality of all proprietary and confidential information of the Company, both during and after the term of this Agreement. Confidential information shall not include information that is publicly available or independently developed.

10.5 Remedies for Breach. The Parties acknowledge that a breach of this Article 10 would cause irreparable harm not adequately compensable by monetary damages. Accordingly, any Party may seek injunctive relief from a court of competent jurisdiction, without posting bond, in addition to any other remedies available at law or in equity.

ARTICLE 11 — BOOKS, RECORDS, AND INFORMATION RIGHTS

11.1 Books and Records. The Company shall maintain complete and accurate books and records of account in accordance with GAAP.

11.2 Financial Statements. The Company shall provide each Shareholder with the following financial information:

(a) Annual audited financial statements within [____] days after the end of each fiscal year;

(b) Quarterly unaudited financial statements within [____] days after the end of each fiscal quarter;

(c) Monthly unaudited financial statements within [____] days after the end of each month; and

(d) An annual budget for the upcoming fiscal year, to be approved by the Board.

11.3 Inspection Rights. Each Shareholder shall have the right to inspect and copy the books, records, and documents of the Company during normal business hours upon reasonable notice, consistent with the inspection rights provided under the Alaska Corporations Code.

11.4 Tax Information. The Company shall provide each Shareholder with all information necessary to prepare such Shareholder's federal and state income tax returns, including Schedule K-1s (if applicable), within [____] days after the end of each fiscal year.

ARTICLE 12 — DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, including the Alaska Corporations Code (AS 10.06), without regard to its conflict-of-laws principles.

12.2 Exclusive Jurisdiction. Subject to Section 12.3, the Parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in Alaska for any suit, action, or proceeding arising out of or relating to this Agreement.

12.3 Arbitration. Any dispute not resolved through negotiation and mediation as described in this Agreement shall be finally settled by binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules then in effect.

(a) Seat of Arbitration: Anchorage, Alaska.

(b) Number of Arbitrators: [one (1) / three (3)] arbitrator(s).

(c) Selection of Arbitrator(s): If the Parties cannot agree on an arbitrator within [____] days, the arbitrator(s) shall be selected in accordance with the rules of the administering organization.

(d) Arbitration Award. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(e) Costs. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

12.4 Injunctive Relief Carve-Out. Notwithstanding Section 12.3, any Party may seek temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction to prevent irreparable harm, without the necessity of posting bond.

12.5 Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE 13 — GENERAL PROVISIONS

13.1 Term. This Agreement shall remain in effect until the earliest of:

(a) The mutual written agreement of all Parties to terminate this Agreement;

(b) The dissolution and winding up of the Company;

(c) The consummation of an initial public offering of the Company's securities; or

(d) The date on which fewer than two (2) Shareholders hold Shares.

13.2 Joinder of New Shareholders. Any Person who acquires Shares after the Effective Date shall, as a condition to such acquisition, execute a joinder agreement in the form attached hereto as Exhibit A, agreeing to be bound by all terms and conditions of this Agreement.

13.3 Notices. All notices shall be in writing and deemed duly given when delivered personally, sent by certified mail (return receipt requested), sent by recognized overnight courier, or sent by email (with confirmation), addressed to the addresses set forth on Schedule A (or such other address as a Party may designate in writing).

13.4 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements.

13.5 Amendment. This Agreement may be amended only by a written instrument executed by the Company and the Majority Shareholders (or, for amendments to Supermajority Matters, the Supermajority).

13.6 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

13.7 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.8 Assignment. This Agreement may not be assigned by any Party except as expressly permitted herein (including Permitted Transfers).

13.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns.

13.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed originals.

13.11 Expenses. Each Party shall bear its own costs and expenses in connection with this Agreement.

13.12 Specific Performance. The Parties agree that the Shares are unique and that monetary damages would be an inadequate remedy for breach of this Agreement. Accordingly, any Party shall be entitled to specific performance of the terms of this Agreement, in addition to any other remedy available at law or in equity.

ARTICLE 14 — EXECUTION

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

COMPANY:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SHAREHOLDERS:

Shareholder 1:
[________________________________]
Signature: [________________________________]
Name: [________________________________]
Date: [__/__/____]

Shareholder 2:
[________________________________]
Signature: [________________________________]
Name: [________________________________]
Date: [__/__/____]

Shareholder 3:
[________________________________]
Signature: [________________________________]
Name: [________________________________]
Date: [__/__/____]

[Additional signature blocks as needed]

SCHEDULES AND EXHIBITS

ALASKA-SPECIFIC PRACTICE NOTES

Shareholder Agreements Under Alaska Law. The Alaska Corporations Code (AS 10.06) provides the statutory framework for corporate governance, but permits significant flexibility through shareholder agreements. Key considerations:

• AS 10.06.360 — Share transfer restrictions must be conspicuously noted on share certificates to be enforceable against transferees
• AS 10.06.450 — Directors owe a duty of care to act in good faith and in a manner reasonably believed to be in the best interests of the corporation
• AS 10.06.460 — Directors may be removed without cause by the shareholders
• AS 10.06.468 — The Board may establish executive and other committees
• AS 10.06.490 — The corporation may indemnify officers, directors, employees, and agents who acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation

Tax Considerations for Alaska Corporations.

• Alaska does not impose an individual income tax
• Alaska imposes a corporate income tax on corporations doing business in Alaska (AS 43.20)
• For S corporations, Alaska generally follows federal S corporation treatment; however, S corporations doing business in Alaska may still be subject to the Alaska corporate income tax
• Tax distributions should be structured accordingly

Filing Requirements.

• Alaska domestic for-profit corporations must file biennial reports with the Division of Corporations, Business and Professional Licensing by January 2 of the applicable year
• Biennial report filing fee: $100 for domestic corporations
• Articles of incorporation filing fee: $250

SOURCES AND REFERENCES

• Alaska Corporations Code (AS 10.06): https://law.justia.com/codes/alaska/title-10/chapter-06/
• Alaska Division of Corporations — Forms and Fees: https://www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees.aspx
• Alaska Securities Exemptions: https://www.commerce.alaska.gov/web/dbs/Securities/ExemptionsfromRegistration.aspx
• Alaska Biennial Reports: https://www.commerce.alaska.gov/web/cbpl/Corporations/BiennialReports.aspx

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a licensed Alaska attorney before executing this agreement.