Shareholder Agreement - Indiana

SHAREHOLDER AGREEMENT — [CORPORATION NAME], an Indiana corporation

TABLE OF CONTENTS

1. Definitions
2. Purpose & Statutory Authorization
3. Transfer Restrictions
4. Buy-Sell (Triggering Events; Mandatory and Optional Purchase)
5. Valuation & Payment Terms
6. Voting Agreement; Board; Officers
7. Drag-Along & Tag-Along Rights
8. Preemptive Rights
9. Protective Provisions / Supermajority
10. Information Rights
11. Restrictive Covenants
12. Deadlock Resolution
13. Certificate Legend
14. Term & Termination
15. Dispute Resolution & Governing Law
16. General Provisions
17. Signatures
18. Required Schedules
19. Sources & References

RECITALS AND PARTIES

THIS SHAREHOLDER AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date") by and among [CORPORATION NAME], an Indiana corporation (the "Corporation"), and the persons listed on the Share Schedule below and who execute this Agreement (each, a "Shareholder" and, collectively, the "Shareholders").

RECITALS

A. The Corporation is a corporation organized and existing under the Indiana Business Corporation Law, Ind. Code Title 23, Article 1 (the "Law"), having its principal office in [COUNTY] County, Indiana.

B. As of the Effective Date, the authorized capital of the Corporation consists of [____] shares of [CLASS/SERIES] stock, [with no par value / par value $____] per share, of which [____] shares are issued and outstanding and held of record by the Shareholders as set forth in the Share Schedule.

C. The Corporation is a closely-held corporation whose shares are not publicly traded. The Shareholders desire to provide for the management, ownership, and continuity of the Corporation; to restrict the transfer of its shares; to provide an orderly mechanism for the purchase and sale of shares upon certain events; to coordinate the voting of their shares and the composition of the Board; and to otherwise set forth their respective rights and obligations.

D. The Shareholders intend that this Agreement be enforceable to the fullest extent permitted by Indiana law, including the transfer-restriction provisions of Ind. Code § 23-1-26-8 and the voting-agreement provisions of Ind. Code § 23-1-31-2.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Ownership Snapshot (part of Schedule A)

The following schedules are part of this Agreement and must be completed or
marked not applicable with a reason:

☐ A — ownership, classes, beneficial interests, and governing documents

☐ B — transfer restrictions, legends, joinders, and permitted transferees

☐ C — triggers, valuation, funding, purchase priority, and closing

☐ D — voting, Board, officer, class-consent, and instrument map

☐ E — issuance, preemptive, information, financing, tax, and compliance terms

☐ F — confidentiality, data, property, and any separately reviewed restraint

☐ G — notices, calendar, dispute route, remedies, approvals, and signatures

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Other terms are defined where they first appear.

"Law" means the Indiana Business Corporation Law, Ind. Code Title 23, Article 1, as amended.

"Affiliate" means, as to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Agreed Value" has the meaning set forth in Section 5.1.

"Board" means the board of directors of the Corporation.

"Business Day" means a day marked as a working day on the agreed calendar in Schedule G; weekends or holidays are excluded only as that schedule states.

"Disability" means a Shareholder's inability, by reason of physical or mental illness or injury, to perform substantially all of the duties such Shareholder customarily performs for the Corporation for a continuous period of [____] days or for [____] days in any [twelve (12)]-month period, as determined under Section 4.2(b).

"Fair Market Value" has the meaning set forth in Section 5.2.

"Immediate Family" means a Shareholder's spouse, children (natural or adopted), grandchildren, parents, and siblings, and a trust established solely for the benefit of any of them or the Shareholder.

"Permitted Transferee" has the meaning set forth in Section 3.3.

"Person" means an individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

"Purchase Price" means the price determined under Section 5 for shares purchased under this Agreement.

"Shares" means all shares of capital stock of the Corporation now owned or hereafter acquired by a Shareholder, and any security convertible into or carrying a right to subscribe for or acquire shares, as contemplated by Ind. Code § 23-1-26-8(e).

"Transfer" means any sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition of Shares or any interest therein, whether voluntary or involuntary, by operation of law or otherwise.

"Triggering Event" has the meaning set forth in Section 4.1.

2. PURPOSE & STATUTORY AUTHORIZATION

2.1 Purpose

The purpose of this Agreement is to promote the Shareholders' mutual interests and the interests of the Corporation by imposing certain restrictions and obligations on the Shareholders and the Shares, and by providing for the continuity, governance, and orderly transfer of ownership of a closely-held Indiana corporation.

2.2 Statutory Basis

This Agreement is entered into under and is intended to be enforceable pursuant to Indiana law, including:

(a) Transfer restrictions. Ind. Code § 23-1-26-8 authorizes the articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation to impose restrictions on the transfer or registration of transfer of shares. Such a restriction is valid and enforceable against a holder or transferee if it is authorized by the statute and its existence is noted conspicuously on the certificate (or contained in the information statement required by Ind. Code § 23-1-26-7(b)). The transfer restrictions in this Agreement are imposed to maintain the Corporation's status, to preserve exemptions under applicable securities laws, and for other reasonable purposes within the meaning of § 23-1-26-8(c), and may take the forms permitted by § 23-1-26-8(d) (first offer, mandatory buy-sell, approval requirement, or prohibition not manifestly unreasonable).

(b) Voting agreements. Ind. Code § 23-1-31-2 provides that two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose, and that such a voting agreement is specifically enforceable. The voting provisions of Section 6 constitute a voting agreement under § 23-1-31-2.

(c) Voting trusts. No voting trust is created by this Agreement unless the participating holders sign a separate agreement, transfer the shares to the trustee, and complete the owner list, delivery, effectiveness, irrevocability, extension, and record requirements of IC 23-1-31-1.

2.3 Coordination with Charter Documents

Schedule D shall map each governance promise to the Articles, Bylaws, a voting agreement, a Board resolution, or another identified instrument. This Agreement does not itself amend the Articles or Bylaws, remove or appoint a director or officer, authorize a distribution, change a statutory quorum, or bind a nonsigning holder. Each Shareholder shall vote and act within that Shareholder's lawful power to implement the completed map. Any joinder, class consent, Board approval, filing, certificate notice, or amendment must be completed through its own valid procedure.

3. TRANSFER RESTRICTIONS

3.1 General Prohibition

No Shareholder shall Transfer Shares except as this Agreement permits. A violating Transfer is a contractual breach. Whether the Corporation may refuse registration, whether a restriction binds the transferee, and what remedy is available depend on IC 23-1-26-8, the certificate or uncertificated-share statement, the transferee's knowledge, other governing law, and the facts. This Agreement does not declare every violating Transfer void or eliminate rights that cannot lawfully be restricted.

3.2 Right of First Refusal

(a) Offer Notice. A Shareholder who receives a bona fide written offer from a third party to purchase any of such Shareholder's Shares and who desires to accept it (the "Selling Shareholder") shall first deliver written notice (the "Offer Notice") to the Corporation and the other Shareholders. The Offer Notice shall identify the prospective transferee, the number of Shares offered (the "Offered Shares"), the price, and all material terms.

(b) Corporation's Option. The Corporation shall have [thirty (30)] days after receipt of the Offer Notice to elect, by written notice, to purchase all or any portion of the Offered Shares on the same terms set forth in the Offer Notice.

(c) Shareholders' Option. To the extent the Corporation does not elect to purchase all of the Offered Shares, the other Shareholders shall have an additional [thirty (30)] days to elect to purchase the remaining Offered Shares, pro rata in proportion to their respective holdings (with rights of over-allotment among electing Shareholders).

(d) Sale to Third Party. If the Corporation and the Shareholders do not collectively elect to purchase all of the Offered Shares within the option periods, the Selling Shareholder may, within [sixty (60)] days thereafter, Transfer the Offered Shares to the identified third party at a price not less than, and on terms no more favorable to the transferee than, those in the Offer Notice, provided the transferee first executes a joinder agreeing to be bound by this Agreement. Any Shares not so transferred again become subject to this Agreement.

3.3 Permitted Transfers

The right of first refusal in Section 3.2 shall not apply to, and a Shareholder may make, the following Transfers (each, a "Permitted Transfer"; each transferee, a "Permitted Transferee"), provided the transferee executes a joinder agreeing to be bound by this Agreement and the Shares remain subject hereto:

(a) a Transfer to the Corporation or to another Shareholder;

(b) a Transfer to a member of the Shareholder's Immediate Family or to a trust or entity wholly owned for estate-planning purposes, provided the transferring Shareholder retains voting control of the Shares during such Shareholder's lifetime;

(c) a Transfer upon death by will or intestacy, subject to Section 4; and

(d) any Transfer approved in writing by Shareholders holding at least [____]% of the outstanding Shares.

3.4 Prohibited Transfers

No Shareholder shall pledge, hypothecate, or grant a security interest in any Shares, or Transfer any Shares to a competitor of the Corporation, without the prior written consent of Shareholders holding at least [____]% of the outstanding Shares.

4. BUY-SELL: TRIGGERING EVENTS

4.1 Triggering Events

The occurrence of any of the following with respect to a Shareholder (a "Triggering Event"; such Shareholder, the "Affected Shareholder," or such Shareholder's estate or representative) gives rise to the purchase rights and obligations in this Section 4:

(a) Death of a Shareholder who is an individual;

(b) Disability of a Shareholder who is an individual;

(c) Termination of Employment of a Shareholder employed by the Corporation, whether voluntary or involuntary, with or without cause;

(d) Insolvency Review Event: the Shareholder gives notice of an insolvency, bankruptcy, receivership, or creditor process that may affect the Shares; this is a review event only and does not itself forfeit, terminate, or exclude an interest from an estate;

(e) Divorce of a Shareholder, to the extent any Shares (or marital interest therein) would be awarded to a non-Shareholder spouse;

(f) Involuntary Transfer by operation of law, levy, or attachment; and

(g) Voluntary Withdrawal by a Shareholder who delivers a written notice of intent to withdraw and sell.

4.2 Mandatory and Optional Purchase

(a) Death. Upon the death of a Shareholder, the Corporation [shall (mandatory) / may (optional)] purchase, and the deceased Shareholder's estate shall sell, all of the deceased Shareholder's Shares at the Purchase Price determined under Section 5. To the extent the Corporation does not purchase all such Shares, the surviving Shareholders [shall / may] purchase the balance pro rata.

(b) Disability. Disability shall be determined by a licensed physician selected by the Corporation (or, if the Affected Shareholder disputes the determination, by a third physician jointly selected by the Corporation's and the Shareholder's physicians). Upon a determination of Disability, the purchase mechanics in Section 4.2(a) apply.

(c) Termination of Employment. Upon Termination of Employment of a Shareholder, the Corporation and the other Shareholders shall have the option (and, if the parties so elect by completing the bracketed term, the obligation) to purchase the terminated Shareholder's Shares. The parties shall complete: purchase is [mandatory / optional]; in the case of termination [for cause], the Purchase Price shall be [Fair Market Value / __% of Fair Market Value / Agreed Value].

(d) Insolvency, Divorce, Involuntary Transfer, Voluntary Withdrawal. A voluntary withdrawal may activate the completed purchase option. Divorce and involuntary-transfer events activate only the rights that applicable law and an enforceable restriction permit. An insolvency review event requires immediate bankruptcy-counsel review before any notice, suspension, purchase, setoff, termination, or payment. Under 11 U.S.C. § 541(c)(1), this Agreement does not exclude the ownership interest from a bankruptcy estate, bind a trustee beyond applicable law, or cause an automatic forfeiture, modification, or termination because of insolvency or a bankruptcy filing.

4.3 Closing

The closing of any purchase under this Section shall occur within [sixty (60)] days after the later of the Triggering Event or the final determination of the Purchase Price, at the Corporation's principal office. At closing, the seller shall deliver the certificates (or transfer instructions for uncertificated shares) duly endorsed, free of liens, and the buyer shall deliver the consideration in accordance with Section 5.3.

5. VALUATION & PAYMENT TERMS

5.1 Agreed Value

The Shareholders [may] establish an agreed value per Share (the "Agreed Value") by executing a Certificate of Agreed Value attached as Exhibit A, to be reviewed and updated at least annually. If a Certificate of Agreed Value has been executed within [twenty-four (24)] months before a Triggering Event, the Agreed Value shall be the Purchase Price.

5.2 Formula / Appraisal (Fair Market Value)

If no current Agreed Value exists, the Purchase Price shall be the "Fair Market Value" of the Shares, determined as follows (the parties shall select one method):

(a) Formula. [Describe formula — e.g., [____] times trailing twelve-month EBITDA, less indebtedness, multiplied by the selling percentage]; or

(b) Appraisal. Fair Market Value shall be determined by an independent appraiser. The Corporation and the seller shall each select one qualified appraiser within [fifteen (15)] days; if the two appraisals are within [ten percent (10%)] of each other, the Fair Market Value is their average; otherwise, the two appraisers shall select a third, whose determination (within the range of the first two) is binding. The appraisal shall [apply / not apply] minority and marketability discounts.

5.3 Payment Terms

(a) Cash / Insurance Proceeds. At closing, the buyer shall pay [____]% of the Purchase Price in cash, including any life-insurance proceeds applied under Section 5.4.

(b) Promissory Note. The balance shall be evidenced by a promissory note payable in [____] equal [monthly / quarterly / annual] installments over [____] years, bearing interest at [the applicable federal rate / ____% per annum], secured by a pledge of the purchased Shares, with the right to prepay without penalty.

(c) Distribution Limits. Any purchase by the Corporation is subject to the limitations on distributions in Ind. Code § 23-1-28-3. If a payment by the Corporation would violate § 23-1-28-3, the obligation shall be suspended to the extent necessary and the remaining Shareholders may (but need not) purchase the balance.

5.4 Life-Insurance Funding

(a) The Corporation [and/or the Shareholders] may purchase and maintain life-insurance policies on the lives of the Shareholders to fund the purchase obligations on death. The Corporation shall be the [owner and beneficiary] of such policies.

(b) The policies and beneficiaries are listed on Exhibit B. Upon a Shareholder's death, the proceeds shall be applied first to the Purchase Price for that Shareholder's Shares. Proceeds exceeding the Purchase Price shall belong to the Corporation.

(c) A Shareholder whose Shares are purchased (or such Shareholder's estate) shall have the option to purchase any policy on such Shareholder's life for its interpolated terminal reserve (cash surrender) value.

6. VOTING AGREEMENT; BOARD; OFFICERS

6.1 Voting Agreement

Each Shareholder agrees to vote all Shares now or hereafter owned by such Shareholder, and to take all other action within such Shareholder's control (including executing written consents under the Law), so as to give effect to the provisions of this Section 6. This Section is a voting agreement under Ind. Code § 23-1-31-2 and is specifically enforceable.

6.2 Board Composition

(a) The Board shall consist of [____] directors.

(b) Each Shareholder or group holding at least [____]% of the outstanding Shares may designate [one (1)] nominee, and the signing Shareholders shall vote their Shares for each eligible nominee subject to the Articles, class voting, cumulative voting, meeting or consent procedure, and IC 23-1-30-9.

(c) A designating holder may request removal or replacement of its nominee, but removal and vacancy filling shall occur only through the Articles, Bylaws, IC 23-1-33-8, IC 23-1-33-9, and the votes or Board action those provisions require. This Agreement creates a voting covenant; it does not itself remove a director or fill a Board seat.

6.3 Officers

The signing Shareholders shall use only their lawful voting and appointment influence to support the following officer plan: [office / candidate / authority / term: ____________________]. Officer creation, appointment, duties, removal, and contract rights remain subject to the Bylaws, Board authority, and IC 23-1-36-1 through -4.

6.4 Voting for Directors

The parties acknowledge the default rules of the Law regarding voting for directors (Ind. Code § 23-1-30-9 governs cumulative voting, which applies only if the articles so provide). The Shareholders agree to vote so as to implement the designation rights in Section 6.2, and the Articles of Incorporation [shall / shall not] authorize cumulative voting.

7. DRAG-ALONG & TAG-ALONG RIGHTS

7.1 Drag-Along

If Shareholders holding at least [____]% of the outstanding Shares (the "Dragging Shareholders") approve a bona fide arm's-length sale of the Corporation (whether by sale of shares, merger, or sale of substantially all assets) to an unaffiliated third party, the Dragging Shareholders may require each other Shareholder to (a) vote all Shares in favor of the transaction, (b) sell the same proportion of Shares on the same per-share terms, and (c) execute reasonable transaction documents, provided that no Shareholder shall be required to give representations other than as to title, authority, and ownership, and that liability shall be several (not joint) and capped at the proceeds received.

7.2 Tag-Along

If one or more Shareholders (the "Transferring Shareholders") propose to Transfer, in one transaction or a series, Shares representing more than [____]% of the outstanding Shares to a third party (other than a Permitted Transfer), each other Shareholder may elect to participate in the sale on the same terms, selling a pro rata portion of its Shares. The Transferring Shareholders shall give at least [twenty (20)] days' written notice of the proposed sale, and each electing Shareholder shall respond within [ten (10)] days.

8. PREEMPTIVE RIGHTS

8.1 Grant

Except for Exempt Issuances, before the Corporation issues any new Shares or securities convertible into Shares, it shall offer each Shareholder the right to purchase such Shareholder's pro rata portion (based on then-current ownership) on the same price and terms, so as to maintain such Shareholder's percentage ownership.

8.2 Procedure

The Corporation shall deliver written notice of the proposed issuance describing the securities, price, and terms. Each Shareholder shall have [twenty (20)] days to elect to exercise its preemptive right. Shares not subscribed for may be issued to the proposed purchaser within [ninety (90)] days on terms no more favorable than those offered to the Shareholders.

8.3 Exempt Issuances

"Exempt Issuances" means issuances (a) under a board-approved equity-incentive plan, (b) upon conversion or exercise of outstanding securities, (c) in connection with a bona fide acquisition or strategic transaction approved under Section 9, or (d) approved by Shareholders holding at least [____]% of the outstanding Shares.

9. PROTECTIVE PROVISIONS / SUPERMAJORITY

The signing Shareholders agree to vote against the following actions unless approval by holders of at least [____]% of the outstanding Shares is obtained. This is a voting covenant only. It does not override the Articles, Bylaws, class or voting-group rights, Board authority, statutory approval rules, creditor rights, or the rights of nonsigners. Schedule D shall identify any corresponding Articles or Bylaws provision required for corporate effect.

(a) amending the Articles of Incorporation or Bylaws;

(b) issuing additional Shares or securities (other than Exempt Issuances) or creating a new class or series;

(c) declaring or paying any dividend or distribution other than pro rata;

(d) merging, consolidating, converting, or selling all or substantially all assets;

(e) authorizing dissolution or liquidation, or authorizing a voluntary bankruptcy filing after insolvency counsel has reviewed authority, duties, financing documents, and creditor effects;

(f) incurring indebtedness in excess of [$____] or granting liens on material assets;

(g) entering into any transaction with a Shareholder, director, officer, or Affiliate other than on arm's-length terms;

(h) materially changing the nature of the Corporation's business; and

(i) approving annual compensation of any officer in excess of [$____].

The Articles may establish a greater shareholder quorum or voting requirement under IC 23-1-30-8. A greater-requirement bylaw requires express Articles authorization and must comply with IC 23-1-39-2; Board greater-vote bylaws are governed by IC 23-1-39-3.

10. INFORMATION RIGHTS

The Corporation contractually agrees to deliver: (a) annual financial statements within [____] days after fiscal year-end; and (b) quarterly statements within [____] days after each quarter. These contractual deliveries do not narrow statutory inspection rights. Demands under IC 23-1-52-2 and -3 shall use the required five-business-day notice and, for the additional-record category, the good-faith, proper-purpose, particularity, and direct-connection showing. Any confidentiality protocol must preserve rights that the Articles or Bylaws may not abolish or limit.

11. RESTRICTIVE COVENANTS

11.1 Covenant Classification Gate

Before adding a restraint, counsel shall identify the signer as seller, buyer,
employee, contractor, physician or other licensed professional, director,
officer, passive investor, or another role; the transaction giving rise to the
covenant; the protected information or relationship; locations and customers;
existing employment and sale documents; consideration; duration; geographic and
activity scope; public policy; and current governing law.

Selected treatment:

☐ No noncompetition or nonsolicitation covenant is included in this Agreement.

☐ A separately drafted and signed covenant is attached as Schedule F after
current-law review for the identified role and transaction.

☐ Only the confidentiality and property-return duties below apply.

11.2 Confidentiality Scope

"Confidential Information" shall be defined in Schedule F by category, source,
permitted access, exclusions, legally compelled disclosure procedure, return or
destruction requirements, duration, and any separate trade-secret, privacy,
health, financial, export, or regulated-data treatment. Information is not made
a trade secret or otherwise legally protected merely by this label.

11.3 Use and Disclosure

Each Shareholder shall use Confidential Information only for the Corporation's
authorized purpose and shall not disclose it except to an approved recipient
bound by appropriate duties, as lawfully compelled after the completed notice
procedure, or as Schedule F otherwise permits.

11.4 Remedies

No remedy is automatic. A claimant must establish the applicable contract,
statutory, equitable, procedural, causation, and proof requirements. Schedule F
shall state any negotiated notice, cure, security, preservation, or interim-
relief procedure without promising injunction, reformation, fee shifting, or a
particular judicial result.

12. DEADLOCK RESOLUTION

12.1 Deadlock Defined

A "Deadlock" exists if the Board or the Shareholders are unable, after [two (2)] properly noticed meetings held at least [fifteen (15)] days apart, to reach the vote required to act on a material matter, and the inability materially impairs the Corporation's business.

12.2 Escalation; Mediation

Upon a Deadlock, the matter shall first be referred to the senior representatives of the disputing Shareholders for good-faith negotiation for [thirty (30)] days, and then, if unresolved, to non-binding mediation under Section 15.

12.3 Buy-Sell Shotgun

If a Deadlock remains unresolved [sixty (60)] days after mediation begins, any Shareholder (or 50% group) (the "Offeror") may deliver a written notice to the other (the "Offeree") stating a price per Share. The Offeree shall, within [thirty (30)] days, elect either (a) to sell all of its Shares to the Offeror at that price, or (b) to buy all of the Offeror's Shares at that same price. Failure to elect within the period shall be deemed an election to sell. The resulting purchase shall close under Section 4.3 and be paid under Section 5.3.

12.4 Other Remedies

The buy-sell procedure does not eliminate any statutory judicial-dissolution application a qualifying shareholder may establish under IC 23-1-47-1.

13. CERTIFICATE LEGEND

Each certificate and each information statement for uncertificated Shares shall contain the applicable restriction notice required by IC 23-1-26-8(b). Counsel shall reconcile it with the certificate-content rules in IC 23-1-26-6 and the information statement under IC 23-1-26-7. The restriction portion may read:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND VOTING AGREEMENT DATED [__/__/____], A COPY OF WHICH IS ON FILE AT [LOCATION]. TRANSFER OR REGISTRATION OF TRANSFER IS RESTRICTED AS THAT AGREEMENT PROVIDES, SUBJECT TO APPLICABLE LAW.

Securities legend treatment:

☐ Counsel supplied a separate federal and state securities legend accurate for
this issuance, class, registration or exemption, and transfer.

☐ No securities legend is inserted here because counsel determined another
document or treatment applies.

The Corporation shall preserve evidence of the notice placed on each certificate
or information statement. Without the notice required by IC 23-1-26-8(b), a
restriction is not enforceable against a person without knowledge of it.

14. TERM & TERMINATION

14.1 Term

This Agreement becomes effective on the Effective Date and continues until terminated under Section 14.2.

14.2 Termination

This Agreement terminates upon the earliest completed event selected in Schedule G: (a) the required written holder and Corporation approval; (b) completion of dissolution and final distribution; (c) one holder lawfully acquiring all outstanding Shares; or (d) closing of a transaction for which counsel has provided the specified termination treatment. A bankruptcy or insolvency filing is not an automatic termination event; bankruptcy counsel shall determine the effect of the filing, estate property, executory obligations, stay, trustee powers, and any court order.

14.3 Effect of Termination

Termination does not affect rights or obligations that accrued before termination, including any closing of a purchase already triggered. The confidentiality obligations of Section 11.3 survive termination.

14.4 Amendment

This Agreement may be amended only by a writing signed by the Corporation and the holders identified in Schedule D. An amendment binds only the persons and interests it can lawfully bind. Before signature, counsel shall determine whether unanimous holder consent, class consent, individual adversely affected consent, a joinder, a Board action, or a separate Articles or Bylaws amendment is required.

15. DISPUTE RESOLUTION & GOVERNING LAW

15.1 Governing Law

The parties select Indiana law for this Agreement, subject to mandatory conflict-of-laws, federal, bankruptcy, securities, employment, professional, and other applicable law. The internal affairs of the Indiana Corporation remain subject to the Indiana Business Corporation Law and valid governing documents.

15.2 Mediation

Before starting the selected adjudicative process, the parties shall attempt non-binding mediation through [provider] in [location], except where Schedule G permits a party to seek time-sensitive relief. Notice, selection, attendance, confidentiality, costs, limitations tolling, and the end of mediation shall be stated in Schedule G.

15.3 Arbitration

Choose one completed route; do not leave both selected:

☐ Court route. Covered disputes shall be filed in the court and venue stated
in Schedule G, subject to jurisdiction, venue, removal, internal-affairs, and
other mandatory law.

☐ Arbitration route. Covered disputes shall be arbitrated under the provider,
rules, seat, number and selection of arbitrators, scope, delegation, discovery,
confidentiality, interim-relief, costs, award, review, confirmation, and service
terms completed in Schedule G. Counsel shall determine the governing federal or
state arbitration law and reconcile all commencement, limitations, confirmation,
vacatur, and modification procedures before signature.

☐ No route selected. This Agreement must not be signed until Schedule G is
completed.

15.4 Forum; Injunctive Relief

Schedule G shall identify any permitted court application for interim or
provisional relief and its relationship to arbitration or merits litigation.
Nothing in this clause promises that relief, waives a required showing, or
creates jurisdiction or venue where it does not otherwise exist.

15.5 Attorneys' Fees

Fee treatment: ☐ each party bears its own fees ☐ allocated by the decision maker
under the completed standard in Schedule G ☐ other: [____________________]. This
clause creates only the selected contractual allocation to the extent lawful; it
does not declare a statutory entitlement or define a prevailing party by silence.

15.6 Jury Trial Waiver

☐ No jury waiver is included.

☐ A separately reviewed jury waiver tailored to the selected court claims,
parties, presentation, governing law, and execution facts is attached to
Schedule G. A generic capitalized sentence is not substituted for that review.

16. GENERAL PROVISIONS

16.1 Specific Performance

The voting agreement created under IC 23-1-31-2 is specifically enforceable as that section provides. No other provision automatically establishes inadequacy of damages or entitlement to specific performance, injunction, or another equitable remedy.

16.2 Further Assurances

Each party shall execute such further documents and take such further actions as may be reasonably necessary to carry out this Agreement.

16.3 Notices

All notices shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses on Exhibit C, and are effective upon receipt (or refusal).

16.4 Successors and Assigns; Joinder

This Agreement binds each party and any successor or permitted assign only to the extent the obligation is lawfully transferable and binding. The Corporation and transferring holder shall require a joinder before a voluntary Transfer when the restriction and transaction permit that condition. This clause does not by itself bind a nonsigner, prevent an involuntary Transfer, or override bankruptcy, probate, marital-property, creditor, or other mandatory law.

16.5 Severability

If a provision is challenged, a court or arbitrator may address it only within
applicable law and the selected decision-maker's authority. The parties request
preservation of independent lawful provisions, but do not direct automatic
reformation, blue penciling, or a predetermined severability result.

16.6 Entire Agreement

This Agreement, together with its Exhibits, constitutes the entire agreement among the parties regarding its subject matter and supersedes all prior understandings.

16.7 Counterparts; Electronic Signatures

The parties may use counterparts and an agreed electronic-signature process only
after counsel confirms authority, attribution, intent, consent, record retention,
delivery, notarization or other formality, securities and entity-record
requirements, and admissible evidence. Schedule G shall identify the platform,
signer authentication, final record, and delivery evidence.

16.8 No Third-Party Beneficiaries

Except as expressly provided, this Agreement is solely for the benefit of the parties and their permitted successors and assigns.

17. SIGNATURES

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

THE CORPORATION:

[CORPORATION NAME], an Indiana corporation

By: [________________________________]

Name: [____________________]

Title: [____________________]

Date: [__/__/____]

THE SHAREHOLDERS:

[________________________________]
Name: [____________________]
Date: [__/__/____]

[________________________________]
Name: [____________________]
Date: [__/__/____]

[________________________________]
Name: [____________________]
Date: [__/__/____]

18. REQUIRED SCHEDULES

Schedule A — Ownership and Governing Documents

Schedule B — Transfer Controls

Schedule C — Purchase and Valuation

Schedule D — Governance Instrument Map

Schedule E — Finance, Information, and Compliance

Schedule F — Confidentiality, Property, and Restraints

Schedule G — Administration, Disputes, and Approval

19. SOURCES & REFERENCES

• Indiana Code 2026, IC 23-1
• Indiana Code 2026, share restrictions
• Indiana Code 2026, voting trusts and agreements
• Indiana Code 2026, Board rules
• Indiana Code 2026, records
• 11 U.S.C. § 541, current preliminary edition