Shareholder Agreement - Nevada

SHAREHOLDER AGREEMENT — [CORPORATION NAME], a Nevada 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. 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], a Nevada corporation (the "Corporation"), and the persons listed on the Share Schedule below and who execute this Agreement (each, a "Stockholder" or "Shareholder" and, collectively, the "Stockholders" or "Shareholders").

RECITALS

A. The Corporation is a corporation organized and existing under the Nevada Private Corporations Law, NRS Chapter 78 [, and has elected status as a close corporation under NRS Chapter 78A] (the "Act"), having its registered office in Nevada and its principal office in [CITY, STATE].

B. As of the Effective Date, the authorized capital of the Corporation consists of [____] shares of [CLASS/SERIES] stock, par value [$____] per share, of which [____] shares are issued and outstanding and held of record by the Stockholders as set forth in the Share Schedule.

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

D. The Stockholders intend that this Agreement be enforceable to the fullest extent permitted by Nevada law, including the transfer-restriction provisions of NRS 78.242, the stockholder-voting-agreement provisions of NRS 78.365(3)–(4), and, if the Corporation is a close corporation, the stockholders'-agreement provisions of NRS 78A.070 and 78A.080.

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.

Share Schedule (Ownership as of the Effective Date)

1. DEFINITIONS

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

"Act" means NRS Chapter 78 (and, if the Corporation has elected close-corporation status, NRS Chapter 78A), 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 any day other than a Saturday, Sunday, or legal holiday in the State of Nevada.

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

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

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

"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 legally competent to contract.

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

"Stock" or "Shares" means all shares of capital stock of the Corporation now owned or hereafter acquired by a Stockholder, and any security convertible into or carrying an option or other right to subscribe for or acquire stock, as contemplated by NRS 78.242(5).

"Transfer" means any sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition of Stock 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 Stockholders' mutual interests and the interests of the Corporation by imposing certain restrictions and obligations on the Stockholders and the Stock, by coordinating governance, and by providing for the continuity and orderly transfer of ownership of a closely-held Nevada corporation.

2.2 Statutory Basis

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

(a) Transfer restrictions. NRS 78.242 authorizes a written restriction on the transfer or registration of transfer of stock (and on the amount of stock that may be owned) to be imposed by the articles of incorporation, the bylaws, or an agreement among any number of stockholders or between stockholders and the corporation. Such a restriction is enforceable against a transferee if it is set forth in the articles, noted conspicuously on the certificate or contained in the statement of information required by NRS 78.235, or otherwise known to the transferee, and may include rights of first offer, mandatory-purchase obligations, consent/approval requirements, and designated-person restrictions (NRS 78.242(2)–(4)). The transfer restrictions in Section 3 are imposed for the reasonable purposes set out in NRS 78.242(4), including maintaining the Corporation's status (e.g., subchapter S) and preserving securities-law and tax attributes.

(b) Stockholder voting agreements. NRS 78.365(3) provides that an agreement between two or more stockholders, if in writing and signed, may provide that their stock be voted pursuant to the agreement, as subsequently agreed, or per an agreed procedure. Under NRS 78.365(4), such an agreement is enforceable against a transferee if the transferee agrees in writing to be bound, or if the agreement so provides and the transferee had actual knowledge or the agreement is noted conspicuously on the certificate or in the NRS 78.235 statement. The voting provisions of Section 6 constitute such an agreement.

(c) Voting trusts. To the extent the Stockholders elect to implement a voting trust, NRS 78.365(1)–(2) governs (15-year term, extendable) and is incorporated by reference.

(d) Close-corporation governance (if elected). If the Corporation is a close corporation under NRS Chapter 78A, the Stockholders intend this Agreement to be a stockholders' agreement under NRS 78A.070 and NRS 78A.080. Such an agreement is effective even if it eliminates the Board (only if the articles so state), restricts the discretion or powers of the Board, authorizes director proxies or weighted voting, treats the Corporation as a partnership, or arranges relations among the Stockholders as if among partners, and is not invalid on the ground that it treats the Corporation like a partnership.

2.3 Coordination with Charter Documents

To the extent any provision of this Agreement restricts the discretion or powers of the Board, eliminates the Board, governs distributions, or otherwise departs from the default governance rules of the Act, the Stockholders agree to cause corresponding provisions to be adopted in the Articles of Incorporation (and, where required by NRS Chapter 78A, the close-corporation election and any statement that there will be no board) and to take all action necessary to give such provisions effect. In the event of a conflict between this Agreement and the Bylaws, the Stockholders shall, as among themselves, be bound by this Agreement and shall vote to conform the Bylaws to this Agreement.

3. TRANSFER RESTRICTIONS

3.1 General Prohibition

No Stockholder shall Transfer all or any portion of such Stockholder's Stock except in strict compliance with this Agreement and applicable law. Any purported Transfer in violation of this Agreement shall be ineffective, shall not be recognized on the books of the Corporation, and shall confer no rights upon the purported transferee. (If the Corporation is a close corporation, an attempted transfer in violation of a prohibition is ineffective under NRS 78A.060, subject to the corporation's option to purchase as provided therein.)

3.2 Right of First Refusal

(a) Offer Notice. A Stockholder who receives a bona fide written offer from a third party to purchase any of such Stockholder's Stock and who desires to accept it (the "Selling Stockholder") shall first deliver written notice (the "Offer Notice") to the Corporation and the other Stockholders. 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) Stockholders' Option. To the extent the Corporation does not elect to purchase all of the Offered Shares, the other Stockholders 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 Stockholders).

(d) Sale to Third Party. If the Corporation and the Stockholders do not collectively elect to purchase all of the Offered Shares within the option periods, the Selling Stockholder 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 Stockholder 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 Stock remains subject hereto:

(a) a Transfer to the Corporation or to another Stockholder of the same class or series;

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

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

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

3.4 Prohibited Transfers

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

4. BUY-SELL: TRIGGERING EVENTS

4.1 Triggering Events

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

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

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

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

(d) Bankruptcy or Insolvency of a Stockholder, including the filing of a voluntary or involuntary petition, an assignment for the benefit of creditors, or the appointment of a receiver;

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

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

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

4.2 Mandatory and Optional Purchase

(a) Death. Upon the death of a Stockholder, the Corporation [shall (mandatory) / may (optional)] purchase, and the deceased Stockholder's estate shall sell, all of the deceased Stockholder's Stock at the Purchase Price determined under Section 5. To the extent the Corporation does not purchase all such Stock, the surviving Stockholders [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 Stockholder disputes the determination, by a third physician jointly selected by the Corporation's and the Stockholder'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 Stockholder, the Corporation and the other Stockholders shall have the option (and, if the parties so elect by completing the bracketed term, the obligation) to purchase the terminated Stockholder's Stock. 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) Bankruptcy, Divorce, Involuntary Transfer, Voluntary Withdrawal. Upon any such Triggering Event, the Corporation (first) and the other Stockholders (second) shall have the option to purchase all of the Affected Stockholder's Stock (or the Stock subject to the involuntary transfer or divorce award) at the Purchase Price determined under Section 5. A non-Stockholder spouse or transferee is bound only to the extent applicable law and an enforceable joinder or restriction so provide. Under 11 U.S.C. § 541(c)(1), nothing in this Agreement excludes the ownership interest from a bankruptcy estate, binds a bankruptcy trustee beyond applicable law, or limits a trustee's statutory powers.

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 Stockholders [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 Stock, 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 Stock, with the right to prepay without penalty.

5.4 Life-Insurance Funding

(a) The Corporation [and/or the Stockholders] may purchase and maintain life-insurance policies on the lives of the Stockholders 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 Stockholder's death, the proceeds shall be applied first to the Purchase Price for that Stockholder's Stock. Proceeds exceeding the Purchase Price shall belong to the Corporation.

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

6. VOTING AGREEMENT; BOARD; OFFICERS

6.1 Voting Agreement

Each Stockholder agrees to vote all Stock now or hereafter owned by such Stockholder, and to take all other action within such Stockholder's control (including executing written consents under the Act), so as to give effect to the provisions of this Section 6. This Section is a written agreement among the Stockholders under NRS 78.365(3). The Stockholders intend that, as expressly provided here and pursuant to NRS 78.365(4), this voting agreement be enforceable against any transferee of a Stockholder party who agrees in writing to be bound or who takes with actual knowledge or after conspicuous notation on the certificate or in the NRS 78.235 statement.

6.2 Board Composition

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

(b) Each Stockholder (or group of Stockholders) holding at least [____]% of the outstanding Stock shall be entitled to designate [one (1)] director, and the Stockholders shall vote their Stock to elect each such designee. A designating Stockholder may remove and replace its designee at any time, and the Stockholders shall vote accordingly.

(c) A vacancy created by a designated director shall be filled only by the Stockholder entitled to designate that director.

6.3 Officers

The Stockholders shall cause the Board to elect the following officers, who shall serve until removed in accordance with the Bylaws: [President / CEO: ____; Secretary: ____; Treasurer/CFO: ____].

6.4 Board Restriction / Management by Stockholders (Close Corporation Only)

If the Corporation is a close corporation, the Stockholders may, consistent with NRS 78A.070 and NRS 78A.090, restrict the discretion or powers of the Board, authorize director proxies or weighted voting, or operate without a Board (if the Articles of Incorporation so state), with management vested in the Stockholders. The matters so governed are: [____________]. To the extent the Board's discretion or powers are governed by this Agreement, liability is shifted to the persons in whom such discretion or power is vested, per NRS 78A.070(3).

7. DRAG-ALONG & TAG-ALONG RIGHTS

7.1 Drag-Along

If Stockholders holding at least [____]% of the outstanding Stock (the "Dragging Stockholders") approve a bona fide arm's-length sale of the Corporation (whether by sale of stock, merger, or sale of substantially all assets) to an unaffiliated third party, the Dragging Stockholders may require each other Stockholder to (a) vote all Stock in favor of the transaction, (b) sell the same proportion of Stock on the same per-share terms, and (c) execute reasonable transaction documents, provided that no Stockholder 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 Stockholders (the "Transferring Stockholders") propose to Transfer, in one transaction or a series, Stock representing more than [____]% of the outstanding Stock to a third party (other than a Permitted Transfer), each other Stockholder may elect to participate in the sale on the same terms, selling a pro rata portion of its Stock. The Transferring Stockholders shall give at least [twenty (20)] days' written notice of the proposed sale, and each electing Stockholder shall respond within [ten (10)] days.

8. PREEMPTIVE RIGHTS

8.1 Grant

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

8.2 Procedure

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

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 Stockholders holding at least [____]% of the outstanding Stock.

9. PROTECTIVE PROVISIONS / SUPERMAJORITY

Notwithstanding any contrary provision of the Bylaws, the Corporation shall not take any of the following actions without the approval of Stockholders holding at least [____]% of the outstanding Stock (or the unanimous consent where indicated):

(a) amending the Articles of Incorporation or Bylaws;

(b) issuing additional Stock 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) dissolving, liquidating, or filing for bankruptcy;

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

(g) entering into any transaction with a Stockholder, 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 parties may, consistent with NRS 78.320 and NRS 78.115, also establish greater quorum or voting requirements for stockholder or board action in the Articles of Incorporation or Bylaws.

10. INFORMATION RIGHTS

The Corporation shall deliver to each Stockholder: (a) annual financial statements within [one hundred twenty (120)] days after fiscal year-end; (b) quarterly unaudited statements within [forty-five (45)] days after each fiscal quarter; and (c) upon [five (5)] Business Days' notice, reasonable access during normal business hours to the books and records the Corporation is required to maintain, subject to a confidentiality undertaking and the stockholder-inspection provisions of NRS 78.105 and NRS 78.257. (If the Corporation is a close corporation, NRS 78A.040(3) also requires the Corporation to provide copies of the provisions restricting transfer or affecting voting rights upon written request, without charge.)

11. RESTRICTIVE COVENANTS

11.1 Non-Competition

During the period each Stockholder owns Stock and for [two (2)] years thereafter, no Stockholder who is also an employee, officer, or director shall, within [geographic area], directly or indirectly engage in or own an interest in any business that competes with the Corporation, except for passive ownership of less than [two percent (2%)] of a publicly traded company. The parties intend this covenant to comply with NRS 613.195.

11.2 Non-Solicitation

During the same period, no such Stockholder shall solicit (a) any employee or contractor of the Corporation to terminate their relationship, or (b) any customer or supplier with whom the Stockholder had business contact to cease or reduce business with the Corporation, subject to the limitations of NRS 613.195.

11.3 Confidentiality

Each Stockholder shall hold in confidence all Confidential Information of the Corporation and shall not use or disclose it except for the benefit of the Corporation, both during and after the period of stock ownership.

11.4 Remedies; Reformation

The Stockholders acknowledge that breach of this Section would cause irreparable harm and agree that the Corporation shall be entitled to injunctive relief in addition to other remedies. If any covenant is held overbroad, the parties request that the court revise/reform it to the extent necessary to make it reasonable and enforceable, consistent with NRS 613.195.

12. DEADLOCK RESOLUTION

12.1 Deadlock Defined

A "Deadlock" exists if the Board or the Stockholders 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 Stockholders 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 Stockholder (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 Stock to the Offeror at that price, or (b) to buy all of the Offeror's Stock 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 is in addition to, and not in lieu of, the parties' statutory rights. If the Corporation is a close corporation, NRS 78A.140 and NRS 78A.150 permit a court, on application, to appoint a custodian, receiver, or provisional director to break a deadlock, and NRS 78A.160 permits an articles-based stockholder option to dissolve.

13. CERTIFICATE LEGEND

Each certificate representing Stock (and any statement of information for uncertificated shares under NRS 78.235) shall bear the following conspicuous legend, satisfying NRS 78.242(3) and NRS 78.365(4) (and, if applicable, NRS 78A.040):

THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO A SHAREHOLDER AGREEMENT DATED [__/__/____], WHICH CONTAINS RESTRICTIONS ON TRANSFER (NRS 78.242), A STOCKHOLDER VOTING AGREEMENT (NRS 78.365), AND OTHER PROVISIONS GOVERNING THE CORPORATION AND ITS STOCK. A COPY IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH STOCK MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. THE STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED ABSENT REGISTRATION OR AN EXEMPTION THEREFROM.

A transfer restriction is enforceable against a transferee only if set out in the articles, noted conspicuously on the certificate or in the NRS 78.235 statement, or otherwise known to the transferee (NRS 78.242(3)); the voting agreement is enforceable against a transferee on the conditions in NRS 78.365(4).

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 of: (a) the written agreement of all Stockholders; (b) the dissolution, bankruptcy, or liquidation of the Corporation; (c) a single Stockholder coming to own all outstanding Stock; or (d) the closing of an initial public offering or listing of the Corporation's stock on a national securities exchange.

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 by Stockholders holding at least [____]% of the outstanding Stock (or, where it disproportionately and adversely affects a Stockholder, with that Stockholder's written consent). If the Corporation is a close corporation, amendment of a NRS 78A.070 stockholders' agreement requires the written approval of all Stockholders entitled to vote, unless the agreement provides otherwise (NRS 78A.070(6)).

15. DISPUTE RESOLUTION & GOVERNING LAW

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-laws principles, and the internal affairs of the Corporation are governed by the Act.

15.2 Mediation

Before commencing arbitration or litigation (other than for injunctive relief), the parties shall attempt in good faith to resolve any dispute through non-binding mediation administered by [mediation provider] in [County] County, Nevada.

15.3 Arbitration

Any dispute not resolved by mediation shall be finally resolved by binding arbitration administered by the [American Arbitration Association] under its Commercial Arbitration Rules, before [one (1) / three (3)] arbitrator(s), seated in [City], Nevada. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Forum; Injunctive Relief

Notwithstanding Section 15.3, any party may seek temporary or preliminary injunctive relief or specific performance (including to enforce Sections 3, 6, and 11) from the state or federal courts located in [County] County, Nevada (or the Nevada business court), to which the parties submit to jurisdiction and venue.

15.5 Attorneys' Fees

The prevailing party in any proceeding to enforce this Agreement is entitled to recover reasonable attorneys' fees and costs to the extent permitted by Nevada law.

15.6 Jury Trial Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT NOT SUBJECT TO ARBITRATION.

16. GENERAL PROVISIONS

16.1 Specific Performance

The parties agree that the Stock is unique, that monetary damages are inadequate for breach of this Agreement, and that the non-breaching parties are entitled to specific performance and injunctive relief.

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 and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. No Person shall acquire Stock unless such Person first executes a joinder agreeing to be bound by this Agreement.

16.5 Severability

If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

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

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

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], a Nevada corporation

By: [________________________________]

Name: [____________________]

Title: [____________________]

Date: [__/__/____]

THE STOCKHOLDERS:

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

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

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

18. SOURCES & REFERENCES

• Nevada Private Corporations Law, NRS Chapter 78.
• Nevada Close Corporations, NRS Chapter 78A (NRS 78A.020/78A.030 formation/election; NRS 78A.040 certificate legend; NRS 78A.050/78A.060 transfer restrictions/effect; NRS 78A.070/78A.080 stockholders' agreements; NRS 78A.090 operation without a board; NRS 78A.140–78A.160 custodian/receiver/provisional director and dissolution option).
• NRS 78.242 — Restrictions on transfer of stock and on amount of stock owned by person or group (articles, bylaws, or stockholder/corporation agreement; conspicuous-notation enforceability against transferees; permitted ROFO/mandatory-purchase/consent/designation restrictions).
• NRS 78.365 — Voting trusts (subsections 1–2, 15-year term) and agreements among stockholders to vote stock (subsections 3–4; transferee enforceability; subsection 5 former 15-year limit for pre-Oct. 1, 2021 voting agreements).
• NRS 78.235 — Stock certificates; statement of information for uncertificated shares.
• NRS 78.265 — Preemptive rights (only if granted in the articles).
• NRS 78.105, 78.257 — Corporate records; stockholder right of inspection.
• NRS 78.115, 78.320 — Board management; quorum/voting and stockholder action.
• NRS 613.195 — Noncompetition covenants (statutory limits; judicial reformation/blue-pencil).