[{"id":"80b2299f-ea4a-46fc-a9a9-0f3287bec84b","order":10,"text":"SHAREHOLDER AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"2369010a-1fd8-421c-91b5-9e0caeadacab","order":20,"text":"This Shareholder Agreement (this \"Agreement\") is entered into and made effective as of [eff_date_1] (the \"Effective Date\"), by and among [company_name_1], a corporation organized under the laws of the State of [company_state_1] (the \"Company\"), and each of the undersigned shareholders of the Company (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\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"23a9c3da-4719-4022-bb85-ae4d6590a77e","order":30,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"704ff73c-bf94-4c51-9d18-0b6970c1f549","order":40,"text":"WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [company_state_2], with its principal office located at [company_principal_office_1], and is classified as a [company_type_1] for U.S. federal income tax purposes;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e80810dc-0b87-4736-bcde-e2ece105b4b0","order":50,"text":"WHEREAS, the authorized capital stock of the Company consists of [auth_shares] shares of common stock, of which [issued_shares] shares are issued and outstanding as of the Effective Date, all of which are held by the Shareholders in the proportions set forth on Schedule A attached hereto and incorporated herein by reference;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fcfbb0a-5492-4f31-b57e-f0f4372a4d2f","order":60,"text":"WHEREAS, the Shareholders own all of the issued and outstanding capital stock of the Company and desire to enter into this Agreement to (i) provide for the orderly management and governance of the Company, (ii) establish certain restrictions, rights, and obligations with respect to the transfer of shares of the Company, (iii) establish preemptive rights, rights of first refusal, tag-along rights, and drag-along rights, (iv) provide for the resolution of deadlocks among the Shareholders, and (v) set forth certain other rights and obligations of the Parties; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47bd7048-534b-4dfb-ae5d-a76f1c8ed4dd","order":70,"text":"WHEREAS, the Parties intend that this Agreement supplement, and to the extent permitted by applicable law be construed in harmony with, the Company's certificate of incorporation and bylaws, and that, in the event of any conflict, the provisions of this Agreement shall control as between and among the Shareholders to the maximum extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"d045d697-872d-4b77-9af5-b4f2564262ed","order":80,"text":"NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3ded31e3-ddf2-44f4-aefb-6b38e077a96e","order":90,"text":"PARTIES","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"1532e8f9-4838-45a2-a0dd-46ebaa00c402","order":100,"text":"THE COMPANY: [company_name_8], a corporation organized under the laws of the State of [company_state_4], with its principal office located at [company_principal_office_2], classified as a [company_type_2] for U.S. federal income tax purposes, represented herein by [company_rep_name_party], acting in such party's capacity as [company_rep_title_party], duly authorized for the purposes hereof (the \"Company\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"f0474958-611d-4527-928b-4e9681c137be","order":110,"text":"THE SHAREHOLDERS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"007851b4-5d59-4174-bf80-60776c29151d","order":120,"text":"Shareholder 1: [sh1_name_party], an individual residing at [sh1_addr_party], holder of [sh1_shares_held] shares of [sh1_class] (representing approximately [sh1_pct]% of the issued and outstanding capital stock of the Company), acting in such party's capacity as [sh1_role];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efb3039d-4169-41d9-90b6-1ef824f95e48","order":130,"text":"Shareholder 2: [sh2_name_party], an individual residing at [sh2_addr_party], holder of [sh2_shares_held] shares of [sh2_class] (representing approximately [sh2_pct]% of the issued and outstanding capital stock of the Company), acting in such party's capacity as [sh2_role];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6bfb53d5-f4a1-4994-9c14-76414c4ea012","order":140,"text":"Shareholder 3: [sh3_name_party], an individual residing at [sh3_addr_party], holder of [sh3_shares_held] shares of [sh3_class] (representing approximately [sh3_pct]% of the issued and outstanding capital stock of the Company), acting in such party's capacity as [sh3_role];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="}]},{"id":"6aff843d-a233-412d-90e7-49af5af56cee","order":150,"text":"Shareholder 4: [sh4_name_party], an individual residing at [sh4_addr_party], holder of [sh4_shares_held] shares of [sh4_class] (representing approximately [sh4_pct]% of the issued and outstanding capital stock of the Company), acting in such party's capacity as [sh4_role];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="}]},{"id":"45b9ee2f-870e-4336-8ff2-e7add2a94239","order":160,"text":"Shareholder 5: [sh5_name_party], an individual residing at [sh5_addr_party], holder of [sh5_shares_held] shares of [sh5_class] (representing approximately [sh5_pct]% of the issued and outstanding capital stock of the Company), acting in such party's capacity as [sh5_role].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"66272c56-ed6d-4a96-96a9-b5bcd68c8f8f","order":170,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"15","sectionNum":"S01"},{"id":"af28171b-0ca6-4aba-b37a-bfe51e94d12a","order":180,"text":"Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth below. Other capitalized terms are defined where first used.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"591d79dc-8d47-4707-9d44-1010545fecb1","order":190,"text":"\"Affiliate\" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. \"Control\" (and its correlatives) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9a5a2e15-5739-4830-9d18-77610e7b1cb1","order":200,"text":"\"Board\" means the board of directors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fe522dac-d38b-430b-834f-6e1ddb7e6d98","order":210,"text":"\"Business Day\" means any day other than a Saturday, Sunday, or a day on which commercial banks in the State of [governing_law_1] are authorized or required by law to be closed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b37432fb-ea01-4a8d-8409-fe03573cf2b2","order":220,"text":"\"Encumbrance\" means any lien, pledge, security interest, charge, claim, encumbrance, mortgage, option, right of first refusal, right of first offer, preemptive right, voting trust, proxy, restriction, or other adverse claim of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1d1cdedb-7080-4b5e-8108-2b9f5683527e","order":230,"text":"\"Fair Market Value\" means, with respect to any Shares, the fair market value as determined in good faith by the Board; provided that, if a Shareholder objects in writing to the Board's determination within ten (10) Business Days following notice thereof, the Fair Market Value shall be determined by an independent, nationally recognized valuation firm jointly selected by the disputing Shareholder and the Board, the cost of which shall be borne equally by the Company and the disputing Shareholder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4f691a8e-bed1-4955-b572-b381bc3d304e","order":240,"text":"\"Founder\" means each Shareholder identified as a Founder on Schedule A.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"2aa4c12d-8dbd-4d1c-9708-e1d59d1ff3fe","order":250,"text":"\"Permitted Transferee\" means, with respect to any individual Shareholder: (a) such Shareholder's spouse, lineal descendants (including adopted children), or parents; (b) a trust established for the exclusive benefit of any of the foregoing Persons or such Shareholder; (c) any entity wholly owned and controlled by such Shareholder; and (d) such Shareholder's estate, executors, administrators, or testamentary trustees upon such Shareholder's death; provided, in each case, that the Permitted Transferee executes a joinder to this Agreement and agrees to be bound by all terms hereof as if originally a party hereto, and provided further that any such Transfer to a Permitted Transferee that is an S-Corp eligible shareholder shall not, by reason of such Transfer, cause the Company to lose its status as a small business corporation under Subchapter S of the Internal Revenue Code where applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5e99e7e3-4543-4932-9634-025c634535d7","order":260,"text":"\"Person\" means any natural person, partnership, limited partnership, limited liability company, corporation, association, trust, unincorporated organization, governmental authority, or other entity of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1cbe927f-6f40-4b5a-bfd3-7a016f066f79","order":270,"text":"\"Securities\" means (i) the Shares, (ii) any other equity securities of the Company now or hereafter authorized, issued, or outstanding, (iii) any securities convertible into or exercisable or exchangeable for any of the foregoing, and (iv) any options, warrants, or other rights to acquire any of the foregoing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a1c67240-ca1e-4c7a-919b-d5023b71aa0c","order":280,"text":"\"Shares\" means all shares of capital stock of the Company, of any class or series, now or hereafter held by a Shareholder, and shall include shares acquired by any means including by purchase, exercise of options or warrants, stock split, dividend, recapitalization, reclassification, or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"caba793c-b23f-4397-9487-f649b85fed8d","order":290,"text":"\"Transfer\" means any direct or indirect sale, assignment, exchange, transfer, conveyance, gift, bequest, devise, pledge, hypothecation, grant of a security interest, encumbrance, or other disposition, voluntarily or involuntarily, by operation of law or otherwise, in whole or in part. The terms \"Transferring,\" \"Transferred,\" and \"Transferee\" shall have correlative meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"651b10c7-453d-4ab6-b597-d3b2babb66d4","order":300,"text":"2. CORPORATE STATUS AND ORGANIZATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"7026517f-16d6-4cf6-9c6c-d4ef2af4d050","order":310,"text":"Corporate Type. The Company is organized and operated as a [company_type_3] for U.S. federal income tax purposes. The Shareholders acknowledge that the tax treatment, corporate formalities, and ongoing compliance requirements of the Company depend in part on the maintenance of such status, and each Shareholder covenants to take, or refrain from taking, such actions as may reasonably be required to preserve such status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9349acb9-ccad-43e8-9b2e-2272ef0f64a2","order":320,"text":"Preservation of S-Corporation Status. So long as the Company is treated as an S-Corporation under Subchapter S of the Internal Revenue Code, no Shareholder shall (a) Transfer any Shares to any Person that is not a permitted shareholder of an S-Corporation under Section 1361 of the Internal Revenue Code (including, without limitation, nonresident aliens, partnerships, corporations, or certain trusts not qualifying under Section 1361(c)(2)); (b) take any action that would cause the Company to exceed the maximum number of permitted shareholders under Section 1361(b)(1)(A); or (c) consent to or approve any election, transaction, or amendment that would terminate the Company's S-Corporation election, in each case without the prior written consent of all Shareholders. Any purported Transfer in violation of this Section shall be void ab initio and of no force or effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f0f744e0-be83-49df-9e58-8e24a9600649","value":"S-Corporation","type":"add","operator":"="}]},{"id":"ff8b6780-a497-4eca-970c-daeeac2c17f0","order":330,"text":"Bylaws and Charter. Each Shareholder shall vote all Shares owned or controlled by such Shareholder, and shall take all other reasonable actions within such Shareholder's power, to ensure that the Company's certificate of incorporation and bylaws do not, at any time, conflict with the provisions of this Agreement, and to cause any such conflict to be promptly resolved in favor of this Agreement to the extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"b157e595-424e-4016-a767-7778c25b7f56","order":340,"text":"3. CORPORATE GOVERNANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"adae8114-711d-4898-9650-7673f42c2ec4","order":350,"text":"Composition of the Board. The Board shall consist of [board_size_1] directors. Each Shareholder shall vote all Shares owned or controlled by such Shareholder, and shall take all other actions reasonably necessary, to elect the directors designated in accordance with Schedule B attached hereto, as the same may be amended from time to time by written agreement of the Shareholders. Each director shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78250646-706e-4ca6-adcf-fbee6ebd3c4f","order":360,"text":"Quorum and Voting. A quorum of the Board shall consist of not less than [quorum_dir] directors then in office. Except as otherwise provided in this Agreement, the certificate of incorporation, or the bylaws of the Company, all actions of the Board shall require the affirmative vote of a majority of the directors present at a duly convened meeting at which a quorum is present. Each director shall be entitled to one vote on each matter brought before the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9fdd3532-ec56-42a3-b579-7649f2933af1","order":370,"text":"Notice of Meetings. Written notice of each regular and special meeting of the Board shall be given to each director not less than [notice_days_meeting] Business Days prior to the date of such meeting, specifying the date, time, place (or means of participation), and agenda thereof. Notice may be waived in writing before, at, or after such meeting, and attendance at a meeting (other than for the express purpose of objecting to the lack of proper notice) shall constitute waiver of notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8474bb21-ee1a-4af9-ba88-cecaf0250d52","order":380,"text":"Supermajority Matters. Notwithstanding any other provision of this Agreement, the Company shall not, and the Shareholders shall cause the Company not to, take any of the following actions without the prior affirmative vote or written consent of Shareholders holding at least [supermajority_pct_1]% of the issued and outstanding voting Shares:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ff661260-4db4-4c09-88fb-7716f27f122c","order":390,"text":"(a) amend, modify, or repeal any provision of the Company's certificate of incorporation, bylaws, or this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ad118b63-1837-4d84-b378-0a70463fd748","order":400,"text":"(b) authorize, create, or issue any new class or series of Securities, or increase the number of authorized Shares of any existing class or series;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1aae23c4-eefe-40bd-8992-f2ad2968418e","order":410,"text":"(c) effect any merger, consolidation, share exchange, recapitalization, reorganization, conversion, or domestication of the Company, or sell, lease, license, or otherwise dispose of all or substantially all of the Company's assets in a single transaction or series of related transactions;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"aadfe87a-9042-4ae1-89f2-3884df1a0784","order":420,"text":"(d) commence or consent to the liquidation, dissolution, winding up, or bankruptcy of the Company, or appoint a receiver, trustee, custodian, or similar Person for the Company or any material part of its assets;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"bf133edf-919d-4025-a675-8a31df85f767","order":430,"text":"(e) declare or pay any dividend or other distribution (whether in cash, securities, or other property) on the Company's Shares, or redeem, repurchase, or otherwise acquire any Shares (other than from terminated service providers pursuant to existing equity arrangements);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"65ae3aac-f7b5-4c18-a2c2-9d99d58d68de","order":440,"text":"(f) incur indebtedness, or guarantee the indebtedness of any other Person, in an aggregate principal amount exceeding the threshold approved annually by the Board, or grant any Encumbrance on any material assets of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8b876243-76bc-4667-a089-0519119155a1","order":450,"text":"(g) enter into any transaction with a Shareholder, a director, an officer, or any Affiliate of any of the foregoing, other than on arm's-length terms approved by a majority of the disinterested directors;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1fe83a3b-3ac5-408a-af36-2b875444a495","order":460,"text":"(h) materially change the business, scope of operations, or strategic direction of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"993dc07a-730b-4a70-a42b-9dbc63301ce4","order":470,"text":"(i) hire, terminate, or materially modify the compensation of any executive officer of the Company; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f4b70811-7f7c-49bd-a845-2b48e783be62","order":480,"text":"(j) adopt or materially amend the Company's annual budget or business plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"935f17c2-fe6a-4a33-b8d2-b00371ae6ccb","order":490,"text":"Observer Rights. The Shareholders may, by majority vote, designate one or more non-voting observers to attend meetings of the Board, subject to customary confidentiality undertakings and exclusion from portions of meetings involving privileged communications or matters in which an observer has a material conflict of interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa828785-5f32-4fb0-ae16-59bc3264670e","order":500,"text":"Officers. The officers of the Company shall be appointed and removed by the Board. The compensation of executive officers shall be subject to the supermajority approval requirements set forth in this Agreement(i).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"874357ee-2092-4438-817a-1aad19ccf4b3","order":510,"text":"4. INFORMATION RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"6b31547c-5bd4-43c5-a450-7ef6feefb52c","order":520,"text":"Financial Statements. The Company shall deliver to each Shareholder: (a) within ninety (90) days following the end of each fiscal year, audited (or, if not audited, then reviewed by an independent certified public accountant) annual financial statements prepared in accordance with U.S. generally accepted accounting principles consistently applied (\"GAAP\"); and (b) within forty-five (45) days following the end of each fiscal quarter, unaudited quarterly financial statements prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c12ebe07-a6b5-4351-95bd-8694313852bd","order":530,"text":"Annual Budget. At least thirty (30) days prior to the start of each fiscal year, the Company shall deliver to each Shareholder a detailed annual operating and capital budget, together with the related business plan, for the upcoming fiscal year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55913913-ee20-4be4-8bb3-1b88efaddcfb","order":540,"text":"Inspection Rights. Each Shareholder shall have the right, upon not less than ten (10) Business Days' prior written notice and during normal business hours, to inspect and copy the books and records of the Company (other than privileged or competitively sensitive materials), and to discuss the Company's affairs with its officers and independent accountants, in each case for a proper purpose and subject to customary confidentiality undertakings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d6dda76-3856-4523-92b9-cb913c5493a6","order":550,"text":"Tax Information. The Company shall furnish each Shareholder, as soon as reasonably practicable after the end of each fiscal year, all information reasonably required by such Shareholder for the preparation of such Shareholder's federal, state, and local income tax returns, including any Schedule K-1 (where applicable).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"6c90702d-ecf8-4dfb-9001-50db218e0fb1","order":560,"text":"5. RESTRICTIONS ON TRANSFER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"e30f5f5c-dc1b-48e5-9e4b-279a5edbfde8","order":570,"text":"General Prohibition. No Shareholder shall Transfer all or any portion of such Shareholder's Shares, and the Company shall not register any such Transfer on its books and records, except in strict compliance with this Agreement, all applicable securities laws, and the Company's certificate of incorporation and bylaws. Any purported Transfer in violation of this Agreement shall be null and void ab initio and shall not be recognized by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08694f73-34b0-4aea-8574-aa1cc7ea13ba","order":580,"text":"Lock-Up Period. For a period of [lockup_years] year(s) following the Effective Date (the \"Lock-Up Period\"), no Shareholder shall Transfer any Shares except (a) to a Permitted Transferee, (b) with the prior written consent of Shareholders holding at least [supermajority_pct_2]% of the issued and outstanding voting Shares, or (c) pursuant to a drag-along Transfer effected in accordance with Section 8 below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4cd41e33-cb99-4e00-8369-12e378ca49f3","order":590,"text":"Permitted Transfers. Subject to this Agreement (Preservation of S-Corporation Status) where applicable, and the requirement that any transferee execute a joinder substantially in the form of Exhibit A hereto, the following Transfers (each, a \"Permitted Transfer\") shall not be subject to Sections 5.2, 6 (ROFR), or 7 (Preemptive Rights): (a) Transfers to a Permitted Transferee; (b) Transfers approved unanimously in writing by the Shareholders; (c) Transfers made pursuant to a drag-along under Section 8; and (d) Transfers required to be effected by operation of law upon the death, disability, divorce, or bankruptcy of a Shareholder, subject to compliance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bbfe90f-f5fb-4645-9d90-01de2873f847","order":600,"text":"Involuntary Transfers. Upon the death, disability, divorce, bankruptcy, dissolution, or other involuntary Transfer event affecting any Shareholder, the Company shall have the option (but not the obligation), exercisable within ninety (90) days after the Company receives notice of such event, to redeem all or any portion of the affected Shareholder's Shares at Fair Market Value, payable in cash or, at the Company's option, by promissory note bearing interest at the then-current applicable federal mid-term rate, payable in equal annual installments over a period not to exceed five (5) years.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99748168-e9e7-41cd-bd95-31c32a33618a","order":610,"text":"Legend. Each certificate (or book-entry notation) representing Shares shall bear a legend substantially in the following form: \"THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY UPON REQUEST. SUCH AGREEMENT CONTAINS, AMONG OTHER THINGS, RESTRICTIONS ON THE TRANSFER OF THE SHARES, RIGHTS OF FIRST REFUSAL, PREEMPTIVE RIGHTS, TAG-ALONG RIGHTS, AND DRAG-ALONG RIGHTS. ANY TRANSFER IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"87178de1-f0c5-4931-afb5-f1c5a914f2d1","order":620,"text":"6. RIGHT OF FIRST REFUSAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}],"sectionNum":"S06"},{"id":"1d3d617e-c3fd-4af0-9b0a-09d3282d57d3","order":630,"text":"Offer Notice. If, following the Lock-Up Period, any Shareholder (the \"Transferring Shareholder\") receives a bona fide written offer from a third party (the \"Third-Party Offer\") to acquire any of such Shareholder's Shares (the \"Offered Shares\") and desires to accept such Third-Party Offer, the Transferring Shareholder shall first deliver a written notice (the \"Offer Notice\") to the Company and each other Shareholder (the \"Other Shareholders\"), specifying (a) the number, class, and series of the Offered Shares, (b) the cash price per Share and all other material terms and conditions of the Third-Party Offer, (c) the identity of the proposed transferee and its Affiliates, and (d) a copy of the Third-Party Offer (or, if no written offer exists, a summary of the material terms).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}]},{"id":"3adc7037-be46-41a1-b124-d312d40f5893","order":640,"text":"Company Option. The Company shall have the right, exercisable by written notice delivered to the Transferring Shareholder within [rofr_response_days] days after receipt of the Offer Notice (the \"Company ROFR Period\"), to purchase all (but not less than all, except to the extent the Other Shareholders elect to purchase the balance pursuant to this Agreement) of the Offered Shares on the same terms and conditions as set forth in the Third-Party Offer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}]},{"id":"8c9ef552-87c1-43b3-995b-8721b8ecc7ce","order":650,"text":"Shareholder Option. If the Company does not elect to purchase all of the Offered Shares within the Company ROFR Period, each Other Shareholder shall have the right, exercisable by written notice delivered to the Transferring Shareholder within [rofr_response_days_2] days after the expiration of the Company ROFR Period, to purchase its pro rata share (based on the relative Share holdings of all Other Shareholders electing to participate) of the Offered Shares not purchased by the Company, on the same terms and conditions as set forth in the Third-Party Offer. If any Other Shareholder elects not to purchase its full pro rata share, the remaining Offered Shares shall be reoffered, on the same terms, to the participating Other Shareholders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}]},{"id":"04f2c49b-a523-45cf-9e82-67a0501f7330","order":660,"text":"Closing. The closing of any purchase by the Company or the Other Shareholders pursuant to this Section 6 shall take place within [rofr_close_days] days following the exercise of the right. At the closing, the Transferring Shareholder shall deliver the Offered Shares, free and clear of any Encumbrances, against payment of the purchase price.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}]},{"id":"401db275-956b-4e7a-aee0-9d2b03387014","order":670,"text":"Sale to Third Party. If neither the Company nor any Other Shareholder elects to purchase all of the Offered Shares within the applicable periods, the Transferring Shareholder shall be free, for a period of sixty (60) days following the expiration of the last applicable election period, to sell all (but not less than all) of the Offered Shares to the third-party offeror identified in the Offer Notice, at a price not less than, and on terms no more favorable to the third-party offeror than, those set forth in the Offer Notice. If such sale is not consummated within such 60-day period, the Offered Shares shall again become subject to the provisions of this Section 6.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"e1540432-4eac-4fd9-aac4-c1a959753287","value":"yes","type":"add","operator":"="}]},{"id":"1cc0cc8c-6424-4351-b04e-91a2401c1e63","order":680,"text":"7. PREEMPTIVE RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"f22f6abc-72e5-481c-8905-84542ebd3aa0","order":690,"text":"Right to Participate. If at any time after the Effective Date the Company proposes to issue or sell any New Securities (as defined below), each Shareholder shall have the right (but not the obligation) to purchase, on the same terms and conditions and at the same price as such New Securities are proposed to be issued, up to such Shareholder's pro rata share of such New Securities. A Shareholder's \"pro rata share\" shall equal the ratio of (i) the number of Shares held by such Shareholder immediately prior to the issuance, on a fully diluted, as-converted basis, to (ii) the total number of Shares outstanding immediately prior to the issuance, on a fully diluted, as-converted basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64485d45-7b3a-4af8-a821-6ca196f84606","order":700,"text":"Issuance Notice. The Company shall deliver written notice (the \"Issuance Notice\") to each Shareholder, specifying (a) the type, class, and number of New Securities proposed to be issued, (b) the price per security and all other material terms and conditions of the proposed issuance, and (c) the identity of the proposed purchasers, to the extent known. Each Shareholder shall have [preempt_response_days] days following receipt of the Issuance Notice to elect to exercise such Shareholder's preemptive rights by delivering written notice to the Company specifying the number of New Securities such Shareholder elects to purchase (which may be all or less than its pro rata share).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a00c073-6545-4604-a421-742f6817bd04","order":710,"text":"Closing. The closing of any purchase pursuant to this Section 7 shall take place concurrently with the closing of the issuance to which the preemptive rights relate, or, if later, within [preempt_close_days] days following the exercise of the right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"429c1937-3737-47fa-910c-cae2d07f2260","order":720,"text":"Sale to Third Parties. If a Shareholder elects not to purchase, or fails to timely elect to purchase, its full pro rata share of the New Securities, the Company shall be free, for a period of one hundred twenty (120) days, to sell such unsubscribed New Securities to one or more third parties (or to other Shareholders who have indicated a willingness to purchase in excess of their pro rata share) at a price not less than, and on terms no more favorable to such purchaser than, those set forth in the Issuance Notice. After such 120-day period, the procedures of this Section 7 shall again apply to any further issuance of New Securities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18656c10-d08e-46c6-98c4-f452fef62bd9","order":730,"text":"Excluded Issuances. The preemptive rights set forth in this Section 7 shall not apply to: (a) issuances of Shares (or options or rights to purchase Shares) to officers, directors, employees, consultants, or advisors of the Company pursuant to an equity incentive plan approved by the Board; (b) issuances of Shares upon conversion or exercise of convertible securities, options, or warrants outstanding as of the Effective Date or thereafter issued in compliance with this Agreement; (c) issuances of Shares in connection with a bona fide stock split, stock dividend, or recapitalization affecting all Shareholders pro rata; (d) issuances of Shares as consideration in a bona fide acquisition transaction approved by the Board; and (e) issuances of Shares to lenders, lessors, or strategic partners in connection with a bona fide commercial transaction approved by the Board, not for the primary purpose of capital raising.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aecaeffa-b49f-4643-9efe-92d151b6b0bd","order":740,"text":"\"New Securities\" Defined. \"New Securities\" means any Securities of the Company issued or sold after the Effective Date, other than the Excluded Issuances described in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"87f72246-5f71-4bd1-a274-e0dd0e0810bd","order":750,"text":"8. TAG-ALONG RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"59e6a7b8-a88d-4725-b3ab-a31245c5eff5","order":760,"text":"Tag-Along Trigger. If, in any transaction or series of related transactions, one or more Shareholders (each, a \"Selling Shareholder\") propose to Transfer, in the aggregate, Shares representing more than twenty-five percent (25%) of the then-issued and outstanding voting Shares to a third party (or group of third parties acting in concert) (a \"Proposed Sale\"), the Selling Shareholders shall deliver written notice (the \"Tag-Along Notice\") to the Company and each non-selling Shareholder (each, a \"Tag-Along Shareholder\") at least [tag_response_days] days prior to the closing of the Proposed Sale, specifying the material terms of the Proposed Sale, including the identity of the proposed transferee, the number of Shares to be Transferred, the price per Share, and all other material consideration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f22872fb-2434-488c-a865-2c756159e8c9","order":770,"text":"Right to Participate. Each Tag-Along Shareholder shall have the right, exercisable by written notice to the Selling Shareholders within [tag_response_days_2] days following receipt of the Tag-Along Notice, to participate in the Proposed Sale by selling, on the same terms and conditions and at the same price per Share as the Selling Shareholders, up to such Tag-Along Shareholder's pro rata portion of the Shares being Transferred. For purposes of this Section, a Tag-Along Shareholder's \"pro rata portion\" equals (i) the total number of Shares being Transferred in the Proposed Sale, multiplied by (ii) a fraction the numerator of which is the number of Shares held by such Tag-Along Shareholder and the denominator of which is the total number of Shares held by the Selling Shareholders and all participating Tag-Along Shareholders, immediately prior to the Proposed Sale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a562a862-187c-4df4-8cd7-5ac24cf8a49e","order":780,"text":"Conditions to Participation. A Tag-Along Shareholder's participation in the Proposed Sale shall be on substantially the same terms as the Selling Shareholders, including with respect to representations, warranties (limited to title, authority, no conflicts, and ownership free of Encumbrances), indemnification (on a several, not joint, basis, with each participating Shareholder's indemnity liability capped at the proceeds actually received by such Shareholder in the Proposed Sale, except for fraud and willful misconduct), and any holdback or escrow arrangements (allocated pro rata). No Tag-Along Shareholder shall be required to make any non-compete or non-solicit covenant other than such as are no broader than the corresponding covenants such Tag-Along Shareholder has expressly agreed to in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c88fecb0-dd58-4192-823d-bb99947a54ee","order":790,"text":"Effect of Non-Compliance. No Selling Shareholder may consummate a Proposed Sale unless the rights of the Tag-Along Shareholders set forth in this Section 8 have been complied with in all material respects. Any purported Transfer in violation of this Section 8 shall be void ab initio.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1fdcdeee-025a-4395-ae97-9784070964c8","order":800,"text":"9. DRAG-ALONG RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"77a990cc-2d07-4542-a2f8-c63fab7572a4","order":810,"text":"Drag-Along Trigger. If, at any time, Shareholders holding at least [drag_threshold_pct]% of the issued and outstanding voting Shares (the \"Dragging Shareholders\") (a) approve a bona fide, arm's-length sale of the Company, whether structured as (i) a sale of all or substantially all of the Company's assets, (ii) a merger, consolidation, or share exchange, (iii) a sale of all (or such number as is necessary to effect a change of control) of the issued and outstanding Shares of the Company, or (iv) any other transaction having a similar effect, in each case to a third party that is not an Affiliate of any Dragging Shareholder (each, a \"Drag-Along Sale\"), and (b) deliver written notice (the \"Drag-Along Notice\") to the Company and each non-dragging Shareholder (each, a \"Dragged Shareholder\") not less than [drag_notice_days] days prior to the closing of such Drag-Along Sale, then each Dragged Shareholder shall be obligated to participate in the Drag-Along Sale on the terms and subject to the conditions set forth in this Section 9.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ca26949-3041-4637-91a8-04528f4f95dd","order":820,"text":"Obligations of Dragged Shareholders. In connection with a Drag-Along Sale, each Dragged Shareholder shall: (a) sell or otherwise Transfer all of such Dragged Shareholder's Shares (or such proportionate number as is required to consummate the Drag-Along Sale) on the same terms and conditions as the Dragging Shareholders; (b) vote, in person or by proxy, all Shares held or controlled by such Dragged Shareholder in favor of the Drag-Along Sale and any related transactions, and against any proposal that would frustrate, delay, or impede the Drag-Along Sale; (c) waive any appraisal, dissenters', or similar rights; (d) execute and deliver such customary documents, agreements, certificates, and instruments as the Dragging Shareholders or the acquiror reasonably request to effect the Drag-Along Sale; and (e) bear its pro rata share (based on relative proceeds received) of any reasonable and customary transaction expenses and any indemnification obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc9504e2-eec3-4c73-b420-0d47845fc05d","order":830,"text":"Conditions. The obligations of the Dragged Shareholders under this Section 9 are subject to the following conditions: (a) each Dragged Shareholder shall receive the same form and amount of consideration per Share as the Dragging Shareholders (or, in the case of multiple classes of Shares, the per-Share consideration allocable to each class as determined in accordance with the certificate of incorporation); (b) the representations and warranties required of each Dragged Shareholder shall be limited to such Shareholder's title to its Shares, due authorization and execution, no conflicts, and ownership free of Encumbrances; (c) the indemnification obligations of any Dragged Shareholder shall be several (not joint), shall be limited to such Shareholder's pro rata share of any aggregate indemnity, and (other than for breaches of the representations described in clause (b) and for fraud or willful misconduct) shall not exceed the cash proceeds actually received by such Shareholder in the Drag-Along Sale; and (d) no Dragged Shareholder shall be required to make a non-compete or non-solicit covenant other than such as is no broader than the corresponding covenants such Dragged Shareholder has expressly agreed to in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"346b5657-c4f9-4c81-9381-5a2a084b17b2","order":840,"text":"Power of Attorney. Each Dragged Shareholder hereby irrevocably constitutes and appoints the Dragging Shareholders' representative (or such other Person as the Dragging Shareholders may designate in writing) as such Shareholder's true and lawful attorney-in-fact, with full power of substitution, to execute and deliver, in such Shareholder's name and on its behalf, any documents reasonably necessary to consummate the Drag-Along Sale in accordance with this Section 9. The foregoing power of attorney is coupled with an interest and is irrevocable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"236da91d-8028-4d4d-97a5-48def2d031e2","order":850,"text":"10. VESTING OF FOUNDER SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}],"sectionNum":"S10"},{"id":"bbbb34fa-9c3b-4863-8239-1c84804bf4d6","order":860,"text":"Reverse Vesting. Notwithstanding that the Shares held by each Founder as of the Effective Date are issued and outstanding, such Shares shall be subject to a vesting schedule pursuant to which the Company shall have the right (but not the obligation) to repurchase Unvested Shares (as defined below) from a Founder upon termination of such Founder's service relationship with the Company, in accordance with this Section 10. The number of Shares subject to vesting and the commencement date thereof shall be set forth on Schedule C attached hereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"992f4770-a898-4011-a3d6-aeddbca930fa","order":870,"text":"Vesting Schedule. The Shares of each Founder shall vest over a period of [vesting_total_years_1] year(s), with a cliff of [vesting_cliff_months_1] month(s) commencing on the vesting commencement date set forth on Schedule C (the \"Vesting Commencement Date\"). Specifically, twenty-five percent (25%) of the Founder's Shares shall vest on the first anniversary of the Vesting Commencement Date (or such other cliff date as is set forth on Schedule C), and the remaining seventy-five percent (75%) shall vest in equal monthly installments over the [vesting_total_years_2]-year vesting period, such that all of the Founder's Shares shall be fully vested upon the [vesting_cliff_months_2]-month anniversary of the Vesting Commencement Date (subject to acceleration as provided herein).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"c8e30a5c-e8f1-49b7-bc76-259137b5ead3","order":880,"text":"Repurchase Right. If a Founder's service relationship with the Company is terminated for any reason (including resignation, termination, death, or disability) prior to the vesting of all of such Founder's Shares, the Company shall have the right (but not the obligation), exercisable within ninety (90) days following such termination, to repurchase all or any portion of such Founder's Unvested Shares at a per-Share price equal to the lesser of (a) the original price per Share paid by the Founder for such Unvested Shares (or, in the case of Shares received for services, the par value thereof), and (b) the Fair Market Value of such Unvested Shares, payable in cash or by promissory note bearing interest at the then-current applicable federal mid-term rate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"09207115-1d86-4fb7-a194-4017c16b0155","order":890,"text":"Acceleration. Notwithstanding the foregoing, if a Founder is involuntarily terminated by the Company without Cause (as defined in such Founder's employment or service agreement, or, absent such definition, as determined in good faith by the Board), or resigns for Good Reason (as similarly defined), in each case within twelve (12) months following a Change of Control of the Company, then one hundred percent (100%) of such Founder's then-Unvested Shares shall immediately vest in full (\"double-trigger acceleration\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"e481e698-dc19-4e46-a73c-9fe989998ba5","order":900,"text":"Unvested Shares; Voting and Dividends. Unless and until repurchased by the Company pursuant to this Agreement, Unvested Shares shall remain issued and outstanding, shall be entitled to vote, and shall participate in dividends and distributions, in each case pari passu with vested Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"9f74415b-a929-4fef-9c4e-78aecb931cca","order":910,"text":"\"Unvested Shares\" Defined. \"Unvested Shares\" means, with respect to any Founder, the Shares held by such Founder that have not yet vested in accordance with the vesting schedule set forth in this Agreement or the related schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"9822bb1f-3a64-4d03-8305-dab73323149e","order":920,"text":"11. RESOLUTION OF DEADLOCKS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"7e3c6807-0b29-4452-bca6-ad8333ca9874","order":930,"text":"Deadlock Defined. A \"Deadlock\" shall be deemed to exist if, on any matter requiring Shareholder approval (whether by majority or supermajority vote), the Shareholders are unable to reach the requisite approval within thirty (30) days after the matter is first presented for a vote, and such inability to reach approval would, in the reasonable judgment of any Shareholder, have a material adverse effect on the Company or its operations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5dd15ae-32f0-4e2c-a19f-bc1e59416425","order":940,"text":"Mediation. Upon the existence of a Deadlock, the Shareholders shall first attempt to resolve the Deadlock through good-faith negotiations among the chief executives or principal representatives of the Shareholders for a period of [deadlock_mediation_days] days following written notice of the Deadlock from any Shareholder. If such negotiations are unsuccessful, the Shareholders shall, before resorting to the buy-out procedures set forth below, engage in non-binding mediation under the auspices of JAMS (or, if JAMS is unavailable, the American Arbitration Association), with a single mediator mutually selected by the Shareholders, for a period not to exceed forty-five (45) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1229068a-fc00-46d0-b784-a791d02a5013","order":950,"text":"Buy-Sell (Texas Shoot-Out). If a Deadlock remains unresolved following mediation, any Shareholder (the \"Offering Shareholder\") may initiate a buy-sell procedure by delivering written notice (the \"Buy-Sell Notice\") to the other Shareholders (the \"Receiving Shareholders\"), specifying a price per Share at which the Offering Shareholder is willing either to (a) sell all of its Shares to the Receiving Shareholders, or (b) purchase all of the Receiving Shareholders' Shares. Within thirty (30) days following receipt of the Buy-Sell Notice, the Receiving Shareholders shall elect, by written notice to the Offering Shareholder, either to (i) collectively purchase all of the Offering Shareholder's Shares at such price (in which case the Receiving Shareholders shall participate pro rata, or in such other proportion as they may unanimously agree), or (ii) collectively sell all of their Shares to the Offering Shareholder at such price. Failure of the Receiving Shareholders to make an election within such 30-day period shall be deemed an election to sell their Shares to the Offering Shareholder. Closing shall occur within sixty (60) days after the election (or deemed election).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84664c2f-1b52-43a3-9d3b-c4eed68b8f3f","order":960,"text":"Specific Performance. Each Shareholder acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Section 11, and that the non-breaching Parties shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, without the necessity of proving actual damages or posting bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"01099db2-2b2e-4b9c-8802-33bce11c1b92","order":970,"text":"12. NON-COMPETITION AND NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"ba55e6a0-9490-4d0b-bcbc-0d3f9f9bf986","value":"yes","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"26057ff4-5eec-443b-a095-70c126583c38","order":980,"text":"Non-Competition. Each Shareholder agrees that, during the period commencing on the Effective Date and ending on the later of (a) [noncompete_years_1] year(s) following the Effective Date and (b) [noncompete_years_2] year(s) following the date on which such Shareholder ceases to hold any Shares or to provide services to the Company (the \"Restricted Period\"), such Shareholder shall not, directly or indirectly, anywhere within the geographic area of [noncompete_geo] (the \"Restricted Territory\"), engage in, own (other than a passive ownership interest of less than 2% in any publicly traded company), manage, control, operate, finance, invest in (other than as a passive limited partner in a venture capital or private equity fund that invests in a competing business without such Shareholder having any operational role), participate in, advise, consult for, or otherwise be connected with any business that is engaged in any business that is competitive with the business of the Company as conducted or as proposed in good faith to be conducted as of the Effective Date or as of the date such Shareholder ceases to hold Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ba55e6a0-9490-4d0b-bcbc-0d3f9f9bf986","value":"yes","type":"add","operator":"="}]},{"id":"ddc8f9de-a452-4b60-b3b1-e002e18b548c","order":990,"text":"Non-Solicitation of Employees. During the Restricted Period and for [nonsolicit_years_1] year(s) thereafter, each Shareholder shall not, directly or indirectly, (a) solicit, recruit, induce, or attempt to solicit, recruit, or induce any employee, consultant, or independent contractor of the Company to terminate his or her employment or engagement with the Company, or (b) hire or engage any such Person, or any Person who was an employee, consultant, or independent contractor of the Company at any time during the twelve (12) months prior to such hiring or engagement; provided, however, that general solicitations not specifically targeted at such Persons (such as bona fide newspaper or online advertisements) shall not be deemed a violation of this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ba55e6a0-9490-4d0b-bcbc-0d3f9f9bf986","value":"yes","type":"add","operator":"="}]},{"id":"de155989-2dc9-4fd7-b4b3-def1d1217552","order":1000,"text":"Non-Solicitation of Customers. During the Restricted Period and for [nonsolicit_years_2] year(s) thereafter, each Shareholder shall not, directly or indirectly, solicit, divert, or accept business from any customer, supplier, vendor, licensee, or other business relation of the Company with whom such Shareholder had material contact, or about whom such Shareholder learned confidential information, during such Shareholder's affiliation with the Company, for the purpose of providing products or services competitive with those offered by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ba55e6a0-9490-4d0b-bcbc-0d3f9f9bf986","value":"yes","type":"add","operator":"="}]},{"id":"fe63e232-40f2-4af2-b20c-a9c075bb7012","order":1010,"text":"Reasonableness; Reformation. Each Shareholder acknowledges that the restrictions set forth in this Section 12 are reasonable in scope, duration, and geographic area, and are necessary to protect the legitimate business interests, goodwill, and confidential information of the Company. If, however, any court of competent jurisdiction determines that any provision of this Section 12 is unenforceable as written, such court is authorized and directed to modify and reform such provision to the minimum extent necessary to render it enforceable, and to enforce such provision as so modified. The covenants in this Section 12 shall be construed as a series of separate covenants, one for each county, state, and country in the Restricted Territory.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"ba55e6a0-9490-4d0b-bcbc-0d3f9f9bf986","value":"yes","type":"add","operator":"="}]},{"id":"a76ad1fc-f2da-4373-bda7-0766dd2e9fa0","order":1020,"text":"13. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}],"sectionNum":"S13"},{"id":"6e8edb21-b6e7-4c3c-9f26-fdd8083a9811","order":1030,"text":"Confidentiality Obligation. Each Shareholder acknowledges that, by reason of such Shareholder's relationship with the Company, such Shareholder has had and will continue to have access to confidential and proprietary information of the Company, including without limitation business plans, strategies, financial information, customer and supplier lists, pricing, trade secrets, know-how, source code, algorithms, designs, formulas, processes, and any other information designated as confidential by the Company or that a reasonable person would understand to be confidential under the circumstances (collectively, \"Confidential Information\"). Each Shareholder shall hold all Confidential Information in strict confidence, shall not use it for any purpose other than for the benefit of the Company, and shall not disclose it to any Person except as required for the proper performance of such Shareholder's duties (if any) to the Company or as required by applicable law, in which case such Shareholder shall give the Company prompt prior notice and cooperate, at the Company's expense, in seeking a protective order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"ff3251a3-2216-4206-a893-3b4047dee815","order":1040,"text":"Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Section by such Shareholder, (b) was rightfully in such Shareholder's possession prior to disclosure by the Company without an obligation of confidence, (c) is rightfully received by such Shareholder from a third party not under an obligation of confidence with respect thereto, or (d) is independently developed by such Shareholder without use of or reference to the Company's Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"dc3ba8c0-ffd0-4f13-8aee-dfb3f1bdf6c9","order":1050,"text":"Return of Confidential Information. Upon ceasing to be a Shareholder, or at any time upon the Company's written request, each Shareholder shall promptly return or destroy (and certify such destruction in writing) all Confidential Information in such Shareholder's possession or control, except for one (1) archival copy that may be retained solely for legal-compliance purposes, subject to a continuing duty of confidentiality.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"6ce43d63-89eb-4b20-ad62-376dbbadf895","order":1060,"text":"Survival. The obligations under this Section 13 shall continue indefinitely with respect to trade secrets (so long as they remain trade secrets under applicable law) and for a period of five (5) years following the date a Shareholder ceases to hold Shares with respect to all other Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"4e8968f2-4e0f-4453-b6bf-61819f9bb8e2","order":1070,"text":"14. INTELLECTUAL PROPERTY ASSIGNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}],"sectionNum":"S14"},{"id":"013ec1cc-243e-4a0c-9d30-4686eebd6db0","order":1080,"text":"Assignment of Inventions. Each Shareholder hereby irrevocably assigns to the Company, and agrees to assign, transfer, and convey to the Company, such Shareholder's entire right, title, and interest in and to all inventions, discoveries, developments, improvements, works of authorship, software, processes, methods, algorithms, data, designs, trademarks, trade dress, copyrights, mask works, trade secrets, and any other intellectual property of any kind, whether or not patentable, copyrightable, or otherwise protectable (collectively, \"Inventions\"), conceived, created, developed, reduced to practice, or otherwise made by such Shareholder, alone or with others, during such Shareholder's affiliation with the Company, in each case to the extent such Inventions (a) relate to the business of the Company as then conducted or as proposed in good faith to be conducted, (b) are developed using Company resources, facilities, or Confidential Information, or (c) result, in whole or in part, from work performed for or on behalf of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"e5a8fd30-e8df-40f3-8340-73c9c0684e06","order":1090,"text":"Works Made for Hire; Moral Rights. To the extent any such Inventions constitute copyrightable subject matter, they shall be deemed \"works made for hire\" under the U.S. Copyright Act, and to the extent any such Inventions do not so qualify, the assignment in this Agreement shall apply. Each Shareholder hereby waives, and agrees never to assert, any and all so-called \"moral rights\" of authors, droit moral, or similar rights of attribution and integrity with respect to such Inventions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"43d6fb45-36c0-4de5-bb91-e4a75c3a8536","order":1100,"text":"Further Assurances. Each Shareholder shall, at the Company's expense and request, execute and deliver such further documents, assignments, declarations, oaths, and instruments, and take such further actions, as the Company may reasonably request to perfect, evidence, register, prosecute, maintain, or enforce the Company's right, title, and interest in and to the Inventions, including the filing of patent, copyright, trademark, and similar applications and registrations throughout the world. If the Company is unable, after reasonable effort, to secure a Shareholder's signature for any such purpose, such Shareholder hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Shareholder's agent and attorney-in-fact to act for and on such Shareholder's behalf to execute and file any such document and to do all other lawfully permitted acts to further the foregoing purposes, which power of attorney is coupled with an interest and is irrevocable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"920f3588-f70f-4534-84de-05a4a07e395a","order":1110,"text":"Prior Inventions; Excluded Inventions. Each Shareholder represents that, except as set forth in a written disclosure delivered to the Company on or before the Effective Date, there are no inventions, works of authorship, or intellectual property of any kind owned by such Shareholder and conceived, developed, or reduced to practice prior to the Effective Date that are or may be used in the business of the Company. Any such prior inventions disclosed in writing shall not be assigned to the Company under this Section 14, but such Shareholder hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, non-exclusive license (with the right to grant and authorize sublicenses through multiple tiers) to use, reproduce, modify, distribute, and otherwise exploit such prior inventions to the extent incorporated into or used in connection with any product, service, or Invention of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"1b66da82-56e5-40f6-a14c-7e42aa1dc598","value":"yes","type":"add","operator":"="}]},{"id":"e8a6965f-324d-4798-bac2-ecec095f9a10","order":1120,"text":"15. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"15352507-a0eb-476f-b839-c613dd9e17a7","order":1130,"text":"Each Shareholder, severally and not jointly, represents and warrants to the Company and to each other Shareholder as of the Effective Date that: (a) such Shareholder has full legal capacity, power, and authority to execute, deliver, and perform this Agreement; (b) this Agreement constitutes such Shareholder's valid and legally binding obligation, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity; (c) the execution, delivery, and performance of this Agreement by such Shareholder do not and will not violate any agreement, instrument, judgment, order, or law to which such Shareholder is a party or by which such Shareholder is bound; (d) such Shareholder is the sole record and beneficial owner of the Shares set forth opposite such Shareholder's name on Schedule A, free and clear of all Encumbrances other than those created by this Agreement; and (e) such Shareholder has had the opportunity to consult with independent legal and tax counsel of such Shareholder's choice in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"edc6f074-f643-40e2-90cb-96843384fe4d","order":1140,"text":"16. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S16"},{"id":"3213afb7-258d-4b2e-aaa0-5deb315c07b6","order":1150,"text":"Term. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect until the earliest to occur of: (a) the written agreement of the Company and all Shareholders to terminate this Agreement; (b) the consummation of an underwritten initial public offering of the Company's Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in the listing of the Shares on a recognized national securities exchange; (c) the consummation of a Drag-Along Sale or other Change of Control transaction in accordance with this Agreement; (d) the dissolution, liquidation, or winding up of the Company; and (e) such time as only one Shareholder holds Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63698dee-7cd2-4962-8d01-bfc9a6a832f7","order":1160,"text":"Effect of Cessation as a Shareholder. A Shareholder shall cease to be a party to this Agreement, and shall have no further rights or obligations hereunder (other than under Sections 12 (Non-Compete/Non-Solicit), 13 (Confidentiality), 14 (IP Assignment), and 18 (General), which shall survive in accordance with their terms), upon such Shareholder ceasing to hold any Shares in compliance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d3b835f4-4573-448f-8415-dcee19f7a645","order":1170,"text":"Survival. The provisions of Sections 1 (Definitions), 12 (Non-Compete/Non-Solicit), 13 (Confidentiality), 14 (IP Assignment), 17 (Governing Law), and 18 (Miscellaneous) shall survive any termination of this Agreement in accordance with their respective terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ce04bb39-a581-4721-b3ea-d2cc6ac6fea5","order":1180,"text":"17. GOVERNING LAW; DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"95e88f4d-969e-47fd-a3e7-70644f312b91","order":1190,"text":"Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of the State of [governing_law_2], without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6fa45a3b-3bb5-4f2d-b6f7-e0f4372d284e","order":1200,"text":"Dispute Resolution — Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity hereof (a \"Dispute\"), shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the Parties, or, failing such mutual selection within twenty (20) days, appointed by JAMS in accordance with its rules. The seat and place of arbitration shall be [arbitration_seat]. The arbitration shall be conducted in the English language. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, any Party shall be entitled to seek, in any court of competent jurisdiction, temporary or preliminary injunctive or other equitable relief in aid of arbitration or to preserve the status quo pending the constitution of the arbitral tribunal. Each Party shall bear its own costs and attorneys' fees, except that the arbitrator shall have the authority to award fees and costs to the prevailing Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"89e33546-0ae5-471b-9d94-4b523461c35e","value":"Arbitration (JAMS)","type":"add","operator":"="}]},{"id":"015a4ba6-4f14-4d11-9fdc-7655f13de811","order":1210,"text":"Dispute Resolution — Exclusive Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [venue_county], for any action, proceeding, or counterclaim arising out of or relating to this Agreement, and waives any objection based on improper venue, forum non conveniens, or otherwise to the maintenance of any such action or proceeding in such courts. Each Party further consents to service of process in the manner provided for the giving of notices under this Agreement below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"89e33546-0ae5-471b-9d94-4b523461c35e","value":"Litigation (exclusive jurisdiction)","type":"add","operator":"="}]},{"id":"0f21b67f-89f4-4ac3-a5f1-37ce62faf88c","order":1220,"text":"Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0e3c7ea-85a0-4a88-8dba-937697e03a6b","order":1230,"text":"Equitable Relief. The Parties acknowledge that monetary damages alone would be inadequate to compensate any Party for any breach of this Agreement and that any non-breaching Party shall be entitled to seek specific performance, injunctive relief, and other equitable remedies, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"bcbc05f5-8e22-42b4-b8e7-cdcb26e7593d","order":1240,"text":"18. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10","sectionNum":"S18"},{"id":"5e5b98db-9d09-4d83-8167-886dc66dc1f1","order":1250,"text":"Entire Agreement. This Agreement, together with the Schedules and Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58460644-9da5-4e61-a3f2-2f6ebf36f4b2","order":1260,"text":"Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Company and Shareholders holding at least [supermajority_pct_3]% of the issued and outstanding voting Shares; provided that any amendment that disproportionately and adversely affects the rights of any particular Shareholder (in a manner different from the effect on other Shareholders generally) shall require the written consent of such Shareholder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5157dbac-4086-4b79-9b8c-c503f16fde21","order":1270,"text":"Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be5e24af-3c9d-4715-81e3-ddb09d1718c1","order":1280,"text":"Successors and Assigns; Joinder. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. No Shareholder may assign any rights or obligations under this Agreement except in connection with a Permitted Transfer or as expressly permitted hereunder. Any Person who acquires Shares after the Effective Date shall, as a condition to the effectiveness of such acquisition, execute and deliver a joinder agreement substantially in the form of Exhibit A hereto, and upon such execution shall become a \"Shareholder\" for all purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"426a3c4d-f958-4c50-9dbd-5524136b7c76","order":1290,"text":"Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given (a) when delivered in person against written receipt, (b) one (1) Business Day after deposit with a nationally recognized overnight courier (with confirmation of delivery), (c) three (3) Business Days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (d) when sent by email with confirmation of receipt (excluding automatic out-of-office replies), in each case to the address or email address set forth on Schedule D (or to such other address or email address as a Party may designate by written notice given in accordance with this Section).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6bb3b793-c431-4d6d-a457-7a3d6bffb5a2","order":1300,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if such modification is not possible, shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3231fdc7-9821-4aac-8570-05429c445adf","order":1310,"text":"Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, by email (including PDF or other agreed image format), or via any reputable electronic-signature platform (such as DocuSign or Adobe Sign) shall be deemed original signatures for all purposes, and the Parties acknowledge the validity and enforceability of electronic signatures under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), as adopted in the State of [governing_law_3].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16e42ff1-6c89-40d1-8884-76a11b661870","order":1320,"text":"No Third-Party Beneficiaries. Except as expressly provided herein with respect to Permitted Transferees and Affiliates, this Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and no other Person shall have any right, benefit, or obligation hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"19b7433d-25b4-4449-8162-164658643ba6","order":1330,"text":"Construction; Headings. The headings of the Sections and subsections of this Agreement are inserted for convenience of reference only and shall not affect the interpretation of any provision hereof. References to a \"Section\" or \"Schedule\" or \"Exhibit\" refer to a Section, Schedule, or Exhibit of this Agreement unless otherwise specified. The words \"include,\" \"includes,\" and \"including\" shall be deemed to be followed by \"without limitation.\" The Parties have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation to the effect that ambiguities are to be resolved against the drafting Party shall not apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c9e8efe-28a7-4419-b212-c01bc119b72b","order":1340,"text":"Further Assurances. Each Party shall execute and deliver such further documents, instruments, and certificates, and take such further actions, as may be reasonably required to give effect to the intent of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d1e4e0ac-d732-49ea-bb81-d97773702c6f","order":1350,"text":"Independent Counsel. Each Shareholder acknowledges that the Shareholder has had the opportunity to consult with independent legal counsel of the Shareholder's choosing in connection with the negotiation and execution of this Agreement, and that the Shareholder has either done so or knowingly and voluntarily waived such opportunity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"59876e53-7160-433f-9fd7-458000f8e9a8","order":1360,"text":"IN WITNESS WHEREOF","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"c3c1ccce-bace-475e-8cab-5554e336f9dc","order":1370,"text":"IN WITNESS WHEREOF, the Parties have executed this Shareholder Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"49739f33-d938-47ec-9b0d-ea326ae9568a","order":1380,"text":"THE COMPANY:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"f0d02bcb-b2b6-4697-a3e0-a88f7e015d3a","order":1390,"text":"[company_name_3]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec9d67fe-8940-4edb-a846-d861e03a7c39","order":1400,"text":"By: ________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"f8cfb1e4-f5f3-4efe-aa5b-b253f8ea6e45","order":1410,"text":"Name: [company_rep_name_sig]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true},{"id":"2cfdb0aa-2435-4532-b353-a1a69fbf4d76","order":1420,"text":"Title: [company_rep_title_sig]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true},{"id":"8dcc9e16-27ae-4fb3-ac72-a25501de44ac","order":1430,"text":"Date: [execution_date_1]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"a4afe113-791c-4703-9ba9-f1ae56dccd7c","order":1440,"text":"SHAREHOLDER 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[execution_date_sh3]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="}]},{"id":"e48330db-5b53-4c42-bb9b-2b13dbd4b4cc","order":1560,"text":"SHAREHOLDER 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[sh4_name_sig]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="}]},{"id":"3a619e50-945c-428b-8134-66e466f23d0a","order":1590,"text":"Date: [execution_date_sh4]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="}]},{"id":"138c0fcc-7b0a-48fa-a700-ebaab8ea985f","order":1600,"text":"SHAREHOLDER 5:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"deb7f359-908b-4f3a-a250-3f4475d25c24","order":1610,"text":"________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"e4529ade-7491-41d9-8012-5b289f2e49e9","order":1620,"text":"Name: [sh5_name_sig]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"f0e05e67-2251-494a-93df-af3bf9b465af","order":1630,"text":"Date: [execution_date_sh5]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"09ed4f92-d9d0-48da-af6f-c69eccbbd8cb","order":1640,"text":"SCHEDULE A — SHAREHOLDERS AND SHAREHOLDINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"30"},{"id":"be71b31c-b660-495f-be50-4d36876d05f0","order":1650,"text":"As of the Effective Date, the issued and outstanding capital stock of [company_name_4] is held as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"b2ec32da-3b41-44eb-a766-bd49afbd4deb","order":1660,"text":"1. [sh1_name_schedule] — Shares held: shares of class as set forth above — Email: [sh1_email] — Notice address: [sh1_addr_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5bcf4dd8-f045-4b80-9cd1-6f60e4ed31d3","order":1670,"text":"2. [sh2_name_schedule] — Shares held: shares of class as set forth above — Email: [sh2_email] — Notice address: [sh2_addr_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3305a1fa-6613-45da-acd4-510061aa1166","order":1680,"text":"3. [sh3_name_schedule] — Shares held: shares of class as set forth above — Email: [sh3_email] — Notice address: [sh3_addr_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="}]},{"id":"077e87da-8fda-458e-9fe3-d3fe1ab3e19a","order":1690,"text":"4. [sh4_name_schedule] — Shares held: shares of class as set forth above — Email: [sh4_email] — Notice address: [sh4_addr_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="}]},{"id":"7b267e47-e176-4843-86a1-682c88dc4d96","order":1700,"text":"5. [sh5_name_schedule] — Shares held: shares of class as set forth above — Email: [sh5_email] — Notice address: [sh5_addr_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"59f0762f-a649-4feb-b939-df88fc963483","order":1710,"text":"SCHEDULE B — BOARD DESIGNATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"20"},{"id":"def1b544-4e3b-4792-8092-a3528937e3f2","order":1720,"text":"The Board of Directors of [company_name_5] shall consist of [board_size_2] director(s), designated by the Shareholders in the manner agreed in writing among the Shareholders from time to time. Initial directors and the corresponding designating Shareholders shall be set forth in a written instrument signed by all Shareholders contemporaneously herewith or as soon as practicable following the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"add2f6ec-3c56-4dc1-a4d7-4d4057e94821","order":1730,"text":"SCHEDULE C — FOUNDERS AND VESTING SCHEDULE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"6e1794f5-73d4-4af6-ae6a-7db06d3410c9","order":1740,"text":"This Schedule C identifies the Founders of the Company and sets forth the vesting commencement date applicable to each Founder's Shares. Vesting shall proceed in accordance with Section 10 of the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"f2b720e5-410c-43bd-ae3b-d9cab1377208","value":"yes","type":"add","operator":"="}]},{"id":"96697de9-1c66-4097-b667-698837f85f5c","order":1750,"text":"SCHEDULE D — NOTICE ADDRESSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"20"},{"id":"31d2c872-79f1-47db-a1d0-e53c14c34833","order":1760,"text":"All notices required or permitted to be given under this Agreement shall be addressed as set forth below (or to such other address as a Party may designate by written notice given in accordance with this Agreement):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f42871c1-aedc-40ba-add4-800fa25af45b","order":1770,"text":"To the Company:
[company_name_6]
[company_principal_office_3]
Attention: [company_rep_name_notice], [company_rep_title_notice]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57237859-962e-4fd5-bd27-bb436c3866f0","order":1780,"text":"To Shareholder 1:
[sh1_addr_notice_sched_d]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"71386534-36e7-4be5-8f71-5b964b183fd6","order":1790,"text":"To Shareholder 2:
[sh2_addr_notice_sched_d]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"497a1c2d-c3a8-4dfa-bfbf-8e9fa070d5af","order":1800,"text":"To Shareholder 3:
[sh3_addr_notice_sched_d]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="}]},{"id":"e554fcb5-9cae-49e5-b5af-1c4869c6e491","order":1810,"text":"To Shareholder 4:
[sh4_addr_notice_sched_d]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="}]},{"id":"ec473267-b4d3-4cf1-af82-94b3932155dd","order":1820,"text":"To Shareholder 5:
[sh5_addr_notice_sched_d]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"2","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"3","type":"remove","operator":"="},{"field":"b1b9d806-684a-4401-a006-d7ff35bbdde8","value":"4","type":"remove","operator":"="}]},{"id":"c4d66263-6ef5-4723-a474-6b33e0627d1d","order":1830,"text":"EXHIBIT A — FORM OF JOINDER AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"20"},{"id":"25a03f9f-cb1f-4e83-ac73-cd50e4c34a91","order":1840,"text":"This Joinder Agreement (this \"Joinder\") is made as of the date set forth below by the undersigned (the \"New Shareholder\") in favor of [company_name_7], a [company_state_3] corporation (the \"Company\"), and the other shareholders of the Company who are parties to that certain Shareholder Agreement dated as of [eff_date_2], as the same may be amended, restated, or supplemented from time to time (the \"Shareholder Agreement\"). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Shareholder Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4ee0d40-202b-4641-beb7-c1a4caa27865","order":1850,"text":"By execution of this Joinder, the New Shareholder hereby (a) acknowledges receipt of a copy of the Shareholder Agreement, (b) agrees to be bound by all of the terms and conditions of the Shareholder Agreement as a \"Shareholder\" thereunder as if the New Shareholder had been an original party thereto, (c) makes the representations and warranties set forth in Section 15 of the Shareholder Agreement as of the date hereof, and (d) authorizes the Company to update the Schedules to the Shareholder Agreement to reflect the New Shareholder's accession.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"36061da9-e2ec-4238-bd0a-2b1475b9d279","order":1860,"text":"Executed as of: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e6bfb90c-9145-4b91-9ae9-5552eca1ac2b","order":1870,"text":"NEW SHAREHOLDER: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0c78f37-15a9-4f11-bd4d-662935dabd9f","order":1880,"text":"Name: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc3ecf39-c442-4272-9858-d2f4e9fef61b","order":1890,"text":"Notice address: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true}]