[COMPANY]

SHAREHOLDER AGREEMENT

This Shareholder Agreement (the “Agreement”) dated effective as of the [EFFECTIVE DATE], by and among [COMPANY], a [STATE] [TYPE OF ENTITY] (the “Company”), and the shareholders identified on Schedule A and any party that becomes a shareholder by executing a counterpart hereto (the Schedule A parties, together with all subsequent owners of the capital stock of the Company, being hereinafter referred to collectively as “Shareholders” and individually as a “Shareholder”.

RECITALS

WHEREAS, the Shareholders are the owners of the common shares of the capital stock of the Company listed in Exhibit A hereto, being all the issued and outstanding common stock of the Company (said common shares, together with any other common shares of capital stock of the Company hereafter issued and outstanding, being hereinafter referred to as the “Shares”); and

WHEREAS, the parties hereto desire to set forth their agreement with respect to the Shares.

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

AGREEMENT

Restrictions on Transfers of Shares.

Notwithstanding the terms and conditions in Section 2, until the occurrence of an underwritten sale of the Company’s Shares to the public pursuant to an effective registration statement under the Securities Act after which at least ten percent (10%) of the outstanding shares of the Company’s Shares shall have been registered under the Securities Act and such Shares may be freely traded (a “Public Offering”), no Shareholder may, without the prior written consent of the Company and compliance with this Agreement, directly or indirectly, sale, offer, assignment, mortgage, encumbrance, transfer, gift, pledge or other method of disposal (“Transfer”) any Shares to any Person except as follows:

in the case of any Shareholder, who is an individual, for bona fide estate planning purposes to (i) any spouse or any lineal ancestor or descendant of a Shareholder, (ii) a trust or trusts of which such Shareholders or such family members are the sole beneficiaries, or charitable remainder trusts in which such Shareholder or such family members have an interest or (iii) a corporation, partnership or limited liability company in which such Shareholder or such family members are the only stockholders, partners or members, as the case may be;

to the Company; or

to any other Shareholder who is a signatory to this Agreement as of the date hereof provided the Company has not exercised the Company Option.

Following a Public Offering, any Shareholder may Transfer Shares to any Person subject to any holdback agreements contained in or required by the applicable Registration Rights Agreement or entered into in connection therewith, provided that, the transferee must deliver to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such Transfer is not required to be registered under the Securities Act.