This Agreement is made between [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), [SHAREHOLDER #1] and [SHAREHOLDER #2] (collectively referred herein to as the "Shareholders").

WHEREAS, [SHAREHOLDER #1] is the owner of [NUMBER] common shares in the Corporation;

WHEREAS, [SHAREHOLDER #2] is the owner of [NUMBER] common shares in the Corporation;

WHEREAS, the Shareholders and the Corporation have previously elected S corporation status for the Corporation; and

WHEREAS, the parties to this Agreement believe that it is in their best interests to preserve the S corporation status of the Corporation.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1. Restriction on Transfer. A Shareholder shall not transfer any interest in any share of the Corporation's common stock, now owned or hereafter acquired, (i) unless the Shareholder first delivers to the corporation an opinion of counsel, acceptable to the board of directors or its agents, that the proposed transfer will not adversely affect the corporation's federal S Corporation status, (ii) unless the proposed transfer would not cause the Corporation's election as an S corporation to terminate, and (iii) unless the proposed transferee first executes a counterpart copy of this Agreement pursuant to which the proposed transferee agrees to be bound by the terms and provisions of this Agreement. The Corporation shall enforce such restrictions on the transfer of shares.

Section 2. Violation. A transfer in violation of Section 1 above shall be null and void.

Section 3. Remedy. Each Shareholder acknowledges that it would be difficult to measure damage to the Shareholders and the Corporation from any breach by a Shareholder of Section 1 and that monetary damages would be an inadequate remedy for any such breach. Accordingly, each Shareholder shall be entitled, in addition to all other available remedies at law or in equity, to an injunction or other appropriate orders to restrain any breach of Section 1, without showing or proving actual damage.

Section 4. Endorsement of Certificates. Each certificate representing shares now, or hereafter, held by any of the Shareholders shall be inscribed substantially as follows:

The transfer of the shares represented by this certificate is restricted under the terms of an Agreement dated [DATE], a copy of which is on file at the offices of the Corporation.

The corporation will not transfer this certificate without first receiving an opinion of counsel, acceptable to the board of directors or its agents, that the proposed transfer will not adversely affect the corporation's federal S Corporation status.

Section 5. Term. This Agreement shall terminate upon the voluntary written agreement of all parties who are then bound by the terms of this Agreement. Upon termination of this Agreement, the Shareholders shall surrender to the Corporation their certificates and the Corporation shall issue to them an equal number of shares without the endorsement set forth above.

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