PARTNERSHIP AGREEMENT SHAREHOLDERS’ AGREEMENT BUY / SELL AGREEMENT

Why do I need an Agreement? Were all good friends After all its my brother-in-law! It’s a only a small little investment We can get that later

THE PARTIES NAMES OF INVESTORS / ADDRESSES THE ENTITY CORPORATION PARTNERSHIP LIMITED PARTNERSHIP SHARE STRUCTURE / VALUE COMMON / PREFERRED

BOILER PLATE / SMALL PRINT Unanimous Agreement Acknowledgment by Parties Notices Statutes Accounting Terms Entire Agreement Rules of Interpretation Governing Law Successors and Assigns Business Days Severability Insurance Counterparts No partnership Time of the Essence Currency Recitals Waiver Arbitration or Lawsuit

DIRECTORS, OFFICERS & CORPORATION BUSINESS Agreement to Act Management of the Corporation Exercise of Voting Rights Board of Directors Meetings Attendance / by Conference Call Unanimous Approval Special Approval s Personal Liabilities

SHARE CONDITIONS Restrictions on Transfer Encumbrances Exceptions - Permitted Transfers Family Law Act Remedies

FINANCING Source of Funds Shareholder Loans Security Priorities / Subordination Repayment of Third Party Loans Repayment of Shareholder Loans

TERMINATION SALE TO OTHER SHAREHOLDERS TRANSFER TO THIRD PARTY DEATH OF SHAREHOLDER BANCRUPTCY / TRUSTEE COMPANY OR PARTNERSHIP DISSOLVED OR WOUND UP

TRANSFERS TO THIRD PARTIES No sale without approval First Right of Refusal / 10 days Purchase by Existing Shareholders Rejection of Third Party Sale Insufficient personal financial resources convicted of a felony or an indictable offense engaging in criminal or illegal activities

SHOTGUN SALE COMPULSORY BUY-SELL Sale of Common Shares Offer to Sell Offer to Buy Same price: buy or sell Notice :10 Business Days Closing: within 30 Business days Deemed Acceptance Defaulting Shareholder / Power of Attorney Joint Offers and Acceptances Two or more Shareholders Purchase and Sale

PERMANENT INCAPACITY Call Option / Notice / Price & Terms Other Shareholder Rights Purchase and Sale

ON DEATH Call Notice Price & Terms Predetermined Price / Life Insurance Fair Market Value / Appraised Value Book Value Purchase and Sale

CLOSING PROCEDURES Time and Place of Closing Payment and Delivery Default of Vendor or Purchaser Sale Effective Power of Attorney / Consent to Transfer Remedies

TERMINATION OF AGREEMENT Events of Termination cessation of business Bankruptcy / Insolvency / Dissolution Mutual Agreement of Termination All of the Shares of the Corporation are owned by one Shareholder.

NON-COMPETITION Restrictions: Covenants and Severability Remedies Radius Time Product Service Covenants and Severability Remedies

INDEPENDENT LEGAL ADVICE Totally unrelated Attorney Sign and Notarized Liability for Guarantees / Mortgages Future Commitments

Hire Good Help ! Lawyer with Corporate Background Tax Accountant Initial Work / Annual Returns Tax Accountant Appropriate for circumstances Self Help Kits Having a fool for a client

EXAMPLE: THE HARMONY TAVERN & GRILL   BERT ERNIE FELIX OSCAR 250 SHARES DIVIDENDS SALARY INVESTOR MISERABLE MR NICE GUY NORMAL HAS $ HOME EQUITY KIDS ED RETIREMENT FUND BERT & ERNIE HAVE REGULAR WEEKLY BRAWL BERT GOES TO LAWYER EXERCISES BUY / SELL OFFERS EACH BROTHER $60,000 TO BUY OR SELL HIS SHARES EASY DIVORCE: YOUNG COUPLE NO KIDS LITTLE MONEY COMPLICATED COUPLE KIDS HOUSE DIVORCE: MISTRESS IN-LAWS FAM. BUSINESS

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