Free Shareholder Agreement Template

SHAREHOLDER AGREEMENT

Corporation Organized Under The Law Of The State Of Delaware

CORPORATION DETAILS

SHAREHOLDERS

This Shareholder Agreement ("Agreement") is entered into by and among Apex Innovations, Inc., a corporation organized and existing under Delaware General Corporation Law, 8 Del. C. §§101 et seq., with its principal office located at 1200 Tech Park Drive, Suite 500, Austin, TX 78759 (the "Corporation"), and the undersigned shareholders of the Corporation (each a "Shareholder" and collectively the "Shareholders").
RECITALS: WHEREAS, the Corporation is duly organized under the laws of the State of Delaware and authorized to issue 10,000,000 shares of Common Stock; WHEREAS, the Shareholders hold the shares set forth in the ownership schedule above; and WHEREAS, the Shareholders desire to establish the terms governing their relationship, the management of the Corporation, and the transfer of shares — the internal affairs of the Corporation being governed by the law of its state of formation regardless of where it operates (the "internal affairs doctrine"). NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

This Agreement governs the rights and obligations of the Shareholders with respect to the management and governance of the Corporation, the issuance and transfer of shares, distributions, and the resolution of disputes. It is a shareholder agreement authorized by DGCL §218(c) and §122(18), and the Shareholders intend that it be given full effect as such. DGCL §122(18) (SB 313, effective August 1, 2024, with retroactive effect) expressly empowers a Delaware corporation to enter into stockholder contracts granting consent and veto rights over corporate actions, notwithstanding §141(a) — codifying market practice after West Palm Beach Firefighters' Pension Fund v. Moelis and Co. Delaware further amended the DGCL by SB 21 (signed March 25, 2025), adding §144 safe-harbor procedures for controlling-stockholder transactions and narrowing §220 books-and-records inspection.
This Agreement binds the Corporation and all current and future shareholders who become parties to it. Any person acquiring shares of the Corporation shall be required to execute a joinder agreement as a condition of the acquisition. In the event of any conflict between this Agreement and the Corporation's charter documents or bylaws, the terms of this Agreement shall control to the maximum extent permitted by the DGCL.

Board of Directors: The Corporation shall be governed by a Board of Directors consisting of 3 members. Directors shall be elected by majority vote of shareholders at annual meeting. Directors serve one-year terms and until successors are duly elected and qualified, or until earlier resignation, removal, or death.
Voting Rights: One vote per share of Common Stock. All Shareholder actions require a majority vote of the outstanding shares unless a higher threshold is required by this Agreement, the bylaws, or applicable law. Voting agreements among the Shareholders are expressly authorized by DGCL §218(c).
Meetings and Written Consent: Shareholders' meetings shall be held quarterly. Stockholders may act by written consent of the holders of the minimum number of votes required, unless the certificate of incorporation provides otherwise (DGCL §228). Special meetings may be called by the Board or by Shareholders holding at least twenty-five percent (25%) of the outstanding shares upon at least ten (10) days' written notice.
Quorum: Majority of outstanding shares (51%). If a quorum is not present, the meeting may be adjourned to a later date upon notice to all Shareholders.
Officers: The Corporation shall have the following officers: President/CEO, Secretary, Treasurer/CFO. Officers are appointed by, serve at the pleasure of, and may be removed with or without cause by, the Board.
Supermajority Matters: The following actions require the affirmative vote of Shareholders holding at least 75% of the outstanding shares:

• Amendment of the charter documents or bylaws.
• Issuance of new shares or creation of new classes of shares.
• Merger, consolidation, or sale of substantially all assets.
• Any transaction exceeding one hundred thousand dollars ($100,000) outside the ordinary course of business.
• Voluntary dissolution or winding up.
• Indebtedness exceeding fifty thousand dollars ($50,000) outside the ordinary course.
• Amendment of this Agreement.
• Hiring, termination, or material compensation change of any executive officer.

Each Shareholder shall have the right to participate in any new issuance of shares by the Corporation on a pro rata basis ("Preemptive Rights"). Delaware stockholders have NO preemptive rights unless the certificate of incorporation expressly grants them (DGCL §102(b)(3)); the rights in this Agreement are therefore conferred by contract.
The Corporation shall give written notice of any proposed issuance (number of shares, price, terms). Each Shareholder has thirty (30) days from receipt to exercise; unsubscribed shares may be taken up by the remaining Shareholders for a further fifteen (15) days. The Corporation and the Shareholders intend any such issuance to qualify for exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D (17 C.F.R. §230.506), with state blue-sky compliance.
Preemptive Rights do not apply to shares issued (a) under an approved equity incentive plan (including Rule 701 offerings, 17 C.F.R. §230.701); (b) in a merger, acquisition, or strategic partnership approved by the required Shareholder vote; or (c) upon conversion of existing convertible securities.

Transfer Restrictions: Shares are restricted and may not be transferred without compliance with this Agreement.
No Shareholder shall sell, assign, transfer, pledge, hypothecate, gift, or otherwise dispose of ("Transfer") any shares except in compliance with this Agreement and all applicable federal and state securities laws, including the registration requirements of Section 5 of the Securities Act of 1933 (or an available exemption such as Section 4(a)(2), Rule 506, or Rule 144 (17 C.F.R. §230.144)). These restrictions are imposed pursuant to DGCL §202 (restriction must be noted conspicuously on the certificate, or contained in the §151(f) notice for uncertificated shares, to bind a transferee without actual knowledge), and each certificate (or the notice for uncertificated shares) shall bear a conspicuous restrictive legend accordingly. Any attempted Transfer in violation of this Agreement is void, and the Corporation shall not register it.
Permitted transfers (not triggering the Right of First Refusal): (a) transfers to a Shareholder's immediate family members or a revocable trust for their benefit; (b) transfers between existing Shareholders — provided in each case the transferee executes a joinder agreement.
Right of First Refusal: Before any Transfer to a third party (other than a permitted transfer), the selling Shareholder must deliver a Transfer Notice (number of shares, price, identity of the buyer) to the Corporation and all other Shareholders. The remaining Shareholders have thirty (30) days to elect to purchase all or part of the offered shares at the noticed price and terms; the Corporation has a further fifteen (15) days for any unsubscribed balance. If the right is not fully exercised, the seller may close with the third party within ninety (90) days at a price no lower than the noticed price.
Tag-Along Rights: If a Shareholder holding more than fifty percent (50%) of the outstanding shares proposes to Transfer shares to a third party, each remaining Shareholder may participate in the sale on the same terms, pro rata; the buyer's purchase of the tag-along shares is a condition of the transaction. Tag-along elections must be made within fifteen (15) days of notice.
Drag-Along Rights: If Shareholders holding at least 75% of the outstanding shares approve a sale of all or substantially all shares or assets to a bona fide third party, all remaining Shareholders shall participate on the same terms, executing all reasonably necessary documents. Consideration shall be allocated pro rata by ownership percentage.

Valuation Method: For any buy-sell transaction, Right of First Refusal exercise, or other share transfer under this Agreement, shares shall be valued by: Fair Market Value.
Fair Market Value is the price at which the shares would change hands between a willing buyer and a willing seller, neither under compulsion and both reasonably informed (the Revenue Ruling 59-60 standard). If the parties cannot agree within thirty (30) days, the value shall be set by an independent business appraiser (ASA or CVA certified) selected by mutual agreement — or, failing agreement, by a third appraiser chosen by each party's appraiser, whose determination is final.
Discounts for minority interest or lack of marketability shall NOT be applied in any valuation under this Agreement, unless all parties agree otherwise in writing.

Upon the occurrence of any of the following trigger events, the Corporation and/or the remaining Shareholders shall have the rights and obligations set forth below:
Death: The Corporation has the first option, exercisable within sixty (60) days of written notice, to purchase the deceased Shareholder's shares from the estate at the value determined under this Agreement; the remaining Shareholders may purchase pro rata within a further thirty (30) days. Payment may be a lump sum or equal installments over up to thirty-six (36) months at the applicable federal rate. The Shareholders are encouraged to maintain life insurance to fund this obligation — and to take structuring advice in light of Connelly v. United States, 602 U.S. 257 (2024), under which corporate-owned policy proceeds earmarked for a redemption INCREASE the estate-tax value of the decedent's shares.
Disability: If a Shareholder is unable to perform the essential functions of their role for one hundred eighty (180) continuous days (certified by a licensed physician), the Corporation may purchase the disabled Shareholder's shares at the value determined under this Agreement, payable over up to thirty-six (36) months.
Retirement: A retiring Shareholder shall give at least one hundred eighty (180) days' written notice. The Corporation and remaining Shareholders may purchase the retiring Shareholder's shares at the value determined under this Agreement, closing within ninety (90) days of the retirement date, payable over up to forty-eight (48) months.
Termination of Employment: On termination of a Shareholder's employment or service (voluntary or involuntary), the Corporation may repurchase the departing Shareholder's shares at the value determined under this Agreement, exercisable within ninety (90) days. For termination for cause (fraud, embezzlement, criminal conviction, material fiduciary breach, or willful misconduct), the price may be reduced by up to twenty percent (20%).
Any redemption by the Corporation under this clause is subject to the distribution-legality test of DGCL §§170, 173.

Dividend Policy: Dividends declared at the discretion of the Board from legally available funds, after maintaining minimum cash reserves of $100,000
Legality Test (Delaware): Under DGCL §§170, 173, dividends may be paid only out of surplus or, if there is no surplus, out of net profits for the current and/or preceding fiscal year ("nimble dividends"). The Board shall confirm compliance before declaring any distribution.
Distribution Schedule: Distributions shall be made on a quarterly basis. All distributions shall be made pro rata by ownership percentage. The Corporation shall maintain adequate reserves for operations and anticipated capital expenditures.

During the term of each Shareholder's ownership and for a period of 2 years after departure after the Shareholder ceases to own shares (the "Restricted Period"), each Shareholder agrees not to, directly or indirectly:

• Own, manage, operate, control, be employed by, or consult for any business competing with the Corporation within fifty (50) miles of any location where the Corporation conducts substantial business;
• Solicit or hire any employee, contractor, or consultant of the Corporation;
• Solicit any customer, client, vendor, or supplier of the Corporation for competing products or services.

State enforceability (Delaware): Restrictive covenants in Delaware are reviewed under applicable state common-law reasonableness; the parties intend this covenant to be reasonable in time, geography, and scope and ancillary to the protection of the Corporation's goodwill in which each Shareholder holds an interest. The FTC Non-Compete Rule was vacated nationwide in Ryan, LLC v. FTC (N.D. Tex. 2024) and removed from 16 C.F.R. Part 910 effective February 12, 2026; no federal rule currently bars this covenant. A court of competent jurisdiction may modify any overbroad provision to the minimum extent necessary to make it enforceable.

Each Shareholder acknowledges access to confidential and proprietary information of the Corporation ("Confidential Information"), including information qualifying as a trade secret under the Defend Trade Secrets Act of 2016, 18 U.S.C. §1839(3), and the applicable Uniform Trade Secrets Act (applicable state Uniform Trade Secrets Act). Confidential Information includes business plans, financial data, customer and supplier lists, pricing, trade secrets, designs, strategies, technology, and software.
Each Shareholder agrees to:

• Hold all Confidential Information in strict confidence and not disclose it without prior written Board consent;
• Use it solely to fulfill duties as a Shareholder, director, or officer;
• Take reasonable precautions against unauthorized disclosure;
• Return or destroy all Confidential Information upon ceasing to be a Shareholder.

DTSA Notice (18 U.S.C. §1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for a disclosure made (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a sealed court filing.
This confidentiality obligation survives indefinitely after the Shareholder ceases to own shares.

Deadlock: A "Deadlock" exists when the Shareholders or the Board cannot reach agreement on a material matter requiring approval, despite good-faith efforts over at least thirty (30) days.
Resolution Mechanism: The Parties shall resolve a Deadlock through mediation by a neutral third party.
The Parties shall select a mutually acceptable mediator within fifteen (15) days of a declared Deadlock (failing which, the American Arbitration Association appoints one), and complete mediation within sixty (60) days. If mediation fails, either Party may pursue binding arbitration or other remedies under this Agreement.

State-law backdrop (Delaware): Delaware has NO statutory minority-oppression dissolution or buyout remedy: under Nixon v. Blackwell, minority stockholders of a Delaware corporation receive no special judicial protection beyond fiduciary-duty and entire-fairness litigation. Contractual exit rights — like the put option in this Agreement — are the only reliable protection. (Nixon v. Blackwell, 626 A.2d 1366 (Del. 1993)).
Contractual put option: Because Delaware supplies no statutory exit, if Shareholders holding a majority of the outstanding shares (i) exclude a minority Shareholder from material participation in management without cause, (ii) withhold all distributions for two (2) consecutive fiscal years while paying themselves above-market compensation, or (iii) effect a related-party transaction without the disinterested approvals contemplated by DGCL §144, the affected minority Shareholder may require the Corporation (or, at the Corporation's election, the majority Shareholders pro rata) to purchase all of the minority Shareholder's shares at Fair Market Value determined under the Share Valuation clause, WITHOUT minority or marketability discount, closing within one hundred twenty (120) days.
Non-waiver: Nothing in this Agreement waives any non-waivable statutory or fiduciary protection available to a Shareholder under the law of Delaware.

The Corporation may be dissolved upon: Unanimous vote of all shareholders, bankruptcy or insolvency of the Corporation, court order.
Upon dissolution, assets shall be liquidated in the order required by the DGCL: (a) payment of, and provision for, all debts, obligations, and contingent claims; (b) accrued but unpaid distributions; (c) remaining assets to Shareholders pro rata by ownership percentage. The Board shall appoint a liquidating agent, who shall report regularly to all Shareholders; the Corporation continues for winding-up purposes until all assets are distributed and obligations satisfied.

Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration. Arbitration shall be conducted in the State of Delaware under the Commercial Arbitration Rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §§1 et seq.; the award is final and binding, and judgment may be entered in any court of competent jurisdiction.
The prevailing Party in any proceeding is entitled to its reasonable attorneys' fees and costs.

Each Shareholder represents and warrants to the Corporation and to each other Shareholder that:

• The Shareholder has the legal capacity and authority to enter into this Agreement and perform all obligations hereunder.
• Execution and performance will not conflict with any other agreement, obligation, or order binding the Shareholder.
• The Shareholder's shares are free and clear of all liens, encumbrances, pledges, and security interests, except as disclosed in writing.
• The Shareholder holds shares for investment and not with a view to distribution in violation of securities laws, and understands the shares are "restricted securities" under Rule 144 (17 C.F.R. §230.144), issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
• The Shareholder has had the opportunity to consult independent legal and financial advisors.

This Agreement and the internal affairs of the Corporation shall be governed by and construed in accordance with Delaware General Corporation Law, 8 Del. C. §§101 et seq. and the other laws of the State of Delaware, without regard to conflict-of-laws principles — the internal affairs doctrine directs all questions of shareholder rights, director duties, and corporate governance to the law of the state of formation, wherever the Corporation operates. Federal securities laws (the Securities Act of 1933 and the Securities Exchange Act of 1934) apply to the extent relevant. Any legal action arising under this Agreement shall be brought exclusively in the courts located in the State of Delaware, and the Parties consent to personal jurisdiction and venue therein.

This Agreement, together with all exhibits and schedules, constitutes the entire agreement among the Parties regarding its subject matter and supersedes all prior agreements and understandings, oral or written. No amendment is valid unless made in writing and signed by Shareholders holding at least 75% of the outstanding shares.
If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the Parties shall negotiate in good faith a valid replacement achieving the original intent.
Notices must be in writing and are deemed delivered when personally delivered, sent by certified mail (return receipt requested), or sent by email to the addresses on file with the Corporation.

IN WITNESS WHEREOF, the parties have executed this Shareholder Agreement as of the date last signed below.