shareholder agreements, buy/sell agreements and voting trusts

attorney did not consider at the time to be a "client.” Usually, this is framed as a duty to warn. Forexample, Texas courts have said that an attorney may be liable for failing to warn a party that the lawyeris not representing that person where conduct of the lawyer could reasonably be expected to lead theperson to believe otherwise. See, Kotzur v. Kelly, 791 S.W.2d 254 (Tex. App. -- Corpus Christi 1990);Parker v. Carnaham, 772 S.W.2d 151 (Tex. App.--Texarkana 1989).An example is Burnap v. Linnartz, 914 S.W.2d 142 (Tex. App.-- San Antonio 1995). Thedefendant law firm was engaged to draft the papers concerning the withdrawal of partners from apartnership, which included a mutual release and indemnity agreement by the remaining partners to thewithdrawing partners. A subsequent default resulted in the calling of the personal guarantees of thepartners. One of the partners sued the law firm for failing to explain the conflicts that arose under theindemnity agreement. The law firm had no contact with the plaintiff. The plaintiff contended that the lawfirm had prepared many documents for his signature and no one said that the firm was not representinghim or that his interests were adverse to the others in the transaction. To establish negligence, the courtsaid, "The fact finder must determine whether the attorney was aware or should have been aware that hisconduct would have led a reasonable person to believe that the attorney was representing that person." Id.at 149.Texas Rule 4.03 states, “In dealing on behalf of a client with a person who is not represented bycounsel, a lawyer shall not state or imply that the lawyer is disinterested. When the lawyer knows orreasonably should know that the unrepresented person misunderstands the lawyer’s role in the matter, thelawyer shall make reasonable efforts to correct the misunderstanding.”The comment to Texas Rule 4.03 goes further in saying that “An unrepresented person,particularly one not experienced in dealing with legal matters, might assume that a lawyer is disinterestedin loyalties or is a disinterested authority on the law even when the lawyer represents a client. During thecourse of a lawyer’s representation of a client, the lawyer should not give advice to an unrepresentedperson other than the advice to obtain counsel.”Exhibit D contains a sample non-representation letter that should be sent to all parties that are notrepresented by counsel in a transaction. Juries have not appeared hesitant in requiring an attorney topolice the parties on “your side” who are not represented, perhaps even to the extent of ensuring fairnessin the transaction. This, of course, contradicts your duty to zealously protect your client’s interests.C. They're Not My ClientA growing, but inconsistent, authority exists concerning whether and when an attorney can beliable for a negligent misrepresentation. The issue arises when the claim is made by a nonclient since acause of action exists for negligence, despite whether involving conduct or a misrepresentation. Whenthe remedy is present, there is a duty of care not to make a misrepresentation, but usually no directundertaking to the plaintiff. Because there is no attorney-client relationship, there is no fiduciaryobligation of loyalty or confidentiality to that person. Historically, most courts have rejected a duty ofcare by lawyer in making statements to third persons because, generally, lawyer's statements are opinionand not actionable. The relatively recent case law is expanding that boundary of liability. The mostcommon basis for a claim of negligent misrepresentation is an opinion expressed by an attorney uponwhich the plaintiff claims to have relied detrimentally.-3- Shareholder Agreements

III.SHAREHOLDER AGREEMENTSA. Purpose of AgreementsThe need for shareholder agreements stems from the fact that, subject to compliance withsecurities law, all shares of stock in a corporation are freely transferable. Original shareholders of acorporation use shareholder agreements to prevent hostile outsiders from becoming shareholders byexecuting a shareholder agreement that provides for the purchase of the shares by the corporation or theremaining shareholders.All shareholder groups have different goals for entering into a shareholder agreement. Amongthe possible shareholder goals are the following:(1) Simplify estate tax problems;(2) Provide liquidity for the estate of a deceased shareholder;(3) Retain core management until value can be maximized with an acquisition or publicoffering;(4) Proved an assured market for the corporate stock upon death, retirement or withdrawal;(5) Protect interest of minority shareholders;(6) Provide for dividends and other distributions;(7) Preserve tax elections and status (S-Corporations);(8) Provide a way to resolve managerial deadlock; and(9) Maintain proportionate ownership and/or voting control.It is very important that the shareholders' goals are determined prior to the drafting of the shareholderagreement to ensure the goals are met through precise drafting. Additionally, tax counsel should beinvolved the process of drafting the agreement, especially if the corporation is an S corporation and/or theparties are interested in estate tax planning consequences.B. Papering the Shareholder AgreementUnder Art. 2.22B of the Texas Business Corporation Act (the “TBCA”), the restriction ontransfer of a security may be imposed by the articles of incorporation, bylaws or a written agreement.Each document has its benefits and its drawbacks, which include:1. Articles of Incorporation(a)(b)Simpler to document;No requirement for an additional separate agreement or for shareholdersto execute separate agreement;-4- Shareholder Agreements

(c)(d)(e)(f)On file for public scrutiny;Requires formalities and fees to amend;Unclear as to binding effect on transferees; andLess likely to be enforced in family situations such as divorce.2. Bylaws(a)(b)(c)(d)Simpler to document;No requirement for an additional separate agreement or for shareholdersto execute separate agreement;Unclear as to binding effect on transferees; andLess likely to be enforced in certain family situations such as divorce.3. Written Agreement(a)(b)(c)(d)(e)(f)Parties are specifically identified and sign the agreement;For courtroom purposes, the written agreement has the appearance ofconsensual contract that the average juror understands as binding on asignatory;Complies with the Texas Family Code requirements;Generally, more administration to ensure that all transferees properlybecome a party;More difficult to document; andRequires separate document and shareholders execution.C. The Parties to a Shareholder Agreement1. Sellers(a)(b)Generally, all or a subset of the shareholders will be subject to certainrestrictions, as for example an employee shareholder that leaves thecorporation.Others may also have certain rights in the shares of stock and need to beconsidered:‣ Community property interests‣ Parties that have acquired interests without having currentlysigned an agreement‣ Personal representatives, guardians and executors‣ Trust or estate beneficiaries-5- Shareholder Agreements

2. Buyers(a)The corporation is generally structured as a buyer, but consider:‣ limitations on legal ability to purchase its shares‣ limitations on financial ability to purchase its shares:• inhibit ability to operate according to its business plan• requirements for higher level of liquidity of its assets• selling shareholder's confidence in ability to be paid ifpurchase price is deferred• compliance with the corporation's debt agreements.(b)The other shareholders many times will be granted the right to purchasethe shares if the corporation declines or is unable to do so. Certain issues3. The Corporation‣ pro rata or assignable among shareholders‣ option or obligation‣ if obligated, is obligation joint and several.Should the corporation be a party if it is not a potential buyer of its shares?‣ No legal requirement in Delaware or Texas for the corporation tobe a party‣ Benefits• Corporation will be more likely to monitor theprovisions especially those related to transfers as it keepsthe stock transfer records.• Corporation can be named as a party to a lawsuit toenforce provisions of the agreement.D. Triggering Events There are numerous events that may trigger the provisions of ashareholder agreement. The following are a few of the events:1. Voluntary transfers for valueIn newly formed corporation, many times the goal is to retain the core investorsand not allow insiders into the corporation. To retain the core group, many newcorporations seek buy-sell provisions, typically “rights of first refusal” in theirshareholder agreements.There are two basic types of agreements for the sale of an interest in acorporation. An “entity purchase agreement” allows for the purchase of the businessinterest by the corporation. Conversely, a “cross-purchase” agreement allows for theremaining shareholders to purchase the business interest. Both of these agreements mayprovide for optional or mandatory purchase provisions.-6- Shareholder Agreements

2. DeathUpon the death of a shareholder, most shareholder agreements are triggered.This is especially true when the deceased shareholder is a key employee of thecorporation. A shareholder agreement triggered by the shareholder’s death is importantto the corporation because it allows the corporation to retain the investors it chooses. It isalso beneficial to the shareholders because it provides for the liquidity of their shares fortheir estate, which may not exist in a close corporation.3. BankruptcyThe bankruptcy or insolvency of a shareholder usually triggers the corporationand other shareholders’ obligation to repurchase all of the shares of the insolvent orbankrupt shareholder. An important point to remember is that the obligation of thecorporation and the other shareholders to repurchase the insolvent or bankruptshareholder’s shares should also include the trustee or receiver in bankruptcy.Sometimes, agreements attempt to set an extremely low price for the shares that mayallow the trustee to avoid the buy-sell agreement entirely.4. Termination of EmploymentMost businesses, especially closely-held corporations, will deem it essential thatthe buy-sell provisions of a shareholder agreement are triggered upon the termination of ashareholder’s employment. Closely-held corporations usually involve very activeparticipation by the shareholders. If a shareholder is terminated for some reason, thecorporation will usually want to make sure the shareholder no longer has any rights to thebusiness. This can be accomplished by requiring the terminated shareholder to sell hisshares in the corporation to either the remaining shareholders or the corporation.5. DivorceCorporate lawyers preparing shareholder agreements should constantly bear inmind that some or all of the parties to a shareholders or voting agreement may beresidents of a community property state such as Texas. It doesn't matter if thecorporation is formed in any other jurisdiction: the character of the property ownership isdetermined by the jurisdiction of the marital domicile. It also doesn't matter if the stockcertificates are in one name, or the name of a nominee, or in the name of a brokeragecompany. If the stock was acquired during the marriage, other than by gift, inheritance orwith the clearly traceable proceeds of separate property, the stock is community propertyand the spouse of the shareholder of record is entitled to certain marital property rights.Under Texas Family Code § 3.104(a), third parties (such as the corporation) areentitled to rely on the management and control of the spouse in whose name the stock isregistered. As such, the record shareholder can vote the shares, receive dividends andtransfer the stock certificate to a transferee. But community property rights exist, and incertain situations (such as divorce and death of the spouse) the corporation and othershareholders will have to recognize the spousal interest.The buy-sell provisions relating to divorce contained in a typical shareholderagreement can be argued to constitute partition and exchange agreements subject to therequirements of the Chapter 4 of the Texas Family Code. An agreement may be enforced-7- Shareholder Agreements

if it is executed voluntarily by both spouses, is not unconscionable and the spousereceives adequate disclosure. See Texas Family Code §§ 4.104 and 4.105. For thisreason, among many others, if any shareholder group desires that the buy-sell provisionsapply in divorce situations, the documentation should (i) be in a written agreement signedby the shareholders and all spouses, (ii) contain representations of the spouses that theyhave received adequate disclosure, the opportunity to consult with separate counsel andhave voluntarily executed the agreement and (iii) require than any future spouses of theshareholders be required to execute a counterpart of the agreement.Clients should also be counseled that courts deciding family law matters havewide equitable discretion in the division of marital assets and may decide to divide othercommunity assets in a way that cancel out the perceived adverse affect that a buy-sellagreement has on the shareholder's spouse.6. Disability of Shareholder(a)(b)Disability occurs where the shareholder is unable to continue to performhis duties as an employee of the corporation.Usually the disability determination is based on a number of days that theshareholder is unable to work.‣ Consider tying this to same provisions as the long-term disabilityplan a corporation may have.‣ Consider purchasing disability insurance so that corporation isable to finance the share purchase.(c)The options and obligations are generally similar to the death triggeringevents.E. Valuation Methods1. OverviewDetermining the purchase price of the shares in a shareholder agreement is themost important part of agreement and requires special attention. Before a method ofvaluation can be chosen, a careful analysis of the nature of the business involved must bemade as well as the parties entering into the agreement. While there is no perfectvaluation method, by exploring all of the valuation options, the attorney drafting theshareholder agreement will better be able to tailor a pricing provision that meets both therequirements of the parties and the particular business. The remainder of this sectiondiscusses some of the more popular valuation techniques.2. Agreement of the PartiesThe easiest method of establishing the purchase price in a buy-sell agreement isto have the parties agree on the value of the interest in a closely held corporation. This isdone by assigning each party’s interest a specific price in the agreement. A provision isalso included that provides for the periodic recalculation of their interest. This valuationmethod has its advantages because it does not involve a complicated formula and itallows the parties to know up front the value of their interest in the corporation.-8- Shareholder Agreements

However, there are also difficulties involved in such a valuation method. For one, theparties may fail to periodically recalculate their interests in the business. Additionally,the parties may not be able to agree on a new price.3. Appraisal of the Interest at the Time of PurchaseAppraisal of the interest at the time of the purchase of the interest, althoughrelatively expensive, is one method that allows for a fair price to be set for the interestthat accurately reflects the value of the interest. However, this method only works well ifthe business is one in which the assets may be accurately and reliably appraised. If thismethod is used, the shareholder agreement should include provisions explaining theprocedure to be used to establish the purchase price. Included in these provisions shouldbe the name of a competent appraiser or a person specified by the parties. Furthermore,the provisions should explain in detail the formula utilized to determine the amount of theappraiser’s compensation and the parties responsible for such compensation. Lastly, analternate appraiser should be named in the event the designated appraiser is unavailable.The appraisal method is an expensive and time-consuming process.Additionally, this method fails to consider all of the factors that the parties to theagreement may consider if they set the purchase price. Furthermore, the appraisalmethod allows the appraiser to place great emphasis on existing economic conditions thatresults in valuations that may be unreasonably depressed or inflated depending on thecurrent economy.4. Book ValueClose corporations many times use the book value or a similar method to valuethe interests in the business. Buy-sell provisions of shareholder agreements many timesprovide that the book value of the business, computed on the valuation date, will be usedin establishing a purchase price. Although this may at first appear to be an easy andaccurate way to value the interest in a business, this method has many disadvantages.First, there are numerous definitions for the term “book value.” Therefore, unless theagreement explicitly defines “book value,” this method can result in disagreement amongthe parties. Another typical problem with this method is determining the method ofaccounting that will be applied to determine the “book value.” This accounting problemranges from the method used to develop the company’s balance sheet to the rate ofdepreciation used to value the company’s inventory. Taking into account these inherentproblems in the “book value” method, if this method is utilized, it is advisable tocarefully review and consider the accounting methods used by the company.-9- Shareholder Agreements

IV.VOTING TRUSTSA. OverviewA voting trust is an agreement among a group of the shareholders of a corporation wherebyrecord title to the stock is irrevocably transferred to a designated trustee for a term of years or for a periodcontingent on a certain event. The result is that the voting rights and other attributes of ownership in thecorporation is separated from the shareholders. A voting trust operates to ensure that the votes are cast inthe manner specified.B. The Voting Trust AgreementGenerally, both a voting trust agreement among the group of shareholders and a trust agreementare necessary. The voting trust must be in writing and it must meet all of the requirements of a contract.The shares transferred to the trustee pursuant to the voting trust are registered in the name of the trustee.The TBCA requires that the shares subject to the voting trust must be deposited with the corporation at itsprincipal place of business or registered office where it will be subject to the same right of examination bythe shareholders of the corporation as the books and records of the corporation. Furthermore, the votingtrust agreement deposited with the corporation is subject to examination by any holder of a beneficialinterest in the voting trust, at any reasonable time or for any proper purpose.C. The Voting Trust CertificateUpon deposit of their shares with the trustee, a shareholder will receive a voting trust certificate.This voting trust certificate is somewhat analogous to a stock certificate in that it evidences theshareholder’s beneficial interest in the stock. Voting trust certificates are transferable in basically thesame manner as a stock certificate. The form of the voting trust certificate is usually delineated in thevoting trust agreement and typically contains the following information:(1) The name of the registered holder of the certificate;(2) The number of shares of stock the certificate holder delivered to the trustee in exchangefor the certificate;(3) A summary or description of the fundamental rights and obligations, if any, of thecertificate holder; and(4) Any transfer restrictions.-10- Shareholder Agreements

EXHIBIT ASHAREHOLDER AGREEMENTAMONGTHE CORPORATION OF TEXASANDITS SHAREHOLDERSFEBRUARY 26, 2004Shareholder Agreements

Table of ContentsARTICLE 1. NATURE AND PURPOSES OF AGREEMENT .............................................................. 4ARTICLE 2. DEFINITIONS.................................................................................................................... 42.1 Defined Terms........................................................................................................................... 42.2 Additional Defined Terms......................................................................................................... 7ARTICLE 3. TRANSFER RESTRICTIONS GENERALLY.................................................................. 83.1 Shareholder Agreement............................................................................................................. 83.2 New Shareholders...................................................................................................................... 83.3 Voluntary Transfer Restrictions ................................................................................................ 83.4 Transfer by Pledge..................................................................................................................... 93.5 Credit Agreement ...................................................................................................................... 93.6 Securities Laws Compliance ..................................................................................................... 93.7 “S” Corporation Restrictions..................................................................................................... 93.8 Contractual Preemptive Rights................................................................................................ 10ARTICLE 4. PERMITTED TRANSFERS BY GIFT ............................................................................ 104.1 Permitted Transfers by Gift..................................................................................................... 104.2 Permitted Transfer Restrictions............................................................................................... 114.3 Transfers by Permitted Transferees......................................................................................... 11ARTICLE 5. CALL OPTIONS AND BUY-OUT OFFERS.................................................................. 115.1 Company's Call Option ........................................................................................................... 115.2 Determination of Callable Shareholders ................................................................................. 125.3 Drag-Along Right.................................................................................................................... 125.4 Tag-Along Right...................................................................................................................... 135.5 Push/Pull Provision. ................................................................................................................ 14ARTICLE 6. INVOLUNTARY TRANSFER RESTRICTIONS........................................................... 156.1 Involuntary Transfers. ............................................................................................................. 156.2 Transfers in Bankruptcy. ......................................................................................................... 16ARTICLE 7. BUY-SELL AGREEMENT.............................................................................................. 167.1 Death of Spouse....................................................................................................................... 167.2 Death of Shareholder............................................................................................................... 177.3 Divorce of Shareholder and Spouse ........................................................................................ 177.4 Disability of Shareholder......................................................................................................... 187.5 Termination of Employment or Competition. ......................................................................... 197.6 Life and Disability Insurance .................................................................................................. 19ARTICLE 8. PURCHASE PRICE AND TERMS ................................................................................. 208.1 Purchase Price ......................................................................................................................... 208.2 Payment of Purchase Price ...................................................................................................... 208.3 Deliveries at Closing ............................................................................................................... 21ARTICLE 9. VOTING AGREEMENT ................................................................................................. 219.1 Proxies..................................................................................................................................... 219.2 Nomination and Election of Directors..................................................................................... 21A-2Shareholder Agreements

9.3 Removal of Directors .............................................................................................................. 219.4 Vacancies in the Board............................................................................................................ 219.5 Actions as Designating Shareholders ...................................................................................... 229.6 Amendment of Bylaws or Articles of Incorporation............................................................... 229.7 Size of Board........................................................................................................................... 229.8 Employee Shareholders........................................................................................................... 229.9 Voting Agreement ................................................................................................................... 229.10 Director and Officer Liability Insurance ................................................................................. 22ARTICLE 10. CLOSING DATE AND NOTICES.................................................................................. 2210.1 Closing Date............................................................................................................................ 2210.2 Notices; Offers; Acceptances .................................................................................................. 22ARTICLE 11. ENFORCEMENT............................................................................................................. 2311.1 Creation of Sufficient Surplus................................................................................................. 2311.2 Endorsements on Stock Certificates........................................................................................ 2311.3 Breach and Equitable Relief.................................................................................................... 2311.4 Governing Law and Severability............................................................................................. 24ARTICLE 12. EFFECT............................................................................................................................ 2412.1 Binding Effect ......................................................................................................................... 2412.2 Spouses.................................................................................................................................... 2412.3 Representations and Warranties .............................................................................................. 24ARTICLE 13. AMENDMENT, WAIVER AND TERMINATION ........................................................ 2513.1 Amendment ............................................................................................................................. 2513.2 Waiver ..................................................................................................................................... 2513.3 Termination ............................................................................................................................. 25ARTICLE 14. MISCELLANEOUS ......................................................................................................... 2514.1 Confidentiality......................................................................................................................... 2514.2 Construction and Certain References ...................................................................................... 2614.3 Time of Essence ...................................................................................................................... 2614.4 Arbitration ............................................................................................................................... 2614.5 Counterparts ............................................................................................................................ 26A-3Shareholder Agreements

SHAREHOLDER AGREEMENTTHE CORPORATION OF TEXASTHIS SHAREHOLDER AGREEMENT (this "Agreement") is entered into effective as of February 26,2004, by and among The Corporation of Texas, a Texas corporation (the "Company"), the shareholders ofthe Company listed on Exhibit "A" attached hereto, the spouses of such shareholders, and any personswho subsequently become parties to this Agreement pursuant to the terms hereof.ARTICLE 1.NATURE AND PURPOSES OF AGREEMENTIn an attempt to secure continuity and stability of policy and management of the Company, it is inthe best interests of all parties to this Agreement to restrict the transfer of Shares under certaincircumstances, to preserve the closely held nature of the Shares and to establish a plan for the purchase ofShares upon a shareholder's bankruptcy, divorce, creditor lien, or death (including the death of ashareholder's spouse).Therefore, for and in consideration of the premises and mutual and dependent promises containedin this Agreement, the parties hereto, intending to be legally bound hereby, covenant and agree asfollows:ARTICLE 2.DEFINITIONS2.1 Defined Terms. As used in this Agreement, each parenthetically or otherwise definedcapitalized term in other Articles or Sections of this Agreement shall have the meaning so ascribed to it,and each of the following terms shall have the meaning ascribed to it in this Article 2 regardless ofwhether such term is parenthetically defined in the opening paragraph of this Agreement:“Agreement” means this Shareholder Agreement as it may hereafter be amended or restatedfrom time to time.“Board” means the Board of Directors of the Company.“Business Day” means any day other than a Saturday, Sunday or a day that is a legal holiday inHouston, Texas."Buy-Out Offer" means an offer made by any Person who is not then a Shareholder to purchasefor cash all but not less than all then issued and outstanding Shares at a price per Share that is greater thanor equal to the price per Share determined in accordance with Section 8.1."Buy-Out Offeror" means the Person who makes a Buy-Out Offer.“Commencement Date” means February 26, 2004, the effective date of this Agreement.A-4Shareholder Agreements

“Common Stock” means the common stock, $.01 par value per share, of the Companyauthorized by the Company's Articles of Incorporation, as may be amended or restated from time to time.“Company” means The Corporation of Texas, a Texas corporation."Controlling Interest" means, at any time, one or more Shareholders who, at such time, own ofrecord and beneficially more than two-thirds of the Shares.“Employee Shareholders” means every Shareholder that is not a Passive Shareholder, a FounderShareholder or a Venture Capital Shareholder.“Founder Shareholders” means [the original founders of the Company].“Immediate Family” means parents, siblings, spouse during marriage and not incident todivorce, lineal descendants (including those by adoption) and spouses of lineal descendants.“Initial Public Offering” means an underwritten public offering pursuant to an effectiveregistration statement under the Securities Act covering the offering and sale of shares of Common Stockat a price per share equal to or greater than $5.00 and in which gross proceeds exceed $10.0 million forthe account of the issuer.“Offer Notice” means with respect to a proposed Voluntary Transfer to be made by aShareholder, a written notice provided by such Shareholder of the terms, conditions and other informationrelating to the proposed Voluntary Transfer, including the name and notice address of the Shareholderproposing to make such Voluntary Transfer; the number of Shares that such Shareholder owns; thenumber of Shares that such Shareholder proposes to Transfer; a conformed copy of the proposedtransferee's offer to purchase; the proposed transferee's name and notice address; the price per Share thatthe proposed transferee will pay; how the proposed transferee determined the purchase price per Share;the terms and conditions of payment to be made by the proposed transferee; and any other agreements,documents or instruments relating to the proposed Voluntary Transfer. Notwithstanding the date thereof,no Offer Notice will be effective, and time periods set forth herein will not begin to run, until that OfferNotice is deemed given in accordance with Section 10.2 of this Agreement to all parties entitled to receivesuch Offer Notice.“Permitted Transferee” means any of the Persons listed in Section 4.1.“Person” means an individual, a corporation, a limited liability company, a trust, a partnership, ajoint stock association, a business trust or a government or agency or subdivision thereof, and shallinclude the singular and the plural.“Personal Representative” means the executor, administrator, guardian or conservator of theestate of a Shareholder or his Spouse in the event of his death or incapacity.“Pro Rata” means, with respect to any Shareholder, the number of Shares owned by suchShareholder divided by the total number of Shares owned by the Remaining Shareholders.“Remaining Shareholders” means, with respect to any specific event or transaction, all of theShareholders other than the Shareholder or Shareholders that are the subject of such event or transaction.“Securities Act” means the United States Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder.A-5Shareholder Agreements

“Shareholder” means, at any time, any Person who is or becomes a party to this Agreementpursuant to the terms hereof and at such time owns Shares.“Shares” means issued and outstanding shares of the Common Stock excluding treasury shares.All references to Shares owned by a Shareholder include the community interest, if any, of the Spouse ofthat Shareholder.“Spouse” means the spouse by marriage of an individual Shareholder.“Spousal Interest” means any interest in the Shares owned or claimed by Spouse pursuant tocommunity property laws, gift, inheritance, partition or otherwise.“Successors” means, with respect to any deceased individual who owned any Shares at his death,(i) such deceased individual's heirs or legatees then owning title to such deceased individual's Shares orthe deceased individual's Personal Representative, as the case may be, and (ii) the deceased individual'ssurviving Spouse, to the extent such Spouse owns a community interest in the deceased individual'sShares.“Third Party Offer” means a bona fide offer from a Person (other than the Company) topurchase or otherwise acquire Shares from a Shareholder.“Third Party Offeror” means a Person that makes a Third Party Offer.“Transfer” means (i) when used as a noun, any direct or indirect sale, assignment, gift, devise,pledge, hypothecation or other encumbrance, or any other disposition of Shares (or any interest in orvoting power of Shares) either voluntarily or by operation of law and (ii) when used as a verb, the act ofdirectly or indirectly selling, assigning, granting by gift, devising, pledging, hypothecating, or otherwiseencumbering or disposing of Shares (or any interest in or voting power of Shares) either voluntarily or byoperation of law. In connection with the use of the term "Transfer," the following terms shall have themeanings indicated below:“Involuntary Transfer” means, with respect to any Shares, any Transfer of such Shares otherthan a Voluntary Transfer of such Shares. Examples of an "Involuntary Transfer" include an attachment,seizure, or sheriff's sale in connection with the perfection of a judgment lien, sequestration, appointmentof a guardian or ward for the estate of a mentally incompetent individual, the filing of a petition ortransfer in bankruptcy, an award of property to a Spouse pursuant to a divorce decree and a Transfer atDeath.“Transfer at Death” means, with respect to any Shares owned by an individual, the Transfer ofsuch Shares to such individual's heirs, devisees or legatees at the death of such individual, whether suchShares pass by the laws of intestate succession, the terms of a Last Will and Testament or pursuant to themarital property laws of any state.“Transfer by Gift” means, with respect to any Shares, a Voluntary Transfer of all or any portionof the transferor's interest in such Shares to or for the benefit of a charitable organization or a naturalobject of the transferor's bounty for less than adequate consideration, but specifically excluding anyTransfer at Death.“Transfer by Sale” means, with respect to any Shares, a Voluntary Transfer to another Person ofall or any portion of the Transferor's interest in such Shares for adequate consideration in money orproperty.A-6Shareholder Agreements

“Voluntary Transfer” means, with respect to any Shares, a Transfer of any interest in suchShares by the free and voluntary act of the transferor (other than a Transfer of such Shares resulting fromthe filing of a petition in bankruptcy), Transfers by Gift, Transfers by Sales and voluntary pledges.“Venture Capital Shareholder” means [names of the Venture Capitalists that invested in theCompany].2.2 Additional Defined Terms. Each of the capitalized terms shown below are defined inthe Section of the Agreement indicated below:Defined TermCross Reference (Section)Aggressive Payment Terms8.2(a)Buy-Out Notice5.3(b)Call Closing Effective Date5.1(a)Call Notice 5.1Call Option 5.1Callable Shareholder5.2(a)Called Percentage5.1(c)Conservative Payment Terms8.2(b)Confidential Information 14.1Co-Sale Notice5.4(c)Co-Sale Offer5.4(a)Designating Shareholders 9.2Electing Participating Shareholders5.4(d)Full Number5.1(d)Mandatory Purchase Price 5.5Notifying Shareholder5.3(b)Offer3.3(a)Offeree 5.5Offered Securities 3.8Offeror 5.5Part Time Employee5.2(c)Participating Shareholder5.4(b)Passive Shareholder5.2(b)Push/Pull Offer 5.5Recipient 3.2Requesting Shareholder 3.8Sale Notice5.4(b)A-7Shareholder Agreements

ARTICLE 3.TRANSFER RESTRICTIONS GENERALLY3.1 Shareholder Agreement. Each Shareholder and Spouse covenants and agrees that hewill not Transfer or permit to be Transferred all or any portion of the Shares now owned or subsequentlyacquired by him, except in accordance with and subject to the terms and conditions of this Agreement. Acounterpart of this Agreement will be maintained by the Company at its principal place of business.3.2 New Shareholders. Notwithstanding any other provision of this Agreement, no Sharesmay be issued or Transferred to any Person who is not a party to this Agreement. As a conditionprecedent to the acquisition of Shares by any Person (herein called a "Recipient"), whether by newissuance from the Company or by Transfer from a Shareholder, each Shareholder authorizes and directsthe Company, prior to Transferring or issuing Shares to any Recipient, to execute, on its behalf and asagent for each Shareholder and Spouse, with that Recipient and, if applicable, that Recipient's spouse, anadoption agreement in substantially the same form attached hereto as Exhibit 3.2 pursuant to which he orthey agree to be bound by this Agreement. By executing the adoption agreement, that Recipient and thatRecipient's spouse agree and consent for themselves and for their respective successors, successors ininterest, heirs, legatees, devisees and legal representatives to be bound by the terms and conditions of thisAgreement. Upon execution of the adoption agreement, that Recipient and that Recipient's spouse willbecome a "Shareholder" and a "Spouse" for all purposes of this Agreement. The Company shall promptlydeliver to each Shareholder a conformed copy of each executed adoption agreement, and attach eachexecuted adoption agreement to the Company's copy of this Agreement.3.3 Voluntary Transfer Restrictions. Except for a Voluntary Transfer made to theCompany or pursuant to the provisions of Article 4 and Article 5, any proposed Voluntary Transfer of anyShares by a Shareholder is subject to the following provisions:(a) Prior to the Voluntary Transfer, the Shareholder shall first send an Offer Noticeto the Company and the Remaining Shareholders describing the Voluntary Transfer (the “Offer”).If any of the terms of the proposed Voluntary Transfer should change after the delivery of anOffer Notice, then the Shareholder shall promptly notify the Company of the changes, and thesubsequent notice will constitute a new Offer Notice for purposes of this Section 3.3(a).(b) For a period of 60 days after the date of the delivery of the Offer Notice to theCompany, the Company has the right to elect to purchase all or any portion of the Shares that arethe subject of the Offer for a per Share price equal to the lesser of (i) the offering price per Sharespecified in the Offer Notice for the Offer or (ii) the purchase price per Share determinedpursuant to Section 8.1. The purchase price for the Shares to be redeemed by the Companypursuant to acceptance of the Offer is payable in accordance with the Conservative PaymentTerms.(c) If the Voluntary Transfer is for consideration, the Company has the right topurchase all of the Shares to be transferred on terms identical to the terms of the Offer Notice (ora sum of money equal in value to the total consideration to be paid). If a portion of theconsideration consists of property other than cash, in determining the value of the totalconsideration, the property’s value is its fair market value as of the time the Company exercisesits right to purchase the Shares subject to the Offer.A-8Shareholder Agreements

(d) If the Company rejects the Offer, the Remaining Shareholders have theremainder of the Company’s 60-day period, plus 10 additional days, or 70 days from the date ofthe delivery of the Offer Notice to the Company and the Remaining Shareholders, to accept orreject the Offer in writing. Each Remaining Shareholder’s response to the Offer must specify themaximum number of Shares he would be willing to purchase. If any Remaining Shareholderaccepts the Offer, the acceptance arrangements and purchase price will be as described inSection 3.3(b). If more than one Remaining Shareholder accepts the Offer, each RemainingShareholder who accepts the Offer will be entitled to purchase that portion of the Shares to besold as is equal to a percentage determined by dividing (i) the number of Shares owned by thatRemaining Shareholder by (ii) the number of Shares owned by all Remaining Shareholders whoaccept the Offer.(e) If the Company and the Remaining Shareholders do not accept the Offer topurchase all of the Shares that are the subject of the Offer by the expiration of the foregoing timeperiods or, if prior to such time periods, the Company and the Remaining Shareholders reject theOffer in writing, then the Shareholder is entitled to sell the remaining Shares strictly inaccordance with the terms contained in the Offer Notice.3.4 Transfer by Pledge. No Shares may be pledged or otherwise voluntarily encumbered byany Shareholder unless the Board approves the pledge by a two-thirds vote of its members. The Boardhas sole discretion to allow any Shares to be pledged for any purpose. If, for any reason, any pledgedShares are foreclosed upon, the foreclosure will be considered an Involuntary Transfer and the provisionsof Section 6.1 will govern.3.5 Credit Agreement. Notwithstanding any other provision of this Agreement, a Transferof Shares will not be permitted if, in the Company's reasonable judgment (as evidenced conclusively by aresolution of the Board), that Voluntary Transfer would cause an event of default under any creditagreement or loan agreement to which the Company is a party as a borrower, and the lender in the creditagreement or loan agreement has not waived the default that would result from the proposed Transfer.3.6 Securities Laws Compliance. Prior to any Transfer of Shares, the Company mayrequire that the transferring Shareholder provide to the Company a legal opinion (in form and substancesatisfactory to the Company) rendered by counsel with substantial experience in securities regulationmatters to the effect that the proposed Transfer will not violate federal or applicable state securities laws.3.7 “S” Corporation Restrictions.(a) The Company has elected to be taxed as an "S" corporation for federal incometax purposes under the Internal Revenue Code of 1986, as amended (the "Code").Notwithstanding any other provision of this Agreement, unless and until the Company effectivelyrevokes or otherwise terminates its status as an “S” corporation, any attempted Transfer of Sharesthat would cause the Company to lose its status as an “S” corporation under the Code isprohibited, and any such Transfer is void. Prior to any Transfer of Shares, the Company mayrequire that the transferring Shareholder provide to the Company a legal opinion (in form andsubstance satisfactory to the Company) rendered by counsel with substantial experience in federalincome taxation, particularly "S" corporations, to the effect that the proposed Transfer will notcause the Company to lose its status as an “S” corporation under the Code. Any proposedtransferee that is a trust must be a qualified subchapter “S” trust under Section 1361(c)(2) of theCode.(b) If, notwithstanding the restrictions contained in Section 3.7(a), any of the Sharesare effectively made the subject of a Transfer to any Person that would cause the Company toA-9Shareholder Agreements

lose its status as an "S" corporation or if any change should occur with respect to a Shareholderthat would cause the Company to lose its status as an "S" corporation, then the Company has anoption exercisable at any time thereafter by providing notice thereof to that Person or thatShareholder to purchase all of the Shares owned by that Person or that Shareholder at thepurchase price per Share determined pursuant to the provisions of Section 8.1 to be payable inaccordance with the Conservative Payment Terms.3.8 Contractual Preemptive Rights. If the Company proposes to issue, sell or otherwisetransfer any shares of Common Stock (or any security convertible or exchangeable into Common Stock)(the “Offered Securities”), each Shareholder has the right to purchase the number of Offered Securitiesprovided below in this Section 3.8, provided, that the provisions of this Section 3.8 shall not apply to anyissuances (a) to any employee (including officers and directors) of the Company or any of its subsidiariespursuant to any stock option or similar benefit plan, employment agreement or any employee stockoffering, (b) in connection with a public offering or (c) in a merger, stock exchange, purchase of assets orsimilar transaction. The Company shall give each Shareholder at least 20 days’ prior written notice ofany such proposed issuance setting forth in reasonable detail the proposed terms and conditions thereofand shall offer to each Shareholder the opportunity to purchase such Offered Securities at the same price,on the same terms (including, if more than one type of security is issued, each type of security in the sameproportion offered), and at the same time as the Offered Securities are proposed to be issued by theCompany. A Shareholder may exercise its preemptive rights by delivery of an irrevocable written noticeto the Company not more than 10 days after delivery of the Company’s notice, which notice will state thenumber of Offered Securities the Shareholder (each a “Requesting Shareholder” and collectively, the“Requesting Shareholders”) would like to purchase. If the total number of Offered Securities requested tobe purchased exceeds the total number of Offered Securities proposed to be issued and sold by theCompany, then the Company will issue and sell the Offered Securities to the Requesting Shareholders prorata based on the number of Shares (determined on a fully-diluted basis) owned by each RequestingShareholder prior to the issuance at hand. If the total number of Offered Securities requested to bepurchased does not equal the total number of Offered Securities proposed to be issued and sold by theCompany, the Company shall give notice to each Requesting Shareholder and the RequestingShareholders will have three days to elect to purchase the remaining Offered Securities, provided, thatany over subscription will be subject to the pro rata cut-back provision described in the precedingsentence. [The provisions of this Section 3.8 will terminate upon consummation of an Initial PublicOffering by the Company.]ARTICLE 4.PERMITTED TRANSFERS BY GIFT4.1 Permitted Transfers by Gift. Subject to the provisions of Section 4.2, the provisions ofSection 3.3 do not apply to any Transfer by Gift made by a Shareholder during his life to:(a)(b)any member of such Shareholder's Immediate Family;a guardian of the estate of such Shareholder; or(c) the trustee of an inter vivos trust for the sole benefit of one or more members ofthe Shareholder's Immediate Family provided that the Company is notified in writing at least 30days prior to the proposed Transfer. The notice shall specify the exact name of the trust and itsfederal tax identification number (or indicate that the number has been applied for but notreceived), and the name, address and relationship to the Shareholder of all trustees andA-10Shareholder Agreements

eneficiaries of the trust or trusts and their respective federal tax identification or social securitynumbers (or indicate that the numbers have been applied for but not received).Any transfer to a child who is then under 21 years old must be conditioned upon the Shareholder retainingand reserving for himself the right to do any act with respect to the transferred Shares on behalf of thetransferee that is permitted, authorized or required hereby.4.2 Permitted Transfer Restrictions. Prior to any Transfer of Shares pursuant toSection 4.1, the Permitted Transferee must become a party to this Agreement in accordance with theprovisions of Section 3.2.4.3 Transfers by Permitted Transferees. The provisions of Section 3.3 do not apply to anyVoluntary Transfer of Shares made by a Permitted Transferee back to the Shareholder who originallymade a Transfer by Gift to the Permitted Transferee in accordance with Section 4.1.ARTICLE 5.CALL OPTIONS AND BUY-OUT OFFERS5.1 Company's Call Option. On and subject to the terms hereof, the Company has the rightand option ("Call Option"), exercisable at any time by written notice ("Call Notice") to the CallableShareholders, to redeem a portion of the Shares then owned by the Callable Shareholders. The CallOption is subject to and governed by the following provisions:(a) As used herein, the term "Call Closing Effective Date" means with respect to anyexercise of the Call Option, the last day of the second month following the month in which theCall Notice is provided to the Callable Shareholders.(b) The purchase price per share for the Shares being redeemed pursuant to anexercise of the Call Option is equal to (i) 100% of the Company's accrual basis book value as ofthe Call Closing Effective Date (determined in accordance with generally accepted accountingprinciples) divided by (ii) the total number of Shares issued and outstanding on the Call ClosingEffective Date (determined in accordance with the Company's stock records).(c) For each exercise of the Call Option, the Company will be required to specify inthe Call Notice effecting the exercise of the Call Option a percentage ("Called Percentage") to beused in calculating the number of Shares to be redeemed pursuant to the exercise of the CallOption. The Called Percentage may not exceed a percentage that would result in the sum of theCalled Percentages of all exercises of the Call Option by the Company during the same calendaryear to exceed 25%. Each Callable Shareholder will then be required to sell to the Company atthe closing of the redemption in accordance with the provisions of this Agreement the FullNumber of Shares for the Callable Shareholder in connection with the exercise of the Call Option.(d) As used herein, the term "Full Number" means, with respect to any CallableShareholder in connection with any exercise of the Call Option by the Company, a number ofShares equal to (A) the Called Percentage for the exercise of the Call Option multiplied by(B) the sum of (i) the total number of the then issued and outstanding Shares of the CallableShareholder plus (ii) the total number of Shares of the Callable Shareholder that have beenpreviously redeemed by the Company pursuant to prior exercises of the Call Option.A-11Shareholder Agreements

(e) The purchase price to be paid to each Callable Shareholder for the Shares beingredeemed pursuant to an exercise of the Call Option will be paid in accordance with theAggressive Payment Terms.(f) The Call Option may be exercised at any time and from time to time by theCompany, but in no event shall the sum of the Called Percentages for all exercises of the CallOption during any calendar year exceed 25%.5.2 Determination of Callable Shareholders. The following provisions determine theShareholders that are classified as Callable Shareholders as of any particular time:(a) As used herein, the term "Callable Shareholder" means, as of any time, aShareholder who has been classified as a Passive Shareholder for each of the last 12 months.(b) As used herein, the term "Passive Shareholder" means, as of any time, aShareholder who is, at the time, (i) a Part Time Employee, (ii) deceased or (iii) not employed bythe Company.(c) As used herein, the term "Part Time Employee" means, as of any time, anemployee of the Company who (i) failed to actively provide employment services to theCompany for 25 hours or more per week on average during any 90 consecutive day period and(ii) received written notification from the Company within 30 days following the end of that 90consecutive day period that he would be thereafter characterized as a Part Time Employee forpurposes hereof. Once an employee has received a notice from the Company designating him asa Part Time Employee pursuant to the provisions in the immediately preceding sentence, thatemployee will continue to be characterized as Part Time Employee for all purposes hereof,regardless of the number of hours of employment services that may be thereafter provided to theCompany by the employee, unless the Company agrees in writing, in its sole discretion, toremove that characterization as to the employee.5.3 Drag-Along Right.(a) Notwithstanding any other provision of this Article 5 and subject to theprovisions of this Section 5.3, if any Shareholder(s) receives a Buy-Out Offer and a ControllingInterest elects to accept the offer as to his Shares, then the Controlling Interest has the right torequire that all Shareholders sell 100% of their Shares to the Buy-Out Offeror on the same termsand subject to the same conditions of purchase and sale.(b) The Shareholder receiving a Buy-Out Offer (the "Notifying Shareholder") shallpromptly deliver to the Company and the Remaining Shareholders a written notice (the "Buy-OutNotice") that contains the information that must be contained in an Offer Notice given withrespect to a proposed Transfer subject to Section 3.3, and states that the Notifying Shareholderwishes to sell and cause to be sold all Shares held by him pursuant to the terms of the Buy-OutOffer as described in the Buy-Out Notice. Solely as among the parties to this Agreement, thestatement made in Buy-Out Notice is irrevocable and binding upon the Notifying Shareholder fora period of 30 days after the date the Buy-Out Notice is deemed to be given in accordance withSection 10.2 plus an additional 60 days (or a total of 90 days after the date the Buy-Out Notice isdeemed to be given in accordance with Section 10.2) if a Controlling Interest makes the samewritten commitment within 30 days after the Buy-Out Notice as contemplated by Section 5.3(d).The Notifying Shareholder promptly shall notify the Company and the Remaining Shareholdersin writing of any changes in the terms of the Buy-Out Offer as described in the Buy-Out Notice,which subsequent notice shall constitute a new offer for purposes of this Section 5.3.A-12Shareholder Agreements

(c) Each Remaining Shareholder who desires to participate in the Buy-Out Offershall, within 30 days after the date of the Buy-Out Notice, deliver written notice to the Companyand the Notifying Shareholder stating that he wishes to sell and cause to be sold all Shares heldby him pursuant to the terms of the Buy-Out Offer as described in the Buy-Out Notice. Solely asamong the parties to this Agreement, the statement, for a period of 90 days after the date of theBuy-Out Notice, is irrevocable and binding upon the Remaining Shareholder if a ControllingInterest makes the same written commitment.(d) If within 30 days after the date of a Buy-Out Notice, a Controlling Interest hasdelivered the appropriate written notice indicating that the Controlling Interest wishes to sellShares in connection with the Buy-Out Offer, then (i) the Company promptly will deliver writtennotice of that fact to all Shareholders, (ii) the Notifying Shareholder will advise the Buy-OutOfferor that all communications from the Buy-Out Offeror relating to the Buy-Out Offer must bedelivered to all Shareholders and (iii) for a period of 90 days after the date of the Buy-Out Notice,each Shareholder will be obligated to sell Shares to the Buy-Out Offeror pursuant to terms andconditions that are identical for all Shareholders and to those described in the Buy-Out Notice asto the purchase price per Share and terms of payment. Each selling Shareholder will pay his owncosts and expenses incurred in connection with the sale of his Shares; provided however, that ifany Shareholder did not elect to participate in the sale contemplated by the Buy-Out Offer butwas required to do so by the Controlling Interest, then each Shareholder who elected to require allShareholders to participate in the Buy-Out Offer is liable for and will pay a pro rata portion of theout-of-pocket costs and expenses incurred by each non-consenting Shareholder in connectionwith his sale of Shares (including attorneys' fees and expenses).5.4 Tag-Along Right.(a) Notwithstanding any other provision of this Article 5 and subject to theprovisions of this Section 5.4, in the event a Controlling Interest desires to sell or otherwisedispose of Shares constituting more than 50% of all of the Shares of Common Stock pursuant to aThird Party Offer, then the Remaining Shareholders will have a co-sale right as set forth in thisSection 5.4 (the “Co-Sale Offer”).(b) Upon the occurrence of a Co-Sale Offer, the Controlling Interest will promptlydeliver to the Company and the Remaining Shareholders a written notice (the “Sale Notice”) thatcontains the information that must be contained in an Offer Notice given with respect to aproposed Transfer subject to Section 3.3. Solely as among the parties to this Agreement, thestatements made in the Sale Notice are irrevocable and binding upon the Controlling Interest for aperiod of 60 days after the date the Sale Notice is deemed to be given in accordance withSection 10.2. The Controlling Interest promptly shall notify the Company and the RemainingShareholders in writing of any changes in the terms set forth in the Sale Notice, which subsequentnotice will constitute a new offer for purposes of this Section 5.4.(c) Each of the Remaining Shareholders has 30 days from the date of receipt of theSale Notice to make a demand for the Controlling Interest to cause the Third Party Offeror topurchase the Remaining Shareholder’s Shares by delivering to the Controlling Interest a notice(the “Co-Sale Notice”) duly executed by the Remaining Shareholder and specifying (i) the factthat the Remaining Shareholder is making a demand for the Controlling Interest to cause theThird Party Offeror to purchase the Remaining Shareholder’s Shares (any Remaining Shareholdermaking a demand is referred to as a “Participating Shareholder”) and (ii) the number of Sharesthe Participating Shareholder is requiring the Controlling Interest to cause the Third Party Offerorto purchase, up to the maximum number determined in Section 5.4(d). Solely as among theA-13Shareholder Agreements

parties to this Agreement, the Co-Sale Notice, for a period of 90 days after the date of the SaleNotice, is irrevocable and binding upon the Participating Shareholder.(d) On the closing date as set forth in the Sale Notice, each Participating Shareholderwill deliver to the Third Party Offeror certificates representing his Shares duly endorsed fortransfer to the Third Party Offeror or its designee, free and clear of all liens, claims orencumbrances whatsoever, and the Controlling Interest will cause the Third Party Offeror to payto each Participating Shareholder the purchase price for the Shares transferred as set forth in theSale Notice. The maximum number of Shares that a Participating Shareholder may require theControlling Interest to cause the Third Party Offeror to purchase pursuant to a Co-Sale Noticewill equal the number of Shares owned by the Participating Shareholder multiplied by a fraction,the numerator of which is the number of Shares set forth in the Third Party Offer and thedenominator of which is the total number of Shares owned by the Controlling Interest; provided,however, if a Participating Shareholder elects to sell less than the maximum number of Sharespermitted pursuant to this Section 5.4(d), the Shares not so sold may be sold by the otherParticipating Shareholders who have elected to sell the maximum number of Shares permitted bythis Section 5.4(d) (“Electing Participating Shareholders”) based on the proportion that thenumber of Shares desired to be sold by an Electing Participating Shareholder (up to the maximumnumber otherwise permitted by this Section 5.4(d)) bears to the aggregate number of Sharesdesired to be sold by all the Electing Participating Shareholders (up to the maximum number ofshares permitted by this Section 5.4(d)).5.5 Push/Pull Provision.(a) Notwithstanding any other provision of this Article 5 and subject to theprovisions of this Section 5.5, if at any time after the second anniversary of the date of thisAgreement, any Shareholder (the “Offeror”) wishes to sell all of the Offeror’s Shares or purchaseall of the Shares of any other Shareholder (the “Offeree”), then the Offeror shall deliver to theOfferee a written offer (a “Push/Pull Offer”) to purchase the Shares of the Offeree at a specifiedcash price (the “Mandatory Purchase Price”) or to sell Offeror’s Shares to the Offeree at theMandatory Purchase Price. The Mandatory Purchase Price is to be expressed as a dollar amountto be paid in cash per share of Common Stock. Any Shareholder who makes a Push/Pull Offermust offer to sell all of Offeror’s Shares or purchase all of the Shares of the Offeree. The Offerorwill, simultaneously with the delivery of the Push/Pull Offer to the Offeree, deliver to all otherShareholders a copy of the Push/Pull Offer.(b) Within 20 days after delivery of the Push/Pull Offer, the Offeror shall supply theOfferee with a complete unsigned set of closing documents that addresses the following issuesand contains the following provisions, all to be effective at the closing:(i)(ii)(iii)a mutual release in full for all claims and liabilities of the Offeror and Offeree toeach other or the Company;an indemnification of the seller of Shares and its affiliates and agents by theCompany to the fullest extent permissible under Texas law;a provision expressly addressing the treatment of the taxes owed by the seller ofShares as a result of his ownership in the Company for the portion of the yearprior to the closing of the purchase, as well as obligating the buyer of Shares topromptly prepare and file any tax returns relating to the periods in which theseller of Shares owned an interest;A-14Shareholder Agreements

(iv)(v)a provision expressly addressing the treatment of profits, losses and distributionsduring the period prior to and up to the closing of the purchase; anda provision requiring (x) the seller of Shares to either (at the election of the sellerof Shares) repay any debt owed to the Company by the seller of Shares at theclosing or have the purchase price reduced by that amount or (y) requiring theCompany or the buyer of Shares to repay any debt owed by the Company to theseller of Shares.(c) The Offeree will elect to either (i) sell his Shares to the Offeror for theMandatory Purchase Price or (ii) purchase the Shares of the Offeror for the Mandatory PurchasePrice. The election of the Offeree is binding upon the Offeror.(d) The Offeree has 30 days from and after the receipt of the Push/Pull Offer tonotify the Offeror in writing of his election. The failure of the Offeree to give the notice isdeemed an election to sell his Shares to the Offeror.(e) The closing of any purchase or sale under this Section 5.5 will occur 60 daysafter the receipt by the Offeree of the Push/Pull Offer, at which time the Mandatory PurchasePrice will be paid, the Shares being sold will be delivered to the purchasing Shareholder free andclear of all liens and encumbrances, and any other instruments or documents deemed reasonablynecessary by the Shareholder purchasing any of the Shares relating to the transfer or assignmentof the Shares being sold will be delivered. Any Shares sold pursuant to this Section 5.5 remainsubject to the terms and conditions of this Agreement. Only one Push/Pull Offer may beoutstanding at any time.ARTICLE 6.INVOLUNTARY TRANSFER RESTRICTIONS6.1 Involuntary Transfers.(a) Whenever a Shareholder has any notice or knowledge of any attempted,impending or consummated Involuntary Transfer (other than an Involuntary Transfer subject toArticle 7) of any of his Shares, whether by operation of law or otherwise, he shall give immediatewritten notice to the Company specifying the number of Shares that are subject to the InvoluntaryTransfer and all pertinent information in his possession relating to the Involuntary Transfer. Ifany Shares are ever subjected to any Involuntary Transfer (other than pursuant to Article 7), thenthe Company will at all times thereafter have the immediate and continuing option by notice tothe owner of the Shares to purchase all of the Shares for a purchase price per Share determinedpursuant to Section 8.1 to be payable in accordance with the Conservative Payment Terms.(b) If the Company does not exercise the option during the six-month period, or doesnot choose to purchase all of the Shares subject to the Involuntary Transfer, any Shareholderwhose Shares are not subject to the Involuntary Transfer has an identical option for 30 daysfollowing the six-month period. If more than one Shareholder exercises the option, eachShareholder is entitled to purchase that portion of the Shares as is equal to a percentagedetermined by dividing (a) the number of Shares owned by the Shareholder by (b) the number ofShares owned by all Shareholders who exercise the option. To the extent that the Shares subjectto the Involuntary Transfer are not purchased by the Shareholders, the Company’s optioncontained in Section 6.1(a) will continue with respect to those Shares.A-15Shareholder Agreements

(c) Notwithstanding anything to the contrary contained in this Agreement, theCompany has no obligation to recognize on its books or for any other purposes any InvoluntaryTransfer of any Shares unless and until (i) the transferee of the Shares pursuant to the InvoluntaryTransfer has offered all of the Shares for sale to the Company and the Remaining Shareholders,as applicable, at the price per Share determined pursuant to Section 8.1 to be payable inaccordance with the Conservative Payment Terms and (ii) the transferee of the Shares pursuant tothe Involuntary Transfer becomes a party to this Agreement in accordance with the provisions ofSection 3.2.6.2 Transfers in Bankruptcy.(a) If a Shareholder or Spouse is the named debtor in bankruptcy or receivershipproceedings, then the Company will at all times thereafter have the immediate and continuingoption by notice to the bankruptcy or receivership trustee or other applicable party to purchase allof the Shares that are the subject of such bankruptcy or receivership proceedings for a purchaseprice per Share determined pursuant to Section 8.1 to be payable in accordance with theConservative Payment Terms.(b) If the Company's purchase option described in Section 6.2(a) should not beexercised by the Company for any reason or is not enforceable by the Company for any reasonand all or any portion of the Shares subject to such bankruptcy or receivership proceedings areproposed to be made the subject of any kind of Transfer, then the Transfer will be deemed to be aVoluntary Transfer by a Shareholder and the Transfer will be subject to the provisions ofSection 3.3.ARTICLE 7.7.1 Death of Spouse.BUY-SELL AGREEMENT(a) Each Spouse hereby agrees to bequeath by will his entire Spousal Interest to theShareholder. This promise is made with Spouse’s full knowledge, is made for good and valuableconsideration and constitutes a covenant binding upon Spouse’s estate, Personal Representative,heirs and beneficiaries.(b) In the event that a Spouse dies and does not leave a valid will admitted to probatebequeathing the entire Spousal Interest to Shareholder, or if any will contest is filed by anyPerson challenging the validity of the bequest of the Spousal Interest to Shareholder, thenShareholder and Spouse’s Personal Representative will each notify the Board of that event. For aperiod of 90 days following the earliest to occur of (i) the qualification of Spouse’s PersonalRepresentative, (ii) the entry of an order of the probate court concluding that Spouse’s will doesnot bequeath the entire Spousal Interest to Shareholder or (iii) the filing of a will contest suit, thenthe Shareholder has the exclusive right and option to purchase the Shares at the purchase price perShare determined pursuant to Section 8.1 to be payable in accordance with the ConservativePayment Terms.(c) If, and to the extent, that the Shareholder does not or cannot purchase the entireSpousal Interest in the Shares pursuant to the foregoing provision within 90 days, then for aperiod beginning on the first day after expiration of the 90-day period and ending one year afterthe entry of a final order by the probate court disposing of the Spousal Interest in the Shares, theA-16Shareholder Agreements

Company has an exclusive option to purchase all or any portion of the Shares not purchased orawarded to Shareholder at the purchase price per Share determined pursuant to Section 8.1 to bepayable in accordance with the Conservative Payment Terms. To the extent that the Companyelects not to purchase all of the Spousal Interest in the Shares, the Remaining Shareholders havethe right to purchase all or any portion of the remaining Shares not purchased by the Company ona Pro Rata basis or as the Remaining Shareholders may otherwise agree among themselves.(d) If, and to the extent that, the Company and the Remaining Shareholders do notpurchase all of those Shares, then each Successor of that Spouse is entitled to require theCompany to transfer the appropriate portion of the Spouse's Shares to that Successor upon (i) theprovision to the Company of documentation as may be requested by the Company to evidence therightful ownership interest of the Successor in and to the Spouse's Shares and (ii) the Successorbecoming a party to this Agreement in accordance with the provisions of Section 3.2.7.2 Death of Shareholder.(a) Upon the death of a Shareholder, then the Company and the RemainingShareholders have the exclusive right and option to purchase all or any portion of the Sharesowned by the Shareholder, and the Shareholder (or the Personal Representative) has the right andoption to require the Company to purchase all or any portion of his Shares in each case at thepurchase price per Share determined pursuant to Section 8.1 to be payable in accordance with theAggressive Payment Terms. Upon the exercise of this option, the Shareholder’s PersonalRepresentative is obligated and bound to sell the Shares to the Company and the RemainingShareholders upon these terms, and the Company is obligated, to the extent it may lawfully do so,to purchase the Shares. Notice of the exercise of the option granted pursuant to this Section 7.2 isto be given to or by the Shareholder (or the Personal Representative) within 30 days after theCompany receives notice of the qualification of Shareholder's Personal Representative.(b) As between the Company and the Remaining Shareholders, the Company has thefirst and prior right to purchase all or any portion of the Shares, and the Remaining Shareholdershave the right to purchase all or any portion of the remaining Shares not purchased by theCompany on a Pro Rata basis or as the Remaining Shareholders may otherwise agree amongthemselves.(c) If, and to the extent that, the Company and the Remaining Shareholders do notpurchase all of the Shares, then each Successor of that Shareholder is entitled to require theCompany to transfer the appropriate portion of the Shareholder's Shares to the Successor upon(i) the provision to the Company of documentation as may be requested by the Company toevidence the rightful ownership interest of the Successor in and to the Shareholder's Shares and(ii) the Successor becoming a party to this Agreement in accordance with the provisions ofSection 3.2.7.3 Divorce of Shareholder and Spouse. If any Shares are owned by a Shareholder and hisSpouse jointly, and that Shareholder or his Spouse files a petition for divorce or institutes any other legalproceedings for the termination of their marriage, then the following procedures apply:(a) Shareholder’s interest in the Shares and Spouse’s Spousal Interest in the Shareswill be reflected on their respective inventories of marital and separate assets at a value not inexcess of the purchase price determined pursuant to Section 8.1;(b) Shareholder shall negotiate and seek, and his Spouse agrees to accept, an orderfor the division of marital and separate property such that Shareholder receives the entire SpousalA-17Shareholder Agreements

interest in the Shares in exchange for awarding to Spouse other marital and separate assets inwhich Shareholder has an interest that have a value approximately equal to the Spousal Interest(as valued above).(c) If the marriage of Shareholder and his Spouse is terminated by divorce orannulment, and Shareholder does not obtain all of his Spouse's interest in the Shares incident tothe divorce or annulment, then Shareholder and his Spouse will simultaneously give writtennotice to the Company within 30 days after the effective date of the final, non-appealable divorcedecree or of the annulment. The written notice will specify the effective date of termination ofthe marriage and the number of Shares to which any interest retained by the Shareholder's formerSpouse relates. For a period of 60 days after the effective date of termination of the marriage, theShareholder has an exclusive option to purchase all or any portion of his former Spouse's retainedinterest in the Shares at the purchase price per Share determined pursuant to Section 8.1 to bepayable in accordance with the Conservative Payment Terms. The Shareholder's 60-day option isexercised by delivering to his former Spouse and the Company a written notice specifying thenumber of Shares as to which the option is being exercised.(d) If the Shareholder does not purchase all of his former Spouse's Shares, then for aperiod of 60 days after the lapse of the Shareholder's 60 day option period, the Company has anexclusive option exercisable by written notice to the Spouse to purchase all or any portion of theformer Spouse's remaining Shares at the purchase price per Share determined pursuant toSection 8.1 to be payable in accordance with the Conservative Payment Terms. To the extent thatthe Company elects not to purchase all of the former Spouse’s remaining Shares, the RemainingShareholders have the right to purchase all or any portion of the remaining Shares not purchasedby the Company on a Pro Rata basis or as the Remaining Shareholders may otherwise agreeamong themselves.(e) If any option is exercised pursuant to this Section 7.3, then the former Spouse isobligated to sell the Shares retained incident to divorce or annulment with respect to which theoption or options are exercised. If a Shareholder should exercise his option to purchase anynumber of Shares owned by his former Spouse pursuant to the provisions of this Section 7.3, thenthe provisions of Sections 8.2, 8.3, 10.1 and 10.2 apply with respect to the purchase of the Sharesby the Shareholder to the same extent and in the same manner as if the Shareholder were theCompany redeeming the Shares from the former Spouse.(f) Shareholder and Spouse each agree that the Company may intervene in theirdivorce or annulment proceeding without their objection for the purpose of enforcing theCompany’s and the other Shareholders’ rights under this Section 7.3.7.4 Disability of Shareholder.(a) In the event a Shareholder becomes disabled as determined under Section 7.4(c)as an employee or consultant of the Company, then the Company and the RemainingShareholders have the exclusive right and option to purchase all or any portion of the Sharesowned by the Shareholder, and the Shareholder (or the Personal Representative) has the right andoption to require the Company to purchase all or any portion of his Shares in each case at thepurchase price per Share determined pursuant to Section 8.1 to be payable in accordance with theAggressive Payment Terms. Upon the exercise of the option, the Shareholder (or the PersonalRepresentative) is obligated and bound to sell his Shares to the Company and the RemainingShareholders upon those terms, and the Company is obligated, to the extent it may lawfully do so,to purchase all the Shares. Notice of the exercise of the option granted pursuant to thisA-18Shareholder Agreements

Section 7.4 is to be given to or by the Shareholder (or the Personal Representative) within 180days of the date on which the Shareholder is determined disabled by the Board.(b) As between the Company and the Remaining Shareholders, the Company has thefirst and prior right to purchase all or any portion of the Shares, and the Remaining Shareholdershave the right to purchase all or any portion of the remaining Shares not purchased by theCompany on a Pro Rata basis or as the Remaining Shareholders may otherwise agree amongthemselves.(c) For purposes of this Section 7.4, a Shareholder will be deemed "disabled" if theShareholder is unable to perform substantially all of his duties as an employee or consultant of theCompany due to injury, illness or disability (physical or mental) and the disability either(i) remains in effect for any 90 consecutive days or (ii) remains in effect for any combination of180 days (whether consecutive or not) out of any 360-day period. The determination of disabilityis to be made in good faith by a majority of the Board. The Board’s determination is binding onShareholder and may only be set aside by a court or arbitrator based upon a showing of bad faithof the Board by clear and convincing evidence.7.5 Termination of Employment or Competition.(a) In the event (i) an Employee Shareholder voluntarily terminates his employmentor consulting agreement with the Company, or in the event the Board terminates EmployeeShareholder's employment or consulting agreement (whether with or without cause) or (ii) aShareholder becomes interested (directly or indirectly), as an employee, officer, director,shareholder, partner, consultant or advisor, with a competitor of the Company (as determined bythe Board), then the Company and the Remaining Shareholders have the exclusive right andoption to purchase all or any portion of the Shares owned by the Shareholder at the purchase priceper Share determined pursuant to Section 8.1 to be payable in accordance with the ConservativePayment Terms. Notice of the exercise of the option granted pursuant to this Section 7.4(c) is tobe given to (i) the Employee Shareholder within 90 days of the date on which the EmployeeShareholder terminates his employment or consulting with the Company or EmployeeShareholder’s employment or consulting is terminated by the Company or (ii) the Shareholderwithin 90 days of the date on which the Company receives notice of the Shareholder’s interest ina competitor.(b) As between the Company and the Remaining Shareholders, the Company hasthe first and prior right to purchase all or any portion of the Shares, and the RemainingShareholders have the right to purchase all or any portion of the remaining Shares not purchasedby the Company on a Pro Rata basis or as the Remaining Shareholders may otherwise agreeamong themselves.7.6 Life and Disability Insurance. At all times during the term of this Agreement, theCompany will maintain life and disability insurance policies on the lives of each Founder Shareholder inamounts the Company reasonably believes would be sufficient to purchase all of that FounderShareholder’s Shares based on the purchase price per share pursuant to Section 8.1. Any insuranceproceeds in excess of, or not needed to pay, the amount required belong to the Company. If and when aFounder Shareholder for whom an insurance policy has been issued ceases to own his Shares, theCompany may surrender to the insurance company for its cash surrender value, if any, each policyrelating to that Founder Shareholder, or may hold, dispose of or discontinue the policies in any lawfulmanner it deems advisable; provided, however, that the Founder Shareholder has the option for 90 daysafter he ceases to own his Shares to purchase policies owned by the Company relating to him, at theircash surrender value, if any, plus any unearned premium.A-19Shareholder Agreements

ARTICLE 8.PURCHASE PRICE AND TERMS8.1 Purchase Price. The parties to this Agreement recognize and understand that theCommon Stock is closely held, that no public market exists for the Common Stock and that,consequently, a fair market value for the Shares is not readily determinable. Therefore, as usedthroughout this Agreement, the phrase "the purchase price per Share determined pursuant to Section 8.1"shall be the quotient of (i) 90% multiplied by the Company's accrual basis book value as of the last day ofthe month immediately preceding the closing of the purchase of the Shares being purchased (determinedin accordance with generally accepted accounting principles) divided by (ii) the total number of Sharesthen issued and outstanding (determined in accordance with the Company's stock records).8.2 Payment of Purchase Price. Payment of the purchase price for Shares purchased by theCompany and the Shareholders (as the case may be) (the “Purchasers”) pursuant to this Agreement is tobe made as follows (provided that the Purchasers may always elect to pay the purchase price in full incash or cash equivalents instead of on the following terms):(a) If the payment of the purchase price is specified herein to be paid in accordancewith the "Aggressive Payment Terms," then payment of the purchase price is to be made asfollows:(i)(ii)On the closing date of the purchase, the Purchasers deliver to the selling Shareholdera cash down payment equal to 80% of the total purchase price.The balance of the total purchase price will be paid in accordance with the termsof a two year recourse promissory note in substantially the same form as isattached hereto as Exhibit 8.2 with the following payment terms:(1) Interest only is payable on each of the first four quarterly installmentsfollowing the closing date.(2) The next four quarterly installments are comprised of a principalpayment equal to one-fourth of the original principal balance of the promissorynote and all accrued and unpaid interest thereon.(b) If the payment of the purchase price is specified herein to be paid in accordancewith the "Conservative Payment Terms," then payment of the purchase price is to be made asfollows:(i)(ii)On the closing date of the purchase, the Purchasers deliver to the sellingShareholder a cash down payment equal to 20% of the total purchase price.The balance of the total purchase price will be paid in accordance with the termsof a four year recourse promissory note in substantially the same form as isattached hereto as Exhibit 8.2 with the following payment terms:(1) Interest only is payable on each of the first eight quarterly installmentsfollowing the closing date.(2) The next eight quarterly installments are comprised of a principalpayment equal to one-eighth of the original principal balance of the promissorynote and all accrued and unpaid interest thereon.A-20Shareholder Agreements

8.3 Deliveries at Closing. At the closing of the purchase of any Shares to be made by thePurchasers pursuant to any of the provisions of this Agreement, the selling Shareholder and thePurchasers are obligated to execute and deliver the following instruments, certificates and agreements atthe closing:(a) The Purchasers deliver to the selling Shareholder the amount of cash and thepromissory note required to be delivered pursuant to the Aggressive Payment Terms or theConservative Payment Terms, whichever is applicable, and an originally executed Stock Pledgeand Purchase Money Security Agreement in the form of Exhibit 8.3 attached hereto together withcertificates evidencing all of the Shares being redeemed with blank stock powers to be held ascollateral security by the selling Shareholder for repayment of the promissory note delivered bythe Purchasers to the selling Shareholder.(b)following:(i)(ii)The selling Shareholder will deliver to the Purchasers at the closing theThe certificates representing the Shares being purchased by the Purchasersendorsed for transfer to the Purchasers, free of all liens, claims andencumbrances.Other instruments of assignment, certificates of authority, tax releases, consentsto transfer and instruments in evidence of title in compliance with this Agreementas may be reasonably required by the Purchasers.ARTICLE 9.VOTING AGREEMENT9.1 Proxies. Any proxies granted by the Shareholders to vote their Shares are subject to theprovisions of this Article 9.9.2 Nomination and Election of Directors. At each annual meeting of the Shareholders orany special meeting called for the purpose of electing directors of the Company or at any other time ortimes as they may agree, (i) the Founder Shareholders (as a group) and (ii) the Venture CapitalShareholders (as a group) each have the right to nominate three members of the Board (but only so longas at least one member of such group is a holder of Common Stock), and the Employee Shareholders (as agroup) (for purposes of this Article 9, collectively with the Founder Shareholders and the Venture CapitalShareholders, the “Designating Shareholders”) have the right to nominate one member of the Board (butonly so long as at least one Employee Shareholder is a holder of Common Stock), and each Shareholder isrequired to vote all of his respective Shares in favor of the election of all of the individuals so nominatedby the Designating Shareholders. The Board may have up to two additional “outside” directors who arenot affiliated with the Company or any of the Shareholders and who are nominated by the Board.9.3 Removal of Directors. No Shareholder may vote his Shares in favor of the removal of adirector nominated by any Designating Shareholder; provided, however, that upon the request of aDesignating Shareholder to remove a director nominated by the requesting Designating Shareholder, eachShareholder must vote all of his Shares in favor of the removal of that director.9.4 Vacancies in the Board. If any vacancy occurs in the Board because of the death,disability, resignation, retirement or removal of a director nominated and elected in accordance with thisArticle 9, the Designating Shareholder who nominated the individual creating the vacancy or, if thevacancy occurs because the Designating Shareholder having the right to nominate a director failed to doA-21Shareholder Agreements

so, the Designating Shareholder having the right to make the nomination will nominate a successor, andeach Shareholder must vote all of his Shares in favor of the election of the successor to the Board. Anyvacancy that occurs is required to be filled as promptly as possible upon the request of the DesignatingShareholder having the right to nominate an individual to fill the vacancy.9.5 Actions as Designating Shareholders. The Founder Shareholders, the Venture CapitalShareholders and the Employee Shareholders may take any actions as a group under this Article 9 asDesignating Shareholders only by the affirmative vote or consent of the holders of a majority of theShares of the group.9.6 Amendment of Bylaws or Articles of Incorporation. No Shareholder will vote hisShares in favor of an amendment or repeal of the Company’s Bylaws or Articles of Incorporation or forthe adoption of new Bylaws or Articles of Incorporation by the Company, without the consent of all theother Shareholders, if the amendment or repeal of the Bylaws or Articles of Incorporation or the newBylaws or Articles of Incorporation would affect the size or composition of the Board in violation of thisAgreement.9.7 Size of Board. The Company covenants that the Board will consist of seven membersplus up to two “outside” directors. If the Board amends the Bylaws of the Company or repeals theCompany’s Bylaws and adopts new Bylaws and the amendment or new Bylaws affects the size orcomposition of the Board in violation of this Agreement, each Shareholder will use his reasonable bestefforts to cause the amendment or new Bylaws to be further amended so as to be consistent with the termsand intent of this Agreement, and each Shareholder agrees to vote his Shares accordingly.9.8 Employee Shareholders. The Employee Shareholders’ right as a group to be aDesignating Shareholder pursuant to the provisions of this Article 9 terminates if all of the EmployeeShareholders cease to be employed by the Company.9.9 Voting Agreement. The voting agreement set forth in this Article 9 is intended as avoting agreement in accordance with Article 2.30B of the Texas Business Corporation Act.9.10 Director and Officer Liability Insurance. The Company will consider and maypurchase and maintain insurance, on behalf of any director or officer of the Company, against any liabilityasserted against, and incurred by, a director or officer in his capacity as a director or officer of theCompany, in amounts as the Board may deem appropriate.ARTICLE 10.CLOSING DATE AND NOTICES10.1 Closing Date. Whenever the Purchasers agree to, or become obligated to, purchaseShares under the terms of this Agreement, the closing date of the transaction will be a business day andhour specified by the Company (or if the Company is not one of the Purchasers, then by the Purchasers) ata designated location. Unless the parties agree to the contrary, the closing date may not be more than 90days after the event or notice that fixed the obligation of the Purchasers to purchase the Shares. Notice ofthe details of closing will be furnished by the Company (or if the Company is not one of the Purchasers,then by the Purchasers) no later than ten days prior to the closing date.10.2 Notices; Offers; Acceptances. Any notice, offer, acceptance, instruction, authorization,request or demand required or permitted hereunder must be in writing, and must be delivered either bypersonal delivery, by telegram or facsimile, by certified or registered mail, return receipt requested, or byA-22Shareholder Agreements

courier or delivery service, addressed to the parties hereto at the address indicated beneath their respectivesignatures on the execution pages of this Agreement or the adoption agreement contemplated bySection 3.2, as applicable, or at such other address and number as a party has previously designated bywritten notice given to the other parties in the manner hereinabove set forth. Notices are deemed givenwhen received, if sent by facsimile means (confirmation of such receipt by confirmed facsimiletransmission being deemed receipt of communications sent by facsimile means); and when delivered andreceipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent byexpress courier or delivery service, or sent by certified or registered mail, return receipt requested.ARTICLE 11.ENFORCEMENT11.1 Creation of Sufficient Surplus. In the event that the surplus of the Company isdetermined to be legally insufficient (under then existing law) to enable the Company to purchase anyShares the Board has determined to purchase under the terms of this Agreement, the Board, to the extentlegally possible, will take actions, adopt resolutions and cause certificates and other documents to be filedas may be necessary to create sufficient surplus to permit the purchase, and the Shareholders agree toperform required acts, execute instruments and vote their Shares in such a manner as may be reasonablynecessary to authorize or ratify any action taken to create sufficient surplus.11.2 Endorsements on Stock Certificates. Each certificate representing Shares now ownedor hereafter owned by the Shareholders or any transferee will bear conspicuous restrictive legends wordedsubstantially as follows, in addition to any other legends required by law:THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONSAGAINST TRANSFER AND WITH RESPECT TO VOTING PURSUANT TO THE TERMS OF ASHAREHOLDER AGREEMENT AMONG THIS CORPORATION AND ITS SHAREHOLDERS THATPROVIDES FOR, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE CORPORATION TOPURCHASE THESE SECURITIES IN CERTAIN INSTANCES. THE CORPORATION WILL FURNISHWITHOUT CHARGE A COPY OF THE AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATEUPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL PLACE OFBUSINESS OR REGISTERED OFFICE.THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATESECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OROTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTSOF THE ACT AND STATE SECURITIES LAWS OR UPON DELIVERY TO THIS CORPORATION OF ANOPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROMREGISTRATION IS AVAILABLE.THIS CORPORATION HAS ELECTED TO BE TAXED AS AN "S" CORPORATION FOR FEDERAL INCOMETAX PURPOSES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). ANYSALE, TRANSFER OR OTHER FORM OF DISPOSITION OF THE SECURITIES EVIDENCED BY THISCERTIFICATE THAT WOULD CAUSE THIS CORPORATION TO LOSE ITS STATUS AS AN "S"CORPORATION UNDER THE CODE IS VOID.11.3 Breach and Equitable Relief. Any purported Transfer in breach of any provision of thisAgreement is void; will not operate to Transfer any interest or title in the purported transferee; and willconstitute an offer by the breaching Shareholder to sell his Shares to the Company at the purchase priceper Share determined pursuant to Section 8.1 to be payable in accordance with the Conservative PaymentA-23Shareholder Agreements

Terms. In connection with any attempted Transfer in breach of this Agreement, the Company may holdand refuse to Transfer any Shares or any stock certificate tendered to it for Transfer, in addition to andwithout prejudice to any and all other rights or remedies that may be available to the Company. Eachparty to this Agreement acknowledges, understands and agrees that each other party hereto will sufferimmediate and irreparable harm if a party hereto breaches or attempts or threatens to breach thisAgreement and that monetary damages will be inadequate to compensate the non-breaching parties forany actual, attempted or threatened breach. Accordingly, each party hereto agrees that each of the otherparties hereto will, in addition to any other remedies available to them at law or in equity, be entitled tospecific performance or temporary, preliminary and permanent injunctive relief to enforce the terms andconditions of this Agreement without the necessity of proving inadequacy of legal remedies or irreparableharm, or posting bond, any requirements to equitable and injunctive relief being hereby specificallywaived.11.4 Governing Law and Severability. All questions concerning the construction, validityand interpretation of this Agreement, including the relative rights of the Company and the Shareholders,are governed by and construed in accordance with the laws of the State of Texas. If any term, provision,covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void orunenforceable, the remainder of the terms, provisions, covenants and restrictions will remain in full forceand effect and will in no way be affected, impaired or invalidated. It is hereby stipulated and declared tobe the intention of the parties that they would have executed this Agreement had the terms, provisions,covenants and restrictions that may be hereafter declared invalid, void or unenforceable not initially beenincluded herein.ARTICLE 12.EFFECT12.1 Binding Effect. This Agreement is binding upon, inure to the benefit of and beenforceable by the parties hereto, including the Company, its successors and assigns, as well as theShareholders and Spouses, their respective heirs, legatees, devisees, legal representatives, successors andpermitted assigns.12.2 Spouses. The Spouses are fully aware of, understand, and fully consent and agree to theprovisions of this Agreement and its binding effect on any interest that Spouse may have by reason ofmarriage to a Shareholder in any Shares subject to the terms of this Agreement held in the Shareholder'sname on the stock records of the Company at or subsequent to the date of execution of this Agreement.Any obligation of a Shareholder or his legal representative to sell or offer to sell his Shares under theterms of this Agreement includes an obligation on the part of that Spouse to sell or offer to sell anyinterest that Spouse may have in the Shares in the same manner.12.3 Representations and Warranties. Since all the parties to this Agreement are equallyfamiliar with the business operations and financial condition of the Company, no party is making anyrepresentations or warranties concerning the business operations or financial condition of the Company.All parties hereto represent, warrant and covenant that they have full power and authority to enter into andperform this Agreement in accordance with its terms, and that they will perform all agreements made bythem hereunder in accordance herewith.A-24Shareholder Agreements

ARTICLE 13.AMENDMENT, WAIVER AND TERMINATION13.1 Amendment. This Agreement may be amended at any time by a written instrumentexecuted by the Company (which will require Board approval by a majority of its members) andShareholders holding at least two-thirds of the Shares, provided that no amendment may adversely affectany rights of any party under this Agreement that have vested prior to amendment. The Companypromptly will send a conformed copy of each executed amendment to this Agreement to all parties hereto.13.2 Waiver. Any waiver of the terms or conditions hereof may be made only by a writteninstrument executed and delivered by the party waiving compliance. Any waiver granted by theCompany is effective only if executed and delivered by a duly authorized executive officer of theCompany. The failure of any party at any time or times to require performance of any provisions hereofin no manner affects the right to enforce the same. No waiver by any party of any term or condition, orthe breach of any term or condition contained in this Agreement in one or more instances is deemed to beor construed as a further or continuing waiver of any such term, condition or breach or a waiver of anyother term, condition or the breach of any other term or condition.events:13.3 Termination. This Agreement terminates upon the occurrence of any of the following(a) Upon the written agreement of the Company (which will require Board approvalby a majority of its members) and Shareholders holding at least two-thirds of the Shares, providedthat no termination may affect adversely any rights that have vested prior to termination; or(b) Upon naming of the Company as debtor in bankruptcy proceedings for a periodof 60 days without dismissal, the execution by the Company of an assignment for the benefit ofits creditors, the appointment of a receiver for the Company, or the voluntary or involuntaryliquidation or dissolution of the Company; or(c)Upon the consummation of an Initial Public Offering by the Company.The Company promptly will deliver written notice of any termination of this Agreement to all partieshereto.ARTICLE 14.MISCELLANEOUS14.1 Confidentiality. Each Shareholder acknowledges and agrees that:(a) its ownership interest in the Company affords it access to ConfidentialInformation regarding the Company and its business;(b) the dissemination or use of Confidential Information in any manner inconsistentwith protecting and furthering the Company, its business, and its prospects would cause theCompany great loss and irreparable harm; and(c) one of the duties of ownership in the Company is to prevent the dissemination oruse of Confidential Information in any manner inconsistent with protecting and furthering theCompany, its business and its prospects.A-25Shareholder Agreements

Therefore, each Shareholder agrees that it shall not for himself or on behalf of any other Person (whetheras an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal,consultant or in any other capacity) directly or indirectly use or disclose to any Person any ConfidentialInformation; provided, however, that (after reasonable measures have been taken to maintainconfidentiality and after giving reasonable notice to the Company specifying the information involvedand the manner and extent of the proposed disclosure thereof) any disclosure of such information may bemade to the extent required by applicable laws or judicial or regulatory process. "ConfidentialInformation" means information considered confidential by the Company and includes the followinginformation relating to the Company: customer lists; trade secrets; proprietary information; "know-how;"marketing and advertising plans and techniques; the existence or terms of contracts or potential contractswith, or other information identifying or relating to past, existing or potential customers or vendors; andcost data, pricing policies, and financial and accounting information. "Confidential Information" alsoincludes any information described in the preceding sentence that the Company obtains from anotherPerson and that the Company treats or has agreed to treat as confidential. "Confidential Information"does not include information that was or becomes generally available to the public unless resulting fromthe breach of this Section 14.1.14.2 Construction and Certain References. Whenever the context requires, the gender of allwords used herein includes the masculine, feminine and neuter, and the number of all words shall includethe singular and plural. Unless expressly stated otherwise, references to "include" or "including" means"including, without limitation." The terms "hereto," "herein" or "hereunder" shall refer to this Agreementas a whole and not to any particular Article or Section hereof. All titles and headings to Articles andSections in this Agreement are included for convenience and ease of reference and do not affect in anyway the meaning or interpretation of Articles or Sections of this Agreement. Unless otherwise specified,all references to specific Articles, Sections or Exhibits are deemed references to the correspondingArticles, Sections and Exhibits in, to and of this Agreement.14.3 Time of Essence. Time is of the essence in the performance of obligations hereunder.14.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement or itsbreach, including any claim or controversy as to the arbitrability of any claim or controversy and anyclaim for rescission, will be settled by arbitration in Harris County, Texas, in accordance with thearbitration rules then in effect of the National Association of Securities Dealers or, at the option of theCompany, of any securities exchange or self regulatory organization of which the Company is a member;provided, however, that the Company or any Shareholder may pursue the remedy of specific performanceof any term contained in this Agreement, or a preliminary or permanent injunction against the breach ofany term or in aid of the exercise of any power granted in this Agreement, or any combination, in anycourt having jurisdiction without resort to arbitration. The award of the arbitrators, or of the majority ofthem, will be final, and judgment upon the award may be entered by any court of competent jurisdiction.14.5 Counterparts. This Agreement may be executed in multiple counterparts, each of whichshall be considered an original but all of which together shall constitute one and the same instrument, andin making proof of this Agreement it is not be necessary to produce or account for more than onecounterpart.A-26Shareholder Agreements

IN WITNESS WHEREOF, on the effective date hereof, (i) the Company has executed thisAgreement in the space provided below and (ii) the Shareholders have executed this Agreement onseparate attached joinder pages.COMPANY:THE CORPORATION OF TEXASBy:_________________________________Name:_______________________________Title:________________________________Address:1000 LouisianaSuite 3400Houston, TX 77002Facsimile No. 713.276.5555Attention: SecretaryJoinder by Shareholder and SpousePrinted Name: _______________________Shareholder________________________________SpouseAddress for Notice:Number of Shares:Federal Tax ID No.:____________________________________________________________________________________________________________________________________________By executing below, the above named Shareholder and his spouse, if applicable, (i) agree to becomeparties to and bound by the terms and provisions contained in the Shareholder Agreement of TheCorporation of Texas dated effective February 26, 2004, and (ii) acknowledge that they have previouslyreceived a copy of the Shareholder Agreement as signed by the Company._______________________________Shareholder_______________________________SpouseA-27Shareholder Agreements

EXHIBIT "A"List of ShareholdersName Number of Shares Percentage OwnershipA-28Shareholder Agreements

EXHIBIT 3.2ADOPTION OF SHAREHOLDER AGREEMENTTHIS ADOPTION OF SHAREHOLDER AGREEMENT (this "Adoption Agreement") is entered into onthis ___ day of ________________, 200_, by and among The Corporation of Texas, a Texas corporation(the "Company"), the Shareholders and Spouses (as each undefined term is defined below).W I T N E S S E T H:WHEREAS, the Company, Shareholders and Spouses entered into a Shareholder Agreement datedFebruary 26, 2004 (the "Shareholder Agreement");WHEREAS, Section 3.2 of the Shareholder Agreement provides that as a condition precedent tothe acquisition of Shares by a transferee or issue, each Shareholder and Spouse authorizes and directs theCompany to execute, on the Company's behalf and as agent for each Shareholder and Spouse, with thetransferee or issue and spouse, if applicable, an agreement pursuant to which the transferee or issue andspouse, for themselves and for their respective successors, successors in interest, heirs, legatees, deviseesand legal representatives, agree to be bound by the Shareholder Agreement, as if an original party to theShareholder Agreement; andWHEREAS, the undersigned ____________________________, and spouse (if applicable),_________________, desire to acquire Shares of the Company.NOW, THEREFORE, for and in consideration of the premises and mutual and dependent covenantsand agreements herein contained, the Company, on its own behalf and as agent for each Shareholder andSpouse, and _____________and spouse (if applicable), agree as follows:1. A true and correct copy of the Shareholder Agreement, as amended and togetherwith all adoption agreements entered into pursuant to Section 3.2, is attached andincorporated by reference. All undefined capitalized terms used in this AdoptionAgreement have the meaning ascribed to them in the Shareholder Agreement.2. The undersigned, ________________and spouse (if applicable)___________________, having acquired ___ Shares, take the Shares subject to all of theterms, covenants, conditions, limitations, restrictions and provisions contained in theShareholder Agreement. By execution of this Adoption Agreement, the undersignedagree to be bound by the Shareholder Agreement and agree that the ShareholderAgreement is binding upon and inures to the benefit of the heirs, legatees, devisees, legalrepresentatives, successors and permitted assigns of the undersigned.3. ____________________________ and ____________________________acknowledge receipt of a true and correct copy of the Shareholder Agreement and furtheracknowledge that we have read the Shareholder Agreement and understand and agree toabide by all terms, covenants, conditions, limitations, restrictions and provisionscontained in the Shareholder Agreement.4. _________________________ and _______________________________hereby become a "Shareholder" and a "Spouse" for all purposes of the ShareholderAgreement as if original parties to the Shareholder Agreement.A-29Shareholder Agreements

IN WITNESS WHEREOF, the undersigned have executed this Adoption Agreement on the date firstabove written.THE CORPORATION OF TEXASBy:________________________________President, on behalf of theCompany and as agent for eachShareholder and Spouse______________________________________________________________________(Printed Name of New Shareholder)Address:Facsimile No.:Attention:________________________________________________________________________(Printed Name of Spouse)Address if different from New Shareholder:A-30Shareholder Agreements

EXHIBIT 8.2PROMISSORY NOTE$______________________________________________FOR VALUE RECEIVED, _________________(the "Maker"), promises to pay to the order of_________________or his assigns (the "Payee"), at or at such other address as Payee may from time totime designate in writing to Maker, at the time and in the manner hereinafter described in lawful moneyof the United States of America (i) the principal sum of $____________________ and (ii) interest fromthe date hereof until maturity upon the balance of the principal sum from time to time remaining unpaid atthe rate per annum equal to 1% below the average prime interest rate or base rate of the three largest NewYork based banking institutions (the "Base Rate"). The Base Rate shall be determined and adjusted onthe first business day of each month for application during such month.The Maker further promises to pay, in like money, interest upon all past-due principal and pastdueaccrued and unpaid interest from maturity until paid at the maximum rate of interest, if any, permittedto be charged of the Maker under either applicable state or federal law (the "Maximum Rate"), or, for anyperiod after such maturity, when no such Maximum Rate shall exist, Maker shall pay interest at the rate offour percentage points above the Base Rate.Interest on the unpaid principal balance shall be due and payable on the last day of each calendarquarter commencing _________________. This note shall mature and the principal of and all accruedand unpaid interest on this note shall be due and payable in full on _________.The Maker reserves the right to prepay this note in whole or in part at any time without thepayment of a premium or penalty. Prior to any default hereunder, all payments made under this note shallbe applied first to accrued interest and the balance, if any, to principal. Prepayments of principal shall beapplied against the next accruing principal payments due hereunder (i.e., in the regular order of maturity).Upon any default hereunder, all payments hereunder, whether designated as payments ofprincipal, interest or other sums owed hereunder, shall be applied to the principal or interest of this note orto any other sums provided for herein, or any combination of the foregoing, as determined by the ownerand holder of this note in its sole and complete discretion.It is the intention of the parties hereto to conform strictly to the applicable laws of the State ofTexas and the United States of America and judicial and/or administrative interpretations ordeterminations thereof ("Law") regarding the contracting for, charging and receiving of interest for theuse, forbearance and detention of money. The owner and holder hereof shall have no right to claim,charge or receive any interest in excess of the Maximum Rate on that portion of the face amountrepresenting principal that is outstanding and unpaid from time to time. Determination of the rate ofinterest for the purpose of determining whether this note is usurious under the Law shall be made byamortizing, prorating, allocating and spreading in equal parts during the period of the actual time of thisnote, all interest or other sums deemed to be interest (hereinafter referred to as "Interest") at any timecontracted for, charged or received from the Maker in connection with this note. Any Interest contractedfor, charged or received in excess of the Maximum Rate allowed by Law shall be deemed a result of amathematical error and a mistake; if this note is paid in part by the Maker prior to the end of the fullstated term of this note and the Interest received for the actual period of existence of this note exceeds theMaximum Rate, the owner and holder shall credit the amount of the excess against any amount owingunder this note or, if this note has been paid in full, or in the event that it has been accelerated prior tomaturity, the owner shall refund the Maker the amount of such excess, and shall not be subject to any ofA-31Shareholder Agreements

the penalties provided by Law for contracting for, charging or receiving Interest in excess of theMaximum Rate allowed by Law. Any such excess that is unpaid shall be canceled.In the event of a failure to pay any amount due hereunder and such failure continuing uncured forfive business days following notice to the Maker, then the owner and holder hereof, at its option, maydeclare the entire principal balance and accrued interest owing hereon at once due and payable withoutnotice. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in theevent of any subsequent default.The makers, signers, sureties, guarantors and endorsers of this note severally waive demand,presentment, notice of dishonor, diligence in collecting, grace, notice and protest, notice of the failure topay any installments of principal or interest or both prior to acceleration of maturity, notice of intent toaccelerate, notice of acceleration of maturity, and agree to one or more extensions for any period orperiods of time and partial payments, before or after maturity, without prejudice to the holder; and if thisnote shall be collected by legal proceedings through a probate or bankruptcy court or shall be placed inthe hands of an attorney for collection, the undersigned agrees to pay no less than ten percent of all unpaidprincipal and interest as reasonable attorneys' or collection fees.Address of Maker:By: ______________________________________Name: ____________________________________Title: _____________________________________A-32Shareholder Agreements

EXHIBIT 8.3STOCK PLEDGE AND PURCHASE MONEY SECURITY AGREEMENTDate:______________________I. PARTIES, COLLATERAL AND OBLIGATIONSFOR VALUE RECEIVED, and for the purpose of enabling ___________________ hereinafter called"Debtor"), whose address is _________________, to obtain credit accommodations from________________, (hereinafter called "Secured Party"), whose address is _____________, Debtorhereby grants to Secured Party a security interest in the following property:All of Debtor's present and after acquired interests in and to ____________shares ofcommon stock, par value $.01 per share (the "Shares") of The Corporation of Texas, aTexas corporation (the "Corporation"), and any and all additions, accessions andsubstitutions therefor, together with all proceeds, monies, income and benefitsattributable or accruing to said property, which Debtor is or may hereafter becomeentitled to receive on account of said property, including, but not by way of limitation, allinterest, premium, redemption proceeds and all dividends and other distributions on orwith respect to such Shares, whether payable in cash, stock or other property and allsubscription and other rights (all of such foregoing property collectively called the"Collateral").Immediately upon the execution of this Stock Pledge and Purchase Money Security Agreement(hereinafter referred to as this "Security Agreement") by or on behalf of Debtor, Debtor will deliver orcause to be delivered to Secured Party the instruments, securities and documents (if any) subject to thisSecurity Agreement with stock powers endorsed in blank; furthermore, if any money or monies,certificates of deposit, savings or passbook accounts, bank balances, instruments, securities, documents,chattel paper, letters of credit or advices of credit are, at any time or times, included in the Collateral,whether as proceeds or otherwise, upon demand therefor by Secured Party made after default, Debtor willpromptly deliver the same to Secured Party. The pledge and security interest granted herein secures theprompt and full payment and performance of all of the following indebtedness, liabilities and obligationsof Debtor to Secured Party (hereinafter collectively called the "Obligations"), whether joint or several,direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and allrenewals, extensions, increases, modifications, rearrangements, amendments and/or supplements of theObligations, and any of the same. Such Obligations shall consist of the indebtedness evidenced by thatcertain Promissory Note of even date herewith by Debtor to Secured Party in the original principalamount of ($__________ ) (the "Note"), and including all costs and expenses and attorneys' fees and legalexpenses payable by Secured Party in connection herewith or therewith, all in accordance with the termsof the Note and this Security Agreement. Unless otherwise agreed, all of the Obligations shall be payableat the address of Secured Party set forth above.II.WARRANTIES AND COVENANTS OF OWNERDebtor hereby warrants, covenants and agrees that:(1) Except for the security interest granted hereby, Debtor is the owner and holder of all theShares free from any adverse claim, security interest, encumbrance, lien, charge or any other right, title orinterest of any Person other than Secured Party; Debtor has full power and lawful authority to sell,A-33Shareholder Agreements

transfer and assign the Collateral to Secured Party and to grant to Secured Party a first, prior and validsecurity interest therein as herein provided; the execution and delivery and the performance hereof are notin contravention of any indenture, agreement or undertaking to which Debtor is a party or by whichDebtor (or Debtor's property) is bound; and Debtor will defend the Collateral against all claims anddemands of all Persons at any time claiming the same or any interest therein. All agents orrepresentatives acting for or on behalf of Debtor in connection with this Security Agreement or any aspecthereof, or entering into or executing this Security Agreement on behalf of Debtor, having duly authorizedthereto and therefor, and are fully empowered to act for and represent Debtor in connection with thisSecurity Agreement and all matters related hereto or in connection herewith. Except for that certainShareholder Agreement by and among the Corporation and its shareholders, dated February 26, 2004, andexcept as either evidenced on the certificates representing the Shares or otherwise previously disclosed inwriting by Debtor to Secured Party, Debtor hereby represents and warrants to Secured Party that theShares are not subject to any buy-sell agreements, irrevocable proxies or other restrictions.(2) (a) Debtor has not heretofore signed any financing statement or security agreementthat covers any of the Collateral, and in which Debtor is named as or has signed as "debtor," and no suchfinancing statement or security agreement is now on file in any public office.(b) As long as any amount remains unpaid on any of the Obligations, with respect tothe Collateral: (i) Debtor will not enter into or execute any security agreement or any financing statementother than those security agreements and financing statements in favor of Secured Party hereunder, andfurther (ii) there will not be on file in any public office any financing statement or statements (or anydocuments or papers filed as such) other than financing statements in favor of Secured Party hereunderunless, in any case subject to this paragraph (b), the specific prior written consent and approval ofSecured Party shall have been obtained.(c) Debtor authorizes Secured Party to file, in jurisdictions where this authorizationwill be given effect, a financing statement signed only by Secured Party covering the Collateral. At therequest of Secured Party, Debtor will execute such documents as Secured Party may determine, from timeto time, to be necessary or desirable under provisions of the Uniform Commercial Code, as adopted andamended, in the State of Texas (the "UCC"); without limiting the generality of the foregoing Debtoragrees to execute, at Secured Party's request, one or more financing statements in form satisfactory toSecured Party, and Debtor will pay the cost of filing or recording the same, or of filing or recording thisSecurity Agreement in all public offices at any time and from time to time, whenever filing or recordingof any such financing statement or of this Security Agreement is deemed by Secured Party to benecessary or desirable. In connection with the foregoing, it is agreed and understood between the partieshereto (and Secured Party is hereby authorized to carry out and implement the following agreements andunderstandings and Debtor hereby agrees to pay the cost thereof) that Secured Party may, at any time ortime, file as a financing statement any counterpart, copy or reproduction of this Security Agreementsigned by Debtor if Secured Party shall elect so to file, and it is also agreed and understood that SecuredParty may, if deemed necessary or desirable, file (or sign and file) as a financing statement any carboncopy of, or photographic or other reproduction of, this Security Agreement or of any financing statementexecuted in connection with this Security Agreement.(3) Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or anyinterest therein without the express prior written consent of Secured Party; and Debtor will keep theCollateral free from any lien, security interest, encumbrance, charge or claim adverse to the interest ofSecured Party; provided, however, prior to the happening of a default hereunder, nothing contained in thisSecurity Agreement shall prohibit Debtor from using "cash collateral" (as defined in Section 9.306 of theUCC).A-34Shareholder Agreements

(4) Except as specifically otherwise permitted or provided herein, if, at any time, Debtor holds orhas possession of any Collateral consisting of "non-cash collateral" (as defined in Section 9.306 of theUCC), then the same shall remain in Debtor's possession and control at all times at Debtor's risk of loss,and, if in Debtor's possession, is now kept, and at all times shall be kept, at the address first shown forDebtor at the beginning of this Security Agreement; and Debtor will promptly notify Secured Party of anychange in such address and of any new addresses where such Collateral may be kept and of any otherchange in the above-identified location of all or any part of such Collateral, and Debtor will not move orremove such Collateral, or any part thereof, from the addresses and places described and specified abovewithout the prior written consent of Secured Party.(5) Secured Party shall exercise reasonable care in the custody of any of the Collateral in itspossession or control hereunder at any time or times. Secured Party shall be deemed to have exercisedreasonable care if such Collateral is accorded treatment substantially equal to that which Secured Partyaccords its own property or if Secured Party takes such action with respect to the Collateral as Debtorreasonably requests in writing, but neither failure to comply with any such request nor any omission to doany act requested by Debtor shall be deemed to be a failure to exercise reasonable care. Debtor agrees totake necessary steps to preserve rights against any parties with respect to any Collateral in Secured Party'spossession or control, it being understood, however, that Secured Party has no responsibility forascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, renewals,collections or other matters relative to any Collateral, whether or not Secured Party has or is deemed tohave knowledge of such matters.(6) Debtor represents and warrants to Secured Party that the value of the consideration receivedand to be received, directly or indirectly, by Debtor as a result of the credit accommodations granted andextended by Secured Party to Debtor is fair consideration to Debtor and reasonably worth at least as muchas the Obligations, and that the credit accommodations granted and extended by Secured Party havebenefited and may reasonably be expected to benefit Debtor, directly or indirectly.(7) Prior to the happening of an event of default hereunder, as between Debtor and SecuredParty, Debtor shall have all rights of a shareholder of the Corporation with respect to the pledged Shares,including, without limitation, voting rights and the right to receive distributions.III.EVENTS OF DEFAULTDebtor shall be in default under this Security Agreement upon the happening of any of thefollowing events or conditions provided that Debtor shall fail to cure same within 20 days after writtennotice by Secured Party to Debtor setting forth the event or condition that occurred, except that in theevent of a default arising out of failure to make payments due Secured Party, Debtor shall have only fivedays for curative action after written notice by Secured Party.1. Default in the performance of any agreement or obligation of Debtor arising under thisSecurity Agreement or the Promissory Note executed in favor of Secured Party by Debtor, including anydefault in the timely payment of principal or interest on the Promissory Note.2. Any warranty, representation or statement made in this Security Agreement or made orfurnished to Secured Party in connection with this Security Agreement proves to have been false in anymaterial respect when made or furnished.3. Levy or any attachment, execution or other process that creates an encumbrance againstall or substantially all of the assets of Debtor or against the Collateral.A-35Shareholder Agreements

4. A. The dissolution of the Corporation.B. The filing by Debtor or the Corporation of a voluntary petition under any chapterof the Federal Bankruptcy Code or any other Federal or State Debtor's Relief Act.C. Debtor or the Corporation is granted a discharge in bankruptcy, makes anassignment for the benefit of creditors, or applies for or consents to the appointment of a receiver ortrustee with respect to any of its assets.D. A receiver or trustee is appointed or an attachment or execution levied withrespect to any substantial part of the assets of Debtor or the Corporation and the appointment is notvacated or the attachment or execution is not released within 60 days thereafter.5. Transfer of all or substantially all of the assets of the Corporation in a single transactionor series of transactions.6. Issue of any securities by the Corporation for consideration other than cash or propertyequal to the fair market value of the securities except for the issuance of shares of the Corporation'scommon stock and options exercisable for such shares to officers, directors, employees or consultants ofthe Corporation, as part of their compensation, incentive or otherwise.IV.REMEDIES(1) In the event of any default in the payment or performance of any of the Obligations orany principal, interest or other amount payable thereunder, when due, or upon the happening of any of thedefaults specified in this Security Agreement, and at any time thereafter, Secured Party shall have andmay exercise, with reference to the Collateral and the Obligations, any or all of the rights and remedies ofa secured party under the UCC or any other applicable law, and as otherwise granted herein or under anyother law or under any other agreement executed by Debtor, including, without limitation, the right andpower to sell, at public or private sale or sales, or otherwise dispose of or utilize the Collateral and anypart or parts thereof in any manner permitted by the UCC after default by a debtor, and to apply theproceeds thereof toward payment of any costs and expenses, attorneys' fees and legal expenses therebyincurred by Secured Party and toward payment of the Obligations in such order or manner as SecuredParty may elect. To the extent any notice of sale or other disposition of the Collateral is required, Debtoragrees that if such notice is sent as provided in Section V of this Security Agreement, at least five daysbefore the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfyany requirement for giving of notice.(2) Secured Party is expressly granted the right, at its option, to transfer at any time after adefault, to itself or to its nominee the Collateral, or any part thereof, and to receive the monies, income,proceeds or benefits attributable or accruing thereto (including voting rights) and to hold the same assecurity for the Obligations or to apply the same on the principal and interest or other amounts owing onany of the Obligations, whether or not then due, in such order or manner as Secured Party may elect.Secured Party is expressly granted the rights, exercisable at its option at any time after default, to takecontrol of any proceeds and to notify account debtors, lessees or obligors on any instrument to make allpayments directly to Secured Party on any and all accounts, leases or instruments constituting, at any timeor from time to time, a part of the Collateral; and Debtor will, upon request of Secured Party, so notify allsuch account debtors, lessees or obligors.(3) As to any Person (other than Debtor), all recitals in any instrument of assignment or anyother instrument executed by Secured Party incident to the sale, transfer, assignment or other dispositionA-36Shareholder Agreements

or utilization of the Collateral or any part thereof hereunder shall be full proof of the matters stated thereinand no other proof shall be requisite to establish full legal propriety of the sale or other action taken bySecured Party or of any fact, condition or thing incident thereto and all prerequisites of such sale or otheraction or of any fact, condition or other incident thereto shall be presumed conclusively to have beenperformed or to have occurred.(4) All rights to marshalling of assets of Debtor, including any such right with respect to theCollateral, are hereby waived by Debtor.V. GENERAL(1) Upon the occurrence of a default hereunder, Secured Party may, at its option, whether ornot the Obligations are due, demand, sue for, collect or make any compromise or settlement it deemsdesirable with reference to the Collateral. Except as otherwise expressly provided herein, Secured Partyshall not be obligated to take any steps necessary to preserve any rights in the Collateral against otherparties, which Debtor hereby assumes to do.(2) This Security Agreement is not be construed as relieving Debtor from full liability on theObligations and any and all future and other indebtedness secured hereby and for any deficiency thereon.(3) No delay or omission on the part of Secured Party in exercising any right hereunder shalloperate as a waiver of any such right or any other right. A waiver on any one or more occasions shall notbe construed as a bar to or waiver of any right or remedy on any future occasion.(4) The execution and delivery of this Security Agreement in no manner shall impair oraffect any other security (by endorsement or otherwise) for the payment of the Obligations and nosecurity taken hereafter as security for payment of any part or all of the Obligations shall impair in anymanner or affect this Security Agreement, all such present and future additional security to be consideredas cumulative security. Any of the Collateral may be released from this Security Agreement withoutaltering, varying or diminishing in any way the force, effect, lien, security interest or charge of thisSecurity Agreement as to the Collateral not expressly released, and this Security Agreement shallcontinue as a first lien security interest and charge on all of the Collateral not expressly released until allsums and indebtedness secured hereby have been paid in full. Any future assignment or attemptedassignment or transfer of the interest of Debtor in and to any of the Collateral shall not deprive SecuredParty of the right to sell or otherwise dispose of or utilize all of the Collateral as above provided ornecessitate the sale or disposition thereof in parcels or in severalty.(5) All notices and demands required or made hereunder will be deemed to have been giventhree Business Days after being deposited in the United States mails (certified, return receipt requested)addressed to Debtor or Secured Party (as appropriate) at the address for such Person given in the firstparagraph of this Security Agreement, or at any other address of which it shall have notified the othersignatories hereto in writing; provided, however, actual notice to any signatory hereto, however given orreceived, shall always be effective.(6) All rights of Secured Party hereunder shall inure to the benefit of its [insert either"successors and assigns" if Secured Party an entity, or "heirs, administrators, personal and legalrepresentatives and assigns" is Secured Party an individual]; and all obligations of Debtor shall bind its[either "successors and assigns" or "heirs, administrators, personal and legal representatives and assigns"].(7) Each term used in this Security Agreement, unless the context otherwise requires, and inall events subject to any express definitions set forth in this Security Agreement, shall be deemed to haveA-37Shareholder Agreements

the same meaning herein as that given each such term under the UCC. As used in this SecurityAgreement and when required by the context, each number (singular and plural) shall include allnumbers, and each gender shall include all genders.(8) This secured transaction is governed by, and construed in accordance with, the laws ofthe State of Texas.(9) No amendment, modification or waiver of any provision of this Security Agreement iseffective in any event unless the same is in writing and signed by both the Debtor and Secured Party.(10) This Security Agreement may be executed in multiple counterparts, and each counterpart,when so executed and delivered, will constitute but one and the same instrument.Executed as of the day and year first above written.DEBTOR:By:Printed Name and Title [if applicable]SECURED PARTY:By:Printed Name and Title [if applicable]A-38Shareholder Agreements

EXHIBIT BVOTING TRUST AGREEMENTAMONG SHAREHOLDERSThis agreement (this “Agreement”) made as of ____________, 200__ between the severalshareholders of_________________, a corporation organized and existing under the laws of_____________ (the “Corporation”), whose names are subscribed below and all other shareholders of theCorporation who shall join in and become parties to this Agreement as hereinafter provided, all of whichshareholders are hereinafter called subscribers, and ______________, who are hereinafter called theTrustees.WHEREAS, the subscribers are respectively owners of shares of the Common Stock of theCorporation in the amount set opposite their respective signatures hereto;WHEREAS, with a view to the safe and competent management of the Corporation in the interestsof all the shareholders thereof, the subscribers are desirous of creating a Trust in the manner following:It is hereby agreed as follows:a. TRANSFER OF STOCK TO TRUSTEES. Each of the subscribers by execution of the stockpower in the form attached hereto as Exhibit A assigns and delivers to the Trustees any certificaterepresenting shares of stock owned by them respectively and shall do all things necessary for the transferof their respective shares to the Trustees on the books of the Corporation.b. OTHER SHAREHOLDERS MAY JOIN. Every shareholder in the Corporation may become aparty to this Agreement by executing the same and assigning and delivering the certificate or certificatesof his or her shares of stock to the Trustees in the manner provided in the preceding paragraph.c. TRUSTEES TO HOLD SUBJECT TO AGREEMENT. The Trustees shall hold the said shares ofstock so transferred to them for the common benefit of the subscribers, under the terms and conditionshereinafter set forth.d. ISSUANCE OF STOCK CERTIFICATES TO TRUSTEES. The Trustees shall surrender to theproper officers of the Corporation for cancellation of all certificates of stock which shall be assigned anddelivered to them as hereinafter provided, and in their stead shall procure new certificates to be issued tothem as Trustees under this Agreement.e. VOTING TRUST CERTIFICATES. The Trustees shall issue to each of the subscribers aVoting Trust Certificate for the number of shares represented by the certificates of stock by himtransferred to the Trustees. Each Voting Trust Certificate shall state that it is issued under thisAgreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder ofthe person to whom it is issued, and shall be assignable, subject to the provisions of that certainShareholders’ Agreement, dated _________ (the “Shareholders’ Agreement”), after the manner ofcertificates of stock on books to be kept by the Trustees. The Trustees shall keep a list of the shares of theTrust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferredon their books, which records shall contain the names and addresses of the Voting Trust Certificateholders and the number of shares represented by each such certificate. Such list and record shall be openat all reasonable times to the inspection upon the books of the Trustees of any Voting Trust Certificate,the transferee shall succeed to all the rights hereunder of the transferor.B-1Shareholder Agreements

Each Voting Trust Certificate shall be substantially in the following form:TRUSTEES’ CERTIFICATEThis is to certify that the undersigned Trustees have received a certificate or certificates issued inthe name of [name], evidencing the ownership of [number] shares of Common Stock of [corporation], a[state] corporation, and that such shares are held subject to all the terms and conditions of that certainagreement, dated as of [date], by and between [names], as Trustees, and certain shareholders in[corporation]. During the period of ten years from and after [date], the Trustees, or their successors,shall, as provided in said agreement, possess and be entitled to exercise the vote and otherwise representall of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof byvirtue of the ownership of this certificate.Upon the termination of said Trust, this certificate shall be surrendered to the Trustees by theholder hereof upon delivery to such holder of a stock certificate representing a like number of shares.IN WITNESS WHEREOF, the undersigned Trustees have executed this certificate as of____________, 200_.____________________________________________________________________________________________________________________________________TRUSTEESf. RESTRICTION ON TRANSFER OF VOTING TRUST CERTIFICATE. Each of the beneficiariesagrees that during the term of this Agreement, the Trustees’ Certificate will not be sold or transferredexcept in accordance with the terms and conditions of the Shareholders’ Agreement, relating to the sale ofshares of the Corporation, so long as the Shareholders’ Agreement remains in effect. The Trustees’Certificates shall be regarded as stock of the Corporation, within the meaning of any provision of theBylaws of the Corporation imposing conditions and restrictions upon the sale of stock of the Corporation.g. TRUSTEES TO VOTE STOCK. It shall be the duty of the Trustees, and they, or a majorityof them, shall have full power and authority, and are hereby fully empowered and authorized to representthe holders of the Voting Trust Certificates and the stock transferred to the Trustees as aforesaid, and tovote said stock, as in the judgment of the Trustees or a majority of them may be for the best interest of theCorporation, at all meetings of the shareholders of the Corporation, in the election of directors and uponany and all matters in question, which may be brought before such meetings, as fully as any shareholdermight do if personally present.h. TRUSTEES’ LIABILITY. The Trustees shall use their best judgment in voting upon thestock transferred to them, but shall not be liable for any vote cast, or consent given by them, in good faith,and in the absence of gross negligence.i. DIVIDENDS AND OTHER DISTRIBUTIONS. The Trustees shall collect and receive alldividends and other distributions that may accrue upon the shares of stock subject to this Trust, and,subject to deduction as provided in the following paragraph, shall divide the same among the VotingTrust Certificate holders in proportion to the number of shares respectively represented by their VotingTrust Certificates.B-2Shareholder Agreements

j. TRUSTEES’ INDEMNITY. The Trustees shall be entitled to be indemnified fully out of thedividends and other distributions coming into their hands against all costs, charges, expenses and otherliabilities properly incurred by them in the exercise of any power conferred upon them by these presents;and the subscribers, and each of them hereby covenant with the Trustees that in the event of the moniesand securities in their hands being insufficient for that purpose, the subscribers and each of them will inproportion to the amount of their respective shares and interests hold harmless and keep indemnified theTrustees of and from all loss or damage which they may sustain or be put to by reason of anything theymay lawfully do in the execution of this Trust.k. APPOINTMENT OF TRUSTEES TO FILL VACANCIES. In the event of the death, resignationor refusal or inability to act by any Trustee, the surviving or other Trustee or Trustees shall appointTrustee or Trustees to fill the vacancy or vacancies, and any person so appointed shall thereupon bevested with all the duties, power and authority of a Trustee hereunder as if originally named herein. Priorto the commencement of the Trustee’s duties, each original Trustee and each Trustee subsequentlyappointed shall sign a copy of the Shareholders’ Agreement relating to the shares of the Corporation andshall thus signify the consent to be bound thereby and the agreement to perform the terms thereof. All ofthe terms, provisions and conditions of said Shareholders’ Agreement shall apply to all Trustees with thesame force and effect as if such Trustees had originally signed the Shareholders’ Agreement.l. CONTINUANCE AND TERMINATION OF TRUST. The Trust hereby created shall becontinued until ________, and shall then terminate, provided, however, that this Agreement shallterminate upon the effective date of a registration statement for a public offering of shares of theCorporation pursuant to the provisions of the Securities Act of 1933 and other related acts and regulationsissued thereunder, as amended. Upon termination of the Trust, the Trustees shall, upon the surrender ofthe Voting Trust Certificates by the respective holders thereof assign and transfer to them the number ofshares thereby represented.m. ENDORSEMENTS. All Voting Trust Certificates issued by the Trustees hereunder shallhave endorsed thereon a statement that they are held in accordance with and subject to the terms of theShareholders’ Agreement.n. CONFLICTS. This Voting Trust Agreement is entered into in accordance with andpursuant to the Shareholders’ Agreement and the provisions of this Agreement shall be construedconsistently with the provisions of the Shareholders’ Agreement. In the event of a conflict in theprovisions hereof and the provisions of the Shareholders’ Agreement, the provisions of the Shareholders’Agreement shall prevail.IN WITNESS WHEREOF, the subscribers have hereunto set their hands and seals and set oppositetheir respective signatures the number of shares held by them respectively, and the Trustees, in token oftheir acceptance hereby created, have hereunto set their hands and seals.____________________________________________TRUSTEE____________________________________________TRUSTEE____________________________________________TRUSTEENumber of Shares___________________________________________________________________________________________________SUBSCRIBER___________________________________________SUBSCRIBERB-3Shareholder Agreements

VOTING TRUST CERTIFICATENo.______________________________________ Shares Preferred_________ Shares CommonVOTING TRUST CERTIFICATE FOR SHARES OF STOCKTHIS IS TO CERTIFY that [shareholder], (hereinafter called the “Holder”) or his transferor hasdeposited under the Voting Trust Agreement hereinafter mentioned a certificate or certificates for[number] shares of [common/preferred] stock (the “Stock”) of [corporation] (the “Corporation”), acorporation of the State of [state], and until the termination of the Voting Trust Agreement is entitled toreceive payments equal to the amount of dividends or other distributions, if any, received by the Trusteeupon the shares of stock represented by this certificate, less any taxes imposed thereon that the Trusteemay be required to pay thereon or to withhold therefrom under any present or future law affecting thematter and also less a proportionate share of the expenses of the Trustee. The shares of Stock depositedhereunder are the shares of the only classes of stock of the Corporation issued and outstanding at the dateof the Voting Trust Agreement, and this certificate shall likewise represent any and all shares of Stock orany other class or classes that, upon any increase or reclassification of the class of Stock of theCorporation, shares of which are at the time deposited under the Voting Trust Agreement, shall be issuedin lieu of, or in respect of, the shares of Stock so originally deposited, which Stock shall have beenreceived by the Trustee by virtue of ownership as Trustee of the Stock theretofore held under the VotingTrust Agreement and represented by this certificate.Upon the termination of the Voting Trust Agreement, the holder, or registered assigns, shall beentitled to receive a certificate or certificates for the number of shares of Stock of each class representedby this Voting Trust Certificate. Until the actual delivery to the holder hereof of the Stock certificate orcertificates represented or called for hereby, the Trustee shall possess, and shall be entitled to exercise, allrights and powers of absolute owners and holders of record of the Stock deposited hereunder, includingthe right to vote for every purpose and to consent to or waive any corporate act of the Corporation of anykind; it being expressly stipulated that no voting right, or right to give consents or waivers in respect ofthe Stock, passes to the holder hereof or assigns by or under this Voting Trust Certificate or by or underany agreement, express or implied.This Voting Trust Certificate is issued under and pursuant to, and the rights of the holder hereofare subject to and limited by, the terms an conditions of a Voting Trust Agreement dated [date], by andbetween the owners and holders of certain shares of the stock of the Corporation, as parties of the firstpart, and [name], party of the second part, and his successor as Trustee thereunder, a duplicate original ofwhich Voting Trust Agreement has been filed in and will be found at the office of the Corporation, at[address], at all times during business hours is and will be open to inspection by any stockholder of theCorporation or his attorney.Stock certificates shall be due for delivery and shall be delivered by the Trustee at the office ofthe Corporation, in exchange for Voting Trust Certificates, upon the termination of the Voting TrustAgreement, in accordance with its provisions or in accordance with the law.In the event of the dissolution or total or partial liquidation of the Corporation the money andother property received by the Trustee in respect to the Stock represented by this Voting Trust Certificateshall be paid or delivered to the holder of record hereof, but only upon surrender of this Voting TrustCertificate in case of dissolution or the presentation of this Voting Trust Certificate for the notationthereon of the distribution in case of a partial liquidation.B-4Shareholder Agreements

This Voting Trust Certificate and the right, title and interest in and to the shares of stock inrespect of which this Voting Trust Certificate is issued, are transferable on the books of the Trustee by theregistered holder hereof in person or by attorney duly authorized, according to the rules established forthat purpose by the Trustee and on surrender hereof property assigned; and until so transferred the Trusteemay treat the registered holder hereof as the owner for all purposes whatsoever except that no delivery ofstock certificates hereunder shall be made without the surrender hereof.As a condition of making or permitting any transfer or delivery of stock certificates or VotingTrust Certificates, the Trustee may require the payment of a sum sufficient to pay or reimburse him forany stamp tax or other governmental charge in connection therewith and for a proportionate part of hisexpenses as Trustee.200__.IN WITNESS WHEREOF, the Trustee has signed this certificate this _____ day of ___________,____________________________________________TRUSTEEB-5Shareholder Agreements

A. Shareholder Agreements - TexasEXHIBIT CRELEVANT STATUTESThere are two Texas Business Corporation Act (TBCA) articles that should be frequently reviewed in thecontext of preparing shareholder agreements.Art. 2.22. Transfer of Shares and Other Securities and Restrictions on TransferA. The shares and other securities of a corporation shall be personal property for all purposes andshall be transferable in accordance with the provisions of Chapter 8 - Investment Securities - of theBusiness and Commerce Code, as amended, except as otherwise provided in this Act.B. A restriction on the transfer or registration of transfer of a security, or on the amount of thecorporation's securities that may be owned by any person or group of persons, may be imposed bythe articles of incorporation, or by-laws, or a written agreement among any number of the holdersof such securities, or a written agreement among any number of the holders and the corporationprovided a counterpart of such agreement shall be placed on file by the corporation at its principalplace of business or its registered office and shall be subject to the same right of examination by ashareholder of the corporation, in person or by agent, attorney or accountant, as are the books andrecords of the corporation. No restriction so imposed shall be valid with respect to any securityissued prior to the adoption of the restriction unless the holder of the security voted in favor of therestriction or is a party to the agreement imposing it.C. Any restriction on the transfer or registration of transfer of a security of a corporation, ifreasonable and noted conspicuously on the certificate or other instrument representing the securityor, in the case of an uncertificated security, if reasonable and if notation of the restriction iscontained in the notice sent pursuant to Section D of Article 2.19 of this Act with respect to thesecurity, shall be specifically enforceable against the holder of the restricted security or anysuccessor or transferee of the holder. Unless noted conspicuously on the certificate or otherinstrument representing the security or, in the case of an uncertificated security, unless notation ofthe restriction is contained in the notice sent pursuant to Section D of Article 2.19 of this Act withrespect to the security, a restriction, even though otherwise enforceable, is ineffective against atransferee for value without actual knowledge of the restriction at the time of the transfer or againstany subsequent transferee (whether or not for value), but such a restriction shall be specificallyenforceable against any other person who is not a transferee for value from and after the time thatthe person acquires actual knowledge of the existence of the restriction.D. In particular and without limiting the general power granted in Sections B and C of this Articleto impose reasonable restrictions, a restriction on the transfer or registration of transfer of securitiesof a corporation shall be valid if it reasonably:(1) Obligates the holders of the restricted securities to offer to the corporation or toany other holders of securities of the corporation or to any other person or to anycombination of the foregoing, a prior opportunity, to be exercised within areasonable time, to acquire the restricted securities; or(2) Obligates the corporation to the extent permitted by this Act or any holder ofsecurities of the corporation or any other person, or any combination of theC-1Shareholder Agreements

foregoing, to purchase the securities which are the subject of an agreementrespecting the purchase and sale of the restricted securities; or(3) Requires the corporation or the holders of any class of securities of thecorporation to consent to any proposed transfer of the restricted securities or toapprove the proposed transferee of the restricted securities for the purpose ofpreventing violations of federal or state laws; or(4) Prohibits the transfer of the restricted securities to designated persons or classesof persons, and such designation is not manifestly unreasonable; or(5) Maintains the status of the corporation as an electing small business corporationunder Subchapter S of the United States Internal Revenue Code, maintains anyother tax advantage to the corporation, or maintains the status of the corporationas a close corporation under Part Twelve of this Act; or(6) Obligates the holder of the restricted securities to sell or transfer an amount ofrestricted securities to the corporation, to any other holders of securities of thecorporation, or to any other person or combination of persons; or(7) Causes or results in the automatic sale or transfer of an amount of restrictedsecurities to the corporation, to any other holders of securities of the corporation,or to any other person or combination of persons.E. A corporation that has adopted a bylaw, or is a party to an agreement, restricting the transfer ofits shares or other securities may file such bylaw or agreement as a matter of public record with theSecretary of State, as follows:(1) The corporation shall file a copy of the bylaw or agreement in theoffice of the Secretary of State together with an attached statement setting forth:(a)(b)(c)the name of the corporation;that the copy of the bylaw or agreement is a true and correct copy of thesame; andthat such filing has been duly authorized by the board of directors or, inthe case of a close corporation that, in conformance with Part Twelve ofthis Act, is managed in some other manner pursuant to a shareholders'agreement, by the shareholders or by the persons empowered by theagreement to manage its business and affairs.(2) Such statement shall be executed on behalf of the corporation by an officer.The original and a copy of the statement shall be delivered to the Secretary ofState with copies of such bylaw or agreement restricting the transfer of shares orother securities attached thereto. If the Secretary of State finds that suchstatement conforms to law and the appropriate filing fee has been paid asprescribed by law, he shall:(a)(b)(c)endorse on the original and the copy the word "Filed", and the month, day,and year of the filing thereof;file the original in his office; andreturn the copy to the corporation or its representative.(3) After the filing of such statement by the Secretary of State, the bylaw oragreement restricting the transfer of shares or other securities shall become amatter of public record and the fact of such filing shall be stated on anyC-2Shareholder Agreements

certificate representing the shares or other securities so restricted if required bySection G, Article 2.19, of this Act.F. A corporation that is a party to an agreement restricting the transfer of its shares or othersecurities may make such agreement part of its articles of incorporation without restating theprovisions of such agreement therein by complying with the provisions of Part Four of this Act foramendment of the articles of incorporation. If such agreement shall alter any provision of theoriginal or amended articles of incorporation, the articles of amendment shall identify by referenceor description the altered provision. If such agreement is to be an addition to the original oramended articles of incorporation, the articles of amendment shall state that fact. The articles ofamendment shall have attached thereto a copy of the agreement restricting the transfer of shares orother securities, and shall state that the attached copy of such agreement is a true and correct copyof the same and that its inclusion as part of the articles of incorporation has been duly authorized inthe manner required by this Act to amend the articles of incorporation.G. When shares are registered on the books of a corporation in the names of two or more personsas joint owners with the right of survivorship, after the death of a joint owner and before the timethat the corporation receives actual written notice that parties other than the surviving joint owneror owners claim an interest in the shares or any distributions thereon, the corporation may recordon its books and otherwise effect the transfer of those shares to any person, firm, or corporation(including that surviving joint owner individually) and pay any distributions made in respect ofthose shares, in each case as if the surviving joint owner or owners were the absolute owners of theshares. A corporation permitting such a transfer by and making any distribution to such a survivingjoint owner or owners before the receipt of written notice from other parties claiming an interest inthose shares or distributions is discharged from all liability for the transfer or payment so made;provided, however, that the discharge of the corporation from liability and the transfer of full legaland equitable title of the shares in no way affects, reduces, or limits any cause of action existing infavor of any owner of an interest in those shares or distributions against the surviving owner orowners.H. A restriction on the transfer or the registration of a transfer of the securities of a corporation, theamount of securities of a corporation, or the amount of securities of a corporation that may beowned by a person or group of persons for any of the following purposes is conclusively presumedto be for a reasonable purpose:(1) maintaining a local, state, federal, or foreign tax advantage to the corporation orits shareholders, including:(a)(b)(c)maintaining the corporation's status as an electing small businesscorporation under Subchapter S of the Internal Revenue Code of 1986;maintaining or preserving any tax attribute, including net operatinglosses; orqualifying or maintaining the qualification of the corporation as a realestate investment trust under the Internal Revenue Code of 1986 orregulations adopted under the Internal Revenue Code of 1986; or(2) maintaining a statutory or regulatory advantage or complying with a statutory orregulatory requirement under applicable local, state, federal, or foreign law.C-3Shareholder Agreements

Art. 2-30-1. Shareholder AgreementsA. Scope of Agreement. An agreement among the shareholders of a corporation that complieswith this article is effective among the shareholders and the corporation even though it isinconsistent with one or more provisions of this Act in that it:(1) restricts the discretion or powers of the board of directors;(2) eliminates the board of directors and permits management of the business andaffairs of the corporation by its shareholders, or in whole or in part by one ormore of its shareholders, or by one or more persons not shareholders;(3) establishes the natural persons who shall be the directors or officers of thecorporation, their term of office or manner of selection or removal, or terms orconditions of employment of any director, officer, or other employee of thecorporation, regardless of the length of employment;(4) governs the authorization or making of distributions whether in proportion toownership of shares, subject to the limitations in Article 2.38 of this Act, ordetermines the manner in which profits and losses shall be apportioned;(5) governs, in general or in regard to specific matters, the exercise or division ofvoting power by and between the shareholders, directors (if any), or otherpersons or by or among any of them, including use of disproportionate votingrights or director proxies;(6) establishes the terms and conditions of any agreement for the transfer or use ofproperty or the provision of services between the corporation and anyshareholder, director, officer, or employee of the corporation, or other person oramong any of them;(7) authorizes arbitration or grants authority to any shareholder or other person as toany issue about which there is a deadlock among the directors, shareholders, orother person or persons empowered to manage the corporation to resolve thatissue;(8) requires dissolution of the corporation at the request of one or more of theshareholders or on the occurrence of a specified event or contingency, in whichcase the dissolution of the corporation shall proceed as if all the shareholders hadconsented in writing to dissolution of the corporation as provided in Article 6.02of this Act; or(9) otherwise governs the exercise of corporate powers, the management of thebusiness and affairs of the corporation, or the relationship among theshareholders, the directors, and the corporation, or among any of them, as if thecorporation were a partnership or in a manner that would otherwise beappropriate only among partners, and is not contrary to public policy.B. Procedures Required. An agreement authorized by this article shall be:(1) set forth (a) in the articles of incorporation or bylaws and approved by all personswho are shareholders at the time of the agreement, or (b) in a written agreementthat is signed by all the persons who are shareholders at the time of theagreement and is made known to the corporation;(2) subject to amendment only by all persons who are shareholders at the time of theamendment, unless the agreement provides otherwise; and(3) valid for 10 years, unless the agreement provides otherwise.C-4Shareholder Agreements

C. Notation of Existence. The existence of an agreement authorized by this article shall be notedconspicuously on the front or back of each certificate for outstanding shares or on the informationstatement required for uncertificated shares by Article 2.19 of this Act and shall include thefollowing: "These shares are subject to the provisions of a shareholders’ agreement that mayprovide for management of the corporation in a manner different than in other corporations andmay subject a shareholder to certain obligations or liabilities not otherwise imposed onshareholders in other corporations." If at the time of the agreement the corporation has sharesoutstanding represented by certificates, the corporation shall recall the outstanding certificates andissue substitute certificates that comply with this section. The failure to note the existence of theagreement on the certificate or information statement shall not affect the validity of the agreementor any action taken pursuant to it.D. Right of Rescission. Any purchaser of shares who, at the time of purchase, did not haveknowledge of the existence of an agreement authorized by this article shall be entitled to rescissionof the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreementif its existence is noted on the certificate or information statement for the shares in compliance withSection C of this article and, if the shares are not represented by a certificate, the informationstatement noting existence of the agreement is delivered to the purchaser at or prior to the time ofpurchase of the shares. An action to enforce the right of rescission authorized by this section mustbe commenced within the earlier of 90 days after discovery of the existence of the agreement ortwo years after time of the purchase of the shares.E. Cessation. An agreement authorized by this article shall cease to be effective when shares of thecorporation are listed on a national securities exchange, quoted on an interdealer quotation systemof a national securities association, or regularly traded in a market maintained by one or moremembers of a national or affiliated securities association. If the agreement ceases to be effectivefor any reason and the corporation does not have a board of directors, governance by a board ofdirectors shall be instituted or reinstated in the manner provided in Section C, Article 12.23, of thisAct. If the agreement is contained or referred to in the corporation's articles of incorporation orbylaws, the board of directors may adopt an amendment to the articles of incorporation or bylaws,without shareholder action, to delete the agreement and any references to it.F. Managerial Liabilities. An agreement authorized by this article that limits the discretion orpowers of the board of directors or supplants the board of directors shall relieve the directors of,and impose on the person or persons in whom such discretion or powers or management of thebusiness and affairs of the corporation are vested, liability for action or omissions imposed by thisAct or other law on directors to the extent that the discretion or powers of the directors are limitedor supplanted by the agreement.G. Limitation of Liability. The existence or performance of an agreement authorized by thisarticle shall not be grounds for imposing personal liability on any shareholder for the acts orobligations of the corporation by disregarding the separate entity of the corporation or otherwise,even if the agreement or its performance:(1) treats the corporation as if it were a partnership or in a manner that otherwise isappropriate only among partners;(2) results in the corporation being considered a partnership for purposes of taxation;or(3) results in failure to observe the corporate formalities otherwise applicable to thematters governed by the agreement.C-5Shareholder Agreements

H. If No Shares Issued. Incorporators or subscribers for the shares may act as shareholders withrespect to an agreement authorized by this article if no shares have been issued when the agreementis signed. Added by Acts 1 997, 75th Leg., ch. 375, § 1 0, eff. Sept. 1, 199B. Voting Agreements and Trusts - TexasArt. 2.30. Voting Trusts and Voting AgreementsA. Any number of shareholders of a corporation may enter into a written voting trust agreementfor the purpose of conferring upon a trustee or trustees the right to vote or otherwise representshares of the corporation. The shares that are to be subject to the agreement shall be transferredto the trustee or trustees for purposes of the agreement, and a counterpart of the agreement shallbe deposited with the corporation at its principal place of business or registered office. Thecounterpart of the voting trust agreement so deposited with the corporation shall be subject to thesame right of examination by a shareholder of the corporation, in person or by agent or attorney,as are the books and records of the corporation, and shall be subject to examination by any holderof a beneficial interest in the voting trust, either in person or by agent or attorney, at anyreasonable time for any proper purpose.B. Any number of shareholders of a corporation, or any number of shareholders of a corporationand the corporation itself, may enter into a written voting agreement for the purpose of providingthat shares of the corporation shall be voted in the manner prescribed in the agreement. Acounterpart of the agreement shall be deposited with the corporation at its principal place ofbusiness or registered office and shall be subject to the same right of examination by ashareholder of the corporation, in person or by agent or attorney, as are the books and records ofthe corporation. The agreement, if noted conspicuously on the certificate representing the sharesthat are subject to the agreement or, in the case of uncertificated shares, if notation of theagreement is contained in the notice sent pursuant to Section D of Article 2.19 of this Act withrespect to the shares that are subject to the agreement, shall be specifically enforceable against theholder of those shares or any successor or transferee of the holder. Unless noted conspicuouslyon the certificate representing the shares that are subject to the agreement or, in the case ofuncertificated shares, unless notation of the agreement is contained in the notice sent pursuant toSection D of Article 2.19 of this Act with respect to the shares that are subject to the agreement,the agreement, even though otherwise enforceable, is ineffective against a transferee for valuewithout actual knowledge of the existence of the agreement at the time of the transfer or againstany subsequent transferee (whether or not for value), but the agreement shall be specificallyenforceable against any other person who is not a transferee for value from and after the time thatthe person acquires actual knowledge of the existence of the agreement. A voting agreemententered into pursuant to this Section B7 is not subject to the provisions of Section A of thisArticle.C. Shareholder Agreements - Delaware§ 202. Restrictions on transfer and ownership of securities(a) A written restriction or restrictions on the transfer or registration of transfer of a security of acorporation, or on the amount of the corporation's securities that may be owned by any person orgroup of persons, if permitted by this section and noted conspicuously on the certificate orcertificates representing the security or securities so restricted or, in the case of uncertificatedshares, contained in the notice or notices sent pursuant to subSection (f) of § l51 (of this title, maybe enforced against the holder of the restricted security or securities or any successor or transfereeC-6Shareholder Agreements

of the holder including an executor, administrator, trustee, guardian or other fiduciary entrustedwith like responsibility for the person or estate of the holder. Unless noted conspicuously on thecertificate or certificates representing the security or securities so restricted or, in the case ofuncertificated shares, contained in the notice or notices sent pursuant to subSection (f) § 151 (ofthis title, a restriction, even though permitted by this section, is ineffective except against a personwith actual knowledge of the restriction.(b) A restriction on the transfer or registration of transfer of securities of a corporation, or on theamount of a corporation's securities that may be owned by any person or group of persons, maybe imposed by the certificate of incorporation or by the bylaws or by an agreement among anynumber of security holders or among such holders and the corporation. No restrictions soimposed shall be binding with respect to securities issued prior to the adoption of the restrictionunless the holders of the securities are parties to an agreement or voted in favor of the restriction.(c) A restriction on the transfer or registration of transfer of securities of a corporation or on theamount of such securities that may be owned by any person or group of persons is permitted bythis section if it:(1) Obligates the holder of the restricted securities to offer to the corporation or toany other holders of securities of the corporation or to any other person or to anycombination of the foregoing, a prior opportunity, to be exercised within areasonable time, to acquire the restricted securities; or(2) Obligates the corporation or any holder of securities of the corporation or anyother person or any combination of the foregoing, to purchase the securitieswhich are the subject of an agreement respecting the purchase and sale of therestricted securities; or(3) Requires the corporation or the holders of any class or series of securities of thecorporation to consent to any proposed transfer of the restricted securities or toapprove the proposed transferee of the restricted securities, or to approve theamount of securities of the corporation that may be owned by any person orgroup of persons; or(4) Obligates the holder of the restricted securities to sell or transfer an amount ofrestricted securities to the corporation or to any other holders of securities of thecorporation or to any other person or to any combination of the foregoing, orcauses or results in the automatic sale or transfer of an amount of restrictedsecurities to the corporation or to any other holders of securities of thecorporation or to any other person or to any combination of the foregoing; or(5) Prohibits or restricts the transfer of the restricted securities, or the ownership ofrestricted securities by, designated persons or classes of persons or groups ofpersons, and such designation is not manifestly unreasonable.(d) any restriction on the transfer or the registration of transfer of the securities of a corporation,or on the amount of securities of a corporation that may be owned by a person or group ofpersons, for any of the following purposes shall be conclusively presumed to be for a reasonablepurpose:(1) maintaining any local, state, federal or foreign tax advantage to the corporation orits stockholders, including without limitation: (a) maintaining the corporation'sstatus as an electing small business corporation under subchapter S of the UnitedStates Internal Revenue Code [26 U.S.C.A. § 1371 et seq.], or (b) maintaining orpreserving any tax attribute (including without limitation net operating losses), orC-7Shareholder Agreements

(c) qualifying or maintaining the qualification of the corporation as a real estateinvestment trust pursuant to the United States Internal Revenue Code orregulations adopted pursuant to the United States Internal Revenue Code, or(2) maintaining any statutory or regulatory advantage or complying with anystatutory or regulatory requirements under applicable local, state, federal orforeign law.(e) Any other lawful restriction on transfer or registration of transfer of securities, or on theamount of securities that may be owned by any person or group of persons, is permitted by thissection. (8 Del. C. 1953, § 202; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 11; 64 Del. Laws,c. 112, §§ 19, 20; 72 Del. Laws, c. 123, § 4.) The Delaware statute cited above is akin to Texas'TBCA art. 2.22, although the Texas counterpart is more detailed as to the requirements oflegending and providing opportunity for notice of the existence of the restrictive agreement topotential transferees.D. Voting Agreements and Trusts - Delaware§ 218. Voting trusts and other voting agreements(a) One stockholder or 2 or more stockholders may by agreement in writing deposit capital stockof an original issue with or transfer capital stock to any person or persons, or entity or entitiesauthorized to act as trustee, for the purpose of vesting in such person or persons, entity or entities,who may be designated voting trustee, or voting trustees, the right to vote thereon for any periodof time determined by such agreement, upon the terms and conditions stated in such agreement.The agreement may contain any other lawful provisions not inconsistent with such purpose.After the filing of a copy of the agreement in the registered office of the corporation in this State,which copy shall be open to the inspection of any stockholder of the corporation or anybeneficiary of the trust under the agreement daily during business hours, certificates of stock oruncertificated stock shall be issued to the voting trustee or trustees to represent any stock of anoriginal issue so deposited with such voting trustee or trustees, and any certificates of stock oruncertificated stock so transferred to the voting trustee or trustees shall be surrendered andcancelled and new certificates or uncertificated stock shall be issued therefore to the votingtrustee or trustees. In the certificate so issued, if any, it shall be stated that it is issued pursuant tosuch agreement, and that fact shall also be stated in the stock ledger of the corporation. Thevoting trustee or trustees may vote the stock so issued or transferred during the period specified inthe agreement. Stock standing in the name of the voting trustee or trustees may be voted either inperson or by proxy, and in voting the stock, the voting trustee or trustees shall incur noresponsibility as stockholder, trustee or otherwise, except for their own individual malfeasance.In any case where 2 or more persons or entities are designated as voting trustees, and the rightand method of voting any stock standing in their names at any meeting of the corporation are notfixed by the agreement appointing the trustees, the right to vote the stock and the manner ofvoting it at the meeting shall be determined by a majority of the trustees, or if they be equallydivided as to the right and manner of voting the stock in any particular case, the vote of the stockin such case shall be divided equally among the trustees.(b) Any amendment to a voting trust agreement shall be made by a written agreement, a copy ofwhich shall be filed in the registered office of the corporation in this State.(c) An agreement between 2 or more stockholders, if in writing and signed by the parties thereto,may provide that in exercising any voting rights, the shares held by them shall be voted asC-8Shareholder Agreements

provided by the agreement, or as the parties may agree, or as determined in accordance with aprocedure agreed upon by them.(d) This section shall not be deemed to invalidate any voting or other agreement amongstockholders or any irrevocable proxy which is not otherwise illegal. (8 Del. C. 1953, § 218; 56Del. Laws, c. 50; 56 Del. Laws, c. 186, § 13; 57 Del. Laws, c. 148, § 14; 63 Del. Laws, c. 25, §8; 64 Del. Laws, c. 112, § 22; 69 Del. Laws, c. 263, §§ 1-6; 70 Del. Laws, c. 186, § 1; 71 Del.Laws, c. 339, § 38; 73 Del. Laws, c. 82, § 10.)C-9Shareholder Agreements

__ February 2004NameAddressVia Certified MailReturn Receipt RequestedRe:Representation of New EntityDear ______________:You have asked that Gardere Wynne Sewell LLP represent a new entity (the “Company”) to beformed by you, ___________________, ______________________ and ______________ (collectively,the “Investors”). It is not uncommon for a group of individuals to hire a sole attorney for purposes ofdrafting papers necessary to organize a business entity and provide advice as to the documentation thatmay be used to govern the relationship among the individual owners of the entity. The attorney, however,is restricted by the Canons of Ethics from representing more than one party to the transaction. Mostcommonly, the attorney represents the entity itself and not any of the individuals, and we think thatsituation applies in this matter. While you have not requested that we represent you, we want to makeclear that we do not represent you or any other Investor in this matter, and you should not look to us forprotection of your interests in the Company. We recommend that you obtain other counsel to representyou in connection with your interests in the Company.If you have any questions, please do not hesitate to contact me.Sincerely,GARDERE WYNNE SEWELL LLPBy:HOUSTON 586080v6D-1Shareholder Agreements