Shareholders Agreement of Top Line Ventures Group, Inc.

SHAREHOLDERS AGREEMENT

OF

TOP LINE VENTURES GROUP, INC.

Shareholders Agreement of Top Line Ventures Group, Inc.

TABLE OF CONTENTS

Section 1 - General Provisions

Defined Terms

Section 2 - General Restrictions

General Restrictions

Section 3 - Involuntary Transfers

Option to Purchase

Selling Shareholder

Purchase Price

Closing

Payment for the Transferred Shares

No Election to Purchase

Section 4 - Termination of Employment

Option to Purchase

Term and Exercise of the Option

Purchase Price

Closing

Payment for the Transferred Shares

No Election to Purchase

Section 5 - Death of Horace Martin or Carol Martin

Option to Sell.

Purchase Price

Closing

Purchase Price in Excess of Insurance.

Failure to Elect to Sell

Shareholder Wills

Section 6 - Death of Other Shareholders

Purchase by Corporation

Purchase Price

Closing.

Purchase Price in Excess of Insurance.

Shareholder Wills.

Section 7 - Life Insurance

Purchase of Life Insurance

Insurance Proceeds

Transfer of Insurance

Excess Proceeds

Section 8 - Disability of a Shareholder

Purchase by Corporation

Purchase Price

Closing

Value in Excess of Insurance

Section 9 - Disability Insurance

Right to Purchase Disability Insurance

Insurance Proceeds

Transfer of Insurance

Excess Proceeds

Section 10 - Offer to Purchase Shares; Right of First Refusal

Offer to Purchase Shares; Right of First Refusal.

Proposed Sale Notice

Exercise of the Right

Closing by Remaining Shareholder

Failure to Elect; Purchase by Outside Offeror

Closing by Outside Offeror

Failure to Consummate Sale to Outside Offeror

Section 11 - Transfer to Family Members

Transfers by and to Horace Martin and Carol Martin

Section 12 - Value of the Transferred Shares

Corporation Value

Scheduled Value

Failure to Agree on Scheduled Value

Appraised Value

Purchase Price

Section 13 - Closing Procedures

Closing

Section 14 - Restriction on Stock Certificate

Restriction on Stock Certificate

Section 15 - Right of Set Off

Corporate Right of Set Off

Section 16 - Personal Guarantees; Indemnification

Personal Guarantees

Agreement to Indemnify

Default in Payment of Indemnity

Right of Set Off

Security for Deferred Stock Purchases

Section 17 - Company Management

Issuance of Additional Stock

Reductions of Shareholder Compensation

Termination of a Shareholder

Composition of the Board of Directors

Access to Books and Records

Section 18 - Restrictive Covenants

Agreement to Restrictions

Nonsolicitation of Employees

Covenant Not to Compete

Nonsolicitation of Customers

Proprietary Information

Injunctive Relief

Scope

Section 19 - Miscellaneous

Dispute Resolution

Benefit

Construction

Waiver

Severability

Notices

Number and Gender

Headings Not Part of Agreement

Amendment; Termination

Effectuation of Agreement

Incorporation of Exhibits

Entire Agreement

Exhibit 1 - Defined Terms

Exhibit 2 - Schedule of Shareholders

Exhibit 3 - Insurance Policies

Exhibit 4 - Scheduled Value

SHAREHOLDERS AGREEMENT

OF

TOP LINE VENTURES GROUP, INC.

THIS SHAREHOLDERS AGREEMENT OF TOP LINE VENTURES GROUP, INC. is made as of the ____ day of ______, 1998, by and among Horace Graziani, Carol Graziani, Jane Neal, Peter S. Joyner, Kevin L. Brown, Marilyn Samson and Top Line Ventures Group, Inc., a corporation organized and existing under the laws of the State of Maryland.

WHEREAS, the Shareholders own all of the issued and outstanding shares of stock, with each Shareholder owning the number and type of shares of Stock listed next to his name on Exhibit 2 attached hereto; and

WHEREAS, the Shareholders have agreed to certain restrictions and obligations relative to the Stock owned by them and to the operation of the Corporation; and

WHEREAS, to give force and effect to such agreements, the parties desire to set forth such restrictions and obligations in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1Section 1 - General Provisions

1.1Defined Terms. Certain of the capitalized terms used in this Agreement shall have the meanings set forth in Exhibit 1 attached hereto and incorporated herein. Other capitalized terms may be defined elsewhere in the text of this Agreement, and shall have the meanings so ascribed to them for all purposes of this Agreement.

2Section 2 - General Restrictions

2.1General Restrictions. Each of the Shareholders hereby agrees that he will not Transfer all or any part of his shares of Stock, nor shall any shares of Stock be Transferable on the stock transfer books of the Corporation, except as permitted by, and in accordance with, the following provisions of this Agreement:

Section 3 - Involuntary Transfers

Section 4 - Termination of Employment

Section 5 - Death of Horace Graziani or Carol Graziani

Section 6 - Death of Other Shareholders

Section 8 - Disability of a Shareholder

Shareholders Agreement of Top Line Ventures Group, Inc.

Section 10 - Offer to Purchase Shares; Right of First Refusal

Section 11 - Transfer to Family Members

The pledge or encumbrance of any shares of Stock shall not be permitted under any circumstance. Any attempted or purported Transfer of Stock not in strict compliance with the provisions of this Agreement shall be void and of no force and effect.

3Section 3 - Involuntary Transfers

3.1Option to Purchase. If an Involuntary Transfer occurs, the Corporation shall have the right and option to purchase all of the Selling Shareholder’s (as defined below) Stock. Such right and option shall be exercised by the Corporation, within ninety (90) days of the Involuntary Transfer by providing to the Selling Shareholder or his representative written notice of the election to purchase such Stock. Upon receipt of the written notice of election to purchase such Stock, the Selling Shareholder or his representative shall be obligated to sell, upon the terms and conditions in this Section 3, the Stock subject to the election.

3.2Selling Shareholder. For the purposes of this Section 3, a “Selling Shareholder” shall include any Person who may receive shares of Stock pursuant to an Involuntary Transfer.

3.3Purchase Price. The Purchase Price to be paid by the Corporation for shares of Stock subject to this Section 3 shall be determined by the valuation provisions of Section 13 of this Agreement.

3.4Closing. Closing on the purchase of shares of Stock subject to this Section 3 shall be pursuant to the closing provisions of Section 13 of this Agreement.

3.5Payment for the Transferred Shares. The Corporation shall pay the Purchase Price on a deferred basis in equal monthly payments over a four (4) year period. Interest on the deferred value shall be at the Prime Rate and shall be adjusted on each anniversary of the Closing.

1

Shareholders Agreement of Top Line Ventures Group, Inc.

3.6No Election to Purchase. If the Corporation does not elect to purchase any of the Selling Shareholder’s Stock, or if the Corporation fails to close on the Transfer of Stock, then the Selling Shareholder or his representative shall become a Shareholder subject to the terms of the Involuntary Transfer, and shall be required, to the extent permitted by law, to become a party to this Agreement and the provisions of this Agreement shall be fully binding upon any and all Persons who have received shares of such Stock due to the Involuntary Transfer.

4Section 4 - Termination of Employment

4.1Option to Purchase. If the Corporation’s employment of a Shareholder is terminated for any reason other than the death or disability of such Shareholder, the Corporation shall have the right and option to purchase all of the shares of Stock of such Terminated Employee

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