SHAREHOLDERS' AGREEMENT

OF

IBS PHARMA LLC

A TENNESSEE CORPORATION

Adopted as of December 31, 2015

SHAREHOLDERS' AGREEMENT
This shareholders' agreement (the "Agreement") dated December 31, 2015
is by and among all the shareholders of IBS Pharma LLC (the "Company").
The complete schedule of the Company's shareholders is listed on Exhibit A,
attached hereto and incorporated herein by reference. Collectively, they are
the "Shareholders" and individually, a "Shareholder."
RECITALS
1.

The Shareholders desire to enter into an Agreement to provide for the

management, division of profits, division of assets upon liquidation,
and other matters, interests, obligations, liabilities, ownerships, and
rights in the Company as permissible by law.

2.

The Shareholders believe it is important to provide for substantial

restrictions on share transfers, to limit the persons permitted to
become shareholders, to provide for participation and/or employment
of Shareholders in the affairs of the Company, and to make provisions
with respect to the Company and the relationships between the
Shareholders to the Company and among themselves.
AGREEMENT

The Shareholders therefore agree as follows:

1.

ARTICLES OF INCORPORATION. This Agreement augments

provisions within the Company's articles of incorporation. The articles
of incorporation is subject to this Agreement. This Agreement will
control if there are any inconsistencies between this Agreement and
the articles of incorporation. If this Agreement, in whole or in part,
terminates or becomes invalid for any reason, the provisions in the
articles of incorporation will continue in full force and effect, unless and
until amended in accordance with any applicable law.

2.

BYLAWS. This Agreement may augment provisions within the

Company's bylaws. The bylaws are subject to this Agreement. This
Agreement will control if there are any inconsistencies between this
Agreement and the bylaws. If this Agreement, in whole or in part,
terminates for any reason, the provisions in the bylaws will continue in

full force and effect unless and until amended in accordance with any
applicable law.
3.

SHARES AND WARRANTIES. The complete schedule of the

Company's Shareholders and all issued and outstanding shares are
listed in Exhibit A. Each Shareholder warrants that the Shareholder
and the Shareholder's spouse or registered domestic partner, if one
exists, are
a.

the sole beneficial owners of the shares identified in Exhibit A

as being owned by the Shareholder;

b.

not prevented by law, other contractual agreements, or any

other reason from entering into this Agreement; and

c.

in possession of the necessary corporate power and authority to

enter into this Agreement and to perform its obligations herein.

4.

TRANSFER
OF
BOARD
OF
DIRECTORS'
POWERS
AND
LIABILITIES. This Agreement restricts the Board of Directors' powers
to manage and supervise the Company to the extent necessary to
effect the Shareholders' objectives set out in this Agreement.
Additionally, certain Board of Directors' powers are transferred to the
Shareholders. The Shareholders acknowledge that, to the extent the
Board of Directors' powers are restricted and/or transferred to the
Shareholders, the affiliated obligations and liabilities of the Board of
Directors are also transferred to the Shareholders.

5.

MANAGEMENT AND CONTROL

a.

Books, Records, and Reports. The Managing Shareholder, if

one exists, or the responsible director within the Board of
Directors, will maintain the books, records, and other documents
as required by applicable law. Notwithstanding any waiver
contained in the Company's bylaws, the Managing Shareholder, if
one exists, or the responsible director, will prepare and furnish an
annual report for the Shareholders. The annual report need not
be audited unless upon written request by any Shareholder.

b.

Employment of Shareholders

i.

ii.

c.

Subject to any employment agreements between the

Company and any Shareholder that may be amended from
time to time upon mutual agreement, the following
Shareholders will hold the offices listed herein. The
Shareholders will hold these offices so long as they own
shares in the Company, are active in the Company's
business, and are able to perform their duties and
responsibilities.
A.

President or Chief Executive Officer: Leah Chitrik

B.

Secretary or Clerk:____________________

C.

Treasurer
or
Officer:____________________

Chief

Financial

The duties and responsibilities of the Company's officers

are set forth in the Company bylaws, the respective
employment agreements, or as otherwise approved by
two-thirds
(2/3rds)
supermajority
consent
of
all
Shareholders. The duties, offices held, compensation rate,
and other prerequisites or conditions of employment of any
Shareholder may be modified, amended, or terminated by
a two-thirds (2/3rds) supermajority consent of all
Shareholders. Each of the aforementioned employment
agreements may be similarly modified, amended, or
terminated upon mutual agreement between the officers
and a two-thirds (2/3rds) supermajority consent of all
Shareholders.

Termination of an Officer or Director

i.

Except as otherwise prohibited under applicable law or any

employment agreement, any Shareholder may be
terminated, by Shareholder action pursuant to the
Company bylaws, as an officer, director, or employee of
the Company.

ii.

Termination is effective on the adoption of a written

Shareholder resolution, at a meeting duly held pursuant to
the Company bylaws, of a written resolution finding that
the Shareholder has

A.

engaged in misconduct or a willful breach of this

Agreement to such an extent as to render the
Shareholder's continued presence as an officer,
director, or employee personally or professionally
obnoxious or detrimental to the other Shareholders;

B.

been convicted by final decision of any court of any

offense punishable as a felony involving moral
turpitude;

C.

made an assignment for the benefit of creditors or

been declared, or has filed a petition seeking to be
declared, bankrupt;

D.

been judicially declared insane, incompetent to

manage that Shareholder's non-Company-related
affairs, or become physically or mentally disabled or
incapacitated as determined by a Companyappointed physician so as to be unable to perform
services to the Company in any executive or
supervisory capacity, including death;

E.

caused the Company to be convicted of a crime or to

incur criminal penalties in material amounts; or

F.

engaged in other conduct constituting legal cause

termination.

iii.

In the event of any such termination, the terminated

Shareholder, including the Shareholder's estate acting on
the Shareholder's behalf, agrees to sell to the remaining
Shareholders, and the remaining Shareholders agree to
purchase, all terminated Shareholder's shares. The
remaining Shareholders will make the purchase in
proportion to the shares presently owned by them. The
purchase price and terms are set forth in the "Valuation"
section within this Agreement.

iv.

The terminated Shareholder is entitled to receive salary

from the Company up to the period ending on the
termination date.

d.

6.

DIVIDEND DISTRIBUTION
a.

7.

Voting of Shares. Each Shareholder must vote, or cause to be

voted, the Shareholder's Company shares in such a manner that
will carry out the intents and purposes of, and effectuate and
implement all of the covenants and agreements in, this
Agreement and any employment agreements.

Determination of Net Income or Loss

i.

The net income or loss for any accounting period is the

Company's gross income less expenses during that period,
determined on an accrual basis.

ii.

"Gross income" includes, but is not limited to, amounts

received from Company investments, gains realized from
sale or disposition of any property, and any other Company
income.

iii.

"Expenses" includes, but is not limited to, any business

expenses, salaries, interest on loans or advances including
any loans or advances to the Company by Shareholders,
taxes, assessments, depreciation of and losses on
Company property, bad debts and contingencies requiring
proper establishment of sufficiently-funded Company
reserves, and any and all other expenses related or
incidental to the conduct of the Company's business.

b.

No Distribution of Net Income. The Company will not make

any regular dividend distributions to the Shareholders as agreed
herein by all Shareholders.

c.

Other Distributions. By two-thirds (2/3rds) supermajority

written consent of the Shareholders, the Company may make
further distributions pro rata per share if the Company's
reasonable and foreseeable financial needs permit it.

DISSOLUTION
a.

Voluntary Dissolution. A two-thirds (2/3rds) supermajority

consent of the Shareholders is required for the Shareholders to
voluntarily dissolve the Company. Each Shareholder waives the

right to reduce this Shareholder consent regarding voluntary

dissolution to any level below the two-thirds (2/3rds)
supermajority threshold.
b.

Winding Up. Upon commencement of proceedings for

dissolution of the Company, either by Shareholders' consent or
otherwise, the Company will immediately cease to carry on
business except as necessary to wind up the business and
distribute its assets.

c.

Proceeds Distribution. During the winding up process, the

Company will collect in and realize all its assets. The asset
proceeds will be applied in the following order:
i.

To all Company debts and liabilities in accordance with law,

specifically including all dissolution and liquidation
expenses, but excluding any debts owing to a Shareholder.

ii.

To the principal and interest on any outstanding debts

owing to a Shareholder.
A.

If the Company's asset proceeds are inadequate to

pay the debts in full, the proceeds should be applied
according to the indebtedness terms, if any.

B.

If no such terms exist, the remaining asset proceeds

will be applied first to all accrued but unpaid
interests, followed by the debt principal.

iii.

To any undistributed dividends subject to provisions

regarding dividend distribution herein.

iv.

To the repayment of the Shareholders' purchase price for

the Company's shares, in full or, if proceeds are
inadequate, in proportion to the aggregate purchase price
paid to the Company.

v.

To the Shareholders in proportion to the number of

Company shares held by each Shareholder.

8.

9.

MANDATORY SHAREHOLDER ACTION. The unanimous consent of all

Shareholders is required to approve the following actions by the
Company's Board of Directors:
a.

Amend, repeal, or alter any provisions of the Company's articles

or incorporations or bylaws;

b.

Merge or consolidate the Company with another enterprise;

c.

Issue shares, options, or other rights to acquire shares of the

Company; or

d.

Convert the Company into a different entity type.

RESTRICTIONS ON TRANSFER
a.

Except as otherwise provided within this Agreement, the

Company shares may not be sold, pledged, hypothecated,
transferred, or otherwise disposed of, whether or not for value,
by any Shareholder until after written notice of the intended
transaction or offer has been delivered to each Shareholder and
final determination of purchase price for the shares have been
determined.

b.

The following constitutes an "Irrevocable Automatic Offer" by

the Shareholder, including the Shareholder's estate acting on the
Shareholder's behalf, to sell all the Shareholder's Company
shares to other Shareholders so long as these conditions exist:
i.

ii.

The filing of a voluntary or involuntary petition in

bankruptcy by or respecting any Shareholder, unless
otherwise dismissed;
The occurrence of any insolvency of any Shareholder;

iii.

The making by a Shareholder of an assignment for the

benefit of creditors;

iv.

The entering into of any composition agreement with

creditors by any Shareholders, likely to involve the
Shareholder's shares;

v.

The death of any Shareholder;

vi.

The physical or mental incapacitation of any Shareholder to

manage his or her Company-related duties and affairs; or

vii.

Any other event that requires or causes any Shareholder to

transfer or dispose of any Company shares.

c.

Offer Notice. If any Shareholder, including the Shareholder's

estate acting on the Shareholder's behalf (collectively the
"Selling Shareholder") proposes a disposition of all or any part
of the Selling Shareholder's shares, the Selling Shareholder must
sign and deliver to each other Shareholder (the "Non-Selling
Shareholder(s)") a written notice stating the Selling
Shareholder's desire to dispose of the designated number of
shares. For Irrevocable Automatic Offers, the notice is deemed
given when the Non-Selling Shareholders receive actual notice of
the bankruptcy or insolvency filing, or other occurrence
constituting the automatic offer.

d.

Valuation. Upon actual receipt of notice, the Selling Shareholder

and the Non-Selling Shareholders will use their best efforts to
agree upon a fair market value of the Company shares in the
following order:
i.

The fair market value of Company shares may be set by

the Shareholders on an annual basis and communicated by
way of a Shareholder Resolution.

ii.

If the Shareholders cannot agree on the fair market value

of the shares or fail to set the fair market value of the
shares on an annual basis for whatever reason, the fair
market value will be computed by determining the fair
market value of the Company's net assets on the date of
the notice and dividing the resulting figure by the number
of issued and outstanding Company shares as of the date
of notice.

iii.

If the Shareholders cannot or do not agree on the fair

market value of the Company's net assets on the date of
notice, the Shareholders must submit the dispute to
mandatory arbitration pursuant to the "Dispute Resolution"
section within this Agreement. The arbitration expense is

borne by all Shareholders paying pro rata based on their

proportion of Company share ownership.
e.

Right of First Refusal

i.

After all Shareholders agree to the final determination of

the price per share, the Non-Selling Shareholders have the
prior option and right to purchase all or any part of the
shares at the determined price within the time period
stated within the offer that is no less than fourteen
calendar days. The option and right of the Non-Selling
Shareholders is proportionate to the number of shares each
Shareholder owns and, if any Non-Selling Shareholder does
not exercise their option in full within the aforementioned
offer period, each remaining Non-Selling Shareholder will
have an option to purchase the shares remaining for sale
at the price per share so determined and within the
additional time period stated within the offer that is no less
than fourteen calendar days.

ii.

If the Non-Selling Shareholders do not exercise their option

to purchase all the shares set forth in the written notice
after the expiration of offer periods and at the final
determination of price per share, the Selling Shareholder
may sell all of those shares to a third party or parties at a
price per share and on substantially the same terms as
offered to the Non-Selling Shareholders.

f.

The Company reserves the right to refuse to transfer any shares

of stock if the Shareholder whose shares are presented for
transfer is in any way indebted to the Company or any of the
Shareholders with respect to a Company-related loan. The
Company will have a lien on each share of stock to secure any
Company-related indebtedness due by the Shareholder to the
Company or another Shareholder.

g.

The purchase price for shares purchased from a Selling

Shareholder pursuant to this Agreement will be paid by
agreement between the Selling Shareholder and the respective
buyer. As a condition precedent to the buyer's obligation to
deliver the purchase price, the Selling Shareholder must deliver

the stock certificates with appropriate legends, duly endorsed for

transfer, together with any other instruments that may be
necessary to convey to the buyer full title to the shares, free and
clear of all liens and encumbrances other than provisions within
this Agreement. Each Selling Shareholder agrees to take all steps
necessary in order to convey that title and to deliver all such
documents promptly in connection with any such sale.
h.

Company shares will not be issued unless the buyer is a party to

this Agreement or agrees to be bound by and to become a party
to this Agreement. The buyer must give a written and legally
binding undertaking to be bound by and become a party to this
Agreement.

i.

Permitted Transfers. The provisions regarding the restrictions

on Company share transfer are applicable to all dispositions of
Company shares with the exception that the Shareholders may
transfer all or any part of their shares to the following persons or
entities without being subject to the aforementioned restrictions:
i.

10.

a spouse;

ii.

any ancestors or lineal descendants or the spouse of any

such persons;

iii.

any trust solely for the benefit of the Shareholder or any

foregoing persons; or

iv.

if the Company is a C-Corporation, a corporation wholly

owned by the Shareholder or a foregoing person.

DISPUTE RESOLUTION
a.

Voluntary Negotiation. In recognition that negotiation may

offer a faster and less expensive resolution than mediation or
arbitration, the Shareholders may resolve any and all disputes,
claims, or controversies arising out of or relating to this
Agreement through informal negotiation. Any Shareholder may
decide to forego or stop negotiation at any time.

b.

Voluntary Mediation. In recognition that mediation may offer a

faster and less expensive resolution than arbitration, if the

Shareholders are unable or unwilling to resolve any and all

disputes, claims, or controversies arising out of or relating to this
Agreement through voluntary negotiation, the Shareholders may
resolve such dispute through mediation. Any Shareholder may
decide to forego or stop mediation at any time.
c.

Mandatory Arbitration. The Shareholders hereto agree that

any and all disputes, claims, or controversies arising out of or
relating to this Agreement that are not resolved by their mutual
agreement through voluntary negotiation or mediation will be
submitted to final and binding arbitration pursuant to the United
States Arbitration Act, 9 U.S.C. 1 et seq.

d.

Default Mediation and Arbitration Service. Unless the

Shareholders agree otherwise, mediation and/or arbitration
under this Agreement will be administered by Judicial Arbitration
and Mediation Service ("JAMS"), or its successor. Any Shareholder
may commence the arbitration process pursuant to this
Agreement by filing a written demand for arbitration with JAMS,
with copies given to the other Shareholders. The arbitration will
be conducted in accordance with the provisions of JAMS'
Comprehensive Arbitration Rules and Procedures in effect at the
time of filing of the demand for arbitration. The Shareholders will
cooperate with JAMS and with one another in scheduling the
arbitration proceedings and in selecting an arbitrator from JAMS'
panel of neutrals. The arbitrator will be a retired or former judge
of any appellate or trial court of the State of Tennessee and will
have substantial professional experience with regard to
corporate legal matters.

e.

Arbitration Scope, Terms, and Procedure. The arbitrator will

consider the dispute, claim, or controversy at issue in the state
of Tennessee, at a mutually agreed upon location and time within
one hundred and twenty (120) days (or such longer period of
time as may be acceptable to the Shareholders or as directed by
the arbitrator) of the selection of the arbitrator. Notwithstanding
the foregoing, the Shareholders agree that they will participate in
the arbitration in good faith and will use their best efforts to
attempt to conclude the arbitration proceeding and have a final
decision from the arbitrator within one hundred and twenty (120)
days from the date of selection of the arbitrator, provided,

however, that the arbitrator will be entitled to extend such one

hundred and twenty-day (120) period for up to an additional
ninety (90) days. The arbitrator will deliver a written award with
respect to such dispute, claim, or controversy to each of the
Shareholders to the arbitration, who will promptly act in
accordance therewith. Each party to such arbitration agrees that
any award of the arbitrator will be final, conclusive, and binding
and that it will not contest any action by any other party thereto
in accordance with an award of the arbitrator.
11.

NON-COMPETITION
a.

Each Shareholder agrees that any business opportunity that

comes to the attention of the Shareholder while the Shareholder
is a Shareholder, director, officer, or employee of the Company
and is related to, or directly or indirectly competes with the
Company's business, or arises out of the Shareholder's
connection with the Company, belongs to the Company.

b.

Each Shareholder agrees that while serving as Shareholder,

director, officer, or employee of the Company and for a period of
six (6) months thereafter, the Shareholder will not, solely or
jointly with others

c.

12.

i.

undertake, plan, organize, or be involved in any way with

any business or activity that directly or indirectly competes
with the Company's business in the same geographic areas
that the Company usually carries out its business; or

ii.

divert or attempt to divert from the Company any business

the Company enjoyed, solicited, or attempted to solicit
from its customer, prior to the Shareholder ceasing to be a
Shareholder, director, officer, or employee of the Company.

Each Shareholder agrees that, while serving as a Company

Shareholder, director, officer, or employee, the Shareholder will
not engage or participate in any other business activities that
conflicts with the best interest of this Company.

NON-SOLICITATION. Each Shareholder agree that, while serving as a

Shareholder, director, officer, or employee of the Company and for six
(6) months thereafter, the Shareholder will not in any way, directly or

indirectly, induce any other Company Shareholder, director, officer, or

employee to leave their position with the Company or compete with
the Company. Each Shareholder agrees to not interfere with the
Company's relationship with its other Shareholders, directors, officers,
and employees.
13.

TRADE SECRETS. The Shareholders acknowledge that the customer

lists, trade secrets, processes, formulae, methods, and technical
information of the Company and any other matters that may be
designated as confidential by the Managing Shareholder, if one exists,
or by two-thirds (2/3rds) supermajority consent of the Shareholders,
are valuable and unique assets. While the Shareholder is an officer,
director, employee, or Shareholder, and at any time thereafter, each
Shareholder agrees never, without the prior written consent of the
Company and each of the other Shareholders, to directly or indirectly
disclose or use any lists, names, trade secrets, processes, formulae,
methods, technical information, or other matters stated herein as
confidential information for any purpose whatsoever except as it may
relate to authorized Company business.

14.

LEGEND. Each certificate representing shares in the Company will

bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. SUCH SHARES
MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF
SUCH REGISTRATION UNLESS REGISTERED AND QUALIFIED PURSUANT
TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES
LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE, TRANSFER,
OR PLEDGE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT.
THE SALE, TRANSFER, OR PLEDGE OF THE SHARES REPRESENTED BY
THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF THE
SHAREHOLDERS' AGREEMENT DATED DECEMBER 31, 2015, AS MAY BE
AMENDED FROM TIME TO TIME. ALL PROVISIONS OF THE AGREEMENT
ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE. COPIES OF
THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST

MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE

COMPANY SECRETARY AT THE COMPANY'S PRINCIPAL OFFICES. THE
COMPANY WILL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE
EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT
DOES NOT COMPLY WITH SUCH AGREEMENT.
15.

16.

TERMINATION AND AMENDMENT

a.

This Agreement will remain in effect until the earlier of the

Company ceasing to be a corporate entity registered with a
particular state according to its corporation code or all
Shareholders agree to terminate the Agreement in writing.
Notwithstanding any such termination, the provisions in this
Agreement regarding restrictions on share transfers, mandatory
buy-sell provisions, non-competition, non-solicitation, and
protection of trade secrets will remain in effect until all
Shareholders agree in writing to a specific termination or until
they expire by their terms.

b.

This Agreement may be amended only by a written agreement

executed and delivered by each Shareholder.

GENERAL PROVISIONS
a.

Waiver of Law. This Agreement does not alter or waive any

provision of any state or federal law except as expressly provided
herein, provided, however, each Shareholder hereby expressly
waives the provisions of applicable law to the fullest extent
permitted in order to uphold the provisions and validity of this
Agreement and to cause this Agreement to be valid, binding, and
enforceable in accordance with its terms upon each of the
Shareholders and their respective transferees, successors, and
assigns.

b.

Notices. Any notice under this Agreement is deemed sufficiently

given by one party to another if it is in writing and, if and when
delivered or tendered either in person or by registered or
certified United States mail, with postage prepaid, addressed to
the person to whom notice is being given at that person's
address appearing on the Company records, in Exhibit A, or any
other address as may have been given by that person to the

Company for the purposes of notice in accordance with this

subsection. A notice not given as described herein will be
deemed given if and when it is in writing and actually received
by the party to whom it is required or permitted to be given.
c.

Governing Law. This Agreement is governed by and construed

in accordance with the laws of the State of Tennessee.

d.

Captions. Captions to sections, subsections, and paragraphs in

this Agreement are inserted for convenience only and do not
affect the construction or interpretation of this Agreement.

e.

Counterparts and Duplicate Originals. This Agreement and

all amendments may be executed in several counterparts. Each
counterpart constitutes a duplicate original of the same
instrument.

f.

Successors. Notwithstanding anything in this Agreement to the

contrary, any transferee, successor, holder, or assignee of the
Company's shares is subject to and bound by this Agreement as
fully as though a signatory.

g.

Severability. In the event that any provisions of this Agreement

is prohibited by, or unlawful or unenforceable under, any
applicable law of any jurisdiction, that provision, to the extent
enforceable, will be waived and severed from this Agreement.
The remaining terms, conditions, and provisions of this
Agreement will continue to be valid to the fullest extent
permitted by law.

h.

Recovery of Expenses. Except as otherwise provided within

this Agreement, if a dispute arises with respect to this
Agreement, the prevailing party is entitled to recover all
expenses, including, without limitation, reasonable attorneys'
fees and expenses incurred in ascertaining that party's rights, in
preparing to enforce, or in enforcing that party's rights under this
Agreement, whether or not it was necessary for that party to
institute suit.

i.

Remedies. The Shareholders have all remedies for breach of

this Agreement available to them provided by law and equity.
Without limiting the foregoing, the parties agree that in addition

to all other rights and remedies available at law and equity, the
Shareholders are entitled to obtain specific performance of the
obligations of each party to this Agreement and immediate
injunctive relief.
j.

k.
l.

Third Parties
i.

Nothing in this Agreement, whether express or implied, is

intended to confer any rights or remedies under this
Agreement on any persons other than the Shareholders,
the Company, and their respective permitted transferees,
successors, and assigns.

ii.

Nothing in this Agreement is intended to relieve or

discharge the obligation or liability of any third persons to
any party to this Agreement or to the Company.

iii.

Nothing in this Agreement is intended to give any third

persons any right of subrogation or action over or against
any party to this Agreement or the Company.

Time. Time is of the essence for this Agreement.

Filing. A copy of this Agreement, as amended from time to time,
is filed with the Company's Secretary for inspection by all
Shareholders and any prospective purchaser of Company shares.

SHAREHOLDER SIGNATURE PAGE

By signing this Shareholder Signature Page, Leah Chitrik hereby executes

the Shareholders' Agreement of IBS Pharma LLC effective as of December
31, 2015 and understands and agrees to be bound by all terms and
provisions thereto.
THUS, this Agreement is executed by the Shareholder effective as of the
adoption date set forth on the title page.
Signed: _____________________
Date: _____________________
IF THE SHAREHOLDER IS MARRIED OR IN A REGISTERED DOMESTIC
PARTNERSHIP, THE SPOUSE OR REGISTERED DOMESTIC PARTNER
WILL ACKNOWLEDGE AND SIGN THE FOLLOWING:
As the spouse or registered domestic partner of Leah Chitrik , a Shareholder
of IBS Pharma LLC, I hereby consent to the Shareholder's execution of the
foregoing Agreement. I understand that my interest, if any, in the
Agreement, in the Company, or in any matter involved in the Agreement,
may be community property between Leah Chitrik and me. I acknowledge
that the Shareholder is operating or managing the business of the Company
to the extent provided in the Agreement. To the extent that I may lawfully do
so, I confirm that the Shareholder, Leah Chitrik , may act alone with respect
to all matters that the Agreement provides that a Shareholder may act.
However, the Shareholder must give prior written notice to me of any sale,
lease, exchange, encumbrance, or any other disposition by the Shareholder
of all or substantially all of the interests belonging to the Shareholder and me
in the Company or stated in the Agreement. I agree that the failure of the
Shareholder to provide any such notice will not impair, invalidate, or
adversely affect the validity of any transaction or of any interest transferred
as to which notice is above required to be given. I confirm that the authority
of the Shareholder includes transfers of shares pursuant to this Agreement,
granting of consent or entering into agreements pursuant to this Agreement,
and consenting to and executing amendments thereof, without further
signature or consent of or notice to me.

Signed: _____________________
By: _____________________
Date: _____________________

NOTARY ACKNOWLEDGMENT

State of ____________________________
SS.
County of ____________________________
On _____________ (date), before me, _____________________________ (notary),
personally appeared Leah Chitrik , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
within the SHAREHOLDERS' AGREEMENT OF IBS PHARMA LLC adopted as of
December 31, 2015, acknowledging to me that he/she/they executed the
same in his/her/their authorized capacity(ies) and that by affixing
his/her/their signature(s) on the instrument so executed the instrument.
I certify under PENALTY OF PERJURY that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Print: ____________________________

Commission Expires: _______________

Sign: ____________________________

[Affix seal]

EXHIBIT A: SCHEDULE OF SHAREHOLDERS

Shareholders

Number and Classes

of Shares
Leah Chitrik , 4944 Rabbit Hollow Dr , Boca Raton 100 Common Stock
, Florida 33487

INSTRUCTIONS FOR YOUR SHAREHOLDERS' AGREEMENT

A shareholders' agreement is essentially an arrangement between all the

company's shareholders on how they will manage the company business.
The shareholders can customize their agreement to suit the company's
individual needs. The arrangement could include, for example:

agreeing to appoint one shareholder to make most of the business

decisions,

agreeing that the company cannot issue dividend distributions unless

approved by two-thirds (2/3rds) of all shareholders, or

agreeing that certain shareholders will hold particular officer or board

of director positions.

The provisions within this shareholder agreement capture issues of major

concerns to most shareholders, treating them fairly regardless of their
ownership percentage, and aiming to clarify and streamline the decisionmaking process on vital issues.
Corporation Information
Enter the company's name and address exactly as it appears on your articles
of incorporation filed, or to be filed, with the state.
Shareholder Information
Enter each and every shareholder's name and address, and identify whether
the shareholder is an individual or business entity. This shareholders'
agreement is only effective when all shareholders agree to its terms and
conditions. Therefore, every shareholder is a party to this agreement.
Shareholder information is necessary to identify the shareholders and create
an official record of where to send shareholder notices on important
company issues that require the shareholders' approval or decision. This
information will appear on Exhibit A: Schedule of Shareholders.
Classes of Shares and Number of Shares
Enter each and every shareholder's ownership in the company by share
classes and the number of shares per class. This creates a record of the

company owners' ownership percentage. This information is necessary to

establish voting rights and to calculate the company's value per share. The
percentage breakdown will appear on Exhibit A: Schedule of
Shareholders.
When completing the classes of shares for the company, it is helpful to
double check that your company's share structure is in line with your
corporation status (C-Corporation or S-Corporation). For example, some
particular features of a S-Corporation include the following:

The shareholders may not be another business entity;

The shareholders can report their taxes in personal return;

There are limits to the number of shareholders a S-Corporation may

have; and

The S-Corporation shares, regardless of class names, must all have the
same profit- and loss-sharing terms.

If you have any questions about the structure of classes of shares for your
company, consult an attorney for an evaluation of your company's structure
to ensure appropriate compliance.
Proxy
A proxy, if allowable, is a person or entity who represents a shareholder at a
shareholders' meeting. The proxy acts according to the instruction of the
shareholder he or she represents. Allowing proxies helps the shareholders
reach the requisite number of shareholders required for meetings to proceed,
and allows the shareholders the ability to participate when they are
unavailable during the time set for shareholder meetings.
Board of Directors
The shareholders can agree to fill the Board of Director positions through
various ways to achieve different Board of Director compositions. The most
common ones are provided as follows:

Each Shareholder Appoints One Director. Each shareholder can

name any competent person to be a director on the company's Board
of Directors. The shareholder may appoint themselves or a third party.

Each Shareholder Becomes a Director Themselves. Each

shareholder automatically becomes a director within the Board of
Directors. This option requires no election of appointment formality and
each shareholder becomes more actively involved in the management
of the business than as mere shareholders.

By Shareholder Election. Shareholders elect the Board of Directors

according to the rules and procedures in the company's bylaws. There
are no special arrangements between shareholders that change the
election of the company's Board of Directors.

Do not specify. Select this option if the shareholders do not want to

include a section within their shareholders' agreement on how to fill
the Board of Directors positions.

Other. Select this option and describe in complete sentences how the
shareholders in your company will fill the Board of Directors positions,
such as drawing names out of a hat or by various rounds of
shareholder election with special rules not within the company's
bylaws.

Shareholders as Officers
If any shareholders are also officers, insert their name in the box under the
appropriate title. These shareholders may hold these officer positions as long
as they are shareholders, which eliminates the need for the Board of
Directors to reelect the officers at regular intervals during the life of the
company.
However, shareholders may be terminated from their officer positions for
violating any rights or obligations towards the company including, but not
limited to, the following:

Engaging in misconduct or a willful breach of this agreement that the

shareholders collectively find unacceptable or harmful;

Being convicted of a felony involving moral turpitude such as, but not
limited to, spousal abuse, kidnapping, aggravate assault, and more;

Taking certain actions indicating the shareholder is insolvent and

unable to pay his or her debts, such as, but not limited to, making an
assignment for the benefit of creditors or filing for bankruptcy;

Being judicially declared insane, incompetent, or physically or mentally

disabled;

Causing criminal claims for liabilities for the company; or

Engaging in other conduct constituting legal cause termination.

These violations are serious enough that the shareholders may be removed
from their officer or employee position at the company and be required to
dispose of their shares in the company, forcing the shareholder out of the
company ownership position.
Dividends
Shareholders can agree to a general dividend distribution policy for the
Managing Shareholder or the Board of Directors to follow. The following are
the most common policies used by companies:

If you select Yes, the company will make regular dividend distributions
if during the distribution period (whether monthly, quarterly, every six
months, or annually), the company's net income meets the
predetermined amount that satisfies the shareholders. When choosing
this option, insert the period or frequency of distribution and the
minimum net income threshold during that period.

If you select No, the company will not make regular dividend
distributions. The company may still make special dividend
distributions with approval from a supermajority (2/3rds) of all
shareholders.

If you select On occasion, the company may decide to make dividend

distributions when the company's net income meets the
predetermined amount that satisfies the shareholders. This gives the
Managing Shareholder or the Board of Directors, a little more room to
make their own business judgment on whether to issue dividends or
not. When choosing this option, insert the period or frequency of
distribution and the minimum net income threshold during that period.

Dissolution
The shareholders may agree by supermajority (2/3rds) vote to close down
the company. During the winding-up process, the company's assets will be

applied against the company's liabilities as required by law. This provision

describes those debt priorities.
Mandatory Shareholder Action
This shareholder agreement retains the right and control for shareholders to
make the most important business decisions by unanimous vote as listed
below:

Amend, repeal, or alter any provisions of the company's articles or

incorporations or bylaws;

Merge or consolidate the company with another enterprise;

Issue shares, options, or other rights to acquire shares of the company;

or

Convert the company into a different entity type.

The Managing Shareholder and/or Board of Directors may not act alone on
these decisions without the approval of all of the company's owners.
Restrictions on Transfer
As the shareholders agree they wish to have the first right of refusal when
company shares become available for purchase, if and when shares become
available for sale, the company or selling shareholder must first establish a
fair market value for the shares and then offer the shares to existing
shareholders to purchase first. If any or all of the shares available for sale are
not purchased by existing, non-selling shareholders, then these remaining
shares may be offered to third parties for purchase.
Share Valuation
Share valuation is crucial to both the buyer and seller. The shares must be
valued fairly in order for the transfer transaction to be legitimate. As the
company share value may change and is hard to predict, this agreement
allows the shareholders to predetermine and write in the share value for
each share class. This is a starting point for the valuation negotiation
between the selling shareholder and non-selling shareholder. If this
predetermined value is out of date, the agreement provides that the share
valuation will be based on the fair market value of the company's net assets.

The valuation question can also be submitted for arbitration if parties cannot
come to an agreement.
Special Buy-Sell Provisions
Select "Yes" if the shareholders want the following protections for minority
and majority shareholders upon a sale of company shares to a third party.

Tag-Along Right. This is a right exercised most often by minority

shareholders to require that, when a shareholder has negotiated sales
terms of his or her shares to a third party, the third party must offer
those same sales terms to other shareholders not originally in the deal.
This right is designed to obligate the selling shareholder to consider
and incorporate the minority shareholder's rights and interest in the
negotiation with third parties.

Drag-Along Right. This right is exercised by majority shareholders to

require minority shareholders to join in the 100% sale of the company
to a third party, if the third party so desires. This right is designed to
protect majority shareholders by making sure they can sell and
transfer all their shares to the company if their target buyer is only
interested in purchasing a whole company without any minority
shareholder or control.

Dispute Resolution
Shareholders agree that, while there are many options to resolve disputes,
often alternative dispute resolutions are much more effective at maintaining
shareholder relationships and more cost effective than filing suit or claim in
arbitration. Therefore, if and when a dispute arises, the shareholders may,
and are highly encouraged to, engage in voluntary negotiation and
mediation first, before taking the issue up to mandatory arbitration as the
last and final method of resolving any disputes. Unless otherwise dictated by
law, the company's disputes should not be resolved in a court of law.
Non-Competition, Non-Solicitation and Trade Secret Protection
Shareholders agree to place the interest of the company first during their
ownership, and for limited periods after their ownership ends. These
obligations include not competing with the company for business
opportunities that may arise, not poaching talent from the company, and not
using or divulging the company's trade secrets.

Legend
The legend is mandatory disclosure language that must be included in any
company stock certificate to inform any buyers that there are certain
transfer restrictions and shareholder limitations to the stock certificate. The
buyer should do his or her own due diligence and assess the acceptability of
these limitations and restrictions.
Termination and Amendment
This shareholders' agreement is entered into by all the shareholders. It can
only be amended by approval of all the shareholders as well. The agreement
may also be terminated by agreement of all the shareholders. However, it
could also terminate when the company is no longer an officially registered
company capable of operating business within its registered state.
Exhibit A: Schedule of Shareholders
You will find the complete list of all shareholders to the company here along
with their notice information and ownership interest. Ownership interest is
broken down into the number of shares each shareholder owns in each class
of shares issued by the company. These are all the individuals who must be
notified if and when notice is required for any reason according to the
company's shareholders' agreement and bylaws. It is the definitive record of
company ownership until this agreement is terminated, replaced or updated.
Final Steps: Signing the Shareholder Signature Page
Each shareholder listed in Exhibit A must sign the Shareholder Signature
Page to personally agree to the terms of the shareholders' agreement. The
shareholders' agreement is not effective until all shareholders agree and
execute the agreement.
Additionally, if a shareholder is an individual and has a spouse or registered
domestic partner, the spouse or registered domestic partner also must sign
the Shareholder Signature Page to agree to the shareholders' agreement.
This is necessary because, in certain states and under particular
circumstances, the shares of a company are considered property owned
jointly and equally by a shareholder and the shareholder's spouse or
registered domestic partner. The spouse or registered domestic partner in
those situations is therefore a company shareholder as well. Since all
shareholders must agree to the shareholders' agreement for the agreement

to be effective, the spouse or registered domestic partner's approval and

signature is required.
The signing shareholder and spouse or registered partner, if any, may have
the Shareholder Signature sections notarized using the Notary
Acknowledgment page to confirm the validity of the signature.
The original or a copy of the shareholders' agreement along with the
executed Shareholder Signature pages should be stored and maintained by
the Secretary at the corporation's principal executive office or such other
place as the Managing Shareholder, if any, or Board of Directors may decide.