HOUSERAISING, INC. SHAREHOLDERS’ AGREEMENT

Exhibit 10.1

HOUSERAISING, INC. SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT, made and entered into as of the __ day of January, 2007, between and among HouseRaising, Inc., a North Carolina corporation (“HouseRaising” or the “Company””), Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”), a citizen and resident of Mecklenburg County, North Carolina and a Director, Chairman, CEO, President and shareholder of HouseRaising, and the following members of the Xxxxxx X. XxXxxxxx family (collectively, the “Family”), including Xxxxx X. XxXxxxxx (“Xxxxx”), a citizen and resident of Mecklenburg County, North Carolina and wife of the late Xxxxxx X. XxXxxxxx and a shareholder of HouseRaising; Xxxxxxxxx X. Xxxxxxxx (“Xxxxxx”), a citizen and resident of Union County, North Carolina and daughter of the late Xxxxxx X. XxXxxxxx and Director, Senior Vice President and CAO, and a shareholder of HouseRaising; R. Xxxx XxXxxxxx (“Xxxx”), a citizen and resident of Union County, North Carolina and son of the late Xxxxxx X. XxXxxxxx and contractor and a shareholder of HouseRaising; R. Xxxx XxXxxxxx (“Xxxx”), a citizen and resident of Stanly County, North Carolina and son of the late Xxxxxx X. XxXxxxxx and a shareholder of HouseRaising; and Xxxxxxxxx X. XxXxxxxx (“Xxxxx”), resident of Syracuse, New York and daughter of the late Xxxxxx X. XxXxxxxx and Director and a shareholder of HouseRaising; the Xxxxxx X. XxXxxxxx Family Trust; and the Estate of Xxxxxx X. XxXxxxxx.

WHEREAS, all parties are saddened by the passing of HouseRaising’s President and Founder Xxxxxx X. XxXxxxxx, and Xxxxxxxx and the Family have a mutual interest in ensuring HouseRaising’s financial and operating success going forward;

WHEREAS, the shareholders listed below (the “Shareholders”) own the following issued and outstanding shares (the “Shares”) of common and preferred stock of HouseRaising which have in the aggregate the following total combined voting power of HouseRaising:

SHAREHOLDER		NUMBER OF SHARES		CLASS		TCVP
Xxxxxxx X. Xxxxxxxx		3,312,973		Common		3,312,973
		200,000		Series B Pref		2,000,000
		500,000		Series C Pref		5,000,000
Estate of Xxxxxx XxXxxxxx		10,406,166		Common		10,406,166
		366,452		Series A Pref		3,664,520
		500,000		Series B Pref		5,000,000
Xxxxxx X. XxXxxxxx		6,704,040		Common		6,704,040
Family Trust		245,671		Series A Pref		2,456,710
Xxxxx X. XxXxxxxx		6,197,306		Common		6,197,306
		227,101		Series A Pref		2,271,010
Xxxxxxxxx X. Xxxxxxxx		1,571,449		Common		1,571,449
		56,775		Series A Pref		567,750
		100,000		Series C Pref		1,000,000
R. Xxxx XxXxxxxx		100,000		Common		100,000
R. Xxxx XxXxxxxx		103,834		Common		103,834
Xxxxxxxxx X. XxXxxxxx		1,549,327		Common		1,549,327
		56,775		Series A Pref		567,750
				TCVP:		52,472,835
		Total Outstanding Voting Power:				70,769,282

WHEREAS, the Company has been seeking a financial investment to implement its business plan and Wachovia Bank has indicated a willingness to extend its current $4.1 million line of credit to $8,000,000 to HouseRaising to provide necessary financing for the Company, under certain agreed upon terms, including a personal guaranty from Xxxxxxxx.

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WHEREAS, Xxxxxxxx, of his own volition, has agreed to increase his guaranty of a line of credit from Wachovia Bank from $2,050,000 to $5,950,000 to support the increase in financing;

WHEREAS, the Company in an agreement with Xxxxxxxx has provided consideration including 500,000 shares of Series C Convertible Preferred Stock which has 10 to 1 conversion rate to Common Stock of the Company after three years from issuance (subject to certain exceptions), as set forth in a separate memorandum signed by the Company’s Board of Directors and Xxxxxxxx, a copy of which is attached hereto as Exhibit A;

WHEREAS, the Family has agreed to leave in place 6,704,040 shares of common stock from the Xxxxxx X. XxXxxxxx Family Trust as collateral for an existing $2,050,000 line of credit from Wachovia Bank to HouseRaising;

WHEREAS, Xxxxxxxx and the Family desire to enter into an agreement to provide mutual protection to prevent either party from untimely selling of the Shares or making decisions that would negatively impact the other party without their agreement.

NOW, THEREFORE, in consideration for the mutual covenants and agreements, the parties agree as follows:

1. Voting Agreement. Xxxxxxxx, the Estate of Xxxxxx XxXxxxxx, the Xxxxxx X. XxXxxxxx Family Trust, and the Family, including each individual member, to wit, Linda, Kristy, Xxxx, Xxxx and Xxxxx, and their respective successors and assigns, agree for a period of three years from the date hereof not to vote their Shares which they beneficially own or otherwise control in favor of any issue that could have an adverse effect on any other party without the prior written consent of the other party. An issue that could have an “adverse effect” is defined to include, without limitation, an issue such as a change in control of the Board of Directors of HouseRaising, an issue relating to an election contest or attempt to remove a current director or officer of HouseRaising, or an issue such as a business combination, merger, sale of assets, or other consolidation of HouseRaising with or into another entity.

2. Co-Sale. Xxxxxxxx, the Estate of Xxxxxx XxXxxxxx, the Xxxxxx X. XxXxxxxx Family Trust, and the Family, including any individual member, to wit, Linda, Kristy, Xxxx, Xxxx and Xxxxx, and their respective successors and assigns, agree for a period of three years from the date hereof that should any party ever negotiate an agreement to enter into a private sale of any of the Shares to someone other than an employee, officer or director of the Company (excluding a transfer pursuant to estate planning, which is permissible), then such party shall first give all of the other parties to this Agreement ten (10) days prior written notice of the sale and the right to sell their Shares as a part of such sale on a pro rata basis, subject to compliance with all applicable SEC rules and regulations.

3. Buy-Sell. For a period of three years from the date hereof, the Company, Xxxxxxxx, the Estate of Xxxxxx XxXxxxxx, the Xxxxxx X. XxXxxxxx Family Trust and the Family, including any individual member, to wit, Linda, Kristy, Xxxx, Xxxx and Xxxxx, and their respective successors and assigns, will each have a right of first refusal to purchase all Shares offered for sale by a Shareholder, including sales offered for sale by Xxxxxxxx, the Estate of Xxxxxx XxXxxxxx, the Xxxxxx X. XxXxxxxx Family Trust and the members of the Family, for ten (10) business days after receiving notice of such sale. If notice is not given, such sale shall be null and void to a third party, who shall not be deemed to be a bona fide purchaser for value and shall be deemed to have received notice of this Agreement. It is also understood that the Company has a right of first refusal prior to any other party hereto for sales of any of the Shares offered for sale by any Shareholder, including sales offered for sale by Xxxxxxxx, the Estate of Xxxxxx XxXxxxxx, the Xxxxxx X. XxXxxxxx Family Trust and by members of the Family, which also lasts for ten (10) business days after receiving notice. Again, if notice is not given to the Company, such sale shall be null and void to a third party, who shall not be deemed to be a bona fide purchaser for value and shall be deemed to have received notice of this Agreement. Only in the event that the Company forgoes its prior right of first refusal will the other parties have a corresponding right of first refusal. For purposes of this right of first refusal, the Family shall act as one unit and will collectively be given the same amount of time to decide if they want to participate and each interested party will have the opportunity to share equally in the purchase unless otherwise agreed upon. Once the Company and the parties to this agreement have elected not to purchase the shares, then a third party can purchase the available shares from the party desiring to sell them. The exercise price of the right of first refusal shall be the price that the shares were originally offered for sale. In all cases, the right of first refusal set forth in this paragraph shall be subject to compliance with all applicable SEC rules and regulations.

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4. Collateral. The Family, the Xxxxxx X. XxXxxxxx Family Trust and the Estate of Xxxxxx X. XxXxxxxx, and their respective successors and assigns, hereby agree, for a period of three years from the date hereof, to leave in place as pledged assets the shares of common stock of HouseRaising, Inc. owned by the Xxxxxx X. XxXxxxxx Family Revocable Trust which are pledged to Wachovia Bank as collateral for an existing $2,050,000 line of credit to HouseRaising.

5. Restricted Stock. This Agreement is among affiliates of HouseRaising and members of the late Xxxxxx X. XxXxxxxx family, and deals with restricted stock. It is not intended to affect the public market in HouseRaising common stock except as otherwise specifically provided herein. In this respect, it complies with the provisions of the Securities Exchange Act of 1934, as amended.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, including its provisions governing conflicts of laws.

7. Counterparts. This Agreement may be executed in one or more counterparts, each of which when put together with the others shall constitute one and the same agreement.

8. Further Assurances. The parties hereto shall use their good faith efforts to effect the intents and purposes of this Agreement. The parties agree to provide each other with such further assurances of their good faith efforts as may be reasonable and appropriate, shall continue to deal with each other fairly and in good faith in an effort to effect and perfect the purposes of this Agreement.

9. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.

10. Other. This Agreement (i) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them, with respect to the subject matter hereof; (ii) is not intended to confer upon any other person any rights or remedies hereunder; (iii) shall not be assigned by operation of law or otherwise; and (iv) contains headings which are for reference purposes only and shall not effect in any way affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument in accordance with the laws of the State of North Carolina.

Signature		Date
__________________________		__________________________
Xxxxxxx X. Xxxxxxxx
In His Individual Capacity
__________________________		__________________________
Xxxxx X. XxXxxxxx
In Her Individual Capacity
__________________________		__________________________
Xxxxxxxxx X. Xxxxxxxx
In Her Individual Capacity

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__________________________		__________________________
R. Xxxx XxXxxxxx
In His Individual Capacity
__________________________		__________________________
R. Xxxx XxXxxxxx
In His Individual Capacity
__________________________		__________________________
Xxxxxxxxx X. XxXxxxxx
In Her Individual Capacity
__________________________		__________________________
Executor of the Estate of
Xxxxxx X. XxXxxxxx
__________________________		__________________________
Trustee of the Xxxxxx X. XxXxxxxx Family Trust
HOUSERAISING, INC. By___________________________ Xxxxxxx X. Xxxxxxxx Chairman, President and CEO		__________________________

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