Unassociated Document


    

      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””), Gregory J. Wessling (“Wessling”), 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
        Robert V. McLemore family (collectively, the “Family”), including Linda W.
        McLemore (“Linda”), a citizen and resident of Mecklenburg County, North Carolina
        and wife of the late Robert V. McLemore and a shareholder of HouseRaising;
        Christine M. Carriker (“Kristy”), a citizen and resident of Union County, North
        Carolina and daughter of the late Robert V. McLemore and Director, Senior
        Vice
        President and CAO, and a shareholder of HouseRaising; R. Chad McLemore (“Chad”),
        a citizen and resident of Union County, North Carolina and son of the late
        Robert V. McLemore and contractor and a shareholder of HouseRaising; R. Thad
        McLemore (“Thad”), a citizen and resident of Stanly County, North Carolina and
        son of the late Robert V. McLemore and a shareholder of HouseRaising; and
        Elizabeth A. McLemore (“Libby”), resident of Syracuse, New York and daughter of
        the late Robert V. McLemore and Director and a shareholder of HouseRaising;
        the
        Robert V. McLemore Family Trust; and the Estate of Robert V. McLemore.


      


      WHEREAS,
        all parties are saddened by the passing of HouseRaising’s President and Founder
        Robert V. McLemore, and Wessling 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

              
	
                Gregory
                  J. Wessling

              	 	
                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 Robert McLemore

              	 	
                10,406,166

              	 	
                Common

              	 	
                10,406,166

              
	 	 	
                366,452

              	 	
                Series
                  A Pref

              	 	
                3,664,520

              
	 	 	
                500,000

              	 	
                Series
                  B Pref

              	 	
                5,000,000

              
	 	 	 	 	 	 	 
	
                Robert
                  V. McLemore

              	 	
                6,704,040

              	 	
                Common

              	 	
                6,704,040

              
	
                Family
                  Trust

              	 	
                245,671

              	 	
                Series
                  A Pref

              	 	
                2,456,710

              
	 	 	 	 	 	 	 
	
                Linda
                  W. McLemore

              	 	
                6,197,306

              	 	
                Common

              	 	
                6,197,306

              
	 	 	
                227,101

              	 	
                Series
                  A Pref

              	 	
                2,271,010

              
	 	 	 	 	 	 	 
	
                Christine
                  M. Carriker

              	 	
                1,571,449

              	 	
                Common

              	 	
                1,571,449

              
	 	 	
                56,775

              	 	
                Series
                  A Pref

              	 	
                567,750

              
	 	 	
                100,000

              	 	
                Series
                  C Pref

              	 	
                1,000,000

              
	 	 	 	 	 	 	 
	
                R.
                  Chad McLemore

              	 	
                100,000

              	 	
                Common

              	 	
                100,000

              
	 	 	 	 	 	 	 
	
                R.
                  Thad McLemore

              	 	
                103,834

              	 	
                Common

              	 	
                103,834

              
	 	 	 	 	 	 	 
	
                Elizabeth
                  A. McLemore

              	 	
                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 Wessling.

       

      
        
           

        

        
          vii

          
            

          

        

        
           

        

      

       

      WHEREAS,
        Wessling, 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 Wessling 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 Wessling, 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 Robert V. McLemore Family Trust as collateral for an existing $2,050,000
        line of credit from Wachovia Bank to HouseRaising;

      


      WHEREAS,
        Wessling 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.
        Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust,
        and the Family, including each individual member, to wit, Linda, Kristy,
        Chad,
        Thad and Libby, 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.
        Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust,
        and the Family, including any individual member, to wit, Linda, Kristy, Chad,
        Thad and Libby, 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, Wessling, the Estate
        of
        Robert McLemore, the Robert V. McLemore Family Trust and the Family, including
        any individual member, to wit, Linda, Kristy, Chad, Thad and Libby, 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 Wessling, the Estate of Robert McLemore, the Robert V. McLemore
        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 Wessling, the Estate of Robert McLemore,
        the
        Robert V. McLemore 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.

       

      
        
           

        

        
          viii

          
            

          

        

        
           

        

      

       

      4.
          Collateral.
        The
        Family, the Robert V. McLemore Family Trust and the Estate of Robert V.
        McLemore, 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 Robert V. McLemore
        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 Robert
        V.
        McLemore 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

              	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Gregory
                  J. Wessling

              	 	 	 
	
                In
                  His Individual Capacity

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Linda
                  W. McLemore

              	 	 	 
	
                In
                  Her Individual Capacity

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Christine
                  M. Carriker

              	 	 	 
	
                In
                  Her Individual Capacity

              	 	 	 


      

       

      
        
           

        

        
          ix

          
            

          

        

        
           

        

      

       

      
        	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                R.
                  Chad McLemore

              	 	 	 
	
                In
                  His Individual Capacity

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                R.
                  Thad McLemore

              	 	 	 
	
                In
                  His Individual Capacity

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Elizabeth
                  A. McLemore

              	 	 	 
	
                In
                  Her Individual Capacity

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Executor
                  of the Estate of

              	 	 	 
	
                Robert
                  V. McLemore

              	 	 	 
	 	 	 	 
	 	 	 	 
	__________________________	 	__________________________	 
	
                Trustee
                  of the

                Robert
                  V. McLemore Family Trust

              	 	 	 
	 	 	 	 
	
                HOUSERAISING,
                  INC.

                 

                By___________________________

                Gregory
                  J. Wessling

                Chairman,
                  President and CEO

              	 	
                __________________________

                 

                 

              	 


      

      


      


      
        
          
          

        

      
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