IN THE CIRCUIT COURT FOR _____ COUNTRY, ALABAMA

A. B., Plaintiff

vs.

THE Q CORPORATION, an Alabama corporation, X., Y. and Z., Defendants

CASE NO. ______

COMPLAINT

Plaintiff, on behalf of himself and for the benefit of and on behalf of the Defendant, The Q Corporation, and all other holders of stock of said company who may be similarly situated, alleges:

1. Plaintiff is a resident citizen of the State of Alabama, County of______.

2. The Defendant, The Q Corporation, is an Alabama corporation organized under the laws of the State of Alabama, with its principal place of business in the City of , Alabama.

3. Each of the individual Defendants resides in the State of Alabama, County of______.

4. At all times here pertinent, the Plaintiff owned _______ shares of the common capital stock of The Q Corporation.

DEMAND OR EXCUSE FOR FAILURE TO MAKE DEMAND ON BOARD OF DIRECTORS AND STOCKHOLDERS

5. The Plaintiff made a demand upon the Board of Directors to institute this action, and the said Board of Directors failed and refused to do so.

(Excuse for failure to make demand)

[Here state allegations which are contended to be the basis of an excuse for a failure to make demand.]

6. The Plaintiff made a demand upon the stockholders to institute this action, and the said stockholders failed and refused to do so.

(Excuse for failure to make demand)

[Here state allegations which are contended to be the basis of an excuse for a failure to make demand.]

7. (Enumerate in one or more paragraphs the facts made the basis of the suit.)

8. Plaintiff will fairly and adequately represent the interest of the shareholders similarly situated in enforcing the rights of The Q Corporation.

9. The business and reputation of The Q Corporation have been damaged by reason of the transactions described herein.

10. Defendants X., Y. and Z. have realized profits totaling $ _______ on the transactions herein; or, The Q Corporation has been damaged in the amount of $ _______.

DEMAND FOR JUDGMENT

11. Plaintiff demands judgment against Defendants X., Y. and Z. as follows:

(a) that Defendants X., Y. and Z. be required to account to The Q Corporation for all profits made by them in connection with the transactions herein described between them and The Q Corporation;

(b) that a judgment be entered for The Q Corporation against Defendants X., Y. and Z., separately, severally and jointly, for all profits made by said Defendants;

(c) that a judgment be entered for The Q Corporation and against the Defendants X., Y. and Z., separately, severally and jointly, for all damage sustained by The Q Corporation as a result of the transactions herein set forth;

(d) an allowance of reasonable attorney’s fee and expenses for Plaintiff’s lawyer;

(e) such other relief to which The Q Corporation, the Plaintiff and other stockholders similarly situated may be entitled.

________________________

Attorney for Plaintiff

DATED:

STATE OF ALABAMA

_________ COUNTY

VERIFICATION

I, the undersigned A. B., being first duly sworn, depose and say:

I am a resident citizen of ____ County, in the State of Alabama. I am the Plaintiff named in the foregoing Complaint. I have read over the Complaint, and the facts stated therein are true and correct according to my information, knowledge and belief.

__________

A..

B

Sworn to and subscribed before me this the day of _____, 19__.

Notary Public