SHAREHOLDERS' AGREEMENT

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Shareholders' Agreement

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Guidance note
This Agreement has been drafted to allow for two Shareholders (Shareholder A and Shareholder
B) who will make decisions in respect of management, appointment of directors, budgets etc on
the basis of their interest in the company. The Agreement should be read in conjunction, and be
consistent, with the Constitution. It assumes the Company has been established and requires
initial subscription details to be included in the Agreement. If there are less or more than two
Shareholders, appropriate changes must be made.

[Insert name of your company]

and
The persons listed in Schedule 1 of this Agreement

Shareholders' Agreement

Version 1.0 Beta

Contents
1 Definitions and interpretation 5
1.1 Definitions 5
1.2 Interpretation 10
1.3 Consents or approvals 10
2 Establishment of the Company 11
2.1 Initial shareholding in and Directors of the Company 11
Capitalisation of the Company 11
2.2 Board meeting 11
3 Business and management of Company 12
3.1 Conduct of Company's Business 12
3.2 Scope of Company Business 12
3.3 General policy determined by Directors 12
3.4 Entitlement to appoint Directors 12
3.5 Appointment and removal of Directors 13
3.6 Remuneration of Directors 13
3.7 Directors' and officers' insurance 13
3.8 Voting and regard to Shareholders' interests 14
3.9 Nominee Directors 14
3.10 Board meetings 14
3.11 Chair 15
3.12 Shareholder reserved matters 16
3.13 Voting by Shareholders 17
4 Budgets and financial information 18
4.1 Accounting principles 18
4.2 Annual Budgets and plans 18
4.3 Financial information 18
4.4 Accounting principles 18
4.5 Audit 19
4.6 Remedies of a Shareholder 19
5 Financing of Company 19
5.1 Further financing 19
5.2 No obligation on winding up 20
5.3 No other obligation to provide capital 20
5.4 Guarantees on transfer of Shares 20
6 Distribution policy 20
7 Transfer and registration of Shares 20
7.1 Restrictions on Disposal 20
7.2 Permitted Disposals to Shareholder Group 20
7.3 Pre-emptive rights applicable on transfer of Shares 20
7.4 Forced divestiture 21
7.5 Compulsory transfers 22
7.6 Determination of Transfer Price 23
7.7 Deed of Accession 23
7.8 Registration requirements 24
7.9 Ineffective transfer 24

Version 1.0 Beta

 7.10 Attorney 24
8 Tag Along Rights 25

Version 1.0 Beta