Joint Venture Shareholders' Agreement

Document title: Joint venture shareholders' agreement: majority and minority shareholder.
DATED
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JOINT VENTURE SHAREHOLDERS' AGREEMENT
[between/among]
[Party 1]
and
[Party 2]
and
[JVC]
CONTENTS
____________________________________________________________
CLAUSE
1. Interpretation........................................................................................................................ 3
2. Business of the JVC.............................................................................................................8
3. [[Period to Completion..........................................................................................................8
4. Conditions............................................................................................................................ 8
5. Completion......................................................................................................................... 10
6. Warranties.......................................................................................................................... 11
7. Matters requiring consent of JV Parties..............................................................................12
8. Directors and management................................................................................................12
9. Shareholder meetings.........................................................................................................12
10. Finance for the JVC........................................................................................................ 12
11. Restrictions on JV Parties...............................................................................................13
12. [Anti-corruption................................................................................................................ 15
13. Business Plan................................................................................................................. 15
14. Accounting and other information....................................................................................16
15. Dividend policy................................................................................................................ 17
16. Tax matters..................................................................................................................... 17
17. Deadlock resolution.........................................................................................................19
18. Transfer of shares........................................................................................................... 21
19. Issue of further shares....................................................................................................22
20. Termination and liquidation.............................................................................................22
21. Status of agreement........................................................................................................24
22. Confidentiality................................................................................................................. 24
23. Announcements.............................................................................................................. 27
24. Further assurance........................................................................................................... 27
25. Assignment and other dealings.......................................................................................27
26. Entire agreement............................................................................................................ 28
27. Variation and waiver........................................................................................................28
28. Costs............................................................................................................................... 29
29. No partnership or agency................................................................................................29
30. Notices............................................................................................................................ 29
31. Severance....................................................................................................................... 31
32. Agreement survives Completion.....................................................................................31
33. Third party rights............................................................................................................. 31
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34. Counterparts................................................................................................................... 31
35. Rights and remedies.......................................................................................................32
36. [Inadequacy of damages]................................................................................................32
37. Language........................................................................................................................ 32
38. Governing law and jurisdiction........................................................................................32
SCHEDULE
Schedule 1 Matters reserved for shareholder approval.......................................................33
Schedule 2 Deed of adherence...........................................................................................36
Schedule 3 Share transfers.................................................................................................37
Part 1 Share transfers: general..............................................................................................37
Part 2 Pre-emption rights on transfer of shares......................................................................37
Part 3 Permitted transfers......................................................................................................38
Part 4 Compulsory transfers..................................................................................................38
Schedule 4 Drag and tag.....................................................................................................42
Part 1 Tag along rights........................................................................................................... 42
Part 2 Drag along rights......................................................................................................... 43
Schedule 5 Directors and management...............................................................................46
Part 1 Number of directors.....................................................................................................46
Part 2 Chairperson................................................................................................................. 46
Part 3 Appointment and removal of directors.........................................................................46
Part 4 Director meetings........................................................................................................ 47
Schedule 6 Shareholder meetings.......................................................................................49
Schedule 7 Valuation........................................................................................................... 50
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This agreement is dated [DATE]
Parties
(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (X)
ADDRESS] (Y)
ADDRESS] (JVC)
BACKGROUND
(A) [NAME] Limited is a newly formed company incorporated in England and Wales with
ADDRESS] and which has two ordinary shares of [£1] each in issue, one held by X and
one held by Y (JVC).
(B) The JVC shall carry on business in accordance with the terms and conditions of this
agreement.
(C) X and Y shall exercise their rights in relation to the JVC in accordance with the terms
and conditions of this agreement.
Agreed terms
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
[Adequate Procedures: adequate procedures, as referred to in section 7(2) of the Bribery Act
2010 and any guidance issued by the Secretary of State under section 9 of the Bribery
Act 2010.]
Articles: the articles of association of the JVC in agreed form to be adopted on or prior to
Completion as amended or superseded from time to time.
[Associated Person: in relation to a company, a person (including an employee, agent or
subsidiary) who performs services for or on behalf of that company.]
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Board: the board of directors of the JVC as constituted from time to time.
Business: has the meaning given in 72..
Business Day: any day other than a Saturday, Sunday or public holiday in England when
banks in London are open for business.
Business Plan: has the meaning given in 1413..
Business Transfer Agreement: the agreement relating to the transfer of the X Business to the
JVC made between [PARTIES] and executed on or before the date of this agreement.
CA 2006: the Companies Act 2006.
Completion: the completion of the formation of the JVC in accordance with 84..
Completion Date: has the meaning given in 95.2.
Conditions: the conditions set out in 84..
Confidential Information: has the meaning given in 2222..
Controlling Interest: an interest in shares giving to the holder or holders control of JVC within
the meaning of section 1124 of the Corporation Tax Act 2010.
CTA 2010: the Corporation Tax Act 2010.
Deadlock Notice: has the meaning given in 1817.2.
Deed of Adherence: the deed of adherence in the form set out in Schedule 2
Director: a director of the JVC.
Electronic form: has the meaning given in section 1168 of the CA 2006.
Eligible Director: any Eligible X Director or Eligible Y Director (as the case may be).
Eligible X Director: an X Director who would be entitled to vote on the matter at a meeting of
the Board (but excluding any X Director whose vote is not to be counted in respect of the
particular matter).
Eligible Y Director: a Y Director who would be entitled to vote on the matter at a meeting of the
Board (but excluding any Y Director whose vote is not to be counted in respect of the
particular matter).
Encumbrance: any interest or equity of any person (including any right to acquire, option or
right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation,
security interest, title retention or any other security agreement or arrangement.
Fair Value: in relation to shares, as determined in accordance with Schedule 7.
Financial Year: in relation to the JVC, means its accounting reference period of 12 months
ending on the date given in 105.3(i) or such other date as the JVC may determine in
accordance with section 392 of the CA 2006 but, in the first year in which the JVC is
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formed, means the period starting with the day the JVC is formed and ending on the
date given in 105.3(i), subject to the CA 2006.
Group: in relation to a company, that company, any subsidiary or holding company from time to
time of that company, and any subsidiary from time to time of a holding company of that
company. Each company in a Group is a member of the Group.
holding company: has the meaning given in 61.12.
JV Parties: together, X and Y and their permitted assigns and successors under this agreement
and JV Party shall mean each of them.
Licence: the agreement licensing [DETAILS OF TECHNOLOGY/INTELLECTUAL PROPERTY
RIGHTS LICENSED BY Y TO THE JVC] to the JVC, to be entered into by the JVC and
Y in agreed form.
Permitted Group: in relation to a company, any wholly owned subsidiary of that company, any
company of which it is a subsidiary (its holding company) and any other subsidiaries of
any such holding company; and each company in a Permitted Group is a member of the
Permitted Group. Unless the context otherwise requires, the application of the definition
of Permitted Group to a company at any time will apply to the company as it is at that
time.
Permitted Transfer: a transfer of shares made in accordance with Part 3 of Schedule 3.
Permitted Transferee: in relation to a JV Party, any member of the same Permitted Group as
that JV Party.
Purchase Notice: has the meaning given in paragraph 2 of Part 2 of Schedule 3.
Reserved Matters: the matters listed in Schedule 1.
Respective Proportions: in relation to a party, the proportion which the number of shares held
by that party in the JVC bears to the total number of issued shares of the JVC.
Shareholders: the holders of shares in the JVC.
Shares: the X Shares and Y Shares in issue from time to time.
subsidiary: has the meaning given in 61.12.
Support Agreement: the agreement pursuant to which Y provides support to the JVC for the
Technology, to be entered into by the JVC and Y in agreed form.
Technology: the [DESCRIBE TECHNOLOGY/INTELLECTUAL PROPERTY RIGHTS] to be
licensed to the JVC by Y at Completion under the terms of the Licence.
Valuer: [a member of] an independent firm of chartered accountants of [international] repute
appointed by the JV Parties in accordance with 48Schedule 7.
X Business: the business to be transferred to the JVC by X at Completion under the terms of
the Business Transfer Agreement.
X Director: any director appointed to the Board by X.
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X Share: an ordinary share of £[1] in the capital of the JVC designated as an X Share.
Y Director: any director appointed to the Board by Y.
Y Share: an ordinary share of £[1] in the capital of the JVC designated as a Y Share.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this
agreement.
1.3 References to clauses and Schedules are to the clauses of and Schedules to this
agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the
body of this agreement. Any reference to this agreement includes the Schedules.
1.5 A reference to this agreement or to any other agreement or document is a reference

to this agreement or such other agreement or document, in each case as varied from
time to time.
1.6 A reference in this agreement to other documents referred to in this agreement or

any similar expression is a reference to the following documents:
(a) [SPECIFY ANY RELEVANT DOCUMENTS REFERRED TO].
1.7 Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.
1.8 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.
1.9 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
1.10 A reference to a party shall include that party's successors and permitted assigns.
1.11 A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
1.12 A reference to a holding company or a subsidiary means a holding company or a

subsidiary (as the case may be) as defined in section 1159 of the CA 2006 [and for the
purposes only of the membership requirement contained in sections 1159(1)(b) and (c),
a company shall be treated as a member of another company even if its shares in that
other company are registered in the name of:
(a) another person (or its nominee), by way of security or in connection with the
taking of security; or
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(b) its nominee].
1.13 Unless expressly provided otherwise in this agreement, a reference to writing or written
includes email.
1.14 Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those terms.
1.15 References to a document in agreed form are to that document in the form agreed by
the parties and initialled by them or on their behalf for identification.
1.16 A reference to any legislation or legislative provision is a reference to it as [amended,

extended or re-enacted from time to time OR it is in force at the date of this agreement,]
[provided that, as between the parties, no such amendment, extension or re-enactment
made after the date of this agreement shall apply for the purposes of this agreement to
the extent that it would impose any new or extended obligation, liability or restriction on,
or otherwise adversely affect the rights of, any party].
1.17 A reference to any legislation or legislative provision shall include all subordinate
legislation made [from time to time OR as at the date of this agreement] under that
legislation or legislative provision.
1.18 [Any reference to an English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall, in respect of any jurisdiction other than England, be deemed to include a reference
to that which most nearly approximates to the English legal term in that jurisdiction.]
1.19 Any obligation on a party not to do something includes an obligation not to allow that
thing to be done.
1.20 [Unless the context requires otherwise, words and expressions defined in the Articles
shall have the same meaning when used in this agreement.]
2. Business of the JVC
2.1 The business of the JVC is [BUSINESS OF THE JVC] (Business).
2.2 Each party shall use its reasonable endeavours to promote and develop the Business to
the best advantage of the JVC.
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3. [[Period to Completion
3.1 The parties shall procure that prior to Completion and except as required by 84., the JVC
shall not carry on any trade or business or be engaged in any activities of any sort nor
have any assets or liabilities.
3.2 The JV Parties shall procure that until Completion, the business of the JVC shall be
maintained and conducted in the usual course of business without any [material]
interruption or alteration in the nature, scope or manner of the business and so as to
maintain the same as a going concern.]]
4. Conditions
4.1 Completion is conditional on the satisfaction or waiver of the following Conditions:

(a) [ADD DETAILS OF APPLICABLE CONDITIONS TO COMPLETION].
(b) [ADD DETAILS OF COMPETITION CONDITIONS TO COMPLETION].
(c) [ADD DETAILS OF NSI REGIME CONDITIONS]
(d) [all other necessary regulatory and governmental consents having been
obtained.]
(e) [[both JV Parties OR X OR Y] having passed [RESOLUTIONS REQUIRED] at
general meeting[s] approving this agreement.]
(f) [any other third party consents having been obtained.]
(g) [no person having threatened or commenced any proceedings to prohibit or
otherwise challenge the transaction.]
(h) [no legislation or regulation being proposed or passed that would prohibit or
materially restrict the implementation of the agreement or the participation in the
JVC of either party.]
(i) [completion of the Business Transfer Agreement.]
4.2 X and Y shall use all reasonable endeavours to procure that the Conditions are satisfied
as soon as practicable and in any event no later than 6.00 pm:
(a) on [DATE ON WHICH PARTIES EXPECT ALL CONDITIONS TO BE
SATISFIED]; or
(b) where a later date has been agreed in writing by X and Y, on that date.
4.3 A Condition may only be waived by both JV Parties in writing.
4.4 If at any time either JV Party becomes aware of a fact or circumstance that might
prevent a Condition being satisfied, it shall immediately inform the other JV Party.
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4.5 If the Conditions have not been satisfied or waived by 6.00 pm on [LONG STOP DATE],
this agreement shall cease to have effect immediately after that time on that date except
for:
(a) 31. (interpretation);
(b) this clause (conditions);
(c) 2222. (confidentiality);
(d) 2525. (assignment and other dealings);
(e) 2526. (entire agreement);
(f) 2627. (variation and waiver);
(g) 2628. (costs);
(h) 2629. (no partnership or agency);
(i) 2630. (notices);
(j) 2831. (severance);
(k) 2936. (inadequacy of damages) insofar as it relates to 2222. (confidentiality);]
(l) 2937. (language);
(m) 3038. (governing law and jurisdiction); [and]
(n) any rights, remedies, obligations or liabilities that have accrued under this
agreement[; and OR.]
(o) [INCLUDE OTHER RELEVANT PROVISIONS].
5. Completion
5.1 Completion shall take place at [TIME] on the Completion Date at:
(a) the offices of [NAME OF PARTY]; or
(b) any other place agreed in writing by the parties.
5.2 Completion Date means [DATE] but if the Conditions have not been satisfied or waived
in accordance with 84. on or before that date means:
(a) the second Business Day after they are all satisfied or waived; or
(b) any other date agreed in writing by the parties.
5.3 At Completion the parties shall procure that such JV Party and board meetings of the
JVC are held as may be necessary to:
(a) re-designate the sole share held in the JVC by [X] as an [X Share];
(b) adopt the Articles;
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(c) give the directors the authority to allot the X Shares and Y Shares in
accordance with 105.4 and 105.5;
(d) change the JVC's name to [NAME];
(e) appoint [NAMES] as X Directors and [NAME(S)] as Y Director[s] and [NAME] as
chair of the Board;
(f) resolve that the registered office of the JVC shall be at [ADDRESS];
(g) appoint [NAME] as the auditors of the JVC;
(h) appoint [NAME] as the [principal] bankers to the JVC; and
(i) resolve that the JVC's Financial Year shall end on [DATE] in each year.
5.4 At Completion:
(a) the parties shall procure that, pursuant to the Business Transfer Agreement, the
JVC shall issue credited as fully paid [NUMBER] X Shares to X and enter X in
the register of members of the JVC as the holder of such X Shares and issue a
share certificate to X in respect of all such shares; and
(b) in consideration for the issue of X Shares, X shall transfer or procure the
transfer of the X Business to the JVC in accordance with the terms of the
Business Transfer Agreement [and pay £[AMOUNT] by [AGREED METHOD OF
PAYMENT] to the JVC].
5.5 At Completion:
(a) the parties shall, pursuant to the terms of the Licence and Support Agreement,
procure that, the JVC shall issue credited as fully paid [NUMBER] Y Shares to Y
and enter Y in the register of members of the JVC as the holder of such Y
Shares and issue a share certificate to Y in respect of all such shares; and
(b) in consideration for the issue of Y Shares, Y shall pay £[AMOUNT] by
[AGREED METHOD OF PAYMENT] to the JVC.
5.6 At Completion the parties shall adopt the Business Plan for the Financial Year in which
the JVC is formed in agreed form.
5.7 At Completion the parties shall procure that the following agreements are executed in
agreed form:
(a) [DETAILS OF, FOR EXAMPLE, SERVICE AGREEMENTS WITH DIRECTORS,
SECONDMENT AGREEMENTS OR OTHER KEY ANCILLARY AGREEMENTS
IN AGREED FORM].
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5.8 [At Completion [each party OR [NAME OF PARTY]] shall deliver a notice to the JVC
confirming its required particulars under section 790K of the CA 2006 for the purposes of
updating the JVC's PSC register.]
5.9 The JV Parties waive, or agree to procure the waiver of, any rights or restrictions which
may exist in the Articles or otherwise and which may prevent the allotment and issue of
the shares in the JVC pursuant to 105.4 and 105.5.
6. Warranties
6.1 Each JV Party warrants and represents to the other that, at the date of this agreement,
the JVC has not carried on any business, has no assets or liabilities, has no employees
and is not a party to any contracts except as necessary to comply with 84..
6.2 [Each party warrants and represents to the other party that:
(a) it is a [corporation] duly organised and validly existing under the laws of the
jurisdiction of its organisation or incorporation;
(b) it has full power and authority and has obtained all necessary authorities and
consents to enter into and perform its obligations under this agreement and
such other agreements and arrangements referred to in this agreement; and
(c) the signing of this agreement and the performance of its obligations under this
agreement and the other agreements and arrangements referred to in this
agreement will not result in a breach of any other agreement or arrangement to
which it is a party, nor give rise to any right of termination of any other
agreement or arrangement to which it is a party.]
7. Matters requiring consent of JV Parties
Each JV Party shall procure that the JVC shall not, without the prior written approval of
[all Shareholders] [every shareholder that holds, at the relevant time, shares carrying at
least [NUMBER]% of the total voting rights exercisable in general meetings of the JVC],
carry out any of the Reserved Matters.
8. Directors and management
8.1 The provisions of Schedule 5 apply in this agreement in relation to directors and
management of the JVC.
9. Shareholder meetings
The provisions of Schedule 6 apply in this agreement in relation to shareholder meetings

of the JVC.
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10. Finance for the JVC
10.1 [ The parties envisage that the JVC shall be self-financed from the cash flow of the X
Business [and [ANY CASH CONTRIBUTION MADE BY EITHER JV PARTY]].]
10.2 [The parties agree that if it requires any additional finance, the JVC shall be financed, so
far as practicable, from external funding sources and on terms to be agreed between the
Board, the parties and any relevant third parties and that any security required in relation
to such external funding shall, if possible, be provided by the JVC..]
10.3 There is no obligation on the JV Parties to provide any further finance to the JVC but, if
they do so, the JV Parties shall each provide the finance in their Respective Proportions
but otherwise on the same terms unless they agree otherwise in writing.
11. Restrictions on JV Parties
11.1 Neither JV Party nor any of its subsidiaries shall [(unless otherwise agreed in writing by
the other JV Party [and the JVC])], during the times specified below, carry on or be
employed, engaged or interested in any business in [TERRITORY] which would be in
competition with any part of the Business, including any developments in the Business
after the date of this agreement. The times during which the restrictions apply are:
(a) [any time when the JV Party in question is a Shareholder; and]
(b) [for a period of [NUMBER] [months] after the JV Party in question ceases to be
a Shareholder.]
11.2 Neither JV Party nor any of its subsidiaries shall, in the same area of Business in which
the JVC operates and during the times specified below, deal with or seek the custom of
any person that is, or was within the previous 12 months, a client or customer of the JVC
[or, where the JV Party is no longer a Shareholder, any person that was a client or
customer of the JVC at any time during the period of 12 months immediately preceding
the JV Party in question ceasing to be a Shareholder]. The times during which the
restrictions apply are:
a Shareholder.]
11.3 Neither JV Party nor any of its subsidiaries shall, during the times specified below, offer
employment to, enter into a contract for the services of, or attempt to solicit or seek to
entice away from the JVC any individual who is at the time of the offer, or attempt, a
director, officer or employee [holding an executive or managerial position] with the JVC
or procure or facilitate the making of any such offer or attempt by any other person. The
times during which the restrictions apply are:
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a Shareholder.]
11.4 [Neither JV Party nor any of its subsidiaries shall, during the times specified below,
solicit or endeavour to entice away from the JVC any supplier who supplies, or has
supplied within the previous 12 months, [goods AND/OR services] to the JVC [or, where
the JV Party is no longer a Shareholder, any supplier who has supplied [goods AND/OR
services] to the JVC at any time during the period of 12 months immediately preceding
the JV Party in question ceasing to be a Shareholder] if that solicitation or enticement
causes or would cause such supplier to cease supplying, or materially reduce its supply
of, those [goods AND/OR services] to the JVC. The times during which the restrictions
apply are:
(a) any time when the JV Party in question is a Shareholder; and
a Shareholder.]
11.5 The undertakings in this clause are given by each JV Party to the other [and to the JVC]
and apply to actions carried out by each JV Party (or any of its subsidiaries) in any
capacity and whether directly or indirectly, on the JV Party's (or subsidiary's) own behalf,
on behalf of any other person or jointly with any other person.
11.6 Nothing in this clause shall prevent a JV Party or any of its subsidiaries from holding for
investment purposes only:
(a) units of any authorised unit trust; or
(b) not more than [NUMBER]% of any class of shares or securities of any company
traded on a recognised investment exchange (within the meaning of the
Financial Services and Markets Act 2000).
11.7 Each of the undertakings in 1211.1, 1211.2, 1211.3 and 1311.4 is a separate
undertaking and shall be enforceable by either party and any of their subsidiaries
separately and independently of the right to enforce any one or more of the other
undertakings contained in those clauses
11.8 Each of the covenants in this clause is considered fair and reasonable by the parties.
11.9 Each JV Party shall procure that its subsidiaries comply with the terms of this clause.
11.10 [If a JV Party ceases to be a Shareholder as a result of a transfer of shares to a

Permitted Transferee in accordance with the Articles, the restrictions in this 1211. shall
continue to apply to the JV Party that has transferred its shares for so long as any of its
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Permitted Transferees is a Shareholder, and for the period of time specified in each of
1211.1(b), 1211.2(b), 1311.3(b) and 1311.4(b) after the Permitted Transferee ceases to
be a Shareholder.]
12. [Anti-corruption
12.1 Each party undertakes to the other parties that:

(a) it will not, [in the course of the operation of the Business,] engage in any activity,
practice or conduct which would constitute an offence under sections 1, 2 or 6
of the Bribery Act 2010;
(b) [it has and will maintain in place, and will procure that the JVC has and will
maintain in place, Adequate Procedures designed to prevent any Associated
Person from undertaking any conduct that would give rise to an offence under
section 7 of the Bribery Act 2010; and]
(c) from time to time, at the reasonable request of the other parties, it will confirm in
writing that it has complied with its undertakings under 1412.1(a) and 1412.1(b)
and will provide any information reasonably requested by the other parties in
support of such compliance.
12.2 Breach of any of the undertakings in this clause shall be deemed to be a material breach
of the agreement.]
13. Business Plan
13.1 The Business Plan is an annual business plan for the JVC prepared by the Board and it
shall include in relation to the Financial Year to which it relates:
(a) a cashflow statement giving:
(i) an estimate of the working capital requirements; and
(ii) an indication of the amount (if any) that it is considered prudent to retain,
for the purpose of meeting those requirements, out of those profits of the
previous Financial Year that are available for distribution to JV Parties;
(b) a monthly projected profit and loss account;
(c) an operating budget (including capital expenditure requirements) and balance
sheet forecast;
(d) a management report giving business objectives for the year; and
(e) a financial report which shall include an analysis of the estimated results of the
JVC for the previous Financial Year compared with the Business Plan for that
year, identifying variations in sales, revenues, costs and other material items.
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13.2 The Business Plan for the Financial Year in which the JVC is formed shall be in agreed
form and adopted by the parties at Completion.
13.3 The Business Plan for every other Financial Year shall be:
(a) prepared by the Board at least [NUMBER] days before the end of the preceding
Financial Year; and
(b) adopted and approved by the parties by agreement in writing as soon as
possible after it has been prepared.
14. Accounting and other information
14.1 The JVC shall at all times maintain accurate and complete accounting and other
financial records including all corporation tax computations and related documents and
correspondence with HM Revenue & Customs in accordance with the requirements of all
applicable laws and generally accepted accounting principles applicable in the United
Kingdom.
14.2 Each JV Party and its authorised representatives shall be allowed access at all
reasonable times to examine the books and records of the JVC [and to discuss the
JVC's affairs with its directors and senior management].
14.3 The JVC shall supply [NAMES] [each JV Party] with the financial [and other] information
necessary to keep the JV Party informed about how effectively the Business is
performing and in particular shall supply each JV Party with:
(a) a copy of each year's Business Plan for approval in accordance with 1513.3;
(b) a copy of the audited accounts of the JVC prepared in accordance with the laws
applicable in and the accounting standards, principles and practices generally
accepted in the United Kingdom, within [NUMBER] months of the end of the
year to which the audited accounts relate; and
(c) monthly management accounts of the JVC to be supplied within [NUMBER]
days of the end of the month to which they relate, which shall include a profit
and loss account, a balance sheet and a cashflow statement [and such other
information as each JV Party may reasonably require].
(d) [a copy of a report prepared by the JVC in respect of each Financial Year,
demonstrating the implementation by the JVC of [Adequate Procedures OR
anti-corruption procedures in substantially the same form as X's Anti-corruption
Procedures], such report to be provided within [NUMBER] days of the end of the
Financial Year to which it relates.]
14.4 [The JVC shall, as soon as possible, comply with any request made by a JV Party, to
provide any documents, information and correspondence necessary (at the cost of the
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JV Party making the request) to enable the relevant JV Party to comply with filing,
elections, returns or any other requirements of HM Revenue & Customs or of any other
revenue or tax authority.]
15. Dividend policy
15.1 [The parties agree that the JVC shall not declare, pay or make any dividend or other
distribution until all loans made to the JVC by the JV Parties have been repaid in full.]
15.2 [Following repayment of all loans made to the JVC by the JV Parties and ][Subject to the
requirements of the CA 2006, and unless the parties agree otherwise in relation to any
particular Financial Year, the parties shall [use reasonable endeavours to] procure that
the JVC shall distribute by way of dividend at least [NUMBER]% of the profit of the JVC
in relation to each Financial Year but after making all necessary, reasonable and prudent
provisions and reserves for taxation, [for the repayment of borrowings by the JVC (if
any), minority interests and extraordinary items] as shown in the audited accounts for
that year.]
15.3 A distribution under this clause in relation to any Financial Year shall be made within six
months of the day to which the audited accounts of the JVC for that year are made up.
16. Tax matters
16.1 [Unless the parties otherwise expressly agree in writing, the parties shall procure that all
of the JVC's trading losses and all other amounts eligible for relief from taxation shall be
carried forward by the JVC and not surrendered (wholly or partly) to the parties.]
OR
[Unless the parties otherwise expressly agree in writing, each JV Party shall co-operate
to ensure that, to the extent permitted by law and so far as possible, all of the JVC's
trading losses and other amounts eligible for relief from corporation tax under Chapter 4
of Part 5 of the CTA 2010 ([consortium claims for] group relief) shall be surrendered or
made available to the parties (or any other company which is a member of its Group and
which is entitled to claim group relief pursuant to sections 130, 132, 133 and 153 of the
CTA 2010) [in proportion to the relevant JV Party's interest in the X and Y Shares] OR [in
such proportions as are permitted by law and agreed between the parties]. For this
purpose, the following provisions shall apply:
(a) each JV Party shall give and procure that the JVC gives its consent, and each
JV Party shall take and procure that the JVC takes, such other action as may
reasonably be required to ensure that such surrenders are effectively made
within any relevant time limits;
16
(b) in respect of each surrender, each JV Party shall make (or shall procure that the
relevant claimant company within its Group makes) a payment in respect of the
amount surrendered (as referred to in section 183 of the CTA 2010) [within [nine
months] of the end of the relevant company's claim period (within the meaning
of section 130(2) of the CTA 2010)] OR [not later than [14 Business Days] after
the delivery of the relevant company's tax return or amended tax return for the
relevant claim period];
(c) the amount of any payment referred to in 1716.1(b) shall be equal to [the sum
obtained by multiplying the amount so surrendered by a percentage equal to the
percentage rate of corporation tax applicable in the United Kingdom to
companies generally in respect of income profits for the claimant company's
claim period (as defined above)] OR [the amount of corporation tax saved by
the claimant company as a result of the surrender]; and
(d) any such payment made pursuant to 1716.1(b) shall be subject to return if and
to the extent that it is determined that relevant losses or other amounts
surrendered are not available for surrender or there is an insufficiency of profits
of the claimant company and any such payment shall be adjusted to the extent
that it is subsequently found to have been incorrectly calculated.]
16.2 [Unless the parties otherwise expressly agree in writing, and to the maximum extent
permitted by law, each JV Party shall be entitled to surrender (and to procure that any
other company which is a member of its Group, and which is entitled to consent to a
surrender pursuant to sections 130, 132, 133 and 153 of the CTA 2010, surrenders) to
the JVC, trading losses and other amounts eligible for relief from corporation tax under
Chapter 4 of Part 5 of the CTA 2010 [in proportion to the relevant JV Party's interest in
the X and Y Shares] OR [in such proportions as are permitted by law and agreed
between the parties]. For this purpose the following provisions shall apply:
(a) each JV Party shall give and procure that the relevant surrendering company
within its Group (if the surrendering company is not a JV Party) gives all
consents and each JV Party shall take and procure that the relevant
surrendering company within its Group (if the surrendering company is not a JV
Party) takes such other action as may reasonably be required to ensure that
such surrenders are effectively made within any relevant time limits;
(b) in respect of any such surrender, each JV Party shall procure that the JVC shall
make a payment to the relevant surrendering company as respects the amount
surrendered (as referred to in section 183 of the CTA 2010) [within [nine
months] of the end of the claim period (within the meaning of section 130(2) of
the CTA 2010)] OR [not later than [14 Business Days] after the delivery of the
relevant company's tax return or amended tax return for the relevant claim
period];
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(c) the amount of any payment referred to in 1716.2(b) shall be equal to the amount
of corporation tax saved by the claimant company as a result of the surrender;
and
(d) any such payment made pursuant to 1716.2(b) shall be subject to return if, and
to the extent, that it is determined that relevant losses or other amounts
surrendered are not available for surrender or there is an insufficiency of profits
of the claimant company and any such payment shall be adjusted to the extent
that it is subsequently found to have been incorrectly calculated.]
17. Deadlock resolution
17.1 There is a deadlock if a resolution is proposed and one of the following applies:
(a) at a properly convened meeting of Shareholders or of the Board there is no
quorum at the meeting and no quorum at the meeting when it is reconvened
following an adjournment, provided that the meeting, or adjourned meeting, is
not inquorate because the person who proposed the resolution does not attend;
(b) [if a resolution to approve [SPECIFY MATTERS OR LIST MATTERS IN A
SCHEDULE, FOR EXAMPLE APPROVAL OF THE BUSINESS PLAN] is not
passed as a result of a failure to achieve unanimity or the required majority (as
the case may be) and a JV Party serves notice on the other JV Party requiring
the particular matter to be considered again at a special meeting of the Board or
Shareholders of the JVC (as the case may be) (to be held no earlier than seven
Business Days after the date of the notice of the special meeting), and at such
meeting the resolution is again not passed due to a failure to achieve unanimity
[or the required majority], or because there is no quorum at the meeting [and
this occurs in respect of two or more of the matters specified in any [NUMBER]
month period as a result of the same JV Party voting against the resolution].]
17.2 Either JV Party may within 28 days of the meeting at which the deadlock arises or within
28 days of the date of the resolution in respect of which the deadlock arises (as the case
may be) serve notice on the other JV Party (Deadlock Notice):
(a) stating that in its opinion a deadlock has occurred; and
(b) identifying the matter giving rise to the deadlock.
17.3 The JVC shall within [10] Business Days of receipt of the Deadlock Notice refer the
matter in writing to the Resolution Panel (Resolution Request) enclosing a copy of the
Deadlock Notice.
17.4 The Resolution Panel is required to prepare a written decision [including reasons] and
give notice (including a copy) of the decision to the parties within a maximum of [three]
months of the matter being referred to the Resolution Panel.
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17.5 The JV Parties will provide (or procure that others provide) the Resolution Panel with
such assistance and documents as the Resolution Panel reasonably requires for the
purpose of reaching a decision.
17.6 The Resolution Panel may in their reasonable discretion determine such other
procedures to assist with the conduct of the determination as they consider just or
appropriate [including (to the extent considered necessary) instructing professional
advisers to assist them in reaching their determination]
17.7 Each JV Party shall with reasonable promptness supply the Resolution Panel with all
information and give each other access to all documentation and personnel and/or
things as the other JV Party may reasonably require to make a submission under this
clause.
17.8 The Resolution Panel shall be made up of the [DETAILS OF EXECUTIVES POSITIONS
OF EACH JV PARTY TO BE APPOINTED TO THE PANEL] and shall agree with such
members the terms of their appointment.
17.9 In the event that the Resolution Panel fail to reach a resolution, either of the JV Parties
may serve a Transfer Notice in accordance with Part 2 of Schedule 2, save that such
Transfer Notice may be issued without identifying a buyer as required by 362. of Part 2
of Schedule 2.
(a) the JV Party selling the shares shall [deliver to the JVC the resignations of any
directors appointed by the selling JV Party OR remove the observer it has
appointed to the Board] in each case acknowledging that they have no claims
against the JVC, to take effect at completion of the sale of the shares; and
(b) [the parties shall procure that the JVC shall repay any loans made to it by the
JV Party selling its shares (together with any interest accrued on such loans)
and the parties shall use their best endeavours to procure that the JV Party
selling its shares is released from any guarantees, security arrangements [and
other obligations] that it has given in respect of the JVC and its Business.]
18. Transfer of shares
18.1 The provisions of Schedule 3 and Schedule 4 shall apply to the JV Parties in relation to
the transfer of shares.
18.2 No JV Party shall create any Encumbrance over, transfer, or otherwise dispose of or
give any person any rights in or over any share or interest in any share in the JVC
unless it is permitted or required under this agreement or the Articles and carried out in
accordance with the terms of this agreement or the Articles (as the case may be).
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18.3 A JV Party may do anything prohibited by this clause if the other JV Party has consented
to it in writing.
18.4 Except as expressly provided in the Articles or this agreement, the parties shall procure
that no transfer of shares shall be registered by the Board unless the transferee of such
shares has executed and delivered a Deed of Adherence.
18.5 Each JV Party undertakes (in respect of the shares that it holds) to give, and to use its
reasonable efforts to procure that shareholders in its Group give, the approvals required
for any transfer of shares made in accordance with the Articles or this agreement (as the
case may be).
18.6 On completion of a transfer of shares made in accordance with this agreement or the
Articles (other than a transfer of shares made to a Permitted Transferee):
(a) the JV Party selling the shares shall deliver, or procure that there are delivered,
to the JVC the resignations of any directors appointed by the selling party, in
each case acknowledging that they have no claims against the JVC, to take
effect at completion of the sale of the shares; and
(b) the JVC shall repay any loans made to it by the JV Party selling its shares
(together with any interest accrued on such loans) and the parties shall use their
best endeavours to procure that the party selling its shares is released from any
guarantees, security arrangements [and other obligations] that it has given in
respect of the JVC and its Business.
19. Issue of further shares
The parties shall procure that the JVC shall not issue any shares or other equity
securities (within the meaning of section 560(1) of the CA 2006) to any person, unless
that person is a party to this agreement or has executed and delivered a Deed of
Adherence
20. Termination and liquidation
20.1 Subject to 2120.2, this agreement shall terminate:

(a) when one JV Party [and its Permitted Transferee under the Articles] cease[s] to
hold any shares in the JVC; or
(b) when a resolution is passed by shareholders or creditors, or an order is made
by a court or other competent body or person instituting a process that shall
lead to the JVC being wound up and its assets being distributed among the
JVC's creditors, shareholders or other contributors; or
20
(c) [when, following the issue of a Transfer Notice in accordance with 1917.9 the
Continuing Shareholder does not purchase the Sale Shares and no third-party
purchaser is found within [12 months] of the date of the Transfer Notice; or]
(d) [INCLUDE ANY OTHER EVENTS THAT SHOULD LEAD TO TERMINATION].
20.2 On termination of this agreement, the following clauses shall continue in force:
(a) 31. (interpretation);
(b) 1211. (restrictions on parties);
(c) 1616. (tax matters);
(d) this clause;
(e) 2222. (confidentiality);
(f) 2525. (assignment and other dealings);
(g) 2526. (entire agreement);
(h) 2627. (variation and waiver);
(i) 2628. (costs);
(j) 2629. (no partnership or agency);
(k) 2630. (notices);
(l) 2831. (severance);
(m) 2936. (inadequacy of damages);]
(n) 2937. (language);
(o) 3038. (governing law and jurisdiction); [and OR.]
(p) [INCLUDE ANY OTHER RELEVANT PROVISIONS].
20.3 Termination of this agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination, including the right
to claim damages in respect of any breach of the agreement which existed at or before
the date of termination.
20.4 [If the agreement terminates under 2120.1(c), the Licence and the Support Agreement
shall remain in force for a period of [PERIOD] after the termination of the agreement.]
20.5 Following an event referred to in 2020.1(b), or 2120.1(c) the JVC is to be wound up and
its assets distributed, the parties shall agree a suitable basis for dealing with the
interests and assets of the JVC and shall endeavour to ensure that, before dissolution:
(a) all existing contracts of the JVC are performed to the extent that there are
sufficient resources;
21
(b) the JVC shall not enter into any new contractual obligations;
(c) the JVC's assets are distributed as soon as practical; and
(d) any assets transferred to the JVC pursuant to the Business Transfer Agreement
shall be returned to X or as X directs and any assets transferred to the JVC
pursuant to the Licence shall be returned to Y or as Y directs.
21. Status of agreement
21.1 Each JV Party shall, to the extent that it is able to do so, exercise all its voting rights and
other powers in relation to the JVC to procure that the provisions of this agreement are
properly and promptly observed and given full force and effect according to the spirit and
intention of the agreement.
21.2 If there is an inconsistency between any of the provisions of this agreement and the
provisions of the Articles, the provisions of this agreement shall prevail as between the
parties.
21.3 The parties shall, when necessary, exercise their powers of voting and any other rights
and powers they have to amend, waive or suspend a conflicting provision in the Articles
to the extent necessary to permit the JVC and its Business to be administered as
provided in this agreement.
21.4 The JVC is not bound by any provision in this agreement that would constitute an
unlawful fetter of any of its statutory powers.
22. Confidentiality
22.1 In this clause, Confidential Information means any information (however recorded or
preserved) which:
(a) any party may have or acquire (whether before, on or after the date of this
agreement) in relation to the customers, [suppliers,] business, assets or affairs
[or plans, intentions or market opportunities] [and the operations, processes,
product information, know-how, designs, trade secrets or software] of the JVC
(including, without limitation, any information provided pursuant to 1514.); or
(b) any party or any member of its Group may have or acquire (whether before, on
or after the date of this agreement) in relation to the customers, [suppliers,]
business, assets or affairs [or plans, intentions or market opportunities] [and the
operations, processes, product information, know-how, designs, trade secrets or
software] of the other party or any member of the other party's Group, as a
consequence of the negotiations relating to this agreement or any other
agreement or document referred to in this agreement or the performance of the
22
agreement or any other agreement or document referred to in this agreement;
or
(c) relates to the contents of this agreement (or any agreement or document
referred to in this agreement or agreement or arrangement entered into
pursuant to this agreement),
but excludes the information in 2322.2.
22.2 Information is not Confidential Information if:

(a) it is or becomes generally available to the public (other than as a result of its
disclosure in breach of this agreement); or
(b) a party can establish to the reasonable satisfaction of the other party that it
found out the information from a person not connected with the other party or its
Group and that such person is not under any obligation of confidence in respect
of the information; or
(c) a party can establish to the reasonable satisfaction of the other party that the
information was known to the first party before the date of this agreement and
that it was not under any obligation of confidence in respect of the information;
or
(d) the parties agree in writing that it is not confidential.
22.3 Each party shall at all times keep confidential (and [use all reasonable endeavours to]
ensure that [its subsidiaries and] the JVC shall keep confidential) any Confidential
Information and shall not:
(a) use such Confidential Information except for the purpose of exercising or
performing its rights and obligations under or in connection with this agreement;
(b) disclose such Confidential Information in whole or in part to any third party,
except as expressly permitted by this 2222..
22.4 Each party may disclose Confidential Information:

(a) to another member of its Group, and to those of the party's, [its subsidiaries']
and the JVC's Representatives who need to know such information for the
purposes of exercising the party's rights or carrying out its obligations under or
in connection with this agreement, provided that it:
(i) informs any such member of its Group or such Representatives (or uses
all reasonable endeavours to procure, in relation to the Representatives
of [any subsidiary or] the JVC, that [the relevant subsidiary or] the JVC
[(as the case may be)] informs such Representatives) of the confidential
nature of the Confidential Information before disclosure;
23
(ii) ensures that any of its subsidiaries or its Representatives to whom it
discloses Confidential Information comply with the confidentiality
obligations set out in this clause; and
(iii) uses all reasonable endeavours to procure that [any subsidiary of the
party or] the JVC ensures, in relation to [its OR their] Representatives,
that such Representatives to whom it discloses Confidential Information
comply with the confidentiality obligations set out in this clause;
Representatives means, in relation to each party, any subsidiary of party, their
respective employees, officers, [contactors, subcontractors,] representatives or
advisers.
(b) with the written consent of such of party or any member of its Group that the
information relates to; or
(c) as may be required by law, by any governmental or other regulatory authority
(including, without limitation, [ANY RELEVANT SECURITIES EXCHANGES]) or
by a court or other authority of competent jurisdiction, provided that, to the
extent it is legally permitted to do so, it gives the other JV Party as much notice
of such disclosure as possible [and, where notice of disclosure is not prohibited
and is given in accordance with this clause, it takes into account the reasonable
requests of the other JV Party in relation to the content of such disclosure]; or
(d) a party may, provided it has reasonable grounds to believe that an other party is
involved in activity that may constitute a criminal offence under the Bribery Act
2010, disclose Confidential Information to the Serious Fraud Office without first
informing the other party of such disclosure; or
(e) to any tax authority to the extent reasonably required for the purposes of the tax
affairs of the party concerned or any member of its Group.
22.5 On termination of this agreement, each party shall (and shall use all reasonable
endeavours to procure that its subsidiaries, and its officers and employees):
(a) destroy or return to the other party all documents and materials (and any
copies) containing, reflecting, incorporating or based on the other party's
Confidential Information;
(b) erase all the other party's Confidential Information from computer and
communications systems and devices used by it, including such systems and
data storage services provided by third parties (to the extent technically and
legally practicable),
provided that a recipient party (and/or the JVC, as the case may be) may retain
documents and materials containing, reflecting, incorporating or based on the
other party's Confidential Information to the extent required by law or any
applicable governmental or regulatory authority.
24
22.6 The provisions of this 2222. shall continue to apply after termination of this agreement
for any cause.
23. Announcements
23.1 Subject to 2523.2 and 2523.3, no party shall make, or permit any person to make, any
public announcement, communication or circular (announcement) concerning the
existence, subject matter or terms of this agreement, the wider transactions
contemplated by it, or the relationship between the parties, without the prior written
consent of the other parties [(such consent not to be unreasonably withheld or delayed)].
[The parties shall consult together on the timing, contents and manner of release of any
announcement.]
23.2 Where an announcement is required by law or any governmental or regulatory authority

(including, without limitation, any relevant securities exchange), or by any court or other
authority of competent jurisdiction, the party required to make the announcement shall
promptly notify the other parties. The parties concerned shall make all reasonable
attempts to agree the contents of the announcement before making it.
23.3 On the signing of this agreement the JV Parties shall issue a joint announcement about
the formation of the JVC in agreed form.
24. Further assurance
Without prejudice to 95., [at its own expense] each party shall (and shall use all
reasonable endeavours to procure that any relevant third party shall) promptly execute
and deliver such documents and perform such acts as the other party may [reasonably]
require from time to time for the purpose of giving full effect to this agreement.
25. Assignment and other dealings
No party shall assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust
over or deal in any other manner with any or all of its rights and obligations under this
agreement (or any other document referred to in it) without the prior written consent of
the other parties [(such consent not to be unreasonably withheld or delayed)].
26. Entire agreement
26.1 This agreement [(together with the documents referred to in it)] constitute[s] the entire
agreement between the parties and supersede[s] and extinguish[es] all previous
discussions, correspondence, negotiations, drafts, agreements, promises, assurances,
warranties, representations, arrangements and understandings between them, whether
written or oral, relating to [its OR their] subject matter.
25
26.2 Each party acknowledges that in entering into this agreement [(and any documents
referred to in it)], it does not rely on, and shall have no remedies in respect of, any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement [or those documents].
26.3 [Nothing in this clause shall limit or exclude any liability for fraud.]
27. Variation and waiver
27.1 No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).
27.2 A waiver of any right or remedy under this agreement or by law is only effective if given
in writing [and signed by the person waiving such right or remedy] and shall not be
deemed a waiver of any subsequent right or remedy.
27.3 A failure or delay by any person to exercise any right or remedy provided under this
agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy. No
single or partial exercise of any right or remedy provided under this agreement or by law
shall prevent or restrict the further exercise of that or any other right or remedy.
27.4 A person that waives a right or remedy provided under this agreement or by law in
relation to one person, or takes or fails to take any action against that person, does not
affect its rights or remedies in relation to any other person.
28. Costs
Except as expressly provided in this agreement, each party shall pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution and
performance of this agreement (and any documents referred to in it).
29. No partnership or agency
29.1 Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership between the parties or constitute any party the agent of another party.
29.2 Each party confirms that it is acting on its own behalf and not for the benefit of any other
person.
30. Notices
30.1 [For the purposes of this 2630., but subject to 2830.7, notice includes any other
communication.]
26
30.2 A notice given to a party under or in connection with this agreement:
(a) shall be in writing and in English [or accompanied by an accurate translation
into English];
(b) [shall be signed by or on behalf of the party giving it;]
(c) shall be sent to the party for the attention of the contact and at the address[,
email address] [or] [fax number] specified in 2730.3, or such other contact,
address[, email address] [or] [fax number] as that party may notify in
accordance with 2730.4; and
(d) shall be sent by a method listed in 2730.5; and
(e) [unless proved otherwise] is deemed received as set out in 2730.5 if prepared
and sent in accordance with this clause.
30.3 The addresses[, email addresses] [fax numbers] and contacts for service of notices are:
(a) [PARTY 1]
(i) address: [ADDRESS]
(ii) for the attention of: [NAME]
(iii) [email address: [EMAIL ADDRESS]]
(iv) [fax number: [FAX NUMBER]]
(b) [PARTY 2]
(i) address: [ADDRESS]
(ii) for the attention of: [NAME]
(iii) [email address: [EMAIL ADDRESS]]
(iv) [fax number: [FAX NUMBER]].
30.4 A party may change its details for service of notices as specified in 2730.3 by giving
notice to the other party [(provided that in the case of a change to the party's postal
address, the new address is an address in the UK)], the change taking effect for the
party notified of the change at [9.00 am] on the later of:
(a) the date, if any, specified in the notice as the effective date for the change; and
(b) the date [five] Business Days after deemed receipt of the notice.
30.5 This 2730.5 sets out the delivery methods for sending a notice to a party under this
agreement and, for each delivery method, the date and time when the notice is deemed
to have been received:
(a) if delivered by hand, at the time the notice is left at the address;
27
(b) if sent by pre-paid first class post or other next working day delivery service
[providing proof of [postage OR delivery]], at 9.00 am on the [second] Business
Day after posting;
(c) [if sent by pre-paid airmail [providing proof of [postage OR delivery]], at 9.00 am
on the [fifth] Business Day after posting;]
(d) [if sent by [fax] [or [email], at the time of transmission.]
30.6 If deemed receipt under 2730.5 would occur outside Usual Business Hours, the notice
shall be deemed to have been received when Usual Business Hours next recommence.
For the purposes of this clause, Usual Business Hours means 9.00 am to 5.30 pm
local time on any day which is not a Saturday, Sunday or public holiday in the place of
receipt of the notice [(which, in the case of service of a notice by [fax] [or] [email] shall be
deemed to be the same place as is specified for service of notices on the relevant party
by hand or post)].
30.7 [This 2630. does not apply to the service of any proceedings or other documents in any
legal action [or, where applicable, any arbitration or other method of dispute resolution].]
30.8 [A notice given under or in connection with this agreement is not valid if sent by email.]
31. Severance
31.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this agreement.
31.2 [If any provision or part-provision of this agreement is deemed deleted, the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent
possible, achieves the intended commercial result of the original provision.]
32. Agreement survives Completion
This agreement (other than obligations that have already been fully performed) remains
in full force after Completion.
33. Third party rights
33.1 [Unless it expressly states otherwise,] this agreement does not give rise to rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
33.2 The rights of the parties to rescind or vary this agreement are not subject to the consent
of any other person.
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34. Counterparts
34.1 This agreement may be executed in any number of counterparts, each of which shall
constitute a duplicate original, but all the counterparts shall together constitute the one
agreement.
34.2 [Transmission of [an executed counterpart of this agreement (but for the avoidance of
doubt not just a signature page) OR the executed signature page of a counterpart of this
agreement] by:
(a) fax; or
(b) email (in PDF, JPEG or other agreed format),
shall take effect as the transmission of an executed "wet ink" counterpart of this
agreement. [If [this OR either] method of transmission is adopted, without prejudice to
the validity of the agreement thus made, each party shall on request provide the others
with the "wet ink" hard copy originals of their counterpart.]
34.3 [No counterpart shall be effective until each party has [provided OR delivered] to the
others at least one executed counterpart.]
35. Rights and remedies
[Except as expressly provided in this agreement, the OR The] rights and remedies
provided under this agreement are in addition to, and not exclusive of, any rights or
remedies provided by law.
36. [Inadequacy of damages]
[Without prejudice to any other rights or remedies that a party may have, each party
acknowledges and agrees that damages alone would not be an adequate remedy for
any breach of the terms of 1211. or 2222. by that party. Accordingly, the other party shall
be entitled to the remedies of injunction, specific performance or other equitable relief for
any threatened or actual breach of the terms of 1211. or 2222. of this agreement.]
37. Language
If this agreement is translated into any language other than English, the English
language version shall prevail.
29
38. Governing law and jurisdiction
38.1 This agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the law of England and Wales.
38.2 Each party irrevocably agrees that the courts of England and Wales shall have
[exclusive OR non-exclusive] jurisdiction to settle any dispute or claim (including non-
contractual disputes or claims) arising out of or in connection with this agreement or its
subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
30
Schedule 1 Matters reserved for shareholder approval
31
1. Altering in any respect the Articles or the rights attaching to any of the shares in the JVC
(except as provided in 2221.3 of this agreement).
2. Permitting the registration of any person as a member of the JVC other than the parties
in relation to their initial investment [and any permitted transferees].
3. Increasing or reducing the amount of the JVC's issued share capital [except as provided
in this agreement], granting any option or other interest (in the form of convertible
securities or in any other form) over or in its share capital, redeeming or purchasing any
of its own shares or effecting any other reorganisation of its share capital.
4. [Issuing any loan capital in the JVC or entering into any commitment with any person
with respect to the issue of any loan capital.]
5. [Making any borrowing [other than [the initial loan for working capital purposes] [from its
bankers in the ordinary and usual course of business]].]
6. Applying for the listing or trading of any shares or debt securities on any stock exchange
or market.
7. Passing any resolution for the JVC's winding up or presenting any petition for its
administration [other than in accordance with this agreement] (unless it has become
insolvent).
8. Altering the name of the JVC [or its registered office].
9. Adopting or amending the Business Plan in respect of each Financial Year.
10. Changing the nature of the JVC's Business or commencing any new business by the
JVC which is not ancillary or incidental to the Business.
11. Forming any subsidiary or acquiring shares in any other company or participating in any
partnership or joint venture (incorporated or not).
12. Amalgamating or merging with any other company or business undertaking.
13. Making any acquisition or disposal by the JVC of any material asset(s) [otherwise than in
the ordinary course of business].
14. Creating or granting any Encumbrance over the whole or any part of the Business,
undertaking or assets of the JVC or over any shares in the JVC or agreeing to do so
[other than liens arising in the ordinary course of business or any charge arising by the
operation or purported operation of title retention clauses and in the ordinary course of
business].
32
15. Making any loan (otherwise than by way of deposit with a bank or other institution the
normal business of which includes the acceptance of deposits or in the ordinary course
of business) or granting any credit (other than in the normal course of trading) or giving
any guarantee (other than in the normal course of trading) or indemnity.
16. [Altering any mandate given to the JVC's bankers relating to any matter concerning the
operation of the JVC's bank accounts [other than by the substitution of any person
nominated as a signatory by the party entitled to make such nomination].]
17. [Appointing any agent or other intermediary to conduct any of the JVC's Business.]
18. Entering into any arrangement, contract or transaction outside the normal course of the
JVC's Business or otherwise than on arm's length terms.
19. Giving notice of termination of any arrangements, contracts or transactions which are
material in the nature of the JVC's Business, or materially varying any such
arrangements, contracts or transactions.
20. [Adopting or amending any standard terms of business (including prices) on which the
JVC is prepared to provide goods or services to third parties.]
21. [Granting any rights (by licence or otherwise) in or over any intellectual property owned
or used by the JVC.]
22. [Factoring or assigning any of the book debts of the JVC.]
23. Changing the auditors of the JVC or its Financial Year end.
24. Making or permitting to be made any [material] change in the accounting policies and
principles adopted by the JVC in the preparation of its audited [and management]
accounts [except as may be required to ensure compliance with relevant accounting
standards under the CA 2006 or any other generally accepted accounting principles in
the United Kingdom].
25. [Declaring or paying any dividend that exceeds in any year [MAXIMUM PERCENTAGE]
% of the JVC's post-tax distributable profits as shown by the audited accounts for that
year, or making any other distribution (by way of capitalisation, repayment or in any other
manner) out of the JVC's distributable profits or any of its reserves [other than a dividend
on the X Shares or Y Shares].]
26. Establishing or amending any profit-sharing, share option, bonus or other incentive
scheme of any nature for directors or employees.
33
27. Establishing or amending any pension scheme or granting any pension rights to any
director, officer, employee, former director, officer or employee, or any member of any
such person's family.
28. Dismissing any director, officer or employee in circumstances in which the JVC incurs or
agrees to bear redundancy or other costs in excess of £[AMOUNT] in total.
29. Agreeing to remunerate (by payment of fees, the provision of benefits-in-kind or

otherwise) any officer of, or consultant to, the JVC at a rate in excess of £[AMOUNT] per
annum or increasing the remuneration of any such person to a rate in excess of £
[AMOUNT] per annum.
30. Entering into or varying any contract of employment providing for the payment of
remuneration (including pension and other benefits) in excess of a rate of £[AMOUNT]
per annum or increasing the remuneration of any staff (including pension and other
benefits) to a rate in excess of £[AMOUNT] per annum.
31. Instituting any [material] legal proceedings, or settling or compromising any [material]
legal proceedings (other than debt recovery proceedings in the ordinary course of
business) instituted or threatened against the JVC, or submitting to arbitration or
alternative dispute resolution any dispute involving the JVC.
32. Making any agreement with any revenue or tax authorities or making any claim,
disclaimer, election or consent exceeding £[AMOUNT] for tax purposes in relation to the
JVC or its business.
33. [[OTHER RESERVED MATTERS].]
34
Schedule 2 Deed of adherence
35
Schedule 3 Share transfers
Part 1 Share transfers: general
1. In this Schedule 3, reference to the transfer of a share includes the transfer, assignment
or other disposal of a beneficial or other interest in that share, or the creation of a trust or
encumbrance over that share, and reference to a share includes a beneficial or other
interest in a share.
2. No share shall be transferred unless the transfer is made in accordance with this
agreement and the Articles or with the prior written consent of [at least one shareholder
of each class of shares] [all shareholders for the time being].
3. The parties shall ensure the directors register any duly stamped transfer made in
accordance with this agreement.
4. Any transfer of shares by way of a sale that is required to be made under Part 4 of this
Schedule 3 shall be deemed to include a warranty that the transferor sells the shares
with full title guarantee.
Part 2 Pre-emption rights on transfer of shares
1. Except where the provisions of Part 3 or Part 4 of this Schedule 3 apply, a shareholder
(Seller) wishing to transfer all (but not some only) of its shares (Sale Shares) must give
a transfer notice (Transfer Notice) to the other shareholder (Continuing Shareholder)
giving details of the proposed transfer including:
2. if it wishes to sell the Sale Shares to a third party, the name of the proposed buyer; and
the identity of the proposed buyer; and
3. the price (in cash) at which it proposes to sell the Sale Shares (Proposed Sale Price).
36
4. Within [20] Business Days of receipt (or deemed receipt) of a Transfer Notice, the
Continuing Shareholder shall be entitled (but not obliged) to give notice in writing to the
Seller stating that it wishes to purchase the Sale Shares at the Sale Price (Purchase
Notice) .
5. The Continuing Shareholder is bound to buy all of the Seller's Sale Shares at the Sale
Price when it gives a Purchase Notice to the Seller under 374..
6. If, at the expiry of the period specified in 374., the Continuing Shareholder has not given
a Purchase Notice, the Seller may transfer all its Sale Shares to the buyer identified in
the Transfer Notice (if any) at a price not less than the Sale Price provided that it does so
within [NUMBER] months of the expiry of the period specified in 374..
Part 3 Permitted transfers
1. A JV Party may at any time transfer all (but not some only) of its shares in JVC to a
Permitted Transferee without being required to follow the steps set out in Part 2.
2. The JV Party transferring its shares in the JVC to a Permitted Transferee under this Part
3 shall procure the entry by the Permitted Transferee into a Deed of Adherence and no
transfer of shares under this Part 3 shall be registered by the Board unless the
Permitted Transferee has executed and delivered a Deed of Adherence
3. A shareholder holding shares in the JVC as a result of a Permitted Transfer made under
the provisions of this agreement may at any time transfer all (but not some only) of its
shares back to the JV Party from whom it received those shares or to another Permitted
Transferee of such JV Party, without being required to follow the steps set out in this Part
3.
4. If a Permitted Transfer has been made to a Permitted Transferee, that Permitted

Transferee shall within [five] Business Days of ceasing to be a member of the Permitted
Group transfer all of the shares in the JVC held by it to:
5. the JV Party from whom it received those shares; or
6. another Permitted Transferee of that JV Party,

(which in either case is not in liquidation)[, without any price or other restriction]. If the Permitted
Transferee fails to make a transfer in accordance with this 374., [a Transfer Notice shall be
deemed to have been given in respect of such shares on the expiry of the period set out in this
374.4 OR the JVC may execute a transfer of the shares on behalf of the Permitted Transferee
and register the JV Party as the holder of such shares].
Part 4 Compulsory transfers
37
1. A JV Party is deemed to have served a Transfer Notice under 361. immediately before
any of the following events:
2. the passing of a resolution for the liquidation of the JV Party [or any other company in
the JV Party's Group] other than a solvent liquidation for the purpose of the
reconstruction or amalgamation of all or part of the JV Party's Group in which a new
company assumes (and is capable of assuming) all the obligations of the JV Party [or
other company in the JV Party's Group][, provided that such reconstruction or
amalgamation does not result in a transfer of the JV Party's shares in the JVC to any
person other than a Permitted Transferee]; or
3. the presentation at court by any competent person of a petition for the winding up of the
JV Party [or any other company in the JV Party's Group] [and which has not been
withdrawn or dismissed within [seven] days of such presentation]; or
4. a change of control (as control is defined in section 1124 of the Corporation Tax Act
2010) of the JV Party, although in the case of a Permitted Transferee that ceases to be a
member of the Permitted Group, it shall transfer the shares back to the JV Party from
whom it received those shares or to another Permitted Transferee of such JV Party in
accordance with 374. of Part 3 of this Schedule rather than being deemed to have
served a Transfer Notice under this paragraph; or
5. the issue at court by any competent person of a notice of intention to appoint an

administrator to the JV Party [or any other company in the JV Party's Group], a notice of
appointment of an administrator to the JV Party [or any other company in the JV Party's
Group] or an application for an administration order in respect of the JV Party [or any
other company in the JV Party's Group]; or
6. any step being taken by any person to appoint a receiver, administrative receiver or
manager in respect of the whole or a substantial part of the assets or undertaking of the
JV Party [or any other company in the JV Party's Group]; or
7. the JV Party [or any other company in the JV Party's Group] being unable to pay its
debts as they fall due for the purposes of section 123 of the Insolvency Act 1986; or
8. the JV Party [or any other company in the JV Party's Group] entering into a composition
or arrangement with any of its creditors; or
9. the JV Party [or any other company in the JV Party's Group] applying to court for, or
obtaining, a moratorium under Part A1 of the Insolvency Act 1986; or
10. any chargee taking any step to enforce any charge created over any shares held by the
JV Party in the JVC; or
38
11. a process having been instituted that could lead to the JV Party being dissolved and its
assets being distributed among the JV Party's creditors, JV Parties or other contributors;
or
12. the JV Party ceasing to carry on its business or substantially all of its business; or
13. in the case of the events set out in paragraphs (1.1), (1.2), (1.4) or (1.8) above, any
competent person taking any analogous step in any jurisdiction in which the JV Party
carries on business; or
14. the JV Party committing a material or persistent breach of any JV Partys' agreement to
which it is a party in relation to the shares in the JVC which if capable of remedy has not
been so remedied within [20] Business Days of the other JV Party requiring such
remedy.
15. The Deemed Transfer Notice has the same effect as a Transfer Notice, except that:
16. the Deemed Transfer Notice takes effect on the basis that it does not identify a proposed
buyer or state a price for the Sale Shares and the price for the Sale Shares shall be the
aggregate Fair Value of those shares, determined by the Valuer in accordance with
Schedule 7 [, save that if the Seller is deemed to have given a Transfer Notice as a
result of 3914., the price for the Sale Shares shall be restricted to a maximum of the
lower of the aggregate subscription price paid in respect of the Sale Shares, including
any share premium, and the aggregate Fair Value of such Sale Shares];
17. if the Continuing Shareholder does not accept the offer of shares comprised in the
Deemed Transfer Notice within [20] Business Days of receipt of the Valuer's
determination of the Fair Value, the Seller does not have the right to sell the Sale Shares
to a third party and the JVC shall be wound up immediately upon the Continuing
Shareholder giving notice in writing to the JVC to that effect within such [20] Business
Day period.
18. [A Deemed Transfer Notice under 3914. shall immediately and automatically revoke:]
19. a Transfer Notice served by the relevant JV Party before the occurrence of the relevant
event giving rise to the Deemed Transfer Notice under 3914.; and
20. a Deemed Transfer Notice deemed to be served by the relevant JV Party under any of
the events set out in 382. to 3913. (inclusive) before the occurrence of the relevant event
giving rise to the Deemed Transfer Notice under 3914..
39
21. If the Seller fails to complete a transfer of Sale Shares as required under this Part 4, the
Continuing Shareholder is irrevocably authorised to appoint any person it nominates for
the purpose as agent to transfer the Sale Shares on the Seller's behalf and to do
anything else that the Continuing Shareholder may reasonably require to complete the
sale, and the JVC may receive the purchase price in trust for the Seller (without any
obligation to pay interest), giving a receipt that shall discharge the Continuing
Shareholder.
40
Schedule 4 Drag and tag
Part 1 Tag along rights
1. After first giving a Transfer Notice to the Continuing Shareholder and going through the
procedure set out in Part 2 of Schedule 3, the provisions of 412. to 4110. of this Part 1
shall apply if the holder of the X Shares in issue for the time being (Seller) proposes to
transfer the X Shares to a bona fide purchaser on arm's length terms (Proposed
Transfer) and such transfer would, if carried out, result in such person (Buyer) acquiring
a Controlling Interest in the JVC.
2. Before making a Proposed Transfer, the Seller shall procure that the Buyer makes an
offer (Offer) to the holder of the Y Shares in issue for the time being to purchase all of
the Y Shares held by it for a consideration in cash per Share that is at least equal to the
price per Share offered by the Buyer in the Proposed Transfer (Specified Price).
3. The Offer shall be made by written notice (Offer Notice), at least [NUMBER] Business
Days before the proposed transfer date (Transfer Date). To the extent not described in
any accompanying documents, the Offer Notice shall set out:
4. the identity of the Buyer;
5. the Specified Price and other terms and conditions of payment;
6. the Transfer Date; and
7. the number of Shares proposed to be purchased by the Buyer (Offer Shares).

8. If the Buyer fails to make the Offer in accordance with 412. and 413., the Seller shall not
be entitled to complete the Proposed Transfer and the JVC shall not register any transfer
of Shares effected in accordance with the Proposed Transfer.
9. If the Offer is accepted by the holder of the Y Shares in writing within [NUMBER]
Business Days of receipt of the Offer Notice, the completion of the Proposed Transfer
shall be conditional on completion of the purchase of all the Offer Shares held by such
shareholder.
10. The Proposed Transfer is subject to the rights of pre-emption set out in Part 2 of
Schedule 3 but the purchase of the Offer Shares shall not be subject to those provisions.
Part 2 Drag along rights
41
1. After first giving a Transfer Notice to the Continuing Shareholder and going through the
procedure set out in Part 2 of Schedule 3, if the Seller wishes to transfer all (but not
some only) of its X Shares [representing [PERCENTAGE]% of the Shares in issue for
the time being] to a bona fide purchaser on arm's length terms (Proposed Buyer), the
Seller may require the holder of the Y Shares (Called Shareholder) to sell and transfer
all of its shares (Called Shares) to the Proposed Buyer (or as the Proposed Buyer
directs) in accordance with the provisions of this article (Drag Along Option).
2. The Seller may exercise the Drag Along Option by giving written notice to that effect to
the Called Shareholder (Drag Along Notice) at any time before the transfer of the X
Shares to the Proposed Buyer. The Drag Along Notice shall specify:
3. that the Called Shareholder is required to transfer all of its Called Shares pursuant to this
Part 2;
4. the person to whom the Called Shares are to be transferred;
5. the purchase price payable for the Called Shares which shall, for each Called Share, be
an amount at least equal to the price per Share offered by the Proposed Buyer for the X
Shares; and
6. the proposed date of the transfer.

7. Once issued, a Drag Along Notice shall be irrevocable. However, a Drag Along Notice
shall lapse if, for any reason, the Seller has not sold the X Shares to the Proposed Buyer
within [NUMBER] Business Days of serving the Drag Along Notice. The Seller may serve
further Drag Along Notices following the lapse of any particular Drag Along Notice.
8. No Drag Along Notice shall require the Called Shareholder to agree to any terms except
those specifically set out in this Part 2.
9. Completion of the sale of the Called Shares shall take place on the Completion Date.
Completion Date means the date proposed for completion of the sale of the X Shares
unless:
10. the Seller and the Called Shareholder agree otherwise in which case the Completion
Date shall be the date agreed in writing by them; or
11. that date is less than [NUMBER] Business Days after the date on which the Drag Along
Notice is served, in which case the Completion Date shall be the [NUMBER] Business
Day after service of the Drag Along Notice.
42
12. The proposed sale of the X Shares by the Seller to the Proposed Buyer is subject to the
rights of pre-emption set out in Part 2 of Schedule 3 but the sale of the Called Shares by
the Called Shareholder shall not be subject to those provisions.
13. On or before the Completion Date, the Called Shareholder shall execute and deliver a
stock transfer form for the Called Shares, together with the relevant share certificate(s)
(or a suitable indemnity for any lost share certificate(s)) to the JVC. On the Completion
Date, the JVC shall pay the Called Shareholder, on behalf of the Proposed Buyer, the
amounts due pursuant to 422. to the extent that the Proposed Buyer has put the JVC in
the requisite funds. The JVC's receipt for the price shall be a good discharge to the
Proposed Buyer. The JVC shall hold the amounts due to the Called Shareholder in trust
for the Called Shareholder without any obligation to pay interest.
14. To the extent that the Proposed Buyer has not, on the Completion Date, put the JVC in
funds to pay the purchase price due in respect of the Called Shares, the Called
Shareholder shall be entitled to the return of the stock transfer form and share
certificate(s) (or suitable indemnity) for the relevant Called Shares and the Called
Shareholder shall have no further rights or obligations under this Part 2 in respect of its
Shares.
15. If the Called Shareholder does not, on or before the Completion Date, execute and
deliver (in accordance with 4313.) transfer(s) in respect of all of the Called Shares held
by it, the Called Shareholder shall be deemed to have irrevocably appointed any person
nominated for the purpose by the Seller to be its agent to execute all necessary
transfer(s) on its behalf, against receipt by the JVC (on trust for such holder) of the
purchase price payable for the Called Shares, and to deliver such transfer(s) to the
Proposed Buyer (or as it may direct) as the holder thereof. After the Proposed Buyer (or
its nominee) has been registered as the holder of the Called Shares, the validity of such
proceedings shall not be questioned by any person. Failure to produce a share
certificate shall not impede the registration of shares under this 4315..
43
Schedule 5 Directors and management
Part 1 Number of directors
1. The number of directors shall not be less than [NUMBER] and no more than [NUMBER],
made up of [NUMBER] X Directors [and [NUMBER] Y Director[s]]. No shareholding
qualification for directors shall be required.
Part 2 Chairperson
1. The post of chair of the board of directors will be held by an X Director. The chairperson
shall [not] have a casting vote. If the chairperson for the time being is unable to attend
any meeting of the board of directors, the JV Party who appointed the chairperson shall
be entitled to appoint another of its nominated directors to act as chair at the meeting.
Part 3 Appointment and removal of directors
44
1. The holder of a majority of the X Shares for the time being shall be entitled to appoint
[NUMBER] persons to be X Directors of the JVC and the holder of a majority of the Y
Shares for the time being shall [for so long as it holds [PERCENTAGE]% of the Y
Shares] be entitled to appoint [one OR [NUMBER]] person[s] to be [a] Y Director[s] of the
JVC.
2. [The holder of a majority of the Y Shares shall [for so long as it holds [PERCENTAGE]%
of the Y Shares] be entitled to appoint one person to act as an observer at meetings of
directors [and meetings of any committee of the directors]. The observer shall be entitled
to receive notice of, and attend and speak at, all meetings of directors [and meetings of
any committee of the directors] and to receive copies of all board papers as if they were
a director, but shall not be entitled to vote on any resolutions proposed.]
3. Any X Director may at any time be removed from office by the holder of a majority of the
X Shares and any Y Director may at any time be removed from office by the holder of a
majority of the Y Shares. Any director who is an employee of the JVC and who ceases to
be an employee shall be removed from office from the date their employment ceases.
4. If any X Director or any Y Director shall die or be removed from or vacate office for any
cause, the holder of a majority of the X Shares (in the case of an X Director) or the
holder of a majority of the Y Shares (in the case of a Y Director) shall appoint in the
relevant director's place another person to be an X Director or a Y Director (as the case
may be).
5. Any appointment or removal of a director pursuant to this paragraph shall be in writing

and signed by or on behalf of the holder of a majority of the X Shares or Y Shares (as
the case may be) and served on the other parties at its registered office, [marked for the
attention of the JVC secretary] [or delivered to a duly constituted meeting of the directors
of the JVC] [and on the director, in the case of the director's removal]. Any such
appointment or removal shall take effect when received by the JVC or at such later time
as shall be specified in such notice.
6. If no X Shares or Y Shares remain in issue following a redesignation, any director

appointed by shareholders of that class shall be deemed to have been removed as from
the redesignation.
7. No X Director or Y Director shall be appointed or removed otherwise than pursuant to

this agreement, save as provided by law.
Part 4 Director meetings
45
1. The quorum at any meeting of the directors (including adjourned meetings) shall be two
directors, of whom one at least shall be an Eligible X Director (or the Eligible X Director's
alternate) and one at least an Eligible Y Director (or the Eligible Y Director's alternate).
2. No business shall be conducted at any meeting of the directors unless a quorum is

present at the beginning of the meeting and also when that business is voted on.
3. [If a quorum is not present within 30 minutes of the time specified for the relevant
meeting in the notice of the meeting then the meeting shall be adjourned for [NUMBER]
Business Days at the same time and place. [If a quorum is not present at any such
adjourned meeting within 30 minutes of the time specified, then those Eligible Directors
present will constitute a quorum.]]
46
Schedule 6 Shareholder meetings
1. The quorum at any general meeting of the JVC, or adjourned general meeting, shall be
two persons present in person or by proxy, of whom one shall be a holder of X Shares or
a duly authorised representative of such holder and one shall be a holder of Y Shares or
a duly authorised representative of such holder.
2. No business shall be transacted by any general meeting unless a quorum is present at

the commencement of the meeting and also when that business is voted on.
3. The chairperson of the board of directors shall chair general meetings. If the chairperson
is unable to attend any general meeting, the JV Party who appointed the chairperson
shall be entitled to appoint another of its nominated directors present at the meeting to
act as chair at the meeting, and the appointment of the chair of the meeting must be the
first business of the meeting.
47
Schedule 7 Valuation
1. If a Valuer is to be appointed to determine the Fair Value of any Sale Shares in

accordance with this agreement, the JV Parties shall use all reasonable endeavours to
reach agreement regarding the identity of the person to be appointed as the Valuer and
to agree the terms of appointment with the Valuer. [No party shall unreasonably withhold
its agreement to the terms of appointment proposed by the Valuer or the other parties.]
2. If the parties fail to agree on a Valuer and their terms of appointment within [NUMBER]
Business Days of either JV Party serving details of a proposed Valuer on the other, then
either JV Party shall be entitled to request [NAME OF APPOINTING BODY] to appoint
the Valuer [and to agree their terms of appointment on behalf of the JV Parties].
3. The Valuer shall be requested to determine the Fair Value within [NUMBER] Business
Days of their appointment and to notify the parties in writing of their determination.
4. The Fair Value for any Sale Share shall be the price per share determined by the Valuer
on the following bases and assumptions:
5. valuing each of the Sale Shares as a proportion of the total value of all the issued shares
in the capital of the JVC without any premium or discount being attributable to the
percentage of the issued share capital of the JVC which they represent or for the rights
or restrictions applying to the Sale Shares;
6. if the JVC is then carrying on business as a going concern, on the assumption that it will
continue to do so;
7. the sale is to be on arms' length terms between a willing seller and a willing buyer;
8. the Sale Shares are sold free of all encumbrances;
9. the sale is taking place on the date the Valuer was requested to determine the Fair
Value; and
10. [to take account of any other factors that the Valuer reasonably believes should be taken
into account.]
48
11. The parties are entitled to make submissions to the Valuer [including oral submissions]
and will provide (or procure that the JVC provides) the Valuer with such assistance and
documents as the Valuer reasonably requires for the purpose of reaching a decision,
subject to the Valuer agreeing to give such confidentiality undertakings as the JV Parties
may reasonably require.
12. To the extent not provided for by this Schedule 7, the Valuer may, in their reasonable
discretion, determine such other procedures to assist with the valuation as they consider
just or appropriate[, including (to the extent they consider necessary) instructing
professional advisers to assist them in reaching their valuation].
13. The Valuer shall act as expert and not as arbitrator and their written determination shall
be final and binding on the JV Parties in the absence of [manifest error or] fraud.
14. Each party shall bear its own costs in relation to the reference to the Valuer. The Valuer's
fees and costs properly incurred by them in arriving at their valuation [(including any fees
and costs of any advisers appointed by the Valuer)] shall be borne by the JV Parties
[equally OR in the proportion which the number of shares held by each JV Party in the
JVC bears to the total number of issued shares in the JVC or in such other proportions
as the Valuer shall direct].
49
Signed by [NAME OF DIRECTOR] ……………….………….…
for and on behalf of [NAME OF X] Director
for and on behalf of [NAME OF Y] Director
for and on behalf of [NAME OF JVC] Director
50

Joint Venture Shareholders' Agreement - Majority and Minority Shareholder

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Joint Venture Shareholders' Agreement - Majority and Minority Shareholder

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Document title: Joint venture shareholders' agreement: majority and minority shareholder.

1.5 A reference to this agreement or to any other agreement or document is a reference

1.6 A reference in this agreement to other documents referred to in this agreement or

1.12 A reference to a holding company or a subsidiary means a holding company or a

1.16 A reference to any legislation or legislative provision is a reference to it as [amended,

2. Business of the JVC

2.1 The business of the JVC is [BUSINESS OF THE JVC] (Business).

4.1 Completion is conditional on the satisfaction or waiver of the following Conditions:

4.3 A Condition may only be waived by both JV Parties in writing.

7. Matters requiring consent of JV Parties

8. Directors and management

The provisions of Schedule 6 apply in this agreement in relation to shareholder meetings

11. Restrictions on JV Parties

11.10 [If a JV Party ceases to be a Shareholder as a result of a transfer of shares to a

12.1 Each party undertakes to the other parties that:

13. Business Plan

14. Accounting and other information

15. Dividend policy

16. Tax matters

17. Deadlock resolution

18. Transfer of shares

19. Issue of further shares

20. Termination and liquidation

20.1 Subject to 2120.2, this agreement shall terminate:

21. Status of agreement

but excludes the information in 2322.2.

22.2 Information is not Confidential Information if:

22.4 Each party may disclose Confidential Information:

23.2 Where an announcement is required by law or any governmental or regulatory authority

24. Further assurance

25. Assignment and other dealings

26. Entire agreement

27. Variation and waiver

29. No partnership or agency

31.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or

32. Agreement survives Completion

33. Third party rights

35. Rights and remedies

36. [Inadequacy of damages]

8. Altering the name of the JVC [or its registered office].

9. Adopting or amending the Business Plan in respect of each Financial Year.

12. Amalgamating or merging with any other company or business undertaking.

22. [Factoring or assigning any of the book debts of the JVC.]

29. Agreeing to remunerate (by payment of fees, the provision of benefits-in-kind or

33. [[OTHER RESERVED MATTERS].]

Part 1 Share transfers: general

Part 2 Pre-emption rights on transfer of shares

Part 3 Permitted transfers

4. If a Permitted Transfer has been made to a Permitted Transferee, that Permitted

5. the JV Party from whom it received those shares; or

6. another Permitted Transferee of that JV Party,

Part 4 Compulsory transfers

5. the issue at court by any competent person of a notice of intention to appoint an

Part 1 Tag along rights

4. the identity of the Buyer;

5. the Specified Price and other terms and conditions of payment;

6. the Transfer Date; and

7. the number of Shares proposed to be purchased by the Buyer (Offer Shares).

Part 2 Drag along rights

4. the person to whom the Called Shares are to be transferred;

6. the proposed date of the transfer.

Part 1 Number of directors