Pooling Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

POOLING AGREEMENT

This Pooling Agreement ("Agreement") is made and entered into as of this {{day}} day of {{month}}, {{year}} ("Effective Date"), by and among the undersigned shareholders (each a "Shareholder" and collectively, the "Shareholders") of {{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, having its registered office at {{company_address}} (the "Company").

RECITALS

WHEREAS, the Shareholders collectively own shares in the Company as set forth in Schedule A attached hereto;

WHEREAS, the Shareholders desire to act in concert with respect to certain matters concerning the Company and their shares in the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DEFINITIONS

"Shares" means all ordinary shares, preference shares, and any other equity securities of the Company now owned or hereafter acquired by a Shareholder, including any shares issued upon conversion, exchange, or exercise of any options, warrants, or other convertible securities.

"Pooling Event" means any event or decision regarding the Company that requires collective action or voting by the Shareholders as stipulated in this Agreement.

AGREEMENT TO POOL SHARES

The Shareholders hereby agree to pool their Shares and to vote or cause to be voted all of their Shares (including any Shares subsequently acquired) in accordance with the provisions of this Agreement on all Pooling Events.

VOTING MECHANISM

In the event that a Pooling Event arises, the Shareholders shall consult with each other to reach a unanimous decision on how their Shares shall be voted. If a unanimous decision cannot be reached within {{days_for_decision}} days of notice of the Pooling Event, the decision of Shareholders representing at least {{percentage_majority}}% of the total Shares subject to this Agreement shall be binding on all Shareholders.

Each Shareholder agrees to execute all necessary documents and take all necessary actions to give effect to the collective decision made pursuant to this Agreement.

TRANSFER RESTRICTIONS

No Shareholder shall sell, transfer, assign, pledge, or otherwise encumber any of their Shares subject to this Agreement without the prior written consent of all other Shareholders, except as otherwise provided herein or in the Company's Articles of Association.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earliest of the following events:

a) The written agreement of all Shareholders to terminate this Agreement;

b) The completion of an initial public offering of the Company's shares on a recognised stock exchange;

c) The acquisition of all Shares by a third party;

d) The {{expiry_date}}.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

GENERAL PROVISIONS

**Notices:** All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by reputable overnight courier, or sent by email to the addresses specified in Schedule A.

**Entire Agreement:** This Agreement constitutes the entire agreement among the Shareholders pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

**Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all the Shareholders.

**Counterparts:** This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Pooling Agreement as of the Effective Date.

______________________________

{{shareholder_1_name}}

Identity Number: {{shareholder_1_id_number}}

______________________________

{{shareholder_2_name}}

Identity Number: {{shareholder_2_id_number}}

[Add additional signature blocks as required]

**SCHEDULE A: LIST OF SHAREHOLDERS AND SHAREHOLDINGS**

| Shareholder Name | Identity Number | Number of Shares | Share Class | Percentage Holding |

|------------------|-----------------|------------------|-------------|--------------------|

| {{shareholder_1_name}} | {{shareholder_1_id_number}} | {{shareholder_1_shares}} | {{share_class_1}} | {{percentage_1}}% |

| {{shareholder_2_name}} | {{shareholder_2_id_number}} | {{shareholder_2_shares}} | {{share_class_2}} | {{percentage_2}}% |