Shareholders Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. Parties

This Shareholders Agreement (the “Agreement”) is made and entered into on this {{date}} by and among:

1.1. {{Shareholder_1_Name}}, an individual/entity residing/registered at {{Shareholder_1_Address}} (hereinafter referred to as “Shareholder 1”);

1.2. {{Shareholder_2_Name}}, an individual/entity residing/registered at {{Shareholder_2_Address}} (hereinafter referred to as “Shareholder 2”);

(collectively referred to as the “Shareholders” and individually as a “Shareholder”);

AND

{{Company_Name}}, a private company with registration number {{Company_Registration_Number}}, incorporated under the laws of {{Jurisdiction}}, and having its registered office at {{Company_Address}} (hereinafter referred to as the “Company”).

2. Recitals

2.1. The Company has an authorised share capital comprising {{Number_of_Authorised_Shares}} ordinary shares of no par value.

2.2. The Shareholders are the registered holders of the issued shares in the Company as set out in Schedule A hereto.

2.3. The parties hereto desire to regulate their relationship as shareholders of the Company and to make provision for the future management and operation of the Company and their respective rights, duties and obligations.

3. Share Capital and Shareholding

3.1. The current issued share capital of the Company consists of {{Total_Issued_Shares}} ordinary shares, held by the Shareholders as per Schedule A.

3.2. No Shareholder shall directly or indirectly be entitled to transfer, encumber, pledge, cede or otherwise dispose of any shares in the Company without the prior written consent of the other Shareholders, save as specifically provided for in this Agreement.

4. Board of Directors

4.1. The Shareholders agree that the board of directors of the Company (the “Board”) shall consist of not less than {{Minimum_Directors}} and not more than {{Maximum_Directors}} directors.

4.2. Each Shareholder shall have the right to nominate and appoint directors to the Board in proportion to their shareholding, subject to the provisions of the Company’s Memorandum of Incorporation.

5. Matters Requiring Shareholder Consent

5.1. Notwithstanding any other provision of this Agreement or the Company’s Memorandum of Incorporation, the Company shall not, without the prior written consent of Shareholders holding not less than {{Percentage_Shareholder_Consent}}% of the issued shares, undertake any of the following actions:

5.1.1. Any amendment to the Company’s Memorandum of Incorporation.

5.1.2. The issue of any new shares or other securities in the Company.

5.1.3. The sale or disposal of all or substantially all of the Company’s assets.

5.1.4. Incurring any indebtedness in excess of {{Debt_Threshold_Amount}}.

5.1.5. Entering into any joint venture, partnership or similar arrangement.

6. Pre-emptive Rights

6.1. Subject to the provisions of this Agreement, if any Shareholder (the “Selling Shareholder”) proposes to sell or transfer any of their shares in the Company to a third party, the Selling Shareholder shall first offer such shares to the other Shareholders (the “Remaining Shareholders”) on the same terms and conditions as those offered to the third party.

6.2. The Remaining Shareholders shall have {{Pre_emptive_Right_Days}} days from the date of the offer to exercise their pre-emptive right by giving written notice to the Selling Shareholder.

7. Deadlock and Dispute Resolution

7.1. In the event that the Shareholders are unable to reach a decision on any matter requiring their consent or approval, or in the event of any dispute arising out of or in connection with this Agreement, the Shareholders shall first attempt to resolve the matter through good faith negotiations.

7.2. If the dispute is not resolved through negotiation within {{Negotiation_Period_Days}} days, the Shareholders agree to refer the dispute to mediation in accordance with the rules of {{Mediation_Body_Name}}.

7.3. If mediation fails, the dispute shall be referred to arbitration in accordance with the rules of {{Arbitration_Body_Name}}.

8. Confidentiality

8.1. Each Shareholder undertakes to keep confidential and not to disclose to any third party (except as required by law or to their professional advisors) any confidential information concerning the business, affairs, finances, and products of the Company or any other Shareholder, which they may acquire during the term of this Agreement and thereafter.

9. Governing Law and Jurisdiction

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{Jurisdiction_for_Governing_Law}}.

9.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of {{Jurisdiction_for_Courts}} for the purpose of any dispute arising out of or in connection with this Agreement.

10. Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

_____________________________

{{Shareholder_1_Name}}

Shareholder 1

_____________________________

{{Shareholder_2_Name}}

Shareholder 2

_____________________________

For and on behalf of {{Company_Name}}

Director: {{Director_Name}}