Legal SHA Agreement

LEGAL SHA AGREEMENT

This Shareholders' Agreement (the "Agreement") is made and entered into as of by and between Company Name: , an entity organized as under the laws of with a principal place of business at (the "Company"), and Shareholder: , whose address is (the "Shareholder"). Company and Shareholder are collectively referred to as the "Parties".

RECITALS

WHEREAS, the Company is authorized to issue shares of its capital stock and the Shareholder is the registered holder of certain shares of the Company as set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the ownership, management and transfer of the Company's issued shares; and

WHEREAS, the Parties wish to provide for corporate governance, pre-emptive rights, transfer restrictions, and dispute resolution mechanisms in order to promote the Company's stability and value.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1. In this Agreement, unless a contrary intention appears, the following terms have the meanings set out below:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person.

"Shares" means the ordinary shares of the Company and any other class of shares issued by the Company that rank pari passu with the ordinary shares with respect to dividends and capital distribution.

2. SHARE CAPITAL; INITIAL HOLDINGS

2.1. The authorized and issued share capital of the Company and the initial shareholding of the Shareholder are as follows: Shareholder holds representing of the issued and outstanding Shares on the Effective Date.

2.2. Any future issuance of Shares by the Company shall be subject to the approval provisions set out in this Agreement and shall not dilute the Shareholder's rights except in accordance with the terms herein.

3. TRANSFER RESTRICTIONS

3.1. Except as expressly provided in this Agreement, no Party shall Transfer any Shares unless such Transfer complies with the provisions of this Section 3. "Transfer" includes any sale, assignment, pledge, encumbrance or other disposition.

3.2. Right of First Refusal (ROFR). If a Shareholder receives a bona fide offer from a third party to purchase all or any portion of its Shares, the selling Shareholder shall first deliver written notice to the Company and the other Shareholders specifying the proposed terms. The Company or the remaining Shareholders shall have to elect to purchase the Shares on the same terms.

3.3. Tag-Along Rights. If one or more Shareholders propose to Transfer a controlling interest to a third party, each non-transferring Shareholder shall have the right to participate pro rata in such sale on the same terms.

3.4. Drag-Along Rights. If Shareholders holding at least of the Shares approve a sale of the Company, they may require the remaining Shareholders to sell their Shares on the same terms to the purchaser.

4. PRE-EMPTIVE RIGHTS

4.1. In the event of any new issuance of Shares, the Company shall first offer such Shares to existing Shareholders pro rata to their respective shareholdings. The Company shall give written notice of the offer and Shareholders shall have to accept.

5. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

5.1. The board of directors shall consist of directors. The Shareholder is entitled to appoint director(s) so long as the Shareholder maintains at least of the Shares.

5.2. Certain reserved matters shall require the approval of the board including: approval of annual budgets, issuance of equity, incurrence of indebtedness above specified thresholds, and sale or winding up of the Company. Approval thresholds for reserved matters shall be set by unanimous or supermajority vote as determined by the board charter and applicable law.

6. DIVIDENDS

6.1. Dividends will be declared and paid by the Company in accordance with applicable law and subject to the discretion of the board of directors, having regard for the Company's financial condition, working capital requirements and obligations. No dividend policy shall be construed to create a legal obligation to declare dividends in any given period.

7. INFORMATION RIGHTS

7.1. The Company shall deliver to the Shareholder quarterly management reports and annual audited financial statements. Frequency of reporting:

8. CONFIDENTIALITY; NON-COMPETE

8.1. Each Party shall keep confidential all non-public information received in connection with the business of the Company and shall not use such information except for purposes permitted under this Agreement. This obligation shall survive termination for a period of unless otherwise required by law.

8.2. Non-compete. During the term of the Shareholder's ownership and for after cessation of ownership, the Shareholder shall not engage in or materially assist any business that competes directly with the core business of the Company in jurisdictions where the Company actively conducts business, except with prior written consent of the board.

9. DISPUTE RESOLUTION; DEADLOCK

9.1. The Parties shall use good faith efforts to resolve disputes amicably. If the Parties cannot resolve a dispute within the dispute shall be submitted to pursuant to the rules agreed by the Parties.

9.2. Deadlock. In the event of a deadlock on matters essential to the Company's operations that cannot be resolved within the time specified by the board, the board shall escalate to senior representatives and, if necessary, to the dispute resolution mechanism set out above.

10. TERM; TERMINATION

10.1. This Agreement shall continue in force until terminated by mutual written agreement of the Parties or otherwise as provided herein. Termination shall not affect accrued rights or liabilities.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below. Notices shall be effective upon receipt.

12. AMENDMENTS

12.1. This Agreement may be amended only by a written instrument executed by the Parties. No course of conduct or failure to enforce any provision shall constitute a waiver of such provision.

13. WAIVER

13.1. A waiver of any right under this Agreement is effective only if in writing and signed by the Party granting the waiver. No single waiver shall constitute a continuing waiver.

14. GOVERNING LAW

14.1. This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior arrangements and understandings, whether written or oral.

15.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be severed to the minimum extent necessary.

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

16. MISCELLANEOUS

16.1. Remedies. Except as otherwise provided, the Parties acknowledge that damages may be an inadequate remedy for a breach of this Agreement and that equitable relief, including specific performance and injunctive relief, shall be available to a Party in addition to any other remedies available at law or equity.

16.2. Costs. Each Party shall bear its own costs and expenses incurred in negotiating and executing this Agreement unless otherwise agreed in writing.

SPECIFIC PROVISIONS / ADDITIONAL TERMS

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