Legal Vinkulierung Agreement

LEGAL VINKULIERUNG AGREEMENT

This Vinkulierung Agreement (the Agreement) is made on this day: by and between Company Name: a company incorporated under applicable law, registration number: whose registered office is at: (the Company), and Shareholder Name: of address: (the Shareholder). The Company and the Shareholder are each a Party and together the Parties.

RECITALS

WHEREAS, the Shareholder is the legal and beneficial owner of shares of class in the capital of the Company, evidenced by share certificate numbers: .

WHEREAS, the Parties wish to record certain restrictions and procedures applicable to the transfer of the Shares in order to protect the Company's legitimate corporate interests and to give effect to pre-emption and approval rights customary for restricted shares (vinkulierung).

WHEREAS, the Parties agree that transfers of the Shares shall be subject to the terms and conditions set forth in this Agreement to ensure orderly transfer, allow the Company to review transferees and preserve corporate control.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

"Shares" means the shares of class and quantity described above.

"Transfer" means any sale, assignment, gift, pledge, charge or other disposition of legal or beneficial ownership of any Share or interest therein.

2. VINKULIERUNG / RESTRICTION ON TRANSFER

2.1 Absolute Restriction. Except as expressly permitted in this Agreement, no Shareholder shall Transfer any Shares unless the Transfer has been approved in writing by the Company in accordance with the approval procedure set out in Section 4. Any purported Transfer in violation of this Agreement shall be null and void and of no force or effect, and the Company shall not register such Transfer in the register of members.

2.2 Share Certificates. Upon receipt of any instrument of Transfer, the Company may, at its discretion, retain the relevant share certificate(s) and shall not register the transferee until compliance with this Agreement has been satisfied and, where required, the transferee has delivered required undertakings and consent to be bound.

3. TRANSFER NOTICE AND PRE-EMPTION

3.1 Transfer Notice. A Shareholder proposing a Transfer (the Offeror) shall give written notice (Transfer Notice) to the Company and to the other Shareholders stating the identity of the proposed transferee, the number of Shares, the proposed consideration and the proposed completion date. The Transfer Notice shall be delivered at least days before the proposed completion date.

3.2 Right of First Refusal. Subject to Section 3.4, upon receipt of a Transfer Notice the Company and then the other Shareholders shall have a right of first refusal to purchase the offered Shares on the same terms (the ROFR). The ROFR shall be exercised by written notice given within days of receipt of the Transfer Notice.

3.3 Allocation. If more than one Shareholder elects to purchase, the Shares shall be allocated pro rata to their respective holdings, unless the electing Shareholders unanimously agree otherwise in writing.

4. APPROVAL PROCEDURE

4.1 Board Approval. Where the Company's articles or applicable law require board or shareholder approval for registration of a Transfer, the Company shall consider the Transfer and shall not unreasonably withhold approval. Approval shall be given or refused within days following receipt of the Transfer Notice and all requested due diligence material.

4.2 Grounds for Refusal. Without limiting other lawful grounds, the Company may refuse consent where, in its reasonable opinion, the proposed transferee would:

(a) be likely to breach confidentiality, fiduciary duties, or materially damage the business; (b) be subject to a conflict of interest that cannot be remedied; or (c) present unacceptable regulatory or reputational risk to the Company.

5. PERMITTED TRANSFERS

5.1 Permitted Transfers. The following shall be Permitted Transfers provided the transferee executes a deed agreeing to be bound by this Agreement and the Company is notified in writing at least days in advance:

(a) transfers to a Permitted Affiliate of the Shareholder; (b) transfers by operation of law on death or incapacity to a personal representative or beneficiary; and (c) transfers to the Company pursuant to a compulsory acquisition or buy-back permitted by law.

5.2 Conditions. Any Permitted Transfer shall nevertheless be subject to the transferee delivering any approvals, undertakings and documentation reasonably required by the Company.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder; that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and that the execution and performance will not breach any other agreement or law.

6.2 The Shareholder further warrants that the Shares are free from any lien, charge or encumbrance except as disclosed in writing to the Company prior to the date of this Agreement.

7. REMEDIES; SPECIFIC PERFORMANCE

The Parties acknowledge that a breach of the obligations under this Agreement, including an unauthorized Transfer, would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedy, the Company shall be entitled to seek injunctive or equitable relief, including specific performance, without the necessity of posting bond.

8. NOTICES

8.1 Any notice or communication required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set out below or to such other address as a Party may specify by notice in accordance with this Section.

9. COSTS

Each Party shall bear its own costs in respect of the negotiation, preparation and execution of this Agreement. Notwithstanding the foregoing, any Party that breaches this Agreement and thereby causes another Party to incur costs in enforcing the Agreement shall indemnify the other Party for reasonable costs, including legal fees, incurred in enforcing its rights hereunder.

10. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement is sought. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to the same subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the Parties:

14. COUNTERPARTS

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

15. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to any third party any confidential information relating to the business or affairs of the other Party obtained in connection with this Agreement, except where disclosure is required by law.

EXECUTION

The Parties have executed this Agreement on the date first written above.

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