Shareholder's Agreement Template

SHAREHOLDERS' AGREEMENT

This Shareholders' Agreement ("Agreement") is made effective as of between Company Name: , a corporation organized under Jurisdiction: , Registration No.: , with registered office at (the "Company"), and Shareholder Name: of Address: holding shares of Class: (the "Shareholder").

RECITALS

WHEREAS, the Company is engaged in the business described in its constitutional documents and wishes to regulate the ownership and management of the Company to promote stability and protect the parties' rights; and

WHEREAS, the Shareholder is the legal and beneficial owner of the number of shares set out above and desires to be bound by the terms of this Agreement in relation to the transfer of shares, corporate governance and other matters set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations as shareholders of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Affiliate" means, in relation to any Person, any other Person who controls, is controlled by or is under common control with that Person.

"Shares" means the fully paid ordinary shares in the capital of the Company and any other class of shares as specified in this Agreement.

2. SHARE CAPITAL AND OWNERSHIP

2.1 The Shareholder represents and warrants that the number of Shares set forth in the opening paragraph are owned beneficially and free from encumbrance, and that such Shares constitute of the issued share capital of the Company as of the Effective Date.

2.2 The Company shall maintain a register of members and shall provide to each shareholder upon reasonable request a copy of entries relevant to that shareholder.

3. TRANSFER RESTRICTIONS

3.1 No Shareholder shall, except in accordance with this Agreement and the Company's constitutional documents, Transfer any Shares. "Transfer" includes sale, assignment, gift, encumbrance or other disposition.

3.2 Right of First Refusal. If a Shareholder (the "Selling Shareholder") wishes to Transfer Shares, the Selling Shareholder shall give written notice to the Company and the other Shareholders specifying the number of Shares and the proposed terms. The Company and the non-transferring Shareholders shall have a right of first refusal to purchase such Shares pro rata within days of receipt of such notice on the same terms.

3.3 Tag-Along. If one or more Shareholders propose a Transfer to a third party resulting in the purchaser acquiring more than % of the voting rights, the remaining Shareholders shall have the right to sell a proportionate number of their Shares on the same terms.

3.4 Drag-Along. If Shareholders holding at least % of the voting rights approve a sale of the Company, they may require the remaining Shareholders to transfer their Shares on the same terms.

4. BOARD OF DIRECTORS AND VOTING

4.1 The Board of Directors shall consist of directors until changed pursuant to this Agreement or the constitutional documents. Each Shareholder holding sufficient Shares as required by the Company's governance rules shall be entitled to nominate directors as agreed among the shareholders.

4.2 Reserved Matters. Notwithstanding any majority, the Company shall not take any of the following actions without the affirmative vote or written consent of Shareholders holding at least % of the voting rights: (a) amend the company's constitutional documents; (b) authorize new classes of shares; (c) liquidate or dissolve the Company; (d) approve related-party transactions exceeding .

5. DIVIDENDS

5.1 Subject to applicable law and the Company's constitutional documents, dividends shall be declared by the Board in its sole discretion. The Board shall consider declared dividends in accordance with the relative rights of share classes and the Company's solvency.

6. PRE-EMPTIVE RIGHTS

6.1 In the event of any new issuance of Shares (other than Exempt Issuances), existing Shareholders shall have a pro rata right to subscribe for their proportionate share of such issuance. The Company shall deliver written notice of the terms of the issuance and Shareholders shall have days to elect to subscribe.

6.2 "Exempt Issuances" include issuances to employees under an approved equity incentive plan and issuances to strategic investors approved by the Board.

7. INFORMATION RIGHTS

7.1 The Company shall provide each Shareholder with: (a) annual audited financial statements within days of year-end; (b) quarterly management accounts within days of quarter end; and (c) such other information as is reasonably required for the protection of minority shareholders.

8. CONFIDENTIALITY AND NON-COMPETE

8.1 Each Shareholder shall keep confidential all non-public information concerning the business of the Company and shall not disclose such information except to its professional advisers on a need-to-know basis, provided such advisers are bound by confidentiality obligations.

8.2 For a period of months following the cessation of the Shareholder's shareholding, the Shareholder shall not engage in any business that competes materially with the Company within the Territory: .

9. DISPUTE RESOLUTION

9.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt in good faith to resolve the dispute by negotiation. If negotiation fails, the parties shall proceed to mediation before resorting to arbitration.

9.2 Any dispute not resolved by mediation shall be finally settled by arbitration administered in the seat of arbitration specified as: under the rules agreed by the parties. The arbitral award shall be final and binding on the parties.

10. TERM AND TERMINATION

10.1 This Agreement shall continue in force until terminated by written agreement of the parties or in the event of the winding up of the Company. Termination shall not affect accrued rights or remedies.

11. NOTICES

Notices to Company:

Notices to Shareholder:

11.1 All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by registered post, or by certified electronic transmission to the addresses specified above or such other address as a party may notify in writing.

12. AMENDMENTS, WAIVER AND COUNTERPARTS

12.1 No amendment to this Agreement shall be effective unless in writing and signed by the parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

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

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law rules.

13.2 Entire Agreement. This Agreement, together with any schedules or documents referred to herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior agreements and understandings.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the original intent to the greatest extent possible.

14. MISCELLANEOUS

14.1 Assignment. Except as expressly provided in this Agreement, no party may assign its rights or obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld.

14.2 Remedies. The parties agree that monetary damages may be an inadequate remedy for breach of certain provisions of this Agreement and that, in addition to any other remedy, equitable relief may be sought.

SCHEDULE A — ADDITIONAL AGREEMENTS

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