Shareholders Composition Agreement

SHAREHOLDERS COMPOSITION AGREEMENT

This Shareholders Composition Agreement (the "Agreement") is made and entered into as of the date: Day: Month: Year: by and between Company Name: , a corporation duly organized under the laws of with its principal place of business at (the "Company"), and Shareholder Name: of with address at (the "Shareholder").

RECITALS

WHEREAS, the Company has issued and outstanding capital stock of various classes and the parties wish to set forth the composition of the issued share capital and the rights and obligations attached thereto as of the Effective Date;

WHEREAS, the parties desire to record the present shareholding composition, to provide for pre-emptive rights, transfer restrictions, board representation and corporate governance mechanisms to preserve the agreed composition and protect the parties' economic and governance interests;

WHEREAS, the parties agree that the arrangements set forth in this Agreement shall govern their rights in respect of the Company's share capital and shall be binding upon the successors and permitted assigns of the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

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

"Authorized Share Capital" means the total number of shares of all classes that the Company is authorized to issue under its constitutional documents.

"Issued Share Capital" means the aggregate number of shares of each class of the Company issued and outstanding as of the Effective Date, as set out in the Share Composition Schedule.

2. SHARE CAPITAL AND COMPOSITION

2.1 As of the Effective Date, the parties acknowledge and agree that the Issued Share Capital of the Company is composed as set forth below and in the Share Composition Schedule attached hereto. The parties covenant to maintain the capital composition and to take no action that would have the effect of diluting the agreed proportionate interests except as permitted by this Agreement.

2.2 Any future issuance of shares that would alter the relative percentage holdings of the existing shareholders shall require the prior written consent of the holders representing at least % of the Issued Share Capital unless otherwise provided in the Company's constitutional documents.

3. TRANSFER RESTRICTIONS AND PRE-EMPTIVE RIGHTS

3.1 No Shareholder shall transfer, sell, pledge or otherwise dispose of any shares of the Company except in accordance with this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force or effect.

3.2 Right of First Offer: Before any Shareholder may Transfer shares to a third party, the transferring shareholder shall deliver a written notice of the proposed Transfer to the other shareholders specifying the number of shares and the proposed terms. Recipients shall have days to elect to purchase the shares pro rata on the proposed terms.

3.3 Tag-Along and Drag-Along: The Company and the Shareholders agree that tag-along and drag-along rights shall apply as follows:

If any Shareholder proposes to sell more than % of its shares to a bona fide third party purchaser, the remaining shareholders shall have the right to participate in such sale on a pro rata basis on the same terms.

If shareholders holding at least % of the Issued Share Capital approve a sale of the Company, the remaining shareholders agree to sell their shares on the same terms, provided that the sale terms are commercially reasonable.

4. BOARD COMPOSITION AND VOTING

4.1 Board Composition: The composition of the board of directors and the right of each shareholder to appoint directors shall be as follows:

4.2 Voting Agreements: Shareholders shall vote their shares to ensure the appointment and removal of directors in accordance with Section 4.1. Matters constituting Reserved Matters require the affirmative vote of shareholders holding at least % of the Issued Share Capital.

5. TRANSFER PROCEDURES AND APPROVAL

5.1 Any permitted Transfer shall be effected by a written transfer instrument, accompanied by such documents and approvals as are required by law and by the Company's constitutional documents. The transferee must execute an instrument acknowledging and agreeing to be bound by this Agreement prior to registration of the transfer.

5.2 The Company shall update its register of members promptly upon registration of any Transfer and shall notify the non-transferring shareholders in writing within days of such registration.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants to the other that:

(a) it has full corporate or individual power and authority to enter into and perform its obligations under this Agreement; and

(b) the execution, delivery and performance of this Agreement will not violate any law, agreement or obligation binding on such party.

7. COVENANTS

7.1 Each party covenants to take all actions required to effect the matters contemplated by this Agreement including, without limitation, executing any instruments, exercising voting rights and executing shareholder resolutions necessary to give effect to the agreed composition and governance arrangements.

7.2 No party shall enter into any agreement or commit to any transaction which would reasonably be expected to frustrate the intended composition, voting arrangements or governance rights set forth herein without the prior written consent of the other party.

8. DEADLOCK, BUY-SELL AND DISPUTE RESOLUTION

8.1 In the event of a persistent deadlock on a matter necessary for the management or disposition of the Company, the parties shall first use commercially reasonable efforts to resolve the deadlock by good faith negotiation and, if unsuccessful within days, submit the dispute to mediation. If mediation fails, the dispute shall be resolved by final and binding arbitration administered in accordance with the arbitration rules agreed by the parties.

8.2 Buy-Sell Mechanism: If arbitration determines that a buy-sell is appropriate, the buy-sell price shall be determined by reference to and settlement shall occur within days of determination.

9. REMEDIES

9.1 The parties acknowledge that a breach of this Agreement may cause irreparable harm to the non-breaching party for which damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive or other equitable relief to enforce the provisions of this Agreement.

10. NOTICES

10.1 Any notice, demand or communication required or permitted to be given under this Agreement shall be in writing and delivered personally, sent by certified mail (return receipt requested), or by nationally recognized courier service, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

11.2 Entire Agreement. This Agreement (including any schedules and exhibits hereto) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

11.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

12. EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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