In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

"Affiliate" shall mean, in relation to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with such first-mentioned person, where "control" denotes the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

"Board" shall mean the board of directors of the Company from time to time duly constituted in accordance with the Articles of Association and the provisions of this Agreement.

"Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which commercial banks are open for general business in [Country].

"Encumbrance" shall mean any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, title retention, right of pre-emption, option, right of first refusal or any other third-party right or security interest of whatsoever nature, or any agreement, arrangement or obligation to create any of the foregoing.

"Reserved Matters" shall mean those matters set out in Section 6 hereof which shall require the prior written consent of both Shareholders.

"Shares" shall mean the ordinary shares of the Company having a nominal value of [Amount] [Currency] each, and such other classes of shares as may from time to time be issued by the Company.

"Transfer" shall mean, in relation to any Share or any legal or beneficial interest therein, to sell, assign, transfer, convey, dispose of, create any Encumbrance over, grant any option or other right over, or otherwise alienate the same, whether directly or indirectly, voluntarily or involuntarily, and whether for consideration or otherwise.

Reference herein to any statute, regulation, section, clause, schedule or document shall be construed as a reference to such instrument as the same may be amended, modified, re-enacted or supplemented from time to time. The headings in this Agreement are inserted for convenience only and shall not affect the construction hereof. Words importing the singular include the plural and vice versa, and words importing any gender include all genders.

In the event of any conflict or inconsistency between the provisions of this Agreement and the Articles of Association of the Company, the provisions of this Agreement shall prevail as between the Shareholders to the fullest extent permitted by law, and the Shareholders shall procure that the Articles of Association are forthwith amended to resolve such conflict.

The business of the Company shall be the carrying on of [Business Description] and such other activities ancillary, incidental or complementary thereto as may from time to time be approved in accordance with the provisions of this Agreement (the "Business"). The Business shall be conducted in the best interests of the Company on sound commercial and profit-making principles.

Each Shareholder undertakes to the other and to the Company that it shall exercise all voting rights and other powers of control available to it in relation to the Company so as to procure (insofar as it is able by the exercise of such rights and powers) that the provisions of this Agreement are duly observed and given full force and effect, and shall take all such steps as lie within its power to procure that the Company and its directors act in accordance with the provisions hereof.

The Shareholders shall procure that the Company shall carry on and conduct its Business in a proper and efficient manner, in compliance with all applicable laws and regulations, and in accordance with the annual business plan and budget approved by the Board from time to time.

Each Shareholder shall act in good faith towards the other Shareholder and the Company in all matters relating to this Agreement and the Business, and shall use its reasonable endeavours to promote the success and best interests of the Company.

The Company shall not, without the prior written consent of both Shareholders, undertake any business activity outside the ordinary scope of the Business as defined herein or engage in any venture, partnership or joint arrangement with any third party which is material to the Business.

The Shareholders shall procure that the Company shall maintain adequate books of account and accounting records in accordance with applicable law and generally accepted accounting principles consistently applied, and shall permit each Shareholder and its duly authorised representatives reasonable access thereto upon reasonable notice during normal business hours.

The Shareholders shall procure that the Company shall maintain in force such insurance policies as are customary and prudent for a business of the nature and size of the Company, including without limitation directors' and officers' liability insurance on terms approved by the Board.

A "Deadlock" shall be deemed to have occurred if (i) any matter requiring the approval of the Board or the Shareholders fails to obtain the requisite approval at two consecutive duly convened meetings by reason of a tie in voting or the absence of consensus, or (ii) any Reserved Matter is proposed and the Shareholders are unable to reach agreement thereon within a period of thirty (30) Business Days from the date of first submission.

Notwithstanding the general requirement for unanimity on Reserved Matters, in the event of a Deadlock arising at a meeting of the Board on matters other than Reserved Matters, the Chairman of the Board (who shall be the director appointed by the Majority Shareholder) shall have a second or casting vote in addition to any vote he or she may have as a director, and the resolution of such Deadlock by the exercise of such casting vote shall be final and binding on the Company and the Shareholders.

Upon the occurrence of a Deadlock in respect of a matter which cannot be resolved by the Chairman's casting vote (including Reserved Matters), either Shareholder may serve written notice (a "Deadlock Notice") on the other Shareholder specifying the matter in dispute and requiring the same to be referred to the chief executive officers or principal representatives of each Shareholder for good-faith resolution within a period of fifteen (15) Business Days from receipt of such Deadlock Notice.

If the Deadlock is not resolved pursuant to the preceding clause within the said period of fifteen (15) Business Days, either Shareholder may escalate the matter by written notice requiring the Shareholders to meet in person at a mutually convenient location within a further ten (10) Business Days to seek in good faith to reach a negotiated resolution.

If, following the procedures set forth above, the Deadlock remains unresolved for a period of forty-five (45) Business Days from the date of the original Deadlock Notice, the Majority Shareholder shall be entitled, at its sole option, to invoke the call option provided for in Section 11 hereof and to acquire the entirety of the Minority Shareholder's Shares at the price and upon the terms set forth therein.

During the pendency of any Deadlock resolution procedure, the Shareholders shall procure that the Company continues to conduct its ordinary course of business without disruption, and no Shareholder shall take or cause the Company to take any action that would prejudice the Business or the other Shareholder's interests pending resolution.

Nothing in this Section shall preclude the Shareholders from agreeing in writing at any time to resolve a Deadlock by alternative means, including by voluntary adjustment of their respective shareholdings or by any other mutually acceptable mechanism.

The authorised share capital of the Company as at the Effective Date is [Amount] [Currency] divided into [Number] ordinary Shares of [Amount] [Currency] each. The issued and paid-up share capital of the Company as at the Effective Date is [Amount] [Currency], held by the Shareholders in the proportions set out in the recitals hereto.

All Shares shall rank pari passu in all respects, including as to rights to dividends and other distributions, voting rights, and rights on a return of capital, save as may be expressly provided otherwise in this Agreement or in the Articles of Association.

No Shareholder shall, without the prior written consent of the other Shareholder and save as expressly permitted hereunder, create or permit to subsist any Encumbrance over any of its Shares or any legal or beneficial interest therein.

Any increase in the authorised or issued share capital of the Company, any issue of new Shares or securities convertible into Shares, any reorganisation or reduction of share capital, and any variation of the rights attaching to any class of Shares shall constitute Reserved Matters and shall require the prior written consent of both Shareholders.

The Shareholders shall procure that the Company shall maintain an accurate and up-to-date register of members and shall promptly record therein all Transfers of Shares effected in accordance with this Agreement.

Share certificates shall be issued to the Shareholders in respect of their respective holdings of Shares, and new certificates shall be promptly issued upon any permitted Transfer or any issue of new Shares.

All Shares issued or Transferred pursuant to this Agreement shall be subject to and bound by the terms hereof, and no person shall be registered as a holder of any Shares unless such person shall have first executed a deed of adherence binding itself to the terms of this Agreement in form and substance satisfactory to the Majority Shareholder.

The Board shall consist of two (2) directors. Each Shareholder shall be entitled to nominate, appoint, remove and replace one (1) director (together with any alternate therefor) from time to time by written notice to the Company and the other Shareholder. The director appointed by the Majority Shareholder shall serve as Chairman of the Board.

Meetings of the Board shall be held at such times and places as the directors may determine, but in any event no less frequently than once in every calendar quarter. Not less than seven (7) Business Days' prior written notice of each Board meeting (accompanied by an agenda and all relevant supporting papers) shall be given to each director, save that such notice period may be waived by unanimous consent of the directors in writing.

The quorum for any meeting of the Board shall be two (2) directors present in person or by alternate, including the Chairman or his or her alternate. If a quorum is not present within thirty (30) minutes of the appointed time, the meeting shall stand adjourned to the same day in the following week at the same time and place, at which adjourned meeting the quorum shall be any director present (including the Chairman).

Each director shall have one (1) vote. Resolutions of the Board shall be passed by simple majority of the votes cast, and in the case of an equality of votes, the Chairman shall have a second or casting vote in addition to his or her own vote, save in respect of Reserved Matters which require unanimous Shareholder consent as provided in Section 6.

A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a duly convened and constituted meeting of the Board. Directors may participate in Board meetings by telephone, video conference or other means of instantaneous communication, and shall be deemed present for all purposes.

The day-to-day management of the Company shall be entrusted to such officers (including a Chief Executive Officer, a Chief Financial Officer and such other officers as the Board may determine) as shall be appointed by the Board, who shall exercise such powers and discharge such duties as the Board may delegate to them from time to time. The initial Chief Executive Officer shall be nominated by the Majority Shareholder.

Directors shall be entitled to be reimbursed for all reasonable travelling, hotel and other out-of-pocket expenses properly incurred by them in the discharge of their duties. Remuneration (if any) payable to directors in their capacity as such shall be determined by the Board, subject to the provisions on Reserved Matters.

The Shareholders shall procure that the Company shall at all times maintain directors' and officers' liability insurance on terms customary for a company of its size and nature, and shall indemnify each director to the fullest extent permitted by applicable law in respect of liabilities incurred in the proper discharge of their duties.

Notwithstanding any other provision of this Agreement, none of the following matters (the "Reserved Matters") shall be undertaken or effected by or on behalf of the Company without the prior written consent of both Shareholders:

Any amendment to the Articles of Association or other constitutional documents of the Company; any change in the name or registered office of the Company; or any change in the nature or scope of the Business or any material diversification therefrom.

Any increase, reduction, consolidation, sub-division, redemption, repurchase or other reorganisation of the share capital of the Company; any issue or allotment of Shares or any securities convertible into or carrying rights to subscribe for Shares; any grant of options over Shares; or any variation of the rights attaching to any class of Shares.

Any declaration or payment of any dividend or other distribution, interim or final, in respect of the Shares, otherwise than in accordance with the dividend policy set out in Section 12.

The sale, lease, licence, Transfer or other disposal of the whole or any material part of the Business, undertaking or assets of the Company; the acquisition of any business, undertaking or shares in another company; or the entry into any merger, consolidation, joint venture or partnership arrangement.

The incurrence by the Company of any borrowing, indebtedness, financial indebtedness or guarantee, or the creation of any Encumbrance over any assets of the Company, in each case in excess of [Amount] [Currency] in aggregate.

The approval or any material amendment of the annual business plan and budget of the Company; the entry into, variation or termination of any material contract or commitment having a value in excess of [Amount] [Currency] or a duration in excess of [Number] years; and the entry into of any contract or arrangement with any Shareholder or any Affiliate thereof.

The appointment or removal of the Company's statutory auditors; any change in the accounting reference date, accounting policies or principles of the Company; and the commencement, settlement or compromise of any litigation, arbitration or other legal proceedings involving a claim of more than [Amount] [Currency].

The winding-up, dissolution, liquidation or filing for insolvency, bankruptcy or similar protection of the Company; the appointment of any receiver, administrator or liquidator in respect of the Company; and any arrangement or composition with creditors generally.

Any employment or engagement of any director, officer or consultant on terms providing for aggregate annual remuneration in excess of [Amount] [Currency], or any material variation of such terms, and the adoption or amendment of any employee share scheme, bonus scheme or pension arrangement.

Save as expressly permitted by this Agreement, no Shareholder shall Transfer any Share or any legal or beneficial interest therein without the prior written consent of the other Shareholder, and any purported Transfer in breach of this provision shall be void and of no effect, and the Company shall not register any such Transfer.

Each Shareholder shall be entitled, at any time, to Transfer all (but not some only) of its Shares to a Permitted Transferee without complying with the pre-emption provisions set out in Section 9. For purposes hereof, a "Permitted Transferee" shall mean, in relation to an individual Shareholder, (i) a spouse, civil partner, parent, child or grandchild of such Shareholder, or (ii) the trustees of a family trust established exclusively for the benefit of such Shareholder and/or the persons described in subparagraph (i), provided that in each case such transferee shall first execute a deed of adherence to this Agreement.

In the event that a Permitted Transferee ceases to qualify as such (including, in the case of a trust, by reason of the cessation of eligibility of its beneficiaries), the Shares held by such transferee shall forthwith be re-transferred to the original transferring Shareholder or to another Permitted Transferee of such Shareholder, failing which the pre-emption provisions of Section 9 shall apply mutatis mutandis.

Any Transfer effected pursuant to the pre-emption, tag-along, drag-along, put or call provisions of this Agreement shall be made free from all Encumbrances and together with all rights attaching thereto as at the date of Transfer, including without limitation all rights to declared but unpaid dividends.

The transferring Shareholder shall bear all its own costs in connection with any Transfer, and shall further bear all stamp duties, transfer taxes and registration fees payable in connection with the Transfer, save as may be otherwise agreed between the Parties in writing.

Upon any permitted Transfer, the Shareholders shall procure that the Company registers the Transfer and issues new share certificates to the transferee without undue delay, and the transferring Shareholder shall deliver up its share certificate(s) and a duly executed instrument of transfer in favour of the transferee.

No Transfer of Shares shall be effected or registered unless and until the proposed transferee has executed and delivered to the Company and to the non-transferring Shareholder a deed of adherence, in form and substance satisfactory to the Majority Shareholder, pursuant to which such transferee agrees to be bound by all the terms and conditions of this Agreement as if an original party hereto.

In the event that the Majority Shareholder proposes to Transfer any of its Shares to a bona fide third-party purchaser (a "Proposed Purchaser") otherwise than to a Permitted Transferee, and such proposed Transfer would result in the Proposed Purchaser (together with any persons acting in concert with it) acquiring Shares, the provisions of this Section 8 shall apply, provided that the Majority Shareholder shall be free to Transfer up to [Percentage]% of its Shares in any twelve (12) month period without triggering the tag-along right.

The Majority Shareholder shall, prior to effecting any such Transfer, give written notice (a "Tag Notice") to the Minority Shareholder specifying (i) the identity of the Proposed Purchaser, (ii) the number of Shares proposed to be Transferred, (iii) the proposed consideration (which shall be cash or readily marketable securities), and (iv) all other material terms and conditions of the proposed Transfer.

The Minority Shareholder shall have the right, exercisable by written notice (a "Tag Exercise Notice") given to the Majority Shareholder within fifteen (15) Business Days of receipt of the Tag Notice, to require the Proposed Purchaser to acquire from the Minority Shareholder a pro rata proportion of the Minority Shareholder's Shares (calculated by reference to the proportion that the Shares to be Transferred by the Majority Shareholder bears to the Majority Shareholder's total holding) on the same terms and at the same price per Share as those set forth in the Tag Notice.

If the Minority Shareholder fails to serve a Tag Exercise Notice within the said period, it shall be deemed to have waived its tag-along right in respect of such proposed Transfer, and the Majority Shareholder shall be entitled to proceed with the Transfer to the Proposed Purchaser on the terms set out in the Tag Notice, provided such Transfer is completed within ninety (90) days thereafter and strictly on such terms.

Any Transfer by the Minority Shareholder pursuant to the exercise of tag-along rights hereunder shall be subject to the Minority Shareholder giving substantially the same warranties, representations, covenants and indemnities as the Majority Shareholder gives to the Proposed Purchaser, provided that the Minority Shareholder's liability thereunder shall be several (and not joint or joint and several) and capped at the net proceeds received by the Minority Shareholder.

The costs and expenses of the Transfer (including legal and professional fees) shall be borne by the Shareholders in proportion to the gross consideration received by each of them, save as may be otherwise agreed in writing.

The tag-along right conferred by this Section shall not apply in respect of any Transfer effected pursuant to Section 10 (Drag-Along Rights) or Section 11 (Put and Call Options), nor to any Transfer to a Permitted Transferee.

Subject to the provisions governing Permitted Transferees and to the drag-along, put and call rights set out in this Agreement, no Shareholder (the "Selling Shareholder") shall Transfer any Shares to a third party without first offering such Shares to the other Shareholder (the "Non-Selling Shareholder") in accordance with the provisions of this Section 9.

The Selling Shareholder shall give written notice (a "Transfer Notice") to the Non-Selling Shareholder specifying (i) the number of Shares proposed to be Transferred (the "Sale Shares"), (ii) the price per Share and total consideration proposed, (iii) the identity of any proposed third-party purchaser, and (iv) all other material terms of the proposed Transfer. The Transfer Notice shall constitute an irrevocable offer to sell the Sale Shares to the Non-Selling Shareholder on the terms specified therein for a period of thirty (30) Business Days from receipt (the "Acceptance Period").

The Non-Selling Shareholder may, within the Acceptance Period, elect by written notice to purchase all (but not some only) of the Sale Shares at the price and on the terms set out in the Transfer Notice. Completion of such purchase shall take place within thirty (30) Business Days following the service of such acceptance notice.

If the Non-Selling Shareholder does not accept the offer within the Acceptance Period, or declines in writing to purchase the Sale Shares, the Selling Shareholder shall be free, during a period of ninety (90) days thereafter, to Transfer the Sale Shares to a bona fide third-party purchaser at a price not less than, and on terms no more favourable than, those set out in the Transfer Notice. Any Transfer not completed within such ninety (90) day period shall again be subject to the provisions of this Section 9.

If the Company proposes to issue any new Shares or securities convertible into Shares (other than pursuant to an employee share scheme approved as a Reserved Matter), each Shareholder shall have the right to subscribe for such new Shares in proportion to its then existing holding of Shares, on the same terms and at the same price as those offered to any third party.

The Company shall give written notice to the Shareholders of any proposed issue, specifying the number of new Shares, the subscription price, and the material terms of the issue. Each Shareholder shall have a period of twenty (20) Business Days from receipt of such notice to elect by written notice to subscribe for its pro rata entitlement, and any Shares not so taken up may, with the consent of the Majority Shareholder, be offered to third parties on terms no more favourable than those offered to the Shareholders.

The pre-emption provisions of this Section shall not apply to any issue of Shares pursuant to a bona fide rescue financing approved as a Reserved Matter, nor to any Transfer to a Permitted Transferee effected in accordance with Section 7.

In the event that the Majority Shareholder proposes to Transfer all or substantially all of its Shares to a bona fide third-party purchaser (a "Drag Purchaser") in a single transaction or a series of related transactions, the Majority Shareholder shall have the right (but not the obligation) to require the Minority Shareholder to Transfer all (but not some only) of its Shares to the Drag Purchaser, on the same terms and at the same price per Share as those agreed between the Majority Shareholder and the Drag Purchaser.

The Majority Shareholder may exercise its drag-along right by serving written notice (a "Drag Notice") on the Minority Shareholder, specifying (i) the identity of the Drag Purchaser, (ii) the price per Share and total consideration, (iii) the proposed completion date (which shall be not less than fifteen (15) Business Days after the date of the Drag Notice), and (iv) all other material terms and conditions of the proposed Transfer.

Upon service of a Drag Notice, the Minority Shareholder shall be irrevocably obligated to Transfer all of its Shares to the Drag Purchaser on the terms set out therein, free from all Encumbrances and together with all rights attaching thereto, and shall execute and deliver all such instruments of transfer, powers of attorney and other documents, and do all such acts and things, as the Majority Shareholder may reasonably require to give effect to such Transfer.

The Minority Shareholder shall give such warranties, representations, covenants and indemnities as the Majority Shareholder gives to the Drag Purchaser, mutatis mutandis, provided that the liability of the Minority Shareholder shall be several (and not joint or joint and several) and capped at an amount equal to the net proceeds actually received by it in respect of the Transfer.

If the Minority Shareholder fails or refuses to execute any transfer or other document required pursuant to this Section, any director of the Company (or, failing that, the Majority Shareholder) is hereby irrevocably appointed as the Minority Shareholder's attorney-in-fact with full power to execute and deliver all such documents in the Minority Shareholder's name and on its behalf, and such execution shall be as valid and binding as if executed by the Minority Shareholder itself.

The consideration payable to the Minority Shareholder in respect of its Shares shall be paid directly to it in the same form (cash or other consideration) and at the same time as the consideration payable to the Majority Shareholder, and against delivery of the instruments of transfer and share certificates in respect of its Shares.

The costs and expenses of the Transfer (including legal and professional fees of the Shareholders) shall be borne by the Shareholders in proportion to the gross consideration received by each of them, save as may be otherwise agreed in writing.

At any time on or after the date falling [Number] years after the Effective Date, or at any time following the occurrence of a Trigger Event (as defined below), the Majority Shareholder shall have the right (the "Call Option") to require the Minority Shareholder to Transfer to the Majority Shareholder (or its nominee) all (but not some only) of the Minority Shareholder's Shares at the Option Price determined in accordance with this Section 11.

At any time on or after the date falling [Number] years after the Effective Date, the Minority Shareholder shall have the right (the "Put Option") to require the Majority Shareholder to acquire from the Minority Shareholder all (but not some only) of the Minority Shareholder's Shares at the Option Price determined in accordance with this Section 11.

A "Trigger Event" shall include, without limitation, (i) the occurrence of an unresolved Deadlock as provided in Section 3, (ii) a material breach of this Agreement by the Minority Shareholder which, if capable of remedy, is not remedied within thirty (30) days of written notice from the Majority Shareholder, (iii) the insolvency, bankruptcy or incapacity of the Minority Shareholder, or (iv) any attempted Transfer by the Minority Shareholder in breach of this Agreement.

The Call Option or Put Option (as the case may be) shall be exercised by written notice (an "Option Notice") given by the exercising Shareholder to the other, specifying the exercise of the relevant option. The Option Notice, once served, shall be irrevocable and shall constitute a binding contract for the sale and purchase of the Minority Shareholder's Shares at the Option Price.

The "Option Price" shall be the fair market value of the Minority Shareholder's Shares as at the date of the Option Notice, as agreed between the Shareholders within twenty (20) Business Days of the Option Notice, or failing such agreement, as determined by an independent valuer of international repute agreed between the Shareholders (or, failing agreement, nominated by the president of the [Professional Body] in [Country] on the application of either Shareholder). The valuer shall act as expert and not as arbitrator, and its determination shall be final and binding. The valuation shall be made on the basis of the Minority Shareholder's Shares as a minority holding in a going concern, without application of any minority discount in the case of a Put Option exercised following a Trigger Event affecting the Majority Shareholder, but with application of a minority discount of [Percentage]% in the case of a Call Option exercised following a Trigger Event affecting the Minority Shareholder.

Completion of the Transfer pursuant to the exercise of a Call Option or Put Option shall take place within thirty (30) Business Days following the determination of the Option Price, at which time the Minority Shareholder shall deliver duly executed instruments of transfer and share certificates in respect of its Shares, free from all Encumbrances, against payment of the Option Price in cash.

The costs of any independent valuer appointed pursuant to this Section shall be borne equally by the Shareholders, save that where the Call Option has been exercised following a Trigger Event attributable to the Minority Shareholder, such costs shall be borne wholly by the Minority Shareholder.

Subject to the provisions of applicable law, the Articles of Association and the capital, cash flow and operational requirements of the Company (including the maintenance of adequate working capital and reserves for anticipated capital expenditure), the Shareholders shall procure that the Company distributes by way of dividend such portion of its distributable profits as the Board shall from time to time determine, with a target of distributing not less than [Percentage]% of the Company's distributable profits in each financial year.

The declaration of any dividend or other distribution shall constitute a Reserved Matter and shall require the prior written consent of both Shareholders, save that recommendations for distribution shall first be made by the Board based on audited financial statements for the relevant financial year.

Dividends shall be paid to the Shareholders in proportion to their respective holdings of Shares, and shall be paid within sixty (60) days following the declaration thereof, by electronic transfer to such bank accounts as the respective Shareholders may from time to time designate in writing.

The Board may, subject to the Reserved Matters consent requirement, recommend the payment of interim dividends based on management accounts, provided that it is reasonably satisfied that the Company has sufficient distributable reserves and will not be rendered unable to meet its liabilities as they fall due.

Prior to any declaration of dividend, the Board shall ensure that the Company has set aside such amounts as are necessary to meet (i) all tax, legal and statutory obligations, (ii) prudent reserves for ongoing capital expenditure and investment in the Business pursuant to the approved business plan, and (iii) servicing of any outstanding borrowings.

No Shareholder shall be entitled to receive any dividend, bonus or other distribution otherwise than strictly in accordance with its proportionate shareholding and the provisions of this Section, and any purported arrangement to the contrary shall be void.

All distributions shall be made subject to the deduction of such withholding taxes as may be required by applicable law, and each Shareholder shall be solely responsible for its own tax liabilities in respect of any dividend or distribution received by it.

The initial working capital and funding requirements of the Company shall be met from the paid-up share capital contributed by the Shareholders as at the Effective Date and from internally generated cash flows of the Business.

Any additional funding required by the Company shall be raised in the following order of priority (subject to the Reserved Matters consent requirement where applicable): (i) first, from internally generated cash flows; (ii) secondly, from third-party debt financing on arm's length commercial terms; and (iii) thirdly, from further contributions by the Shareholders by way of subscription for new Shares (pursuant to Section 9) or by way of shareholder loans on terms agreed between the Shareholders.

No Shareholder shall be obliged to make any further financial contribution to the Company (whether by way of subscription for Shares, loan, guarantee, security or otherwise) beyond its initial subscription for its existing Shares, save as expressly agreed in writing by that Shareholder.

In the event that the Shareholders agree to provide shareholder loans to the Company, such loans shall be made pro rata to their respective shareholdings, shall bear interest at a commercial rate agreed between the Shareholders, shall be subordinated to all third-party indebtedness of the Company, and shall be repayable on terms agreed between the Shareholders.

No Shareholder shall be required to provide any personal guarantee, indemnity or security in respect of any obligation or liability of the Company without such Shareholder's prior express written consent. Where any Shareholder does provide such guarantee or security, the other Shareholder shall indemnify and keep indemnified the providing Shareholder in respect of its pro rata share of any liability incurred thereunder.

If any Shareholder (the "Defaulting Shareholder") fails to make any funding contribution which it has expressly agreed in writing to make, the other Shareholder (the "Non-Defaulting Shareholder") shall be entitled (but not obliged) to make such contribution in place of the Defaulting Shareholder, and to receive additional Shares at the then-prevailing fair market value in consideration thereof, with consequent dilution of the Defaulting Shareholder's holding.

The Shareholders shall procure that the Company shall not incur any borrowing or indebtedness in excess of the thresholds specified in Section 6 without obtaining the requisite Reserved Matters consent, and shall procure that all borrowings are on arm's length commercial terms.

Each Party undertakes that it shall not, at any time during the subsistence of this Agreement and for a period of five (5) years following its termination, disclose to any person any Confidential Information concerning the Business, affairs, customers, clients, suppliers, finances or operations of the Company or of any other Party, save as expressly permitted by this Section.

"Confidential Information" means all information in whatever form (including written, oral, visual or electronic) concerning the Business, affairs, operations, finances, trade secrets, know-how, personnel, customers, suppliers, pricing, strategy, technology or intellectual property of the Company or of any Party, together with the terms of this Agreement itself and the negotiations leading to it.

A Party may disclose Confidential Information (i) to its directors, officers, employees, professional advisers, auditors and bankers who need to know such information for the purposes of discharging its obligations under this Agreement, provided that such Party procures that such recipients observe the confidentiality obligations herein; (ii) as required by law, by any court of competent jurisdiction, by any regulatory authority or by the rules of any recognised stock exchange; and (iii) to the extent that such information has entered the public domain otherwise than through a breach of this Agreement.

Where disclosure is required pursuant to the preceding clause (ii), the disclosing Party shall, to the extent legally permissible, give the other Parties prior written notice and consult with them in good faith regarding the timing, content and manner of such disclosure.

Each Party shall take all reasonable steps to safeguard the confidentiality of Confidential Information in its possession, control or custody, including by implementing appropriate physical, technical and administrative security measures.

Upon termination of this Agreement, or upon the earlier request of the other Parties, each Party shall promptly return or destroy (and certify such destruction of) all Confidential Information in its possession or control, save for one copy which may be retained for legal and compliance purposes.

The obligations under this Section shall survive termination of this Agreement for the period specified herein, and shall bind each Shareholder notwithstanding that it may cease to hold Shares in the Company.

Each Shareholder undertakes to the other Shareholder and to the Company that it shall not, for so long as it holds Shares in the Company and for a period of two (2) years thereafter, directly or indirectly, whether alone or in conjunction with any other person, and whether as principal, agent, consultant, employee, shareholder or otherwise:

Carry on, be engaged in, concerned with or interested in any business which competes with the Business of the Company within [Territory];

Solicit, canvass or approach, or endeavour to solicit, canvass or approach, any person who is or was, at any time during the twelve (12) months preceding the relevant date, a customer, client or supplier of the Company, for the purpose of offering goods or services of a kind supplied by the Company or diverting business from the Company;

Solicit, entice away, employ or engage, or endeavour to solicit, entice away, employ or engage, any person who is or was, at any time during the twelve (12) months preceding the relevant date, a director, officer, employee, consultant or agent of the Company;

Use or divulge for its own benefit or for the benefit of any third party any trade secrets, know-how, customer lists or other proprietary information of the Company;

Hold itself out, or permit any person to hold itself out, as being in any way connected with or interested in the Business of the Company (save as a legitimate current shareholder thereof).

Each of the restrictions set out in this Section is given to protect the legitimate business interests of the Company and of the other Shareholder, and each Shareholder acknowledges that such restrictions are reasonable in scope, duration and territorial extent, having regard to the nature of the Business.

The restrictions in this Section shall constitute separate and severable undertakings, and if any such restriction is held by a court of competent jurisdiction to be void or unenforceable but would be valid and enforceable if some part thereof were deleted or modified, then such restriction shall apply with such modifications as may be necessary to render it valid and enforceable.

This Agreement shall come into force on the Effective Date and shall continue in full force and effect until the earliest of (i) the date on which only one Shareholder holds Shares in the Company; (ii) the date on which the Company is dissolved, wound up or liquidated; (iii) the date on which all Shareholders agree in writing to terminate this Agreement; or (iv) the completion of a Transfer pursuant to Section 10 or Section 11 which results in the Majority Shareholder holding all the Shares.

The termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, or that are expressed to survive such termination.

Those provisions of this Agreement which by their nature are intended to survive termination (including without limitation Section 14 (Confidentiality), Section 15 (Restrictive Covenants), Section 17 (Governing Law and Dispute Resolution) and this Section) shall survive termination and continue in full force and effect.

If any Shareholder ceases to hold any Shares in the Company (otherwise than in breach of this Agreement), it shall thereupon cease to be a party to this Agreement, save in respect of any surviving provisions and any rights or liabilities accrued prior to such cessation.

The accession of any new shareholder to this Agreement pursuant to a deed of adherence shall not of itself constitute a termination of this Agreement, and this Agreement shall continue to bind all parties (including the acceding party) in accordance with its terms.

Upon termination of this Agreement, the Parties shall procure the amendment of the Articles of Association of the Company to the extent necessary to remove any provisions therein which replicate or implement provisions of this Agreement, if so required by any Party.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Country].

The Parties shall use their best endeavours to settle amicably any dispute, controversy or claim arising out of or in connection with this Agreement by direct negotiations between senior representatives of each Party within thirty (30) Business Days of written notice of the dispute by one Party to the other.

If any dispute is not resolved by negotiation within the said period, such dispute shall be finally resolved by arbitration under the rules of [Arbitration Institution] (the "Rules"), which Rules are deemed to be incorporated by reference into this Agreement.

The arbitral tribunal shall consist of [one/three] arbitrator(s) appointed in accordance with the Rules. The seat of arbitration shall be [City, Country], and the language of the arbitration shall be [Language].

The arbitral award shall be final and binding upon the Parties, and the Parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court of competent jurisdiction.

Notwithstanding the foregoing, each Party shall be entitled to seek injunctive, interim or conservatory relief from any court of competent jurisdiction in order to protect its rights pending the constitution of the arbitral tribunal or the final determination of the dispute.

The costs of the arbitration, including the fees and expenses of the arbitrators and the reasonable legal and professional costs of the prevailing Party, shall be borne as determined by the arbitral tribunal in its award.

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and in the English language, and shall be delivered personally, sent by pre-paid registered post or recognised international courier, or sent by email with confirmation of receipt, to the address or email address of the recipient Party set out in this Agreement (or such other address as may be notified in writing from time to time).

Any notice shall be deemed to have been duly served (i) if delivered personally, at the time of delivery; (ii) if sent by pre-paid registered post or courier, three (3) Business Days after posting; or (iii) if sent by email, at the time of receipt (as evidenced by a delivery receipt or acknowledgment).

This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.

No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

If any provision of this Agreement is held by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the severed provision with a valid, legal and enforceable provision that most closely reflects the original intent.

No Party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Parties, save as expressly permitted hereunder.

This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, and all the counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart by email in PDF or similar format shall be as effective as delivery of an originally executed counterpart.

Nothing in this Agreement shall confer or purport to confer any right or benefit on any person who is not a party to it, save that the Company shall be entitled to enforce the provisions hereof against the Shareholders in respect of its own rights.