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

"Affiliate" means, in relation to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such first-mentioned person, where "control" means the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall include the holding of more than fifty per cent (50%) of the voting rights or share capital of such person.

"Board" means the board of directors of the Company as constituted from time to time in accordance with the provisions of this Agreement and the Constitutional Documents.

"Business" means the business of the Company as described in Section 2 of this Agreement, together with such other activities as the Shareholders may from time to time unanimously approve in writing.

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

"Constitutional Documents" means the memorandum and articles of association, bylaws, charter or other constitutive documents of the Company, in each case as amended from time to time in accordance with this Agreement.

"Encumbrance" means any mortgage, charge, pledge, lien, security interest, assignment by way of security, option, right of pre-emption, right of first refusal, retention of title or any other third-party right or security interest of any nature whatsoever, or any agreement or commitment to create any of the foregoing.

"Reserved Matters" means those matters set forth in Section 8 of this Agreement which require the prior consent of the Shareholders in the manner specified therein.

"Shares" means the ordinary shares in the capital of the Company having the rights set out in the Constitutional Documents, and includes any shares issued in substitution or exchange therefor and any other securities convertible into or exchangeable for such shares.

"Transfer" means, in relation to any Share, to sell, assign, transfer, pledge, charge, grant any option over or otherwise dispose of, or create any Encumbrance over, or enter into any agreement, arrangement or understanding in respect of the votes or any other rights attached to such Share, and "Transferred" and "Transferring" shall be construed accordingly.

In this Agreement, the singular shall include the plural and vice versa; references to a gender include every gender; references to a person include natural and legal persons; references to Sections are to sections of this Agreement; headings are for convenience only and shall not affect interpretation; and the words "including", "in particular" and "such as" shall be construed as being by way of illustration only and shall not limit the generality of the preceding words.

The Business of the Company shall consist of [description of principal business activity] and such ancillary or related activities as may from time to time be approved by the Board or, where required, by the Shareholders in accordance with the Reserved Matters provisions of this Agreement.

Each Shareholder undertakes to the other Shareholder to exercise all voting rights and powers available to it, whether as a shareholder, director or otherwise, so as to procure (insofar as it is lawfully able to do so) that the Company shall at all times carry on and conduct the Business in a proper and efficient manner, in accordance with good business practice, in compliance with all applicable laws and regulations, and in accordance with the provisions of this Agreement and the Constitutional Documents.

The Shareholders shall procure that the Company shall maintain in force at all times such insurance policies, with reputable insurers, as are customary for a business of its nature, size and scope, including property, liability, directors' and officers' liability and such other coverages as the Board may reasonably determine.

The Shareholders shall procure that the Company shall maintain proper books of account and accounting records in accordance with generally accepted accounting principles applicable in [Country], and shall prepare annual audited financial statements within [number] months after the end of each financial year, copies of which shall be furnished to each Shareholder promptly upon completion.

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

Neither Shareholder shall, without the prior written consent of the other Shareholder, cause or permit the Company to engage in any business or activity falling outside the scope of the Business as defined herein.

The Shareholders acknowledge that the financial year of the Company shall end on [date] of each calendar year, unless otherwise unanimously agreed in writing by the Shareholders.

The initial funding of the Company shall be provided by way of subscription for Shares in the amounts and proportions reflected in the share register of the Company as at the Effective Date, with each Shareholder having paid up its subscription obligations in full.

Any additional funding required by the Company beyond its ordinary operating cash flow and available credit facilities shall, to the extent reasonably practicable, be sought first from third-party lenders on arm's length commercial terms, and only thereafter from the Shareholders in accordance with the provisions of this Section 3.

Where the Board determines that additional equity or shareholder funding is required, the Company shall offer such funding opportunity to the Shareholders pro rata to their respective shareholdings on terms approved by the Board, subject always to the Reserved Matters provisions and to the pre-emption rights set out in Section 7.

No Shareholder shall be obliged to provide any further funding, guarantees, indemnities or financial support to the Company beyond its initial subscription obligations, except with its express prior written consent. In particular, the Minority Shareholder shall not be required to contribute further capital, grant guarantees or incur personal liability for the obligations of the Company absent such consent.

Where any Shareholder is called upon to provide a guarantee, indemnity or other form of credit support to a third-party lender or counterparty of the Company, each other Shareholder shall provide a counter-indemnity on a pro rata basis (by reference to the respective shareholdings of the Shareholders) in favour of the Shareholder providing such support, so that the economic burden of such credit support is borne proportionately.

Any shareholder loan advanced to the Company shall bear interest at a commercial rate not exceeding [rate] per cent per annum, shall be unsecured unless otherwise agreed, and shall be repayable on terms unanimously approved by the Shareholders. Shareholder loans shall rank pari passu as between the Shareholders.

If a Shareholder (the "Defaulting Shareholder") fails to subscribe or contribute amounts validly called pursuant to a funding resolution duly made in accordance with this Agreement, the non-defaulting Shareholder shall be entitled, but not obliged, to advance such amount by way of shareholder loan on commercial terms, without prejudice to any other remedy available at law or under this Agreement; however, nothing in this clause shall operate to dilute the Minority Shareholder's holding below its pro rata entitlement in respect of a funding round in which it has not been afforded a reasonable opportunity to participate.

The authorised, issued and paid-up share capital of the Company as at the Effective Date is [Amount] [Currency], divided into [number] ordinary Shares of a nominal value of [Amount] [Currency] each, all of which have been fully paid up.

The Shares are held by the Shareholders in the following proportions: the Majority Shareholder holds [percentage] per cent of the issued Shares; and the Minority Shareholder holds [percentage] per cent of the issued Shares.

All Shares shall rank pari passu in all respects, including as to dividends, voting rights, participation in distributions and return of capital on a winding-up, save as may be otherwise expressly provided in this Agreement or the Constitutional Documents.

No further Shares shall be allotted or issued, no rights to subscribe for Shares shall be granted, and no securities convertible into or exchangeable for Shares shall be issued, otherwise than in accordance with the provisions of Section 7 and, where applicable, Section 8 of this Agreement.

Each Shareholder shall be entitled to receive from the Company, upon reasonable request and in any event not less than annually, a certified copy of the Company's share register evidencing its shareholding free from Encumbrance (save as expressly consented to in writing).

The Shareholders shall procure that the Constitutional Documents of the Company shall at all times be consistent with the provisions of this Agreement, and in the event of any conflict or inconsistency between this Agreement and the Constitutional Documents as between the Shareholders, this Agreement shall prevail, and the Shareholders shall take all such steps as may be necessary to amend the Constitutional Documents to resolve such conflict.

The Board shall consist of not less than [number] and not more than [number] directors. Each Shareholder holding not less than [percentage] per cent of the issued Shares shall be entitled to nominate for appointment, and to require the removal of, [number] director(s) to the Board (such director(s) being the nominees of that Shareholder). The Minority Shareholder shall be entitled to appoint and maintain in office not less than one (1) director on the Board for so long as it continues to hold not less than [percentage] per cent of the issued Shares.

The chairman of the Board shall be elected by majority vote of the directors. The chairman shall not have a second or casting vote in the event of an equality of votes at any meeting of the Board or at any general meeting of the Shareholders.

Meetings of the Board shall be convened not less frequently than [number] times per calendar year. Not less than [number] Business Days' prior written notice of each meeting shall be given to each director, accompanied by an agenda and all relevant supporting materials, save that shorter notice may be given with the written consent of all directors.

The quorum for any Board meeting shall be [number] directors present (in person or by permissible electronic means), provided always that such quorum must include at least one (1) director nominated by each Shareholder. If a quorum is not present within thirty (30) minutes of the time appointed for a meeting due to the absence of a Shareholder's nominee director, the meeting shall be adjourned to the same time and place on the fifth (5th) Business Day thereafter, and if at such adjourned meeting the same quorum is not met, the matters requiring a quorum including a director of each Shareholder shall nevertheless not be transacted, save that matters constituting Reserved Matters shall never be capable of being validly resolved absent compliance with Section 8.

Save in respect of Reserved Matters (which require Shareholder consent in accordance with Section 8), decisions of the Board shall be taken by simple majority of the directors present and voting at a duly convened and quorate meeting.

Each director shall be entitled to appoint any other director or any other person approved by the Board (and, in the case of a director nominated by a Shareholder, approved by that Shareholder) to act as his or her alternate.

The day-to-day management of the Company shall be entrusted to a chief executive officer (or equivalent) appointed by the Board, who shall report to and be accountable to the Board. The appointment, removal, remuneration and terms of engagement of such officer shall be subject to Board approval and, where applicable, to the Reserved Matters.

Each Shareholder shall be entitled to be reimbursed by the Company for the reasonable out-of-pocket expenses incurred by its nominee director(s) in attending Board meetings and otherwise in the discharge of their duties.

The Company shall maintain directors' and officers' liability insurance on terms reasonably satisfactory to each Shareholder and shall provide indemnities to its directors to the fullest extent permitted by law.

If, at any time, the Majority Shareholder (the "Selling Shareholder") proposes to Transfer any of its Shares to a bona fide third-party purchaser (the "Proposed Transferee"), whether in a single transaction or a series of related transactions, the Minority Shareholder shall have the right (but not the obligation) to require the Proposed Transferee to purchase all (or, at the option of the Minority Shareholder, a pro rata proportion) of its Shares on the same terms and at the same price per Share as those offered to or by the Selling Shareholder.

The Selling Shareholder shall, not less than thirty (30) Business Days prior to the proposed completion of any such Transfer, give written notice (the "Tag Notice") to the Minority Shareholder setting forth the identity of the Proposed Transferee, the number of Shares proposed to be Transferred, the price per Share, the form of consideration, the proposed completion date, and all other material terms and conditions of the proposed Transfer.

The Minority Shareholder shall have twenty (20) Business Days from the date of receipt of the Tag Notice (the "Tag Exercise Period") within which to exercise its tag-along right by written notice to the Selling Shareholder, specifying the number of Shares it wishes to include in the Transfer, up to its full holding.

Upon due exercise of the tag-along right, the Selling Shareholder shall not complete the Transfer unless the Proposed Transferee simultaneously acquires the Shares tendered by the Minority Shareholder on terms no less favourable (as to price, form of consideration, representations, warranties, indemnities and other material terms) than those applicable to the Selling Shareholder.

If the Proposed Transferee refuses or is unwilling to acquire the Shares tendered by the Minority Shareholder, the Selling Shareholder shall not be entitled to proceed with the Transfer of any Shares to the Proposed Transferee.

The tag-along right set out in this Section 6 shall apply to all Transfers of Shares by the Majority Shareholder other than Transfers to a Permitted Transferee (as such term may be defined by unanimous written agreement of the Shareholders) and other than Transfers made in connection with the exercise of drag-along rights pursuant to Section 11.

Any representations, warranties and indemnities required of the Minority Shareholder in connection with a tag-along sale shall be limited to warranties as to title to its Shares, its capacity and authority to Transfer such Shares, and the absence of Encumbrances thereon, and the Minority Shareholder's aggregate liability shall not exceed the net proceeds actually received by it for its Shares.

The costs and expenses of the Transfer process (including legal, financial and advisory fees) shall be borne by the Selling Shareholder, save for the Minority Shareholder's own professional advisory fees, which shall be borne by the Minority Shareholder; provided that where the Transfer completes, such costs incurred by the Minority Shareholder shall be deducted from the gross proceeds payable to the Shareholders pro rata.

Save as expressly provided in this Agreement, no further Shares, nor any rights to subscribe for or convert into Shares, shall be allotted or issued by the Company unless first offered to the existing Shareholders pro rata to their respective shareholdings, on terms no less favourable than those on which such Shares or rights are proposed to be offered to any third party.

The Company shall give written notice (the "Issue Notice") to each Shareholder of any proposed allotment or issue, specifying the number of Shares (or rights) to be issued, the subscription price, the terms of payment and all other material terms. Each Shareholder shall have twenty (20) Business Days from receipt of the Issue Notice to accept the offer in whole or in part by written notice to the Company (the "Acceptance Period").

Shares not taken up by a Shareholder within the Acceptance Period shall be re-offered to the other Shareholder pro rata (if applicable) for a further period of ten (10) Business Days, and only thereafter may any remaining Shares be offered to third parties, provided that such offer to third parties shall be on terms no more favourable than those contained in the Issue Notice and shall be completed within sixty (60) Business Days thereafter, failing which the pre-emption procedure shall be repeated.

If any Shareholder (the "Transferring Shareholder") wishes to Transfer any of its Shares (other than pursuant to Section 6, Section 11 or Section 12, or to a Permitted Transferee as unanimously agreed), it shall first give written notice (the "Transfer Notice") to the other Shareholder, specifying the number of Shares offered, the price per Share and the proposed terms of sale.

The other Shareholder shall have thirty (30) Business Days from receipt of the Transfer Notice to accept the offer in whole (and not in part, unless otherwise agreed) by written notice to the Transferring Shareholder, at which point a binding contract for sale shall arise on the terms set out in the Transfer Notice, with completion to occur within thirty (30) Business Days of acceptance against payment in cleared funds.

If the other Shareholder does not accept the offer within the thirty (30) Business Day period, the Transferring Shareholder shall be free, for a period of ninety (90) days thereafter, to Transfer the Shares specified in the Transfer Notice to a bona fide third-party purchaser at a price not less than, and on terms no more favourable than, those specified in the Transfer Notice, subject always to the tag-along rights set out in Section 6.

Any purported allotment, issue or Transfer of Shares in contravention of this Section 7 shall be null and void and of no effect, and the Company shall not register any such allotment, issue or Transfer in its share register.

The pre-emption provisions of this Section 7 shall apply mutatis mutandis to any proposed grant of options over, or creation of any Encumbrance in respect of, any Shares.

Notwithstanding any other provision of this Agreement or the Constitutional Documents, none of the following matters (the "Reserved Matters") shall be undertaken, approved or implemented by or on behalf of the Company without the prior written consent of each of the Shareholders (such consent being capable of being given by a Shareholder's duly authorised representative):

(i) any alteration or amendment of the Constitutional Documents; (ii) any change in the authorised, issued or paid-up share capital of the Company, including the creation, allotment or issue of any Shares or securities convertible into Shares, or the grant of any option or right in respect thereof; (iii) any variation, modification, abrogation or creation of any rights attaching to any class of Shares; (iv) any reduction, consolidation, sub-division, redenomination or redemption of the share capital of the Company;

(v) any merger, demerger, consolidation, reconstruction, scheme of arrangement, amalgamation or similar corporate transaction involving the Company; (vi) the voluntary liquidation, winding-up, dissolution, administration or placing of the Company into any insolvency proceeding; (vii) any material change in the nature or scope of the Business; (viii) the commencement or cessation of any business activity falling outside the ordinary course of the Business;

(ix) the approval of the annual business plan and annual budget of the Company, and any material amendment thereto, as well as any expenditure or commitment in excess of [Amount] [Currency] not provided for in the approved budget; (x) the incurrence by the Company of any indebtedness, or the grant of any guarantee, indemnity or security, in excess of [Amount] [Currency] in aggregate outstanding at any time; (xi) the creation of any Encumbrance over any asset of the Company;

(xii) the acquisition or disposal by the Company of any asset or business, or any interest therein, with a value exceeding [Amount] [Currency]; (xiii) the entry into, variation or termination of any contract or arrangement between the Company and any Shareholder, director or Affiliate of either; (xiv) the declaration or payment of any dividend or distribution, otherwise than in accordance with the dividend policy set out in Section 9;

(xv) the appointment or removal of the Company's statutory auditors; any change in the Company's accounting reference date or material accounting policies; (xvi) the commencement, settlement or abandonment of any litigation, arbitration or other proceedings involving a claim in excess of [Amount] [Currency]; (xvii) the appointment, removal or variation of the terms of engagement of any director or senior executive officer whose annual remuneration exceeds [Amount] [Currency].

Any purported action taken by the Company in respect of a Reserved Matter without the requisite consent shall be invalid and of no effect as between the Shareholders, and each Shareholder shall exercise its rights to procure that such action is not taken, implemented or given effect to.

A Shareholder withholding consent to a Reserved Matter shall not be required to give reasons for such refusal, and no refusal of consent shall of itself give rise to any claim against such Shareholder, provided such Shareholder acts in good faith.

Where a Reserved Matter is placed before the Shareholders and remains unresolved for a period of forty-five (45) days following the circulation of a written request for consent, such matter shall be deemed to be a Deadlock, and the provisions of Section 12 shall apply.

It shall be the policy of the Company, subject always to applicable law, to the solvency and liquidity requirements of the Company, to the Company's working capital, capital expenditure and reserve requirements as determined by the Board, and to any restrictions arising under any financing arrangements, to distribute by way of dividend not less than [percentage] per cent of the Company's distributable profits for each financial year.

The Board shall, as soon as reasonably practicable following the approval of the annual audited accounts and in any event within [number] months after the end of each financial year, recommend to the Shareholders the amount (if any) to be distributed by way of dividend in accordance with the policy set out above.

Dividends shall be declared and paid to the Shareholders in proportion to their respective holdings of Shares as at the record date determined by the Board.

The declaration or variation of any dividend policy or the declaration of any dividend otherwise than in accordance with the policy set forth herein shall constitute a Reserved Matter requiring the consent of both Shareholders in accordance with Section 8.

The Shareholders shall procure that the Company shall not accumulate reserves beyond what is reasonably required for the prudent conduct of the Business, and in particular shall not use reserve accumulation as a means to deprive the Shareholders of distributions properly payable in accordance with this Section 9.

Dividends shall be paid in [Currency] (or such other currency as the Shareholders may unanimously agree) by electronic transfer to the account notified in writing by each Shareholder, within thirty (30) days of declaration, and any applicable withholding or taxes shall be deducted and accounted for in accordance with applicable law.

In the event that the Company has distributable profits in a given financial year but the Board, for reasons of prudence, elects to retain amounts in excess of the retention justified by the Business's reasonable needs, the matter shall at the request of either Shareholder be referred for determination by the Shareholders as a Reserved Matter.

No Shareholder shall Transfer any Share, or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement, and in particular Sections 6, 7, 11 and 12. Any purported Transfer in breach of this Agreement shall be null and void and shall not be registered by the Company.

No Transfer of Shares shall be effective unless the proposed transferee (not being an existing party to this Agreement) shall have first executed and delivered to the Company and the other Shareholder a deed of adherence in form and substance reasonably satisfactory to the other Shareholder, by which such transferee agrees to be bound by the terms of this Agreement as if it were an original party hereto in place of the Transferring Shareholder in respect of the Shares Transferred.

For a period of [number] years from the Effective Date (the "Lock-In Period"), no Shareholder shall Transfer any Share without the prior written consent of the other Shareholder, save in respect of Transfers made (i) pursuant to the drag-along provisions of Section 11; (ii) pursuant to the buy-sell mechanism of Section 12; or (iii) with the unanimous written consent of all Shareholders.

Following expiry of the Lock-In Period, Shares may be Transferred only in accordance with the pre-emption procedure set out in Section 7 and subject to the tag-along rights set out in Section 6.

No Shareholder shall create or permit to subsist any Encumbrance over any Share, or over any interest in any Share, without the prior written consent of the other Shareholder, such consent not to be unreasonably withheld in the case of Encumbrances granted to bona fide third-party lenders providing finance to that Shareholder on arm's length commercial terms.

The restrictions on Transfer set forth in this Section 10 shall apply equally to Transfers made directly or indirectly, and to any arrangement that has the practical effect of transferring the economic or voting benefit of any Share.

The Company shall maintain a register of Shareholders in which all Transfers permitted hereunder shall be duly recorded, and shall provide each Shareholder with a certified extract thereof upon reasonable request.

If one or more Shareholders holding in aggregate not less than [percentage] per cent of the issued Shares (the "Dragging Shareholders") propose to Transfer all of their Shares to a bona fide third-party purchaser (the "Drag Purchaser") pursuant to a single transaction or a series of related transactions resulting in the Drag Purchaser (together with its Affiliates) acquiring not less than the specified percentage of the issued Shares, the Dragging Shareholders shall be entitled to require the other Shareholder (the "Dragged Shareholder") to Transfer all of its Shares to the Drag Purchaser on terms no less favourable than those applicable to the Dragging Shareholders.

The Dragging Shareholders shall exercise the drag-along right by serving a written notice (the "Drag Notice") on the Dragged Shareholder not less than thirty (30) Business Days prior to the proposed completion date, specifying the identity of the Drag Purchaser, the price per Share, the form of consideration, the completion date and all other material terms of the proposed Transfer.

The price per Share payable to the Dragged Shareholder shall be not less than the highest price per Share paid or payable to any of the Dragging Shareholders, and the form and timing of consideration shall be identical.

The drag-along right shall not be exercisable unless the Transfer to the Drag Purchaser constitutes an arm's length transaction with a party that is not an Affiliate of any Dragging Shareholder, and unless the proceeds payable per Share equal or exceed [Amount] [Currency] (or such other minimum price as may be agreed in writing by the Shareholders from time to time), ensuring that the Minority Shareholder is afforded a floor price for compelled sales.

The Dragged Shareholder shall not be required to give any representation, warranty, indemnity or covenant to the Drag Purchaser other than as to its title to the Shares being Transferred, its capacity and authority, and the absence of Encumbrances, and its aggregate liability under the sale documentation shall be limited to the net proceeds actually received by it.

Upon due service of a Drag Notice, the Dragged Shareholder shall take all such actions, execute all such documents and provide all such information as may reasonably be required to effect the Transfer of its Shares to the Drag Purchaser on the completion date specified in the Drag Notice.

If the Dragged Shareholder fails or refuses to execute the necessary Transfer documents within ten (10) Business Days of being requested to do so, any director of the Company shall be irrevocably authorised to execute, as attorney for and on behalf of the Dragged Shareholder, such documents as are necessary to effect the Transfer against receipt by the Company of the sale proceeds, which the Company shall hold on trust for the Dragged Shareholder.

The costs and expenses of the sale process shall be borne by the Dragging Shareholders, save that the costs incurred by the Dragged Shareholder shall, upon completion, be deducted from the gross proceeds payable to the Shareholders pro rata.

A "Deadlock" shall be deemed to have arisen where (i) any Reserved Matter is placed before the Shareholders and remains unresolved for a period of forty-five (45) days following the circulation of a written request for consent, or the Shareholders are unable to reach agreement in respect thereof; or (ii) a resolution of the Board properly proposed is not passed at two (2) consecutive duly convened Board meetings by reason of the absence or opposing votes of directors nominated by different Shareholders.

Upon the occurrence of a Deadlock, either Shareholder may serve written notice (a "Deadlock Notice") on the other Shareholder, following which the chief executive officers (or equivalent senior representatives) of each Shareholder shall meet, in person or by electronic means, within fifteen (15) Business Days to seek in good faith to resolve the Deadlock by mutual agreement.

If the Deadlock is not resolved within thirty (30) Business Days following service of the Deadlock Notice, either Shareholder (the "Offeror") shall be entitled, but not obliged, to serve on the other Shareholder (the "Offeree") a notice (the "Shotgun Notice") specifying a price per Share (the "Specified Price") at which the Offeror either offers to purchase all of the Offeree's Shares or, at the Offeree's election, offers to sell all of the Offeror's Shares.

Within thirty (30) Business Days of receipt of the Shotgun Notice (the "Election Period"), the Offeree shall by written notice to the Offeror elect either (i) to sell all of its Shares to the Offeror at the Specified Price; or (ii) to purchase all of the Offeror's Shares at the Specified Price.

If the Offeree fails to make a valid election within the Election Period, the Offeree shall be deemed to have elected to sell all of its Shares to the Offeror at the Specified Price.

Completion of the sale and purchase of Shares pursuant to this Section 12 shall take place at the registered office of the Company (or such other place as the Shareholders may agree) within sixty (60) Business Days following expiry of the Election Period, against payment of the aggregate purchase price in cleared funds in [Currency] and delivery of duly executed transfer documents, together with any share certificates (or indemnities for lost certificates).

The purchasing Shareholder shall, as a condition to completion, procure the release of the selling Shareholder from all guarantees, indemnities and other personal obligations given by the selling Shareholder to or in respect of the Company, or failing such release shall indemnify the selling Shareholder in respect thereof on a continuing basis.

The purchase price payable under the shotgun mechanism shall be paid in cash and shall not be subject to retention, escrow or deferred consideration save as may be agreed in writing by both Shareholders, and no representations, warranties or indemnities shall be given by the selling Shareholder other than as to title, capacity and absence of Encumbrances on its Shares.

Each Shareholder undertakes to the other Shareholder and to the Company that it shall keep strictly confidential, and shall not use for any purpose other than the proper performance of this Agreement or the exercise of its rights as a shareholder of the Company, any information of a confidential nature concerning the Company, the Business, or the other Shareholder which comes into its possession by virtue of this Agreement or its shareholding (the "Confidential Information").

The obligations of confidentiality shall not apply to information which (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully in the possession of the recipient free of any obligation of confidence prior to its disclosure; (iii) is independently developed by the recipient without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, court order or the rules of any competent regulatory authority, provided that, to the extent lawfully permissible, the disclosing party shall notify the other Shareholder in advance to permit it to seek protective relief.

Each Shareholder may disclose Confidential Information to its professional advisers, bankers, auditors and prospective bona fide transferees of its Shares (subject in the latter case to the recipient first executing a confidentiality undertaking on substantially similar terms), in each case strictly on a need-to-know basis.

For so long as a Shareholder holds Shares and for a period of [number] years thereafter, such Shareholder shall not, whether directly or indirectly, alone or jointly with any other person, in any capacity whatsoever, carry on, be engaged, interested or concerned in, or assist any business that competes with the Business of the Company within [territory], save that the holding of not more than [percentage] per cent of the issued share capital of any company whose shares are listed on a recognised investment exchange shall not of itself constitute a breach of this covenant.

For the period referred to above, no Shareholder shall solicit or endeavour to entice away from the Company any director, officer, senior employee, customer, supplier or contractor of the Company with whom such Shareholder has had material dealings during the twelve (12) months prior to ceasing to be a shareholder.

The restrictions in this Section 13 are considered by the Shareholders to be reasonable and necessary for the protection of the legitimate business interests of the Company; however, each restriction shall be construed as separate and severable and, if any such restriction is held to be unenforceable, the remaining restrictions shall continue in full force and effect.

The Shareholders acknowledge that damages alone may not be an adequate remedy for breach of this Section 13, and accordingly either Shareholder or the Company shall be entitled, without proof of special damage, to seek injunctive relief, specific performance and other equitable remedies for any threatened or actual breach.

The provisions of this Section 13 shall survive termination of this Agreement for the period specified herein, notwithstanding any such termination.

This Agreement shall come into force on the Effective Date and shall continue in full force and effect in respect of each Shareholder for so long as such Shareholder holds any Shares, and shall terminate automatically in respect of a Shareholder upon that Shareholder ceasing to hold any Shares (save in respect of provisions expressly stated to survive termination).

This Agreement shall terminate in its entirety upon the earliest of (i) the written agreement of all Shareholders to terminate; (ii) the completion of a sale of all of the Shares to a single bona fide third-party purchaser; (iii) the admission of the Shares to listing on a recognised investment exchange; or (iv) the Company being wound up, dissolved or struck off the relevant register.

A Shareholder which has ceased to hold any Shares shall cease to be entitled to the rights conferred by this Agreement but shall remain liable for any antecedent breach and bound by all provisions expressed to survive termination, including without limitation Sections 13 (Confidentiality and Non-Compete), 15 (Governing Law and Dispute Resolution), and such other provisions as by their nature are intended to survive.

Termination of this Agreement shall be without prejudice to any rights, remedies, obligations or liabilities of the Shareholders that have accrued prior to termination.

A material breach of this Agreement by a Shareholder which is not remedied (if capable of remedy) within thirty (30) Business Days of receipt of written notice from the non-defaulting Shareholder requiring remedy shall entitle the non-defaulting Shareholder to all such remedies as are available at law or in equity, including the right to seek specific performance and injunctive relief, but shall not of itself terminate this Agreement.

Upon termination, each Shareholder shall promptly return to the Company or destroy (and certify such destruction) all Confidential Information in its possession or control, save for one copy that may be retained for the sole purpose of complying with legal, regulatory or internal record-keeping obligations.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Country], without reference to its conflict of laws principles.

Any dispute, controversy, claim or difference arising out of or in connection with this Agreement, including any question regarding its existence, interpretation, validity, breach, termination or any non-contractual obligations arising out of or in connection with it (a "Dispute"), shall first be referred to the senior representatives of each Shareholder, who shall meet promptly and endeavour in good faith to resolve the Dispute amicably within thirty (30) days of written notice of the Dispute.

Failing amicable resolution within the said thirty (30) day period, the Dispute shall be referred to and finally resolved by arbitration under the rules of [Arbitration Institution] (the "Rules"), which Rules are deemed to be incorporated by reference into this Section 15.

The arbitral tribunal shall consist of [one (1) / three (3)] arbitrators appointed in accordance with the Rules. The seat (or legal place) of arbitration shall be [City, Country]. The language of the arbitration shall be [language].

The arbitral award shall be final and binding upon the Shareholders, and judgment thereon may be entered in any court of competent jurisdiction. The Shareholders waive, to the fullest extent permitted by law, any right of appeal or recourse to any court or other authority against any arbitral award, save as cannot be excluded by mandatory law.

Nothing in this Section 15 shall prevent a Shareholder from applying to any court of competent jurisdiction for interim or protective relief (including injunctive relief) in support of arbitration or to preserve its rights pending the outcome of arbitration.

The arbitral tribunal shall have the power to award costs (including reasonable legal fees and the costs of the arbitration) against the unsuccessful party, having regard to the parties' respective conduct and the outcome of the arbitration.

Any notice or other communication to be given under or in connection with this Agreement shall be in writing, in the English language, and shall be delivered by hand against a signed receipt, sent by registered or recorded delivery post with acknowledgement of receipt, or sent by e-mail with confirmation of transmission to the addresses set out below (or such other address as may from time to time be notified by one Shareholder to the other in accordance with this Section 16).

Notices to the Majority Shareholder shall be addressed to: [Name], [Address], e-mail: [E-mail Address], marked for the attention of [Name].

Notices to the Minority Shareholder shall be addressed to: [Name], [Address], e-mail: [E-mail Address], marked for the attention of [Name].

Notices to the Company shall be addressed to: [Company Name], [Registered Office Address], e-mail: [E-mail Address], marked for the attention of the Company Secretary (or equivalent).

A notice shall be deemed to have been duly served (i) if delivered by hand, at the time of delivery; (ii) if sent by registered or recorded delivery post, on the fifth (5th) Business Day after posting; and (iii) if sent by e-mail, at the time of transmission, provided that if deemed receipt occurs outside normal business hours in the place of receipt, the notice shall be deemed received at the opening of business on the next Business Day.

Service of any proceedings, process or other document in connection with any arbitration or legal proceedings shall be effective if given in accordance with this Section 16, without prejudice to any other lawful method of service.

This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement between the Shareholders in relation to its subject matter and supersedes all prior agreements, understandings, representations and arrangements (whether written or oral) between them in relation thereto.

No amendment, variation or modification of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Shareholders. No waiver of any provision of this Agreement, or of any breach or default, shall be effective unless in writing and signed by or on behalf of the waiving party, and no such waiver shall constitute a waiver of any subsequent or other breach or default.

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such provision or part shall to that extent be deemed severed from this Agreement, and the remainder of the Agreement shall continue in full force and effect. The Shareholders shall negotiate in good faith to replace any such severed provision with a valid, legal and enforceable provision having an effect as close as possible to that of the severed provision.

No Shareholder may assign, transfer or deal with any of its rights or obligations under this Agreement without the prior written consent of the other Shareholder, save in connection with a Transfer of Shares expressly permitted hereunder and simultaneously with the execution of a deed of adherence by the transferee.

Each Shareholder shall bear its own costs and expenses (including legal and professional fees) incurred in connection with the negotiation, preparation and execution of this Agreement. The Company shall bear its own costs.

Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency relationship, or fiduciary relationship between the Shareholders (save as expressly stated herein), and no Shareholder shall have authority to bind the other Shareholder or the Company except as expressly provided in this Agreement.

In the event of any conflict or inconsistency between this Agreement and the Constitutional Documents, as between the Shareholders this Agreement shall prevail, and the Shareholders shall take all steps necessary to amend the Constitutional Documents accordingly.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including PDF or recognised electronic signature platform) shall be as effective as delivery of a manually executed counterpart.

A person who is not a party to this Agreement shall have no right to enforce any of its terms.