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

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in [City, State] are authorized or required by law to be closed.

"Charter Documents" means the certificate of incorporation and bylaws of the Company, as amended, restated or otherwise modified from time to time in accordance with their terms and this Agreement.

"Fair Market Value" means, with respect to any Shares, the fair market value thereof as determined in good faith by the Board or, if the parties cannot agree, by an Independent Valuer appointed in accordance with Section 14.

"Independent Valuer" means an independent firm of chartered accountants or investment bankers of national standing jointly appointed by the Shareholders or, failing such joint appointment within [number] Business Days, appointed by the president for the time being of the American Arbitration Association.

"Person" means any natural person, corporation, limited liability company, partnership, trust, joint venture, governmental authority or any other entity of whatever nature.

"Shares" means the shares of common stock of the Company, par value $[0.001] per share, and any shares issued in substitution or exchange therefor.

"Transfer" means any direct or indirect sale, assignment, conveyance, pledge, hypothecation, encumbrance, gift, bequest or other disposition of any Shares or any right, title or interest therein, whether voluntary or involuntary, by operation of law or otherwise.

Headings herein are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. References to "including" shall be deemed to be followed by the words "without limitation."

The business of the Company shall consist of [description of principal business activities] and such other lawful business activities as may be approved by the Board and, where required under Section 7, by the Shareholders (the "Business").

The Shareholders agree that the Company shall at all times be operated and conducted in a prudent, lawful and commercially reasonable manner, consistent with the Business and the strategic objectives agreed upon by the Shareholders from time to time.

The strategic objectives of the Company shall include, without limitation: (i) the development, operation and expansion of the Business; (ii) the generation of sustainable profits and value for the Shareholders; (iii) the maintenance of appropriate corporate governance and compliance standards; and (iv) the preparation of the Company for an eventual Exit Event in accordance with Section 14.

The Company shall not, without the prior written consent of all Shareholders, engage in any business other than the Business or materially deviate from its agreed strategic direction.

Each Shareholder undertakes to exercise its rights hereunder and under the Charter Documents in good faith and in a manner consistent with the furtherance of the Business and the best interests of the Company.

The Company shall at all times maintain all necessary licenses, permits, registrations and authorizations required for the lawful conduct of the Business in each jurisdiction in which it operates.

Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Shareholders, each of whom shall act solely in its capacity as a holder of Shares and, where applicable, as a director or officer of the Company.

As of the date of this Agreement, the authorized share capital of the Company consists of [number] Shares of common stock, par value $[0.001] per share, constituting a single class of equity securities ranking pari passu in all respects.

The issued and outstanding Shares are held by the Shareholders in the following proportions: Shareholder 1 — [number] Shares, representing [●]% of the issued share capital; Shareholder 2 — [number] Shares, representing [●]% of the issued share capital; and Shareholder 3 — [number] Shares, representing [●]% of the issued share capital.

All Shares shall rank pari passu with each other and shall confer upon the holders thereof identical rights with respect to voting, dividends, distributions on liquidation and all other matters, subject only to such additional contractual rights and obligations as are set forth in this Agreement.

Each Shareholder represents and warrants to the other Shareholders and the Company that it holds its Shares legally and beneficially, free and clear of any and all liens, charges, security interests, encumbrances or third-party claims of any kind whatsoever.

The Company and the Shareholders shall ensure that the share register, stock ledger and all corporate records of the Company accurately reflect the ownership of Shares at all times, and that any Transfer permitted under this Agreement is duly recorded therein.

No Shareholder shall create, incur, assume or suffer to exist any lien, pledge, charge, security interest or encumbrance over any of its Shares, except with the prior written consent of all other Shareholders.

Any certificates representing the Shares shall bear a legend referencing the restrictions on Transfer and other provisions set forth in this Agreement.

Save as expressly provided herein, the Company shall not issue, allot, grant any option or warrant over, or otherwise dispose of any Shares or any securities convertible into or exchangeable for Shares without first offering the same to the existing Shareholders in accordance with the provisions of this Section 4.

If the Company proposes to issue any new Shares (the "New Securities"), it shall deliver a written notice (the "Issuance Notice") to each Shareholder setting forth the number of New Securities proposed to be issued, the price per Share, the proposed subscriber (if any) and all other material terms and conditions of the proposed issuance.

Each Shareholder shall have the right, but not the obligation, to subscribe for its pro rata share of the New Securities, calculated as the proportion that the number of Shares held by such Shareholder bears to the total number of Shares then in issue, by delivering a written acceptance to the Company within [number] Business Days of receipt of the Issuance Notice (the "Acceptance Period").

Any Shareholder who does not fully exercise its pre-emptive right shall be deemed to have waived such right with respect to the applicable issuance only, and the unallocated portion of the New Securities shall be offered to the subscribing Shareholders in proportion to their respective shareholdings for a further period of [number] Business Days.

Any New Securities not subscribed for by the Shareholders following the procedures set forth above may be issued by the Company to a third party, provided that such issuance shall be completed within [number] days following the expiration of the Acceptance Period and on terms no more favorable to such third party than those set forth in the Issuance Notice.

As a condition precedent to any issuance of New Securities to a Person who is not already a Shareholder, such Person shall execute and deliver a deed of adherence pursuant to which it agrees to be bound by all of the terms and conditions of this Agreement as a Shareholder.

The pre-emptive rights set forth in this Section 4 shall not apply to: (i) Shares issued pursuant to any employee or director equity incentive plan approved in accordance with Section 7; (ii) Shares issued in connection with a bona fide acquisition approved by the Board and the Shareholders; or (iii) Shares issued in connection with a Qualified IPO as defined in Section 14.

The business and affairs of the Company shall be managed by or under the direction of the Board, which shall consist of [number] directors unless otherwise agreed in writing by all Shareholders.

Each Shareholder holding not less than [●]% of the issued and outstanding Shares shall be entitled to nominate one director to the Board, and the Shareholders shall vote all of their Shares in favor of the election of such nominees. Each nominating Shareholder shall have the exclusive right to remove and replace its own nominee by written notice to the Company and the other Shareholders.

Meetings of the Board shall be held at least [quarterly / monthly] and at such additional times as any director may reasonably request. Notice of each Board meeting, together with an agenda and all relevant supporting materials, shall be given to each director not less than [number] Business Days in advance, except in cases of urgency.

The quorum for any meeting of the Board shall be a majority of the directors then in office, provided that at least one nominee of each Shareholder entitled to appoint a director is present (in person, by telephone or by other means permitting all persons participating to hear each other). If a quorum is not present within [thirty (30)] minutes of the time appointed for a meeting, the meeting shall be adjourned to the same time and place [five (5)] Business Days later, at which adjourned meeting the quorum requirement shall be a majority of the directors.

Subject to Section 7, resolutions of the Board shall be passed by a simple majority of the directors present and voting, with each director entitled to one vote. The chairperson of the Board shall not have a second or casting vote.

The day-to-day management of the Company shall be entrusted to such officers as the Board may appoint from time to time, including a Chief Executive Officer, who shall report to the Board and act within such authorities as the Board may delegate.

Each director shall be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the discharge of his or her duties, and the Company shall maintain customary directors' and officers' liability insurance on commercially reasonable terms.

Directors shall be subject to customary duties of care and loyalty under applicable law and shall disclose any actual or potential conflicts of interest in accordance with the Charter Documents and this Agreement.

The annual general meeting of the Shareholders shall be held once in each calendar year at such time and place as the Board shall determine, and in no event later than [six (6)] months after the end of the Company's fiscal year.

Extraordinary meetings of the Shareholders may be convened at any time by the Board or upon the written request of any Shareholder holding not less than [●]% of the issued and outstanding Shares.

Written notice of each Shareholders' meeting, specifying the date, time, place and agenda thereof, shall be given to each Shareholder not less than [number] Business Days (in the case of an annual meeting) or [number] Business Days (in the case of an extraordinary meeting) in advance, unless such notice period is waived in writing by all Shareholders.

The quorum for any Shareholders' meeting shall be Shareholders holding, in the aggregate, not less than [●]% of the issued and outstanding Shares, present in person or by proxy. If a quorum is not present within [thirty (30)] minutes of the time appointed, the meeting shall stand adjourned to the same time and place [five (5)] Business Days later.

Each Share shall entitle its holder to one vote on each matter submitted to a vote of the Shareholders. Except as otherwise required under Section 7, resolutions of the Shareholders shall be passed by a simple majority of the votes cast.

Shareholders may act by written consent in lieu of a meeting, provided that such consent is signed by Shareholders holding not less than the number of Shares that would be required to approve the action at a duly convened meeting at which all Shareholders were present and voting, and prompt notice of such action is given to any Shareholders who did not consent.

A Shareholder may appoint a proxy in writing to attend and vote on its behalf at any meeting, and the Company shall accept such proxy upon production of appropriate evidence of its authority.

Notwithstanding any other provision of this Agreement or the Charter Documents, none of the matters set forth in this Section 7 (the "Reserved Matters") shall be undertaken by the Company or any of its subsidiaries without the prior written approval of Shareholders holding, in the aggregate, not less than [●]% of the issued and outstanding Shares (or, where expressly indicated, the unanimous written consent of all Shareholders).

The following matters shall require Shareholder approval as set forth above: (i) any amendment to the Charter Documents or this Agreement; (ii) any change in the authorized or issued share capital of the Company, including the creation of any new class of shares, the issuance of any Shares or securities convertible into Shares (subject to Section 4), or any share split, consolidation, reclassification or buy-back.

Any merger, consolidation, scheme of arrangement, acquisition or disposal of all or substantially all of the assets of the Company, or any transaction resulting in a change of control of the Company, shall likewise require Shareholder approval in accordance with this Section 7.

The voluntary liquidation, dissolution, winding-up or filing for bankruptcy, insolvency or similar proceedings in respect of the Company shall require the unanimous written consent of all Shareholders.

The incurrence by the Company of any indebtedness for borrowed money in excess of $[amount] in any single transaction or $[amount] in the aggregate in any fiscal year, or the granting of any security interest or guarantee in connection therewith, shall require Shareholder approval.

Approval of the annual business plan and budget, any material deviation therefrom, any change in the Company's auditors, any material change in accounting policies, and the declaration or payment of any dividend or other distribution shall require Shareholder approval in accordance with this Section 7.

Entry into, amendment or termination of any contract or arrangement with a Shareholder, a director or any Affiliate thereof (other than on arm's length terms in the ordinary course of business), the appointment or dismissal of the Chief Executive Officer or Chief Financial Officer, and the commencement or settlement of any litigation involving amounts in excess of $[amount] shall likewise constitute Reserved Matters.

Any amendment to or waiver of the list of Reserved Matters set forth in this Section 7 shall require the unanimous written consent of all Shareholders.

The fiscal year of the Company shall end on [December 31] of each calendar year, or on such other date as the Shareholders may unanimously agree.

The Company shall maintain true, complete and accurate books and records of account in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), consistently applied, and shall engage an independent firm of certified public accountants of national or regional standing to audit its annual financial statements.

The Company shall deliver to each Shareholder: (i) audited annual financial statements within [one hundred twenty (120)] days following the end of each fiscal year; (ii) unaudited quarterly financial statements within [forty-five (45)] days following the end of each fiscal quarter; and (iii) such other financial and operating information as any Shareholder may reasonably request from time to time.

Each Shareholder shall have the right, at its own cost and upon reasonable prior notice to the Company, to inspect the books, records and properties of the Company during normal business hours, and to discuss the affairs, finances and accounts of the Company with its officers and auditors.

The Board shall adopt an annual business plan and budget prior to the commencement of each fiscal year, which shall be subject to approval under Section 7 and shall thereafter govern the operations of the Company for such fiscal year.

Subject to applicable law, the Charter Documents, the maintenance of adequate reserves for the operation of the Business, and the approval of the Shareholders in accordance with Section 7, the Company shall endeavor to distribute to the Shareholders, by way of dividend, not less than [●]% of its distributable profits in respect of each fiscal year.

All dividends and other distributions shall be made pro rata to the Shareholders in proportion to their respective holdings of Shares as at the record date fixed for such distribution.

No Shareholder shall Transfer any Shares except in strict accordance with the provisions of this Agreement. Any purported Transfer in contravention of this Agreement shall be null and void ab initio and shall not be recognized by the Company.

Each Shareholder undertakes not to Transfer any Shares during the period commencing on the date hereof and ending on the [third (3rd)] anniversary of this Agreement (the "Lock-Up Period"), except with the prior written consent of all other Shareholders or as expressly permitted hereunder.

Notwithstanding the foregoing, a Shareholder may, at any time, Transfer all or any of its Shares to a Permitted Transferee, being: (i) in the case of an individual Shareholder, a spouse, lineal descendant or trust established for the benefit of such persons; and (ii) in the case of a corporate Shareholder, any wholly-owned Affiliate of such Shareholder, provided in each case that such transferee first executes and delivers to the Company a deed of adherence pursuant to which it agrees to be bound by this Agreement.

If a Permitted Transferee at any time ceases to qualify as such, the transferring Shareholder shall procure that all Shares held by such Permitted Transferee are retransferred to such Shareholder (or to another Permitted Transferee of such Shareholder) prior to such cessation.

Following the expiration of the Lock-Up Period, any proposed Transfer of Shares (other than to a Permitted Transferee) shall be subject to the right of first refusal provisions of Section 10 and, where applicable, the tag-along provisions of Section 12 and drag-along provisions of Section 11.

No Transfer shall be effective unless and until the transferee executes a deed of adherence and until such Transfer is duly recorded in the share register of the Company.

The Company shall not register any Transfer in violation of this Agreement and shall be entitled, and is hereby irrevocably directed, to decline to recognize any such purported Transfer.

If, following the expiration of the Lock-Up Period, any Shareholder (the "Selling Shareholder") proposes to Transfer any of its Shares (the "Offered Shares") to a bona fide third party, the Selling Shareholder shall first offer such Offered Shares to the other Shareholders (the "Remaining Shareholders") in accordance with this Section 10.

The Selling Shareholder shall deliver to the Company and the Remaining Shareholders a written notice (the "Transfer Notice") specifying: (i) the number of Offered Shares; (ii) the identity of the proposed third-party transferee; (iii) the price per Share and all other material terms of the proposed Transfer; and (iv) confirmation that such third-party offer is bona fide and that the Selling Shareholder has not entered into any arrangement that would render the terms set forth therein inaccurate or misleading.

Each Remaining Shareholder shall have the right, exercisable by written notice delivered to the Selling Shareholder within [number] Business Days of receipt of the Transfer Notice (the "ROFR Period"), to purchase all (but not less than all) of its pro rata share of the Offered Shares on the same terms and at the same price as set forth in the Transfer Notice. Pro rata share shall be calculated based upon the respective holdings of the Remaining Shareholders inter se.

If any Remaining Shareholder does not exercise its right in full, the Offered Shares not so taken up shall be re-offered to the Remaining Shareholders who did exercise their rights, pro rata to their respective holdings, for a further period of [number] Business Days.

If the Remaining Shareholders collectively exercise their right of first refusal in respect of all of the Offered Shares, the Transfer to the Remaining Shareholders shall be completed within [number] Business Days following the expiration of the ROFR Period (and any extension thereof).

If the Remaining Shareholders do not collectively exercise their right of first refusal in respect of all of the Offered Shares, the Selling Shareholder may, subject to Section 12, Transfer all (but not less than all) of the Offered Shares to the proposed third-party transferee identified in the Transfer Notice, on terms no more favorable than those specified in the Transfer Notice, within [number] days following the expiration of the ROFR Period. Any Offered Shares not Transferred within such period shall again become subject to the provisions of this Section 10.

If, at any time following the expiration of the Lock-Up Period, one or more Shareholders holding, in the aggregate, not less than [●]% of the issued and outstanding Shares (the "Dragging Shareholders") propose to Transfer all of their Shares to a bona fide third party in an arm's length transaction (the "Drag-Along Sale"), the Dragging Shareholders shall have the right to require all other Shareholders (the "Dragged Shareholders") to Transfer all of their Shares to such third-party purchaser on the same terms and conditions as those applicable to the Dragging Shareholders.

The Dragging Shareholders shall exercise such right by delivering a written notice (the "Drag-Along Notice") to the Dragged Shareholders and the Company, specifying the identity of the proposed purchaser, the aggregate consideration offered, the price per Share, and all other material terms and conditions of the Drag-Along Sale.

Each Dragged Shareholder shall be obligated to: (i) sell all of its Shares to the proposed purchaser on the terms set forth in the Drag-Along Notice; (ii) execute all such sale documentation as the Dragging Shareholders may reasonably require, including a share purchase agreement containing representations, warranties, covenants and indemnities substantially similar to those given by the Dragging Shareholders; and (iii) vote all of its Shares in favor of, and otherwise take all actions reasonably necessary to effect, the Drag-Along Sale.

The consideration payable to each Shareholder in a Drag-Along Sale shall be of the same type and in the same form, and the price per Share shall be identical, as that payable to the Dragging Shareholders, and all transaction costs shall be allocated among the Shareholders pro rata in proportion to their respective holdings of Shares.

The liability of each Dragged Shareholder under any representations, warranties and indemnities given in connection with a Drag-Along Sale shall be several and not joint, and shall be limited to the aggregate consideration actually received by such Dragged Shareholder, except in respect of fraud or willful misconduct by such Dragged Shareholder.

The drag-along rights set forth in this Section 11 shall take precedence over, and shall not be subject to, the right of first refusal provisions of Section 10 or the tag-along provisions of Section 12.

If any Dragged Shareholder fails to comply with its obligations under this Section 11, the Company and the Dragging Shareholders are hereby irrevocably authorized to execute all necessary documents and take all necessary actions on behalf of such Dragged Shareholder to effect the Transfer of its Shares.

If any Shareholder (the "Transferring Shareholder") proposes to Transfer any Shares to a bona fide third-party purchaser (other than a Permitted Transferee) and such Transfer is not subject to Section 11, each other Shareholder (each a "Tag-Along Shareholder") shall have the right to participate in such Transfer, on the same terms and conditions as those applicable to the Transferring Shareholder, in accordance with this Section 12.

Following the expiration of the ROFR Period under Section 10 without exercise of the right of first refusal with respect to all of the Offered Shares, the Transferring Shareholder shall promptly deliver a written notice (the "Tag-Along Notice") to each Tag-Along Shareholder, specifying the terms of the proposed Transfer and inviting such Tag-Along Shareholder to participate therein.

Each Tag-Along Shareholder may elect to participate in the proposed Transfer by delivering a written notice to the Transferring Shareholder within [number] Business Days of receipt of the Tag-Along Notice, specifying the number of Shares (up to its full pro rata entitlement) that it wishes to include in the Transfer.

The maximum number of Shares that a Tag-Along Shareholder may include in the Transfer shall be the number equal to the total number of Shares proposed to be Transferred multiplied by a fraction, the numerator of which is the number of Shares held by such Tag-Along Shareholder and the denominator of which is the aggregate number of Shares held by the Transferring Shareholder and all participating Tag-Along Shareholders.

If one or more Tag-Along Shareholders elect to participate, the number of Shares to be Transferred by the Transferring Shareholder shall be reduced accordingly, such that the total number of Shares to be purchased by the third-party transferee remains unchanged.

If the third-party transferee refuses to purchase Shares from any Tag-Along Shareholder validly exercising its tag-along right, the Transferring Shareholder shall not be entitled to proceed with the proposed Transfer.

The liability of each Tag-Along Shareholder in connection with such Transfer shall be several (and not joint), limited to the consideration received by it, and otherwise subject to the same terms as the Transferring Shareholder, save in respect of its own fraud or willful misconduct.

A "Deadlock" shall be deemed to have occurred if (i) a resolution of the Board or the Shareholders in respect of a Reserved Matter or any other matter requiring approval under this Agreement fails to be passed at two consecutive duly convened meetings by reason of the lack of required votes or a quorum failure caused by the same Shareholder or director; or (ii) the Shareholders are otherwise unable to agree on a matter of fundamental importance to the Company.

Upon the occurrence of a Deadlock, any Shareholder may serve a written notice (the "Deadlock Notice") on the other Shareholders and the Company, describing the matter in dispute and requesting that the Deadlock be escalated for resolution in accordance with this Section 13.

Within [ten (10)] Business Days of the Deadlock Notice, each Shareholder shall nominate one senior representative (being, in the case of a corporate Shareholder, a member of its executive management, and in the case of an individual Shareholder, such Shareholder personally or a designated advisor), who shall meet in good faith and endeavor to resolve the Deadlock within [twenty (20)] Business Days.

If the senior representatives fail to resolve the Deadlock within the period specified above, the Shareholders shall submit the matter to non-binding mediation administered by a mediator jointly agreed upon by the Shareholders or, failing agreement within [ten (10)] Business Days, appointed by the American Arbitration Association, with mediation to be held in [City, State].

The costs of mediation shall be borne equally by the Shareholders, and each Shareholder shall bear its own legal and advisory costs.

During the pendency of any Deadlock resolution process under this Section 13, the Company shall continue to operate in the ordinary course of business, and the Shareholders shall refrain from taking any action that would exacerbate the Deadlock or prejudice the ability of the parties to resolve it amicably.

If the Deadlock remains unresolved following mediation, the Shareholders may consider, by mutual agreement, invoking the exit provisions set forth in Section 14 or, failing such agreement, submitting the matter to dispute resolution in accordance with Section 18.

The Shareholders agree that it is their mutual objective to achieve an exit from their investment in the Company (an "Exit Event") within [number] years following the date of this Agreement, through either (i) a trade sale, being the sale of all or substantially all of the Shares or of the business and assets of the Company to a bona fide third-party purchaser (a "Trade Sale"); or (ii) an initial public offering of the Shares on a recognized stock exchange (an "IPO").

The Board shall, at such time as it considers appropriate (and in any event upon the written request of Shareholders holding not less than [●]% of the issued and outstanding Shares), engage reputable financial advisors and legal counsel to evaluate and pursue potential Exit Events, and the costs of such engagement shall be borne by the Company.

In connection with any proposed Trade Sale, the Shareholders shall cooperate in good faith to facilitate the transaction, including by making available such information and granting such access to the Company as prospective purchasers may reasonably require (subject to appropriate confidentiality undertakings), and shall vote their Shares in favor of such Trade Sale if approved in accordance with Section 7.

A "Qualified IPO" shall mean an underwritten initial public offering of the Shares on [a nationally recognized U.S. stock exchange or such other exchange as the Shareholders may approve], raising aggregate gross proceeds of not less than $[amount] and resulting in a pre-money valuation of the Company of not less than $[amount].

In connection with a Qualified IPO, each Shareholder undertakes to: (i) take all actions reasonably required to effect the IPO, including the restructuring of the Company's share capital; (ii) enter into customary underwriting, lock-up and other agreements with the underwriters; and (iii) waive, to the extent reasonably necessary, any rights hereunder that would be incompatible with the IPO.

Upon completion of a Qualified IPO, this Agreement shall automatically terminate in accordance with Section 17, save for such provisions as are expressed to survive termination.

The Shareholders shall endeavor to agree in advance on a reasonable allocation of transaction costs, success fees and advisory expenses in connection with any Exit Event, failing which such costs shall be borne by the Company or allocated pro rata among the Shareholders in proportion to the consideration received by each.

Each party undertakes that it shall at all times keep strictly confidential, and shall not disclose to any third party or use for any purpose other than as expressly permitted hereunder, any Confidential Information. For purposes of this Agreement, "Confidential Information" means all information of a confidential or proprietary nature relating to the Company, the Business, this Agreement or any other party, howsoever obtained, including financial information, business plans, customer and supplier lists, trade secrets, know-how and the existence and contents of this Agreement.

The obligations of confidentiality set forth in this Section 15 shall not apply to information which: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was lawfully in the possession of the receiving party, without any obligation of confidentiality, prior to its disclosure; (iii) is lawfully received from a third party under no obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the Confidential Information.

A party may disclose Confidential Information: (i) to its directors, officers, employees, professional advisors and lenders who have a legitimate need to know such information and who are bound by equivalent obligations of confidentiality; (ii) to the extent required by applicable law, regulation or order of any competent court or regulatory authority (provided that the disclosing party gives prompt notice to the other parties, where lawful, so as to permit them to seek a protective order); and (iii) with the prior written consent of the party to whom the information relates.

Each party shall implement and maintain reasonable and appropriate technical and organizational measures to safeguard Confidential Information from unauthorized access, use or disclosure.

Upon termination of this Agreement in respect of any party, such party shall, at the request of the Company, promptly return or destroy (at the Company's option) all Confidential Information in its possession, save for one archival copy retained for compliance purposes.

The obligations of confidentiality set forth in this Section 15 shall survive the termination of this Agreement for a period of [five (5)] years and, in respect of trade secrets, indefinitely.

Each party acknowledges that monetary damages may be inadequate to remedy a breach of this Section 15 and that the other parties shall be entitled to seek injunctive relief and other equitable remedies in respect of any threatened or actual breach, without the requirement to post bond or prove actual damages.

Each Shareholder represents and warrants to each other Shareholder and to the Company, as of the date of this Agreement, that: (i) it has the full right, power, authority and capacity (and, in the case of a corporate Shareholder, has obtained all necessary corporate approvals) to enter into and perform this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms; and (iii) the execution and performance of this Agreement does not and will not conflict with or breach any applicable law, order, judgment or contractual obligation binding upon it.

Each Shareholder further represents and warrants that it is the sole legal and beneficial owner of the Shares shown against its name in Section 3, free and clear of all liens, encumbrances and third-party rights, and that there are no agreements, arrangements or understandings in relation to such Shares other than this Agreement.

Each corporate Shareholder represents and warrants that it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and that it has not entered into any insolvency or similar proceedings.

The Company represents and warrants to each Shareholder that: (i) it is duly incorporated, validly existing and in good standing under the laws of the State of [State]; (ii) its issued share capital is as set forth in Section 3; (iii) it has the corporate power and authority to carry on the Business; and (iv) it is not in material breach of any applicable law or contractual obligation.

Each party acknowledges that it has not relied upon any representation, warranty or statement not expressly set forth in this Agreement in entering into this Agreement.

The representations and warranties set forth in this Section 16 shall survive the execution and delivery of this Agreement and shall remain in full force and effect for so long as the party making them remains a party hereto.

Each party shall promptly notify the other parties in writing upon becoming aware of any matter that would render any of its representations or warranties hereunder inaccurate or misleading in any material respect.

This Agreement shall come into force on the date hereof and shall continue in full force and effect until the earliest of: (i) the written agreement of all Shareholders to terminate; (ii) the completion of a Qualified IPO; (iii) the completion of a Trade Sale involving all of the Shares; (iv) the dissolution, liquidation or winding-up of the Company; or (v) the date on which only one Shareholder (together with its Permitted Transferees) remains a party to this Agreement.

This Agreement shall cease to apply as between the remaining parties and any Shareholder who has Transferred all of its Shares in accordance with this Agreement, with effect from the date of registration of such Transfer in the share register of the Company, provided that such former Shareholder shall remain liable in respect of any antecedent breach and shall remain bound by Section 15.

If any Shareholder commits a material breach of this Agreement which is incapable of remedy or which, being capable of remedy, is not remedied within [thirty (30)] days of written notice from any other Shareholder requiring such remedy (a "Defaulting Shareholder"), the non-defaulting Shareholders shall have the right (without prejudice to any other rights and remedies available to them) to require the Defaulting Shareholder to Transfer all of its Shares to the non-defaulting Shareholders (pro rata to their holdings) at a price equal to [●]% of the Fair Market Value of such Shares.

The following events shall also entitle the non-defaulting Shareholders to require a mandatory Transfer of Shares as set forth in the preceding clause: (i) the insolvency, bankruptcy, liquidation or dissolution of a Shareholder; (ii) in the case of a corporate Shareholder, a change of control thereof not approved in accordance with Section 7; and (iii) the conviction of an individual Shareholder of any offense involving fraud or dishonesty.

Termination of this Agreement shall be without prejudice to any rights and obligations of the parties which have accrued prior to such termination, and to any provisions of this Agreement which are expressed, or by their nature are intended, to survive termination (including Sections 15, 16, 17 and 18).

The parties shall take all such actions and execute all such documents as may be reasonably necessary to give effect to the termination of this Agreement in accordance with its terms.

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], United States, without regard to any conflicts-of-laws principles that would require the application of the laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (a "Dispute"), shall, in the first instance, be the subject of good-faith negotiations between the senior representatives of the parties involved, who shall meet within [fifteen (15)] Business Days of a written notice of Dispute delivered by any party.

If the Dispute is not resolved through such negotiations within [thirty (30)] days following the notice of Dispute, the parties shall endeavor in good faith to resolve the Dispute by non-binding mediation administered by a mediator jointly appointed by the parties or, failing agreement, appointed by the American Arbitration Association, with mediation to be held in [City, State].

If the Dispute remains unresolved [thirty (30)] days after the commencement of mediation (or such longer period as the parties may agree), the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, by a panel of [three (3)] arbitrators appointed in accordance with such rules.

The seat and legal place of arbitration shall be [City, State], and the language of the arbitration shall be English. The award of the arbitrators shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, any party shall be entitled to seek interim, provisional or injunctive relief from any court of competent jurisdiction, including without limitation to protect confidential information, enforce restrictions on Transfer, or preserve the status quo pending resolution of a Dispute.

The prevailing party in any Dispute shall be entitled to recover its reasonable attorneys' fees and costs of arbitration from the non-prevailing party, as determined by the arbitrators.

This Agreement 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 amendment or waiver of any provision hereof shall be effective unless in writing and signed by all parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.