Sample Unanimous Shareholder Agreement

(a) The founders agree that, as long as they are employed by the company, they devote their full time and attention to the company and enter into a management contract with the company. While they are employed and for a period of two years after the termination of their duties as employees of the company, they will not carry out directly competing activities. (c) In the event of death or permanent disability (defined as inability to fulfil one`s obligations), 10% of all unassed shares are transferred immediately to the estate of the deceased. The Company, if requested from the estate of the deceased, will purchase all the unshakable shares of the estate of the Deceased at a price corresponding to the last valuation of the Company agreed in accordance with Schedule B, provided that adequate key insurance is available for this purpose. Otherwise, the estate of the deceased may offer the shares under this agreement. PandaTip: This model shareholder agreement defines the conditions under which company shareholders interact with each other and what happens if one or more wish to withdraw from the business or if something happens that requires a shareholder to exit or close the company. List of all parties to this Agreement, including their names, addresses and number of shares held in the company. (This full section simply allows a shareholder to sell his shares to other shareholders, otherwise he can sell them to other parties – with conditions!) 2.1 Governance (a) The Company is governed by a Board of Directors (the “Board of Directors”) appointed by the shareholders in accordance with this Agreement. 3.7 Any offer to purchase shares of a foreign national must include the condition that the foreign national agrees to become a party to the agreement, in accordance with the purchase of the shares. These steadfast provisions are: 1.19 “this Agreement”, “here”, “below”, “below”, “this” and similar expressions refer to this Agreement and not to any specific section, subsection, paragraph or other part of this Agreement. (The above gives shareholders some firepower in case a useless nominee is appointed. Initially, this should not be a problem, given that shareholders also act as directors.) 3.9. Employment of shareholders.

Shareholders may be employed as senior managers of the enterprise as long as they hold shares in the enterprise, carry out their activities and satisfactorily fulfil their obligations and responsibilities under this Agreement, the articles of association and the statutes of the enterprise. The title, duties and other terms and conditions of employment, including the annual salary, are set out in a separate document and both must be approved and may only be changed retrospectively by the unanimous written consent of the shareholders. “CONSIDERING that the parties wish to maintain their agreement on the manner in which the affairs of the undertakings are to be managed and to agree on the conditions under which the securities of the company which, today or subsequently, are held and held by them are held, transferred and coordinated;” (a) Shareholders may mortgage their shares as security for all loans they have taken out, provided that the pledge holder enters into a written agreement, provided that the pledge holder is subject to all the terms of this agreement. . . .

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