Shareholders' Agreement for a Private Company Limited by Shares

SHAREHOLDERS' AGREEMENT

for a Private Company Limited by Shares

This DEED is made on ________ between the following parties:

1. PARTIES:

A. ________ of:

________

B. ________ of:

________

(together called 'the Shareholders' and individually 'Shareholder')

The Shareholders have AGREED and do HEREBY AGREE as follows:

2. SHARE CAPITAL

A. ________ LIMITED is a private company limited by shares incorporated in England and Wales with Company No ________ ('the Company') and with its registered address at:

________

B. ________ LIMITED has an issued share capital of ________ ordinary shares of £________ each, owned immediately prior to completion of this agreement in the following proportions:

I. ________ - ________ shares

II. ________ - ________ shares

3. ISSUE OF SHARES

A. Within 14 days of this agreement (or such other day as the Shareholders agree) each of the Shareholders shall deliver to the Company:

I. a letter of application in the form set out in the Schedule entitled "Application for Issue of Shares" for the issue to him at par value of the number of shares in the capital of the Company set out in the Schedule entitled "Agreed Issue of Shares";

II. a cheque payable to the Company for, or electronic transfer of, the subscription money due in respect of the shares applied for by him or, where the shares are being issued in return for assets provided by the Subscriber as specified in the Schedule entitled "Agreed Issue of Shares", the applicable contract, deed or other legal document transferring title in the said asset to the Company.

B. If any Shareholder fails to apply for and pay or transfer relevant assets for their shares as specified in this Part they shall be in default of the agreement and any non-defaulting SubscriberShareholder shall be entitled to determine this agreement.

C. If the Company fails to issue and register shares to any Shareholder, any Shareholder shall be entitled to determine this agreement.

4. TRANSFER OF SHARES

A. Within 14 days of this agreement (or such other day as the Shareholders agree) the following Shareholders (the "Transactors") will effect the following sale of shares (the "Sales"):

________

B. Within 14 days (or such other day as the Shareholders agree) of the Sales having been completed the Transactors will notify the company of the change in ownership of the shares sold and request that the transfers be registered accordingly.

C. If the Company fails to register the transfer of any shares any Shareholder shall be entitled to determine this Agreement.

5. SHARE CAPITAL AFTER EXECUTION OF THIS AGREEMENT

Following the execution of the transfers and issue of capital to be effected in accordance with this agreement the Company's share capital will be owned in the proportions set out in the Schedule entitled "Share Capital After Execution of this Agreement".

6. DIRECTORS

A. ________ shall be entitled under this agreement to remain managing director of the Company for so long as they remain the beneficial owner and registered holder of shares in the Company. They shall exercise the normal functions and have the normal responsibilities of such office including the day-to-day conduct of the management and affairs of the Company subject only to the directions of the board of directors of the Company and to the provisions of this agreement.

B. The Shareholders shall continue to support any Shareholder named in this part to be or remain as a director or managing director (and shall oppose their dismissal) unless and until:

I. they have ceased to comply with the shareholding qualification referred to above,

II. they are in breach of this agreement,

III. they are guilty of conduct justifying their summary dismissal at common law, or

IV. their employment with the Company is otherwise terminated in accordance with their terms of employment with the Company

C. The Shareholders agree that they will support the position that there shall be no more than ________ director of the Company at any time.

7. VOTING

A. Each shareholder within the company shall exercise their voting rights independently and with full individual autonomy, as they seem fit.

8. LOANS

A. Within 14 days of this agreement (or such other day as the Shareholders agree) any such Shareholders who are parties to the lending agreement attached will make loans to the Company in accordance with the terms of the said agreement.

9. GUARANTEE

Within 14 days of this agreement (or such other day as the Shareholders agree) any such Shareholders who are parties to the guarantee agreement attached will provide guarantees to the Company in accordance with the terms of the said agreement.

10. DIVIDEND

A. The Shareholders shall distribute dividends equally among each other. Dividends shall be distributed yearly provided there are sufficient profits in the Company.

11. DIRECTORS' SALARY

The Shareholders shall support the following directors being paid the following amounts as salary by the Company:

________

12. CONFIDENTIALITY

Each of the Shareholders covenants and undertakes with the other Shareholders that he shall keep the secrets of the Company and shall not during the period of this agreement or at any time thereafter (except with the consent of the proper officers of the Company or under the authority of the board or the court) divulge or make known to any other person or use for the benefit of himself or any other person, persons or corporation any of the secrets of the Company or any information of a confidential nature relating to any of the customers of the Company or to the businesses (including prospective businesses) from time to time carried on by the Company other than information or knowledge which comes into the public domain otherwise than by reason of his default.

13. NON-COMPETE

A. Each of the Shareholder agrees that, for the duration of this Agreement they shall not directly or indirectly engage in any business or preject that competes with the activities carried out by the Company, or is substantially similar to these undertaken by the Company.

B. This prohibition includes, but is not limited to, starting, investing in, or participating as an employee, consultant, or advisor in any such competing business or project.

14. LOCK-IN

No Shareholder may transfer any of the shares in the Company held by him within ________ of the date of this agreement either to another Shareholder or any other party without the consent of all the other Shareholders.

15. PRE-EMPTION

A. A Shareholder ('Seller') wishing to sell or transfer shares ('the Sale Shares') shall give notice in writing ('the Sale Notice') to the other Shareholders ('the Buyers') stating the proposed price for the Sale Shares and the identity of the proposed buyer.

B. Within 28 days of service of the Sale Notice a majority of the Buyers shall give notice ('the Counter-notice') stating whether or not they accept the proposed sale to the proposed buyer and if they are unwilling to accept the proposed buyer as a new member of the Company then the sale to that person shall not proceed.

C. If the Buyers state in the Counter-notice that they are prepared to buy the Sale Shares then the Seller shall be obliged to sell the Sale Shares at the price specified.

D. If the Buyers state in the Counter-notice that they are unwilling to accept the proposed buyer as a new member of the Company then the fair value of the shares shall be determined and the Buyers shall purchase the Sale Shares (if there are more than one that purchase shall be split between them in equal proportions) at the fair value within 28 days of such being determined by the Company's auditors.

E. The Buyers shall notify the Company that they require the Company's auditors to determine the fair value within 28 days of the Counter Notice.

16. INTERPRETATION

A. In this agreement where any party is required to 'support' a proposal or position that requires them to exercise any powers and/or votes as shareholders or directors to enact such proposal or position, and not to oppose of fail to support any such proposal or position.

B. This agreement represents the entire agreement between the parties hereto and each of the Shareholders acknowledges that save as herein provided he has not entered into this agreement in reliance upon any representation, express or implied, written or oral.

C. The terms of this agreement shall prevail over the provisions of the articles of association of the Company and whenever any difference is identified the Shareholders shall introduce and support all necessary resolutions to amend the provisions of the articles so that such difference ceases to be of any effect.

17. 55825885588 82 828552585

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18. SEVERABILITY

A. 52 5 885582 22 2588 825222222 88 5222528225 82 522 82552 25 22525 822222222 552525822 22 82 52858258 525/25 5222225825882, 252 22525 8855828 22 2588 825222222 8888 82228252 82 222282.

B. 52 522 52858258 525/25 5222225825882 885582 82585 82 858258 25 22225825882 82 2552 22 82 8252 5282225, 2552 2552 8888 82 522225 22 82 5282225, 525 252 5282 22 252 885582 8888 82228252 82 222282 (528288 2552 82585 8222555882 252 88255 822222822 22 252 2552828, 82 85885 8582 252 22285222 22 252 52828522 885582 8888 82 522225 22 82 5282225).

19. GOVERNING LAW AND JURISDICTION

A. This Agreement and any dispute or claim related to it, or connected to it, its subject matter ot formation (including non-contractual disputes or claims) shall be governed by, and interpreted using, the laws of England and Wales.

B. The Parties mutually agree that the courts of England and Wales shall have exclsuive jurisdiction to settle any dispute or claim arising from or related to this Agreement, its subject matter, or creation (inclduing non-contractual disputes or claims).

EXECUTED AS A DEED

SIGNED AS A DEED

_____________________________________
Signature of ________

_____________________________________
Date

_____________________________________
Signature of Witness

_____________________________________
Name of Witness (BLOCK CAPITALS)

Address of Witness: _____________________

_____________________________________

_____________________________________

_____________________________________

_____________________________________

_____________________________________
Signature of ________

_____________________________________
Date

_____________________________________
Signature of Witness

_____________________________________
Name of Witness (BLOCK CAPITALS)

Address of Witness: _____________________

_____________________________________

_____________________________________

_____________________________________

_____________________________________

Schedule A - Application for Issue of Shares

The Directors
________

Dear Sirs,

________ Ltd (the "Company")

I hereby apply for..........................................Shares in the capital of the Company for cash on the basis of................per share and request you to register the shares in my name. I enclose a cheque for the value of................in respect of the said shares.

I acknowledge that my application is made on the basis that I will hold any such shares allotted to me subject to the Memorandum and Articles of Association of the Company.

Yours faithfully,

...........................................

(Applicant Name)

Dated...............

Schedule B - Agreed Issue of Shares

Please detail the agreed issue of shares including details of each person to whom shares are being issued and the number of shares of each class that will be issued to them.

Schedule C - Share Capital After Execution of this Agreement

Please detail the future ownership of the company including details of each owner and the number of shares of each class that they will own following any issue/transfer of shares to be carried out following this agreement.