Sha Temple

Appendix 3: Sample Shareholder Agreement

(1) DOUGLAS LIMITED (2) Shareholder 2 (3) Shareholder 3 (4) Company 4 (5) VCPE Fund I Limited Partnership (6) VCPE Fund II Limited Partnership

SHAREHOLDERS AGREEMENT

Douglas Cumming and Sofia Johan, Venture Capital and Private Equity Contracting, Appendix 3 (Elsevier, 2009)

CONTENTS Subject 1 2 3 4 5 6 7 8 9 10 11 12 Definitions and interpretation Board of directors Business management and staff Share transfers Restricted transfers Pre Emption Rights Mutual undertakings concerning the Company Release on transfers of shares to third parties Commencement and termination Deadlock Representations and warranties Ancillary provisions

SCHEDULES 1 2 Articles Major decisions

Douglas Cumming and Sofia Johan, Venture Capital and Private Equity Contracting, Appendix 3 (Elsevier, 2009)

AGREEMENT

BETWEEN :

(1)

DOUGLAS LIMITED, a Company incorporated in [•], having its registered office at [•] ("Company"); Shareholder 2, whose principal address is [•] ("S2"); Shareholder 3, whose principal address is [•] ("S3"); Company 4, a Company incorporated in [•], having its registered office at [•]; ("Co4"); VCPE Fund I Limited Partnership, a Company incorporated in [•], having its registered office at [•]; ("VCPE1") VCPE Fund II Limited Partnership, a Company incorporated in [•], having its registered office at [•]; ("VCPE2")

(2) (3) (4)

(5)

(6)

1

DEFINITIONS AND INTERPRETATIONS In this agreement, unless inconsistent with the context or otherwise defined:

1.1

the following expressions have the following meanings: "Accounting Date" "Affiliated Companies" 31st December in relation to any company, the ultimate holding company of such company, and any company in which such holding company holds or controls not less than 20% of the issued share capital; this agreement (and schedules) as varied from time to time pursuant to its terms; the articles of association of the Company

-1Sample Shareholder...