SHAREHOLDERS’ AGREEMENT

This Shareholders’ Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”)

AMONGST

{{f2_name_of_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address_of_company}} (“Company”);

AND

The shareholders of the Company listed below (each a “Shareholder” and collectively the “Shareholders”):

(a) {{f4_name_of_shareholder_1}}, having its address at {{f5_address_of_shareholder_1}};
(b) {{f6_name_of_shareholder_2}}, having its address at {{f7_address_of_shareholder_2}};
(and such other shareholders as may be parties hereto from time to time).

The Company and the Shareholders are hereinafter collectively referred to as the “Parties”.

1. DEFINITIONS AND INTERPRETATION

1.1. “Act” means the Companies Act, 2013 and rules made thereunder.

1.2. “Shares” means the equity shares of the Company having face value of {{f8_face_value_of_shares}} each.

2. PURPOSE

2.1. This Agreement sets out the rights, obligations, and inter se arrangements of the Shareholders in relation to the Company, its management, ownership, and transfer of Shares.

3. SHARE CAPITAL AND SHAREHOLDING

3.1. The authorised share capital of the Company is {{f9_authorised_share_capital}}.

3.2. The issued and paid-up share capital of the Company is {{f10_paid_up_share_capital}}.

3.3. The shareholding pattern as on the Effective Date shall be as set out in {{f11_shareholding_details_schedule}}.

4. BOARD OF DIRECTORS AND MANAGEMENT

4.1. The Board of Directors shall consist of {{f12_number_of_directors}} directors.

4.2. The right to nominate directors shall be as follows: {{f13_director_nomination_rights}}.

4.3. Day-to-day management shall vest with {{f14_management_structure}}.

5. RESERVED MATTERS

5.1. The Company shall not undertake any of the following actions without prior written consent of {{f15_consenting_shareholders_percentage}}:
(a) alteration of share capital;
(b) amendment of charter documents;
(c) merger, acquisition, or sale of substantial assets;
(d) declaration of dividends; and
(e) such other matters as set out in {{f16_list_of_reserved_matters}}.

6. TRANSFER OF SHARES

6.1. Shares shall be subject to transfer restrictions including:
(a) right of first refusal – {{f17_rofr_terms}};
(b) tag-along rights – {{f18_tag_along_terms}}; and
(c) drag-along rights – {{f19_drag_along_terms}}.

6.2. Any transfer shall be in compliance with Applicable Law and this Agreement.

7. LOCK-IN

7.1. The Shareholders shall be subject to a lock-in period of {{f20_lock_in_period}} from the Effective Date, except as permitted herein.

8. DIVIDEND POLICY

8.1. Dividend distribution shall be in accordance with the Act and {{f21_dividend_policy_details}}.

9. CONFIDENTIALITY

9.1. Each Party shall maintain confidentiality of all non-public information relating to the Company.

9.2. Confidentiality obligations shall survive termination for {{f22_confidentiality_survival_period}}.

10. NON-COMPETE AND NON-SOLICIT

10.1. The Shareholders shall not engage in competing business for {{f23_non_compete_period}} within {{f24_non_compete_territory}}, subject to applicable law.

11. EXIT RIGHTS

11.1. Exit rights of the Shareholders shall include {{f25_exit_mechanisms}}, subject to Applicable Law.

12. REPRESENTATIONS AND WARRANTIES

12.1. Each Party represents that it has full power and authority to enter into this Agreement.

13. INDEMNITY

13.1. Each Party shall indemnify the other Parties against losses arising out of breach of this Agreement or misrepresentation.

14. TERM AND TERMINATION

14.1. This Agreement shall remain in force for {{f26_term_of_agreement}}, unless terminated earlier.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. This Agreement shall be governed by and construed in accordance with the laws of India.

15.2. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be {{f27_city_india}}, and the proceedings shall be conducted in English.

15.3. Subject to arbitration, courts at {{f28_city_india}} shall have exclusive jurisdiction.

16. SEVERABILITY

16.1. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding among the Parties and supersedes all prior arrangements.

18. AMENDMENT AND WAIVER

18.1. Any amendment or waiver shall be valid only if made in writing and signed by all Parties.

19. EXECUTION

19.1. This Agreement may be executed in counterparts and electronically.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Company
Name: {{f29_name}}
Designation: {{f30_designation}}
Signature: _______________________
Date: {{f31_date}}

For the Shareholder(s)
Name: {{f32_name}}
Signature: _______________________
Date: {{f33_date}}

Shareholders’ Agreement

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