(On Company Letterhead)

SHAREHOLDER AGREEMENT

This Shareholder Agreement ("Agreement") is made on [Date]

Between

[Mr./Ms./M/S… A], residing at [Address], hereinafter referred to as "Shareholder A" (which expression
shall, unless repugnant to the context or meaning hereof, mean and include their heirs, executors,
administrators, and assigns) of the First Part.

And

[Mr./Ms./M/S… B], residing at [Address], hereinafter referred to as "Shareholder B" (which expression
shall, unless repugnant to the context or meaning hereof, mean and include their heirs, executors,
administrators, and assigns) of the Second Part.

Both individually referred to as a "Shareholder" or "Party" and collectively as "Shareholders" or "Parties."

WHEREAS:

A. The Shareholders have agreed to jointly manage a company in India to be incorporated under the
laws of the Companies Act 1956 (hereinafter referred to as the "Company").

B. Both Shareholders have agreed to become Equity Partners by investing in the shares of the
Company, subject to the condition that they shall enter into a Shareholders Agreement in terms of
these presents.

C. The Shareholders wish to record the terms and conditions of their Agreement in writing.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. OPERATION AND CONSTITUTION

a) The Company shall be structured, capitalized, organized, and managed in accordance with the
terms of this Agreement and the Memorandum of Association (MoA) and Articles of Association
(AoA).

b) The Company shall amend the MoA and AoA to ensure that its Constitution is not inconsistent with
the provisions, spirit, and intent of this Agreement.

c) In case of any inconsistency between the provisions of this Agreement and the MoA, AoA, or any
other related document, the terms of this Agreement shall prevail to the extent of such
inconsistency. The Shareholders shall make every effort to resolve any such inconsistency in favor
of the provisions of this Agreement.

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2. NAME, PLACE, AND BUSINESS

a) The Shareholders shall jointly invest in the Company to be named as [Company Name] and
limited by shares under the Companies Act, 1956.

b) The registered office of the Company shall be situated at [Address], or at such other places
as may be mutually agreed upon between the Shareholders in writing.

c) The Company shall engage in the business of [Business Description], either by itself or
through other agencies or company industries, and may engage in any other business as
mutually decided by the Shareholders from time to time. No other business activity shall be
undertaken by the Company without the consent of both Shareholders.

3. SHARE CAPITAL

a) The authorized share capital of the Company is Rs. [Amount] (Rupees [In Words] only)
consisting of [Number] equity shares of Rs. [Amount] (Rupees [In Words]) each.
b) Shareholder A's subscription to the authorized share capital of the Company shall be
[Number] equity shares of Rs. [Amount]/- (Rupees [In Words]) each, and Shareholder B's
subscription shall be [Number] equity shares of Rs. [Amount]/- (Rupees [In Words]) each.
c) There shall be no further issuance of capital without the consent of both Shareholders, and
any further investment shall be as mutually agreed upon in writing.

4. DIRECTORS

a) The Board of Directors ("Board") of the Company shall consist of Shareholder A and
Shareholder B.
OR The Board of Directors ("Board") of the Company shall not be less than two (2) and not more
than six (6) directors, initially fixed at four (4) directors.

b) Each Shareholder shall have the right to nominate two (2) Additional Directors onto the
Board. Both Shareholders shall be entitled to remove any of their representatives on the
Board by written notice to the other party and appoint another in their place.
c) The day-to-day management of the Company shall be looked after by a Managing Director
unanimously appointed by the Board.
d) The quorum for a meeting of the Board will consist of two (2) Directors. If a quorum is not
present on the meeting date, the meeting will automatically stand adjourned and
reconvened seven (7) days later, with the Directors present constituting a valid quorum.
e) The position of Chairperson of the Company shall be held by Shareholder A or a nominee of
Shareholder A. The Chairman of the Board shall also chair all general meetings of the
Company.

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5. VOTING

The Shareholders shall jointly and severally vote and act as members of the Company and with respect to
the shares of the Company held by them to ensure that the Directors of the Company are appointed and
maintained in office in accordance with the provisions of this Agreement. In case of non-compliance, the
Shareholders agree to take prompt action to rectify any breach of this Agreement.

6. AUDITORS

a) The Auditors of the Company shall be M/s. [Audit Firm Name].

b) The Auditors of the Company shall not be changed without the prior written consent of
both Shareholders or the Directors.

7. SHARE SALE OR TRANSFER

a) Any sale or transfer of shares in the Company by either party shall be as provided in Clause 7

b) If either Shareholder desires to sell or transfer their shares, they shall first offer the shares in
writing to the other Shareholder. If the offer is not accepted within fifteen (15) days, the offering
Shareholder may then sell the shares to any other person of their choice at the same price and
terms as the initial offer. The procedure shall be repeated if necessary for subsequent sales.

8. WORKING CAPITAL

Shareholder A will bring in further working capital to run an F & B Unit(s) at [Address]. [Bank Name] has
advanced loans of about Rs. [Amount] to the Company, which Shareholder B will be bringing further funds
of up to Rs. [Amount] to repay the loan. The balance Rs. [Amount] has been secured with collateral
provided by Shareholder B. Shareholder B shall be entitled to interest at the rate of [Interest Rate] per
annum on the sums brought in by them or their Associates/concerns/businesses.

9. CONFIDENTIALITY

The Shareholders agree not to disclose any trade or business secrets or other confidential information
pertaining to the business, affairs, or transactions of each other, the Company, or their clients or customers
to any third party.

10. COVENANTS

Both Shareholders jointly and severally undertake to ensure that they, their representatives, proxies, and
agents representing them at general meetings of the Company exercise their votes in accordance with the
provisions of this Agreement. If any resolution contrary to this Agreement is proposed, the Shareholders

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agree to vote against it and, if necessary, convene an extraordinary general meeting to implement the
terms of this Agreement.

11. TERMINATION

This Agreement shall remain in effect until terminated upon the occurrence of any of the following events:

a) Bankruptcy or insolvency of any Shareholder.

b) Appointment of a trustee or receiver to take over the assets of any Shareholder.

c) Voluntary or involuntary dissolution or winding up of the Company or a resolution for its winding
up.

d) Breach of this Agreement by either

Shareholder and failure to rectify the breach within [Number] days of written notice from the other
party.

12. MODIFICATIONS AND ALTERATIONS

No modification or alteration of this Agreement or any of its terms or provisions shall be valid or binding on
Shareholder A and/or Shareholder B unless made in writing and duly signed by both.

13. TRANSFER OF AGREEMENT

This Agreement is personal to Shareholder A and Shareholder B and shall not be transferred or assigned in
whole or in part by either party without the prior written consent of the other.

14. JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [State], India. The
Parties hereby submit to the sole and exclusive jurisdiction of the Courts at [Place] in respect of any dispute
or matter arising out of or in connection with this Agreement.

15. ARBITRATION

Any dispute or difference arising between the Shareholders concerning this Agreement shall be referred to
arbitration. The arbitration shall be held in [Place] unless otherwise agreed in writing, in accordance with
the provisions of the Arbitration and Conciliation Act, 1996.

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16. NOTICE

All approvals, consents, and notices required to be given or served hereunder by either Party to the other
shall be deemed to be given if delivered, left, or sent by international courier, registered airmail, or by
facsimile to the respective addresses mentioned below:

(i) If to Shareholder A: (ii) If to Shareholder B:

[Address] [Address]

17. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the Parties on the subject matter hereof and
supersedes all prior agreements, arrangements, or understandings, whether oral or in writing, between the
Parties.

IN WITNESS WHEREOF, the parties hereto have executed these presents on the day and year first above
written.

SIGNED AND DELIVERED by

[Mr./Ms./M/S… A]

in the presence of

SIGNED AND DELIVERED by

[Mr./Ms./M/S… B]

in the presence of

[Signature of Shareholder A] [Signature of Shareholder B]

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