SHAREHOLDERS’ AGREEMENT

XXXXXXXXX-YYYYYYYYYYYY WWWW

-and-

YYYYYYYYYYYYYYYYYYYYYYYY
(XXXXXXXXX)

-and-

ZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZ
(YYYYYYYYYYYY)

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THIS AGREEMENT is made this …………. Day of ……………………. 2022 (“Effective
Date”).

BETWEEN

×××××××××××× of, ________________________________________ (hereinafter referred to as

the “xxxxxxxxxxxxxxxxxx” which expression shall be deemed to include its permitted assigns)
of the first part;

AND
yyyyyyyyyyyyyyyyyyyy of, ________________________________________ (hereinafter
referred to as “XXXXXXXXX” which expression shall be deemed to include its permitted
assigns) of the second part;

AND

zzzzzzzzzzzzzzzzzzzzzzzzzzzz of, ________________________________________ (hereinafter

referred to as “YYYYYYYYYYYY” which expression shall be deemed to include its permitted
assigns) of the third part.

WHEREAS:

1. XXXXXXXXX is desirous of developing, constructing, operating, managing and

investing in the business of affiliate marketing, torturing of coding _________________-,
__________________, _______________________ (hereinafter referred to as the
“Project”);

2. YYYYYYYYYYYY and zzzzzzzzzzzzzzzzz are desirous of collaborating with

XXXXXXXXX in the development of the Project and has expressed its intention to
provide the requisite finance for the execution of the Project;
3. Accordingly, the Shareholders have agreed to subscribe for shares in the Company, enter
certain commitments and to regulate the exercise of their rights in relation to the
Company in the manner set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 Definitions
In this Agreement, where the context admits:

“Articles” means the Articles of Association of the Company;

“Auditors” means a qualified and registered accountant, or firm of accountants, with the
required and valid practising certificate to act as government approved public accountant
in Nigeria, being the auditors of the Company;

“Board” means the board of Directors or the Directors present at a duly convened
Meeting of the Directors at which a quorum is present;

“Business” or “Project” means the joint development, operation, management,

constructing, and investing in the business of affiliate marketing, torturing of coding
_________________-, __________________, _______________________

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 “Deed of Adherence” means the deed of adherence in the form and manner specified in
Annexure A.

“Directors” means the directors for the time being of the Company (and “Director” shall
be construed accordingly);

“Financial Year” means any accounting reference period of the Company;

“Parties” means the parties to this Agreement (and “Party” shall be construed
accordingly);

“Quorum” means a quorum in line with Company Regulations in India.

“Relevant Proportion” means in respect of each Shareholder, the proportion that the paid
up issued Shares beneficially owned by that Shareholder, bears to the aggregate paid up
issued Shares in the capital of the Company;

“Shares” means ordinary shares of $1 each in the capital of the Company (and “Share”
shall be construed accordingly);

“Shareholders” means XXXXXXXXX, YYYYYYYYYYYY and

zzzzzzzzzzzzzzzzzzzz(for so long as they shall respectively hold any Shares) and any
other person for the time holding any Shares as a consequence of a transfer thereof (and
“Shareholder” shall be construed accordingly);

“Subscription Shares” means the [60%, 20% and 20% (each for other shareholders)]
new Shares to be issued and allotted by the Company to XXXXXXXXX ,
YYYYYYYYYYYY and zzzzzzzzzzzzzzzzz respectively pursuant to this Agreement;

“Warranties” means the warranties and representatives set out in the second schedule.

1.2 Construction
In this Agreement, where the context admits:

1.2.1. references to clauses are to clauses of this Agreement and references to sub-
clauses are to sub-clauses of the clause in which the reference appears.
1.2.2. references to any document being “in the agreed form” are so that document in the
form signed on behalf of the parties for identification; and
1.2.3. general words shall not be given a restrictive meaning by reason of the fact that
they are followed by particular examples intended to be embraced by the general
words.

1.3 Headings
The headings and sub-headings are inserted for convenience only and shall not affect the
construction of this Agreement.

2. CAPITALIZATION OF THE COMPANY

2.1. Issued and Authorised Shares

2.1.1. The Company shall have an authorized share capital of $ 10,000 divided into
10,000 ordinary shares of $ 1 each.
2.1.2. Subject to the provisions contained in this Agreement and the Memorandum and
Articles of Association of the Company, the share capital of the Company shall be
held in the following proportions by the Shareholders:

Shareholder Number of Shares Percentage of Shares

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 XXXXXXXXX 6,000 Shares 60%
YYYYYYYYYYYY 2000 Shares 20%
ZZZZZZZZZZZZZ 2000 Shares 20%

2.1.3. In consideration of the Shares allotted under clause 2.1.2, YYYYYYYYYYYY

and ZZZZZZZZZZZ shall contribute a minimum sum of $2,000. (Two Thousand
US Dollars) towards the Project, while XXXXXXXXX shall be responsible for
the setting up of the company and the requisite permits for the execution of the
Project.
2.1.4. In addition to clause 2.1.3 above, Parties agree to fulfil their respective obligations
under this Agreement.
2.1.5. The Shareholders agree that, subject to the provisions contained in this Agreement
and the Memorandum and Articles of Association of the Company, and unless
otherwise agreed to by the Shareholders in writing:

2.1.5.1. where the issued share capital of the Company is to be increased at any
time, the new shares shall be issued in such manner as to maintain the
proportions set out in clause 2.1.2 above; and
2.1.5.2. where the issued share capital of the Company is to be increased at any
time, each Shareholder shall have the right to subscribe, subject to and
in the manner detailed below, for and acquire up to that number of
shares so as to enable each Shareholder maintain its proportionate
interest in the Company as set out in clause 2.1.2;

3. MUTUAL UNDERSTANDING

3.1. In order for the development of the Project to kick-off as soon as practicable, the Parties
shall cause the following events to occur:

2.1.1 The execution of this Agreement and the passing at a duly convened and held
general meeting of the Company, a resolution to approve the executed
Agreement, and all ancillary Annexures and documents relating hereto; and
2.1.2 XXXXXXXXX, YYYYYYYYYYYY and ZZZZZZZZZZZZZ to subscribe
and fully pay up (either in cash or consideration, as stated under this
Agreement) for the Shares distributed in the share capital of the Company, both
parties shall procure a meeting of the Board of the Company to be held at
which:
i. a resolution shall be passed to approve the issue and allotment to
XXXXXXXXX, YYYYYYYYYYYY and ZZZZZZZZZZZZZ of the
Subscription Shares, together with the relative share certificates, and to
register, in the register of members, XXXXXXXXX ,
YYYYYYYYYYYY and ZZZZZZZZZZZZZ as the holder of the
Subscription Shares;

2.1.2.1 Both parties shall each deliver to the Company, resolutions passed at a duly
held board meeting of their respective companies authorising the execution of
this Agreement and any other ancillary documents.

4. GOVERNANCE OF THE COMPANY

4.1. Number of Directors

4.1.1. The Board shall be constituted by no more than seven (7) Directors. This
number may be changed by agreement in writing or by a resolution passed
by the Board.

4.2. Management of the Company

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 4.2.1. The Company and its affairs shall be under the overall management of the
Board, which shall be responsible for determining the overall policies and
objectives of the Company. Meetings of the Board and the Company shall
be convened and held at such times and places as the Board shall resolve and
decide. Matters arising at any meeting of the Board shall be decided by a
majority of votes and each Director shall be entitled to one vote.

4.2.2. In the event of a tie, the Chairman shall have a casting or a second vote at any
meeting of the Board or at any meeting of the Shareholders.

4.3. Appointment of Chairman and Managing Director

4.3.1. XXXXXXXXX or his nominee shall be appointed as the Chairman of the
Company. The Chairman shall draw such remuneration as is approved by the
Board. The Chairman shall be ex-officio Chairman at the general meetings of the
Company in accordance with applicable provisions of the company regulation. At
all Board Meetings, if the Chairman is present, he shall preside, and in his
absence, the Board may elect one of its members to be the Chairman for that
meeting.

4.4. Shareholders’ Meetings

4.4.1. Quorum
The quorum for shareholders’ meeting shall be by simple majority entitled to attend
and vote at a meeting of the Company, whether present in person or by proxy.

4.4.2. Location of Meetings

4.4.2.1. The location of meetings shall be as stated in the Notice of Meeting.

4.4.2.2. Meetings may be convened through vocal conference. Meetings convened

through voice conferences shall be deemed as valid meetings provided that
the resolution(s) arising therefrom are properly drawn out and signed by the
Chairman and Company Secretary and the minutes of such meetings are
circulated and filed accordingly.

4.5. Board Meetings

4.5.1. The Board shall meet not less than once every three (3) months from the date
of execution of this Agreement.

4.5.2. A notice and an agenda of the business to be conducted by the Board at such
meeting, a copy of any documents to be discussed at such meeting shall be
sent by or on behalf of the Board to all Directors not less than Fourteen (14)
calendar days prior to the date fixed for any such meeting.

4.5.3. The meeting of Directors need not be physical and in one venue.
Communication and deliberation through means of the Internet and intranet,
and through other electronic telecommunication medium shall be deemed as
valid meeting provided that notice of such meeting shall be properly
communicated at least fourteen (14) calendar days before such meeting, such
timeframe may be waived by a majority of members entitled to attend the
meeting in writing.

4.5.4. At all Board meetings if the Chairman of the Board is present he shall
preside, and in his absence, the Board may elect one of its members to be the
Chairman for that meeting.

4.5.5. The quorum for any Board meeting shall be simple majority present at the
commencement of, and throughout the meeting.

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 4.5.6. Subject to the provisions of the Act, in addition to the powers of the Board to
pass Written Resolutions, the Board may pass resolutions by email. The
Directors shall be required to convey their approval or disapproval of the
circulated resolution to the secretary within 7 (seven) calendar days of the
receipt of the resolution. If no communication is received by the secretary
from any Director within the said period of 7 (seven) business days from the
date of circulation of the resolution, such Director will be deemed to have
approved the resolution.

4.5.7. A resolution in writing, approved by all the Directors for the time being
entitled to receive notices of meetings of the Directors shall be as valid and
effective for all purposes as a resolution passed by the Directors at a meeting
duly convened.

5. PROTECTIONS

5.1. Positive Commitments

The Company hereby agrees to:
5.1.1. carry on and conduct the Business and its affairs:
5.1.1.1. in a proper and efficient manner for its own benefit;
5.1.1.2. in accordance with the Company’s annual budget approved by the
Board from time to time;
5.1.1.3. on arm’s length commercial terms;

5.1.2. at all times maintain in connection with the Business:

5.1.2.1. all governmental or other consents and approvals in full force and
effect;
5.1.2.2. accurate and complete accounting and other financial records in
accordance with the requirements of all applicable laws and generally
accepted accounting principles applicable in ------- and therein make
true and complete entries of all its dealings and transactions of and in
relation to the Business;

5.2. Restrictions
The Company hereby agrees that it will not except with prior consultation and consent of
the majority shareholders:

5.2.1. change the general nature of the Business;

5.2.2. change or permit to be changed the authorised or issued share or loan capital of the
Company nor grant any option to any person over any share or loan capital of the
Company;

5.2.3. alter the Articles or the memorandum of association of the Company or the rights
attaching to any class of shares therein;

5.2.4. pass any resolution for the winding-up of the Company nor present or cause to be
presented any petition for the winding-up of the Company;

5.2.5. sell, transfer, lease, licence or in any way dispose of all or a material part of the
Business, whether by a single transaction or series of transactions related or not;

5.2.6. borrow any sums or incur any debts in excess of the guidelines laid down in the
Company’s annual budget, as approved by the Board from time to time;

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 5.2.7. create or issue any debenture, mortgage, charge, lien, encumbrance or other
security over any assets of the Company;

5.2.8. declare or pay any dividend or other distribution in respect of any share capital of
the Company;

5.2.9. enter into, terminate or make any material change to any contract or transaction (i)
which is material in the context of the Company’s business, (ii) with any of the
Shareholders or (iii) with any other persons except on normal arm’s length
commercial terms;

5.2.10. commence or discontinue any litigation or arbitration which is material in the

context of the Business.

6. FINANCING AND DIVIDENDS

6.1. Finance Requirements

The Shareholders intend that the financing requirements of the Company shall be met by
any, or a combination of the following:
6.1.1. cash generated from the Business;
6.1.2. loans and investment from YYYYYYYYYYYY.
6.1.3. non-recourse loans from third party lenders;

6.2. Distribution of Dividend

Subject to the circumstances prevailing at the relevant time including, in particular, the
working capital requirements of the Company and the Company’s financial obligations, it
is the intention of the Shareholders that the Company shall distribute by way of dividend
in accordance with the ------------------------ in respect of each financial year such of its
profits as are then lawfully available for distribution and as shall be resolved by the
Board.

7. TRANSFERS OF SHARES

7.1. Transfer of Shares

Subject to Clause 5.2 above, Shareholders shall be entitled during the term of this
Agreement to either sell, transfer, charge, encumber, grant options over or otherwise
dispose of, or of any beneficial interest in, (“sell”) any of the Shares now owned or
hereafter acquired by it under or pursuant to this Agreement in accordance with the
following provisions.

7.2. Transfer Procedure

7.2.1. Every Shareholder (the “Proposing Transferor”) who intends to sell any Shares
shall, before so doing or agreeing so to do, give to the Company notice in writing
(the “Transfer Notice”), specifying the number of Shares it proposes to sell, the
identity and contact details of the proposing transferee and the price per Share at
which such sale is proposed to take place (the “Prescribed Price”). The Board in
writing shall approve the proposing transferee.

7.2.2. Within 5 days of receipt by the Company of the Transfer Notice, all Shares
included in such Transfer Notice shall be offered for purchase at the Prescribed
Price by notice in writing (the “Offer Notice”) to all the Shareholders (other than
the Proposing Transferor) in proportion to their existing holdings of Shares. Any
such Offer Notice shall specify the Prescribed Price and a period (not more than
three (3) months after the date of the Offer Notice) within which such offer must
be accepted or will lapse.
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 7.2.3. If any Shareholder (the “Purchasing Shareholders”) shall within the appropriate
period specified above agree to purchase the Shares comprised in the Transfer
Notice, the Company shall within 5 days of the appropriate period give notice in
writing (the “Sale Notice”) to that effect to the Proposing Transferor and to
Purchasing Shareholders and upon payment of the Prescribed Price, the Proposing
Transferor shall be bound to immediately transfer such Shares to the respective
Purchasing Shareholders accordingly. Every such Sale Notice shall state the name
of each Purchasing Shareholder and the number of Shares agreed to be purchased
by it and the sale and purchase shall be completed at a place and time to be
appointed by the Board being not more than three (3) months after the date of such
Sale Notice. If the Transfer Notice shall state the Proposing Transferor is not
willing to sell only units of the Shares, this sub-clause shall not apply unless the
Company shall have found Purchasing Shareholders for all of such Shares and
(unless as aforesaid) any offer referred to in sub-clause 7.2.2 shall be deemed to
have lapsed without having been validly accepted.

7.2.4. If a Proposing Transferor shall fail or refuse to sell any Shares to a Purchasing
Shareholder, any Director is hereby authorised to execute the necessary transfer
and deliver it on the Proposing Transferor’s behalf and the Company may receive
the purchase money in trust for the Proposing Transferor (which it shall be into a
separate bank account in the Company’s name) and cause the Purchasing
Shareholder to be registered as the holder of such Shares. The receipt by the
Company of the purchase money shall be a good discharge to the Purchasing
Shareholder (who shall not be bound to see the application thereof) and after the
Purchasing Shareholder has been registered in purported exercise of the aforesaid
powers, the validity of the proceedings shall not be questioned by any person.

7.2.5. If at the expiry of the appropriate period specified in sub-clauses 7.2.2 above,
Shareholders shall not have agreed to purchase all the Shares so offered, the
Company shall forthwith give notice in writing thereof to the Proposing Transferor
who shall then be at liberty at any time thereafter up to the expiration of one month
after the giving of such notice to transfer those Shares which Shareholders shall
not have so agreed to purchase to any person approved by the Board on a bona fide
sale at any price not less than the prescribed price, provided that:

7.2.5.1. if the Transfer Notice shall state that the Proposing Transferor is not
willing to transfer only part of the Shares, the subject of the Transfer
Notice, he shall not be entitled hereunder to transfer any of such Shares
unless in aggregate the whole of such Shares are so transferred; and

7.2.5.2. the Board may require to be satisfied that such Shares are being
transferred in pursuance of a bona fide sale for the consideration stated
in the instrument of transfer without any deduction, rebate or allowance
whatsoever being given to the purchaser or the Proposing Transferor and
if not so satisfied, may refuse to register the instrument of transfer.

7.2.5.3. Any Shareholder shall be entitled to sell all of its Shares to another
company in the same group of companies subject to the Board’s
approval and the provisions of clause 7 shall also apply to such transfer.

7.3. Attempted Dealings

If a Shareholder, or other person entitled to transfer a Share, at any time attempts to sell
any Shares otherwise than in accordance with the provisions of this clause 7, he shall be
deemed immediately prior to such attempt to have served a Transfer Notice on the
Company in respect of such Shares and the provisions of clause 7 shall apply. Any such

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 Transfer Notice shall be deemed to have been served on the date on which the Board shall
receive actual notice of such attempt to sell such Shares.

7.4. Registration of Transfers

The Board shall refuse to register any transfer of Shares unless it is shown to its
satisfaction that:

7.4.1. all restrictions on transfer and pre-emption rights of the other Shareholders as
provided under this Agreement have been compiled with, satisfied or, as the case
may be, exhausted; and
7.4.2. the transferee in question has entered into a deed of adherence to be bound by the
terms of this Agreement.

8. NEW SHAREHOLDERS
The Parties shall ensure that no person other than XXXXXXXXX, XXXXXXXXX’s
nominees or YYYYYYYYYYYY acquires Shares in the Company (whether by transfer or
allotment) unless by agreement in writing with the other Shareholders (by executing the Deed
of Adherence) to observe this Agreement and, in the case of a transferee, to perform all the
obligations of the transferor under this Agreement, to the extent modified to reflect the
revised shareholding of the Parties and the new shareholder and thereupon each such
transferee or allottee shall be treated as a Shareholder for the purposes of this Agreement.
Every Shareholder who is the beneficiary of any such covenant shall provide a copy thereof to
the other Party.

9. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

If and to the extent that any Shareholder discloses or provides any of its Intellectual Property
to the Company for use in connection with the business, such Shareholder shall grant, and
shall be deemed to have granted, from the date of such disclosure or such provision, a license
of such Intellectual Property to the Company for use in connection with the business and for
no other purpose whatsoever. Any such license shall be irrevocable, non-exclusive, perpetual
and royalty-free, and shall not be capable of assignment or sub-license. The Company shall
make its best endeavours to ensure that no unauthorised Person (including an employee who
is not required to have such access on a ‘need-to-know’ basis) gains any access to such
Intellectual Property Rights under any circumstances whatsoever.

10. CALL OPTION

Grant of Option
10.1. In the event where YYYYYYYYYYYY and ZZZZZZZZZZZZ has failed to fulfil its
commitments and financial obligations provided under this Agreement, XXXXXXXXX
or its nominee shall have an unrestricted right, but not an obligation, exercisable within a
period of 1 (one) calendar month (“Call Period”) to purchase from YYYYYYYYYYYY
and ZZZZZZZZZZZZ, all its Shares at the nominal value of such Shares (“Option Price”).

Option Notice
10.2. The Call Option may be exercised by XXXXXXXXX or its nominee at any time during
the Call Period by a written notice to YYYYYYYYYYYY and ZZZZZZZZZZZZZ (the
“Option Notice”). The Option Notice shall specify a date within 15 (Fifteen) working
days from the date of receipt of the Option Notice (“Exercise Date”), for completing the
purchase, the manner and the location of closing in respect of such purchase and sale of
Shares.

Sale and Completion

10.3. Upon the receipt of the Option Notice, YYYYYYYYYYYY and ZZZZZZZZZZZZ shall
sell its Shares to XXXXXXXXX or its nominee on the relevant Exercise Date for the
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 Option Price free from all Security, mortgages, liens, charges, encumbrances, pledges,
options and adverse equities or interests of any kind and together with all rights and
benefits attaching thereto including the right to all dividends or distributions declared on
or after the relevant Exercise Date.

10.4. Completion of the sale and purchase of the Shares pursuant to this Clause shall occur on
the Exercise Date and at the time and place specified in the Option Notice, subject to
receipt of all executed Share Purchase documents (in the event of non-receipt of such
approvals, the Exercise Date shall automatically stand extended to 7(Seven) business days
from the date of receipt of the last of such approvals).

11. TERMINATION

11.1. This Agreement shall commence on the Effective Date and shall continue in full force and
effect until terminated in accordance with the provisions of Clause 11.

11.2. Automatic Termination

This Agreement shall terminate with immediate effect (but without prejudice to any
rights, which any party may have against any other party arising prior to such termination)
upon:

11.2.1. one Shareholder acquiring all the shares in the capital of the Company held by the
other Shareholders (in which case this Agreement shall continue between the other
Shareholders (if more than one) but not otherwise); or

11.2.2. In the event that the actual development of the project does not substantially kick-
off on or before the _________________, which is 24 months after the execution
of the this agreement.

11.2.3. the making of an order or the passing of an effective resolution for the winding up
of the Company; or

11.2.4. the execution of a written agreement between all the Shareholders terminating this
Agreement.

11.3. Termination by Notice

11.3.1. Any Shareholder shall be entitled to terminate this Agreement immediately if any
of the following events occur, by written notice served upon the Shareholder in
respect of which the event or events relate (the “Defaulting Shareholder”):

11.3.1.1. if the Defaulting Shareholder shall commit any material breach of any
of its obligations under this Agreement (or of any other agreement
made between the Defaulting Shareholder and the Company) and shall
fail to remedy such breach (if capable of remedy) within 30 days after
being given notice by the first Shareholder or the Company (as
appropriate); or

11.3.1.2. if the Defaulting Shareholder shall go into liquidation whether

compulsory or voluntary (except for the purposes of a bona fide
reconstruction or amalgamation with the consent of the first
Shareholder, such consent not to be unreasonably withheld) or if the
Defaulting Shareholder shall have an administrator appointed or if a
receiver, administrative receiver or manager shall be appointed over
any part of the assets or undertaking of the Defaulting Shareholder.

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11.4. Any such written notice as referred to above shall be served not later than three (3)
months of the event in question first coming to the attention of the Shareholder entitled to
give the notice and shall be copied to all other Shareholders (if any) and to the Company.

11.5. Effect of Termination

The termination of this Agreement (howsoever arising): -
11.5.1. shall be without prejudice to the rights of any of the Shareholders accrued
hereunder as at the date of termination or to any claim which any such Shareholder
may have for damages or otherwise arising from any antecedent breach thereof by
any such other Shareholder; and

11.5.2. shall not operate to affect such of the provisions hereof as in accordance with their
terms are expressed to operate or have effect thereafter.

12. CONFIDENTIALITY

12.1. Confidential Information

Each of the Shareholders hereto shall at all times use its reasonable endeavours to keep
confidential any confidential information, which it or they may acquire in relation to
the Company or in relation to the clients, business or affairs of any other Shareholder
hereto or of the Company and shall not use or disclose such information except with the
prior written consent of every other Shareholder and/or of the Company (as appropriate)
or in accordance with the order of a court of competent jurisdiction or, in the case of
information relating to the Company, for the advancement of the Business of the
Company.

12.2. Obligation of Confidentiality

12.2.1. The Shareholders shall procure that the Company shall use all reasonable
endeavours to ensure that its officers, employees and agents shall observe a similar
obligation of confidence in favour of the parties hereto.

12.2.2. The obligations of each of the Shareholders contained in sub-clause 12.1 shall
continue without limit in point of time but shall cease to apply to any information
coming into the public domain otherwise than by breach by any such party of its
obligations therein contained.

12.2.3. The confidentiality clause provided herein shall bind the Shareholder, its
subsidiary companies and any other company controlled by that Shareholder and
the employees or agents of that Shareholder and of each subsidiary or controlled
companies.

13. GENERAL
13.1. Each Party warrants that it is duly authorised to execute this Agreement.

13.2. The Parties agree to hold and cause to be held all such meetings of directors and
Shareholders of the Company and to deliver and execute all such documents as may be
necessary to give full effect to this Agreement.

13.3. If any provisions of the memorandum and articles of association of the Company at any
time conflict with any of the provisions of this Agreement, the provisions of this
Agreement shall prevail.

13.4. Assignment
This Agreement shall endure for the benefit of the parties and their respective successors
but shall not be assignable.

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13.5. No Waiver
No exercise or failure to exercise or delay in exercising any right, power or remedy vested
in any Shareholder under or pursuant to this Agreement shall constitute a waiver by that
Shareholder of that or any other right, power or remedy.

13.6. Announcements
No party shall be entitled to make or permit or authorise the making of any press release
or other public statement or disclosure concerning this Agreement or any of the
transactions contemplated herein without the prior written consent of the other parties.

13.7. Whole Agreement

This Agreement (together with all agreements and documents executed herewith or
referred to herein) constitutes the entire Agreement between the Shareholders in relation
to the subject matter hereof and supersedes all prior agreements and understandings
whether oral or written with respect thereto except in respect of any fraudulent
misrepresentation made by any of the parties. No variation of this Agreement shall be
effective unless made in writing and signed by each of the parties.

13.8. Full Force and Effect

In the event that any term, condition or provision of this Agreement is held to be a
violation of any applicable law, statute or regulation the same shall be deemed to be
deleted from this Agreement and shall be of no force and effect and this agreement shall
remain in full force and effect as if such term, condition or provision had not originally
been contained in this Agreement. Notwithstanding the foregoing, in the event of any
such deletion the parties shall negotiate in good faith in order to agree the terms of a
mutually acceptable and satisfactory alternative provision in place of the provision so
deleted.

13.9. Counterparts
This Agreement may be executed in any number of counterparts or duplicates each of
which shall be an original but such counterparts or duplicates shall together constitute one
and the same Agreement.

13.10. Time of the Essence

Any date or period mentioned in any clause may be extended by mutual agreement
between the parties but, as regards any date or period originally fixed or any date or
period so extended as aforesaid, time shall be of the essence.

13.11. Notices
13.11.1. Any notices (which term shall include any other communication) required to
be given under this Agreement or in connection with the matters contemplated
by it shall, except where otherwise specifically provided, be in writing in the
English language.

13.11.2. Any such notice shall be addressed as provided hereunder and may be:

i. personally delivered, in which case it shall be deemed to have been

given upon delivery at the relevant address; or

ii. sent by facsimile or electronic mail, in which case it shall be deemed to

have been given when dispatched or sent, subject to confirmation of
uninterrupted transmission report.

The addresses and other details of the parties:

Name : XXXXXXXXX -------------------

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 For the attention of :
Address :

______________
Email Address :
Cc:

Name : YYYYYYYYYYYY-------------------------
For the attention :
Address :

Email Address :

Name : ZZZZZZZZZZZZZZZZZ-------------------------
For the attention :
Address :

Email Address :

13.11.3. Any party to this Agreement may notify the other parties of any change to
the address or any of the other details specified in sub-clause 13.10.2 (ii)
above, provided that such notification shall only be effective on the date
specified in such notice or 5 days after the notice is given, whichever is
later.

14. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law
14.1. This Agreement and any dispute arising out of or in connection with it or its subject
matter, existence, negotiation, validity, termination or enforceability (including non-
contractual disputes or claims) shall be governed by and construed in accordance with
------------------- law.

Dispute Resolution
14.2. The Parties hereby undertake to use their reasonable endeavours to amicably resolve any
dispute, controversy or claim arising out of or in relation to or in connection with this
Agreement and the activities carried out hereunder, including without limitation, any
dispute as to the construction, validity, interpretation, enforceability or breach of this
Agreement or misunderstanding that may arise between them in relation to the terms of
the Agreement.

14.3. In relation to any dispute arising out of or in connection with this Agreement, which has
not been resolved within thirty (30) calendar days of holding consultation in accordance
with Clause 14.2, each of the Parties hereto hereby irrevocably and unconditionally agree
to submit such dispute to arbitration governed by the international Chambers of
Commerce of ________ country

14.4. The place of arbitration shall be in _____________ and the language of proceedings shall
be in English.

14.5. Parties agree that they shall be bound by the outcome of the arbitration.

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IN WITNESS WHEREOF the Parties have hereunto set their respective hands and seals the date
and year first above written.

SIGNED, SEALED AND DELIVERED

By the Within Named First Party

Name: _________________________________________

Signature: _________________________________________

SIGNED, SEALED AND DELIVERED

By the Within Named Second Party

Name: _________________________________________

Signature: _________________________________________

SIGNED, SEALED AND DELIVERED

By the Within Named third Party

Name: _________________________________________

Signature: _________________________________________

ANNEXURE A
DEED OF ADHERENCE

THIS DEED OF ADHERENCE dated the __ day of _____________, 20___ is made by

[NAME OF NEW PARTY] of …………………………………………………
……………………………… in favour of XXXXXXXXX-YYYYYYYYYYYY WWWW (“the
Company”) and the shareholder of the Company as of the date hereof (“the Shareholders”, each a
“Shareholder”).

WHEREAS

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A. The Company and the Shareholders are party to a Shareholders Agreement dated the __ day
of ________________, 20__ (as amended, supplemented, varied and adhered to from time to
time, “the Shareholders Agreement”).
B. The Shareholders Agreement provides for the entering into this Deed of Adherence as one of
the preconditions for acquisition of shares in the company by a person not theretofore a party
to the Shareholders Agreement, whether such acquisition be by way of:
(i) Subscription for newly issued shares in the capital of the Company; or
(ii) Purchase or any other acquisition of shares by way of transfer from a Shareholder.
C. The New Party desires to acquire shares in the Company through subscription for
_____________ newly issued shares in the capital of the Company OR purchase of
___________________ shares from ______________________________, a Shareholder
(the latter hereinafter referred to as “the Transferor”) [STRIKE OUT AS
APPROPRIATE].
D. Pursuant to and as contemplated in the Shareholders Agreement, the New Party wishes
to enter into this Deed with the Company and the Shareholders by covenanting to be
bound by the Shareholders Agreement as though it were a signatory thereto and [IN
THE CASE OF ACQUISITION BY TRANSFER] to perform all the obligations of the
Transferor under the Shareholders Agreement and to be treated as a Shareholder for
the purposes of the Shareholders Agreement.

NOW THIS DEED WITNESSES AS FOLLOWS:-

1. In consideration for:
(a) being allotted newly issued _______________ shares in the capital of the Company
(“allotted shares”) and assuming all the rights and benefits of a Shareholder with
respect to the allotted shares, the New Party hereby covenants with the Company and
the Shareholders to be bound by the provisions as well as the terms and conditions of
the Shareholders Agreement as though it were a signatory thereto and a Shareholder
thereunder and therefore to assume, perform and comply with all the obligations and
liabilities of a Shareholder, actual or contingent, under the Shareholders Agreement;

OR

(b) the transfer to it of _______________ shares from the Transferor (“transferred

shares”) being approved by the Board of Directors of the Company, and assuming all
the rights and benefits of the Transferor and of a Shareholder with respect to the
transferred shares, the New Party hereby covenants with the Company and the
Shareholders to assume, perform and comply with each of the outstanding and extant
obligations and liabilities of the Transferor under the Shareholders Agreement, actual
or contingent, with respect to the transferred shares, as if references in the
Shareholders Agreement to the Transferor or a “Shareholder” were, save where the
context requires otherwise, also a reference to the New Party.

2. Words and expressions defined in the Shareholders Agreement have the same meaning
when used in this Deed.

IN WITNESS WHERE OF the Adherent has executed this Deed of Adherence the day and year first
above written:

SIGNED, SEALED & DELIVERED by the within-named NEW PARTY:

Signature: ____________________________________

NAME OF WITNESS: _____________________________

SIGNATURE OF WITNESS: __________________________

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