This Shareholders’ Agreement (this “Agreement”) is entered into as of [Date], by and among:
CROWN MYCORESIN BIOTECH, INC. (the “Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at Christine Village 4, Brgy. Biga, Tanza 4108, Cavite, Philippines;
and
The undersigned shareholders of the Corporation (each a “Shareholder” and collectively, the “Shareholders”).
The Corporation and the Shareholders are collectively referred to as the “Parties.”
1. PURPOSE OF AGREEMENT
This Agreement is intended to govern the relationship among the Shareholders, regulate the ownership and transfer of shares, define management and control rights, and ensure the long-term stability and strategic direction of the Corporation.
2. SHARE CAPITAL AND OWNERSHIP
2.1 Issued and Outstanding Shares. The share capital of the Corporation shall consist of common shares as set forth in the Articles of Incorporation and the stock and transfer book of the Corporation.
2.2 Ownership Record. Ownership percentages shall be based on the issued and outstanding shares as recorded in the Corporation’s stock and transfer book.
3. MANAGEMENT AND CONTROL
3.1 Board of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors elected by the Shareholders in accordance with the Corporation’s By-Laws and applicable law.
3.2 Board Representation. Each major Shareholder holding at least [__]% of the outstanding shares shall be entitled to nominate [__] director(s) to the Board, subject to election by the Shareholders.
3.3 Reserved Matters. The following actions shall require the approval of Shareholders holding at least [__]% of the outstanding shares:
- Amendment of Articles of Incorporation or By-Laws
- Issuance of new shares or securities
- Merger, consolidation, or dissolution
- Sale of substantially all assets
- Declaration of dividends
4. CAPITAL CONTRIBUTIONS AND FUTURE FINANCING
4.1 Additional Capital. No Shareholder shall be required to make additional capital contributions unless unanimously agreed in writing.
4.2 Pre-Emptive Rights. Shareholders shall have the right to subscribe proportionately to any new issuance of shares, subject to applicable law and Board approval.
5. TRANSFER OF SHARES
5.1 Restrictions on Transfer. No Shareholder may sell, assign, or transfer any shares without first complying with this Agreement.
5.2 Right of First Refusal (ROFR). Any Shareholder wishing to transfer shares must first offer such shares to the other Shareholders on the same terms and conditions.
5.3 Permitted Transfers. Transfers to affiliates, heirs, or estate successors may be permitted, subject to written notice and compliance with this Agreement.
6. TAG-ALONG AND DRAG-ALONG RIGHTS
6.1 Tag-Along Rights. If Shareholders holding more than [__]% of the shares propose to sell their shares to a third party, the remaining Shareholders shall have the right to participate in such sale on a pro rata basis.
6.2 Drag-Along Rights. If Shareholders holding at least [__]% of the shares approve a sale of the Corporation, the remaining Shareholders shall be required to sell their shares on the same terms.
7. DIVIDENDS AND DISTRIBUTIONS
Dividends, if any, shall be declared by the Board of Directors in accordance with Philippine law and the Corporation’s financial condition.
8. CONFIDENTIALITY AND NON-COMPETE
8.1 Confidential Information. Shareholders shall keep confidential all proprietary and non-public information of the Corporation.
8.2 Non-Compete. During their shareholding and for [__] years thereafter, Shareholders shall not engage in any business competing directly with the Corporation, subject to applicable law.
9. DEADLOCK AND DISPUTE RESOLUTION
9.1 Deadlock. In the event of a deadlock on material matters, the Parties shall first attempt amicable settlement.
9.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be settled by arbitration in the Philippines in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI).
10. TERM AND TERMINATION
This Agreement shall remain in effect for so long as any Shareholder holds shares in the Corporation, unless earlier terminated by written agreement of all Shareholders.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
12. MISCELLANEOUS
12.1 Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes all prior agreements.
12.2 Amendments. Any amendment must be in writing and signed by all Shareholders.
12.3 Severability. Invalid provisions shall not affect the validity of the remaining provisions.
12.4 Counterparts. This Agreement may be executed in counterparts.
13. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Shareholders’ Agreement as of the date first written above.
CROWN MYCORESIN BIOTECH, INC.
By: _______________________________
Name: [Authorized Signatory]
Title: [Title]
Date: _____________________________
SHAREHOLDER:
Signature: _________________________
Name: _____________________________
Date: _____________________________
SHAREHOLDER:
Signature: _________________________
Name: _____________________________
Date: _____________________________
Acknowledged before me this ___ day of __________ 20__, at ______________________, Philippines.