Shareholder Agreement Template Australia

SHAREHOLDER AGREEMENT

THIS SHAREHOLDER AGREEMENT (the "Agreement") is made on this [Day] day of [Month], [Year] (the "Effective Date").

BETWEEN:

1. [Company Name] ACN [Number], a company incorporated in [Jurisdiction] having its registered office at [Address] (the "Company");

2. [Shareholder Name 1] of [Address] ("Shareholder A"); and

3. [Shareholder Name 2] of [Address] ("Shareholder B") (collectively, the "Shareholders").

RECITALS:

A. The Company is a private company limited by shares registered under the Corporations Act 2001 (Cth). B. The Shareholders are the registered holders of the issued shares in the capital of the Company. C. The parties wish to enter into this Agreement to regulate their respective rights, duties, and obligations as shareholders and to provide for the management and conduct of the business and affairs of the Company.

1. OPERATIONAL DEFINITIONS

1.1 "Board" means the board of directors of the Company from time to time. 1.2 "Business" means the business of [Description of Business] conducted by the Company. 1.3 "Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for business in [Jurisdiction]. 1.4 "Deadlock" has the meaning given in Clause 9.1. 1.5 "Defaulting Shareholder" means a Shareholder who has committed a material breach of this Agreement. 1.6 "Shares" means fully paid ordinary shares in the capital of the Company. 1.7 "Transfer" includes any sale, assignment, transfer, charge, mortgage, or other disposal of the legal or beneficial interest in any Shares.

2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Board Composition: Each Shareholder holding not less than [Percentage]% of the issued capital shall be entitled to nominate one director to the Board. 2.2 Conduct of Business: The Business shall be conducted in accordance with the annual business plan approved by the Board. 2.3 Information Rights: The Company shall provide to each Shareholder monthly management accounts within [Number] days of month-end and annual audited financial statements within [Number] days of financial year-end. 2.4 Dividend Policy: The Board shall determine the dividend policy, ensuring that the Company maintains sufficient working capital as determined by the Board. 2.5 Shareholder Representations: Each Shareholder warrants that they have full power and authority to enter into this Agreement and that the execution does not violate any other agreement to which they are bound.

3. TRANSFER OF SHARES

3.1 Pre-emptive Rights: No Shareholder shall Transfer any Shares without first offering such Shares to the other Shareholders in proportion to their existing shareholding at the same price and on the same terms (the "Right of First Refusal"). 3.2 Tag-Along Rights: If a majority of Shareholders propose to sell their Shares to a bona fide third-party purchaser, the minority Shareholders shall have the right to participate in the sale on the same terms and conditions (pro-rata). 3.3 Drag-Along Rights: If Shareholders holding at least [Percentage]% of the Shares wish to sell their interest to a bona fide third party, they may require the minority Shareholders to sell their Shares on the same terms.

4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Breach: If a Shareholder commits a material breach of this Agreement, the non-breaching Shareholder(s) shall provide written notice of such breach. 4.2 Cure Period: The Defaulting Shareholder shall have thirty (30) Business Days from the date of the notice to cure the breach. 4.3 Remedies: If the breach remains uncured, the non-breaching Shareholder(s) may, at their discretion: a) Seek injunctive relief in a court of competent jurisdiction; b) Purchase the Defaulting Shareholder’s Shares at Fair Market Value; or c) Terminate the rights of the Defaulting Shareholder under this Agreement. 4.4 Termination: This Agreement shall terminate upon the written agreement of all Shareholders or the winding up of the Company.

5. BOILERPLATE LEGAL PROVISIONS

5.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and understandings. 5.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 5.3 Governing Law: This Agreement is governed by the laws of [Jurisdiction], Australia. The parties submit to the exclusive jurisdiction of the courts of [Jurisdiction]. 5.4 Dispute Resolution: Any dispute arising out of this Agreement shall first be submitted to good-faith mediation. If unresolved within thirty (30) days, the dispute shall be referred to arbitration in accordance with the rules of the [Arbitration Body]. 5.5 Force Majeure: Neither party shall be liable for failure to perform obligations due to events beyond their reasonable control, provided notice is given to the other parties within five (5) Business Days of the event.

6. FORMAL EXECUTION BLOCK

EXECUTED as an Agreement.

SIGNED for and on behalf of [Company Name] Signature: __________________________ Name: [Name of Director] Title: Director Date: [Date]

SIGNED by [Shareholder Name 1] Signature: __________________________ Date: [Date]

SIGNED by [Shareholder Name 2] Signature: __________________________ Date: [Date]