Shareholder Agreement Template Malaysia

SHAREHOLDER AGREEMENT

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

BETWEEN:

1. [Company Name], a company incorporated in Malaysia under the Companies Act 2016 with company registration number [Registration Number] and having its registered office at [Registered Office Address] (the "Company");

2. [Shareholder 1 Name] (NRIC/Passport No: [Number]) of [Address] ("Shareholder A"); and

3. [Shareholder 2 Name] (NRIC/Passport No: [Number]) of [Address] ("Shareholder B").

(Collectively referred to as the "Parties" and individually as a "Party").

RECITALS:

(A) The Company is a private company limited by shares incorporated in Malaysia. (B) The Shareholders are the legal and beneficial owners of the issued and paid-up share capital of the Company. (C) The Parties intend to regulate their relationship, the management of the Company, and the transfer of shares in the Company on the terms and conditions set out herein.

1. OPERATIONAL DEFINITIONS

1.1 "Act" means the Companies Act 2016 of Malaysia and any statutory modification or re-enactment thereof. 1.2 "Business" means the business of [Define Nature of Business] as carried out by the Company. 1.3 "Business Day" means a day (excluding Saturdays, Sundays, and public holidays) on which banks are open for business in [State, Malaysia]. 1.4 "Encumbrance" means any mortgage, charge, pledge, lien, hypothecation, security interest, or other encumbrance of any kind. 1.5 "Shares" means the ordinary shares in the capital of the Company held by the Shareholders.

2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Capital Contribution: Each Shareholder shall contribute capital to the Company in the amount of [Currency and Amount] or as otherwise agreed by a unanimous resolution of the Board. 2.2 Board Representation: Each Shareholder holding not less than [Percentage]% of the total issued shares shall be entitled to appoint one (1) director to the Board of Directors of the Company. 2.3 Reserved Matters: Notwithstanding any other provision, the Company shall not take any action regarding the following without the prior unanimous written consent of all Shareholders: (a) Any amendment to the Constitution of the Company; (b) Any change in the nature of the Business; (c) The issuance of any new shares or variation of class rights. 2.4 Representations: Each Party represents that they have the full legal capacity and authority to enter into this Agreement and that such execution does not violate any existing contract or law.

3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Event of Default: An Event of Default occurs if a Party: (a) Breaches any material term of this Agreement; (b) Becomes insolvent or enters into liquidation; (c) Commits fraud or gross negligence in relation to the Company. 3.2 Notice and Cure: The non-defaulting Party shall provide written notice to the defaulting Party. The defaulting Party shall have a period of thirty (30) Business Days from the receipt of such notice to remedy the breach. 3.3 Remedies: If the breach is not remedied within the Cure Period, the non-defaulting Party may, at its discretion: (a) Seek specific performance; (b) Invoke a buy-out option at fair market value as determined by an independent auditor; (c) Terminate this Agreement upon further notice.

4. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under Malaysian law, such provision shall be severed, and the remaining provisions shall continue in full force and effect. 4.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations or understandings. 4.3 Force Majeure: No Party shall be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, including acts of God, war, or government restrictions. 4.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Malaysia. 4.5 Dispute Resolution: Any dispute arising out of this Agreement shall be referred to the Asian International Arbitration Centre (AIAC) in accordance with the AIAC Arbitration Rules. The seat of arbitration shall be Kuala Lumpur, and the language shall be English.

5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

For and on behalf of [Company Name] Signature: ___________________________ Name: [Director Name] Title: Director

For [Shareholder 1 Name] Signature: ___________________________ Name: [Shareholder 1 Name] Date: _______________________________

For [Shareholder 2 Name] Signature: ___________________________ Name: [Shareholder 2 Name] Date: _______________________________