Shareholder Agreement Template Uae

SHAREHOLDER AGREEMENT

THIS SHAREHOLDER AGREEMENT (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and among:

1. [Name of Shareholder 1], a [Nationality] individual/entity residing/registered at [Address] ("Shareholder 1"); and
2. [Name of Shareholder 2], a [Nationality] individual/entity residing/registered at [Address] ("Shareholder 2");
3. [Company Name], a limited liability company incorporated under the laws of the [United Arab Emirates/Free Zone Name], with license number [License Number] (the "Company").

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

RECITALS

WHEREAS, the Company is duly incorporated and validly existing under the laws of the [Jurisdiction/Free Zone]; WHEREAS, the Shareholders wish to define their respective rights, obligations, and the management structure of the Company; WHEREAS, the Parties desire to enter into this Agreement to govern the relationship between the Shareholders and the operation of the Company.

1. OPERATIONAL DEFINITIONS

1.1. "Affiliate" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party. 1.2. "Business Day" means a day other than a Friday or Saturday on which commercial banks are open for business in [City], UAE. 1.3. "Deadlock" means a situation where the Shareholders are unable to reach a decision on a Reserved Matter after [Number] attempts at good-faith negotiation. 1.4. "Equity Securities" means shares, options, warrants, or any other instrument convertible into shares of the Company. 1.5. "Reserved Matters" means the specific corporate actions listed in Schedule A that require the unanimous written consent of the Shareholders. 1.6. "Transfer" means any sale, assignment, pledge, hypothecation, or other disposition of Equity Securities.

2. SUBSTANTIVE TERMS AND OBLIGATIONS

2.1. Capital Contributions: Each Shareholder shall contribute the amounts set forth in Schedule B in accordance with the capital call schedule defined therein. 2.2. Management: The Company shall be managed by a Board of Directors/Manager. Major decisions, as defined in the Reserved Matters, shall require unanimous consent of all Shareholders. 2.3. Pre-emptive Rights: In the event of an issuance of new Equity Securities, each Shareholder shall have the right of first refusal to maintain their pro-rata ownership percentage. 2.4. Dividend Policy: The Company shall distribute profits annually, subject to the retention of reserves as required by UAE law and the Company’s Articles of Association. 2.5. Representations and Warranties: Each Party represents that they have the full legal capacity, power, and authority to enter into this Agreement and that this Agreement constitutes a binding obligation.

3. DEFAULT, TERMINATION, AND REMEDIES

3.1. Event of Default: A Party shall be in default if they breach any material term of this Agreement or fail to meet capital calls. 3.2. Notice and Cure: The non-breaching Party shall provide written notice of default. The breaching Party shall have [30] business days to cure such breach. 3.3. Remedies: In the event of an uncured breach, the non-breaching Party may: a) Exercise a "Buy-Sell" option to purchase the defaulting Party’s shares at [Fair Market Value/Book Value]; b) Seek specific performance through injunctive relief; or c) Terminate the Agreement without prejudice to any accrued claims.

4. BOILERPLATE LEGAL PROVISIONS

4.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the [United Arab Emirates] as applied in the [Jurisdiction/Free Zone]. 4.2. Dispute Resolution: Any dispute arising out of this Agreement shall be referred to and finally resolved by arbitration under the rules of the [DIAC/ADCCAC], seated in [Dubai/Abu Dhabi]. The language of arbitration shall be English. 4.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 4.4. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, oral or written. 4.5. Force Majeure: No Party shall be liable for failure to perform obligations due to events beyond reasonable control (e.g., acts of God, war, pandemic), provided the affected Party notifies the others within [5] days.

5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOR: [Company Name]

Name: [Signatory Name] Title: [Title] Date: [Date]

FOR: [Shareholder 1]

Name: [Signatory Name] Title: [Title] Date: [Date]

FOR: [Shareholder 2]

Name: [Signatory Name] Title: [Title] Date: [Date]