# Shareholders' Agreement
**This Shareholders' Agreement (the "Agreement") is made and entered into as of [Date], by and among the following parties:**
1. **[Shareholder 1 Name]**, with an address at [Shareholder 1 Address] (the "Shareholder 1");
2. **[Shareholder 2 Name]**, with an address at [Shareholder 2 Address] (the "Shareholder 2");
3. **[Shareholder 3 Name]**, with an address at [Shareholder 3 Address] (the "Shareholder 3").
(Collectively referred to as the "Shareholders")
**WHEREAS**, the Shareholders hold shares in [Company Name], a corporation organized under the laws of [State/Country] (the "Company");
**WHEREAS**, the Shareholders wish to set forth the terms and conditions governing their relationship as shareholders of the Company.
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements herein, the Shareholders hereby agree as follows:
## 1. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
- **"Shares"** means the common shares of the Company.
- **"Board of Directors"** refers to the governing body of the Company.
## 2. Shareholder Rights and Obligations
2.1 **Ownership of Shares**: Each Shareholder shall own the number of Shares set forth opposite their name in Schedule A attached hereto.
2.2 **Voting Rights**: Each Shareholder shall have the right to vote their Shares at all meetings of Shareholders, in accordance with ownership percentages.
2.3 **Dividend Distribution**: Any dividends declared by the Company shall be distributed according to the respective ownership percentages of the Shares.
## 3. Management and Operations
3.1 **Board Representation**: The Shareholders agree to elect a Board of Directors consisting of [number] members. Shareholders holding more than [X%] of the Shares shall have the right to appoint a representative to the Board.
3.2 **Major Decisions**: Any of the following actions shall require the approval of at least [X%] of the Shareholders:
- Sale or transfer of a significant portion of the Company's assets.
- Merger or acquisition of the Company.
- Issuance of additional Shares.
- Change in the Company's business model or strategic direction.
## 4. Transfer of Shares
4.1 **Right of First Refusal**: If a Shareholder wishes to transfer their Shares, they must first offer to sell such Shares to the other Shareholders at a fair market value.
4.2 **Permitted Transfers**: Transfers to family members, trusts, or affiliates shall not be subject to the right of first refusal.
## 5. Confidentiality
Each Shareholder agrees to keep confidential all proprietary information of the Company and to refrain from disclosing such information to any third parties without the prior written consent of the other Shareholders.
## 6. Termination
6.1 **Termination of Agreement**: This Agreement shall remain in effect until terminated by mutual written consent of all Shareholders.
6.2 **Effect of Termination**: Upon termination, each Shareholder shall retain their respective rights to the Shares and shall be free to transfer them in accordance with this Agreement.
## 7. Miscellaneous
7.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
7.2 **Amendments**: This Agreement may only be amended or modified by a written agreement signed by all Shareholders.
7.3 **Dispute Resolution**: Any dispute arising out of or related to this Agreement shall be resolved through mediation, and if unresolved, through binding arbitration in [City, State/Country].
**IN WITNESS WHEREOF**, the parties hereto have executed this Shareholders' Agreement as of the date first above written.
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**[Shareholder 1 Name]**
Signature: ___________________
Date: ________________________
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**[Shareholder 2 Name]**
Signature: ___________________
Date: ________________________
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**[Shareholder 3 Name]**
Signature: ___________________
Date: ________________________
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### Schedule A
| Shareholder | Number of Shares |
|-----------------------|-----------------|
| [Shareholder 1 Name] | [Number] |
| [Shareholder 2 Name] | [Number] |
| [Shareholder 3 Name] | [Number] |
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**Note**: This template serves as a general guideline and is not a substitute for legal advice. It is recommended that Shareholders consult with a legal professional to customize and ensure the adequacy of this Agreement based on specific circumstances and legal requirements.