Shareholders' Agreement

Date: ____________ · Company registration no.: ____________

1. Parties and Shareholding (cap table attached as Schedule A)

2. Share Classes and Rights (Ch. 4)

Class ____ : voting non-voting · dividends: ______________ · other rights/restrictions: ______________

3. Reserved Matters (Ch. 13), the following require approval of ____ % of voting shares / written consent of ______________:

Selling the company or substantially all assets Issuing new shares Borrowing above ₦ ________ Changing the nature of the business Removing/appointing a director Declaring dividends Amending the Articles Transactions with related parties above ₦ ________

4. Dividend Policy (Ch. 9, Q14)

Profits will be distributed as follows: ______________________________ (e.g., "up to 40% of net profit may be declared when cash reserves exceed ₦ ____; remainder reinvested"). The founder's salary of ₦ ________ /month is an expense, not a distribution (Ch. 1).

5. Lock-In Period (Ch. 10)

No shareholder may sell, transfer, pledge, or demand redemption of shares before ____________ (date/years), except with written consent of all shareholders.

6. Exit After Lock-In (Ch. 10)

Notice: ____ days, in writing. → Price: formula: ______________ independent valuer appointed by ______________ (Ch. 11 methods). → Right of first refusal: offered first to the company remaining shareholders pro-rata, open for ____ days. → Payment window: 90 days 180 days 12 months instalments: ______________

7. Transfers, Drag-Along and Tag-Along (Ch. 13)

No transfer to any third party without first complying with clause 6. If holders of ____ % accept a bona fide offer for the whole company, remaining shareholders must sell on the same terms (drag-along). If a majority sells, minority holders may join on the same terms (tag-along).

8. Buy-Back (Ch. 14)

The company/founder may repurchase shares on these triggers: lock-in expiry death shareholder's material breach shareholder leaves employment · Price: ______________ · Payment: ______________

9. Death or Incapacity (Ch. 9, Q9–Q10)

On a shareholder's death: shares pass to heirs subject to this agreement company/remaining shareholders may buy back at the clause-8 price within ____ days. Life insurance funding: yes no.

10. Dispute Resolution (Ch. 9, Q7)

1) Good-faith negotiation (____ days) → 2) Mediation by ______________ → 3) Arbitration under ______________ Courts of ______________

11. Non-Compete and Confidentiality

While holding shares and for ____ months after, no shareholder shall ______________________________ within ______________ (scope/area). All business information remains confidential per clause/NDA: ______________

12. Information Rights

Every shareholder receives: monthly summary quarterly accounts annual accounts, within ____ days of period end (Volume 27 dashboards).

13. Entire Agreement & Amendments

This agreement + the Articles are the whole deal; amendments only in writing signed by holders of ____ %.

Signatures