SHAREHOLDER’S AGREEMENT, 주주계약서, 영문계약서

SHAREHOLDER’S AGREEMENT

 

TABLE OF CONTENTS

 

Page

SECTION 1. CERTAIN DEEINITIONS ····················································· 2

SECTION 2. GENERAL ······································································· 2

SECTION 3. REPRESENTATIONS AND WARRANTIES ······························· 3

SECTION 4. SHARE TRANSFER AND SUBSCRIPTION ······························ 4

SECTION 5. CORPORATE GOVERNANCE ·············································· 5

SECTION 6. FURTHER COVENANTS ···················································· 8

SECTION 7. IPO POLICY ····································································· 9

SECTION 8. TERM AND TERMINATION ················································ 9

SECTION 9. MISCELLANEOUS ··························································· 11

 

 

 

 

 

 

 

 

 

SHAREHOLDER’S AGREEMENT

 

 

  This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [•],  20[•] by and among the following parties (collectively the “Parties” and each a “Party”):

 

[AAA] (“[AAA]”), a citizen of the [Name of the Country];

 

[BBB](“[BBB]”), a corporation organized under the laws of [Name of the Country]; and

 

ZZZ INVESTMENT MANAGEMENT CO., LTD. (the “Company”), a corporation organized under the laws of [Name of the Country].

 

RECITALS:

 

A.         The Company has issued and outstanding [•] common shares having par value of ￦ [•] per  share (“Common Shares”), of which [AAA] owns Common Shares representing [•] % of the total.

 

The Company and [BBB] are parties to an Investment Agreement dated as of [•], 20[•] (the “Investment Agreement”), a copy of which has been provided to [AAA].

 

B.          Pursuant to the Investment Agreement, the Company will newly issue to [BBB] [•] Common Shares (the “Subscription Shares”), which will, upon the Closing, represent [•] % of total issued and outstanding Common Shares. Also pursuant to the Investment Agreement, the Company will newly issue to [BBB] ￦[•] in principal amount of convertible bonds bearing interest at [•] % per annum and a yield to maturity of [•] % per annum and due [•] years from the Closing Date (the “Bonds”), such Bonds being convertible into [•] Common Shares.

 

C.          The Parties wish to set forth herein certain agreements with regard to the control, governance and management of the Company.

 

The Parties hereby agree as follows:

 

SECTION 1. CERTAIN DEEINITIONS

 

1.1        Terms defined in the Investment Agreement have the meanings so specified therein when used in this Agreement, unless otherwise defined herein.

 

1.2        As used in this Agreement, the following terms have the following meanings:

 

“Articles of Incorporation” of the Company means the articles of incorporation of the Company in the form attached hereto as Exhibit [•], to be adopted by the shareholders of the Company as a condition precedent to the Closing under the Investment Agreement.

 

“Board” means the Board of Directors of the Company, and “Board Meeting” means a duly convened meeting of the Board.

 

SECTION 2. GENERAL

 

2.1        General Obligations. Each of the Shareholders shall vote its/his Shares held from time to time, and otherwise use its/his best efforts, in order to effectuate the provisions of this Agreement. The Company shall take all necessary corporate actions in order to effectuate the provisions of this Agreement, and (without limiting Section 3.1(c)) [AAA] shall use his best efforts to cause other shareholders of the Company to vote their Shares accordingly, including by solicitation of proxies from such other shareholders.

 

2.2        Articles of Incorporation. In the event of any inconsistency between the Articles of Incorporation and this Agreement or the Investment Agreement, the Parties shall cause the Articles of Incorporation to be amended so as to conform in all respects with this Agreement and the Investment Agreement (including any amendments to this Agreement or the Investment Agreement).

 

2.3        Relationship with Investment Agreement. Nothing in this Agreement shall in any way limit any rights or remedies of [BBB] as Investor under the Investment Agreement, which shall be in addition to, and not exclusive of, any rights or remedies of [BBB] under this Agreement

 

 

SECTION 3. REPRESENTATIONS AND WARRANTIES

 

3.1        Representations and Warranties of [AAA]. [AAA] represents and warrants to [BBB] as follows, as of the date of this Agreement and as of the Closing Date

 

(a)         Validity of Agreement. [AAA] has all necessary power and authority to enter into this Agreement and to perform his obligations hereunder, This Agreement is legally binding on [AAA], and enforceable against him in accordance with its terms.

 

(b)         No Conflict. [AAA]’s execution and performance of this Agreement will not violate any Law or constitute a breach or default (or event which with notice or lapse of time would become a default) under any Contract. Any government approvals, or consents, approvals or notices with respect to any person, required in connection with [AAA]’s execution and performance of this Agreement have been duly obtained and effected.

 

(c)         Representations and Warranties of the Company. The representations and warranties of the Company under the Investment Agreement are true and accurate in all respects.

 

(d)         Ownership of Common Shares. [AAA] owns Common Shares representing [•] % of the total issued and outstanding Common Shares of the Company. There are no liens on any Common Shares owned by [AAA]. Other than this Agreement, there is no proxy or other contract between [AAA] and any other person, nor, to [AAA]’s best knowledge, among any other shareholders of the Company or other persons, with respect to voting or transfer of Shares, appointment of directors or officers of the Company or other persons, with respect to voting or transfer of Shares, appointment of directors or officers of the Company, or any other allocation of rights or privileges with respect to ownership, control or management of the Company.

 

(e)         No Claims Against Company. [AAA] has no amount owed to him by the Company nor any other monetary claim against the Company, other than ordinary compensation (including, without limitation, bonuses, stock options and other related benefits authorized by due corporate action) for employment in the capacity of President and Chief Executive Officer of the Company.

3.2        Representations and Warranties of [BBB]. [BBB] represents and warrants to [AAA] and the Company as follows, as of the date of this Agreement and as of the Closing Date:

 

(a)         Validity of Agreement. [BBB] has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder. [BBB]’s execution and performance of this Agreement have been duly authorized. This Agreement is legally binding on [BBB], and enforceable against it in accordance with its terms.

 

(b)         No Conflict. [BBB]’s execution and performance of this Agreement will not (i) violate its articles of incorporation, (ii) violate any law or government approval of [BBB] or (iii) constitute a breach or default (or event which with notice or lapse of time would become a default) under any contract. Any government approvals, or consents, approvals or notices with respect to any person, required in connection with [BBB]’s execution and performance of this Agreement have been duly obtained or effected.

 

3.3        Indemnification. [AAA] shall indemnify [BBB], and its directors, officers, employees and agents, (collectively, the “[BBB] Indemnitees”) against any and all losses incurred by such [BBB] Indemnitees resulting from any inaccuracy in or breach or any representation or warranty of [AAA] hereunder. [BBB] shall indemnify [AAA] against any and all losses incurred by [AAA] resulting from any inaccuracy in or breach of any representation or warranty of [BBB] hereunder.

 

SECTION 4. SHARE TRANSFER AND SUBSCRIPTION

 

4.1        Restriction on Transfer. Until the earlier of (i) the date [•] years after the Closing Date or (ii) the occurrence of an IPO, no Shareholder shall sell, transfer, pledge or otherwise directly or indirectly dispose of its Shares or Bonds to any third party, except with the prior written consent of the other Shareholder and except to sell Shares in accordance with Section 4.2. Neither Shareholder shall purchase or otherwise acquire additional Shares except (i) by subscription of any new issuance of Shares (or a portion thereof unsubscribed or unpaid by other shareholders) in accordance with Section 4.3, (ii) by any conversion of Bonds or  (iii) with the prior written consent of the other Shareholder.

 

4.2        Right of First Refusal. A Shareholder (the “Selling Shareholder”) may sell any number of Shares or Bonds (“Sale Securities”) to a third party after first offering such Sale Securities to the other Shareholder (the “Offeree Shareholder”) by written notice (the “Offer Notice”) specifying the proposed buyer and all material terms and conditions of the proposed sale. Upon receiving an Offer Notice, the Offeree Shareholder shall have the right (the “Right of First Refusal”) to purchase all, and not less than all, of the number of Sale Securities specified therein, on the terms and conditions specified therein. The Offeree Shareholder may exercise the Right of First Refusal only by written notice to the Selling Shareholder within [•] days after receiving the Offer Notice (the “Offer Period”). If the Offeree Shareholder exercises the Right of First Refusal within the Offer Period, the closing of the sale and transfer of the Sale Securities to the Offeree Shareholder shall take place within [•] days after such exercise, and at such closing the Selling Shareholder shall deliver the relevant Share or Bond certificates (as the case may be), properly endorsed and free of any liens, and the Offeree Shareholder shall pay the relevant purchase price in same day funds. If the Offeree Shareholder does not exercise the Right of First Refusal within the Offer Period, the Selling Shareholder shall be free, within a period of [•] days after the Offer Period, to sell the Sale Securities to the buyer specified in the Offer Notice, on terms and conditions no more favorable to the buyer than the terms and conditions specified therein. If any Sale Securities are not sold within such period in accordance with the foregoing, the provisions of this Section 4 shall apply anew to any sale or other disposition of such Sale Securities, as if no Offer Notice had been given in respect thereof.

 

4.3        Pre-emptive Rights. Each Shareholder shall have pre-emptive rights, in proportion to the number of Shares held by it, to subscribe any new issuance of Shares by the Company, in accordance with the [Name of the Country] Commercial Code, except Shares issued in (i) an IPO of Shares, (ii) an issuance of stock to employees under an employee stock ownership program, (iii) an exercise of stock options or warrants previously issued as of the date hereof or (iv) any conversion of the Bonds under the Investment Agreement. Upon any new issuance of Shares, if a Shareholder fails to subscribe Shares in accordance with its pre-emptive rights, or to pay for its subscription, in whole or in part, such unsubscribed or unpaid Shares shall be offered to the other shareholders of the Company (including the other Shareholder) for purchase by them in proportion to their shareholdings.

 

SECTION 5. CORPORATE GOVERNANCE

 

5.1        Board of Directors. The Board shall consist of up to [•] Directors. For so long as [BBB] owns [•] % or more, but less than [•] %, of total issued and outstanding Shares, [BBB] shall be entitled to nominate one Director reasonably acceptable to the Company. For so long as [BBB] owns [•] % to [•] % or more of total issued and outstanding Shares, [BBB] shall be entitled to nominate two Directors, in each case reasonably acceptable to the Company, provided under the [Name of the Country] Commercial Code and shall have no voting rights. Upon [BBB]’s identifying to the Company any nominee for Director, the Company shall confirm or (stating reasons) deny his acceptability within [•] days and, once confirmed, such a nominee shall be elected to the Board at a general shareholders meeting to be convened within [•] days after such confirmation. Whenever the position of a Director who was nominated by [BBB] becomes vacant for any reason, [BBB] shall be entitled to nominate his replacement, in accordance with the foregoing. [BBB] shall be entitled to replace any of its nominated Directors with or without cause.

 

5.2        Special Board Action. The following matters shall require approval, at a duly convened Board Meeting, by a majority of Directors then in office including approval by a Director nominated by [BBB]:

 

(a)         Any sale, transfer, pledge, lease or other disposition of all or a substantial part of the assets of the Company, where an “Substantial Part” of the assets of the Company means assets having a total value equal to or greater than [•] % of total assets as shown in the Company’s most recent audited financial statements at the time of such transaction;

 

(b)         Adoption of any item requiring a special shareholders resolution under the [Name of the Country] Commercial Code; and submission of any such item, or of any item listed in this Section 5.2, to a general shareholders meeting of the Company;

 

(c)         Approval of annual or other dividends of the Company, and determination or the dividend policy of the Company and any change in such dividend policy;

 

(d)         Any issuance of Shares or of Rights for Shares; and any reduction of paid-in capital; and any stock repurchase for purposes of capital reduction, reclassification or consolidation of Shares;

 

(e)         Consent to any Director of the Company to engage, directly or indirectly, in any activity within the scope of the Company’s business, whether in such Director’s own interests or in the interests of any other Person;

(f)         Incurring of total Indebtedness for borrowed money in excess of [•] % of the Company’s tangible net worth at any time; and creating or incurring any Lien on or in respect of any Assets other than (i) Liens existing on the Closing Date, (ii) Liens on securities in connection with securities lending and borrowing and (iii) Liens created in the ordinary course of business as security for amounts not exceeding ￦[•] in the aggregate at any time;

 

(g)         Entering into or termination, amendment or supplementation of any Contract which (i) involves ￦[•] or more in aggregate consideration payable by or to the Company (such consideration being calculated without regard to the contingency or “success”-based portion of fees in the case of investment advisory or investment management agreements for the Company’s services); (ii) relates to any joint venture or partnership, or similar arrangement, involving an investment by the Company of 10% or more of the Company’s tangible net worth; (iii) is a Contract for management services to be provided to the Company, or (iv) contains any provision materially restricting business activities of the Company or dividends or other distributions in respect of capital stock, or (v) is not in the ordinary course of business or not on an arm’s length basis;

 

(h)         formation or acquisition of a Subsidiary involving an investment of ￦[•] or more; and

 

(i)          any transaction with a related party other than (i) employment contracts in the ordinary course of business and (ii) such transactions which are on an arm’s length basis and normal commercial terms.

 

5.3        Conflicts of Interest. The Parties shall cause each Director and officer of the Company to disclose to the Board any conflicts of interest, including any interest he may have in any transaction of the Company, or in any Person which does business with the Company or competes directly or indirectly with the Company, and intent to engage, directly or indirectly, in any activity within the scope of the Company’s business.

 

5.4        Officer Appointments. The Company shall, upon consultation with [BBB], appoint a Chief Investment Officer and a Compliance Officer. For each such position, within 45 days after the Closing Date, and thereafter within 30 days following any vacancy, the Company shall provide a short list of qualified candidates. Within 30 days after receiving such short list, [BBB] shall determine the candidate to be appointed, and the Company shall provide such information as [BBB] may reasonably request for purposes of making such determination. Upon such determination, the Company appoint such candidate promptly and in any event within [•] days. Any such officer shall be involuntarily removed only upon showing of just cause, and subject to prior consultation between the Company and [BBB], and in such event his replacement shall be determined and appointed in accordance with this Section 5.4.

 

SECTION 6. FURTHER COVENANTS

 

6.1        Financial Statements and Reports. Throughout the term of this Agreement, the Company shall prepare and provide to [BBB], in [Language] : (i) within [•] days after the end of each fiscal quarter (including the last quarter of each fiscal year), a quarterly financial report of the Company in a format to be agreed between the [BBB] and the Company, but in any event including unaudited balance sheet, profit and loss statement and cash flow statement; (ii) within [•] days after the end of the first half of each fiscal year, the semi-annual financial statements of the Company, including balance sheet, profit and loss statement and cash flow statement; and (iii) within [•] days after the end of each fiscal year, the audited annual financial statements of the Company, including audited balance sheet, profit and loss statement and cash flow statement in respect of such fiscal year.

 

6.2        Other Information. Throughout the term of this Agreement, the Company shall, in a timely manner, provide [BBB] upon request with information on financial condition, operations and prospects of the Company, including: estimated changes in balance sheet, changes in business plans and forecasts, expansion or fund raising plans, any IPO developments, any material developments in employee, supplier and client relations, and any new actions.

 

6.3        Compliance with Other Agreements. The Company shall comply, and the other Parties shall take all such action as may be necessary to cause the Company to comply, with the terms and conditions of the Investment Agreement, including the Bond Conditions, and the Management and Assistance Agreement.

 

6.4        Capital Account. The Company shall maintain total pain-in capital and capital surplus of not less than ￦[•].

 

SECTION 7. IPO POLICY

 

7.1        IPO. The Company and [AAA] shall use their best efforts to cause an IPO of the Common Shares on the [•] at the earliest time and practicable following satisfaction of applicable listing or registration requirements. Upon [BBB]’s request, and subject to applicable Law and approval by the leading underwriter of an IPO of the Common Shares, the Company and [AAA] shall include Common Shares of [BBB], on at least a pro-rata basis with other minority shareholders, in Shares offered in such IPO.

 

7.2        IPO Committee. For purposes of Section 7.1, the Company shall form an IPO committee, including appropriate Directors or officers of the Company and at least one representative of [BBB], in order to monitor, develop and coordinate preparations for an IPO. Any material matters relating to an IPO, including selection of the stock exchange, number of Shares to be offered, and timing, shall require the prior review and consent of both Shareholders.

 

SECTION 8. TERM AND TERMINATION

 

8.1        Effectiveness and Term. This Agreement shall become effective upon the Closing, and shall be void and of no effect if the Closing does not occur and the Investment Agreement is terminated in accordance with Section 7 thereof. Once effective, this Agreement shall remain in effect unless terminated in accordance with this Section 8.

 

8.2        Termination Based on Shareholding. In the event that [AAA]’s shareholding falls below [•] % of total issued and outstanding Shares, [BBB] may terminate this Agreement effective immediately upon written notice to the other Parties. In the event that [BBB]’s shareholding falls below [•] % of total issued and outstanding Shares, [AAA] may terminate this Agreement effective immediately upon written notice to the other Parties.

 

8.3        Termination by Shareholders. This Agreement may be terminated by mutual agreement of the Shareholders, effective immediately upon written notice to the Company.

 

 

8.4        Termination by [AAA]. This Agreement may be terminated by [AAA], effective immediately upon written notice to the other Parties, in the event that either (i) [BBB] commits a material breach of any obligations under this Agreement or the  Investment Agreement and fails to remedy such breach within [•] days after receiving written notice requiring such breach to be remedied; or (ii) the Management and Assistance Agreement is terminated as a result of any breach or default thereunder by [BBB].

 

8.5        Termination by [BBB]. This Agreement may be terminated by [BBB], effective immediately upon written notice to the other Parties, in the event that either (i) [AAA] or the Company commits a material breach of any obligation (including, in  the case of [AAA], any representation or warranty) under this Agreement and fails to remedy such breach within [•] days after receiving written notice requiring such breach to be remedied; (ii) there occurs an event of default under the Investment Agreement; (iii) the Management and Assistance Agreement is terminated as a result of any breach or default thereunder by the Company; (iv) [AAA] ceases to have all authorizations from [CCC] Bank necessary in order to  fulfill his obligations under this Agreement and to cause the Company to comply with the terms and conditions hereof, or (v) the condition specified in Section [•] of the Investment Agreement is not fulfilled according to its terms.

 

8.6        Effect of Termination. Upon termination of this Agreement under this Section 8, this Agreement shall, with the exception of Section 8.7 and Section 9, forthwith become void and of no effect, and no Party shall have any liability or further obligation to the other Parties hereunder; provided, however, that termination shall not release any Party from any liability arising before termination. Notwithstanding any termination of this Agreement based on a material breach by a Party, such Party shall remain subject to the provisions of Section 4 in respect of its Shares, throughout the period provided for under Section 4.1.

 

8.7        Certain Remedies upon Termination.

 

(a)         In the event of termination of this Agreement by [AAA] under Section 8.4, [AAA] shall have the right to purchase from [BBB] all Shares then owned by [BBB] at a price equal to the fair market value thereof minus 10%. In the event of termination of this Agreement by [BBB] under clause (i), (ii) or (iii) of Section 8.5, [BBB] shall have the right to require [AAA] to purchase from [BBB] all Shares then owned by [BBB] at a price equal to the fair market value thereof plus [•] %. Each of the foregoing rights shall be exercisable by notice to [BBB] or [AAA], as the case may be, within [•] days after the effective date of such termination. In each case, fair market value of Shares shall be determined by a leading independent securities company or accounting firm in Korea designated by the terminating Shareholder and consented to by the other Shareholder (such consent not to be unreasonably withheld or delayed), with costs to be reimbursed by such other Shareholder, and such determination shall be final and binding on the Parties absent manifest error. The closing of the sale and purchase of Shares shall take place within [•] days after the issuance of such determination.

 

(b)         In the event of termination of this Agreement by [BBB] under clause (iv) or (v) of Section 8.5 within [•] years after the date hereof, and as an alternative to any remedies of [BBB] in the event of termination of this Agreement by [BBB] under clause (i), (ii) or (iii) of Section 8.5 within [•] years after the date hereof, [BBB] shall have the right to require [AAA] to purchase from [BBB] all Shares then owned by [BBB] at a price equal to the Share Subscription Price or Conversion Price, as the case may be, at which the Shares were acquired, plus interest deemed to accrue thereon at the rate of [•] % per annum from the Closing Date or Conversion Date, as the case may be, to the date of payment by [AAA]. Such right shall be exercisable by notice to [AAA] within [•] days after the effective date of such termination. As an alternative to any remedies of [AAA] in the event of termination of this Agreement by [AAA] under Section 8.4, [AAA] shall have the right to purchase from [BBB] all Share Subscription Price or Conversion Price, as the case may be, at which the Shares were acquired, minus an amount equal to interest deemed to accrue thereon at the rate of [•] % per annum form the Closing Date or Conversion Date, as the case may be, to the date of [BBB]’s tender of delivery of the Shares to [AAA]. Such right shall be exercisable by notice to [BBB] within [•] days after the effective date of such termination.

 

SECTION 9. MISCELLANEOUS

 

9.1        Expenses. Each Party shall bear its own costs, expenses and fees incurred in connection with the negotiation, preparation and execution of this Agreement.

 

9.2        Confidentiality. Each Party shall keep, and shall cause its affiliates and its and their directors, officers, employees, agents and representatives directors, officers, employees, agents and representatives to keep, confidential all information relating to this Agreement and all information obtained in connection with this Agreement relating to the business of the Company, unless publicly available through no fault of such Party or otherwise available through no fault of such Party or otherwise available to such Party through no breach of confidentiality obligations of such Party or other Persons; provided, however, that information may be disclosed to the extent required under applicable Laws.

 

9.3        Notices. All notices and other communications to a Party shall be effective if in writing and sent by hand delivery, domestic registered mail, international express courier or facsimile to such Party at the following address, or to such other address as such Party shall have designated by written notice to the other Parties:

 

To [AAA]         [AAA]

                C/o ZZZ Investment Management Co., Ltd.

                                                    ,

                [Address]

                Attention : [•]

                Fax No. : [•]

 

To [BBB]:         [BBB]

                                                   ,

                [Address]

                Attention : [•]

                Fax No. : [•]

 

To the Company:  [ZZZ Investment Management Co., Ltd.]

                                                    ,

                [Address]

                Attention : [•]

                Fax No. : [•]

 

Unless otherwise specified herein, all notices and other communications shall be deemed to have been received (i) at the time of receipt if sent by hand delivery, (ii) on the [•]th business day after dispatch if sent by domestic registered mail or international express courier, and (iii) on the date of transmission if sent by facsimile, whichever occurs first.

 

9.4        Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors and permitted assignees.

 

9.5        Amendment and Waiver. This Agreement may be amended only in writing signed by all the Parties. No course of dealing, nor delay by any Party in exercising any right hereunder, shall operate as a waiver thereof, and no waiver by any Party of any such right shall preclude any further exercise of such right or of any other right under this Agreement.

 

9.6       Entire Agreement. This Agreement, together with the Investment Agreement and the related documents, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes any other agreements or communications (whether written or oral) among the Parties regarding such subject matter.

 

9.7        Severability. If any provision of this Agreement is determined to be unenforceable by any Government Authority, the remaining provisions shall be severable and enforceable in accordance with their terms.

 

9.8        Governing Law. This Agreement shall be governed by, and construes in accordance with, the laws of [Name of the Country], without giving effect to its conflict of laws principles.

 

9.9        Arbitration. Any dispute or claim arising out of or in relation to this Agreement, if [BBB] is a party to such dispute or claim, shall be finally settled by binding arbitration in Singapore, in accordance with the Rules of Arbitration of the International Chamber of Commerce. The proceeding shall be in [Language]. Notwithstanding the tendency of any such proceeding, any Party may seek preliminary injunctive relief from any court of competent jurisdiction.

 

9.10      Language; Counterparts. This Agreement is prepared in [English]. In the event of any discrepancy between this [English] version and any translation hereof, the English version shall prevail in all respects. This Agreement may be executed in one or more counterparts.

 

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

 

[AAA]

 

By :                       

Name : [•]

Title : [•]

 

 

[BBB]

 

By :                       

Name : [•]

Title : [•]

 

 

[ZZZ INVESTMENT MANAGEMENT CO., LTD.]

 

By :                       

Name : [•]

Title : [•]

 

[CCC Bank hereby acknowledges and consents to the terms and conditions of this Agreement :]

 

[CCC BANK]

 

By :                       

Name : [•]

Title : [•]

3 Shareholder's Agreement.doc