SHAREHOLDER AGREEMENT

This Agreement is made on [agreementDate] between:

(1) [shareholder1Name] holding [shareholder1Shares]% of the issued share capital;

(2) [shareholder2Name] holding [shareholder2Shares]% of the issued share capital;

(each a "Shareholder" and together the "Shareholders")

and

(3) [companyName] (company number [companyNumber]) of [companyAddress] (the "Company").

1. Background

1.1. The Shareholders own all of the issued share capital of the Company.

1.2. The Shareholders enter into this Agreement to regulate their relationship as shareholders, the management of the Company, and the transfer of shares.

1.3. This Agreement supplements (and where inconsistent, overrides) the Articles of Association of the Company.

2. Business of the Company

2.1. The Company's business is set out in its Articles. The Shareholders will not, without unanimous consent, materially expand or change the nature of the Company's business.

3. Board of Directors

3.1. The Board of Directors will consist of 2 directors.

3.2. Each Shareholder holding ≥30% of the issued share capital is entitled to appoint and remove one director.

3.3. The chair of the Board has no casting vote. Equality of votes results in deadlock; see clause 11.

4. Reserved matters

4.1. The Company will not take any of the following actions without unanimous written consent of all Shareholders:

(a) issue, allot, or buy back any shares (or grant options/warrants); (b) declare or pay any dividend or distribution; (c) borrow money exceeding £25,000 in aggregate; (d) enter into any contract or commitment exceeding £25,000 outside the ordinary course of business; (e) sell or transfer all or substantially all of the Company's business or assets; (f) commence or settle any litigation involving more than £10,000; (g) enter into any related-party transaction involving a Shareholder, director, or close family member; (h) hire or dismiss any employee earning more than £80,000 per year; (i) change auditors, accountants, or registered office; (j) amend the Company's Articles or Memorandum; (k) wind up, liquidate, or place the Company into administration.

5. Pre-emption on transfer

5.1. A Shareholder wishing to transfer shares ("Selling Shareholder") must first offer them in writing to the other Shareholders ("Pre-emption Notice") at the price stated.

5.2. The other Shareholders have 30 days to accept in whole or in part, pro rata to their existing holdings.

5.3. If the offer is not accepted in full, the Selling Shareholder may within 90 days sell the unsold shares to a third party at no less than the offered price, subject to clauses 6 and 7.

6. Tag-along

6.1. If any Shareholder proposes to transfer more than 20% of the issued share capital to a third party, the other Shareholders have the right to require the third party to also acquire their shares on the same terms (per share, on a pro-rata basis).

7. Drag-along

7.1. If Shareholders holding 75% or more of the issued share capital ("Dragging Shareholders") accept a bona-fide offer from a third party for all of the Company's shares, the Dragging Shareholders may serve notice ("Drag Notice") on the remaining Shareholders requiring them to sell on the same terms.

7.2. On service of a Drag Notice, the remaining Shareholders are deemed to have accepted the offer and must sign all transfer documents within 14 days.

8. Restrictive covenants

8.1. While a Shareholder and for 12 months after ceasing to be one, no Shareholder will:

(a) carry on or be involved in any business that competes with the Company in the United Kingdom; (b) solicit any employee, customer, or supplier of the Company; (c) use or disclose any of the Company's confidential information.

8.2. The Shareholders agree these restrictions are reasonable and necessary to protect the Company's legitimate interests.

9. Confidentiality

9.1. Each Shareholder will keep confidential all information about the Company received in their capacity as a Shareholder, save where disclosure is required by law.

10. Information rights

10.1. The Company will provide each Shareholder with:

(a) annual statutory accounts within 5 months of year-end; (b) management accounts (P&L, cash flow, balance sheet) quarterly; (c) any material business update on reasonable request.

11. Deadlock

11.1. If the Board or Shareholders are deadlocked on any reserved matter for more than 30 days, the Shareholders will refer the matter to mediation under the CEDR Model Procedure.

11.2. If mediation does not resolve the deadlock within a further 60 days, either Shareholder may serve a "Buy-Sell Notice" on the other, offering to either buy the other's shares or sell their own at a stated price per share. The recipient must elect within 30 days.

12. New shareholders

12.1. Any person becoming a shareholder of the Company will sign a Deed of Adherence agreeing to be bound by this Agreement before any shares are issued or transferred to them.

13. Termination

13.1. This Agreement terminates when only one Shareholder remains, or by unanimous written agreement.

14. Governing law

14.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Signed by [shareholder1Name]:

Signature: _________________________ Date: ____________________________

Signed by [shareholder2Name]:

Signature: _________________________ Date: ____________________________

Signed for and on behalf of [companyName]:

Director: __________________________ Date: ____________________________

Signature: _________________________

This template is a starting point only. For a fundraise involving external investors, replace this with a properly-drafted SHA from a corporate solicitor.