Shareholders' agreement
This agreement is made on 1 February 2027 between the persons listed in section 3 (the "Shareholders") and Brightwater Analytics Ltd, a company registered in Ireland (the "Company").
Company registration number: 12345678
Registered office: 14 Quay Street, Dublin 2, D02 AB12, Ireland
The Shareholders together hold all the issued shares of the Company. They wish to record how the Company will be run, funded and owned, and how a Shareholder may enter or leave. They agree as follows.
1. Meaning of words
In this agreement:
- "Board" means the board of directors of the Company, and "Director" a member of it.
- "Shares" means the shares in the share capital of the Company, of every class, whether held now or acquired later.
- "Founder" means each of Amira Khan and Daniel Okafor.
- "Fair Value" has the meaning in section 14.
- "Leaver" means a Founder who stops being a Director, employee or consultant of the Company, and who does not keep another such role.
- "Connected Person" means, for a person, their spouse or partner, their children, a company or trust they control or that benefits them, and, for a company, its owners and companies under the same control.
- "Business" means the business described in section 2.
- "Reserved Matter" means a matter listed in section 6.
- "Business Day" means a day other than a Saturday, Sunday or public holiday in the place where the Company's registered office is.
A reference to a section is to a section of this agreement. Headings are for convenience only. A reference to writing includes email. "Including" does not limit what comes before it.
2. The Company and its business
The Company carries on the following business, and will not change it without approval under section 6:
Developing and selling analytics software to retailers.
Each Shareholder will use their votes and powers so that the Company is run in the way this agreement describes, in good faith and for the long term success of the Company.
3. Shareholdings
The Shareholders hold the following Shares on the date of this agreement:
Amira Khan, 1 Mill Road, Dublin: 5,000 shares (50%)
Daniel Okafor, 22 Ash Street, Cork: 3,000 shares (30%)
Blue Harbour Fund, 8 Dock Lane, Dublin: 2,000 shares (20%)
Each Shareholder confirms that they own their Shares free of any charge, option or third party right, and that nothing stops them from signing this agreement. If a Shareholder later acquires more Shares, those Shares are bound by this agreement. A person who becomes a Shareholder after the date of this agreement must first sign a deed of adherence, agreeing to be bound by it as a Shareholder.
4. The Board and appointments
The Board is made up as follows:
Three directors: one chosen by Amira Khan, one by Daniel Okafor and one by Blue Harbour Fund.
A Shareholder or group of Shareholders who has the right to choose a Director may remove that Director and choose a replacement by written notice to the Company. Each Shareholder will vote their Shares to give effect to that right and will not vote to remove a Director chosen under it, except on the request of the Shareholder who chose that Director.
The Board manages the Company and acts in its best interests. It meets at least every 3 months. At least 5 Business Days' notice of a Board meeting, with an agenda and the papers, is given to every Director, unless all Directors agree to shorter notice. The Directors may meet by video or telephone, and a written decision signed by all of them is as valid as a decision at a meeting. A meeting is valid only if at least half of the Directors are present, including one Director chosen by each Shareholder who has the right to choose a Director, unless that Shareholder has been invited to two meetings in a row and has not come. Each Director has one vote. If the votes are equal, the chair has no second or casting vote.