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Covenant Re: Shareholders Agreement

(Transferor Released)

TO: [Name of Corporation] (the "Corporation")

AND TO: [List of Existing Shareholders bound by shareholders' agreement] (the "Parties")

RE: Shareholders' Agreement dated as of [Date of Shareholders Agreement], (the


"Shareholders' Agreement”) concerning the Corporation

WHEREAS:

(A) Pursuant to the terms of the Shareholders' Agreement there can be no transfer of any of
the shares of the Corporation except in certain circumstances and unless the transferee of
such shares first enters into this Covenant;

(B) [Name of Transferror of Shares] (the "Transferor") proposes to transfer [No. of Shares]
shares of the Corporation (the "Shares") to [Name of Transferee of Shares] (the
"Transferee");

(C) The Transferee has agreed to observe and to be bound by the terms of the Shareholders'
Agreement so that the provisions thereof will govern the rights and obligations among the
Parties and the parties hereto regarding the organization and affairs of the Corporation
and the sale of shares of the Corporation under certain circumstances, and the parties
thereto have agreed to release the Transferor from further obligations and liabilities under
the Shareholders' Agreement.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which
is hereby irrevocably acknowledged, the undersigned, intending to be legally bound hereby,
hereby covenants and agrees as follows:

1. The Transferee acknowledges that the foregoing recitals are true and correct and
acknowledges having received and reviewed a copy of the Shareholders' Agreement.

2. The Transferee covenants and agrees to be bound by the terms of the Shareholders'
Agreement in the same manner as if the Transferee had been an original party thereto.

3. The Transferee hereby represents and warrants that the Transferee is purchasing the
Shares as principal, for its own account and not as agent, trustee or representative for any
other person, except as may be disclosed in Section 5 below.

4. If the Transferee is a corporation, the Transferee hereby covenants, represents and


warrants as follows:

(a) the Transferee is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and is qualified to
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do business and is in good standing in each jurisdiction in which it carries on


business;

(b) the Transferee has all necessary corporate power, authority and approval to enter
into this Assumption Agreement and to perform its obligations hereunder;

(c) all necessary corporate action has been taken by the Transferee to authorize the
execution and delivery of this Assumption Agreement and the performance of its
obligations hereunder, and this Assumption Agreement has been duly executed
and delivered by the Transferee and constitutes a legal, valid and binding
obligation of the Transferee enforceable against it in accordance with its terms
and the terms of the Shareholders' Agreement; and

(d) neither the execution and delivery of this Assumption Agreement by the
Transferee, nor the performance of its obligations hereunder, will conflict with or
result in the violation, contravention or breach of, or any default under, any of the
terms or provisions of the constating documents or by-laws of the Transferee or of
any agreement, obligation, contract, commitment, law or regulation to which the
Transferee is a party or by which it is bound.

(e)

(i) the shares and securities in its capital listed below are the only issued and
outstanding shares and securities convertible into shares in its capital, all
of which are free and clear of all claims, liens and encumbrances
whatsoever (except as permitted by the Shareholders' Agreement):

Securityholder Number and class of shares or


securities convertible into shares

[Name of Security Holder of [Number and class of shares or


Transferee] securities convertible into shares of
Transferee]

and

(ii) no person has any agreement or option or right capable of becoming an


agreement for the purchase of any such outstanding shares or securities;

(f) the aforementioned shareholders or security holders are, except as indicated


below, the legal and beneficial owners of the number and class of shares and/or
securities indicated opposite their respective names;

(g) no person has any agreement or option or right capable of becoming an agreement
for the purchase, subscription or issuance of any of the issued shares in its capital
or any securities convertible into shares in its capital; and
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(h) each of the undersigned who are shareholders or security holders of the Transferee
acknowledges and agrees that he shall be bound by the Shareholders' Agreement
as if he had been an original signatory thereto.

5. If the Transferee is a trust, the Transferee hereby represents and warrants that the current
trustees and vested beneficiaries of the Transferee (the "Trust") are as follows:

(a) [list of trustees and beneficiaries of Transferee]; and

(b) annexed hereto is a true copy of the Declaration of Trust establishing the Trust
and such document has not been amended or superseded since the establishment
of the Trust, except as indicated below.

6. All notices, requests, demands or other communications (collectively, "Notices") by the


terms of the Shareholders' Agreement required or permitted to be given by one party to
any other shall be given to the Transferee in accordance with the terms of the
Shareholders' Agreement, at:

[Name of Transferee] at [Address of Transferee]

Fax Number: [Fax Number]

7. Unless specifically defined herein or unless the context otherwise requires, terms used
herein which are defined in the Shareholders' Agreement shall have the meanings
ascribed to such terms in the Shareholders' Agreement.
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8. This Agreement shall be governed by and construed in accordance with the laws of the
State of [State (ie. California)] and shall be binding upon the undersigned and their heirs,
executors, administrators, successors, permitted assigns and legal representatives. The
undersigned hereby submit to the exclusive jurisdiction of the Courts of the State of
[State (ie. California)] in connection with this Covenant.

IN WITNESS WHEREOF the Transferee has duly executed this Covenant as of [Date (ie. July
31, 2002)].

Witness [NAME OF TRANSFEREE]

The undersigned hereby accept the foregoing covenant and release and forever discharge the
Transferor from all obligations, liabilities, claims and other duties under the Shareholders'
Agreement.

Witness [NAME OF EXISTING


SHAREHOLDER 1]

Witness [NAME OF EXISTING


SHAREHOLDER 2]

Witness [NAME OF EXISTING


SHAREHOLDER 3]