This agreement is made on ____ BETWEEN Marcio Andrade “shareholder 1”
on the first part and Associacao Sombra Zero “shareholder 2” on the second part.
WHEREAS:
A. The Company Mind fuel Management LLC is a company incorporated in Puerto Rico;
B. Shareholder 1 and shareholder 2 are its shareholders.
C. Shareholder 2 is a separate and independent entity from Mind Fuel Management
LLC.
NOW, THIS AGREEMENT WITNESSES that in consideration of the premises and mutual
covenants and agreements, the parties in this Agreement agree as follows:
- ORGANIZATION OF THE COMPANY
The company will retain its offices and/or presence in Puerto Rico and the management will
continue to carry on business as usual.
The Company will be governed by a Board of Directors (the “Board”) appointed by the
Shareholders. - DIRECTORS, SHAREHOLDERS, AND COMPANY OBLIGATIONS
i. The Shareholders may pledge any of their Shares as security for any borrowings by
them provided the pledgee executes an agreement, in writing, providing that the
pledgee shall be subject to all of the terms of this Agreement.
ii. Each Shareholder and Director shall use his/her best efforts, skill, and abilities to
promote the interests of the Company. Each Shareholder and Director agrees that
he/she will keep all matters about the Company strictly confidential other than normal
disclosures (e.g. brochures, financing offers, and documents) made in the course of
business.
iii. Every Director of the Company shall exercise the powers and discharge the duties of
his/her office honestly, in good faith and the best interests of the Company, and in
connection therewith shall exercise the degree of care and diligence and skill that a
reasonably prudent person would exercise in comparable circumstances.
- RESTRICTIONS OF TRANSFER, ETC.
No Shareholder, without the prior written consent of the remaining Shareholders, shall sell,
assign, transfer, dispose of, donate, mortgage, pledge, hypothecate, charge or otherwise
encumber or deal with any of his/her Shares unless by this Agreement.
The parties hereby agree that notice of this Agreement shall be endorsed in red ink on all
certificates representing Shares from time to time held or beneficially owned by them; and
that a copy of this Agreement shall be maintained in the legal records of the Company.
If pursuant to any provisions of this agreement, any one or more of the Shareholders shall
sell, assign, transfer or convey any of his/her shares to any person, firm, or corporation other
than one of the present parties hereto, no such transfer shall be made or shall be effective
and no application shall be made to the Company to register any such transfer until the
proposed transferee agrees with the other parties hereto to the same effect as this
Agreement, and any further agreement concerning the Company to which the transferor is a
party.
- TERMINATION OF AGREEMENT.
This Agreement shall terminate on the occurrence of any of the following events:
i. The Company is dissolved, wound-up, surrenders its charter, make an assignment in
bankruptcy, makes a proposal to its creditors, or has a receiving order made against
it;
ii. unanimous agreement of the Shareholders; or
iii. sale of the Company to another party. - GENERAL COVENANTS.
This Agreement shall enure to the benefit of and be binding upon the parties and their
respective heirs, executors, administrators, and assigns.
The parties agree to hold and cause to be held all such meetings of directors and
shareholders of the Company and to deliver and execute all such documents as may be
necessary to give full effect to this Agreement.
This Agreement shall be construed in accordance with the laws of Puerto Rico.
Words in the singular shall include the plural and vice-versa, and words importing the
masculine shall include the feminine and the neuter and vice-versa, and words importing
persons shall include corporations and vice-versa.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals this _ day of , 20__.
Signed by the SHAREHOLDER 1; Signed by the duly Authorized
Representative of SHAREHOLDER 2;
Signature: ………………………………………. Signature: ……………………………………
Name: …………………………………………….. Name: …………………………………………
Designation: ……………………………………… Designation: ………………………………….
Date: …………………………………………….. Date: …………………………………………
Telephone: ……………………………………… Telephone: ……………………………………
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