TINTOY LLC SHAREHOLDER AGREEMENT

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Agreements
February 21, 2024

TINTOY LLC SHAREHOLDER AGREEMENT

This shareholder agreement (the “Agreement”) is made and entered into on [date], by and between XXX  whose address is [address of shareholder 1], XXX whose address is [address of shareholder 2], and XXX whose address is [address of shareholder 3] (collectively referred to as the “Shareholders”), who are the owners of 51%, 39%, and 10% percent, respectively, of XXX (the “Company”), a California State corporation engaged in the business of selling curated furniture packages on Shopify.

RECITALS:

WHEREAS, the Company is a XXX corporation engaged in the business of selling curated furniture packages on Shopify.

WHEREAS, the Shareholders are the owners of the Company and desire to enter into an agreement governing their relationship and the operation of the Company.

WHEREAS, the Shareholders wish to set forth their respective rights and obligations with respect to the ownership, management, and control of the Company.

WHEREAS, the Shareholders acknowledge that the success of the Company is dependent upon their cooperation, good faith, and diligence.

WHEREAS, the Shareholders agree that it is in their mutual best interest to enter into this Agreement to provide for the orderly and efficient management and operation of the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  1. Ownership and Capital Contributions
    • Shareholders: The Shareholders of the Company are as follows:
      • XXX
      • XXX
    • Ownership Percentage: The initial ownership percentage of each Shareholder is as follows:
      • XXX 51%
      • XXX 39%
      • XXX: 10%
    • Capital Contributions: Each Shareholder agrees to contribute capital to the Company in proportion to their ownership percentage. The contributions may be made in cash, assets, or services as determined by the Board of Directors.
    • Initial Capital Contributions: Each Shareholder shall make an initial capital contribution to the Company within [number of days] days of the effective date of this Agreement. The amount of the initial capital contribution shall be determined by the Board of Directors in consultation with the Shareholders, taking into consideration the Company’s capital needs and financial projections.
    • Additional Capital Contributions: The Shareholders may be required to make additional capital contributions to the Company if deemed necessary for the Company’s operations and growth. The determination of additional capital requirements shall be made by the Board of Directors, with reasonable notice given to the Shareholders.
    • Form of Contributions: Capital contributions may be made in cash, tangible or intangible assets, or provision of services. The value of non-cash contributions shall be determined by the Board of Directors in good faith, based on fair market value or as otherwise agreed upon by the Shareholders.
    • Timing of Contributions: The Shareholders shall make their capital contributions as and when requested by the Board of Directors. The Board of Directors shall provide written notice to the Shareholders specifying the amount and timing of any required capital contributions.
    • Failure to Contribute: If a Shareholder fails to make a required capital contribution within [number of days] days of receiving notice from the Board of Directors, the other Shareholders shall have the option to make the required contribution on behalf of the defaulting Shareholder. In such cases, the defaulting Shareholder’s ownership percentage shall be proportionately reduced.
    • Shareholder Loans: In the event that the Company requires additional funds beyond the capital contributions, the Shareholders may choose to provide loans to the Company. Any loans made by a Shareholder shall be documented separately, and the terms of such loans shall be agreed upon by the lending Shareholder and the Company.
    • Interest on Capital Contributions: No interest shall be paid on the capital contributions made by the Shareholders, unless otherwise agreed upon by the Shareholders in writing.
    • Return of Capital: Upon the liquidation or dissolution of the Company, any remaining assets shall be distributed among the Shareholders in proportion to their ownership percentages, after payment of all liabilities and obligations of the Company.
  2. Management and Control
    • The Company shall be managed by a board of directors consisting of the 3 shareholders as follows:
      • XXX
      • XXX
      • XXX
    • The Shareholders may, upon mutual consent, appoint additional directors to the board. The number of additional directors and their appointment shall be determined by a unanimous agreement of the Shareholders. Any such appointment shall be in accordance with the applicable laws and regulations governing the Company.
    • Powers and Responsibilities of the Board: The board of directors shall have the power and authority to make decisions and take actions necessary for the management and operation of the Company. This includes but is not limited to:
      • Formulating and executing the Company’s business plan, strategies, and policies.
      • Approving annual budgets, financial plans, and major financial transactions.
      • Approving the issuance of shares, options, or other equity-based incentives.
      • Overseeing the Company’s compliance with applicable laws and regulations.
    • Decision-Making: Decisions of the board of directors shall be made by majority vote unless otherwise specified in this Agreement. In case of a tie vote, the Chairman of the board, if appointed, shall have the casting vote.
    • Meetings: The board of directors shall meet at regular intervals as determined by the board or as called by any director with reasonable notice given to all directors. Meetings may be conducted in person, via teleconference, or by any other means agreed upon by the directors. A quorum shall be required for a valid meeting, consisting of a majority of the directors.
    • Resignation and Removal of Directors: Any director may resign by providing written notice to the board. A director may be removed from office by a unanimous vote of the Shareholders. In case of a director’s resignation or removal, the Shareholder who appointed the director shall have the right to appoint a replacement director in accordance with the provisions set forth in this Agreement.
    • Compensation: Directors may be entitled to receive compensation for their services as determined by the board, subject to applicable laws and regulations. Any compensation arrangement shall be documented separately and approved by the board.
    • Indemnification: The Company shall indemnify and hold harmless its directors to the fullest extent permitted by law, provided that such directors acted in good faith and in a manner reasonably believed to be in the best interests of the Company.
    • Conflicts of Interest: Directors shall disclose any actual or potential conflicts of interest and act in the best interests of the Company. Transactions involving conflicts of interest shall be subject to the review and approval of the board, with interested directors abstaining from voting.
    • Records and Reports: The board of directors shall ensure that accurate and complete records of the Company’s proceedings, decisions, and financial activities are maintained. They shall also provide regular reports to the Shareholders regarding the Company’s performance and significant developments.
  3. Financial Matters
    • The Company shall maintain accurate and complete financial records, which shall be available for inspection by any shareholder upon request.
    • The Company shall distribute profits to the shareholders in proportion to their ownership percentages.
    • The Company shall not distribute any dividends or profits unless the board of directors has determined that such distribution is prudent and will not adversely affect the Company’s financial position.
    • The shareholders agree to make additional capital contributions to the Company on a pro-rata basis if required by the board of directors.
  4. Transfers of Shares
    • No shareholder shall sell or transfer any shares in the Company without the prior written consent of the other shareholders.
    • If a shareholder wishes to sell or transfer any shares, the other shareholders shall have the right of first refusal to purchase the shares at the same price and on the same terms and conditions as offered by a third party.
    • If the other shareholders decline to purchase the shares, the selling shareholder may sell or transfer the shares to a third party, provided that the third party agrees to be bound by the terms of this Agreement.
  5. Confidentiality and Non-Competition
    • The shareholders agree to keep confidential all information relating to the Company’s business, operations, and finances.
    • The shareholders agree not to compete with the Company during the term of this Agreement or for a period of [number of years] years following the termination of this Agreement.
  6. Term and Termination
    • This Agreement shall be effective as of the date first written above and shall continue in effect until terminated by mutual agreement of the shareholders.
    • This Agreement may be terminated by the written agreement of all shareholders.
    • This Agreement shall terminate automatically in the event of the liquidation or dissolution of the Company.
  7. Governing Law
    • This Agreement shall be governed by and construed in accordance with the laws of the state of California
    • Any disputes arising under this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.
  8. Miscellaneous Provisions
    • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.
    • This Agreement may not be amended or modified except in writing signed by all shareholders.
    • This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
    • If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

/s/_________________________

XXX

[date]

 

/s/_________________________

XXX

[date]

 

/s/_________________________

XXX

[date]

 

 

 

 

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