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Shareholders Agreement - Subject to change

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1. Definitions

  • Company: Inkie Ltd, a private limited company registered in England and Wales (registration number 15200689).

  • Shares: Non‑voting ordinary shares of £500 nominal value each issued by the Company pursuant to this agreement.

  • Investor: A person purchasing Shares under this agreement.

2. Issue of Shares

2.1 The Company will issue up to 2,000 non‑voting shares.
2.2 Each Investor will pay the subscription price (e.g., £500 per share).
2.3 Upon receipt of payment, the Company will allot and issue the Shares and register the Investor in its register of members.
2.4 The Shares shall be non‑voting and carry no right to attend or vote at any general meeting

3. Rights Attaching to Shares

3.1 The Shares may entitle the Investor to dividends declared by the Company pro rata with other ordinary shares, subject to available profits.
3.2 The Shares confer no right to participate in the management of the Company or to appoint directors.
3.3 In a winding‑up, the Investors rank pari passu with other ordinary shareholders after creditors.

4. Transfer and Exit

4.1 Non‑transferability: The Shares may not be sold, transferred, assigned or otherwise disposed of without the prior written consent of the directors.
4.2 Pre‑emption rights: If the Company proposes to issue or transfer any shares (other than to an existing shareholder), existing shareholders (including Investors) will have pre‑emption rights to purchase such shares on a pro rata basis.
4.3 No market: The Shares are not listed on any exchange and may be difficult to sell; the Company may facilitate buy‑backs at its discretion but is under no obligation to do so.
4.4 Death or incapacity: On death, shares will transfer to the personal representatives, subject to the same restrictions

5. Investor information

5.1 The Company will send Investors a quarterly or annual investor newsletter with information on performance, product updates and strategic direction.
5.2 Investors acknowledge that information supplied may be confidential and agree not to disclose it to third parties.

6. Warranties & risk warning

6.1 The Investor warrants that they are acquiring Shares as principal for investment purposes and not with a view to resale.
6.2 The Company makes no representation as to the future value of the Shares. Investment is speculative and capital is at risk.
6.3 The Shares are not regulated investments. Investors have no protection under the Financial Services Compensation Scheme and cannot complain to the Financial Ombudsman Service.

7. Governing law

This agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

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