SHAREHOLDERS AGREEMENT
AGREEMENT made this 28th day of July, 2014, by and among KASHMIRE
INVESTMENTS LTD., a Nevis corporation, SEDNA GROUP LTD., a Nevis corporation, KUIPER GROUP LTD., a Nevis corporation, LACONM MANAGEMENT N.V. all four having an address at C/0 Detienne & Co., Puerta Del Sol, Welfare Road, Unit 312, St. Maarten
(hereafter all four "Corporations"), BARBERY GROUP LTD., a Nevis corporation represented by Samir Andrawos, with an address C/0 Detienne & Co., Puerta Del Sol, Welfare Road, Unit 312, St. Maarten, (hereafter "Barbery"), PLEDGE GROUP HOLDINGS, INC. a Nevis Corporation represented by Victoria Iglesias, with an address at C/0 Detienne & Co., Puerta Del Sol, Welfare Road, Unit 312, St. Maarten (hereafter "Pledge") and WAVERLY INVESTMENTS LTD., a Marshall Island corporation, having an address for the purpose of notices pursuant to this Agreement at c/o Arie E. David, Esquire, 17 Bonnie Brook Road, Westport, Connecticut, 06880, USA (the last three parties hereafter referred to as "Stockholders." or Shareholders")
WITNESSETH:
WHEREAS, the Stockholders own or are about to own all the issued and outstanding shares of stock of Corporations and they are desirous ofjointly owning, developing and selling or leasing real property in St. Maarten;
WHEREAS, the Stockholders desire to set forth the terms upon which they will be Stockholders of the Corporations, and to provide for reasonable restrictions on
the transfers of shares of stock ofthe Corporations; and
WHEREAS, the Stockholders desire to set forth certain provisions with respect to the operation and affairs of the Corporations,
NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein contained, the Stockholders hereby agree as follows:
1. Ownership of Stock
(a) The stock ownership in each of the Corporations shall be as follows: Stockholders Barbery Pledge Waverly Percentage of shares 25% 25% 50%
Each Stockholder agrees to contribute to the Corporations as shall be determined by the majority vote of all Stockholders, by way of capital investment and/or loans to the Corporations, within a period of time and such other terms as determined by a majority vote of all the Stockholders.
(b) Each certificate representing shares of common stock of the Corporations shall bear the following legend:
The sale, encumbrance or other transfer of the shares represented by this certificate is restricted by the provisions of an Agreement dated July 28, 2014 among the Stockholders of the Corporation. A counterpart of such Agreement may be examined at the office of the Corporation.
(c) The Stockholders agree that they shall vote their shares to effectuate the provisions of this paragraph and as well as all other terms of this Agreement.
2. Restriction on Sale of Stock
Except for transfers permitted pursuant to this Agreement, no Stockholder may sell, exchange, give, pledge, assign, transfer, or otherwise in any manner dispose of, encumber or hypothecate any shares of principal stock of the Corporations owned by such Stockholder. Any purported disposition or encumbrance of shares which does not comply with this Agreement shall
be void and not effective for any purpose, and the purported recipient of such shares shall not be or have any of the rights of a Stockholder of any of the Corporations.
3. Sale of Stockholder's Shares
Any sale of a Stockholder's shares in any of Corporations during the three year period from the date hereof is strictly prohibited and shall be null and void if attempted. In the event that at any time during thereafter a Stockholder wishes to sell his/her/its shares in any of the Corporations, he or she or it may do so only by first giving written notice thereof to such Corporation and to the other Stockholders ("Notice of Sale"). The Notice of Sale shall include the exact and complete terms of the proposed sale by the Stockholder to a bona-fide third party in an arms length transaction, and shall have attached thereto a true and full copy of the executed agreement between the Stockholder and said third party. For a period of thirty (30) business days after receipt by the said Corporation of the Notice of Sale, the Corporation shall have the right to give written notice to the Stockholder of the Corporation's exercise of its right to purchase the Shares (partial transfers are not permitted), on the same terms, price and conditions as set forth in the Notice of Sale. If the Corporation does not exercise its said option, there may be a valid sale of such Stockholder's shares within the following 90 days, all pursuant to the exact terms and conditions as reflected in the said Notice of Sale ..
4. Death of a Stockholder
In the event of the death of a Stockholder, the Stockholder's estate or designated beneficiary or beneficiaries may inherit the shares of the deceased stockholder, provided, however, that such inheritance shall be subject to the terms and conditions of this Agreement, and that the representative of the estate, or the beneficiary or beneficiaries, execute a document acknowledging the inheritance upon such terms and conditions. For a period of four years from the date of this
~
JI
Agreement, the estate, or the beneficiary or
bene~ciaries,
may not vote their shares of stock on anyt
matter relating to the business of the Corporations, including but not limited to having any right to
appoint a director or officer in the place and stead of the deceased Stockholder.
5. Directors
The Board of Directors of each of Corporations shall consist of four directors: Victoria
Iglesias, designated by Pledge, Sarnir Andrawos, designated by Barbery, Arie David and Charyn
Powers, both designated by Waverly. Successors to each of the directors shall be designated by the
their respective designating Stockholder. All decisions and transactions of the Corporations which are not in the ordinary course of daily business shall require the majority vote of all the directors.
'.
6. Officers
The Officers of the Corporations shall be appointed by the board of directors.
7. Management of the Corporations
The Boar~ of Directors shall be primarily responsible for the day-to-day management of the
business and affairs of the Corporations. It is understood that Sarnir and Vicky shall supervise
construction on properties and Charyn Powers or her successors to designated by Waverly shall
supervise the financial affairs of Corporations.
8. The Stockholders, directors and officers shall not engage in any activity which is, or
may be, contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Corporations or in conflict therewith;
9. Life Insurance
(a) The Corporations may from time to time purchase policies of life insurance, insuring
the life of each or any of the Stockholders or directors, as the Board of Directors may determine. All
right, title and interest in said policies shall rest solely in the Corporations, and upon the death of
if
any Stockholder, the insurance proceeds shall belong to the Corporations. In the event that there is ~
life insurance on the life of any deceased Stockholder, the Corporations must elect to purchase at least such number of shares of the deceased Stockholders the life insurance proceeds received by the Corporations shall be able to purchase. The insurance proceeds shall not be considered in the computation of book value of agreed value, anything herein contained to the contrary notwithstanding, the estate of the deceased Stockholder shall receive the total proceeds of such policy of insurance.
(b) In the event of a sale by a Stockholder of all of his shares in the Corporations during his lifetime, he shall have the right to purchase any and all policies on his own life owned by the Corporations, by paying for same an amount equal to the amount of the case surrender value thereof (if any) to the Corporations. If such policy or policies have no cash surrender value, the Stockholder on whose life it was issued shall be entitled to a transfer of same without cost. This right to purchase must be exercised within thirty. days after the date of the sale by the Stockholder of his stock in the Corporations; if the expiration of said period this right shall not have been exercised, the Cor-porations may surrender same for its cash value (if any), or otherwise dispose of it or them in any lawful manner.
10. Governing Law.
This Agreement is governed by the internal laws of the State of New York. It shall be presumed that all foreign laws are identical to New York laws. The forum for settlement of all disputes relating to this Agreement shall exclusively be in a court of competent jurisdiction in the State ofNew York, City of New York, County of New York.
12. Specific Performance
The Stockholders recognize that any breach of this Agreement may give rise to irreparable
harm for which money damages would not be ad 5
extent legally permissible under any applicable law, specific performance may be had of the provisions of this Agreement.
13. Notices
Any notice, offer, exercise of rights, or other communication required or permitted to be given hereunder shall be in writing, and shall be deemed sufficiently given if sent by certified or registered mail, return receipt requested, to any Stockholder at such Stockholder's address as the same appears above, or to such other address as the Stockholder shall have furnished by notice to each of the other Stockholders.
14. Amendment; Waiver.
This Agreement sets forth the entire understanding of the parties and may be modified only by a written instrument duly executed by each Stockholder. No breach of any provision hereof shall be deemed waived unless expressly waived in writing by the party who might assert such breach.
15. Binding Effect.
This Agreement shall not be assignable by any Stockholder. This Agreement shall be binding upon the heirs, beneficiaries, executors and administrators of the Stockholders.
16. Enforceability.
In the event any provision of this Agreement is deemed unenforceable, such determination shall not affect any of the other provisions herein.
17. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
18. Integration Clause.
This Agreement constitutes the entire agreement on its subject matter and all prior and contemporaneous agreements and representations are null and void to the extent not embodied in this Agreement.
IN WI1NESS WHEREOF, this agreement has been executed by the parties hereto the day and year first above written.
LACONM MANAGEMENT N.V.
BARBERY GROUP, LTD KASHMIRE INVESTMENTS LTD.
KUIPER GROUP LTD. PLEDGE GROUP HOLDINGS, INC.
By:
