Shareholder Agreement: 1-Purpose
Shareholder Agreement: 1-Purpose
Shareholder Agreement: 1-Purpose
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") is made as of this 01 day of May, 2023 (the
"Effective Date"), by and among Vitality Path LLC, a Wyoming corporation located at 30 N Gould St
Ste R Sheridan Wyoming 82801, Sheridan, WY 82801 (the "Company") and each of the individual
listed on Schedule A attached hereto (each a "Shareholder" and collectively, the "Shareholders").
1- PURPOSE
1. Shares. The Shareholders own all of the outstanding shares of the Company (the “Shares”) in the
amounts outlined in Schedule A. All Shares owned by the Shareholders or acquired in the future by
any Shareholder shall be subject to this Agreement.
2. Purpose. The Shareholders have entered into this agreement to act together with respect to the
management and supervision of the Company.
2- MANAGEMENT
1. Board of Directors. The Board of Directors (the “Board”) shall be equal to the number of
Shareholders. Each Shareholder shall have the right to sit on the Board or appoint a member to the
Board. The Board shall be obligated to hold annual meetings.
2. Authority of Directors. The Board may perform the following acts on behalf of the Company:
3. Limitations. The Board may not perform any of the following acts without the unanimous written
consent of all of the Shareholders:
● merge or sell or transfer all, or substantially all, of the assets of the Company
● issue additional shares of any class or any rights related to shares of any class
● voluntarily dissolve the Company
● Take a loan
● Transfer or sell its own shares without the written consent and approval of the majority of the
shareholders .
4. Expenses. All expenses in connection with the management and organization of the Company
will be paid by the Company.
5. Books and Records. The Company shall maintain complete and accurate accounts in proper books
of all transactions. The Company shall maintain at its principal office the following: (a) the full name
and last known business or residence address of each Shareholder; (b) records detailing all capital
accounts,
including entries for contributions and distributions, ownership interest, and percentage
ownership; (c) a copy of the articles of formation of the Company and any and all amendments; (d)
copies of all federal, state, and local income tax or returns and reports for the six most recent
taxable years; (e) a copy of this Agreement and any amendments; (f) copies of financial statements of
the Company for the six most recent fiscal years; (g) the books or records as related to the internal
affairs of the Company; and (h) true and full information regarding the status of the business and
financial conditions of the Company.
1. Profits/Losses. For accounting and tax purposes, net profits or net losses shall be determined on
an annual basis. Profits and losses will be distributed in proportion to each Shareholder’s
percentage or ownership interest in the Company as set forth in Schedule A.
2. Distributions. The Company shall distribute net income quarterly or, if determined as necessary
by the Board, at more frequent intervals.
4-PREEMPTIVE RIGHTS
2. . Involuntary Transfers. Upon the occurrence of any of the following events (1) the death of
a Shareholder; (2) the total mental or physical disability of a Shareholder; (3) the
termination of a Shareholder’s employment with the Company; or (4) the bankruptcy or
insolvency of a Shareholder, the Company shall redeem or purchase for cancellation all of
the Shares owned by the withdrawing Shareholder within sixty (60) days from the date of
the event.
3. Right of First Refusal. If any Shareholder intends to sell or transfer any Shares, such
Shareholder shall first offer to the remaining Shareholders the option to purchase the
offered Shares at the price and in accordance to the same terms being offered to the third
party. The remaining Shareholders shall have ninety (90) days to exercise this right of first
refusal. If the remaining Shareholders elect to purchase less than all of the offered Shares,
the offering Shareholder may sell any remaining Shares to the third party.
Certificates. All certificates representing the Shares now owned or hereafter acquired by each
Shareholder shall have the following legend conspicuously printed on its face:
“The shares represented by this certificate are subject to certain restrictions contained in a
Shareholder Agreement among the Company and the Shareholders. A copy of the Shareholder
Agreement is on file at the principal office of the Company.”
2. Termination. This Agreement will terminate in the event one of the following occurs :
3. . No Waiver. No party shall be deemed to have waived any provision of this Agreement or
the exercise of any rights held under this Agreement unless such waiver is made expressly
and in writing. Waiver by any party of a breach or violation of any provision of this
Agreement shall not constitute a waiver of any other subsequent breach or violation.
4. Assignment. No party hereto shall have the right to assign its rights or delegate its duties
hereunder without the written consent of the other parties, which consent shall not be
unreasonably withheld.
5.
6. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable
in whole or in part, the remaining provisions shall not be affected and shall continue to be
valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not
been included in this Agreement.
7. . Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and
their respective legal representatives, heirs, administrators, executors, successors and permitted
assigns.
8. Headings. The section headings herein are for reference purposes only and shall not
otherwise affect the meaning, construction or interpretation of any provision in this
Agreement.
9. Governing Law. The terms of this Agreement shall be governed by and construed in
accordance with the laws of the State of Wyoming.
10. Disputes. Any dispute arising from this Agreement shall be resolved through mediation.
11. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together, shall constitute one and the same
document.
12.
13. . Entire Agreement. This Agreement contains the entire understanding between the parties
and supersedes and cancels all prior agreements of the parties, whether oral or written,
with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executing this Agreement as of the date first written
above.
Company Name: Vitality Path Representative Signature: _____________________
80%
Nawar Hussein
Steve Erl 20%