Shareholders Agreement Sample Contracts

Affinion Group Holdings, Inc. – Amendment No. 3 to the Shareholders Agreement (November 14th, 2018)

This Amendment (this "Amendment"), dated as of November 14, 2018, is made by Affinion Group Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Shareholders Agreement (as defined below).

DOTA Holdings Ltd – Shareholders Agreement (November 7th, 2018)
Hyster-Yale Materials Handling – Joint Venture and Shareholders Agreement Between Wells Fargo Financial Leasing, Inc. And Hyster-Yale Group, Inc. Dated September 17, 2018 (October 30th, 2018)

THIS THIRD AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT ("Agreement"), dated September 17, 2018 (the "Restatement Effective Date") is by and between HYSTER-YALE GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive, Suite 300, Mayfield Heights, OH 44124 ("Hyster-Yale"), and WELLS FARGO FINANCIAL LEASING, INC., an Iowa corporation with offices at 5000 Riverside Drive, Suite 300E, Irving, TX 75039 ("Wells Fargo").

360 Finance, Inc. – 360 Finance, Inc. SHAREHOLDERS AGREEMENT (October 26th, 2018)

THIS SHAREHOLDERS AGREEMENT (this Agreement), is made as of the September 10, 2018, by and among 360 Finance, Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the Company), and each of the Shareholders and Management Team listed on Schedule A hereto, each of which is referred to in this Agreement as a Shareholder (collectively with the Company, Parties).

StoneCo Ltd. – SHAREHOLDERS AGREEMENT Dated as of October , 2018 Among STONECO LTD. And CERTAIN SHAREHOLDERS OF STONECO LTD. (October 16th, 2018)
Shareholders Agreement by and Among Tenneco Inc., American Entertainment Properties Corp., Icahn Enterprises Holdings L.P. And Icahn Enterprises L.P. Dated as of October 1, 2018 (October 2nd, 2018)
Osmotica Pharmaceuticals Ltd – Shareholders Agreement Dated as of Among Osmotica Pharmaceuticals Plc Acp Holdco (Offshore), L.P. Acp Iii Aiv, L.P. Altchem Limited Orbit Co-Invest A-I Llc Orbit Co-Invest 1 Llc Orbit Co-Invest Ii Llc Orbit Co-Invest Iii Llc and the Management Shareholders Identified Herein (October 1st, 2018)

THIS SHAREHOLDERS AGREEMENT (this Agreement), dated as of [ ], 2018, is entered into by and among Osmotica Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland with registration number 607944 and registered office at 25-28 North Wall Quay, Dublin 1, Ireland (together with its successors, the Company), ACP Holdco (Offshore), L.P., a Bermuda exempted limited partnership (ACP Offshore), ACP III AIV, L.P., a Bermuda exempted limited partnership (the VCOC, and together with ACP Offshore, the Avista Shareholder), Altchem Limited (the Altchem Shareholder), and each of Altchem, on the one hand, and the Avista Shareholder, collectively, on the other hand, a Sponsor), Orbit Co-Invest A-I LLC, a Delaware LLC (Orbit A-1), Orbit Co-Invest I LLC, a Delaware LLC (Orbit 1) and Orbit Co-Invest III, LLC (Orbit 3, and together with Orbit A-1 and Orbit 1, the Co-Invest Vehicles), the shareholders listed on Annex A hereto as Management Shareholders, and the Persons who on

Fintech Acquisition Corp. II – Shareholders Agreement (September 28th, 2018)

This Shareholders Agreement (this "Agreement") is made as of July 26, 2018, by and among International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the "Company"), certain former direct or indirect stockholders of Intermex Holdings II, Inc. identified on the signature pages hereto as Intermex Holders (the "Intermex Holders"), SPC Intermex Representative LLC, solely in its capacity as the Intermex Representative (the "Intermex Representative"), and the other individuals and entities signatory hereto identified on the signature pages hereto as Founding Shareholders (the "Founding Shareholders") (each party to this Agreement is referred to singly as a "Voting Party" and collectively as the "Voting Parties").

Sirius International Insurance Group, Ltd. – Shareholders Agreement (September 10th, 2018)

THIS SHAREHOLDERS AGREEMENT (this Agreement), is made as of the [*] day of [*], 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the Company), CM Bermuda Ltd., a Bermuda holding company (CM Bermuda), [*], a [*] ([*]), [*], a [*] ([*]), [*], a [*] ([*]), and [*], a [*] ([*] and, collectively with [*], [*] and [*], the Initial Holders).

360 Finance, Inc. – 360 Finance, Inc. SHAREHOLDERS AGREEMENT (September 10th, 2018)

THIS SHAREHOLDERS AGREEMENT (this Agreement), is made as of the September 10, 2018, by and among 360 Finance, Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the Company), and each of the Shareholders and Management Team listed on Schedule A hereto, each of which is referred to in this Agreement as a Shareholder (collectively with the Company, Parties).

Viomi Technology Co., Ltd – Shareholders Agreement (August 28th, 2018)
Osmotica Pharmaceuticals Ltd – Shareholders Agreement Dated as of Among Osmotica Pharmaceuticals Plc Acp Holdco (Offshore), L.P. Acp Iii Aiv, L.P. Altchem Limited Orbit Co-Invest A-I Llc Orbit Co-Invest 1 Llc Orbit Co-Invest Ii Llc Orbit Co-Invest Iii Llc and the Management Shareholders Identified Herein (August 22nd, 2018)

THIS SHAREHOLDERS AGREEMENT (this Agreement), dated as of [ ], 2018, is entered into by and among Osmotica Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland with registration number 607944 and registered office at 25-28 North Wall Quay, Dublin 1, Ireland (together with its successors, the Company), ACP Holdco (Offshore), L.P., a Bermuda exempted limited partnership (ACP Offshore), ACP III AIV, L.P., a Bermuda exempted limited partnership (the VCOC, and together with ACP Offshore, the Avista Shareholder), Altchem Limited (the Altchem Shareholder), and each of Altchem, on the one hand, and the Avista Shareholder, collectively, on the other hand, a Sponsor), Orbit Co-Invest A-I LLC, a Delaware LLC (Orbit A-1), Orbit Co-Invest I LLC, a Delaware LLC (Orbit 1), Orbit Co-Invest II LLC, a Delaware LLC (Orbit 2) and Orbit Co-Invest III, LLC (Orbit 3, and together with Orbit A-1, Orbit 1 and Orbit 2, the Co-Invest Vehicles), the individuals listed on Annex A

Rli Corp. – Shareholders Agreement (August 21st, 2018)

This Shareholders Agreement (this "Agreement") is made effective as of August 15, 2018, by and among Walter F. Hester III, individually and in his capacity as the Trustee of the Walter F. Hester III Revocable Trust dated August 24, 2017 ("Hester") and RLI Corp., a Delaware corporation ("RLI") (each, a "Holder" and collectively, the "Holders").

Pattern Energy Group Inc. – Shareholders Agreement (August 16th, 2018)

any amendment of the Articles (or the Project Shareholder Agreement, Project LPA, Management Agreement, the articles, by-laws or equivalent constituting document of any of the Subsidiaries of the Project Partnership, the Corporation or the Project General Partner), other than (i) as required by the applicable third-party partnership agreement, or (ii) amendments that are required by Applicable Law or are of a clerical or "housekeeping" nature;

DTZ Jersey Holdings Ltd – Shareholders Agreement by and Among Cushman & Wakefield Plc and the Shareholders Party Hereto Dated as of August 6, 2018 (August 9th, 2018)

This SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of August 6, 2018, is made by and among:

Fintech Acquisition Corp. II – Shareholders Agreement (August 1st, 2018)

This Shareholders Agreement (this "Agreement") is made as of July 26, 2018, by and among International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the "Company"), certain former direct or indirect stockholders of Intermex Holdings II, Inc. identified on the signature pages hereto as Intermex Holders (the "Intermex Holders"), SPC Intermex Representative LLC, solely in its capacity as the Intermex Representative (the "Intermex Representative"), and the other individuals and entities signatory hereto identified on the signature pages hereto as Founding Shareholders (the "Founding Shareholders") (each party to this Agreement is referred to singly as a "Voting Party" and collectively as the "Voting Parties").

Viomi Technology Co., Ltd – Shareholders Agreement (July 30th, 2018)
SMART Global Holdings, Inc. – Smart Global Holdings, Inc. Amendment No. 5 to Investors Shareholders Agreement (June 21st, 2018)

This AMENDMENT NO. 5 TO INVESTORS SHAREHOLDERS AGREEMENT (this "Amendment"), dated as of June 20, 2018, amends the Amended and Restated Investors Shareholders Agreement, dated as of November 5, 2016 (the "Original A&R Investors Shareholders Agreement") and as amended by Amendment No. 2 to Investors Shareholders Agreement dated as of May 30, 2017, and Amendment No. 3 to Investors Shareholders Agreement dated as of October 17, 2017 and amended by Amendment No. 4 to Investors Shareholders Agreement dated as of January 22, 2018 (as previously amended, the "A&R Investors Shareholders Agreement" and, together with this Amendment, this "Agreement"), by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the "Company"), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the "SLP Investor"), Silver Lake Technology Investors III Cayman, L.P., a Cayman Island

Form of Shareholders Agreement (May 24th, 2018)

This SHAREHOLDERS AGREEMENT (this Agreement), dated as of [], is between Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the Company), and General Electric Company, a New York corporation (the Shareholder and, together with the Company and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 5.6, collectively, the Parties).

Puxin Ltd – Shareholders Agreement (May 18th, 2018)

WHEREAS, on the date hereof, (a) the Management Shareholders hold and beneficially own certain number of Ordinary Shares, (b) the Investors hold and beneficially own certain number of Series A Preferred Shares, and (c) the Other Shareholders hold and beneficially own certain number of Ordinary Shares, each as set forth opposite such Other Shareholders, Management Shareholders, or Investors name on Schedule I hereto; and

Cango Inc. – Shareholders Agreement (May 4th, 2018)
JD.com, Inc. – SHAREHOLDERS AGREEMENT Among JINGDONG EXPRESS GROUP CORPORATION JINGDONG TECHNOLOGY GROUP CORPORATION and SERIES a INVESTORS (April 27th, 2018)
travel B.V. – Shareholders Agreement Concerning Trivago N.V. (April 5th, 2018)

This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of December 15, 2016 (this "Agreement"), by and among turbo B.V., a private limited liability company (after conversion and change of name immediately following the execution of this agreement: TRIVAGO N.V., a public limited liability company) incorporated and existing under the laws of the Netherlands with its principal executive offices located at Bennigsen-Platz 1, 40474 Dusseldorf, Federal Republic of Germany (the "Company"), and the Original Parties (as defined below, and together with the Company, the "Parties"), amends and restates the Original Agreement (as defined below) , by and among the Original Parties (or their predecessors) and certain other parties named therein.

Abengoa Yield Ltd – SHAREHOLDERS AGREEMENT - By and Among - ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. - And - ATLANTICA YIELD PLC Dated as of 5 March 2018 (March 12th, 2018)

This SHAREHOLDERS AGREEMENT (this "Agreement") is made on 5 March 2018 by and among ALGONQUIN POWER & UTILITIES CORP. ("AQN"), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. ("AAGES"), a private company with limited liability incorporated under the laws of the Netherlands, and ATLANTICA YIELD PLC (the "Company" or "AY"), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company are referred to herein as a "Party," and together as the "Parties".

Shareholders Agreement (March 12th, 2018)

THIS SHAREHOLDERS AGREEMENT, dated as of November 30, 2017 (this "Agreement"), is made by and among American Woodmark Corporation, a Virginia corporation (the "Company"), and the Persons identified as "Shareholders" on the signature pages hereto (each, a "Shareholder" and collectively, the "Shareholders").

OneSmart International Education Group Ltd – Shareholders Agreement (March 2nd, 2018)
Puxin Ltd – Shareholders Agreement (February 8th, 2018)

WHEREAS, on the date hereof, (a) the Management Shareholders hold and beneficially own certain number of Ordinary Shares, (b) the Investors hold and beneficially own certain number of Series A Preferred Shares, and (c) the Other Shareholders hold and beneficially own certain number of Ordinary Shares, each as set forth opposite such Other Shareholders, Management Shareholders, or Investors name on Schedule I hereto; and

SMART Global Holdings, Inc. – Amendment No. 4 to Investors Shareholders Agreement (February 2nd, 2018)

This AMENDMENT NO. 4 TO INVESTORS SHAREHOLDERS AGREEMENT (this "Amendment"), dated as of January 29, 2018, amends the Amended and Restated Investors Shareholders Agreement, dated as of November 5, 2016 (the "Original A&R Investors Shareholders Agreement") and as amended by Amendment No. 2 to Investors Shareholders Agreement dated as of May 30, 2017 and Amendment No. 3 to Investors Shareholders Agreement dated as of October 17, 2017 (as amended, the "A&R Investors Shareholders Agreement" and, together with this Amendment, this "Agreement"), by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the "Company"), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the "SLP Investor"), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the "SLP Co-Investor"), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Isl

Pintec Technology Holdings Ltd – Shareholders Agreement (January 31st, 2018)
Americold Realty Trust – SHAREHOLDERS AGREEMENT by and Among AMERICOLD REALTY TRUST and THE SHAREHOLDERS OF THE COMPANY SIGNATORIES HERETO Dated: January 18, 2018 (January 23rd, 2018)

This SHAREHOLDERS AGREEMENT (this Agreement), dated January 18, 2018, and effective as of the Effective Time, is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (the Company), (b) the Yucaipa Shareholder (as defined below), (c) the GSCP Shareholders (as defined below), (d) Charm Progress Investment Limited (the CM Shareholder), (e) the Fortress Investor (as defined below) and (f) the Yucaipa Investor.

Huami Corp – Shareholders Agreement (January 12th, 2018)

The WFOE, the Domestic Companies and all their direct or indirect subsidiaries incorporated in PRC are referred to collectively herein as the PRC Companies, and each a PRC Company. The Company, the HK Company, the U.S. Company (as defined in the Share Purchase Agreement) and the PRC Companies are referred to collectively herein as the Group Companies, and each a Group Company.

Americold Realty Trust – SHAREHOLDERS AGREEMENT by and Among AMERICOLD REALTY TRUST and THE SHAREHOLDERS OF THE COMPANY SIGNATORIES HERETO Dated: [*], 2018 (January 9th, 2018)

This SHAREHOLDERS AGREEMENT (this Agreement), dated [*], 2018, and effective as of the Effective Time, is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (the Company), (b) the Yucaipa Shareholder (as defined below), (c) the GSCP Shareholders (as defined below), (d) Charm Progress Investment Limited (the CM Shareholder), (e) the Fortress Investor (as defined below) and (f) the Yucaipa Investor.

OneSmart International Education Group Ltd – Shareholders Agreement (January 8th, 2018)
Gates Industrial Corp plc – Shareholders Agreement Dated as of [ ], 2018 Among Gates Industrial Corporation Plc and the Other Parties Hereto (January 8th, 2018)

This Shareholders Agreement is entered into as of [ ], 2018 by and among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the Company), and each of the other parties from time to time party hereto (collectively, the Shareholders).

Huami Corp – Shareholders Agreement (December 8th, 2017)

The WFOE, the Domestic Companies and all their direct or indirect subsidiaries incorporated in PRC are referred to collectively herein as the PRC Companies, and each a PRC Company. The Company, the HK Company, the U.S. Company (as defined in the Share Purchase Agreement) and the PRC Companies are referred to collectively herein as the Group Companies, and each a Group Company.