Shareholders Agreement Sample Contracts

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

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

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.

Double Eagle Acquisition Corp. – Shareholders Agreement (December 5th, 2017)

This SHAREHOLDERS AGREEMENT (this Agreement), dated as of November 29, 2017, is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (the Company), WillScot Corporation, a Delaware corporation (the Majority Shareholder), Algeco Scotsman Global S.a r.l., a Luxembourg societe a responsabilite limitee (Algeco Global), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (Algeco Holdings and together with Algeco Global, each a Minority Shareholder and collectively, the Minority Shareholders and together with the Majority Shareholder, the Initial Shareholders), each other Person who after the date hereof acquires Common Stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Shareholders, the Shareholders) and, solely for purposes of Section 2.01 hereof, Double Eagle Acquisition LLC and Harry E. Sloan (together, the Founders).

Double Eagle Acquisition Corp. – Shareholders Agreement (December 5th, 2017)

This SHAREHOLDERS AGREEMENT (this Agreement), dated as of November 29, 2017, is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (the Company), WillScot Corporation, a Delaware corporation (the Majority Shareholder), Algeco Scotsman Global S.a r.l., a Luxembourg societe a responsabilite limitee (Algeco Global), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (Algeco Holdings and together with Algeco Global, each a Minority Shareholder and collectively, the Minority Shareholders and together with the Majority Shareholder, the Initial Shareholders), each other Person who after the date hereof acquires Common Stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Shareholders, the Shareholders) and, solely for purposes of Section 2.01 hereof, Double Eagle Acquisition LLC and Harry E. Sloan (together, the Founders).

SMART Global Holdings, Inc. – Investors Shareholders Agreement (October 23rd, 2017)

This AMENDMENT NO. 3 TO INVESTORS SHAREHOLDERS AGREEMENT (this "Amendment"), dated as of October 17, 2017, amends the Amended and Restated Investors Shareholders Agreement, dated as of November 5, 2016 and as amended by Amendment No. 2 to Investors Shareholders Agreement dated as of May 30, 2017 (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 Islands exempted limited partnership (the "SLS Investor"), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partner

Form of Shareholders Agreement (July 3rd, 2017)

THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made effective this 30th day of June, 2017 (the "Effective Date"), by Hoth Therapeutics, Inc., a corporation organized under the laws of the state of Nevada (the "Corporation"), the persons named on Exhibit "A" attached hereto and any other persons or entities which hereafter join in this Agreement (individually, a "Shareholder" and collectively, the "Shareholders").

SMART Global Holdings, Inc. – Smart Global Holdings, Inc. Amended and Restated Sponsor Shareholders Agreement (June 29th, 2017)

This AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this "Agreement") is made as of May 30, 2017, 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 Islands exempted limited partnership (the "SLS Investor"), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the "SLS Co-Investor"), Mr. Ajay B. Shah, an individual ("Mr. Shah"), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership ("Shah Fund 1"), Krishnan-Shah Family Partners, L.P., Fund N

SMART Global Holdings, Inc. – Smart Global Holdings, Inc. Amendment No. 2 to Investors Shareholders Agreement (June 29th, 2017)

This AMENDMENT NO. 2 TO INVESTORS SHAREHOLDERS AGREEMENT (this "Amendment"), dated as of [*], 2017, amends the Amended and Restated Investors Shareholders Agreement, dated as of November 5, 2016 ("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 Islands exempted limited partnership (the "SLS Investor"), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the "SLS Co-Investor"), the Management Investors (as defined in the A&R Investors Shareholders

Net 1 UEPS Technologies, Inc. – Cell C Shareholders Agreement (June 26th, 2017)

1. DEFINITIONS AND INTERPRETATION 1 2. SUSPENSIVE CONDITION 13 3. COMMENCEMENT OF THIS AGREEMENT 14 4. RANKING OF DOCUMENTS 14 5. SHARE CAPITAL 15 6. FUNDING OF THE COMPANY 16 7. LIMITATIONS ON BORROWINGS 19 8. DIVIDEND POLICY 20 9. DISPOSAL OF EQUITY AND LOCK-UP 21 10. PRE-EMPTION 22 11. TAG ALONG RIGHTS 25 12. DRAG ALONG RIGHTS 26

Bearing Resources Ltd. – Shareholders Agreement Minera Salar Blanco S.A. (June 16th, 2017)

MINERA SALAR BLANCO SPA, a sociedad por acciones duly organized and existing under the laws of Chile, Tax ID No 76.319.337-3, whose principal place of business is at Rosario Norte No 100, of. 403, Santiago, Chile ("MSB");

Nii Holdings – SHAREHOLDERS AGREEMENT IN RELATION TO NEXTEL HOLDINGS S.A R.L. AMONG NEXTEL HOLDINGS S.A R.L. AINMT BRAZIL HOLDINGS B.V. NII INTERNATIONAL TELECOM S.C.A. SOLELY FOR PURPOSES OF SECTION 5.1, AINMT HOLDINGS AB SOLELY FOR PURPOSES OF SECTIONS 2.4 AND 5.2, NII HOLDINGS, INC. AND SOLELY FOR THE PURPOSES OF SECTION 2.2, AINMT AS DATED June 5, 2017 (June 6th, 2017)

This SHAREHOLDERS AGREEMENT is executed on June 5, 2017 (the "Execution Date"), but to take effect only on the Initial First Closing Date (as hereafter defined, such date, the "Effective Date"), and contingent on the consummation of the Initial First Closing, and is by and among Nextel Holdings S.a r.l., a private limited liability company (societe a responsabilite limitee) organized under the Laws of the Grand Duchy of Luxembourg with a registered office at 6, rue Eugene Ruppert, L-2453 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 150.303 (the "Company"), AINMT Brazil Holdings B.V., a corporation existing under the Laws of The Netherlands] ("Investor"), NII International Telecom S.C.A., a partnership limited by shares (societe en commandite par actions) organized under the Laws of the Grand Duchy of Luxembourg with a registered office at 6, rue Eugene Rupert, L-2453 Luxembourg and registered with the Luxembourg Trade and Companies Register

SMART Global Holdings, Inc. – SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT Dated as of November 5, 2016 (May 22nd, 2017)

This AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of November 5, 2016, 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 Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), the Management Investors (as defined below) and the Warrant Investors (as defined below).

SMART Global Holdings, Inc. – SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT Dated as of [], 2017 (May 22nd, 2017)

This AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of [], 2017, 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 Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), Mr. Ajay B. Shah, an individual (Mr. Shah), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (Shah Fund 1), Krishnan-Shah Family Partners, L.P., Fund No. 3, a California l

Affinion Group Holdings, Inc. – Amendment No. 2 to the Shareholders Agreement (May 12th, 2017)

This Amendment (this "Amendment") dated as of March 31, 2017 and, effective as of, and conditioned on, the consummation of the Exchange Offers (as defined below), 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).

SMART Global Holdings, Inc. – SALEEN HOLDINGS, INC. EMPLOYEE INVESTORS SHAREHOLDERS AGREEMENT Dated as of August 26, 2011 (May 11th, 2017)

This EMPLOYEE INVESTORS SHAREHOLDERS AGREEMENT (this Agreement) is made as of August 26, 2011, by and among 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 Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), and the Employee Investors (as defined below) who becomes a party hereto.

SMART Global Holdings, Inc. – SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT Dated as of November 5, 2016 (May 11th, 2017)

This AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of November 5, 2016, 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 Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), the Management Investors (as defined below) and the Warrant Investors (as defined below).

Sanchez Energy Corporation – SHAREHOLDERS AGREEMENT Dated as of March 1, 2017 by and Between GAVILAN RESOURCES HOLDCO, LLC and SANCHEZ ENERGY CORPORATION (May 10th, 2017)

This SHAREHOLDERS AGREEMENT (this "Agreement") dated as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the "Company"), and Gavilan Resources HoldCo, LLC (f/k/a Aguila Production HoldCo, LLC), a Delaware limited liability company (the "Investor").

Mack Cali Realty L P – Shareholders Agreement (May 9th, 2017)

This Shareholders Agreement (the Agreement) is entered into as of the 10th day of March, 2017 by and among Roseland Residential Trust, a Maryland real estate investment trust (the Trust), RPIIA-RLA, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, the RP Investor I), RPIIA-RLB, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, the RP Investor II and, together with the RP Investor I, the Investors) and each of the shareholders of the Trust listed on Schedule I attached hereto (each individually a Shareholder and collectively, the Shareholders).

Kitov Pharmaceuticals Holdings Ltd. – Shareholders Agreement (May 1st, 2017)

This Shareholders Agreement (the "Agreement") is entered into effective as of February 9, 2017, by and between Kitov Pharmaceuticals Holdings Ltd. an Israeli publicly traded corporation ("Parent"), on behalf of itself and, if Parent is not the buyer of the shares previously held by GHP (as defined hereunder), also on behalf of an as yet undetermined Affiliated party of Parent which shall, upon execution thereof by it, be deemed a Party to this Agreement Ab Initio ("Kitov") and Taoz - Company for Management of Companies Ltd. ("Taoz"); each of Kitov and Taoz a "Party" and collectively the "Parties".

Golar LNG – INVESTMENT AND SHAREHOLDERS AGREEMENT Dated July 5, 2016 (May 1st, 2017)

GOLAR LNG LIMITED, a company organised and existing under the laws of Bermuda and having its registered office at 2nd floor S.E. Pearman Building, 9 Par-la-Ville Road Hamilton HM11, Bermuda ("GLNG");

Affinion Group Holdings, Inc. – Shareholders Agreement by and Among Affinion Group Holdings, Inc., and the Stockholders (As Defined Herein) Dated as of November 9, 2015 (March 31st, 2017)
SHAREHOLDERS AGREEMENT Dated as of March 20, 2017 by and Among POWER SOLUTIONS INTERNATIONAL, INC. WEICHAI AMERICA CORP. And Each of the Persons Listed on Exhibit a Hereto (March 27th, 2017)

THIS SHAREHOLDERS AGREEMENT (this Agreement) is made and entered into as of 20, 2017 by and among, each of the individuals listed on Schedule A attached hereto (each a Founder, and collectively, the Founders), Power Solutions International, Inc., a Delaware corporation (the Company) and Weichai America Corp., a company organized under the laws of the State of Illinois (the Investor).