SHAREHOLDERS’ AGREEMENT – Crown Agarwood Group

CROWN ORGANOGENESIS PROTOCOLS, INC. (COPI)

This Shareholders’ Agreement (“Agreement”) is made and entered into as of _________, 20, by and among:

1. CROWN ORGANOGENESIS PROTOCOLS, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at Christine Village 4, Brgy. Biga, Tanza 4108, Cavite, Philippines (“Corporation”); and

2. The undersigned shareholders listed in Schedule A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).

The Corporation and the Shareholders may be referred to individually as a “Party” and collectively as the “Parties”.

1. PURPOSE

The purpose of this Agreement is to regulate the governance of the Corporation, the rights and obligations of the Shareholders, the transfer of shares, protection of intellectual property, and mechanisms for exit or liquidation.

2. CAPITAL STRUCTURE

2.1 Authorized Capital Stock: PHP __________ divided into __________ common shares with par value of PHP _____ per share.

2.2 Issued and Outstanding Shares: As of the Effective Date, the Corporation has __________ issued and outstanding shares, all fully paid and non-assessable.

2.3 Future Issuances: Any issuance of new shares shall comply with Section 3.2 (Reserved Matters) and not dilute existing Shareholders without prior approval as defined herein.

3. BOARD OF DIRECTORS & GOVERNANCE

3.1 Board Composition:

Total seats: ___
Founders: ___ seats
Investor-appointed director(s): ___ seats (if applicable)

3.2 Reserved Matters Requiring Board or Shareholder Approval:

Issuance of new shares
Amendment of Articles of Incorporation or By-Laws
Approval of merger, acquisition, or dissolution
Sale, licensing, or encumbrance of intellectual property
Entry into material university or government collaboration agreements

3.3 Meetings: Board and Shareholder meetings shall follow the Corporation’s By-Laws and Philippine Corporation Code provisions.

4. MANAGEMENT & SCIENTIFIC CONTROL

4.1 Management Appointment:

CEO / President
Chief Scientific Officer / Chief Microbial Scientist
R&D or Scientific Advisory Committee

4.2 Authority:
The Scientific Committee oversees the integrity of organogenesis protocols, microbial strains, and tissue culture methodologies. Management must adhere to policies approved by the Board.

4.3 Operational Independence:
Shareholders shall not interfere with day-to-day scientific or operational activities but may review high-level reports as approved by the Board.

5. INTELLECTUAL PROPERTY

5.1 All intellectual property developed, acquired, or improved by the Corporation—including organogenesis protocols, microbial strains, tissue culture methods, and related know-how—shall remain the exclusive property of the Corporation.

5.2 Shareholders have no independent right to commercialize, license, or transfer IP without Board approval.

5.3 All founders, employees, and consultants must execute IP assignment agreements in favor of the Corporation.

6. SHARE TRANSFER RESTRICTIONS

6.1 Lock-up Period: Shares may not be sold or transferred for a period of ___ years from issuance.

6.2 Right of First Refusal (ROFR): If a Shareholder intends to sell shares, the Corporation and other Shareholders have the right to purchase on the same terms.

6.3 Right of First Offer (ROFO): Prior to any third-party sale, the selling Shareholder must offer shares to existing Shareholders first.

6.4 Prohibited Transfers: No transfer to competitors or entities engaged in similar R&D or commercialization without Board approval.

7. TAG-ALONG AND DRAG-ALONG RIGHTS

7.1 Tag-Along: Minority Shareholders may join in a sale of shares by majority Shareholders on the same terms.

7.2 Drag-Along: Majority Shareholders may require minority Shareholders to sell shares in the event of a sale to a third party, provided terms are fair and equitable.

8. DIVIDENDS AND DISTRIBUTIONS

8.1 Dividend declaration is subject to the discretion of the Board based on the Corporation’s cash flow, reinvestment needs, and R&D funding.

8.2 Priority reinvestment in scientific and operational development is permitted before distribution of dividends.

9. CONFIDENTIALITY AND NON-COMPETE

9.1 Shareholders must maintain strict confidentiality of all non-public information obtained through ownership or participation in the Corporation.

9.2 Shareholders agree not to compete in any business related to agarwood tissue culture, organogenesis, or microbial strain development for a period of ___ years post-exit.

9.3 Survival: Confidentiality and non-compete obligations survive transfer or exit.

10. EXIT MECHANISMS

10.1 Trade Sale / Strategic Acquisition
10.2 IPO / Private Placement
10.3 Buy-Back Provisions
10.4 Procedures for fair valuation upon exit or compulsory sale

11. DISPUTE RESOLUTION

11.1 The Parties shall first attempt to resolve disputes amicably.

11.2 If unresolved, disputes shall be submitted to arbitration in the Philippines under the rules of the Philippine Dispute Resolution Center (PDRC) or similar body.

11.3 Governing law: Republic of the Philippines.

12. MISCELLANEOUS

12.1 Amendments: Any amendment must be in writing and signed by all Shareholders.

12.2 Severability: Invalidity of any provision shall not affect the remainder.

12.3 Entire Agreement: This document constitutes the entire agreement between the Parties regarding the subject matter.

12.4 Binding Effect: This Agreement binds and benefits the Parties and their permitted successors and assigns.

IN WITNESS WHEREOF, the Parties have executed this Shareholders’ Agreement on the date first above written.

CROWN ORGANOGENESIS PROTOCOLS, INC.

By: _____________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________

SHAREHOLDERS:

Name: ___________________________
Signature: _______________________
Date: ___________________________

Schedule A – Shareholders Template

Shareholder Name	Address	Number of Shares	Percentage Ownership	Date of Subscription	Notes