Founder / Shareholders' Agreement (SHA)

Last updated: 2026-10-12 · Version 1.0.0

document:** it must conform to, and be signed alongside, SlashHub Limited's Articles of Association and the Companies Ordinance (Cap. 622). Complete every [placeholder] before issue; the cap table and vesting schedule are illustrative. Parties. This Agreement is made between the Company (SlashHub Limited), the Founders, and (if applicable) the Investors. It regulates the internal governance of the Company: equity, vesting, decision-making and exit.

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1. Parties

1. SlashHub Limited (the "Company"), registered office at Flat F, 7/F, CTR 600, 82 King Lam Street, Cheung Sha Wan, Hong Kong;
2. [Founder A], [Founder B], … (each a "Founder"); and
3. [Investor(s)] (each an "Investor"), if any.

The Founders and Investors are the "Shareholders". References to "you" are to the Shareholders collectively where the context permits.

2. Recitals

(A) The Company is a private company limited by shares incorporated in Hong Kong and carries on the business of building and operating the SlashHub software products, including TimePlate (the "Business").

(B) The Shareholders hold the shares set out in Schedule 1.

(C) The Shareholders wish to regulate their relationship, the governance of the Company, the transfer of shares, and the exit from the Business on the terms of this Agreement.

3. Definitions

• "Articles" — the Company's Articles of Association, as amended from time to time.
• "Board" — the board of directors of the Company.
• "Business" — the business in Recital (A) and any business the Board agrees to carry on.
• "Founder Shares" — the Shares held by a Founder, including those subject to Vesting.
• "Good Leaver" / "Bad Leaver" — as defined in clause 8.
• "Reserved Matter" — a matter in Schedule 3 requiring the specified consent.
• "Shares" — all shares in the capital of the Company (of any class) now or later in issue.
• "Transfer" — any sale, transfer, assignment, charge or other disposal of Shares or any interest in them (including by operation of law).
• "Vesting" — the earning of Shares over time as set out in Schedule 2.

4. Share capital and holdings

4.1 As at the date of this Agreement, the issued share capital and holdings are as set out in Schedule 1 (the "Cap Table").

4.2 Any change to the Cap Table (a new issue, transfer, buy-back or allotment) must comply with this Agreement and the Articles.

4.3 Relationship with the Articles. This Agreement is a contract between the Shareholders and the Company. The Shareholders shall procure that the Articles are amended so far as necessary to give effect to this Agreement. If there is any conflict, the parties shall, as between themselves, give effect to this Agreement and procure the necessary amendment of the Articles. This Agreement does not override the Articles as against third parties or the Companies Registry.

5. Governance

5.1 Board composition. The Board shall consist of [n] directors, comprising: [Founder A appoints 1], [Founder B appoints 1], [Investor appoints 1], and any independent director agreed by the Board. Each appointing party may remove and replace its appointee by notice.

5.2 Board meetings. The Board shall meet at least [quarterly]. Quorum is [2] directors including [one founder-appointed director]. Decisions are by simple majority of directors present, except for Reserved Matters.

5.3 Reserved Matters. No Reserved Matter (Schedule 3) may be taken without [the written consent of Shareholders holding at least [75]% of the Shares / the affirmative vote of [Founder A] and [Investor]]. Reserved Matters include, without limitation: changing the Business; issuing or buying back shares; borrowing above [HK$amount]; selling the Business or material assets; changing the Articles; appointing/removing the CEO; dividend policy; entering an insolvency process; and related party transactions.

5.4 Chairman. [Founder A] is the chairman, with no casting vote unless the Articles provide one.

5.5 Shareholder meetings. Shareholder decisions follow the Articles and Cap. 622. This Agreement records additional consents required for Reserved Matters.

6. Founders' roles and commitments

6.1 Each Founder shall devote [full time] to the Business, act in good faith and in the best interests of the Company, and not engage in any competing business without Board consent.

6.2 Each Founder assigns to the Company all intellectual property created in the course of the Business, on the terms of the IP Assignment Agreement (executed alongside this Agreement).

6.3 Each Founder shall not, during the term and for [12] months after ceasing to hold Founder Shares, solicit the Company's employees, key contractors or customers, and shall not use or disclose the Company's confidential information. These restrictions are limited to what is reasonable to protect the Company's legitimate interests and apply to the maximum extent permitted by law.

7. Vesting

7.1 Founder Shares are subject to Vesting as set out in Schedule 2, typically a 4-year vesting period with a 12-month cliff, commencing [incorporation / date]. If a Founder leaves before the cliff, [none / the specified portion] of the unvested Founder Shares vests.

7.2 Vesting is conditional on the Founder continuing to provide services to the Company (as an employee, director or contractor).

7.3 Acceleration. On a Change of Control (clause 10), [50]% / 100% of unvested Founder Shares vest immediately [single / double trigger].

7.4 Unvested Founder Shares are subject to the Company's right of repurchase (or a call option) at [the lower of cost and fair value / fair value] on the Founder ceasing to provide services (see clause 8). The Company may procure a third party to exercise the repurchase.

8. Leaver provisions

8.1 A Good Leaver is a Founder who ceases for death, permanent disability, mutual agreement, or otherwise with Board consent. A Bad Leaver is a Founder who ceases for cause (breach, fraud, misconduct, material breach of this Agreement), or who resigns in breach of clause 6.

8.2 On ceasing, vesting stops. Unvested Founder Shares are repurchased (Good Leaver: [at cost / fair value]; Bad Leaver: [at the lower of cost and par value]). Vested Shares are [retained by the Founder / subject to call at fair value on a Bad Leaver].

8.3 Any repurchase or call of Shares under this clause 8 is conditional on compliance with the buy-back requirements of the Companies Ordinance (Cap. 622), including any required special resolution and the solvency statement. The parties shall document the repurchase mechanics in the Articles or a share repurchase agreement consistent with Cap. 622.

9. Transfer restrictions

9.1 Right of first refusal (ROFR). A Shareholder wishing to Transfer Shares must first offer them to the other Shareholders pro rata at the proposed price and terms. Only if the offer is not taken up may the Shares be transferred to a third party, on no better terms, within [60] days.

9.2 Pre-emption on new issues. Before issuing new Shares, the Company shall offer them to existing Shareholders pro rata to their holdings, on the same terms (subject to permitted carve-outs such as employee options or a bona fide financing approved as a Reserved Matter). This clause creates a contractual pre-emption right only; the Companies Ordinance (Cap. 622) imposes no statutory pre-emption right on the issue of new shares, and the directors may not allot shares without the approval required by Cap. 622 ss.140–141.

9.3 Tag-along. If a Shareholder proposes to transfer control, each other Shareholder may require the buyer to buy its Shares on the same terms, pro rata.

9.4 Drag-along. If Shareholders holding at least [75]% approve a bona fide arm's-length sale of the Company (or all/most of its Shares), each other Shareholder shall vote in favour and sell its Shares on the same terms.

9.5 Permitted transfers. Transfers to a wholly-owned holding vehicle of a Shareholder or on death to a legal personal representative (with the vehicle/representative bound by this Agreement) are permitted with prior Board consent. Any such transferee must first execute a deed of adherence to this Agreement; a transferee who has not adhered is not bound by, and cannot enforce, this Agreement.

9.6 No transfer during vesting / lock-up. A Founder may not Transfer unvested Founder Shares, or vested Shares during the [24]-month lock-up from incorporation, without Board consent.

10. Exit and change of control

10.1 A "Change of Control" is a sale of all or substantially all of the Shares or assets of the Company, a merger, or an IPO/exchange listing.

10.2 On a Change of Control, the process (initiation, valuation, buyer approvals, and distribution of proceeds per the Cap Table and any liquidation preferences) is governed by the Articles, any Investors' rights agreement, and the drag-along in clause 9.4.

10.3 Distribution of proceeds follows the class rights in the Articles; [any Investor liquidation preference is set out in the relevant Investors' Rights Agreement, which prevails on that matter].

11. Dividends and information

11.1 The Board shall determine dividends consistent with the Company's cash needs and the Reserved Matters. No interim dividend requires unanimity unless in the Articles.

11.2 Founders who are directors receive board information. An Investor holding at least [10]% is entitled to [monthly/quarterly] management accounts and an annual budget, subject to confidentiality.

12. Deadlock

If a Reserved Matter or Board decision is deadlocked for [30] days despite good-faith escalation, [the parties shall refer it to mediation / a nominated independent expert / the chairman's casting vote / a buy-sell (Russian roulette) procedure as set out in Schedule 4].

13. Confidentiality

Each Shareholder shall keep the Company's confidential information confidential and shall not use it other than for the Company's business, during the term and after (indefinitely for trade secrets).

14. Term and termination

14.1 This Agreement runs from the date of last signature until the earlier of: a Change of Control (unless the buyer assumes it), an IPO, or written agreement of all parties.

14.2 Clauses that should survive (confidentiality, IP assignment, non-solicit, governing law) survive termination.

15. Governing law and disputes

15.1 This Agreement is governed by the laws of the Hong Kong SAR and is subject to the Companies Ordinance (Cap. 622).

15.2 Disputes are resolved by the courts of Hong Kong [Alternative: HKIAC arbitration, seat Hong Kong, one arbitrator], except for matters that must be dealt with by the court or the Companies Registry under Cap. 622.

16. General

This Agreement, with its Schedules, the Articles and any Investors' Rights Agreement, is the entire agreement among the parties on its subject. If a provision is unenforceable, the rest remains. No third-party rights are created (Contracts (Rights of Third Parties) Ordinance (Cap. 623) excluded, except as needed to give effect to this Agreement). It may be signed in counterparts and electronically.

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Schedule 1 — Cap table

Schedule 2 — Vesting

Schedule 3 — Reserved Matters

Schedule 4 — Deadlock resolution

[Describe: escalation to the Board chairman → mediation within 30 days → expert determination / buy-sell procedure.]

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Signature block

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