SHAREHOLDERS' AGREEMENT

regarding [company name], company reg. no. [company cvr]

This shareholders' agreement (the “Shareholders' Agreement”) is entered into by and between:

[owner 1 name]
Company reg. (CVR). no. [owner 1 cvr]
[owner 1 address]
("[owner 1 name]")

and

[owner 2 name]
Company reg. (CVR). no. [owner 2 cvr]
[owner 2 address]
("[owner 2 name]")

[additional owners]

(Owner 1 and Owner 2 referred to as the “Parties” and individually a “Party”)

regarding the Parties' ownership of shares in [company name], company reg. (CVR). no. [company cvr], [company address] (the "Company").

Definitions

For the purpose of this Shareholders’ Agreement, unless the context otherwise requires, the following terms shall have the below meaning:

Unless the context otherwise requires, references to the singular number shall include references to the plural number and vice versa, and references to natural persons shall include legal entities and vice versa. References to clauses are to clauses, including sub-clauses, of this Shareholders’ Agreement.

Object and Background

This Shareholders’ Agreement governs the joint ownership of the Company between the Parties.

This Shareholders’ Agreement constitutes the overall regulation of the Parties’ relationship as shareholders in the Company and governs the basis and the terms of the Parties’ present and future holdings of shares and share related instruments convertible to or exchangeable for shares, including any future convertible loans and any other forms of equity-based securities issued by the Company, e.g. warrants, subscription rights, pre-emption rights and rights of first refusal (together “Securities”) in the Company. Unless otherwise explicitly stated, the provisions on shares in this Shareholders’ Agreement shall apply correspondingly to Securities as well as to any additional shares or Securities acquired or obtained by a Party.

This Shareholders’ Agreement shall also apply, mutatis mutandis, to any future subsidiaries of the Company.

This Shareholders’ Agreement shall replace and supersede any and all prior shareholders’ agreements and addenda entered into or adhered by the Parties or some of the Parties, whether written or oral, concerning the Parties’ present and/or future holdings of shares and Securities. In the event of disagreement between this Shareholders’ Agreement, on the one hand, and the Articles of Association, agreements between one or more of the Parties and/or the Company, on the other hand, the provisions of this Shareholders’ Agreement shall apply.

The Parties undertake to adhere to this Shareholders’ Agreement and cast their vote at general meetings and other decision fora in the Company and otherwise use their influence in the Company so as to give full effect to the provisions hereof. The Parties are under a mutual obligation to exercise their rights and obligations as shareholders in accordance with the principles and provisions of this Shareholders’ Agreement.

The Parties shall (and shall endeavour to procure that their respective nominees shall) do, execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to the terms of this Shareholders’ Agreement and the Parties shall at all times use and exercise the votes that they control (which shall be deemed to include all votes held by their respective nominees) at both general meetings and board meetings (subject to fiduciary duties) to ensure the maintenance and observance of the terms of this Shareholders’ Agreement and the Articles of Association.

Between the Parties, this Shareholders’ Agreement shall take precedence over the Articles of Association just as the resolutions of the Board and Executive Management shall be made in accordance with this Shareholders’ Agreement. In case of any discrepancy between the Company’s articles of association and this Shareholders’ Agreement, the provisions of the latter shall thus prevail.

This Shareholders’ Agreement shall be recorded in the Company’s register of shareholders.

By their signature on this Shareholders’ Agreement, the Parties which are controlled by a natural person and function as holding entities (such natural persons the “Ultimate Shareholders”) undertake to ensure that their respective Ultimate Shareholder fulfils its obligations under this Shareholders’ Agreement, including in relation to confidentiality (clause 20).

This Shareholders’ Agreement is the result of negotiations between the Parties and shall not be construed against any Party by reason of authorship of such Party of any of the provisions of this Shareholders’ Agreement. Each of the Parties has been encouraged to seek individual advice regarding entering into this Shareholders’ Agreement and its consequences to their respective shareholdings in the Company.

Capital Structure

The share capital of the Company is divided into shares owned by the Parties as follows:

Each share has a nominal value of DKK [nominal value per share] and carries one vote.

The Parties are not obliged to make additional capital investments in the Company nor obliged to guarantee or in any other way secure the fulfilment of the Company’s obligations.

Pre-Emption Rights

Pre-Emption Rights

In the event that the Company (or the Board as the case may be) resolves to issue Securities, the Parties shall be entitled, but not obliged, to purchase or subscribe for any such additional Securities on a pro rata basis in proportion to their shareholding in such amounts as are necessary to maintain their respective percentage ownership of the share capital of the Company at the same level as existing prior to such issuance by the Company (except as set out in clauses 4.2).

The pre-emption right shall be invoked to the Board in writing by the individual Party within 20 Business Days after a Party having been notified in writing by the Board that a proposal for the adoption of the capital increase will be made at a general meeting.

In case a Party waives its pre-emption rights, or does not notify the Board in writing in due time of its wish to exercise its pre-emptive right, the pre-emptive rights of the Parties who will exercise their pre-emptive rights shall be deemed increased accordingly on a pro rata basis to their holding of shares in the Company. The secondary pre-emption right shall be invoked to the Board in writing by the individual Party within 10 Business Days after a Party having been notified in writing by the Board.

In the event, the Parties have subscribed for none or less than all of the offered shares or Securities pursuant to this clause 4.1, the Board may offer such unsubscribed Securities to one or more third parties on the same terms and at the same price as offered to the Parties.

Notwithstanding the above, the pre-emptive right shall not apply in connection with any Exempt Issuances.

Warrants etc.

The Board shall be authorized to issue warrants to employees, management and other key persons of the Company to subscribe for up to nominally DKK [esop nominal amount] shares in the Company in total and to adopt the related capital increases as well as the Board shall be entitled to dispose of the Company’s nominally DKK [esop nominal amount] shares to employees, management and other key persons of the Company each as part of an equity incentive program (together the “ESOP”).

The Board is authorised to make any amendments to the Articles of Association in force from time to time in order to issue warrants, transfer treasury shares and/or complete the related capital increases when exercising its rights under the ESOP, as relevant, and to submit application for the registration of the decisions made with the Danish Business Authority in connection with exercise of the ESOP.

The Parties shall not have any pre-emption right in connection with the issuance of warrants or subscription of shares through the exercise of warrants or any right of first refusal to treasury shares being transferred under the ESOP or any other employee incentive program adopted by the Company from time to time.

Financial Distress Situation

In the event that the Company enters into a capital loss situation as mentioned in Section 119 of the Danish Companies Act (i.e. if the Company according to an annual account has lost 50.00% or more of its share capital), and the Board determines that without a capital injection the Company is not able to re-establish its share capital (a “Financial Distress Situation”), any Party shall have the right, but not obligation, to propose to raise capital and make capital available to the Company, e.g. (i) through one or more loans to the Company (convertible or non-convertible) or (ii) by increase of the share capital of the Company, on terms proposed by the relevant Party; provided, however, that the Board shall determine the final terms for the loan(s) or capital increase(s), respectively (an “Emergency Capital Proposal”). Only an amount equal to what the Board considers adequate to overcome the Financial Distress Situation may be raised/proposed as an Emergency Capital Proposal.

The Board shall as soon as practically possible convene an extraordinary general meeting to be held in order for the general meeting to decide on the Emergency Capital Proposal. Each Party shall have pre-emption rights to participate in the Emergency Capital Proposal made on a pro rata basis in proportion to their shareholding in the Company.

If an Emergency Capital Proposal is rejected by the general meeting, then the Party(-ies) that voted in favour of the Emergency Capital Proposal is entitled to, no later than 10 Business Days after the holding of the general meeting concerned, implement the Emergency Capital Proposal made anyway, e.g. to enter into a loan agreement and/or complete the share capital increase by subscribing for the proposed shares itself (themselves).

Each Party hereby irrevocably and unconditionally agrees to exercise the votes attached to its shares in favour of the Emergency Capital Proposal made and waive any pre-emption rights at the general meeting where the Emergency Capital Proposal is on the agenda in accordance with this clause 4.3.

The Board is authorised to make any amendments to the Articles of Association to carry out a general meeting (in relation to which the Parties, for the avoidance of doubt, waives any formal requirements in terms of notice etc. (in Danish: “form- og fristkrav”)) to resolve the Emergency Capital Proposal, and to submit application for the registration of the decisions made with the Danish Business Authority (in Danish: “Erhvervsstyrelsen”) in connection with completion of an Emergency Capital Proposal. For the avoidance of doubt, clause 8.1 shall not apply to Financial Distress Situations or Emergency Capital Proposals under this clause 4.3.

General Meetings

The general meeting constitutes the highest authority of the Company.

All resolutions at general meetings shall be passed by a simple majority of the votes, unless another majority is required by the Articles of Association, applicable law or clause 8 of this Shareholders’ Agreement.

Board of Directors

The Company shall be structured with a Board consisting of [board min size]-[board max size] members elected at the general meetings of the Company.

The Parties’ agree that continuity of the work of the Board shall be pursued in election of the members of the Board. The Parties are, however, obliged at general meetings to vote in favour of the election of member(s) of the Board appointed by a Party in accordance with clause 6.3.

The members of the Board shall be elected based on the following nominations:

Owner#1 shall be entitled to appoint [owner 1 board seats] member of the Board.

Owner#2 shall be entitled to appoint [owner 2 board seats] member of the Board.

[other elections of members of the board]

If a Board member resigns from the Board, the Board shall immediately convene an extraordinary general meeting, at which the Board shall be supplemented in accordance with clause 6.3.

A Party having appointed a Board member as per clause 6.3 may at any time require the Company to convene an extraordinary general meeting at which the Party may cause the member appointed by that Party to be replaced.

Prior to general meetings at which Board members are to be elected, the Parties undertake to inform each other of their respective candidates. The presentation shall be for information purposes only and the Parties undertake to cast their votes at the general meeting in question in accordance with clause 6.3.

All resolutions by the Board shall be passed by a simple majority of the votes, unless another majority is required by the Articles of Association, applicable law or clause 8 of this Shareholders’ Agreement. In case of equality of votes, the chairman of the Board shall have the casting vote.

Members of the Board may not be involved in the management, advising, investment or as employee in any company that is a competitor to the Company. All members of the Board shall at their own initiative inform the Parties in writing of any such actual or potential conflicts of interest. If the Board considers that the activity is in conflict with the obligation of this clause 6.8, the relevant Board member shall immediately resign from his/her seat in the Board.

Members of the Board who are also employed by the Company or shareholders or holders of share related instruments in the Company, directly or indirectly, shall not receive separate remuneration; provided, however, that the chairman of the Board under the ESOP shall receive warrants equal to 1 % of the Company’s fully diluted share capital at the Closing Date and other members of the Board may shall receive warrants equal to 0.5 % of the Company’s fully diluted share capital at the Closing Date. In the event that any member of the board of directors performs work or other services for the Company outside the scope of his/her duties as a member of the Board, the Company shall be entitled to remunerate such work or service only in accordance with prior written agreement between the Company and the member in question, subject to applicable law. Such agreement shall in its entirety be subject to the unanimous approval by the members of the Board (it being understood that the contracting member may not participate in that decision).

The Board shall form a quorum when more than half of the members are present or represented. A Board member can be present in person, by video or by phone. Applicable law on disqualification (in Danish: “inhabilitet”) shall apply.

The Board shall adopt a set of rules of procedure (in Danish: “forretningsorden”).

The Parties shall procure from time to time that their respective Board members and deputy members are informed of and act in accordance with the contents of this Shareholders’ Agreement to the extent permissible by applicable law.

Management

The Board shall appoint the Chief Executive Officer of the Company who shall, in consultation with the Board, appoint an Executive Management consisting of 1-3 executives to be in charge of the overall day-to-day management of the Company.

At the time of entering into this Shareholders’ Agreement, [name of ceo] is the Chief Executive Officer of the Company.

Members of the Executive Management are entitled and obliged to be present at board meetings in the Company. However, if the Board decides that only board members should attend a board meeting, or participate in the discussion of individual items at the agenda, the Board may request members of the Executive Management to leave the board meeting until the matter in question has been addressed by the Board.

Material Decisions

Notwithstanding the applicable majority requirements prescribe by law or the Articles of Association, the following decisions (whether to be taken by the general meeting, the Board, the Executive Management or any other decision fora of the Company) shall not be passed unless approved by shareholders representing at least [qualified majority percentage] of the Company’s share capital:

resolution of merger, demerger, conversion or liquidation of the Company;

material amendments to the Company’s activities or strategy;

declaration or payment of dividends;

appointment or dismissal of the Chief Executive Officer and members of the Executive Management or amendments in the employment terms of such;

sale, transfer, lease, license (other than non-exclusive licenses granted in the ordinary course of the Company’s business), pledge of or creation of any other encumbrance on any material asset (including intellectual property) or rights of the Company or any subsidiary;

purchase or sale of real property and entering into, terminating or cancellation of agreements regarding lease of real property;

the incurrence of indebtedness (other than existing loan facilities and the contemplated loan facility with the Danish Growth Fund) or borrowings, each in excess of DKK 500,000 total volume;

pledging of the Company’s assets and provide guarantees and declarations on suretyships other than provided in the ordinary course of the business of the Company; and/or

[additional material decisions]

Each Party is obliged to inform the other Parties in writing of its position of a decision requiring qualified majority under clause 8.1 within 15 Business Days from written notification (including relevant background information and motivation for a proposal and relevant documentation) hereof from another Party, the Board or the Executive Management (as the case may be). A Party, who has not notified the other Parties, the Board or the Executive Management (as relevant) in time of its position on the relevant decision, shall be deemed to have accepted resolution of the relevant decision.

Dividends

Profits earned by the Company shall be used to consolidate the Company’s business and none of the Parties have any expectations of any future dividends from the Company except in connection with a Liquidity Event, if applicable.

Agreements with the Company

Agreements between, on the one hand, the Company and, on the other hand, a Party or its Related Parties, must be made at arm’s length basis taking into consideration the Company’s financial situation. Thus, no Party or Related Parties of a Party are entitled to gain special benefits by business relations or cooperation with the Company, just as no Party or Related Parties of a Party are obligated to have business relations with or cooperate with the Company on terms specifically beneficial to the Company.

Transfer of Shares

General

A Party may only sell, pledge or otherwise transfer or grant a sub-participation, silent partnership, trusteeship, profit share or similar right in or to, whether voluntarily, involuntarily, by operation of law or otherwise, any of its Securities in accordance with the provisions set forth in this Shareholders’ Agreement.

Any sale, pledge or transfer or attempted sale, pledge or transfer by a Party of Securities in violation of this Shareholders’ Agreement shall be null and void ab initio and shall be deemed to imply a material breach of this Shareholders’ Agreement. In addition to any other remedies available to it, the other Parties shall be entitled to take all legal actions necessary to prevent the sale or transfer or have it reversed.

A transfer of shares shall be construed as any and all direct or indirect transfers of title and/or voting rights to shares, including transfer by sale, assignment, pledge, gift, and any and all other legal transfers of a share in the Company, including in connection with bankruptcy, winding-up or sale as a consequence of pledging or legal action against a Party, e.g. creditor enforcement.

Consent

Any transfer of Securities (including encumbrances, trusteeships etc. as set forth above) shall require the prior written consent of the Qualified Majority whose approval shall not be withheld, if such transfer is made in accordance with the provisions set forth in this Shareholders’ Agreement.

Adherence

The transfer (or subscription) of Securities may only be effected if the acquiring party assumes all rights conferred and obligations imposed by this Shareholders’ Agreement by signing a copy of this Shareholders’ Agreement. Any transfer (or subscription) of Securities shall always be conditioned on the assignee agreeing to be bound by the provisions of this Shareholders’ Agreement.

Permitted Transfers

Notwithstanding anything to the contrary elsewhere in this Shareholders’ Agreement, the following transfers of shares are permitted and are exempted from any consent requirement or rights of the other Parties, including right of first refusal (each a “Permitted Transfer”):

(Group transfer) A Party which is a company may freely transfer its Securities to a company (“Transferee”) which is wholly owned by the owner of the original Party, provided that the Transferee assumes all rights and obligations under this Shareholders’ Agreement and provided that the transferred Securities can and shall be recovered by the original Party if the Transferee is no longer wholly owned and controlled by the original Parent. The transferring Party shall ensure and warrant that the Transferee fulfils the provisions of this Shareholders’ Agreement.

(Transfer to personal holding company) A Party who is an individual may freely transfer his/her Securities to a company (“Transferee”) that is wholly owned and controlled by that Party, provided that the Transferee assumes all rights and obligations under this Shareholders’ Agreement and provided that the transferred Securities can and shall be recovered by the original Party if the Transferee is no longer wholly owned and controlled by the original Party. The transferring Party shall ensure and warrant that the Transferee fulfils the provisions of this Shareholders’ Agreement.

(Transfer from personal holding company) A Party who is a company and wholly owned by an individual may freely transfer its Securities to the said individual (“Transferee”), provided that the Transferee assumes all rights and obligations under this Shareholders’ Agreement. The transferring Party shall ensure and warrant that the Transferee fulfils the provisions of this Shareholders’ Agreement.

No Party shall avoid the provisions of this Shareholders’ Agreement by making one or more transfers to one or more permitted transferees under this clause 11.5 and then disposing of all or a portion of such Party’s interest in any such transferee if as a result of the transfer the permitted transferee ceases to be a permitted transferee.

Any transfer agreement made by a transferring Party pursuant to this clause 11.5 must be disclosed to the Board prior to completion of any transfer of Securities.

Right of First Refusal

Except for Permitted Transfers, if a Party (a “Transferring Party”) intending or who is forced to transfer all or some of its shares in the Company, the other Parties shall have a pro rata right of first refusal in proportion to their shareholding to acquire the Transferring Party’s shares. If a Party does not wish to exercise its right of first refusal in full, the right of first refusal vested in the other Parties shall be increased pro rata in proportion to their shareholding.

When a transfer of shares is contemplated to take place, the Transferring Party shall send to the chairman of the Board a written transfer notice (a “Transfer Notice”) indicating the intention of the Transferring Party to transfer all or some of its shares. The Transfer Notice shall contain details of the transfer of shares, including the number of shares to be transferred, the purchase price, the estimated time table for the transfer, the identity of the proposed transferee and other relevant terms. The purchase price shall be equal to the purchase price offered by a bona fide third party, if any. If no offer from a bona fide third party exists, the Transferring Party may propose a purchase price itself. The offer in the Transfer Note shall be prepared in such a way that the offered shares can be paid in cash against delivery of the shares free from all liens and encumbrances (other than the obligations to adhere to this Shareholders’ Agreement).

The chairman of the Board must as soon as possible, and no later than 10 Business Days after receipt of a Transfer Notice, send the Transfer Notice to the other Parties.

Each of the other Parties must no later than 20 Business Days after receipt of a Transfer Notice notify the chairman of the Board in writing whether it wishes to exercise its right of first refusal.

If a Party does not wish to exercise its right of first refusal, or fails to notify this in due time pursuant to clause 12.4, the chairman of the Board shall no later than 5 Business Days thereof notify the other Parties that they shall have increased rights of refusal to any outstanding shares in proportion to their holding of shares in the Company (secondary right of refusal). The other Parties shall claim any secondary right of refusal within 5 Business Days from receipt of said notification from the chairman of the Board. If the additional shares so requested to be purchased exceed the number of available shares, such shares shall be allocated amongst the Parties exercising their excess right of first refusal in proportion to their shareholdings.

Each purchasing Party shall, subject to offers being received for all of the offered shares, be bound by the terms of any application made by it to purchase shares. If a purchasing Party defaults in making payment for any shares, which it has agreed to purchase, then such shares shall be reallocated to satisfy any outstanding entitlements, as the case may be.

If the right of first refusal is exercised for the entire offered shareholding before expiration of the time period set out in clause 12.4 (or clause 12.5, as the case may be), the chairman of the Board must allocate the offered shares between the Parties and notify all Parties in writing of this. The purchase price must be paid on such time as appear from the Transfer Notice, however in any case no earlier than 20 Business Days after expiration of the time period set out in clause 12.4 (or clause 12.5, as the case may be).

If the right of first refusal is not exercised for the entire offered shareholding before expiration of the time period set out in clause 12.4 (or clause 12.5, as the case may be), the chairman of the Board must inform all Parties hereof. The Parties who had given notice wishing to exercise their right of first refusal shall then have a period of 10 Business Days – after receiving the chairman of the Board’s notice concerning the right of first refusal not being exercised for the entire offered shareholding – to notify the chairman of the Board in writing on whether they want to exercise their tag-along right (if applicable) pursuant to clause 13, if relevant. After expiration of said time limit the chairman of the Board must immediately inform the Transferring Party. The Transferring Party may within three months after the receipt of such notice from the chairman of the Board transfer all of the offered shares – and any shares exercised by the other Parties under the tag-along right (if applicable), cf. clause 13 – to the proposed transferee identified in the Transfer Notice pursuant to clause 12.2 at a price not lower than the purchase price specified in the Transfer Notice and on terms no more favourable to the purchaser than set out in the Transfer Notice.

Each Party is entitled to receive a copy of the transfer agreement entered into with the third party.

Tag-Along Right

In the event that a Party, in accordance with this Shareholders’ Agreement, wish to transfer shares in the Company, in a single or a series of directly or indirectly related transaction, and the shares represent more than [tag along threshold] % of the Company’s shareholding, to one or more bona fide third parties, such Party is obligated to make the transfer of its shares conditioned upon the third party also offers to purchase a proportionate part of the shares held by the other Parties on the same terms and conditions (including escrow arrangements, backing of representation and warranties, and payment of costs to third party advisors engaged in connection with the transaction). The right of first refusal (clause 12) shall rank before the tag-along right

Drag-Along Right

In the event that one or more Parties, in accordance with this Shareholders’ Agreement wish to transfer shares representing more than [drag along threshold] % of the Company’s shareholding, to one or more bona fide third parties, directly or indirectly, through one or more transactions, the transferring Party(-ies) shall have the right to oblige the other Parties to consent to the transaction and to sell a proportionate part of their shares on the same terms as set out in the transaction (including escrow arrangements, backing of representation and warranties, and pro rata payment of costs to third party advisors engaged in connection with the transaction but excluding stay-on, exit, reinvestment and/or similar terms and obligations required by the bona fide third party(-ies) if applicable, and – absent of consent from another Party with respect to such Party – with no residual post-closing liability for warranty or indemnity claims for such Party except liability for customary fundamental representations and warranties, e.g. title to shares, authority to sell, validly incorporated and existing, share capital of the Company etc.).

Transfer of Legal Rights etc.

In the event of transfer of a Party’s shares in the Company (or transfer of an Ultimate Shareholder’s shares in its Party, as the case may be) other than as set out in clauses 11.5, 12, 13 and 14, including as a consequence of prosecution by creditors, bankruptcy, reconstruction, liquidation, winding-up or compulsory dissolution, division of property, divorce or similar proceedings, and such situation is not settled within 60 days from written notice from one of the other Parties or the chairman of the Board, then the other Parties shall have a pro rata option to purchase such Party’s shares in proportion to their shareholding in the Company. If a Party does not wish to exercise its purchase right in full, the purchase right vested in the other Parties shall be increased pro rata in proportion to their shareholding.

The option to purchase must be exercised in writing no later than three months after the other Parties have learned of or should have learned of the matters which activated the purchase option. Each Party must inform the other Parties and the chairman of the Board upon learning of a matter activating the purchase option. If one Party has notified its intention to exercise its purchase right in due time, the other Parties shall also be entitled to exercise their purchase right notwithstanding whether such Parties have notified the relevant Party hereof.

The purchase price shall be determined by the Company’s auditor on the basis of an evaluation of the cash market value at the time of evaluation of all the shares in the Company. In the evaluation, a necessary consideration of any disturbances of the Company’s affairs as a consequence of the circumstances that activated the option to purchase must be made. The purchase price shall be determined as the portion of the fixed value that relevant Party’s shares constitute of the aggregate share capital. All expenses relating to the transfer, including costs for determining the value of the shares in the Company, shall be borne by the Company.

Any Party(-ies) disagreeing with the valuation made by the Company’s auditor can within 14 days from receipt of the auditor’s valuation request that the valuation and purchase price shall be determined by an independent expert appointed by “FSR – danske revisorer”. Any costs to the independent expert appointed by “FSR – danske revisorer” shall be held by the Party(-ies) requesting the appointment hereof (pro rata in proportion to their shareholding, if more than one Party request the appointment), except if the evaluation made by the independent expert differs with more than 15.00% than the Company’s auditor’s valuation, in which case it shall be held by the Company. The purchase price determined by the independent expert is final and binding upon the Parties, and cannot be brought before the court mentioned in clause 22.

The purchase right must be exercised by the other Parties through written notice to the chairman of the Board no later than 20 Business Days from receipt of the determination made pursuant to clauses 15.3 or 15.4, as relevant.

If a Party does not wish to exercise its purchase right, or fails to notify this in due time after clause 15.5, such right shall be awarded to the other Parties wishing to exercise their purchase right in proportion to their shareholdings in the Company. Such Parties shall then have a corresponding period of 14 days – after receiving the chairman of the Board’s notice concerning Parties not wanting to exercise the purchase right – to notify the chairman of the Board in writing on whether they want to exercise their excess purchase right.

Restrictive Covenants

Each of the Founder Holding and the Founder undertake, directly or indirectly, from the Closing Date and until [non compete period] months after the earliest of (i) termination of employment or association with the Company of the relevant Founder and (ii) the date on which the relevant Founder Holding no longer holds any shares in the Company, not to engage in any way in any business that competes with the Company.

Amend as applicable.

In the event of a breach of the non-compete obligation, and such breach has not been remedied within 10 Business Days from receipt of written notice from another Party or the chairman of the Board alleging that a breach has occurred, the relevant Founder Holding or Founder shall pay the Company an agreed penalty of DKK [penalty amount] per breach. In case of continued breach, each calendar month a breach persists shall be considered a separate breach. Payment of the agreed penalty shall not terminate the obligations under this clause 16. Notwithstanding payment of an agreed penalty, the Company and/or the other Parties shall be entitled to request the issue of an injunction without the provision of security against the activities, if any, of the Founder Holdings or the Founders, as relevant, in violation of this clause 16.

Intellectual Property Rights

Any intellectual property rights made by a Party or its Related Parties in connection with work performed for or with relation to the Company shall be the sole property of the Company without the Company having to make special demands therefore, and without the relevant Party or its Related Parties being entitled to special remuneration therefore, unless otherwise provided for by applicable law. Notwithstanding the foregoing, know-how analysis or investment analysis of the Company made by a Party shall not belong to the Company.

If a Party or Related Party has made or developed any intellectual property rights as described in clause 17.1, the relevant Party shall notify the Board in writing without undue delay. The notification shall be accompanied by information which is sufficient for the Company to be able to assess the relevant intellectual property. Furthermore, the relevant Party shall in every respect assist, and shall procure that its Related Parties assist, the Company in securing the title to and the value of the said rights, including to, after written request from the Board, sign such documentation as may be required in order to secure the Company’s title and/or interest in such intellectual property rights. Any costs associated with such shall be borne by the Company.

The Company has an exclusive right to and shall be entitled in every respect to dispose of such intellectual property rights as referred to in this clause 17, including by production, reproduction, sale, licensing etc.

Breach

In case of material or repeated breach of this Shareholders’ Agreement by a Party, such Party shall within 10 Business Days upon having received written notice from another Party or the chairman of the Board (as the case may be) of such breach, remedy the breach in full. Each of the non-breaching Parties is obliged to inform the other Parties in writing of a breach immediately upon receipt of knowledge of breach by the defaulting Party.

Failure by the defaulting Party to remedy the material or repeated breach within the deadline set forth in clause 18.1 shall entitle the other Parties on a pro rata basis in proportion to their shareholding in the Company to purchase the shares held by the defaulting Party. If a Party does not wish to exercise its purchase right in full, the purchase right vested in the other Parties shall be increased pro rata in proportion to their shareholding. No right of first refusal shall apply.

The purchase price shall be determined in accordance with clauses 15.3 and 15.4 less 25%.

All expenses relating to the transfer, including costs for determining the value of the shares in the Company, shall be borne by the defaulting Party, if possible, by deduction of the purchase price.

The purchase right must be exercised by the other Parties through written notice to the chairman of the Board no later than 20 Business Days from receipt of the determination made pursuant to clause 18.3. If a Party does not wish to exercise its purchase right in full, or fails to notify this in due time after this clause 18.5, such right shall be awarded to the other Parties wishing to exercise their purchase right in proportion to their shareholdings in the Company, cf. clause 18.2. Such Parties shall then have a corresponding period of 10 Business Days – after receiving the chairman of the Board’s notice concerning Parties not wanting to exercise the purchase right – to notify the chairman of the Board in writing on whether they want to exercise their excess purchase right.

The Board is authorized, on behalf on the defaulting Party, to complete the sale of the shares in accordance with this clause 18.

The defaulting Party is further liable for any loss of the other Parties and the Company in accordance with the general rules of Danish law. The right to purchase shares of a defaulting Party under this clause 18 shall not be to the exclusion of but shall be in addition to any other available remedies under Danish law, including any claim for damages.

The right to purchase the shares of a defaulting Party under this clause 18 may be exercised notwithstanding a claim has been filed with the court as well as the right to claim damages may be filed notwithstanding the purchase right has been exercised.

From determination of breach through final judicial decision or settlement, and until the sale of the defaulting Party’s shares has been completed, the defaulting Party’s administrative rights in the Company, including under this Shareholders’ Agreement, shall be suspended.

Termination

This Shareholders’ Agreement is non-terminable for the Parties and shall remain in force as long as the Parties hold Securities in the Company. Accordingly, the Shareholders’ Agreement shall terminate automatically for a Party who, in accordance with this Shareholders’ Agreement, has transferred all its Securities.

Notwithstanding clause 19.1, provisions which are expressly stated to continue without limitation in time also after a Party’s transfer of its Securities shall remain in full force and effect after a Party’s transfer of its Securities.

Confidentiality

The Parties agree to keep information about this Shareholders’ Agreement (and any related agreement), the Company and each other confidential between them insofar as such information is not and is not intended to be public knowledge.

Notwithstanding clause 20.1, the Parties shall be entitled to share confidential information with their advisors, their shareholders and investors in the course of regular investor reporting and other persons who have a need to know, and who are subject to appropriate confidentiality obligations, and with public authorities or courts of law or administrative proceedings that are entitled to demand submission of such information.

Notwithstanding clause 20.1, each Party may disclose this Shareholders’ Agreement (and related agreements) to any potential investor in the Company, purchaser of shares in the Company or advisers of such Party conditional upon any such person being informed in writing of the confidential nature of such agreement(s) and agreeing in writing to the agreement(s) confidential. Documentation evidencing this must be presented to the other Parties upon written request hereof.

Each of the Parties shall be entitled to make public that the Company is a portfolio company of such Party as it deems appropriate on its web site.

Miscellaneous

Notices

Any notice under this Shareholders’ Agreement shall be sent by email to the following persons:

If to Owner 1:
[owner 1 name]
([owner 1 email])

If to Owner 2:
[owner 2 name]
([owner 2 email])

Waivers

No delay or omission by any Party in exercising any right, power or remedy provided by law or under this Shareholders’ Agreement shall affect that right, power or remedy, or operate as a waiver thereof, except as specifically set out in this Shareholders’ Agreement.

Severability

If any of the provisions of this Shareholders’ Agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions hereof shall not in any way be thereby affected or impaired. In the aforesaid event, the Parties shall negotiate in good faith in order to agree on the terms of a mutually satisfactory provision, achieving as nearly as possible the same effect, to substitute the provisions so found to be invalid, illegal or unenforceable.

No Assignment

Except as otherwise explicitly stated in this Shareholders’ Agreement, no right or obligation under this Shareholders’ Agreement may be assigned by any Party in whole or in part without the prior written consent of the other Parties.

Interpretation

This Shareholders’ Agreement is the result of the Parties’ negotiations, and it shall not be interpreted against a Party as a consequence of such Party having drafted one or more of the provisions of this Shareholders’ Agreement.

Amendments

This Shareholders’ Agreement may be amended by agreement between Parties representing 85.00% of the shares in the Company; provided that the proposed amendment does not adversely affect a Party in a manner disproportionate to the effect on the other Parties in which case the consent of the disproportionately affected Party is required.

The Parties will initiate negotiations on amending this Shareholders’ Agreement in the event of a third party’s acquisition of Securities or in the event of a capital increase by which one or several third parties obtain a share of at least 10.00% of the share capital of the Company. The Shareholders’ Agreement remains in full force and effect until the Parties have made a final agreement on the amendment or lapse hereof.

Governing Law and Venue

This Shareholders’ Agreement shall be governed and construed in accordance with the laws of Denmark to the exclusion of any rules on choice of law or jurisdiction that would refer the subject matter to another governing law or jurisdiction.

Any dispute arising out of or in connection with this Shareholders’ Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

This Shareholders’ Agreement may be signed electronically.

Signature Page