Shareholder Agreement
This Shareholder Agreement ("Agreement") is made effective as of April 1, 2024 by and between:
1. $HDGE Token Holders, collectively representing the holders of 100,000,000 $HDGE tokens, hereinafter referred to as the "Shareholders."
Recitals:
A. The Company has been formed as a Cayman company under the laws of the Cayman Islands.
B. The Shareholders collectively own 49% of the shares of the Company through their ownership of $HDGE tokens, with ownership automatically conferred upon token purchase.
Agreement:
1. Governance:
a. The Company shall be governed by its Articles of Association and any applicable laws of the Cayman Islands.
b. Major decisions concerning the Company, including but not limited to changes in corporate structure, mergers, acquisitions, and liquidation, shall require the approval of the majority of the Shareholders.
2. Rights of Shareholders:
a. The Shareholders shall have the right to receive regular updates on the Company's financial performance, strategic plans, and any other material information relevant to their investment.
b. In the event of any proposed dilution of the Shareholders' ownership stake, the Company shall provide prior notice and negotiate in good faith with the Shareholders to minimize the impact of such dilution.
3. Transfer of Shares:
a. The ownership of shares by the Shareholders is automatically conferred upon the purchase of $HDGE tokens.
4. Dispute Resolution:
Any disputes arising under or related to this Agreement shall be resolved through arbitration in accordance with the rules of arbitration of the Cayman Islands. The decision of the arbitrator(s) shall be final and binding upon both parties.
5. Miscellaneous:
a. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
b. This Agreement may be amended or modified only in writing and signed by both parties.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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