(c) Buy-sell shareholders agreement, share allotment-SHARES 17

An agreement where shares are allotted (and transferred) and simultaneously all parties enter into a shareholders agreement.

Sample

"A. The Company is incorporated in the State of Victoria and has an issued share capital of «a3».

B. The Company has been established for the purposes of conducting the Business of «a5» and associated activities under the name and style of “«a6»".

C. «a10» and «a16» are already shareholders in the Company and «a22» and «a28» are about to be Allotted Shares in the Company.

D. The Shareholders have agreed upon certain matters relating to the manner in which the Company is to be conducted including the administration, financing and management.

E. The Shareholders have further agreed that their relationship as constituted by this Agreement, is to be governed by these terms and conditions.

F. The Shareholders may increase or decrease in number from time to time and the Shareholders to this Agreement will be the most current Shareholders whose particulars are set out, described (with date of acquisition of Shares noted) in Schedule 1 from time to time.

4. ALLOTMENT

4.3 The Company agrees to allot to «a22» and «a28», (collectively called

the Purchaser”) «a41» class shares with effect as and from the Allotment Date, free from all liens, charges and encumbrances whatsoever for the price and upon and subject to the terms and conditions hereinafter contained.

4.4 The Purchase Price of the Allotted Shares must be «a42» ("the Purchase Price").

5. CONSIDERATION

5.1 The Purchase Price must be payable by «a22»,and «a28» on the instructions of and to the order of the Company as follows:-

5.1.2 The Purchase Price must be paid by the Purchaser to the Company in the following manner, namely……………………….. "