shareholders agreement  table of contents  page  
section 1.certain deeinitions 2
section 2.general 2
section 3.representations and warranties 3
section 4.share transfer and subscription 4
section 5.corporate governance 5
section 6.further covenants 8
section 7.ipo policy 9
section 8.term and termination 9
section 9.miscellaneous 11
shareholders agreement  
this shareholders agreement (this agreement) is made and entered into as of [], 20[] by and among the following parties (collectively the parties and each a party):
[aaa] ([aaa]), a citizen of the [name of the country];
[bbb]([bbb]), a corporation organized under the laws of [name of the country]; and

zzz investment management co. , ltd

(the company), a corporation organized under the laws of [name of the country]. recitals:  
a.the company has issued and outstanding [] common shares having par value of ￦ [] per share (“common shares”), of which [aaa] owns common shares representing [] % of the total.
the company and [bbb] are parties to an investment agreement dated as of [], 20[] (the “investment agreement”), a copy of which has been provided to [aaa].

b. pursuant to the investment agreement, the company will newly issue to [bbb] [] common shares (the subscription shares), which will, upon the closing, represent [] % of total issued and outstanding common shares

also pursuant to the investment agreement, the company will newly issue to [bbb] ￦[] in principal amount of convertible bonds bearing interest at [] % per annum and a yield to maturity of [] % per annum and due [] years from the closing date (the “bonds”), such bonds being convertible into [] common shares.
c.the parties wish to set forth herein certain agreements with regard to the control, governance and management of the company.
the parties hereby agree as follows:  
section 1.certain deeinitions
1.1 terms defined in the investment agreement have the meanings so specified therein when used in this agreement, unless otherwise defined herein.
1.2 as used in this agreement, the following terms have the following meanings:
articles of incorporation of the company means the articles of incorporation of the company in the form attached hereto as exhibit [], to be adopted by the shareholders of the company as a condition precedent to the closing under the investment agreement.   (이하 생략)