Shareholder Resolutions Accompanying Share Investment Agreement (Services)

Share Investment Agreement (Services) - Accompanying Shareholder Resolutions

CO.SI.05

These Shareholder Resolutions are complementary to the Share Investment Agreement (Shares for Services) and should be passed prior to the completion of the investment proposed under that agreement.

Under the Share Investment Agreement (Shares for Services), the investor proposes to “invest” his time and expertise in the provision of a particular service to the company, following the successful completion of which, the investor will receive shares in the company. Once the company is satisfied with the provision of the services, the company will need to pass various resolutions in order to issue the shares to the investor, including:

• authorising the directors to allot shares to the Investor under section 551 of the Companies Act 2006; and

• allowing the directors to allot the above shares free from any pre-emption rights.

These resolutions should be passed as written resolutions.

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