Shareholders Agreement Template

SHAREHOLDERS AGREEMENT

State Of New South Wales, Australia

COMPANY

This Shareholders Agreement (this "Agreement") is entered into as of 25 April 2026 by and among Harbour Digital Pty Ltd (ACN 123 456 789) (the "Company"), Sarah J. Mitchell ("Shareholder 1"), James T. O'Brien ("Shareholder 2"), and Emma L. Watson ("Shareholder 3"), collectively the "Shareholders". The parties agree as follows:

The Company is incorporated under the Corporations Act 2001 (Cth) ss. 140–141. The Shareholders hold the following shares in the issued capital of the Company: Shareholder 1 holds 400 Ordinary shares representing approximately 40.0% of the issued shares (voting, one vote per share, s. 250E); Shareholder 2 holds 350 Ordinary shares representing approximately 35.0% (voting, one vote per share); and Shareholder 3 holds 250 Ordinary shares representing approximately 25.0% (voting, one vote per share). No further shares shall be issued except in accordance with this Agreement and the requirements of Corporations Act 2001 s. 254A.

The board of directors of the Company shall consist of 3 director(s). Shareholder 1 shall be entitled to appoint and remove 2 director(s) and Shareholder 2 shall be entitled to appoint and remove 1 director(s), in each case by written notice to the Company. Directors shall be appointed and removed in accordance with the Company's constitution and Corporations Act 2001 s. 203C (replaceable rule). The board shall act in accordance with the powers conferred under Corporations Act 2001 s. 198A and shall observe the directors' duties under sections 180–183 (care and diligence, good faith, proper purpose, no improper use of position or information). A quorum for board meetings shall require the presence (including by telephone or videoconference, which is expressly permitted) of at least one director appointed by each Shareholder.

Each Shareholder holding voting shares shall have one vote per share at general meetings of the Company, in accordance with Corporations Act 2001 s. 250E. Ordinary resolutions shall be passed by a simple majority of votes cast. Special resolutions (as defined in Corporations Act 2001 s. 9) shall require a 75% majority of votes cast. Shareholder meetings shall be called and conducted in accordance with the Company's constitution and the relevant provisions of the Corporations Act 2001. Following the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 (Cth), the Company may hold meetings of members (including the AGM) using virtual technology only, hybrid (physical and virtual), or wholly physical meetings, as the directors determine — subject to the requirement that the technology gives members as a whole a reasonable opportunity to participate. All meeting documents may be sent and signed electronically in accordance with Corporations Act 2001 s. 110A.

The following matters shall require the prior written approval of Shareholders holding at least 75% of the total issued voting shares (or such other supermajority as may be specified), in addition to any requirements of the Corporations Act 2001: (a) any amendment to the Company's constitution; (b) any issue of new shares or grant of options over shares (s. 254A); (c) any variation of class rights (s. 246B); (d) any acquisition or disposal of assets exceeding 10,000.00 AUD; (e) any incurrence of debt exceeding 50,000.00 AUD; (f) any material change to the nature of the Company's business; (g) appointment or removal of the CEO or CFO; (h) entry into any related-party transaction (regulated under Chapter 2E for public companies and as a fiduciary duty for proprietary companies); (i) any merger, demerger, or joint venture; or (j) any distribution or dividend payment. These reserved matters shall not be undertaken without the requisite Shareholder approval, regardless of any board resolution to the contrary.

Dividends shall be declared and paid at the discretion of the board, subject to the solvency requirements of Corporations Act 2001 s. 254T. Dividends on shares of the same class shall be paid in proportion to the number of shares held. No dividend shall be paid unless the Company is solvent and able to pay all its debts as they fall due. Dividends shall be declared in accordance with the Corporations Act 2001 s. 254T and any applicable ASIC regulatory guidance.

Nothing in this Agreement, the Company's constitution, or any related-party agreement prevents, restricts, or penalises a Shareholder, officer, employee, contractor, or associate of the Company from making a protected disclosure under Australian law. Without limitation, each such person retains the right to make disclosures: (a) to the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another Commonwealth authority where the disclosure qualifies for whistleblower protection under Part 9.4AAA of the Corporations Act 2001 (Cth) (which expressly applies to companies and their officers, employees, contractors and associates); (b) to the Commissioner of Taxation under Part IVD of the Taxation Administration Act 1953 (Cth); (c) to a Commonwealth, State or Territory authority under the Public Interest Disclosure Act 2013 (Cth) or equivalent legislation; (d) to a legal practitioner for the purpose of obtaining advice or representation concerning a protected disclosure; and (e) to any court, tribunal, parliamentary committee, or law-enforcement officer in the proper exercise of their statutory functions. The Company confirms that it maintains (or shall implement) a Whistleblower Policy compliant with section 1317AI of the Corporations Act for any "large proprietary company" (as defined in section 45A) or other relevant entity. Any provision of this Agreement that purports to limit such protected disclosures is void to the extent of that limitation.

The Company and each Shareholder shall comply with the Privacy Act 1988 (Cth), the Privacy Regulations 2025, and the Australian Privacy Principles (APPs) in Schedule 1 to the Privacy Act in respect of any personal information of customers, employees, directors, or other individuals handled in the course of the Company's business. The Company shall: (a) maintain a Privacy Policy compliant with APP 1; (b) implement reasonable security safeguards under APP 11.1; and (c) comply with the Notifiable Data Breach scheme under Part IIIC of the Privacy Act, including timely assessment and notification of any suspected eligible data breach to the Office of the Australian Information Commissioner (OAIC) and affected individuals. Each Shareholder consents to the Company collecting, holding, and using their personal information for the purpose of administering this Agreement, the share register, dividend payments, and statutory communications.

No Shareholder shall transfer, sell, assign, pledge, charge, or otherwise dispose of any shares in the Company (a "Transfer") without first complying with this clause. The transferring Shareholder (the "Transferring Shareholder") shall deliver written notice (the "Transfer Notice") to the Company and each other Shareholder specifying: the number of shares proposed to be transferred; the proposed transfer price per share; and the proposed transferee. Each other Shareholder shall have twenty-one (21) days from receipt of the Transfer Notice (the "Offer Period") to elect, by written notice, to purchase all (but not part) of the offered shares at the stated price, pro rata to their respective shareholdings. If no Shareholder elects to purchase within the Offer Period, the Transferring Shareholder may Transfer the shares to the proposed transferee within forty-five (45) days on terms no more favourable than those stated in the Transfer Notice. Any purported Transfer in breach of this clause shall be void and of no effect.

If any Shareholder (the "Selling Shareholder") proposes to Transfer shares representing more than 25% of the total issued shares to a third party (after compliance with the Right of First Refusal), each other Shareholder (the "Tag-Along Shareholder") shall have the right to require the Selling Shareholder to procure that the proposed transferee acquires the Tag-Along Shareholder's shares on the same price per share and on the same terms and conditions. The Selling Shareholder shall provide written notice at least fifteen (15) business days prior to completion of such Transfer. If a Tag-Along Shareholder elects to participate, they must notify the Selling Shareholder within ten (10) business days.

If Shareholders holding in aggregate more than 75% of the total issued voting shares (the "Dragging Shareholders") approve a bona fide arm's length sale of all or substantially all of the shares of the Company to a third-party purchaser, the Dragging Shareholders may require all other Shareholders (the "Dragged Shareholders") to sell their shares on the same price per share and terms and conditions as the Dragging Shareholders. The Dragging Shareholders shall provide at least twenty-one (21) days' written notice to the Dragged Shareholders prior to the completion of any such transaction. Each Dragged Shareholder shall take all steps reasonably required to complete the sale, including executing all necessary transfer documents.

Any new shares proposed to be issued by the Company pursuant to Corporations Act 2001 s. 254A shall first be offered to each existing Shareholder pro rata to their existing shareholding at the proposed issue price (the "Pre-Emptive Right"), by written notice specifying the number of shares, the price, and the offer period (not less than fifteen (15) business days). A Shareholder's failure to subscribe for their pro rata entitlement shall not affect the validity of the issue to other Shareholders or the proposed third-party subscriber. Any issue of shares without compliance with this clause, or at a price below fair market value, shall require the prior written approval of all Shareholders. The Shareholders acknowledge the variation of class rights provisions in Corporations Act 2001 s. 246B.

A "Deadlock" occurs when: (a) the board is unable to pass a resolution on a matter requiring board approval after two (2) consecutive meetings convened for that purpose; or (b) the Shareholders are unable to pass a resolution on a Reserved Matter after two (2) attempts. In the event of a Deadlock, the Shareholders shall first attempt to resolve the matter by good faith negotiation for a period of thirty (30) days. If the Deadlock is not resolved, either Shareholder may by written notice invoke the dispute resolution mechanism below. If the Deadlock remains unresolved after dispute resolution, any Shareholder may require the winding up of the Company in accordance with the Corporations Act 2001 s. 461(1)(k) on just and equitable grounds.

Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between senior representatives for 15 business days. If unresolved, the dispute shall be submitted to mediation before a mediator agreed by the parties (or, failing agreement within ten (10) business days, a mediator nominated by the Resolution Institute of Australia), in the capital city of New South Wales. If mediation does not resolve the dispute within forty-five (45) days of the appointment of the mediator, the dispute shall be finally resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in New South Wales, in accordance with the ACICA Arbitration Rules, by a single arbitrator. The arbitral award shall be final and binding.

For a period of 1 year following the date on which a Shareholder ceases to hold shares in the Company, that former Shareholder shall not, directly or indirectly, carry on, be engaged in, own, manage, operate, or be a consultant to any business that competes directly with the principal business of the Company within the geographic area where the Company conducts business. Australian courts assess restraint of trade clauses under common law and the Competition and Consumer Act 2010 (Cth), by reference to the reasonableness of the restriction's scope, duration, and geographic area. If any court or tribunal determines any part of this clause to be unenforceable, that part shall be read down to the minimum extent necessary to make it enforceable.

This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales and the laws of the Commonwealth of Australia, including the Corporations Act 2001 (Cth). To the extent of any inconsistency between this Agreement and the Company's constitution, or the replaceable rules in the Corporations Act 2001 ss. 140–141, the parties agree that the provisions of this Agreement shall prevail to the fullest extent permitted by law, and the Company's constitution shall be amended accordingly if required. Subject to any Dispute Resolution clause above, all disputes not otherwise resolved shall be determined exclusively in the courts of the State of New South Wales.

Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to its subject matter.
Amendment: This Agreement may only be amended by written instrument signed by all parties.
Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Notices: All notices shall be in writing and delivered personally, by registered post, or by email to the addresses set out herein.
Electronic Execution: This Agreement may be executed in counterparts, including electronic counterparts, which are valid and binding under the Electronic Transactions Act 1999 (Cth) and Corporations Act 2001 s. 110A (electronic signing of company documents).
Confidentiality: Each party shall keep the terms of this Agreement confidential and shall not disclose them to any third party without the prior written consent of all other parties, except as required by law, for the purposes of obtaining professional advice, or under the Protected Disclosures clause above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.