SHAREHOLDERS' AGREEMENT
Private Company Limited By Shares · Ireland
COMPANY
| COMPANY NAME | Liffey Digital Ltd. |
| REGISTERED OFFICE | 22 Fitzwilliam Place, Dublin 2, D02 T292 |
| CRN | 654321 |
| VAT NUMBER | IE1234567T |
| INCORPORATED UNDER | Companies Act 2014 (CA 2014) |
SHAREHOLDER 1
Ciarán Ó Murchú
22 Fitzwilliam Place, Dublin 2, D02 T292
SHAREHOLDER 2
Fionnuala Breathnach
15 South Mall, Cork, T12 XP23
Effective: 15 April 2026
Total Shares: 1,000
This Shareholders' Agreement (this "Agreement") is entered into as of 15 April 2026 by and among Liffey Digital Ltd. (the "Company"), incorporated under the Companies Act 2014, Ciarán Ó Murchú ("Shareholder 1") and Fionnuala Breathnach ("Shareholder 2"), collectively the "Shareholders". The parties agree as follows:
1.
COMPANY AND LEGAL BASIS
The Company is a private company limited by shares incorporated and registered in Ireland under the Companies Act 2014 (CA 2014). The affairs of the Company shall be governed by its Constitution (memorandum and articles of association) and this Agreement. In the event of any conflict between this Agreement and the Company's Constitution, the parties shall procure that the Constitution is amended to reflect this Agreement to the fullest extent permitted by law. Each Shareholder agrees to exercise their voting rights and powers to give effect to the provisions of this Agreement.
2.
SHARE STRUCTURE AND OWNERSHIP
As of the Effective Date, the issued share capital of the Company is held as follows: Shareholder 1 holds 600 Ordinary shares, representing 60.0% of the issued share capital (voting — one vote per share); Shareholder 2 holds 400 Ordinary shares, representing 40.0% of the issued share capital (voting — one vote per share). The total issued and outstanding share capital is 1,000 shares. Pre-emption rights on new share issuances are governed by CA 2014 s. 177 and this Agreement.
3.
BOARD OF DIRECTORS AND GOVERNANCE
The board of directors shall consist of 2 director(s), appointed pursuant to CA 2014 s. 128. Shareholder 1 shall be entitled to nominate 1 director(s), and Shareholder 2 shall be entitled to nominate 1 director(s). Directors may be removed and replaced at any time by the nominating Shareholder by written notice to the Company. A quorum for board meetings shall require a majority of directors. Directors shall act in good faith in the best interests of the Company and in compliance with their duties under CA 2014 Part 5.
4.
RESERVED MATTERS
The following matters ("Reserved Matters") shall require the prior written consent of Shareholders holding at least one hundred percent (100%) of the voting shares: (a) any amendment to the Company's Constitution; (b) any issuance of new shares or grant of options over shares; (c) the acquisition or disposal of assets with a value exceeding EUR 50,000; (d) any borrowing or financial commitment exceeding EUR 100,000; (e) entering into any transaction with a related party; (f) approval of the annual business plan and budget; (g) appointment of auditors; (h) any change in the nature of the Company's principal business; (i) any merger, demerger or reconstruction; and (j) any resolution to wind up the Company. This list is in addition to matters reserved to shareholders under CA 2014.
5.
CONFIDENTIALITY
Each Shareholder shall keep confidential all information relating to the Company's business, finances, clients, technology, and affairs (the "Confidential Information") and shall not disclose it to any third party without the prior written consent of the other Shareholders and the board, except: (a) as required by applicable law or regulation; (b) to professional advisers bound by professional confidentiality duties; or (c) as strictly necessary for the enforcement of this Agreement. This obligation shall continue for two (2) years following a Shareholder ceasing to hold shares in the Company. Each Shareholder acknowledges that the Company may process personal data in connection with this Agreement in compliance with the Data Protection Act 2018 (DPA 2018) and the GDPR.
6.
PRE-EMPTION RIGHTS ON TRANSFER (RIGHT OF FIRST REFUSAL)
No Shareholder shall transfer, sell, assign, charge, or otherwise dispose of any shares (a "Transfer") without first offering those shares to the other Shareholder(s) on the same terms. The transferring Shareholder shall deliver written notice (an "Offer Notice") specifying the number of shares, the proposed price per share, and all material terms. The other Shareholder(s) shall have thirty (30) days from receipt of the Offer Notice to accept the offer in full. If not accepted within that period, the transferring Shareholder may complete the Transfer to the proposed third-party purchaser within sixty (60) days on terms no more favourable than those in the Offer Notice. This clause supplements the statutory pre-emption rights under CA 2014 s. 177. Any purported Transfer in breach of this clause shall be void and of no effect.
7.
TAG-ALONG RIGHTS
If any Shareholder (the "Selling Shareholder") proposes to Transfer shares to a third party (after compliance with the pre-emption provisions above), each other Shareholder (the "Tag-Along Shareholder") shall have the right, exercisable within fifteen (15) days of receiving written notice of the proposed Transfer, to participate in such Transfer by selling a pro-rata portion of their own shares to the proposed purchaser on the same price per share and terms. The Selling Shareholder shall use all reasonable endeavours to procure that the proposed purchaser acquires the Tag-Along Shareholder's shares. A Transfer completed without complying with this clause shall be voidable at the election of the Tag-Along Shareholder.
8.
DRAG-ALONG RIGHTS
If Shareholders holding in aggregate more than seventy-five percent (75%) of the voting shares (the "Dragging Shareholders") approve a bona fide sale of all of the shares of the Company to an arm's-length third party (a "Drag Sale"), the Dragging Shareholders may require all other Shareholders (the "Dragged Shareholders") to sell all of their shares to the purchaser on the same price per share and terms. The Dragging Shareholders shall give at least thirty (30) days' prior written notice of the Drag Sale. The Dragged Shareholders shall execute all documents and take all steps reasonably required to complete the Drag Sale and shall receive the same consideration per share as the Dragging Shareholders.
9.
LEAVER PROVISIONS
Good Leaver: A Shareholder who ceases to be employed by or provide services to the Company by reason of death, permanent disability, retirement at normal retirement age, or redundancy (each a "Good Leaver") shall be entitled to receive fair market value for their shares, determined by the Company's auditors or an independent chartered accountant agreed between the parties (or, failing agreement, appointed by the President of the Institute of Chartered Accountants in Ireland). Bad Leaver: A Shareholder who ceases to be employed by or provide services to the Company for any other reason, including resignation in breach of contract or dismissal for cause (a "Bad Leaver"), shall be required to transfer their shares at the lower of cost price and fair market value as determined above. In either case, the other Shareholder(s) shall have a right of first refusal to purchase the leaver's shares before any transfer to a third party. The leaver provisions in this clause are intended to incentivise long-term commitment and shall be construed consistently with Irish law on forfeiture and share valuation.
10.
DIVIDENDS AND DISTRIBUTIONS
Dividends shall be declared and paid at the sole discretion of the board of directors, in compliance with the solvency requirements of CA 2014 and the Taxes Consolidation Act 1997 (TCA 1997). Dividends on shares of the same class shall be paid equally on a per-share basis. No distribution shall be made that would render the Company insolvent.
11.
DEADLOCK AND DISPUTE RESOLUTION
Deadlock: If the board or the Shareholders are deadlocked on any Reserved Matter for a period of thirty (30) days despite good-faith attempts to resolve the issue, any Shareholder may serve a written deadlock notice. The parties shall use all reasonable endeavours to resolve the deadlock amicably. If the deadlock is not resolved within a further thirty (30) days, the provisions below shall apply. Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall first be referred to non-binding mediation under the Mediation Act 2017. If the dispute is not resolved within thirty (30) days of referral to mediation (or such longer period as the parties may agree), it shall be finally resolved by binding arbitration pursuant to the Arbitration Act 2010 (AA 2010), by a single arbitrator, with the seat of arbitration in Dublin, Ireland. The arbitrator's award shall be final and binding and enforceable as a judgment of the High Court of Ireland.
12.
NON-COMPETITION AFTER EXIT
For a period of 1 year following the date on which a Shareholder ceases to hold any shares in the Company, that Shareholder shall not, within Ireland: (a) directly or indirectly engage in, own, manage, or provide services to any business that competes directly with the Company; or (b) solicit or attempt to solicit any employee, client or customer of the Company with whom that Shareholder had material contact during the twelve (12) months prior to exit. This restriction is intended to protect the Company's legitimate business interests, including its goodwill, client relationships and confidential information, and is considered reasonable in scope, duration and geographical area. If any provision of this clause is found by a court to be unreasonably wide, it shall be modified to the minimum extent necessary to render it enforceable under Irish law.
13.
INTELLECTUAL PROPERTY
All intellectual property rights created by the Company or its employees and contractors in the course of the Company's business shall vest in and belong to the Company. Each Shareholder agrees not to use the Company's intellectual property for personal gain outside the Company's business without the prior written consent of the board.
14.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ireland. To the extent of any conflict between this Agreement and the Companies Act 2014 or the Company's Constitution, the Companies Act 2014 shall prevail, and the parties shall procure that the Constitution is amended accordingly. The parties acknowledge that this Agreement does not constitute a shareholders' rights agreement under CA 2014 s. 128 but is a binding contractual agreement between the parties.
15.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and understandings. Amendment: This Agreement may only be amended by written instrument signed by all parties. Severability: If any provision is held 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 (with read receipt confirmed). Electronic Execution: This Agreement may be executed electronically in accordance with the Electronic Commerce Act 2000 (ECA 2000) s. 13 and eIDAS Regulation (EU) No 910/2014; electronic signatures shall have the same legal effect as handwritten signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
COMPANY
Liffey Digital Ltd.
Date: ____________________
SHAREHOLDER 1
Ciarán Ó Murchú
Date: ____________________
SHAREHOLDER 2
Fionnuala Breathnach
Date: ____________________
