Shareholders Agreement Template

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (this "Agreement") is entered into as of 1 May 2026 by and between James R. Piripi ("Shareholder 1") and Meridian Capital NZ Ltd. ("Shareholder 2"; together the "Shareholders") in relation to Kauri Technology Group Limited (Companies Office No. 9876543) (the "Company"), a company incorporated in New Zealand under the Companies Act 1993. The Shareholders agree as follows:

The Company is incorporated in New Zealand under the Companies Act 1993. Its registered office is at 12 Bowen Street, Wellington 6011. The Shareholders agree to operate the Company in accordance with the Companies Act 1993, the Company's constitution (if any), and this Agreement. To the extent any provision of this Agreement is more restrictive than a provision of the constitution, the more restrictive provision applies as between the Shareholders. To the extent any provision of this Agreement is inconsistent with the Companies Act 1993 in a way that cannot be cured by shareholder unanimity, the Companies Act 1993 prevails.

The Company's total issued share capital is 1000 ordinary shares. The Shareholders hold the following shares:

(a) James R. Piripi — 500 shares (50%); and
(b) Meridian Capital NZ Ltd. — 500 shares (50%).

All shares are fully paid and rank pari passu in all respects unless expressly varied by the constitution. Each Shareholder warrants that its shares are held free and clear of any security interest registered under the Personal Property Securities Act 1999, charge, lien, trust, encumbrance or third-party claim, except as disclosed in writing prior to signing.

The Company is governed by a board of directors of 4 directors. James R. Piripi is entitled to nominate 2 directors and Meridian Capital NZ Ltd. is entitled to nominate 2 directors. A nominated director may be removed and replaced at any time by written notice from the nominating Shareholder. The board meets at least quarterly, in person or by audio-visual link. The quorum is 3 directors, including at least one director nominated by each Shareholder. Board resolutions require a simple majority of directors voting, except Reserved Matters (clause 4). Each director must comply with the directors' duties in ss 131-138 of the Companies Act 1993 (good faith and best interests, proper purpose, due care, no reckless trading, business judgment limits), as authoritatively restated by the Supreme Court in Yan v Mainzeal Property and Construction Ltd (in liq) [2023] NZSC 113.

The following matters ("Reserved Matters") require the prior written consent of all Shareholders, regardless of any board decision or constitutional provision to the contrary: (a) amendment, repeal or adoption of the Company's constitution; (b) issuance of new shares, options, convertible securities or rights to subscribe (other than to existing Shareholders pro rata); (c) any major transaction within the meaning of s 129 of the Companies Act 1993; (d) any material change to the Company's principal business or industry; (e) incurring borrowings or guarantees in excess of NZD 250,000 in aggregate; (f) entry into any related-party transaction with a Shareholder, director or associate; (g) appointment or removal of the Company's auditors and external advisers on tax matters; (h) declaration of dividends or other distributions; (i) acquisition or disposal of material assets (over NZD 250,000) outside the ordinary course; (j) entry into any agreement for the sale of the Company or substantially all of its assets; (k) voluntary winding up under Part 16 of the Companies Act 1993; and (l) any decision affecting the rights attaching to a class of shares.

Dividends are declared at the discretion of the board, subject to the solvency test under s 52 of the Companies Act 1993 (s 52 requires the company to be able to pay its debts as they become due in the normal course of business AND the value of its assets to exceed the value of its liabilities, including contingent liabilities, after the distribution). The Company shall maintain accurate accounting records under s 194 of the Companies Act 1993 and, where it is a large company or otherwise required, file financial statements under the Financial Reporting Act 2013. Each Shareholder may inspect the Company's accounting records on reasonable notice (s 215 CA 1993). The Company is responsible for its own income tax, GST, PAYE, KiwiSaver employer contributions and ACC levies.

Each Shareholder shall act in good faith towards the Company and the other Shareholders in respect of all matters arising from this Agreement. Shareholders who are also directors acknowledge and shall comply with their fiduciary and statutory duties under ss 131-138 of the Companies Act 1993, including: s 131 (duty to act in good faith and best interests of the company), s 133 (proper purpose), s 134 (compliance with the Act and constitution), s 135 (reckless trading), s 136 (obligation in respect of business judgement), s 137 (care, diligence and skill), and s 138 (reliance on information). The Supreme Court in Yan v Mainzeal [2023] NZSC 113 confirmed that ss 135-136 impose a meaningful standard of solvency oversight on directors. No Shareholder shall engage in any activity that materially competes with the Company without the prior written consent of the other Shareholder.

Nothing in this Agreement limits a Shareholder's statutory rights, including: (a) the right of a shareholder to apply to the High Court for relief from oppressive, unfairly discriminatory or prejudicial conduct under s 174 of the Companies Act 1993; (b) the right to bring a statutory derivative action with court leave under ss 165-168 of the Companies Act 1993; (c) the right to require the Company to purchase its shares on a major transaction or constitutional alteration under ss 110-115 of the Companies Act 1993; and (d) the rights and remedies arising from breach of directors' duties. The Shareholders agree these statutory rights co-exist with the contractual rights in this Agreement.

Each Shareholder shall hold in strict confidence all non-public information relating to the Company and its business — including financial data, business plans, customer information, pricing, supplier terms and trade secrets — and shall not disclose such information to any third party except (a) to its professional advisers bound by equivalent confidentiality obligations; (b) to any prospective bona fide transferee of its shares who has signed an enforceable NDA on terms approved by the Company; or (c) as required by law, court order or regulatory authority. This obligation survives termination of this Agreement and applies for as long as the relevant information retains its confidential character.

This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Companies Act 1993, the Contract and Commercial Law Act 2017, and the Financial Markets Conduct Act 2013 (FMCA 2013) where any future capital-raising amounts to a regulated offer. The Shareholders submit to the exclusive jurisdiction of the courts of Wellington, New Zealand.

Entire agreement. This Agreement records the entire agreement of the Shareholders in relation to the Company and supersedes prior agreements on the same subject. Amendment. This Agreement may only be amended by written instrument signed by all Shareholders. Severability. If any provision is held unenforceable, it is read down to the minimum extent necessary; the remainder continues. Notices. Notices must be in writing and may be delivered by hand, post or email to the addresses above. Counterparts / electronic execution. This Agreement may be executed in counterparts and electronically under Part 4 of the Contract and Commercial Law Act 2017. Continuing effect. A Shareholder ceases to be bound by this Agreement on disposing of all of its shares in accordance with this Agreement, save for surviving obligations of confidentiality, restraint (if applicable) and indemnity for prior breaches.

Before a Shareholder (the "Selling Shareholder") may transfer any shares to a third party (other than to a Permitted Transferee — being a wholly-owned subsidiary, parent, or affiliated entity remaining under common control), the Selling Shareholder shall give the other Shareholders written notice (the "Offer Notice") specifying the shares offered, the bona fide third-party price and the principal terms of the proposed transfer. The other Shareholders (the "Continuing Shareholders") have 20 Business Days from the Offer Notice to elect to purchase the offered shares pro rata to their respective shareholdings (or in such other proportions as they agree among themselves), on the same terms and at the same price as the third-party offer. If the Continuing Shareholders do not elect to purchase all of the offered shares within the offer period, the Selling Shareholder may transfer the offered shares to the third party on terms no less favourable to the Selling Shareholder than those notified, within a further 40 Business Days. Permitted Transferees must remain subject to this Agreement and shares must be transferred back if the transferee ceases to be a Permitted Transferee. Share transfers require the prior written consent of all Shareholders. No shares may be encumbered (including by way of security interest under the Personal Property Securities Act 1999) without compliance with this clause.

Tag-along. If a Shareholder (the "Selling Shareholder") proposes to transfer shares representing more than 25% of the issued shares to a third party (other than a Permitted Transferee), the other Shareholders may, by written notice within 10 Business Days, require the third-party purchaser to also purchase their shares on the same per-share terms and price (pro rata to the size of the proposed transfer, if applicable). The Selling Shareholder shall not complete the proposed transfer unless the third party simultaneously acquires the tagging shares on those terms.

Drag-along. If Shareholders holding in aggregate at least 75% of the issued shares (the "Dragging Shareholders") agree to sell their shares to a bona fide third party at arm's length, the Dragging Shareholders may, by giving at least 20 Business Days' written notice, require all remaining Shareholders (the "Dragged Shareholders") to sell their shares to the same purchaser on the same per-share price and on substantially the same terms. The drag-along price must not be less than fair market value as determined in good faith. Dragged Shareholders shall execute all transfer documents and provide title warranties of a customary kind (no operational warranties beyond title and authority).

Deadlock — put/call (shotgun). If a deadlock at Shareholder or board level remains unresolved for more than 60 days, any Shareholder may serve a put/call notice specifying a price per share at which it is willing to either sell all of its shares to the other Shareholder or purchase all of the other Shareholder's shares. The recipient has 20 Business Days to elect to either sell or buy at the specified price. If no election is made, the recipient is deemed to have elected to sell. Completion occurs within a further 20 Business Days.

Arbitration of transfer disputes. Any dispute about the exercise of tag-along, drag-along, pre-emption or deadlock rights (other than urgent injunctive relief) shall be determined by binding arbitration under the Arbitration Act 1996, administered by the New Zealand International Arbitration Centre in Wellington, New Zealand, by a sole arbitrator. The seat of arbitration is New Zealand. The award is final and binding.

A Shareholder identified as a "founder" by the Shareholders in writing (a "Founder") holds its shares subject to monthly vesting over 4 years with a 12-month cliff, calculated from this Agreement's date or, if later, the Founder's commencement with the Company. Cliff: No shares vest until the cliff is reached; on the cliff date, 25% of the Founder's shares vest in a single instalment. Post-cliff: The remainder vests in equal monthly instalments until full vesting on the 4-year anniversary. Bad-leaver buy-back. If a Founder ceases to be employed or engaged by the Company before full vesting in circumstances constituting a "Bad Leaver" event (resignation without good cause, summary dismissal for serious misconduct, material breach of this Agreement or an employment/contractor agreement), the Company (or other Shareholders) may, within 90 days of departure, buy back the unvested shares for nominal consideration of NZD 1.00 in aggregate, and the vested shares at fair market value determined by an independent valuer. Good leaver: If departure is on grounds of death, permanent disability, redundancy or other good-leaver event, vested shares are retained at fair market value (and unvested shares are bought back at fair market value). The board determines leaver status acting reasonably and in good faith.

Each Shareholder identified as a "founder" agrees that, for as long as it holds shares and for 24 months after ceasing to hold shares, it shall not, in New Zealand, directly or indirectly: (a) engage in any business that is in competition with the Company's principal business; (b) solicit, canvass or accept business from any customer of the Company; or (c) solicit or recruit any employee, contractor or key adviser of the Company. The Shareholder acknowledges that this restraint protects the Company's legitimate proprietary interest in goodwill and confidential information and is supported by adequate consideration (the consideration paid for its shares and any continued employment or contractor relationship). NZ courts apply Brown v Brown [2014] NZHC 1156 reasonableness; restraints supported by paid-for goodwill are upheld more readily than employee restraints. If any element is held unreasonable, the parties agree the court may read it down to the minimum extent necessary.

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