Shareholder Support Agreement Template for Germany

1. Standstill Provisions: Restrictions on acquiring additional shares or seeking control, typically included when involving public companies

2. Break Fees: Penalties for breach of support obligations, included when specific financial consequences need to be defined

3. Tag-Along Rights: Rights of minority shareholders to join in share transfers, included when protecting minority interests

4. Drag-Along Rights: Rights to force minority shareholders to join in share transfers, included when majority control is important

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included when shareholders have operational roles

6. Corporate Governance Provisions: Specific arrangements regarding board representation and management, included for significant shareholders

7. Exit Provisions: Mechanisms for terminating the agreement or handling change of control, included for longer-term agreements

1. Schedule 1 - Shareholder Details: List of supporting shareholders and their shareholdings

2. Schedule 2 - Supported Actions: Detailed list of corporate actions or matters requiring shareholder support

3. Schedule 3 - Form of Power of Attorney: Template for any required voting proxy or power of attorney

4. Schedule 4 - Deed of Adherence: Form for new parties to accede to the agreement

5. Appendix A - Corporate Structure Chart: Diagram showing the corporate structure and shareholding relationships

6. Appendix B - Voting Procedures: Detailed procedures for exercising voting rights under the agreement