EXHIBIT 10.3
SHAREHOLDERS AGREEMENT
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SHAREHOLDER'S AGREEMENT OF BRAVO RESOURCES LTD.
This Shareholder's
Agreement (this "Agreement") is made and
entered
into as of this __ day of November, 2005,
by and between Bravo Resources Ltd., a
Nevada corporation (the "Company"), and the
persons listed on the signature page
to this Agreement (the "Shareholders").
WHEREAS, it is a
condition to that certain Share Exchange Agreement by
and among Bravo Resources Ltd., Woize Ltd.,
a United Kingdom company, St James's
Square Nominees Limited, a private limited
company registered in England, Anders
Halldin and Anders Forsberg, executed on November 1, 2005 (the "Share
Exchange"), that the parties hereto enter
into this Agreement.
NOW, THEREFORE, in
consideration of the foregoing and in consideration
of the mutual promises set forth herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
1. GRANT OF
IRREVOCABLE
PROXY. The parties hereto hereby grant to
Anders Halldin, an
individual residing in
Stockholm, Sweden,
an
irrevocable proxy to
vote all of the shares of Bravo Common Stock
held by the parties
hereto for the limited
purpose of appointing
and maintaining Anders Halldin, Anders Danker and Daniel Savino
as
directors of the Company.
Such proxy power shall
be limited solely to
the grant listed
in
this Section 1. Such proxy is coupled with an interest arising
out
of the terms
of this Agreement and continues so long as this
Agreement remains in full force and effect.
2. APPOINTMENT
OF CHAIRMAN OF THE BOARD. During the term of this
Agreement, Anders
Halldin, and Daniel Savino, Anders Danker
(solely in his
capacity as a director) hereby further agree to
take all necessary actions to:
a. Maintain
the size of the board of directors at three
directors;
b. Appoint
and maintain Daniel Savino as Chairman of the
Board of Directors ("Board"); and
c. Appoint and
maintain Anders
Halldin and Anders Danker as
directors of the Board and in such positions as
determined by the Board.
3. TERMINATION.
This Agreement and the
irrevocable proxies described
in Section 1 of this
Agreement shall
remain in effect until
the
termination of the Escrow Period, as that term is defined in the
Share Exchange and the exhibits thereto.
4. AGREEMENT
BINDING UPON TRANSFEREES. In the event that any Stock is
at any time disposed of or transferred to any party pursuant to
the provisions
hereof, the transferee shall take such Stock
pursuant to all the terms, provisions, conditions, and covenants
of this Agreement, and the transferee shall, as a condition
precedent to the valid transfer of such
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Stock to such
transferee, be bound,
and agree (for and on behalf
of himself
or herself, his or her legal and personal
representatives, his or her assigns, and his or her transferees,
direct or indirect) in writing to be bound, by all provisions of
this Agreement.
5. GENERAL
PROVISIONS.
a. NOTICES.
All notices, requests, demands and other
communications
required or
permitted
to be given
hereunder shall
be in writing and shall be given
personally, sent by
facsimile transmission or sent by
prepaid air courier or certified or express mail, postage
prepaid to the last known address of the recipient or to
such other
address or addresses as a party may have
advised the other.
Any such notice shall be deemed to
have been given (a) when received, if delivered in
person, sent by
facsimile transmission
and confirmed in
writing within three (3) business days thereafter or sent
by prepaid air
courier or (b) three
(3) business
days
following the mailing
thereof, if mailed by certified
first class
mail, postage prepaid, return receipt
requested.
b. MEDIATION.
The parties
hereto encourage the prompt and
equitable settlement
of all controversies
or claims (a
"Dispute")
between or
among the parties and their
affiliates including but not limited to those arising out
of or relating
to this Agreement or the transactions
contemplated hereby.
At any time, either
party can give
the other written
notice that it desires to settle a
Dispute. Within 10
days of delivery of such notice, the
parties agree to cause their officers having authority to
resolve such
differences
to meet
