Capital Increase Certificate Template

CAPITAL INCREASE CERTIFICATE

This Capital Increase Certificate (the Certificate) is made as of Date: by and between Company Name: organized under Jurisdiction: (the Company) and Subscriber Name(s)/Holder(s): (Subscriber).

RECITALS

WHEREAS, the Board of Directors of the Company adopted a resolution on authorizing an increase of the Company’s authorized share capital; and

WHEREAS, prior to such resolution the authorized capital was and the Board resolved to increase the authorized capital by resulting in total authorized capital of .

WHEREAS, the Board and, where applicable, the shareholders of the Company have approved the issuance and subscription of shares on the terms set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1. INCREASE OF AUTHORIZED CAPITAL

1.1 The Company hereby certifies that its authorized share capital is increased by the number and class of shares set forth below and that the Company will amend its articles of incorporation or equivalent charter document to reflect such increase in accordance with applicable law.

Class of Shares to be Added: ; Number of Shares Added: ; Par Value per Share (if any): .

2. ISSUANCE AND SUBSCRIPTION

2.1 Subject to the terms and conditions of this Certificate, the Company agrees to issue and the Subscriber agrees to subscribe for and accept issuance of shares of Class: (the Issued Shares).

2.2 The Issued Shares shall be fully paid and non-assessable upon receipt by the Company of the consideration described in Section 3.

3. CONSIDERATION AND PAYMENT

3.1 Consideration for the Issued Shares shall be: Cash Amount: or Non-Cash Consideration: (check if applicable).

3.2 Payment shall be made on or before Closing Date: by the following method:

Wire transfer    Certified check    Other (describe):

4. AMENDMENT TO CONSTITUTIVE DOCUMENTS

4.1 Contemporaneously with or promptly after the Closing, the Company shall file and cause to be filed all amendments to its articles of incorporation or other constitutive documents necessary to effect the increase in authorized capital and the creation or reservation of the Issued Shares, including amendment to Article/Section: .

5. APPROVALS; REPRESENTATIONS

5.1 The Company represents and warrants that (a) the corporate approvals required by applicable law and the Company’s governing documents to effect the increase in capital and issuance have been duly obtained; (b) upon issuance and payment in accordance with this Certificate, the Issued Shares will be validly issued, fully paid and non-assessable; and (c) the execution and performance of this Certificate do not violate any material agreement or obligation of the Company.

5.2 The Subscriber represents and warrants that the Subscriber has full power and authority to enter into this Certificate and to perform its obligations hereunder, and that the acceptance of the Issued Shares and payment of the consideration will not violate any law or agreement binding on the Subscriber.

6. CONDITIONS PRECEDENT

6.1 The obligations of the Company and the Subscriber under this Certificate are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) delivery of resolutions approving the transactions; (b) receipt of consideration in accordance with Section 3; and (c) filing of required amendments and payment of applicable fees.

7. COVENANTS

7.1 The Company covenants to maintain accurate minute books and to enter into its stock ledger the names of the holders and issuance of the Issued Shares promptly following payment and Closing.

7.2 The Subscriber covenants to cooperate in connection with any filings or consents reasonably necessary to effect the transactions contemplated hereby.

8. FILING AND EFFECTIVE DATE

8.1 The Company shall file the required amendment(s) with the appropriate registrars, and the increase in authorized capital shall become effective on the Effective Filing Date: or such later date as determined by the applicable authority.

9. NOTICES

All notices, demands and communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or sent by certified mail or courier to the addresses set forth below or to such other address as either party may designate in writing.

10. MISCELLANEOUS

Governing Law: This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the Company without regard to conflict of laws principles.

Entire Agreement: This Certificate sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Severability: If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision shall be effective unless in writing and signed by the parties to be bound thereby.

Counterparts: This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION BY CORPORATE SECRETARY

The undersigned, being the duly appointed Corporate Secretary of the Company, hereby certifies that the foregoing is a true and correct statement of the resolutions authorizing the increase of authorized capital and the issuance of the Issued Shares, and that such resolutions remain in full force and effect as of the date hereof.

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