Financial Share Premium Agreement

FINANCIAL SHARE PREMIUM AGREEMENT

This Financial Share Premium Agreement (the Agreement) is entered into on this day of in the year by and between:

Parties

Recitals

WHEREAS, the Company is authorised to issue ordinary shares with the nominal value set forth below and wishes to issue and allot a portion of such shares to the Investor at an issue price greater than the nominal value such that the excess constitutes a share premium to be credited to the Company's share premium account; and

WHEREAS, the Investor wishes to subscribe for and pay for such shares on the terms and subject to the conditions contained in this Agreement.

Share Issuance Details

The parties agree the share premium per share shall equal Issue Price per Share less Nominal Value per Share. The aggregate amounts payable on subscription shall be calculated as follows:

Subscription and Payment

1. The Investor hereby subscribes for and agrees to pay to the Company the aggregate subscription amount equal to Gross Proceeds upon the terms specified in this Agreement. Payment shall be made by cleared funds to the account nominated by the Company prior to allotment.

2. Payment Terms: . Interest on any overdue amount shall accrue at a rate of from the due date until payment.

Allotment; Share Certificates; Registration

Upon receipt of cleared funds in accordance with this Agreement and satisfaction of the Conditions Precedent, the Company shall allot the shares to the Investor, enter the Investor on its register of members and procure that a share certificate (or other documentary evidence of title where shares are uncertificated) is delivered to the Investor within of allotment.

Use of Share Premium and Accounting Treatment

The parties acknowledge and agree that the aggregate share premium shall be credited to the Company's share premium account and may only be applied in accordance with applicable law. The Company shall maintain accurate accounting records reflecting the allocation between issued share capital and share premium.

Representations and Warranties

The Company represents and warrants to the Investor that: (a) it has full corporate power and authority to enter into and perform its obligations under this Agreement; (b) the shares, when allotted and issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable; and (c) no authorization or approval of any governmental authority is required for the allotment other than those already obtained or set out in this Agreement.

The Investor represents and warrants to the Company that: (a) the Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) funds used for subscription are not derived from criminal activity; and (c) the Investor is acquiring the shares for investment and not with a view to distribution in violation of applicable securities laws.

Conditions Precedent

The obligations of the parties to complete the allotment and payment are subject to the following conditions precedent: (i) all corporate and regulatory approvals required in connection with the allotment have been obtained; (ii) the Company has delivered certified copies of any resolutions authorizing the allotment; and (iii) the Investor has delivered any required identification, tax or compliance documentation reasonably requested by the Company.

Tax, Withholding and Costs

All taxes, duties and governmental charges arising in connection with the subscription, allotment or transfer of the shares shall be borne as provided by applicable law. The Investor shall be responsible for any withholding taxes required to be deducted or withheld from amounts payable under this Agreement unless otherwise agreed in writing. Each party shall bear its own legal and professional fees except as otherwise provided in this Agreement.

Indemnity; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party against any loss, liability or expense arising from any breach of its representations, warranties or covenants contained in this Agreement, except to the extent such loss arises from the indemnified party's gross negligence or willful misconduct. Neither party shall be liable for indirect or consequential losses except in cases of fraud, wilful misconduct or gross negligence.

Default and Remedies

If the Investor fails to pay any amount due under this Agreement on the due date, the Company may, after notice and a cure period of , treat the subscription as terminated and exercise any remedies available under law. If the Company fails to allot shares in accordance with this Agreement, the Investor may seek specific performance or damages.

Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement and shall not disclose such information except: (a) as required by law or a competent authority; (b) to its professional advisers on a confidential basis; or (c) with the prior written consent of the other party.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set out in the Parties section or to such other address as a party may notify in writing. Notice shall be deemed given when delivered by hand, by registered mail, or on the next business day when sent by overnight courier.

General Provisions

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below.

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