Share Issuance Deed

SHARE ISSUANCE DEED

This Share Issuance Deed is made on between: Issuer: , a company incorporated in under registration number whose registered office is at (the "Issuer"); and Subscriber: of (the "Subscriber").

RECITALS

WHEREAS, the board of directors of the Issuer has resolved to issue and allot new shares in the capital of the Issuer on the terms set out in this Deed; and

WHEREAS, the Subscriber has agreed to subscribe for and pay for the Shares in accordance with the terms and conditions of this Deed and subject to the Issuer obtaining any necessary corporate approvals and, if applicable, regulatory consents.

WHEREAS, the Issuer and the Subscriber wish to record their agreement as to the allotment, issue, payment for and registration of the Shares and related matters.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained in this Deed, the parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context requires otherwise, the following words and expressions have the following meanings:

"Shares" means ordinary shares of with a nominal value of per share.

"Issue Price" means per share; and "Business Day" means a day on which banks are open for general business in the jurisdiction of the Issuer's registered office.

2. ALLOTMENT AND ISSUE

2.1 Allotment and Issue. Subject to the terms and conditions of this Deed, the Issuer hereby agrees to allot and issue to the Subscriber, and the Subscriber agrees to subscribe for, the Shares on the Issue Date. The allotment and issue of the Shares shall be effective upon entry of the Subscriber in the Issuer's register of members.

2.2 Consideration. The aggregate consideration payable for the Shares shall be: and the Subscriber shall pay such amount to the Issuer in immediately available funds on or before (the "Payment Date"). The Subscriber acknowledges that the Issue Price reflects the full and fair value of the Shares.

2.3 Form of Payment. Payment shall be made by wire transfer, banker's draft or other form acceptable to the Issuer. Details of payment instructions shall be delivered to the Subscriber in writing no later than five (5) Business Days prior to the Payment Date.

3. CONDITIONS PRECEDENT

3.1 Conditions. The obligations of the parties under this Deed are subject to the following conditions precedent being satisfied or waived in writing on or before the Issue Date:

(a) the Issuer shall have obtained all corporate approvals required for the allotment and issue of the Shares, including a board resolution dated authorising the issue;

(b) the Issuer shall have delivered to the Subscriber a certificate of good standing or equivalent evidence of incorporation and valid existence dated no earlier than ; and

(c) the Subscriber shall have delivered to the Issuer the consideration in cleared funds in accordance with Clause 2.2.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer's Warranties. The Issuer represents and warrants to the Subscriber that, as at the date of this Deed and as at the Issue Date:

(a) the Issuer is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to enter into and perform its obligations under this Deed; and

(b) when issued and paid for in accordance with this Deed, the Shares will be validly issued, fully paid and free from any lien, charge or encumbrance, and the issue will not contravene the Issuer's constitutional documents or applicable law.

4.2 Subscriber's Warranties. The Subscriber represents and warrants to the Issuer that, as at the date of this Deed and as at the Issue Date:

(a) the Subscriber has full power, capacity and authority to execute and deliver this Deed and to perform its obligations hereunder; and the execution and performance will not contravene any agreement, law or order binding on the Subscriber; and

(b) the Subscriber is acquiring the Shares for investment and not with a view to distribution in contravention of applicable securities laws, and is acquiring the Shares in accordance with any applicable investor qualifications.

5. REGISTRATION AND SHARE CERTIFICATE

5.1 Registration. Following receipt of the consideration in full, the Issuer shall register the Subscriber as holder of the Shares in the Issuer's register of members and shall procure that the entry is made on or before Business Days after the Payment Date.

5.2 Share Certificate. The Issuer shall, within Business Days of registration, deliver to the Subscriber a share certificate (or, if applicable, such other instrument evidencing title) in respect of the Shares.

6. TRANSFER RESTRICTIONS

6.1 Restrictions. The Shares shall be subject to any transfer restrictions set out in the Issuer's constitutional documents, any shareholders' agreement and applicable law. The Subscriber acknowledges that any permitted transfer may be subject to pre-emption rights and/or approval by the Issuer or its board.

6.2 Legends. The Issuer may require that a restrictive legend be endorsed on any share certificate or register entry to indicate applicable restrictions on transfer.

7. INDEMNITY

The Subscriber shall indemnify and hold harmless the Issuer against any loss, liability or expense arising from any breach by the Subscriber of any representation, warranty or covenant contained in this Deed, except to the extent that such loss arises directly from the Issuer's breach of this Deed or willful misconduct.

8. CONFIDENTIALITY

Each party shall keep confidential all non-public information obtained under or in connection with this Deed and shall not disclose such information to any third party except to its professional advisers or as required by law, regulation, or any governmental or regulatory authority.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by prepaid certified post, or sent by email to the address specified by the recipient provided that a hard copy is subsequently delivered by post if required by applicable law.

10. AMENDMENTS AND WAIVER

No amendment to this Deed shall be effective unless it is in writing and signed by both parties. No delay or failure to exercise any right or remedy shall operate as a waiver of that right or remedy.

11. GOVERNING LAW AND JURISDICTION

This Deed and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of and the parties submit to the exclusive jurisdiction of the courts of that jurisdiction.

12. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings and representations relating to the issue of the Shares.

13. SEVERABILITY

If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Deed may be executed in counterparts and delivered by electronic transmission. Each counterpart shall constitute an original and all counterparts together shall constitute one and the same instrument.

EXECUTION

The parties have executed this Deed on the date first written above.

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