Shareholders Declaration Form

SHAREHOLDERS DECLARATION FORM

This Shareholders Declaration Form (the Declaration) is made and entered into as of Effective Date: by and between Company Name: with Registered Office: (the Company), and Shareholder Name: of Address: (the Shareholder).

RECITALS

WHEREAS, the Shareholder is the legal and beneficial owner of the number and class of shares described below and has acquired such shares in accordance with the Company’s constitutional documents and applicable law;

WHEREAS, the Company requires a written declaration by the Shareholder confirming ownership, representations, transfer restrictions, voting intentions and obligations with respect to such shares; and

WHEREAS, the parties wish to set forth their mutual understanding and the Shareholder’s covenants in respect of such shares to protect the Company’s corporate governance and the interests of other shareholders.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DECLARATION OF SHAREHOLDING

1.1 Share Details. The Shareholder hereby declares and confirms that the Shareholder is the legal and beneficial owner of: Number of Shares: Class of Shares: Certificate Number(s): .

1.2 Consideration and Payment. The Shareholder represents that the shares were acquired for good and valuable consideration and, to the best of the Shareholder’s knowledge, are fully paid and non-assessable: Fully paid: (check if fully paid)

2. REPRESENTATIONS AND WARRANTIES

2.1 Authority and Title. The Shareholder represents and warrants that the Shareholder has good and marketable title to the shares, free and clear of all liens, encumbrances, claims and adverse interests, and has full power and authority to make the declarations, warranties and covenants set forth in this Declaration.

2.2 No Conflicts. The execution, delivery and performance of this Declaration by the Shareholder will not (a) violate any provision of applicable law, (b) result in a breach or default under any agreement to which the Shareholder is a party, or (c) require any consent or approval not already obtained.

3. TRANSFER RESTRICTIONS AND PROCEDURES

3.1 Restriction. The Shareholder acknowledges that the shares are subject to transfer restrictions set forth in the Company’s constitutional documents and any shareholders’ agreement. The Shareholder shall not transfer, sell, pledge, encumber or otherwise dispose of any shares except in accordance with those restrictions and procedures.

3.2 Right of First Refusal and Notice. Prior to any proposed Transfer of shares by the Shareholder, the Shareholder shall provide written Notice to the Company. Notice Period (days): . The Company and other relevant parties shall have any rights of first refusal or repurchase in accordance with governing agreements.

3.3 Transfer Documentation. Any permitted transfer shall be accompanied by duly executed instruments and any required opinions, affidavits or other documents necessary to effect transfer and to ensure compliance with applicable securities laws and the Company’s transfer restrictions.

4. VOTING, PROXIES AND COVENANTS

4.1 Voting. The Shareholder agrees to exercise voting rights attached to the shares in a manner consistent with the Company’s corporate governance, in good faith, and insofar as required by any shareholders’ agreement, including vote coordination arrangements disclosed to the Shareholder.

4.2 Proxies. The Shareholder hereby grants an irrevocable proxy to the Company (or such person or board member as the Company designates) to vote the shares in any circumstance where prompt action is required to protect the Company’s interests and the Shareholder is unavailable, subject to applicable law and fiduciary obligations.

5. DIVIDENDS AND ECONOMIC RIGHTS

5.1 Entitlement. The Shareholder shall be entitled to dividends and other distributions declared and paid in respect of the shares in proportion to the Shareholder’s holdings, subject to any applicable law or agreement affecting distribution rights.

6. CONFIDENTIALITY

6.1 Confidential Information. The Shareholder agrees to keep confidential all non-public information relating to the Company obtained by reason of the Shareholder’s ownership or position and not to use such information other than for purposes reasonably related to the Shareholder’s rights as a shareholder, except as required by law or by competent authority.

7. NOTICES

7.1 Method. Any notice required or permitted to be given under this Declaration shall be in writing and given by personal delivery, registered mail or nationally recognized overnight courier to the addresses set forth above, and shall be effective upon receipt.

8. AMENDMENTS, WAIVER AND COUNTERPARTS

8.1 Amendments. This Declaration may be amended or supplemented only by a written instrument signed by the Company and the Shareholder.

8.2 Waiver. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof unless evidenced by a written instrument signed by the waiving party.

8.3 Counterparts and Electronic Execution. This Declaration 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. Signatures delivered by electronic means that reproduce an original signature shall be treated as original signatures for all purposes.

9. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

9.1 Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the applicable jurisdiction as agreed by the parties below. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or in connection with this Declaration.

9.2 Entire Agreement. This Declaration constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, written or oral, relating thereto.

9.3 Severability. If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this Declaration shall be construed as if such provision had not been included.

10. ADDITIONAL PROVISIONS

IN WITNESS WHEREOF, the parties have executed this Declaration as of the dates indicated below.

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