Shareholding Confirmation Agreement

SHAREHOLDING CONFIRMATION AGREEMENT

This Shareholding Confirmation Agreement (this "Agreement") is made and entered into as of by and between Company Name: , a corporation organized under the laws of , with its registered office at (the "Company"), and Shareholder Name: , whose address is (the "Shareholder").

RECITALS

WHEREAS, the Company maintains a register of members reflecting the issued and outstanding share capital of the Company and the Shareholder is recorded in such register as the registered holder of certain shares of the Company;

WHEREAS, the Shareholder and the Company desire to confirm and record the particulars of the Shareholder's shareholding in the Company and to set forth certain representations, confirmations and undertakings relating to such shareholding;

WHEREAS, the parties wish to record for the avoidance of doubt the number, class, and status of the Shares held by the Shareholder as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Company's articles of association or other constitutional documents.

"Shares" means collectively the shares of the Company held by the Shareholder, being shares as evidenced by Certificate No. and representing approximately of the issued share capital of the Company as of the Effective Date.

2. CONFIRMATION OF SHAREHOLDING

The Shareholder hereby confirms and the Company hereby acknowledges that, as of the Effective Date, the Shareholder is the legal and beneficial owner of the Shares described in Section 1. The particulars of the Shareholding are as follows:

Date of Issue: ; Consideration paid per share: $ ; Total consideration paid: $ .

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Company that, as of the Effective Date: (a) the Shareholder is the sole legal and beneficial owner of the Shares free and clear of any lien, charge, encumbrance or other adverse claim; (b) the Shareholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) all information supplied by the Shareholder to the Company in connection with this Agreement is true, complete and not misleading in any material respect.

3.2 Representations and Warranties of the Company. The Company represents and warrants to the Shareholder that, as of the Effective Date: (a) the Company is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the Shares are duly authorized, validly issued, fully paid and non-assessable except as otherwise provided in the Company's constitutional documents; and (c) the register of members, as maintained by the Company, correctly records the Shareholder as the registered holder of the Shares.

4. TRANSFER RESTRICTIONS AND AGREEMENTS

4.1 The Shareholder acknowledges that the Shares may be subject to transfer restrictions, pre-emption rights, rights of first refusal, lock-up covenants or other restrictions contained in the Company's articles of association, shareholder agreements or other binding arrangements (collectively, the "Transfer Restrictions"). The Shareholder agrees to comply with and be bound by such Transfer Restrictions.

4.2 The Shareholder confirms that the Shares are not the subject of any outstanding sale, option, pledge or other disposition except as disclosed to the Company in writing:

5. CORPORATE RECORDS AND SHARE CERTIFICATES

5.1 The Company shall ensure that its register of members and any share certificate reflecting the Shareholder's ownership of the Shares are accurate and up to date as of the Effective Date. If requested by the Shareholder, the Company shall provide a certified extract of the register of members or a certified copy of the relevant share certificate.

5.2 In the event of any error in the register or a defective or lost share certificate, the Company shall take all reasonable steps to correct the register or issue a replacement certificate in accordance with applicable law and the Company's articles of association.

6. FURTHER ASSURANCES

Each party shall, at its own expense, execute and deliver such further documents and take such further actions as may be reasonably required to give full effect to the terms and intent of this Agreement.

7. CONFIDENTIALITY

The parties acknowledge that the terms of this Agreement and any information exchanged pursuant to it are confidential. Except as required by law or by any governmental or regulatory authority, neither party shall disclose the terms of this Agreement or any non-public information concerning the other party without the prior written consent of the other party.

8. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, by a nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment, modification or supplement to this Agreement shall be valid unless in writing and signed by each of the parties.

10.2 Waiver. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature or facsimile shall be effective for all purposes.

11. MISCELLANEOUS

The provisions of this Agreement are intended to be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement to an affiliate or in connection with a merger, sale of all or substantially all assets or other similar transaction.

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