"Accredited Investor" means an accredited investor as defined in Section 4A of the Securities and Futures Act 2001 of Singapore;

"Affiliate" means, in relation to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with, such person;

"Agreement" means this Shareholders Agreement, including all Schedules hereto, as may be amended, supplemented, or modified from time to time in accordance with the terms hereof;

"Anti-Dilution Event" has the meaning given in Clause 11.1;

"Board" means the board of directors of the Company from time to time;

"Business" has the meaning given in Recital (A);

"Business Day" means a day (other than a Saturday, Sunday, or gazetted public holiday) on which licensed banks are open for general banking business in Singapore;

"Business Plan" means the business plan of the Company as approved by the Board from time to time;

"CEO" means the chief executive officer of the Company from time to time;

"Chairman" means the chairman of the Board from time to time;

"Companies Act" means the Companies Act 1967 of Singapore;

"Competitor" means any person engaged in, or proposing to engage in, the development, manufacture, or sale of nuclear batteries, radioisotope power sources, betavoltaic devices, or similar technology, or the supply of medical or industrial isotopes, or nuclear waste processing and recycling;

"Confidential Information" has the meaning given in Clause 18.1;

"Constitution" means the constitution of the Company as amended from time to time;

"Control" means, with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by contract, or otherwise, and "Controlling" and "Controlled" shall be construed accordingly;

"Deed of Adherence" means a deed of adherence substantially in the form set out in Schedule 4;

"Default" has the meaning given in Clause 21.1;

"Defaulting Shareholder" has the meaning given in Clause 21.1;

"Director" means a director of the Company from time to time;

"Dispose" or "Disposal" means, in relation to any Share or interest in a Share, to sell, assign, transfer, grant any option over, create or permit to subsist any Encumbrance over, or otherwise dispose of (whether by a single transaction or a series of transactions and whether conditionally or unconditionally), and includes any agreement to do any of the foregoing;

"Drag-Along Notice" has the meaning given in Clause 16.3;

"Drag-Along Sale" has the meaning given in Clause 16.1;

"Dragged Shareholders" has the meaning given in Clause 16.2;

"Dragging Shareholders" has the meaning given in Clause 16.1;

"EBITDA" means earnings before interest, tax, depreciation, and amortisation, calculated in accordance with SFRS;

"Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, or other encumbrance or security interest of any kind, or any agreement, arrangement, or obligation to create any of the foregoing;

"Fair Market Value" means the fair market value of the relevant Shares as determined in accordance with Schedule 3;

"Financial Year" means the financial year of the Company, being the twelve (12) month period ending on 31 December in each calendar year;

"Founder Director" means a Director appointed by the Founders pursuant to Clause 6.2(a);

"Founder Majority" means Founders holding, in aggregate, more than fifty per cent (50%) of the total number of Shares held by all Founders;

"Governmental Authority" means any national, state, municipal, local, or foreign government, any instrumentality, subdivision, court, administrative agency, or commission, or other governmental authority;

"Group" means the Company and its Subsidiaries from time to time, and "Group Company" means any one of them;

"Independent Director" means a Director appointed pursuant to Clause 6.2(c);

"Intellectual Property" or "IP" means all patents, patent applications, trade marks, service marks, trade names, business names, domain names, copyrights, design rights, database rights, rights in know-how, trade secrets, and all other intellectual property rights of any kind, whether registered or unregistered, and including all applications and rights to apply for registration;

"Investor Director" means a Director appointed by the Investors pursuant to Clause 6.2(b);

"Investor Majority" means Investors holding, in aggregate, more than fifty per cent (50%) of the total number of Shares held by all Investors;

"IPO" means an initial public offering of shares of the Company (or any successor or holding company) on a Recognised Stock Exchange;

"Listing" means the admission of the shares of the Company (or any successor or holding company) to trading on a Recognised Stock Exchange pursuant to an IPO;

"Lock-Up Period" means the period commencing on the date of this Agreement and ending on the earlier of: (i) three (3) years from the date of this Agreement; and (ii) the date of a Listing;

"Memorandum" means the Private Placement Memorandum prepared by the Company dated __________________ 2025;

"New Securities" has the meaning given in Clause 10.1;

"Offer Notice" has the meaning given in Clause 14.2;

"Offered Shares" has the meaning given in Clause 14.1;

"Original Issue Price" means, in respect of each Share, the price per Share paid by the relevant Shareholder for such Share on its original issuance by the Company;

"Permitted Transferee" means, in relation to a Shareholder:

"Pre-Emptive Rights" has the meaning given in Clause 10;

"Proposed Recipient" has the meaning given in Clause 14.1;

"Qualified IPO" means an IPO that: (i) values the Company at not less than US$500,000,000; (ii) results in gross proceeds to the Company of not less than US$50,000,000; and (iii) is underwritten by an internationally recognised investment bank;

"Recognised Stock Exchange" means any of the following: The Singapore Exchange Securities Trading Limited, The Stock Exchange of Hong Kong Limited, The New York Stock Exchange, NASDAQ, The London Stock Exchange, or any other internationally recognised stock exchange approved by the Board;

"Reserved Matters" means the matters set out in Schedule 2;

"ROFR Notice" has the meaning given in Clause 14.3;

"ROFR Period" has the meaning given in Clause 14.3;

"Sale" means a Trade Sale, IPO, or other transaction that results in any person (or group of persons acting in concert) acquiring Control of the Company;

"SFRS" means the Singapore Financial Reporting Standards issued by the Accounting Standards Council;

"Shares" means all ordinary shares in the capital of the Company, and "Share" means any one of them;

"Shareholder" means a holder of Shares from time to time who is a party to this Agreement or has executed a Deed of Adherence;

"Shareholders' Meeting" means a general meeting of the Shareholders;

"Subscription Agreements" means the subscription agreements entered into between the Company and the Investors in connection with the subscription of Shares;

"Subsidiary" has the meaning given in Section 5 of the Companies Act;

"Tag-Along Notice" has the meaning given in Clause 15.2;

"Tag-Along Right" has the meaning given in Clause 15.1;

"Tag-Along Sale" has the meaning given in Clause 15.1;

"Trade Sale" means any transaction or series of related transactions (whether by way of merger, consolidation, reorganisation, sale of shares, sale of assets, or otherwise) resulting in: (i) the sale or transfer of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to any person or group of persons acting in concert; or (ii) any person or group of persons acting in concert acquiring Control of the Company;

"Transfer" means, in relation to any Share or interest in a Share, to Dispose of such Share or interest, and "Transferred" shall be construed accordingly; and

"Weighted Average Anti-Dilution Price" has the meaning given in Clause 11.2.

(a) references to Clauses and Schedules are to clauses of, and schedules to, this Agreement;

(b) references to a "person" include any individual, firm, company, corporation, partnership, limited liability partnership, joint venture, association, organisation, trust, estate, state, or agency of a state;

(c) references to a "company" include any company, corporation, or other body corporate wherever and however incorporated or established;

(d) the headings in this Agreement are inserted for convenience only and shall not affect its construction;

(e) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders;

(f) references to any statutory provision shall include such provision as amended, modified, re-enacted, or replaced from time to time;

(g) references to "S$" or "SGD" are to Singapore dollars;

(h) references to "US$" or "USD" are to United States dollars;

(i) references to times of day are to Singapore time;

(j) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation"; and

(k) the Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement.

(a) The CEO shall, not less than two (2) months prior to the commencement of each Financial Year, prepare and submit to the Board for approval an annual business plan and budget for the ensuing Financial Year.

(b) The business plan and budget shall include: (i) projected revenue, expenses, and capital expenditure; (ii) key milestones and objectives; (iii) headcount plan; and (iv) such other matters as the Board may require.

(c) The approved business plan and budget shall be the "Business Plan" for the relevant Financial Year.

(a) Except as expressly set forth in this Agreement or the Subscription Agreements, no Shareholder shall be obliged to provide any further funding or financial support to the Company, whether by way of subscription for additional Shares, loan, guarantee, or otherwise.

(b) Nothing in this Agreement shall prevent the Company from seeking additional funding from existing Shareholders, new investors, or other sources, subject to compliance with the terms of this Agreement (including the Pre-Emptive Rights in Clause 10 and the Reserved Matters in Schedule 2).

(a) Subject to Clause 5.3(b) and the Reserved Matters, all resolutions at Shareholders' Meetings shall be passed by a simple majority of the votes cast by Shareholders present in person or by proxy and entitled to vote.

(b) The Reserved Matters shall require the approval of the Shareholders in accordance with Schedule 2.

(a) The business and affairs of the Company shall be managed by, or under the direction of, the Board.

(b) The Board shall have full power and authority to manage and conduct the business and affairs of the Company, subject to the terms of this Agreement, the Constitution, and applicable law.

(a) Founder Directors: The Founders (acting by a Founder Majority) shall be entitled to appoint, remove, and replace up to five (5) Directors (the "Founder Directors").

(b) The Parties agree that so long as the Initial Shareholding Ratio remains unchanged: (i) Dr. Nima Golsharifi ("NG") shall be entitled to nominate up to two (2) Directors; (ii) Mr. Lim Chee Meng ("LCM") shall be entitled to nominate up to two (2) Directors; and (iii) INVEST GLOBALLY CONSULTING FZE ("IG") shall be entitled to nominate one (1) Director.

(c) Investor Director: The Investors (acting by an Investor Majority) shall be entitled to appoint, remove, and replace one (1) Director (the "Investor Director"), provided that the Investors in aggregate hold not less than fifteen per cent (15%) of the issued Shares.

(d) Independent Director: The Board may, with the approval of a Founder Majority and an Investor Majority, appoint one (1) independent non-executive Director (the "Independent Director").

(e) The total number of Directors shall not exceed seven (7) unless otherwise agreed by the Parties.

IG shall serve as the General Counsel and Legal Advisor to the Company and shall be responsible for:

(a) Advising the Company on corporate structuring, governance and legal compliance;

(b) Overseeing intellectual property strategy, including licensing and enforcement; and

(c) Leading the preparation and review of material transaction documents.

For the avoidance of doubt, in any matter where there is a dispute or potential conflict of interest between Shareholders, the Company shall engage independent Singapore-qualified legal counsel (other than IG or any firm in which IG has an interest) to advise the Board, and IG shall recuse himself from providing legal advice to the Company on such matter.

(a) Each Investor holding not less than five per cent (5%) of the issued Shares shall be entitled to appoint one (1) observer to attend (but not vote at) meetings of the Board.

(b) Observers shall be entitled to receive all notices and materials provided to Directors in connection with Board meetings.

(c) Observers shall be bound by the confidentiality obligations in Clause 18.

(a) The Board shall meet at least once every calendar quarter, or more frequently as the business of the Company may require.

(b) Board meetings may be called by any Director by giving not less than seven (7) days' written notice to all Directors (or such shorter notice as all Directors may agree).

(c) Board meetings may be held in person, by telephone, video conference, or other electronic means that permit all participants to communicate with each other simultaneously.

(d) Notice of a Board meeting shall include an agenda and copies of all papers to be considered at the meeting.

(a) The quorum for a Board meeting shall be a majority of the Directors then in office, including at least two (2) Founder Directors.

(b) If a quorum is not present within thirty (30) minutes of the time appointed for the meeting, the meeting shall be adjourned to such date, time, and place as the Chairman may determine, and at such adjourned meeting, the Directors present shall constitute a quorum.

(a) Subject to the Reserved Matters, each Director shall have one (1) vote at Board meetings, and all resolutions of the Board shall be passed by a simple majority of the votes cast by Directors present and entitled to vote.

(b) The Reserved Matters set out in Part B of Schedule 2 shall require the approval of the Board in accordance with Schedule 2.

(a) The Board shall appoint a CEO who shall be responsible for the day-to-day management and operations of the Company.

(b) The CEO shall report to the Board and shall implement the Business Plan and the policies and directions established by the Board.

(c) The initial CEO shall be Dr. Nima Golsharifi.

(a) Annual Financial Statements: Audited annual financial statements of the Company, prepared in accordance with SFRS, within one hundred and twenty (120) days after the end of each Financial Year;

(b) Quarterly Financial Statements: Unaudited quarterly management accounts, including a balance sheet, profit and loss statement, and cash flow statement, within forty-five (45) days after the end of each calendar quarter; and

(c) Annual Budget: The annual Business Plan and budget, within thirty (30) days after its approval by the Board.

(a) The Company shall give written notice (a "New Issue Notice") to each Shareholder of any proposed issuance of New Securities not less than twenty (20) Business Days prior to the proposed date of issuance.

(b) The New Issue Notice shall specify: (i) the class and number of New Securities proposed to be issued; (ii) the price per New Security; (iii) the other material terms of the proposed issuance; and (iv) the number of New Securities that the Shareholder is entitled to subscribe for pursuant to its Pre-Emptive Rights.

(a) Each Shareholder wishing to exercise its Pre-Emptive Rights shall give written notice to the Company within fifteen (15) Business Days after receipt of the New Issue Notice, specifying the number of New Securities it wishes to subscribe for (which may be up to, but not more than, the number specified in the New Issue Notice).

(b) If a Shareholder does not exercise its Pre-Emptive Rights in full within the period specified in Clause 10.3(a), the Company may offer the unsubscribed New Securities to the other Shareholders who exercised their Pre-Emptive Rights in full (on a pro rata basis), and thereafter to third parties, provided that: (i) such New Securities are issued on terms no more favourable to the subscribers than those set out in the New Issue Notice; and (ii) such issuance is completed within ninety (90) days after the expiry of the period specified in Clause 10.3(a).

(a) Shares issued pursuant to an employee share option plan or other equity incentive arrangement approved by the Board, provided that the total number of Shares issuable under all such plans does not exceed ten per cent (10%) of the issued Shares (on a fully-diluted basis);

(b) Shares issued in connection with a Qualified IPO;

(c) Shares issued as consideration for a bona fide acquisition approved by the Board;

(d) Shares issued upon conversion or exercise of convertible securities, options, or warrants issued in compliance with this Agreement; or

(e) Shares issued to strategic partners in connection with commercial arrangements approved by the Board, provided that the total number of Shares so issued does not exceed five per cent (5%) of the issued Shares.

(a) Upon an Anti-Dilution Event, the Company shall issue to each affected Investor such number of additional Shares (for no additional consideration) as is necessary to reduce the effective price per Share paid by such Investor to the Weighted Average Anti-Dilution Price.

(b) The "Weighted Average Anti-Dilution Price" shall be calculated in accordance with the following formula:

WAAP = [(A × B) + C] / (A + D)

Where:

• WAAP = Weighted Average Anti-Dilution Price
• A = Number of Shares outstanding immediately prior to the Anti-Dilution Event (on a fully-diluted basis)
• B = Original Issue Price paid by the affected Investor
• C = Aggregate consideration received by the Company for the New Securities issued in the Anti-Dilution Event
• D = Number of New Securities issued in the Anti-Dilution Event

(c) The anti-dilution adjustment shall be calculated separately for each class or series of Shares and for each issuance price.

(a) During the Lock-Up Period, no Founder shall Transfer any Shares (other than to a Permitted Transferee in accordance with Clause 13).

(b) The Lock-Up Period may be waived or modified with the written consent of an Investor Majority.

(a) compliance with the right of first refusal in Clause 14 (if applicable);

(b) compliance with the tag-along rights in Clause 15 (if applicable);

(c) the transferee executing and delivering to the Company a Deed of Adherence;

(d) compliance with all applicable laws and regulations; and

(e) approval of the Board (not to be unreasonably withheld or delayed), unless such Transfer is to a Permitted Transferee.

(a) the Permitted Transferee executes and delivers to the Company a Deed of Adherence;

(b) if the Permitted Transferee ceases to be a Permitted Transferee of the transferring Shareholder, such Shares shall be immediately Transferred back to the original Shareholder or to another Permitted Transferee; and

(c) the transferring Shareholder shall remain liable for all obligations of the Permitted Transferee under this Agreement.

(a) the number of Offered Shares;

(b) the identity of the Proposed Recipient;

(c) the proposed price per Share and other material terms of the proposed Transfer; and

(d) if the proposed consideration is not cash, a reasonable estimate of the cash equivalent value of such consideration.

(a) The Company shall have the first right (but not the obligation) to purchase all (but not less than all) of the Offered Shares at the price and on the terms specified in the Offer Notice by giving written notice (a "ROFR Notice") to the Selling Shareholder within fifteen (15) Business Days after receipt of the Offer Notice (the "ROFR Period").

(b) If the Company does not exercise its right to purchase all of the Offered Shares, the other Shareholders shall have the right (but not the obligation) to purchase the Offered Shares (in proportion to their respective shareholdings, or in such other proportions as they may agree among themselves) by giving a ROFR Notice to the Selling Shareholder within the ROFR Period.

(c) If the Company and the other Shareholders do not, in aggregate, exercise their rights to purchase all of the Offered Shares within the ROFR Period, the Selling Shareholder may, subject to compliance with Clause 15 (Tag-Along Rights), Transfer the Offered Shares to the Proposed Recipient on terms no more favourable to the Proposed Recipient than those specified in the Offer Notice, provided that such Transfer is completed within ninety (90) days after the expiry of the ROFR Period.

(a) The Selling Shareholder(s) shall give written notice (a "Tag-Along Notice") to all other Shareholders of the proposed Tag-Along Sale not less than twenty (20) Business Days prior to the proposed completion date.

(b) The Tag-Along Notice shall include the information required in an Offer Notice under Clause 14.2, and shall invite the other Shareholders to exercise their Tag-Along Rights.

(a) Each Shareholder wishing to exercise its Tag-Along Right shall give written notice to the Selling Shareholder(s) within fifteen (15) Business Days after receipt of the Tag-Along Notice.

(b) Each Shareholder exercising its Tag-Along Right shall be entitled to sell such number of its Shares as bears the same proportion to the total number of Shares proposed to be sold as the number of Shares held by such Shareholder bears to the total number of Shares held by all Shareholders who are party to the sale (including the Selling Shareholder(s) and all Shareholders exercising their Tag-Along Rights).

(c) The Selling Shareholder(s) shall procure that the proposed purchaser purchases the Shares of all Shareholders exercising their Tag-Along Rights on the same terms and conditions as the Selling Shareholder(s).

(a) the Drag-Along Sale is a bona fide arm's length transaction with a third party that is not an Affiliate of any Dragging Shareholder;

(b) all Shareholders receive the same price per Share and are paid in the same form of consideration;

(c) the Dragged Shareholders are not required to give any representations, warranties, covenants, or indemnities in connection with the Drag-Along Sale, other than: (i) as to their title to and ownership of their Shares; (ii) their authority and capacity to sell their Shares; and (iii) the absence of Encumbrances on their Shares;

(d) any liability of Dragged Shareholders in connection with the Drag-Along Sale (including under any indemnity) is several (not joint) and is limited to the proceeds received by such Dragged Shareholder; and

(e) if the Dragging Shareholders include any Founders, the Founders shall participate in the Drag-Along Sale on the same terms as the Dragged Shareholders.

(a) The Dragging Shareholders shall give written notice (a "Drag-Along Notice") to all Dragged Shareholders of the proposed Drag-Along Sale not less than thirty (30) days prior to the proposed completion date.

(b) The Drag-Along Notice shall specify: (i) the identity of the purchaser; (ii) the price per Share; (iii) the form of consideration; (iv) the other material terms of the Drag-Along Sale; and (v) the proposed completion date.

(a) sell all of its Shares to the purchaser on the terms specified in the Drag-Along Notice;

(b) execute and deliver all documents and take all actions reasonably necessary to consummate the Drag-Along Sale; and

(c) not take any action that would impede or delay the completion of the Drag-Along Sale.

(a) The Shareholders acknowledge that the current intention of the Board is to pursue a Qualified IPO as a potential exit event.

(b) The Board shall, with the approval of a Founder Majority and an Investor Majority, have the authority to determine the timing, pricing, and other terms of any IPO.

(c) Each Shareholder shall take all actions reasonably requested by the Company in connection with any IPO, including: (i) executing lock-up agreements with the underwriters on customary terms; (ii) providing customary representations and warranties; and (iii) cooperating with due diligence requests.

(a) The Board may, with the approval required under Schedule 2, pursue a Trade Sale as an alternative exit event.

(b) In connection with any Trade Sale, each Shareholder shall take all actions reasonably requested by the Company to consummate such Trade Sale.

(a) to its directors, officers, employees, agents, and professional advisers who have a need to know such information and who are bound by obligations of confidentiality;

(b) to potential investors in the Company or potential purchasers of the Shareholder's Shares, subject to a confidentiality agreement;

(c) with the prior written consent of the Company;

(d) as required by applicable law, regulation, or legal process;

(e) as required by any Governmental Authority or Recognised Stock Exchange; or

(f) to the extent the information is already in the public domain (other than as a result of a breach of this Agreement).

(a) engage in, carry on, be employed by, or have any financial interest in any Competitor;

(b) solicit, entice away, or attempt to solicit or entice away from the Company any director, officer, employee, consultant, or contractor of the Company; or

(c) solicit, canvass, or approach any customer, supplier, or business partner of the Company for the purpose of offering goods or services competitive with those offered by the Company.

(a) acquire any interest in any Competitor; or

(b) use any Confidential Information for the purpose of competing with the Company.

(a) a material breach by such Shareholder of any of its obligations under this Agreement that remains unremedied for thirty (30) days after written notice from the Company or any other Shareholder;

(b) a breach by such Shareholder of any of its obligations under Clause 18 (Confidentiality) or Clause 19 (Non-Compete);

(c) if such Shareholder is a natural person, the bankruptcy of such Shareholder;

(d) if such Shareholder is a company, such Shareholder becoming insolvent, entering into liquidation, administration, or receivership, or making any composition with its creditors; or

(e) a Founder who is an employee of the Company being summarily dismissed for cause.

(a) Upon the occurrence of a Default, the Defaulting Shareholder's voting rights in respect of all matters (other than matters required by law to be approved by all shareholders) shall be suspended until such Default is remedied or the Defaulting Shareholder's Shares are Transferred.

(b) The Company and/or the non-defaulting Shareholders shall have the right (but not the obligation) to purchase all (but not less than all) of the Defaulting Shareholder's Shares at the lower of: (i) the Original Issue Price; and (ii) ninety per cent (90%) of the Fair Market Value.

(c) The non-defaulting Shareholders and the Company shall be entitled to all other remedies available at law or in equity.

(a) the written agreement of all Parties;

(b) the completion of a Qualified IPO;

(c) the completion of a Trade Sale;

(d) the winding-up or dissolution of the Company; or

(e) only one Shareholder remaining.

(a) Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination (a "Dispute"), shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (the "SIAC Rules"), which rules are deemed to be incorporated by reference in this Clause.

(b) The seat of the arbitration shall be Singapore.

(c) The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC.

(d) The language of the arbitration shall be English.

(e) The award of the arbitral tribunal shall be final and binding on the Parties.

1. Any amendment to the Constitution or this Agreement

2. Any change to the authorised or issued share capital of the Company (other than as contemplated by this Agreement)

3. Any issuance of Shares or securities convertible into Shares (other than as contemplated by this Agreement)

4. Any reduction of capital, share buy-back, or return of capital to shareholders

5. Any declaration or payment of dividends

6. Any merger, consolidation, amalgamation, or corporate reconstruction of the Company

7. The winding-up or dissolution of the Company

8. Any change to the rights attaching to any class of Shares

9. The creation of any new class of Shares

10. Any material change to the nature or scope of the Business

1. Approval of the annual Business Plan and budget

2. Any capital expenditure or commitment in excess of US$500,000 (or the equivalent) in any single transaction or series of related transactions, unless provided for in the approved Business Plan

3. Any borrowing or incurring of indebtedness in excess of US$1,000,000 (or the equivalent), unless provided for in the approved Business Plan

4. Any acquisition or disposal of assets with a value in excess of US$500,000 (or the equivalent)

5. Any acquisition of shares or securities in any other company

6. The creation of any Subsidiary or joint venture

7. Any transaction with a Related Party (being any Shareholder, Director, or their Affiliates)

8. The appointment or removal of the CEO, CFO, or other key executives

9. Any material change to the remuneration of Directors or key executives

10. The appointment or removal of the auditors

11. Any material litigation or settlement involving the Company

12. Any grant of security over any material assets of the Company

13. Any material contract outside the ordinary course of business

14. Any change to the accounting policies or Financial Year of the Company

15. The establishment or amendment of any employee share option plan or equity incentive arrangement

(a) The Company and the relevant Shareholder(s) shall seek to agree on the appointment of an independent valuer within ten (10) Business Days.

(b) If they are unable to agree, either party may request the President of the Institute of Singapore Chartered Accountants to appoint an independent valuer.

(c) The independent valuer shall be a reputable accounting firm or corporate finance advisory firm with experience in valuing companies in the technology sector.

(a) The independent valuer shall determine the Fair Market Value of the Shares on a going concern basis, without any discount for minority interest or lack of marketability.

(b) The independent valuer shall consider such valuation methodologies as it considers appropriate, including discounted cash flow analysis, comparable company analysis, and precedent transaction analysis.

(c) The independent valuer shall act as an expert and not as an arbitrator.

(d) The determination of the independent valuer shall be final and binding on the Parties (absent manifest error).

(A) The New Shareholder has acquired / is about to acquire [number] Shares in the Company.

(B) It is a condition of the acquisition of such Shares that the New Shareholder execute this Deed.

1. The New Shareholder confirms that it has been provided with and has read a copy of the Shareholders Agreement.

2. The New Shareholder agrees to be bound by and to observe and perform all the terms of the Shareholders Agreement as if it were an original party thereto.

3. This Deed shall be governed by and construed in accordance with the laws of Singapore.