Monaker Group, Inc. 10-Q


 


Exhibit 10.31


 


Appendix
E


 


Founding
Shareholders’ Agreement


 


Dated
January 15, 2021


 


entered
into by and among:


 


1.
Investor


 


		1.1	Monaker
Group, Inc. 2893 Executive Park 

Drive, Suite 201, Weston, Florida 33331; USA






(“Investor”)


 


		2.	Founder



 





	2.1	Jan
    C. Reinhart, Underrietstrasse 3, CH-8700 Küsnacht (Zurich);	(“Founder”)







Switzerland


 





	3.	Other Shareholders	(“Other Shareholders”)




 





 Key
people, senior executives and Directors who might join the Company as part of the Company’s planned buy & build strategy


 


	4.	Investment Directors	 (“Investment Directors”)



 


		4.1	William
Kerby, 1427 Capri Lane #5004, Weston, Florida 33326; USA



 


		4.2	Mark
Vange, 10315 East Shangri La Road, Scottsdale AZ 86260; USA



 


and


 





	5.	Company	(“Company”)




 


Reinhart
Interactive TV AG, Underrietstrasse 3


 


CH
8700 Küsnacht (Zurich); Switzerland


 


(Company,
Investor, collectively “Parties” and individually a “Party”)


 




    


    2


    

 


Table
of Contents 




	General
    Undertaking	4
	General	4
	Share
    Certificates	5
	Articles
    / Order of precedence	5
	 	 
	Board
    of Directors	5
	Representation
    of the Board and Initial Composition	5
	Representation
    of the Board after the Acquisition of Business	5
	Quorum
    of Attendance	6
	D&O
    Insurance	7
	 	 
	Control
    / Important Shareholder and Board matters	7
	 	 
	Information
    Rights	7
	 	 
	Preferences	8
	No
    Dividends	8
	Anti-Dilution
    Adjustments	8
	Transfer
    And Transfer Restrictions	8
	Permitted
    Transfers	8
	Wholly
    Owned Subsidiary	8
	Affiliate	9
	General
    Restrictions	9
	Accession	9
	Right
    of First Refusal	9
	Notification	9
	Exercise
    of Right of First Refusal	10
	Pro
    Rata Allocation of Right of First Refusal	10
	Consummation
    of Transfer of Relevant Shares upon Exercise of Right of First Refusal	10
	 	 
	Tag-Along
    (Co-Sale Right)	10
	Notification	10
	Terms
    of Tag-Along Right	11
	Exercise
    of Tag-Along Right	11
	Transfer
    to Proposed Acquirer	11
	Drag-Along
    (Co-Sale Obligation)	11
	Notification	11
	Terms
    of Drag-Along Right	12
	Key
    Terms and Conditions	12
	Purchase
    Option	13
	Triggering
    Events	13
	Exercise
    of Purchase Option	13
	Right
    to Sale	14
	Right
    to Sale by Investor to Founder	14
	Right
    to Sale by Founder	15
	 	 
	Liquidated
    Damages	16
	 	 
	Term	17



 






    


    3


    

 


	Miscellaneous	18
	Nature
    of Parties’ Rights and Obligations	18
	Confidentiality	18
	Successors
    and Assigns	18
	Costs
    and Expenses	18
	Notices	18
	Entire
    Agreement	18
	Severability	19
	Amendments	19
	Waiver
    of Rights	19
	 	 
	Governing
    Law and Jurisdiction	19
	Governing
    Law	19



 



    


    4


    

 


Preamble


 


		A)	The
                                         Company is in founding and intends to be organized in the form of a Swiss stock corporation
                                         (Aktiengesellschaft) registered with the commercial register of the Canton of
                                         Zurich having its office at Underrietstrasse 3, CH-8700 Küsnacht (Zurich); Switzerland.



 


		B)	The
                                         Zappware N.V. with its principal address at Ilgatlaan 21, B-3500 Hasselt; Belgium represents
                                         the core business (“Business”) and consists of the following main
                                         activities:



 


		(a)	the
                                         providing of a software-based TV and video distribution platform to telecom operators
                                         and digital content owners; and



 


		(b)	the
                                         providing of services to telecom operators and digital content owners for user interaction
                                         design as well as software development, deployment and support.



 


		C)	Firstly,
                                         upon Closing the Founder will acquire the majority of shares in “Business”
                                         on behalf of the Company, with a target to taking over 100%, provided the key people
                                         stay on board: Messrs. Ives Decraene and Patrick Vos (hereafter indicated as “Other
                                         Shareholders”). At this point, the Founder together with the Other Shareholders
                                         will hold 49% of the Company and the Investor 51%. Secondly, the Founder intends to acquire
                                         another company active in the sector of Business on behalf of the Company with the remainder
                                         of the assets of the Company. Further into the future, the Founder and the Investor agree
                                         that a continuation of this sector roll-up would be beneficial for the Company.



 


		D)	The
                                         Parties wish to determine in this Agreement their respective rights and obligations in
                                         relation to the Common Shares in the Company.



 


		E)	The
                                         Parties are aware that the detailed structuring of the incorporation of the company and
                                         the acquisition of the Business is still being reviewed from a tax and legal perspective
                                         and the finally determined structure might deviate from the one envisioned herein. Hence,
                                         the Parties agree that this Agreement shall be considered at least a framework agreement
                                         and that they will support any structuring that results in the same economic intensions
                                         as set forth herein.



 


		F)	For
                                         purposes of this Agreement (including the introductory paragraphs and the Appendices),
                                         capitalized terms shall have the meanings set forth in Appendix E) or as defined
                                         in the Founding Investment and Subscription Agreement as of the same date as this Agreement.



 


Based
on the foregoing, the Parties agree as follows:


 


	1.	General
                                         Undertaking



 


		1.1.	General



 


Each
Shareholder hereby undertakes to:


 


		(a)	generally
                                         exercise its powers and voting rights as a Shareholder; and



 


		(b)	procure
                                         that the Director(s) nominated by such Shareholder exercise their powers and voting rights
                                         on the Board to the extent legally permissible and compatible with the fiduciary duties
                                         of such Director(s), in
a manner which is consistent with the terms of this Agreement, and to ensure that the provisions of this Agreement are given full
effect at all times during the term of this Agreement.



 






    


    5


    

 


		1.2.	  Share
                                         Certificates



 


The
Company will not physically issue share certificates. Rather, all holdings of Shares will be recorded in the Company’s share
register.


 


	2.	Articles
                                         / Order of precedence



 


The
Parties undertake to adopt, implement and maintain the Company’s articles of incorporation in the form as attached hereto
as Appendix 2.a), subject to amendments and modifications resolved in accordance with the articles of incorporation and
this Agreement from time to time (“Articles”).


 


In
the event of any conflict or discrepancies between the provisions of this Agreement and the Articles or any other governing documents
of the Company, the provisions of this Agreement shall prevail between the Parties as contractual obligations.


 


	3.	Board
                                         of Directors



 


		3.1.	  Representation
                                         of the Board and Initial Composition



 


The
Board shall comprise of only the Founder as Director as the beginning of this Agreement. After the initial transaction integrating
the “Business” into the Company, the Board of Directors will be increased for operational purposes as discussed in
Section 3.2 below. The initial Director shall have single signature (Einzelzeichnungsberechtigung) to expedite the acquisition
process of the Business.


 


		3.2.	  Representation
                                         of the Board after the Acquisition of Business



 


The
Board shall comprise of a maximum of five Directors. Throughout the remaining time of this Agreement:


 


		(a)	the
                                         Investor shall have the right to be represented on the Board by two Directors (each an
                                         “Investor Director”), initially being William Kerby and Mark Vange;



 


		(b)	the
                                         Founder and Other Shareholders shall have the right to be represented on the Board by
                                         three Directors (each a “Founder Director”), Founder and Other Shareholders.



 


The
initial Chairman shall be Founder. Thereafter, the Chairman shall be one of the Founder Directors nominated by the Founder and
the Other Shareholders for any subsequent terms. The Chairman shall be elected by the Board.


 


Subject
to special powers of attorney granted by the Board from time to time on a case-by-case basis, the Board shall no longer grant
individual signing authorities (Einzelzeichnungsberechtigung) to Directors and/or officers of the Company and all Directors
shall be granted collective signing powers (Kollektivzeichnungsberechtigung zu Zweien).


 






    


    6


    

 


		3.3.	  Representation
                                         of the Board after Founder Dilution



 


The
composition and the voting rights of the Board shall evolve with the Share ownership of the Parties. Therefore, if the Founder
Directors’ joint total Share participation in the Company is diluted down, the following rules shall apply:


 


		(c)	As
                                         of a total Share ownership of Founder Directors below 39% of the Company’s
                                         total outstanding Shares, the Investor shall have the right to be represented on the
                                         Board by three Directors, while the Chairman can still be appointed by the three Founder
                                         Directors. The Chairman as of this moment shall also be granted a casting vote;



 


		(d)	As
                                         of a total Share ownership of Founder Directors below 29% of the Company’s
                                         total outstanding Shares, the three Investor Directors shall now also have the right
                                         to appoint a Chairman. The Chairman shall continue to be granted a casting vote. The
                                         Founder Directors will continue to be represented by three Directors.



 


All
Directors and/or officers of the Company and all Directors shall continue to be granted collective signing powers (Kollektivzeichnungsberechtigung
zu Zweien).


 


		3.4.	  Quorum
                                         of Attendance



 


Each
Shareholder acknowledges and agrees that the Board shall only be deemed to be validly constituted and entitled to transact business
after the acquisition of the Business, if:


 


		(a)	at
                                         least one Investor Director; and



 


		(b)	at
                                         least one Founder Director; and



 


		(c)	at
                                         least half of all Directors;



 


are
present (including by video, computer or telephone conference), and each Shareholder hereby undertakes to the other Shareholders
to procure that the Director(s) nominated by it abstain from participating in Board meetings and from transacting business if
the Board is not validly constituted in accordance with this Section 3.2.


 


Should
the quorum as per the preceding paragraph not be met with regard to a certain agenda item, such agenda item shall be put on the
agenda for the next Board meeting. In such next Board meeting, the Board shall, with regard to such agenda item only, be deemed
to be validly constituted if the majority of the Directors is present (including by video, computer or telephone conference).


 






    


    7


    

 


Notwithstanding
the foregoing, no quorum of attendance shall be required if the only agenda item of the meeting of the Board consists in the confirmation
of the execution of a capital increase and the corresponding change of the Articles (in particular Art. 634a, 651 para. 4, 651a,
652e, 652g and 653g CO).


 


		3.5.	  D&O
                                         Insurance



 


The
Company will procure appropriate directors’ and officers’ insurance coverage to be determined by the Board in the
first Board meeting following the acquisition of the Business by the Company.


 


	4.	Control
                                         / Important Shareholder and Board matters



 


Each
of the Shareholders acknowledges and agrees that:


 


		(a)	any
                                         affirmative vote on any of the important shareholder matters (whether being a matter
                                         in the competence of the shareholders meeting or the board of directors) specified in
                                         Part A of Appendix 4 (“Important Shareholder Matters”) requires
                                         the approval of at least two thirds (66 2/3 %) of shareholder votes of the holders of
                                         Shares represented at the relevant General Meeting of Shareholders, whereby each Share
                                         shall entitle its holder to one vote; and



 


		(b)	any
                                         affirmative decision with respect to any of the important Board matters specified in
                                         Part B of Appendix 4 (“Important Board Matters”) shall require,
                                         besides the consent of the majority of the Board members present at the meeting, the
                                         consent of at least one Investor Director.



 


The
Company shall procure that none of the members of the board of directors takes any measure which constitutes an Important Shareholder
Matter or an Important Board Matter without the above consents.


 


	5.	Information
                                         Rights



 


During
the term of this Agreement, the Company shall provide Investor with the following information:


 


		(a)	within
                                         90 days of the end of each financial year, audited financial statements to comply with
                                         Investor’s 10-K report to the SEC;



 


		(b)	within
                                         20 days of the end of each month, a monthly report based on the standard KPI reporting
                                         sheet defined by Investor; and



 


		(c)	no
                                         later than 60 days prior to the end of each financial year, the proposed budget for the
                                         next following financial year.



 


The
Investor shall receive a report in the format requested within 30 days of the end of each fiscal quarter.


 






    


    8


    

 


	6.	Preferences



 


		6.1.	 No
                                         Dividends



 


During
the duration of this agreement, the Company shall not pay any dividends without consent of (i) the absolute majority of shareholder
votes of all holders of Shares represented at the relevant General Meeting of Shareholders and (ii) two thirds (66 2/3 %) of Board
of Directors votes.


 


		6.2.	Anti-Dilution
                                         Adjustments



 


In
the event the Company issues, within five years after the Closing Date,


 


(i)
          equity at a subscription or purchase price, or


 


(ii)
         securities convertible into equity at a conversion price,


 


below
the most recent valuation of the Shares (“Last Price”), each Founder Director holding Shares shall be entitled
to a weighted average anti-dilution adjustment (“Anti-dilution Adjustment”).


 


The
Anti-dilution Adjustment shall be effected by the issuance to each Founder Director of the required number of additional Shares
at CHF 1.00 value payable by the Founder Directors for the quantity of Anti-dilution Shares resulting from the formula set forth
in Appendix 6.2 to achieve the Anti-dilution Adjustment.


 


Investor
hereby irrevocably waives, to the benefit of the Founder Directors and to the extent necessary to give full effect to the preferential
subscription rights set forth in this Section 6.2, any statutory subscription right (Bezugsrecht) it may have.


 


	7.	Transfer
                                         And Transfer Restrictions



 


		7.1.	 Permitted
                                         Transfers



 


The
restrictions under Sections 7.2, 7.3, 7.4, 7.5, 7.6 and 7.7 of this Agreement shall not apply to the following transfers (each
a “Permitted Transfer”):


 


		7.1.1.	 Wholly
                                         Owned Subsidiary



 


A
transfer of all Shares held by a Shareholder to a wholly owned subsidiary shall be permitted, provided that (i) such wholly owned
subsidiary declares to all Parties in writing to be bound by the terms and conditions of this Agreement and to assume the transferring
Shareholder’s rights and obligations hereunder, (ii) the transferring Shareholder shall remain the ultimate beneficial owner
of 100% of such transferred Shares and be jointly liable with its wholly owned subsidiary for the fulfilment of and, and cause
such subsidiary to comply with, its obligations under this Agreement and, (iii) if the wholly owned subsidiary is about to cease
being a wholly owned subsidiary of the transferring Shareholder, then such subsidiary must immediately retransfer the transferred
shares to the transferring Shareholder.


 






    


    9


    

 


		7.1.2.	Affiliate



 


A
transfer of all Shares to an Affiliate of a Founder shall be permitted, provided that (i) such Affiliate declares to all Parties
in writing to be bound by the terms and conditions of this Agreement and to assume the transferring Shareholder’s rights
and obligations hereunder, (ii) the transferring Founder shall be personally involved in managing or advising such an Affiliate,
and (iii) the transferring Founder shall remain member of the Company’s Board of Directors. If an Affiliate ceases to be
an Affiliate of the holder of Shares who Transferred the Shares or acquired them on behalf of such Affiliate, then such Affiliate
must immediately re-transfer the Shares to the holder of Shares concerned.


 


		7.2.	General
                                         Restrictions



 


All
other Transfers of Shares and pre-emption rights (Bezugsrechte) on Shares not covered by Section 7.1 (“Permitted
Transfer”) shall require the consent of (i) the majority of Shareholders and (ii) the majority of the Founder Directors
taken as one group.


 


		7.3.	Accession



 


No
person or entity shall become a shareholder of the Company unless and until such person or entity shall first have executed an
unilateral accession declaration pursuant to which such person or entity agrees to be fully bound by and be entitled pursuant
to the terms and conditions of this Agreement in the same capacity as the transferor or predecessor (in case of a Transfer or
succession). Each of the Parties agrees in advance that any person or entity executing such unilateral accession declaration that
is based on an acquisition of Shares permitted pursuant to this Agreement shall become a Party, and that such accession declaration
does not need to be countersigned by the Parties.


 


		7.4.	Right
                                         of First Refusal



 


		7.4.1.	Notification



 


If
a Shareholder (or a group of Shareholders) wishes to Transfer all or a part of its Shares (“Relevant Shares”)
to a third party other than described in Section 7.1 (including another Shareholder) (“Right of First Refusal Event”),
such Shareholder(s) (“Selling Shareholder(s)”) shall submit (i) an offer to all other Shareholders stating
in writing the price and terms of the proposed Transfer (“Right of First Refusal Notice”) and (ii) a copy of
such offer to the Company. If the Selling Shareholder(s) has/have received a bona fide purchase offer from a third party
(including another Shareholder), such offer shall be attached to the Right of First Refusal Notice. In such case, the price and
terms of the bona fide purchase offer from a third party shall be the price and terms of the Right of First Refusal, otherwise
it is the price and terms offered by the Selling Shareholder. The Company shall inform each Shareholder within five days after
receipt of the Right of First Refusal Notice about the day the 30-day period mentioned in Section 7.4.2 for exercising the Right
of First Refusal expires.


 






    


    10


    

 


		7.4.2.	Exercise
                                         of Right of First Refusal



 


Each
Shareholder wishing to exercise its right of first refusal in respect of all or part of the Relevant Shares (“Right of
First Refusal”) shall so notify the Company and the Selling Shareholder(s) within a period of 30 days from receipt of
the Right of First Refusal Notice (“Right of First Refusal Exercise Notice”). If the Rights of First Refusal
validly exercised within this time period do not, in the aggregate, result in the exercise of Rights of First Refusal for all
Relevant Shares, the Selling Shareholder(s) shall be free, subject only to Sections 7.5 and 7.6, to Transfer the remaining Relevant
Shares to the proposed acquirer, on terms not more favourable to the proposed acquirer than those offered to the Shareholders
within a period of six months after expiry of the 30-day period to submit a Right of First Refusal Exercise Notice. Thereafter,
the procedure pursuant to this Section 7.4 shall be repeated prior to any such Transfer.


 


		7.4.3.	Pro
                                         Rata Allocation of Right of First Refusal



 


In
the event that the Shareholders exercise their Rights of First Refusal for more than the number of Relevant Shares, the Relevant
Shares shall be allocated among such exercising Shareholders pro rata to their then existing holdings of Shares.


 


		7.4.4.	Consummation
                                         of Transfer of Relevant Shares upon Exercise of Right of First Refusal



 


The
Transfer of the Relevant Shares shall be consummated within 60 days from receipt of the Right of First Refusal Notice by the Company
unless the terms of the bona fide purchase offer provided for longer terms, in which case the terms of such bona fide
purchase offer shall apply. If the consideration offered by the Selling Shareholder(s) for the Relevant Shares is not cash
or if the Transfer is to be made for no consideration, then the price for the Relevant Shares shall be deemed to be equal to the
Fair Market Value as defined in Section 7.7.2 below and to be paid in cash to the Selling Shareholder(s).


 


		7.5.	Tag-Along
                                         (Co-Sale Right)



 


		7.5.1.	Notification



 


In
the event a Shareholder (or a group of Shareholders) wishes to Transfer all or a part of its Shares (“Relevant Shares”)
in one or a series of related transactions to a proposed acquirer (including another Shareholder) on the basis of a bona fide
purchase offer (“Tag-Along Event”), such Shareholder(s) (“Selling Shareholder(s)”) shall
notify the other Shareholders as well as the Company thereof, mutatis mutandis in accordance with Section 7.5.1 (“Tag-Along
Notice”). Such Tag-Along Notice may be part of a Right of First Refusal Notice according to Section 7.4. The Company
shall inform each Shareholder within five days after receipt of the Tag-Along Notice about the day the 30-day period for exercising
the Tag-Along Right mentioned in Section 7.4.3 expires.


 






    


    11


    

 


		7.5.2.	Terms
                                         of Tag-Along Right



 


The
terms of the Tag-Along Right shall be the same consideration per Share and otherwise the same terms and conditions as applicable
to the Selling Shareholder(s) (except for (i) any representations, warranties and/or indemnities other than (several and not joint)
title warranties solely in respect of the Shares sold by such other Shareholder(s) and (ii) payment of the consideration per Share,
which must be in immediately available cash) upon the occurrence of a Tag-Along Event.


 


		7.5.3.	Exercise
                                         of Tag-Along Right



 


Each
Shareholder wishing to exercise its tag-along right with respect to the Relevant Shares (“Tag-Along Right”)
shall so notify the Selling Shareholder(s) within a period of 30 days from receipt of the Tag-Along Notice (“Tag-Along
Exercise Notice”). If no Tag-Along Exercise Notice is submitted on time, the Tag-Along Right of that Shareholder shall
be deemed to have been forfeited (verwirkt) with respect to this Tag-Along Event.


 


If
the proposed acquirer refuses to accept the purchase of the Shares from the Shareholders who provided a Tag-Along Notice, the
Selling Shareholder(s) shall be prohibited from Transferring the Relevant Shares to the proposed acquirer.


 


		7.5.4.	Transfer
                                         to Proposed Acquirer



 


In
the event the Right of First Refusal according to Section 7.4 is not exercised, the Selling Shareholder(s) shall be free to Transfer
the Relevant Shares to the proposed acquirer on the terms disclosed to the other Shareholders in the Tag-Along Notice and the
Right of First Refusal Notice within a period of six months starting after the expiry of the 30–day period to submit a Tag-Along
Exercise Notice. Thereafter, the procedure pursuant to this Section 7.5 shall be repeated prior to any such Transfer.


 


		7.6.	Drag-Along
                                         (Co-Sale Obligation)



 


		7.6.1.	Notification



 


In
the event a Shareholder, with the approval of a majority of Shareholders, wishes to Transfer at least 51% of the Shares of the
Company in one or a series of related transactions to a proposed acquirer (including another Shareholder) who wishes to acquire
all (but not less than all) Shares in the Company pursuant to a bona fide purchase offer at an offered price per Share
higher than the Issue Price (“Drag-Along Event”), such holder of Shares (“Relevant Selling Shareholder[s]”)
shall be entitled to require that all other Shareholders sell all their shares to the proposed acquirer (“Drag-Along
Right”) and shall notify the other Shareholders thereof, mutatis mutandis in accordance with Section 7.6.1 (“Drag-Along
Notice”). The Company shall inform each Shareholder within five days after receipt of the Drag-Along Notice about the
day the Transfer of the Shares to the proposed acquirer shall be completed which shall be no earlier than 30 days and no later
than six months as from the date of receipt of the Drag-Along Notice.


 






    


    12


    

 


For
the avoidance of doubt and notwithstanding anything to the contrary contained herein, unless the proposed acquirer qualifies as
Affiliate of a Founder, Section 7.3 shall not apply in case of a Drag-Along Event.


 


If
a Shareholder not being a Relevant Selling Shareholder is in doubt whether the proposed acquirer qualifies as Affiliate of a Founder
or not, such Shareholder shall be entitled to solicit and to submit to the Relevant Selling Shareholders a bona fide purchase
offer at an offered price per Share higher than what the proposed acquirer offered (“Improved Offer”), in which
case the Transfer of all Shares shall be completed in accordance with the terms and conditions set forth in this Improved Offer
with the potential acquirer having submitted such Improved Offer.


 


		7.6.2.	Terms
                                         of Drag-Along Right



 


The
terms of the Drag-Along Right shall be the same consideration per Share and, except as set forth in Section 7.6.3, otherwise at
the same terms and conditions as applicable to the Relevant Selling Shareholders.


 


The
proceeds resulting from such Transfer in case of a Drag-Along Event or based on an Improved Offer shall be deemed to constitute
Liquidation proceeds and shall be allocated to the Shareholders in accordance with Appendix 1.6 of the Investment and Subscription
Agreement to which this Agreement serves as Appendix E.


 


		7.6.3.	Key
                                         Terms and Conditions



 


The
terms and conditions of the Transfer of Shares shall include the following:


 


		(a)	Each
                                         other Shareholder’s liability for representations and warranties shall, to the
                                         extent legally permissible, be limited to a maximum of 50% percent of its purchase price,
                                         and be subject to the same time limitations as the Relevant Selling Shareholder[s]’
                                         liability. Each other Shareholder shall, upon request by the Relevant Selling Shareholder[s],
                                         be obliged to pay the same percentage of its purchase price for the same time periods
                                         into an escrow account in favor of the acquirer as the Relevant Selling Shareholder[s].
                                         Each other Shareholder shall be severally, and not jointly liable for the representations
                                         and warranties.



 


		(b)	Each
                                         other Shareholder shall give the representations and warranties which the acquirer or
                                         the Relevant Selling Shareholder[s] may reasonably request, reflecting such Shareholder’s
                                         stake in and position with respect to the Company (i.e. founder, senior manager, employee,
                                         passive investor). Except as otherwise provided for herein and unless the Relevant Selling
                                         Shareholders may reasonably request otherwise (in particular because they agreed to such
                                         term or condition regarding their Shares), the terms and conditions of the Investment
                                         Agreement regarding representations and warranties, indemnification and remedies shall
                                         apply, mutatis mutandis.



 






    


    13


    

 


		(c)	Each
                                         other Shareholder shall bear its own costs and taxes imposed on it.



 


		7.7.	Purchase
                                         Option



 


		7.7.1.	Triggering
                                         Events



 


Subject
to the provisions in this Section 7.7, the Parties (“Option Parties”) shall have an option (“Purchase
Option”) to purchase the Shares of any other Shareholder (“Restricted Party”) in proportion to the
nominal value of their shareholdings in the Company or in such other proportions and/or other terms as they may agree in writing
between themselves if any of the following events (“Triggering Event”) occurs:


 


		(a)	the
                                         Restricted Party commits a criminal act against the interests of a Party, of the Company
                                         or of any of its Affiliates;



 


		(b)	the
                                         Restricted Party materially breaches this Agreement, unless such breach and its effects
                                         are fully cured within 20 days upon notification in writing of the breach and its effects
                                         by any other Party, or terminates this Agreement in accordance with Section 9;



 


		(c)	the
                                         employment agreement between a Restricted Party and the Company is terminated and the
                                         Restricted Party is considered a Bad Leaver;



 


		(d)	the
                                         employment agreement between a Restricted Party and the Company is terminated or a Restricted
                                         Party acquires Shares based on an ESOP after such termination and the Restricted Party
                                         is considered a Good Leaver in either case at the time of the termination.



 


		7.7.2.	Exercise
                                         of Purchase Option



 


The
Restricted Party shall notify the other Parties of the occurrence of any Triggering Event. Upon receipt of such notice or upon
a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all Shares held by the
Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in
writing between them, and, in case of the occurrence of any of the Triggering Events listed in Section 7.7.1 (a), (b) or (d),
at the higher of the “Fair Market Value” and the nominal value of the Shares. Without prejudice to any other
rights or remedies, in case of the occurrence of any of the Triggering Event (c), the purchase price shall be the lower of the
fair market value and the nominal value of the Shares.


 


If
the Parties cannot agree on the fair market value, each Party may request its determination by Mr. Olivier Kobel, Managing Director
at SMC Corporate Finance GmbH with his principle place of business at Florastrasse 49, CH-8008 Zurich, Switzerland as independent
expert, or if such independent expert refuses or is not able to act, by an experienced international accounting firm appointed
by the President of the Zurich Chamber of Commerce, (“Expert”) on the basis of a valuation of the Company using
methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for
obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert
shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected
by the Expert shall be binding.


 






    


    14


    

 


The
Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent
to exercise the Purchase Option within 30 days following receipt of notice of a Triggering Event or, as the case may be, following
such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if
no agreement on the price can be reached within another 20 days. The Option Parties shall exercise the Purchase Option no later
than 20 days following agreement on the fair market value or receipt of the final determination of the fair market value from
the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced
their intent to exercise the Purchase Option, on the other hand, shall bear the fees, costs and expenses of the Expert in proportion
to the fair market values claimed by them at the beginning of the procedure differing from the fair market value as determined
by the Expert. If requested by the Expert, the relevant Restricted Party, on the one hand, and the Option Parties who announced
their intent to exercise the Purchase Option, on the other hand, shall make advance payments in respect of fees, costs and expenses
to the Expert in equal parts.


 


		7.8.	Right
                                         to Sale



 


The
restrictions under Sections 7.2, 7.3, 7.4, 7.5, 7.6 and 7.7 of this Agreement shall not apply to the following right to sale:


 


		7.8.1.	Right
                                         to Sale by Investor to Founder



 


The
Investor shall have the right to sell all its Shares held (“Sale Shares”) at any time to the Company or the
Founder at a total nominal fee of CHF 1.00 by providing written notice to the Company and the Founder stating the number of Sale
Shares (“Put Notice”) and the Company in first priority and Founder in second priority herewith accept to purchase
these Sale Shares.


 


Upon
receipt of the Put Notice by the Company and the Founder, a legally binding share purchase agreement with regard to the Sale Shares
shall come into existence between the Investor serving a Put Notice as seller and the Company and the Founder as buyer. Unless
otherwise agreed by the relevant Parties, the transfer of the Sale Shares and the payment of the purchase price for the Sale Shares
(i.e. the nominal value of all Sale Shares) shall be completed within 10 days since the receipt of the Put Notice.


 






    


    15


    

 


For
the avoidance of any doubts, it is the Parties understanding the Company shall be primarily obliged to acquire the Sale Shares.
However, the obligation of the Company to buy the Sale Shares is subject to it being permitted to acquire own shares in accordance
with art. 659 CO. If and to the extent the number of Sale Shares exceeds the number of own shares the Company is permitted to
acquire, the Founder and Other Shareholders undertake to acquire such exceeding number of Sale Shares pro rata to his then shareholding
in the share capital of the Company.


 


		7.8.2.	Right
                                         to Sale by Founder



 


The
Founder Directors shall have the right to sell their Shares to the Investor according to the following “Founder Directors’
Share Sale Schedule”:


 


As
of January 1, 2024, 33% of total outstanding Founder Director Shares at a valuation of 15 times EBITDA audited 2023 Company financial
results according to International Financial Reporting Standards (IFRS) accounting practices.


 


As
of January 1, 2025, 66% of total outstanding Founder Director Shares at a valuation of 15 times EBITDA audited 2024 Company financial
results according to International Financial Reporting Standards (IFRS) accounting practices.


 


The
Investor and the Founder agree that based on the Company’s audited figures of 2025, the Founder is free to find a new buyer
for the Company. The Founder shall have the right to hire financial advisors in the pursuit to look for such a new buyer. This
process shall start latest by June 1, 2025.


 


In
case Board formally decides with the majority of the Founder Directors’ votes to sell the Company, but Investor and Founder
cannot agree on the sale to a 3rd party by 20 December 2025, the Founder - and potentially Other Shareholders who have joined
the Company as key people or Directors - will be allowed to sell 100% of his, or their Shares as the case may be, to the Investor
by providing written notice to the Investor stating the number of Sale Shares (“Put Notice”).


 


As
of January 1, 2026, 100% of total outstanding Founder Director Shares at a valuation equal to the LOWER of the following
two options:


 


		a)	15
                                         times EBITDA audited 2025 Company financial results according to International Financial
                                         Reporting Standards (IFRS) accounting practices.






		b)	A
                                         fully-funded Acquisition Proposal based on the Company’s audited 2025 financial
                                         results according to International Financial Reporting Standards (IFRS) accounting practices
                                         in case the Investor prefers to sell the Company at this point in time.



 






    


    16


    

 


In
case Board formally decides with the majority of the Investor Directors’ votes to sell the Company, but Investor and Founder
cannot agree on the sale to a 3rd party by 20 December 2025, the Founder Directors will be allowed to sell 100% of their Shares
at a valuation equal to the HIGHER of the following two options:


 


		c)	15
                                         times EBITDA audited 2025 Company financial results according to International Financial
                                         Reporting Standards (IFRS) accounting practices.






		d)	A
                                         fully-funded Acquisition Proposal based on the Company’s audited 2025 financial
                                         results according to International Financial Reporting Standards (IFRS) accounting practices
                                         in case the Investor prefers to sell the Company at this point in time.



 


At
any time, the Founder Directors choose to sell of their own Shares in the Company to the Investor, they will have to issue a Put
Notice. Upon receipt of the Put Notice by the Investor, a legally binding share purchase agreement with regard to the Sale Shares
shall come into existence between the Founder and Other Shareholders serving a Put Notice as sellers and the Investor as buyer.
Unless otherwise agreed by the relevant Parties, the transfer of the Sale Shares and the payment of the purchase price for the
Sale Shares shall be completed within 10 days since the receipt of the Put Notice. The Investor shall be free to choose either
cash or his own NASDAQ-listed shares as means of payment for these Sale Shares. The Investor’s NASDAQ-listed shares shall
be valued as an Average Share Price of the 30 trading days prior to the date of the Put Notice. The Investor’s NASDAQ-listed
shares to be utilized for payment of these Founder Director Shares shall be free of any restrictions.


 


		7.8.3.	Right
                                         to File for an Initial Public Offering (IPO)



 


Both
Parties shall have the right to select an underwriter for listing of Shares of the Company on an internationally recognized securities
exchange, such as the official list of SIX Swiss Exchange for a “Qualified IPO” with a price per Share of at
least five time the Issue Price (subject to adjustments for stock splits, combinations, dividends and similar events). As of the
date the Company Publishes an IPO Prospectus (“IPO Prospectus Publishing Date”), Section 7.8.2 no longer applies.


 


Should
the Board formally decide with the majority of the Founder Directors’ votes to file for a “Non-Qualified IPO”
with a Share price below the equivalent of five times the Issue Price (subject to adjustments for stock splits, combinations,
dividends and similar events), Section 7.8.2 no longer applies.


 


Should
Board formally decide with the majority of the Investor Directors’ votes to file for a Non-Qualified IPO, Section 7.8.2
continues to apply.


 


	8.	Liquidated
                                         Damages



 


Each
Shareholder being in material breach of any provision of this Agreement (it being understood that any breach of Sections 4, 7
or 10.3 shall be deemed a material breach for purposes of this Section 8) shall pay liquidated damages (Konventionalstrafe)
to each of the non-defaulting Shareholders in the amount of CHF 50’000.- for each violation or breach. With respect to any
violation or breach that is capable of being cured, liquidated damages shall only become payable if such violation or breach is
not cured by the defaulting Shareholder within 20 days after having been notified of such violation or breach by any of the non-defaulting
Shareholders.


 






    


    17


    

 


Notwithstanding
the payment of the liquidated damages, the defaulting Shareholder (i) shall be liable to each of the non-defaulting Shareholders
for any losses and damages incurred by such non-defaulting Shareholders in excess of its entitlement to the amount of CHF 50’000.-
as set forth in the paragraph above (which entitlement shall be pro rata to the relevant non-defaulting Shareholder’s shareholdings
in the Company), and (ii) shall continue to be bound by the terms of the violated provision, for which each of the non-defaulting
Shareholders may continue to seek specific enforcement and/or such other injunctive relief as may be granted by any court and/or
arbitral tribunal of competent jurisdiction.


 


	9.	Term



 


This
Agreement shall enter into force and become effective as of the Closing Date (as defined in the Investment and Subscription Agreement
to which this Agreement serves as Appendix E) and shall continue to be effective and in force for an initial fixed term until
the tenth anniversary of the Closing Date.


 


Thereafter,
this Agreement shall continue to be in effect for successive periods of five years unless terminated by any Shareholder upon twelve
months’ prior written notice to all other Parties. Any termination by a Shareholder shall only be effective with respect
to the respective Shareholder, and shall be without prejudice to the continued binding effect of this Agreement for all other
Parties.


 


Notwithstanding
the foregoing, this Agreement shall be terminated in the following cases


 


		(a)	automatically
                                         and with immediate effect upon the first trading day of the Company following a Qualified
                                         IPO; or



 


		(b)	for
                                         a specific Party upon such Party ceasing to be a shareholder of the Company in accordance
                                         with the terms and conditions of this Agreement, whereas such cessation and release shall
                                         be without prejudice to any accrued rights and obligations of the relevant Party existing
                                         at the time of such cessation and release;



 


(it
being understood that in case of sub-paragraphs (b), such termination of this Agreement with respect to such Party shall be without
prejudice to the continued binding effect of this Agreement for and among all other Parties).


 


This
Agreement shall not be terminated in case of death, incapacity to act or bankruptcy of a Party, if a Party is placed under guardianship
or has been declared missing by a final court decision or if the liquidation interest of a Party is subject to debt enforcement
measures.


 






    


    18


    

 


	10.	Miscellaneous



 


		10.1.	Nature
                                         of Parties’ Rights and Obligations



 


Except
as specifically provided otherwise in this Agreement, the rights and obligations of the Parties hereunder shall be several (and
not joint). Each of Founder and Other Shareholders and the Investor may exercise and enforce its rights hereunder individually
in accordance with this Agreement.


 


The
obligations of the Parties hereunder are contractual in nature and the Parties agree that they do not form, and this Agreement
shall not be deemed to constitute, a simple partnership (einfache Gesellschaft) pursuant to Art. 530 et seq. CO.


 


		10.2.	Confidentiality



 


The
provision regarding confidentiality in the Investment Agreement (as defined in the Investment and Subscription Agreement to which
this Agreement serves as Appendix E) shall apply mutatis mutandis.


 


		10.3.	Successors
                                         and Assigns



 


This
Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns;
provided, however, that no Party shall be entitled to assign or transfer any of the rights or obligations hereunder to
any other party except with the prior written consent of each Party. Transfers or assignments in conjunction with the transfer
of Shares in accordance with this Agreement shall remain reserved.


 


		10.4.	Costs
                                         and Expenses



 


Each
Party shall bear its own costs and expenses arising out of or incurred, and any taxes imposed on it, in connection with this Agreement.
Any reimbursement of costs shall be exclusively governed by and handled in accordance with Section 5.5 of the Investment Agreement.


 


Each
relevant Shareholder shall indemnify the Company for any damages resulting from any taxes and social security contributions triggered
at the Company’s level by a Transfer of Shares by the relevant Shareholder.


 


		10.5.	Notices



 


All
notices and other communications made or to be made under this Agreement shall be given as set forth in the Investment Agreement,
mutatis mutandis.


 


		10.6.	Entire
                                         Agreement



 


With
the exception of the Investment Agreement, this Agreement constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes any agreement or understanding with respect to the subject matter hereof that may have been
concluded between any of the Parties prior to the date of this Agreement.


 






    


    19


    

 


The
Parties confirm that in addition to this Agreement, there are no side agreements relating to the subject matter hereof between
any of them that have not been disclosed to the other Parties and the terms of which may affect any of the rights granted to any
of the Parties hereunder.


 


		10.7.	Severability



 


If
at any time any provision of this Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity
nor the enforceability of the remaining provisions or the remaining part of the provision shall in any way be affected or impaired
thereby. The Parties agree to replace the invalid or unenforceable provision or part thereof by a valid or enforceable provision
which shall best reflect the Parties’ original intention and shall to the extent possible achieve the same economic result.
The same applies mutatis mutandis in case of any gaps.


 


		10.8.	Amendments



 


This
Agreement (including this Section 10.9) may be amended only in writing by an instrument signed by all Parties.


 


		10.9.	Waiver
                                         of Rights



 


No
waiver by a Party of a failure of any other Party to perform any provision of this Agreement shall operate or be construed as
a waiver in respect of any other or further failure whether of a similar or different character.


 


	11.	Governing
                                         Law and Jurisdiction



 


		11.1.	Governing
                                         Law



 


This
Agreement shall in all respects be governed by and construed in accordance with substantive Swiss law.


 


		11.2.	Jurisdiction



 


The
courts of Zurich (Canton of Zurich, Switzerland) shall have exclusive jurisdiction for any and all disputes arising out of or
in connection with this Agreement, the venue being Zurich 1.


 


*
* * * *


 


[Signature
page to follow]


 




    


    20


    

 


IN
WITNESS WHEREOF, the Parties have signed this Agreement on the date first written above


 





	Investor	 
	 	 
	 	 
	William Kerby	 
	Chief Executive Officer	 




 





	Founder	 
	 	 
	/s/ Jan C. Reinhart	 
	Jan C. Reinhart	 







 




    


    21


    

 


List
of Appendices


 





	Appendix
    C:	Cap
    Table
	 	 
	Appendix E:	Defined Terms
	 	 
	Appendix 2.a):	Articles
	 	 
	Appendix 4:	List of Important
    Shareholder and Board Matters
	 	 
	Appendix 6.2:	Anti-Dilution Adjustment
    Formula







 




    


    22


    

 


Appendix
E


 


Defined
Terms


 


“Affiliate”
shall mean any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by
or is under common control with the person or entity specified, any person that is contractually related to the relevant Shareholder
by way of a fiduciary agreement, and any person related to the relevant Shareholder based on family relations or friendship.





“Agreement”
shall mean the shareholders agreement, including its appendices (as amended from time to time in accordance with the terms of
this Agreement).





“Anti-dilution
Adjustment” shall have the meaning set forth in Section 6.2.





“Articles”
shall have the meaning set forth in Section 2.





“Bad
Leaver” shall mean a Restricted Party in case (i) his or her employment agreement has been terminated by the Company
for an important reason (wichtiger Grund) within the meaning of Art. 337 CO, or (ii) he has terminated his or her employment
agreement other than for an important reason (wichtiger Grund) within the meaning of Art. 337 CO or family- or health-related
reasons.





“Board”
shall mean the board of directors of the Company, as appointed from time to time in accordance with the terms of this Agreement.





“Business”
shall have the meaning set forth in Preamble B.





“CEO”
shall mean the Chief Executive Officer of the Company appointed from time to time in accordance with this Agreement and the board
regulations, if any.





“Chairman”
shall mean the chairman of the Board (Verwaltungsratspräsident).





“Change
of Control” shall mean any Transfer of Shares in one or a series of related transactions that results in the proposed
acquirer (including a Shareholder) holding, directly or indirectly, more than 50 percent of the then issued share capital of the
Company.





“CO”
shall mean the Swiss Code of Obligations as of March 30, 1911, as amended.





“Common
Shares” shall mean the common registered shares of the Company (Stammaktien) in accordance with the Articles
and as set forth in Preamble A.





“Company”
shall have the meaning set forth on the first page.





“Confidential
Information” shall have the meaning set forth in Section 10.2.





“Director”
shall mean each of the members of the Board appointed from time to time in accordance with the terms of this Agreement.





“Distribution”
shall mean any distribution in the form of Dividends and/or proceeds resulting from a Liquidation.





“Drag-Along
Event” shall have the meaning set forth in Section 7.6.1.





“Drag-Along
Notice” shall have the meaning set forth in Section 7.6.1.





“Drag-Along
Right” shall have the meaning set forth in Section 7.6.1.





“ESOP”
shall mean employee stock option plan.





“Existing
Shareholders” shall mean the Founder and the Other Shareholders.





“Expert”
shall have the meaning set forth in Section 7.7.2.





“Fair
Market Value” shall have the meaning set forth in Section 7.7.2.





“Founder”
shall have the meaning set forth on the first page.





“Founder
Director” shall have the meaning set forth in Section 3.2(b).





“General
Meeting of Shareholders” shall mean any ordinary or extraordinary general meeting of Shareholders of the Company.





“Good
Leaver” shall mean a Restricted Party in case his or her employment agreement has been terminated and he or she is not
deemed to be a Bad Leaver.





“Important
Board Matters” shall have the meaning set forth in Section 4(b)(as set forth in Part B of Appendix 4).


 






    


    23


    

 


“Important
Shareholder Matters” shall have the meaning set forth in Section 4(a) (as set forth in Part A of Appendix 4).





“Improved
Offer” shall have the meaning set forth in Section 7.6.1.





“Insolvency
Event” shall mean with respect to a Party, if such Party becomes insolvent, bankrupt, petitions or applies to any court,
tribunal or other body or authority for creditor protection or for the appointment of, or there shall otherwise be appointed,
any administrator, receiver, liquidator, trustee or other similar officer of such Party or of all or a substantial part of the
such Party’s assets.





“Investment
Agreement” shall have the meaning set forth in the Investment and Subscription Agreement to which this document serves
as Appendix E.





“Investor
Director” and “Investment Directors” shall have the meaning as specified on page 1 and set forth
in Section 3.2 (a).





“Last
Price” shall have the meaning set forth in Section 6.2.





“Liquidation”
shall mean a voluntary or non-voluntary liquidation, a dissolution or winding up of the Company, a merger, consolidation or other
transaction or series of transactions, a Sale or a distribution of profits.





“Manager”
shall mean any of [specify], together the “Management”.





“Non-Qualified
IPO” shall mean the closing of an underwritten public offering lead managed by an underwriter of international standing,
for listing of Shares of the Company on an internationally recognized securities exchange, such as the official list of SIX Swiss
Exchange, that does not qualify as Qualified IPO.





“Option
Parties” shall have the meaning set forth in Section 7.7.1.





“Other
Shareholder” and “Other Shareholders” shall have the meaning set forth in Preamble C.





“Party”
shall mean each of the Investor, the Founder, the Company and any further parties adhering to this Agreement in accordance with
its terms.





“Permitted
Transfer” shall have the meaning set forth in Section 7.1.





“Purchase
Option” shall have the meaning set forth in Section 7.7.1.





“Put
Notice” shall have the meaning set forth in Section 7.8.1.





“Preamble”
shall mean a preamble of this Agreement.





“Qualified
IPO” shall mean the closing of an underwritten public offering lead managed by an underwriter for listing of Shares
of the Company on an internationally recognized securities exchange, such as the official list of SIX Swiss Exchange, with a price
per Share of at least five times the Issue Price (subject to adjustments for stock dividends, splits, combinations and similar
events).





“Relevant
Selling Shareholder(s)” shall have the meaning set forth in Section 7.6.1.





“Relevant
Shares” shall have the meaning set forth in Section 7.4.1 and 7.5.1.





“Restricted
Party” shall have the meaning set forth in Section 7.7.1.





“Right
of First Refusal” shall have the meaning set forth in Section 7.4.2.





“Right
of First Refusal Event” shall have the meaning set forth in Section 7.4.1.





“Right
of First Refusal Exercise Notice” shall have the meaning set forth in Section 7.4.2.





“Right
of First Refusal Notice” shall have the meaning set forth in Section 7.4.1.





“Sale”
shall mean the Transfer (whether through a single transaction or a series of related transactions) of Shares other than a Permitted
Transfer or the sale, lease, transfer, exclusive license or other disposition of more than 50% of the Company’s assets.





“Sale
Shares” shall have the meaning set forth in Section 7.8.1.





“Section”
shall mean a section of this Agreement.





“Selling
Shareholder(s)” shall have the meaning set forth in Section 7.4.1 and Section 7.5.1.





“Shareholder”
shall mean each holder of Shares.





“Shares”
shall mean any shares from time to time issued by the Company.


 






    


    24


    

 


“Subscription
Amount” shall have the meaning ascribed to this term in the Investment Agreement.





“Tag-Along
Event” shall have the meaning set forth in Section 7.5.1.





“Tag-Along
Exercise Notice” shall have the meaning set forth in Section 7.5.5.





“Tag-Along
Notice” shall have the meaning set forth in Section 7.5.1.





“Tag-Along
Right” shall have the meaning set forth in Section 7.5.3.





“Transfer”
shall mean any sale, assignment, encumbrance, pledge, creation of trust or any other disposal or transfer.





“Triggering
Event” shall have the meaning set forth in Section 7.7.1.


 




    


     


    

 


Appendix
2.a)


 


Articles


 


(see
attached)


 






    


     


    

 


Appendix
4


 


List
of Important Shareholder and Board Matters


 


Part
A – Important Shareholder Matters


 


Each
of the following decisions shall be an Important Shareholder Matter and shall require the consent requirements set forth in Section
4(a) of this Agreement:


 


	(a)	any
                                         amendment, alteration or modification of the rights, preferences and privileges of Shares
                                         or increase or decrease the number of Shares;



 


	(b)	any
                                         amendment of the Company’s Articles including in particular its purpose;



 


	(c)	the
                                         creation and issuance of new shares having rights senior to or on parity with Shares;



 


	(d)	any
                                         alteration to the issued share capital including, in particular, the increase of the
                                         share capital and issuance of new Shares;



 


	(e)	create
                                         or increase a conditional share capital reserved for employees, Directors or consultants;



 


	(f)	increase
                                         of the authorized number of Directors of the Company and the election and removal of
                                         Directors;



 


	(g)	take
                                         any measures which result in an obligation, asset of debt of the Company exceeding CHF
                                         1,500,000.



 


	(h)	any
                                         transfer of IP rights or know how of the Company to a third party or grant any licenses
                                         or other rights with respect to such IP rights or know how outside the course of Business
                                         of the Company.



 


	(i)	any
                                         sale, license, or similar transaction relating to all or substantially all of the assets
                                         of the Company;



 


	(j)	any
                                         merger, demerger or similar reorganization of the Company;



 


	(k)	any
                                         action that would result in a Change of Control;



 


	(l)	entering
                                         into contractual or equity joint ventures;



 


	(m)	the
                                         acquisition, transfer, subscription sale or disposal of any shares or interest by the
                                         Company in any other company, group or entity, the setting up of any subsidiary or transfer
                                         or pledge of its shares;



 


	(n)	the
                                         liquidation or the Company;



 


	(o)	any
                                         resolution on Dividend payments or other distributions to the shareholders;



 


	(p)	the
                                         election of the Company’s auditors;



 


	(q)	any
                                         substantial change to the Business or the agreed business plan;



 






    


     


    

 


	(r)	commencement
                                         of litigation or arbitral proceedings with an expected value exceeding CHF 50,000; and



 


	(s)	approval
                                         of and changes to the annual budget (“Annual Budget”) which shall
                                         be presented no later than November 30th of the year prior the year the Annual
                                         Budget is provided for.



 


Part
B – Important Board Matters


 


Each
of the following decisions shall be an Important Board Matter and shall require the consent requirements set forth in Section
4(b):


 


	(t)	the
                                         entering into any joint venture, merger or acquisition or any profit sharing agreement;



 


	(u)	any
                                         investment, capital expenditure, acquisition or sale of assets, incurrence of debt or
                                         any contract obligation by the Company in excess of CHF 1,500,000 (whether by a single
                                         transaction or a series of related transactions within the same calendar year) unless
                                         provided for in the Annual Budget;



 


	(v)	subject
                                         to Part A (h) any transfer of intellectual property rights or know how of the Company
                                         to a third party or grant of licenses or other rights with respect to intellectual property
                                         rights or know how, with the exception of contracts with customers based on contract
                                         templates that have been approved as an Important Board Matter;



 


	(w)	the
                                         execution or amendment of any credit, mortgage or debt financing agreement, regardless
                                         of whether the Company is the borrower or lender (whether by a single transaction or
                                         a series of related transactions) not provided for in the Annual Budget;



 


	(x)	the
                                         issuance of shares or equity-related securities out of the Company’s authorized
                                         or conditional share capital (including the determination of the issue price, the date
                                         for the entitlement for dividends and the type of contribution therefore) or sale of
                                         own shares, except in respect to any shares issued in accordance with the Anti-Dilution
                                         Adjustments;



 


	(y)	the
                                         creation of any security interests upon any part of the Company’s property, intellectual
                                         property rights or assets (whether by a single transaction or by a series of related
                                         transactions);



 


	(z)	any
                                         direct or indirect transactions or arrangements with Directors, employees, members of
                                         the management, any Shareholder or any Affiliate thereof including variations thereof;



 


	(aa)	any
                                         purchase by the Company of any of its own shares, except for acquisitions in connection
                                         with Section 7.7;



 






    


     


    

 


	(bb)	any
                                         decision pertaining to the employment, removal, dismissal or non-renewal of any person
                                         with total compensation higher than CHF 300,000 per annum or increasing the salary of
                                         any employee by more than 10% unless provided for in the annual budget;



 


	(cc)	any
                                         amendment to the contracts with Directors or Shareholders holding more than 5% of the
                                         Company’s outstanding share capital; and



 


	(dd)	any
                                         of the items as per this Appendix 4 with regard to any of the Company’s direct
                                         or indirect subsidiaries, if and to the extent controlled or influenced by the Company.



 






    


     


    

 


Appendix
6.2


 


Anti-Dilution
Adjustment Formula


 


Weighted
Average Ratchet


 


The
anti-dilution mechanism shall be a weighted-average ratchet (i.e., single iteration) with no offset for par value paid
while subscribing for anti-dilution shares (the “Anti-Dilution Shares”). The weighted average issue price (“WAIP”)
and number of Anti-Dilution Shares to be issued to Founder Directors shall be calculated using the following equations:


 





 


Where,


 


PA
      = applicable Share price of the most recent Share transaction (“Last Price”)


 


PB
      = Share issue price of the Dilution Round (i.e., the round triggering dilution)


 


SA
      = total no. of Shares of the Founder Directors before the Dilution Round


 


SB
      = total no. of Shares of the Dilution Round


 


SX
      = total no. of Shares held by the applicable Founder Director


 


IA
      = total value of all Founder Director Shares prior to the Dilution Round


 


IB
      = total investment amount of the Dilution Round


 


IX
      = total value of Founder Director Shares held by the applicable Founder Director = SX×PA