Proxy Irrevocable

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

IRREVOCABLE PROXY

THIS IRREVOCABLE PROXY is made and entered into this {{day}} day of {{month}}, {{year}}

BY:

{{shareholder_name}} (hereinafter referred to as the “Grantor”), a shareholder of {{company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with registration number {{company_registration_number}} and having its registered office at {{company_registered_address}}.

IN FAVOUR OF:

{{proxy_name}} (hereinafter referred to as the “Proxy Holder”), of {{proxy_address}}.

BACKGROUND

A. The Grantor is the registered and beneficial owner of {{number_of_shares}} ordinary shares (the “Shares”) in {{company_name}} (the “Company”), representing {{percentage_of_shares}}% of the total issued share capital of the Company.

B. In connection with an investment agreement dated {{investment_agreement_date}} (the “Investment Agreement”) between the Company, the Grantor, and {{investor_name}} (the “Investor”), the Grantor has agreed to grant an irrevocable proxy to the Proxy Holder under the terms and conditions set forth herein.

APPOINTMENT OF IRREVOCABLE PROXY

The Grantor hereby irrevocably appoints the Proxy Holder as the Grantor’s true and lawful attorney and proxy, with full power of substitution, to vote all of the Shares held by the Grantor at any general meeting of the shareholders of the Company, whether annual, extraordinary, or adjourned, and to execute any shareholder resolutions, consents, or other instruments whatsoever.

SCOPE OF AUTHORITY

The Proxy Holder is authorised to vote the Shares:

a) In accordance with the provisions of the Investment Agreement, specifically as regards {{specific_voting_instructions}}.

b) On all matters that come before any meeting of shareholders, including but not limited to the election of directors, amendments to the Company’s constitutional documents, approval of major transactions, and dividend declarations.

c) With discretion on any matters not specifically stipulated in the Investment Agreement, provided such discretion is exercised in the best interests of the Company and the Investors as generally understood within the context of the Investment Agreement.

IRREVOCABILITY

This Proxy is coupled with an interest, being the interest of the Investor in the Company as set out in the Investment Agreement, and is therefore irrevocable. The Grantor acknowledges and agrees that this Proxy shall remain in full force and effect and shall not be terminated by any act of the Grantor, including but not limited to, the transfer of the Shares, the death or incapacity of the Grantor, or any purported revocation by the Grantor, until the occurrence of the Termination Events as defined below.

DURATION AND TERMINATION

This Irrevocable Proxy shall commence on the date first written above and shall remain in full force and effect until the earlier of:

a) The date on which the Investor or its affiliates no longer hold any shares in the Company.

b) The date on which {{specific_conditions_for_termination}} (e.g., a successful exit event, repayment of debt).

c) A written agreement between the Grantor, the Proxy Holder, and the Investor to terminate this Proxy (the “Termination Events”).

Upon the occurrence of any Termination Event, this Proxy shall automatically terminate and cease to be of any force or effect, without the need for any further action by any party.

GOVERNING LAW

This Irrevocable Proxy shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.

GENERAL PROVISIONS

a) Notices: Any notice required or permitted to be given under this Proxy shall be in writing and shall be deemed to have been duly given when delivered personally or sent by registered mail to the addresses set forth above.

b) Entire Agreement: This Proxy constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

c) Assignment: This Proxy may not be assigned by the Grantor without the prior written consent of the Proxy Holder and the Investor.

SIGNATURES

IN WITNESS WHEREOF, the Grantor has executed this Irrevocable Proxy as of the date first written above.

_____________________________

{{shareholder_signature}}

Name: {{shareholder_name}}

Acknowledged and Agreed by the Proxy Holder:

_____________________________

{{proxy_holder_signature}}

Name: {{proxy_name}}

Acknowledged and Agreed by the Investor:

_____________________________

{{investor_signature}}

Name: {{investor_name}}

Title: {{investor_title}}