Rights Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

RIGHTS AGREEMENT

This Rights Agreement (the “Agreement”) is made and entered into as of this {{date_of_agreement}} (the “Effective Date”), BETWEEN:

{{company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction_of_incorporation}}, with its principal place of business at {{company_address}} (hereinafter referred to as “the Company”);

AND

Each of the persons listed in Schedule A hereto (hereinafter referred to individually as a “Shareholder” and collectively as the “Shareholders”).

WHEREAS, the Company desires to offer to its existing Shareholders the right to subscribe for additional shares in the Company; and

WHEREAS, the Shareholders wish to acknowledge and agree to the terms and conditions governing such rights.

1. GRANT OF RIGHTS

1.1. The Company hereby grants to each Shareholder, identified in Schedule A, the right (the “Rights”) to subscribe for and purchase {{number_of_shares_offered}} ({{number_of_shares_offered_words}}) additional ordinary shares of the Company (the “New Shares”), each with a par value of {{par_value_per_share}} ({{par_value_per_share_words}}) at a subscription price of {{subscription_price_per_share}} ({{subscription_price_per_share_words}}) per New Share.

1.2. The Rights are non-transferable and non-assignable, except as expressly provided in this Agreement or with the prior written consent of the Company’s board of directors.

1.3. Each Shareholder may exercise their Rights up to the number of New Shares allotted to them as specified in Schedule A, which number is pro-rata to their current shareholding in the Company.

2. EXERCISE OF RIGHTS

2.1. Shareholders wishing to exercise their Rights must complete and deliver the Subscription Form (Annexure B) to the Company at its registered address, along with payment in full for the New Shares, no later than {{deadline_for_exercise_of_rights}} (the “Subscription Deadline”).

2.2. Payment shall be made via electronic funds transfer to the Company’s bank account, details of which are provided in the Subscription Form.

2.3. Failure to deliver the Subscription Form and full payment by the Subscription Deadline will result in the forfeiture of the Shareholder’s Rights and the Company shall be free to offer such unexercised New Shares to other parties at its discretion.

3. UNDERTAKING BY SHAREHOLDERS

3.1. Each Shareholder, by exercising their Rights, confirms that they have received and reviewed all information deemed necessary concerning the Company and the New Shares, and they are subscribing for the New Shares based on their own independent assessment.

3.2. Each Shareholder acknowledges that no governmental agency has passed upon or endorsed the merits of the Rights or the New Shares offered under this Agreement.

4. CONDITIONS PRECEDENT

4.1. The effectiveness of this Agreement and the obligation of the Company to issue the New Shares are subject to the fulfillment of the following conditions precedent:

4.1.1. The Company having obtained all necessary corporate approvals, including but not limited to, board and shareholder resolutions, for the issuance of the New Shares.

4.1.2. The Company having complied with all applicable regulatory requirements in {{jurisdiction_of_incorporation}} concerning the offering and issuance of shares.

5. REPRESENTATIONS AND WARRANTIES

5.1. The Company represents and warrants that:

5.1.1. It is duly incorporated and validly existing under the laws of {{jurisdiction_of_incorporation}}.

5.1.2. The issuance of the New Shares has been duly authorised and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable.

5.2. Each Shareholder represents and warrants that:

5.2.1. They have the full power and authority to enter into and perform their obligations under this Agreement.

5.2.2. The execution and delivery of this Agreement and the performance of their obligations hereunder do not conflict with any agreement or instrument to which they are a party.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

6.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, {{arbitration_country}} in accordance with the rules of the {{arbitration_institution}}.

7. MISCELLANEOUS

7.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements.

7.2. Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto.

7.3. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by email to the addresses specified in Schedule A (for Shareholders) and the Company letterhead (for the Company).

7.4. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the parties have executed this Rights Agreement as of the Effective Date.

For and on behalf of the Company:

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{date_of_signature_company}}

For and on behalf of each Shareholder (as per Schedule A):

_____________________________

Name: {{shareholder_signatory_name_1}}

ID/Passport No.: {{shareholder_id_1}}

Date: {{date_of_signature_shareholder_1}}

_____________________________

Name: {{shareholder_signatory_name_2}}

ID/Passport No.: {{shareholder_id_2}}

Date: {{date_of_signature_shareholder_2}}

(Add more signature blocks as needed for each Shareholder)

SCHEDULE A: List of Shareholders and Allotted Rights

| Shareholder Name | Current Shareholding | Allotted New Shares |

|:-----------------|:---------------------|:--------------------|

| {{shareholder_name_1}} | {{current_shares_1}} | {{allotted_new_shares_1}} |

| {{shareholder_name_2}} | {{current_shares_2}} | {{allotted_new_shares_2}} |

(Add more rows for each Shareholder)

ANNEXURE B: Subscription Form