Shareholder Nominee Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Shareholder Nominee Agreement

Shareholder Nominee Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NOMINEE SHAREHOLDER AGREEMENT

This Nominee Shareholder Agreement (the "Agreement") is made and entered into this {{day}} day of {{month}}, {{year}},

BETWEEN:

1. **{{nominee_name}}** (Identification No. {{nominee_id_number}}) of {{nominee_address}} (the "Nominee");

AND

2. **{{beneficial_owner_name}}** (Identification No. {{beneficial_owner_id_number}}) of {{beneficial_owner_address}} (the "Beneficial Owner").

Collectively referred to as the "Parties".

RECITALS

WHEREAS, the Beneficial Owner desires to acquire or hold shares in {{company_name_of_shares}} (the "Company");

WHEREAS, the Beneficial Owner has requested the Nominee to hold such shares in the Company in the Nominee's name for and on behalf of the Beneficial Owner, and the Nominee has agreed to do so subject to the terms and conditions of this Agreement.

APPOINTMENT AND ACKNOWLEDGEMENT

The Beneficial Owner hereby appoints the Nominee, and the Nominee hereby accepts such appointment, to hold {{number_of_shares}} ({{number_of_shares_words}}) ordinary shares of {{share_value}} ({{share_value_words}}) each (the "Shares") in the Company, on behalf of and for the sole benefit of the Beneficial Owner.

The Nominee acknowledges and confirms that all Shares held in their name are held solely as nominee for the Beneficial Owner and that the Beneficial Owner is the true and beneficial owner of such Shares.

NOMINEE'S UNDERTAKINGS

The Nominee undertakes to:

(a) Hold the Shares solely for the benefit of the Beneficial Owner and in accordance with the Beneficial Owner's instructions.

(b) Not exercise any voting rights or other rights attached to the Shares without the express written instructions of the Beneficial Owner.

(c) Account to the Beneficial Owner for all dividends, distributions, or other payments received in respect of the Shares.

(d) Execute all documents and do all acts as may be reasonably required by the Beneficial Owner to transfer, assign, or otherwise deal with the Shares in accordance with the Beneficial Owner's instructions.

(e) Keep confidential all information relating to the Company and the Beneficial Owner's interest in the Shares, except as required by law.

(f) Not to create any encumbrance, charge, or lien over the Shares without the prior written consent of the Beneficial Owner.

BENEFICIAL OWNER'S RIGHTS AND OBLIGATIONS

The Beneficial Owner shall have the sole right to:

(a) Instruct the Nominee on the exercise of all voting rights and other rights attached to the Shares.

(b) Receive all dividends, distributions, or other payments arising from the Shares.

(c) Direct the Nominee to sell, transfer, or otherwise deal with the Shares.

The Beneficial Owner undertakes to indemnify and hold harmless the Nominee from and against all costs, claims, liabilities, and expenses whatsoever arising from the Nominee acting in accordance with the Beneficial Owner's instructions or as a nominee shareholder, except in cases of the Nominee's gross negligence or willful misconduct.

DISCLOSURE OF BENEFICIAL OWNERSHIP

The Beneficial Owner acknowledges and agrees that the Nominee may be required by law or regulatory authority to disclose the identity of the Beneficial Owner and the nature of this nominee arrangement. The Nominee shall promptly inform the Beneficial Owner of any such requirement, where legally permissible.

TERMINATION

This Agreement shall remain in full force and effect until such time as the Shares are transferred out of the Nominee's name pursuant to the Beneficial Owner's instructions or by mutual written agreement of the Parties.

Either Party may terminate this Agreement by giving {{notice_period}} ({{notice_period_words}}) days' written notice to the other Party. Upon termination, the Beneficial Owner shall take all necessary steps to procure that the Shares are transferred out of the Nominee's name.

GOVERNING LAW AND DISPUTE RESOLUTION

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

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}} in accordance with the arbitration rules of {{arbitration_institute}}.

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, whether oral or written.

SIGNATURES

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

___________________________

Nominee: {{nominee_name}}

Signature:

Date:

___________________________

Beneficial Owner: {{beneficial_owner_name}}

Signature:

Date:

WITNESSES:

1. Name: {{witness1_name}}

Address: {{witness1_address}}

Signature:

2. Name: {{witness2_name}}

Address: {{witness2_address}}

Signature: