Waiver of Right of First Refusal

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date: {{date}}

Waiver of Right of First Refusal

This Waiver of Right of First Refusal (this "Waiver") is made and entered into as of {{date_of_waiver}} by {{waiving_party_name}} (the "Waiving Party"), with an address at {{waiving_party_address}}.

RECITALS:

A. The Waiving Party is a holder of {{number_of_shares}} ordinary shares (the "Shares") in {{company_name}} (the "Company"), a company incorporated under the laws of {{country_of_incorporation}} with registration number {{company_registration_number}} and having its registered office at {{company_registered_address}}.

B. Pursuant to the provisions of the Shareholders' Agreement dated {{date_of_shareholders_agreement}} (the "Shareholders' Agreement") or the Company's Articles of Association, the Waiving Party holds a right of first refusal (the "ROFR") with respect to any proposed transfer of shares in the Company.

C. {{selling_shareholder_name}} (the "Selling Shareholder") proposes to transfer {{number_of_shares_to_be_sold}} ordinary shares (the "Offered Shares") to {{proposed_transferee_name}} (the "Proposed Transferee") for a consideration of {{currency}} {{total_consideration_amount}} (the "Proposed Transaction").

D. The Waiving Party acknowledges that the Proposed Transaction triggers the ROFR as set forth in the Shareholders' Agreement/Articles of Association.

E. The Waiving Party, after due consideration, wishes to waive its ROFR with respect to the Proposed Transaction.

Waiver

NOW, THEREFORE, in consideration of the recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Waiving Party hereby irrevocably and unconditionally waives its Right of First Refusal with respect to the Proposed Transaction and the Offered Shares, as described in the Recitals above.

The Waiving Party further acknowledges and agrees that this Waiver applies solely to the Proposed Transaction involving the transfer of the Offered Shares by the Selling Shareholder to the Proposed Transferee and does not constitute a waiver of its ROFR with respect to any future transfers of shares in the Company or any other transaction.

Representations and Warranties of Waiving Party

The Waiving Party hereby represents and warrants to the Company and the Selling Shareholder as follows:

a. It has the full power, capacity, and authority to execute and deliver this Waiver and to perform its obligations hereunder.

b. This Waiver constitutes a legal, valid, and binding obligation of the Waiving Party, enforceable against it in accordance with its terms.

c. The execution and delivery of this Waiver and the performance of its obligations hereunder do not conflict with or violate any agreement, instrument, order, judgment, or decree to which the Waiving Party is a party or by which it is bound.

Governing Law and Jurisdiction

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

Any dispute arising out of or in connection with this Waiver, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{applicable_jurisdiction}}.

Counterparts

This Waiver 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.

Entire Agreement

This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to such subject matter.

SIGNATURES

IN WITNESS WHEREOF, the Waiving Party has executed this Waiver as of the date first above written.

___________________________

{{waiving_party_name}}

By: _______________________

Name: {{authorised_signatory_name}}

Title: {{authorised_signatory_title}}

Date: {{signature_date}}