The Parties Whose Names and Addresses

SUBJECT TO CONTRACT/CONTRACT DENIED (1 st Draft)

THE PARTIES WHOSE NAMES AND ADDRESSES ARE SET OUT IN THE FIRST SCHEDULE

[ ] LIMITED

ENTERPRISE IRELAND

SHARE SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT

Ver.1 TABLE OF CONTENTS

SECTION 1.0 - INTERPRETATION...... 4

1.1 DEFINITIONS...... 4 1.2 INTERPRETATION...... 7 SECTION 2.0 - COMPLETION...... 8

2.1 FIRST STAGE PRE-COMPLETION OBLIGATIONS...... 8 2.2 FIRST STAGE COMPLETION OBLIGATIONS...... 8 2.3 SECOND STAGE INVESTMENT GENERAL CONDITIONS...... 9 2.4 SECOND STAGE PRE-COMPLETION OBLIGATIONS...... 9 2.5 SECOND STAGE COMPLETION OBLIGATIONS...... 10 2.6 POST FIRST STAGE COMPLETION AND SECOND STAGE COMPLETION OBLIGATIONS...... 10 2.7 WAIVER OF CLAIMS...... 10 2.8 FILINGS...... 10 SECTION 3.0 - COVENANTS CONCERNING THE COMPANY...... 11

3.1 NECESSARY ACTIONS...... 11 3.2 BUSINESS OF THE COMPANY...... 11 3.3 INFORMATION...... 11 3.4 INTELLECTUAL PROPERTY...... 11 SECTION 4.0 - RESTRICTED TRANSACTIONS...... 11

4.1 RESTRICTED TRANSACTIONS...... 11 4.2 UNAPPROVED ACTIVITY...... 12 4.3 REPAYMENT OF EXISTING LOANS...... 12 SECTION 5.0 - TRANSFER, ISSUE AND TRANSMISSION OF SHARES...... 12

5.1 DEED OF ADHERENCE...... 12 5.2 RESTRICTION ON TRANSFER BY PROMOTERS...... 13 5.3 TAG ALONG RIGHTS...... 13 5.4 PRE-EMPTION ON ISSUE OF SHARES TO ENTERPRISE IRELAND:...... 13 SECTION 6.0 - WARRANTIES...... 13

6.1 GENERAL...... 13 SECTION 7.0 - GENERAL PROVISIONS...... 15

7.1 CONFLICTS...... 15 7.2 TERMINATION OF THIS AGREEMENT...... 15 7.3 BINDING ON SUCCESSORS...... 15 7.4 SURVIVAL OF OBLIGATIONS...... 15 7.5 SEVERANCE...... 15 7.6 WARRANTIES AND INDEMNITIES ON REALISATION...... 15 7.7 GOVERNING LAW AND CONSENT TO JURISDICTION...... 16 7.8 NOTICES...... 16 7.9 COUNTERPARTS...... 16 7.10 FURTHER ASSURANCE...... 16 7.11 WAIVER...... 16 FIRST SCHEDULE...... 18 PART 1 – PRE-FIRST STAGE COMPLETION SHAREHOLDING...... 18 PART 2 - POST-FIRST STAGE COMPLETION SHAREHOLDING...... 18 SECOND SCHEDULE...... 20

DEED OF ADHERENCE...... 20 THIRD SCHEDULE...... 22

2 FORM OF SOLICITOR’S CERTIFICATE...... 22

3 4 THIS AGREEMENT made the [insert date] day of [insert month] 2012

BETWEEN

PARTIES

1. THE PARTIES WHOSE NAMES AND ADDRESSES ARE SET OUT IN THE FIRST SCHEDULE (together the "Shareholders" and each "Shareholder" which expression shall include their respective personal representatives);

2. [ ] LIMITED incorporated in Ireland under company number [insert number] having its registered office at [insert registered address] (the "Company"); and

3. ENTERPRISE IRELAND having its principal office at The Plaza, East Point Business Park, Dublin 3 ("Enterprise Ireland"),

(hereinafter collectively the “parties” and each shall be a “party”).

BACKGROUND

A The Company is a private limited company incorporated in Ireland on [insert date] and now has an authorised share capital of €[insert amount] divided into [insert number] Ordinary Shares of which [insert number] Ordinary Shares have been issued and are fully paid up and are legally and beneficially owned by the parties set out in Part 2(B) of the Second Schedule. B The Subscription Monies are provided under Commission Regulation (EC) No. 1998/2006 of 15 December 2006 which sets out the rules under which de minimis aid can be provided. C The Company wishes to obtain funding to enable expansion of the Company on the basis of the Business Plan and Enterprise Ireland has agreed to subscribe for Ordinary Shares, upon and subject to the terms and conditions of this Agreement. D The Shareholders and Enterprise Ireland have agreed to enter into this Agreement for the purpose of regulating the relationship between them as holders of shares in the capital of the Company. NOW IT IS HEREBY AGREED AS FOLLOWS:

SECTION 1.0 - INTERPRETATION

1.1 Definitions

In this Agreement, the following expressions shall unless the context otherwise requires have the following meanings:

"Agreement" this agreement;

“Application” the application form submitted to Enterprise Ireland’s Competitive Start Fund on the [insert date on which CSU received application form - retrievable from ATS] by the Promoters;

“Annual Accounts” the balance sheet and profit and loss account of the

5 Company (or, if appropriate, the consolidated balance sheet and profit and loss account of the Company) including directors’ reports, cash flows and any notes thereto in a format acceptable to Enterprise Ireland;

"Articles" the articles of association of the Company;

"Asset Sale" the completion of any transaction whereby any person or group of persons purchase(s) the whole or a majority of the business and assets of the Company;

"Business Day" a day (other than a Saturday or Sunday) on which clearing banks in Ireland are open for business;

"Business Plan" the Business Plan of the Company, the key elements of which are included in the Application;

"Connected Person" in relation to a person means any other person who is connected with that person by virtue of Section 10 of the Taxes Consolidation Act 1997;

"Deed of Adherence" a deed of adherence in the form set out in the Second Schedule;

"Eligible Activity" the production of products, or the provision of a service specified in the Schedule to the Industrial Development (Services Industries) Order 2010;

"Encumbrance" any type of encumbrance or security interest of any nature and shall include, without limitation, the following;

(a) any mortgage, charge, assignment, hypothecation, pledge, lien or security interest, agreement or arrangement of any nature whatsoever having a similar effect;

(b) any option or right of pre-emption or first refusal or right to acquire or other type of preferential right (including reservation of title); (c) any guarantee, indemnity or security in respect of the obligations of any other person; (d) any rights pursuant to a hire purchase, lease or instalment purchase agreement; and (e) any adverse claim or right or third party right;

6 “Existing Loans” any loans made to the Company by a Connected Person, director or shareholder;

"First Report" a report in a format prescribed by Enterprise Ireland and signed by the Managing Director of the Company (or if there is no Managing Director, by any Director) detailing how the Subscription Monies subscribed in the First Stage Investment have been spent;

“First Stage Completion” completion of the subscription for First Stage Investment Shares provided for in this Agreement pursuant to clause 2.1 and 2.2;

“First Stage Investment” the subscription for the First Stage Investment Shares in consideration of the amount of €25,000;

“First Stage Investment a total of [insert number]1 Ordinary Shares; Shares”

"Group" the Company, any Subsidiary of the Company, any Holding Company of the Company and any Subsidiary of any such Holding Company and “Group Company” shall mean any one of them;

“Group’s Intellectual all Intellectual Property owned or used by the Group Property” in carrying on its business;

“Holding Company” shall have the meaning given to that term by Section 155 of the Companies Act 1963;

"Intellectual Property" any and all rights in any part of the world pertaining to discoveries, trade secrets, confidential business information, financial, marketing or business data, concepts, ideas and improvements to existing technology (whether or not written down or otherwise converted to tangible form), trade names, trade marks, logos, service marks, patents, patent applications, patent disclosures, designs, algorithms, database rights, goodwill, copyright(s), moral rights, know-how, reputation, get-up, computer programs and analogous property, plans, models, and all other rights in any domain names, literary, dramatic, musical and artistic works and all other forms of industrial or intellectual property (whether or not registered or registerable and to the fullest extent thereof and for the full period thereof and all extensions and renewals thereof) including any domain names, pricing and cost information, business and marketing plans and customer and supplier lists and information together with the benefit of all applications for registration thereof and all rights and interest, present and future, thereto and therein;

“Listing” the admission of any Shares to trading on the official

1 This amount should represent 5% of the total issued share capital of the Company immediately after EI’s investment.

7 list or other market of the Irish Stock Exchange Limited or the London Stock Exchange plc or on any other recognised stock exchange;

"Management Accounts" the unaudited quarterly management profit and loss accounts, balance sheet and cash flow of the Company in a format acceptable to Enterprise Ireland;

"Ordinary Shares" the Ordinary Shares of €[insert nominal value] each in the capital of the Company;

"Permitted IP Owner" the Company, any University, any Institute of Technology or any other third level research organisation;

"Promoters" [insert names of promoters] and “Promoter” shall mean any one of them;

"Realisation" an Asset Sale, Share Sale or Listing (whichever first occurs);

“Second Report” a second report in a format prescribed by Enterprise Ireland and signed by the Managing Director of the Company (or if there is no Managing Director, by any Director) detailing how the total Subscription Monies have been spent.

“Second Stage the subscription for the Second Stage Investment Completion” Shares in consideration of the amount of €25,000;

“Second Stage such number of Ordinary Shares as represent 5% of Investment Shares” the total issued share capital of the Company immediately after the Second Stage Completion;

"Shares" the Ordinary Shares and any other shares in the capital of the Company from time to time;

"Share Sale" the completion of any transaction whereby any person or group of persons Acting in Concert (as defined in the Irish Takeover Panel Act 1997 as amended) purchase(s) the whole or a majority of the issued share capital of the Company;

“Solicitor’s Certificate” a certificate furnished by a solicitor acting for the Company in the form set out on the Third Schedule;

"Subscription Monies" the monies subscribed by Enterprise Ireland pursuant to clause 2.2.1 and 2.5.1;

"Subsidiary" shall have the meaning given to that term by Section 155, Companies Act 1963;

“Unapproved Activity” (a) supplying goods or services of a pornographic nature, or which form part of the adult entertainment industry; (b) supplying a service which includes “a

8 lottery” or “Gaming”, as those terms are defined in the Gaming and Lotteries Act, 1956; or (c) supplying goods or services of a primarily military relevance;

“Warranties” the warranties listed in Section 6 of this Agreement, and “Warranty” shall be construed accordingly.

1.2 Interpretation

In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa. References to persons shall include natural persons, firms, bodies corporate, unincorporated associations and partnerships, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).

SECTION 2.0 - COMPLETION

2.1 First Stage Pre-Completion Obligations

Prior to First Stage Completion, the Shareholders shall procure that the Company:

2.1.1 adopts new articles of association which contain:

(a) the authorised share capital structure set out in Part 2(A) of the Second Schedule;

(b) a valid authorisation, for the directors of Company to issue and allot the First Stage Investment Shares and Second Stage Investment Shares in accordance with Section 20 of the Companies (Amendment) Act, 1983;

2.1.2 amends the Company’s memorandum of association to incorporate the authorised share capital structure set out in Part 2(A) of the Second Schedule (if required);

2.1.3 furnishes to Enterprise Ireland a Tax Clearance Certificate for the Company which is valid as at the date of First Stage Completion issued by the Revenue Commissioners;

2.1.4 that the Company furnishes evidence satisfactory to Enterprise Ireland (HPSU Division) that a sum of €5,000 has been invested in the Company as new cash for Ordinary Shares;

2.1.5 has full authority, power and capacity to enter into this Agreement; and

2.1.6 has taken all necessary actions to enable the Company to lawfully to enter into and perform its obligations under this Agreement (which shall constitute legal, valid, binding and enforceable obligations on the Company) including (but not limited to) obtaining all necessary waivers of pre-emption rights in respect of the allotment and issue of the First Stage Investment Shares and Second Stage Investment Shares to Enterprise Ireland.

9 2.2 First Stage Completion Obligations

2.2.1 Subject to satisfaction of the conditions precedent referred to in clause 2.1 and in reliance on the Warranties and other covenants and undertakings in this Agreement, Enterprise Ireland shall make an application to the Company for the issue to it of the First Stage Investment Shares credited as fully paid at a price of €[insert amount] per First Stage Investment Share and shall deliver to the Company at First Stage Completion a remittance in the form of a cheque in the amount of €25,000.

2.2.2 At First Stage Completion, the Shareholders shall procure that:

(a) a meeting of the board of directors of the Company is held at which:

(i) such application is accepted and the First Stage Investment Shares are allotted and issued to Enterprise Ireland in accordance with clause 2.2.1; and

(ii) this Agreement is approved for execution by the Company;

(b) the Company delivers to Enterprise Ireland:

(i) a Solicitor’s Certificate;

(ii) a share certificate in respect of the First Stage Investment Shares issued by the Company to Enterprise Ireland pursuant to this Agreement; and

(c) the Register of Members of the Company shall be written up to reflect the allotment of the First Stage Investment Shares to Enterprise Ireland.

2.2.3 Each of the Shareholders hereby irrevocably waives any pre-emption rights to which he/it may be entitled (whether under the Articles or otherwise) in respect of the allotment and issue of the First Stage Investment Shares and Second Stage Investment Shares to Enterprise Ireland.

2.3 Second Stage Investment General Conditions

2.3.1 Second Stage Completion must occur within twelve months (12) of the date hereof;

2.3.2 Second Stage Completion is at all times conditional upon Enterprise Ireland having sufficient funds available for the purpose of subscribing for the Second Stage Investment Shares. The Shareholders and the Company hereby acknowledge and agree that it is at the absolute discretion of Enterprise Ireland to determine whether or not Enterprise Ireland has sufficient funds available for the purpose of subscribing for the Second Stage Investment Shares.

10 2.4 Second Stage Pre-Completion Obligations

Prior to Second Stage Completion, the Shareholders shall procure that the Company furnishes to Enterprise Ireland:

2.4.1 a Tax Clearance Certificate for the Company which is valid as at the date of Second Stage Completion issued by the Revenue Commissioners;

2.4.2 written confirmation of any variation in the Company’s share capital structure between the First Stage Completion and Second Stage Completion;

2.4.3 the First Report and the content of such report to be to the satisfaction of Enterprise Ireland (HPSU Division); and

2.4.4 up to date Management Accounts satisfactory to Enterprise Ireland (HPSU Division).

2.5 Second Stage Completion Obligations

2.5.1 Subject to satisfaction of the conditions precedent referred to in clause 2.3 and 2.4 and in reliance on the Warranties and other covenants and undertakings in this Agreement, Enterprise Ireland shall make an application to the Company for the issue to it of the Second Stage Investment Shares, and shall deliver to the Company at Second Stage Completion a remittance in the form of a cheque in the amount of €25,000.

2.5.2 At Second Stage Completion, the Shareholders shall procure that:

(a) such application has been accepted and the Second Stage Investment Shares are allotted and issued to Enterprise Ireland in accordance with clause 2.5.1;

(b) the Company delivers to Enterprise Ireland a share certificate in respect of the Second Stage Investment Shares issued by the Company to Enterprise Ireland pursuant to this Agreement; and

(c) the Register of Members of the Company shall be written up to reflect the allotment of the Second Stage Investment Shares to Enterprise Ireland.

2.6 Post First Stage Completion and Second Stage Completion Obligations

2.6.1 The Company agrees that it shall use the Subscription Monies solely to give effect to the Business Plan.

2.6.2 The Company covenants with and undertakes to Enterprise Ireland to furnish to Enterprise Ireland the Second Report on or before the second anniversary of the date of this Agreement.

2.7 Waiver of Claims

Each of the Shareholders hereby irrevocably waives any claims against the Group, its agents and employees (other than for salary properly accrued and expenses properly incurred by them on behalf of the Company) which they may have outstanding prior to First Stage Completion.

11 2.8 Filings

The Company shall promptly after First Stage Completion and Second Stage Completion respectively (and in any event within 5 Business Days thereof) file with the Companies Registration Office all necessary returns relating to the matters set out in this Agreement (including without limitation the allotment of Shares, the adoption of amended articles of association and the amendments to the memorandum of association, where applicable).

SECTION 3.0 - COVENANTS CONCERNING THE COMPANY

3.1 Necessary Actions

Each of the Shareholders hereby covenants with Enterprise Ireland that he/it shall take all necessary actions (other than the investment of further monies) and exercise all such voting rights as he/it may from time to time have in the Company so as to procure (insofar as lies within his/its powers of procurement individually or collectively with others) that the Company shall comply in full with each of the matters set out in the succeeding clauses of this section.

3.2 Business of the Company

The Company shall carry on its business and undertaking in an efficient and businesslike manner, to its best advantage and in accordance with the Business Plan and shall ensure that any expansion or alteration in the business of the Group is carried on by the Company or a wholly owned Subsidiary.

3.3 Information

3.3.1 For so long as Enterprise Ireland holds any Shares:

(a) the Company shall keep Enterprise Ireland informed of the progress of the business of the Company and shall furnish Enterprise Ireland (whenever so required) with such reasonable particulars of any matters relating to the activities of the Company (including the use of Subscription Monies) and without prejudice to the generality of the foregoing shall submit to Enterprise Ireland's (HPSU Division):

(i) Management Accounts within three months from the end of each financial quarter of the Company; and

(ii) Annual Accounts within six months from the end of each financial year of the Company; and

(b) the Company shall furnish to Enterprise Ireland (whenever required by Enterprise Ireland) information on its sales, exports, employment, and prospects for the purpose of surveys which Enterprise Ireland may conduct or participate in from time to time.

3.4 Intellectual Property

The Company hereby covenants and undertakes to Enterprise Ireland that all Intellectual Property developed as a result of any Group Company giving effect to the Business Plan shall be the property of a Permitted IP Owner.

12 SECTION 4.0 - RESTRICTED TRANSACTIONS

4.1 Restricted Transactions

For so long as Enterprise Ireland holds any Shares, the Company (in so far as it is lawfully able to do so) and each Shareholder hereby covenants and undertakes with Enterprise Ireland that he/it shall procure (so far as is possible in the exercise of his/its rights and powers) that the Company shall not, without the prior written consent of Enterprise Ireland (which consent shall not be unreasonably withheld):

4.1.1 cease to carry on an Eligible Activity;

4.1.2 create or issue or agree to create or issue any share or loan capital or give or agree to give any option in respect of any share or loan capital;

4.1.3 redeem or buy back any Shares or give, whether directly or indirectly, any financial assistance for the purpose of or in connection with a purchase of any Shares;

4.1.4 consolidate, sub-divide or alter any of the rights attaching to any Shares or reduce its share capital or repay any amount standing to the credit of any share premium account or capital redemption reserve fund or capitalise any reserves or otherwise reorganise its share capital in any way or create any new class of shares;

4.1.5 alter the provisions of the memorandum or articles of association of the Company in any way;

4.1.6 create, agree to create or allow to subsist any Encumbrance on or over the whole or any part of its present or future undertaking or assets (including, without limitation, any of the Group’s Intellectual Property) except in the ordinary course of business and for the benefit of the Group; or

4.1.8 dispose of any shares or otherwise reduce the percentage shareholding held by it in any company nor whether by one transaction or by a number of transactions (whether related or not and whether at one time or over a period of time) sell, transfer, lease, licence or otherwise dispose of the whole or any substantial or material part of its assets (including fixed assets, freehold or leasehold property) or undertaking or any interest therein or enter into a contract to do so.

4.2 Unapproved Activity

For so long as Enterprise Ireland holds any Shares, the Company and each Shareholder hereby covenants and undertakes with Enterprise Ireland that he/it shall procure (in so far as is possible in the exercise of his/its rights and powers) that the Company shall not carry on an Unapproved Activity.

13 4.3 Repayment of Existing Loans

For so long as Enterprise Ireland holds any Shares, the Company and the Shareholders covenant with and undertake to Enterprise Ireland that Existing Loans will not be repaid for a period of two years from the date of this Agreement.

SECTION 5.0 - TRANSFER, ISSUE AND TRANSMISSION OF SHARES

5.1 Deed of Adherence

The parties hereby agree that notwithstanding any other provision of this Agreement or the Articles:

5.1.1 none of the Shareholders shall transfer any of his/its Shares; and

5.1.2 no new Shares shall be allotted and issued;

to any person who is not a party to this Agreement (a "Proposed Shareholder"), unless the Proposed Shareholder shall, prior to such acquisition, have entered into and delivered to the Company and Enterprise Ireland a Deed of Adherence. On receipt of such Deed of Adherence by the Company and Enterprise Ireland and completion of the acquisition of the Shares, the Proposed Shareholder shall be deemed for all purposes to be a party to this Agreement and to be bound by the provisions contained herein as if such party was party to this Agreement as a Shareholder.

5.2 Restriction on transfer by Promoters

Each of the Promoters hereby agrees that he shall not, without the prior written consent of Enterprise Ireland (such consent shall not be unreasonably withheld), sell, assign, transfer or otherwise dispose of or grant an Encumbrance over any of his Shares or any portion thereof or any right or interest therein now held or hereafter acquired.

5.3 Tag Along Rights

Subject to clause 5.2 and unless otherwise agreed by Enterprise Ireland, before a Promoter accepts an offer from any person (a "Buyer") for the sale of any of his Shares, he shall procure that it shall be an express term of any agreement for the sale of such Shares to the Buyer that the Buyer must if he has offered to purchase:

(a) all the Shares held by the Promoter, also offer to purchase all the Shares held by Enterprise Ireland on the same terms; or

(b) a proportion of the Shares held by the Promoter, also offer to purchase the same proportion of the Shares held by Enterprise Ireland on the same terms.

5.4 Pre-emption on issue of Shares to Enterprise Ireland:

For so long as Enterprise Ireland holds any Shares which carry rights to vote at general meetings of the Company (the “Voting Shares”), all unissued Shares and all new Shares of whatever kind except for Shares issued in connection with a share split, dividend, recapitalisation (provided that this is done on a pro rata

14 basis and has no effect on the respective proportionate shareholdings in the Company), shall on issue be offered to Enterprise Ireland in proportion as nearly as possible to the number of Voting Shares then held by them respectively.

SECTION 6.0 - WARRANTIES

6.1 General In consideration of Enterprise Ireland agreeing to enter into this Agreement and to subscribe for Ordinary Shares, each of the Promoters hereby severally represents, warrants and undertakes that each of the following statements is, on the date of signing of this Agreement, true, complete, accurate and not misleading:

6.1.1 no claims have been made and none of the Group Companies has been notified of any potential claims against any of the Group Companies by a Shareholder or any person who is a Connected Person of a Shareholder or the Company;

6.1.2 the authorised and issued share capital of the Company (including details of the legal and beneficial ownership) immediately prior to the subscription by Enterprise Ireland is set out in Part 1(A) and 1(B) of the First Schedule and such issued share capital is fully paid including any amounts payable by way of premium;

6.1.3 the authorised and issued share capital of the Company (including details of legal and beneficial ownership) immediately after the subscription by Enterprise Ireland will be as set out in Part 2 (A) and 2 (B) of the First Schedule and such issued share capital will be fully paid including any amounts payable by way of premium;

6.1.4 the issued share capital as set out in Part 1 (B) of the First Schedule is held free from all Encumbrances;

6.1.5 the Company has not granted to any person a right (whether actual or contingent) to call for the issue, allotment or transfer of any share or loan capital under any option, agreement, arrangement or other commitment and no person has notified any Group Company of any claim for entitlement to any of the foregoing and the Company is not aware of any circumstances that may give rise to any such claim;

6.1.6 the Memorandum of Association and Articles are a true copy and are accurate and complete in all respects and annexes or embodies all alterations which have been made up to the date of this Agreement;

6.1.7 none of the Group Companies or, so far as the Company is aware, any person for whose acts or defaults any of them is or may be vicariously liable is engaged in or threatened with any investigation, action, litigation, proceedings, arbitration or prosecution affecting or which could affect any Group Company. There is no such investigation, action, litigation proceedings, arbitration or prosecution pending or, so far as the Company is aware, threatened;

6.1.8 the Company is the sole and absolute legal and beneficial owner of the Group's Intellectual Property free from all Encumbrances. None of the Group Companies has assigned, licensed or transferred any of the Group’s Intellectual Property and no third party has a right to call for the

15 right to use any of the Group's Intellectual Property. So far as the Company is aware, the use by the Group of the Group’s Intellectual Property does not infringe the intellectual property rights of any other party;

6.1.5 that they will procure that the Company will provide written confirmation of any variation in the Company’s share capital structure between the First Stage Completion and Second Stage Completion;

6.1.6 that the facts set out in the Application are true and accurate.

SECTION 7.0 - GENERAL PROVISIONS

7.1 Conflicts

7.1.1 It is agreed between the parties (other than the Company) that in the case of conflict, this Agreement shall prevail over the Articles as between the Shareholders and Enterprise Ireland (but not so as to amend the Articles). If any conflict shall be established to exist the parties shall procure that a meeting of the members of the Company is convened for the purposes of passing a resolution amending the Articles so as to bring the same into harmony with the provisions hereof and the Shareholders will vote in favour of any such resolution.

7.1.2 Without prejudice to Clause 7.1.1, it is agreed between the Shareholders that in the case of conflict, this Agreement shall prevail over any other agreement regulating or purporting to regulate the relationship between the holders of Shares (but not so as to amend such agreement).

7.2 Termination of this Agreement

7.2.1 This Agreement will terminate if Enterprise Ireland and/or its assigns cease to hold any Shares.

7.2.2 Termination of this Agreement will be without prejudice to any obligations or rights of any of the parties which have accrued prior to termination.

7.3 Binding on Successors

This Agreement shall enure to the benefit of and be binding upon the respective parties hereto and their respective successors, personal representatives and in the case of Enterprise Ireland, its assigns.

7.4 Survival of Obligations

All of the provisions of this Agreement shall remain in full force and effect notwithstanding First Stage Completion and Second Stage Completion and the Warranties given hereunder shall not in any respect be extinguished or affected by First Stage Completion or Second Stage Completion.

7.5 Severance

If any provision of this Agreement is held to be illegal or unenforceable by a court or authority of competent jurisdiction, this Agreement shall be given effect to in such reduced form as shall result in it not being so illegal or unenforceable

16 and the provisions hereof shall be regarded as severable accordingly. Each of the Shareholders hereby acknowledges and agrees that all of the restrictions contained herein are reasonable and valid and hereby waive any and all defences to the strict enforcement thereof by the Company.

7.6 Warranties and Indemnities on Realisation

On the occurrence of a Realisation, each of the parties hereby agrees that Enterprise Ireland shall not be required to give any warranties and/or indemnities in connection with such Realisation other than warranties with respect to the title it holds to any Shares being sold pursuant to such Realisation and its capacity to enter into any agreements being entered into pursuant to such Realisation.

7.7 Governing Law and Consent to Jurisdiction

This Agreement shall in all respects (including in respect of its formation and its performance) be governed by and construed in accordance with the laws of Ireland. The parties to this Agreement agree to submit to the non-exclusive jurisdiction of the courts of Ireland in relation to any disputes or proceedings arising out of or in connection with this Agreement.

7.8 Notices

Any notice or other communication required or permitted to be given or made under this Agreement shall be in writing and addressed or sent as follows:

7.8.1 if to Enterprise Ireland, if by letter, to The Plaza, East Point Business Park, Dublin 3 marked for the attention of: Manager Equity Department ONLY or if by e-mail, to the following e-mail address [email protected];

7.8.2 if to the Company, if by letter, marked to the attention of [insert name], or, if by e-mail, to the following e-mail address [insert e-mail address]; and

7.8.3 if to any of the Shareholders, (i) if by letter to his/its postal address, or (ii) if by e-mail to the e-mail address (if any), specified in the First Schedule hereto;

or to such other postal address or e-mail address as any such party hereto may from time to time notify to the other parties hereto in writing in accordance with the provisions of this Agreement and any such notice shall be deemed to have been given if delivered (i) if sent by fax or by e-mail, at the time of sending, (ii) if hand delivered, at the time of delivery or (iii) if sent by pre-paid post as aforesaid 48 hours after the same shall have been posted.

7.9 Counterparts

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which when executed and delivered shall constitute an original and all such counterparts together constituting one and the same instrument. The expression “counterpart” shall include any executed copy of this Agreement transmitted by facsimile.

17 7.10 Further Assurance

At the request of Enterprise Ireland, the parties (other than the Enterprise Ireland) hereby agree that they shall (and shall procure that any other necessary parties shall) execute and do all such documents, acts and things as may reasonably be required subsequent to First Stage Completion and Second Stage Completion by Enterprise Ireland to give effect to this Agreement.

7.11 Waiver

A waiver by any party of any breach by another party of any of the terms provisions or conditions of this Agreement or the acquiescence of a party hereto in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term provision or condition or of any subsequent act contrary thereto. Any liability to any party under the provisions of this Agreement may be released, compounded or comprised by such party in its absolute discretion as regards any party or parties under such liability without in anyway prejudicing its rights against any other party or parties under the same or a like liability, whether joint and several or otherwise.

IN WITNESS whereof the parties have entered into and delivered this Agreement as a Deed on the date specified above.

18 FIRST SCHEDULE

PART 1 – PRE-FIRST STAGE COMPLETION SHAREHOLDING

Part 1(A) - Authorised Share Capital of the Company prior to First Stage Completion

AUTHORISED SHARE CAPITAL €

Represented by:

Class of Share Number of Shares

Part 1(B) - Issued Shares prior to First Stage Completion

ISSUED SHARE CAPITAL € Share Premium (if applicable) € Represented by:

Name and Address of Nominal Value and Class Number of Shares Member of Share

PART 2 - POST-FIRST STAGE COMPLETION SHAREHOLDING

Part 2(A) - Authorised Share Capital of the Company post First Stage Completion

AUTHORISED SHARE CAPITAL € Represented by:

Class of Share Number of Shares

Part 2(B) - Issued Shares post First Stage Completion

ISSUED SHARE CAPITAL € Share Premium (if applicable) € Represented by:

Name and Address of Nominal Value and Class Number of Shares Member of Share

19 Part 2(C) - Share Options post First Stage Completion

Name of Optionholder Details of Option

20 SECOND SCHEDULE

Deed of Adherence

By this Deed of Adherence We/I of [Insert Address] becoming a shareholder on the date of this Deed of [Insert name of company] (the "Company") in respect of [insert no. and class of shares] shares of €[insert nominal value of share] each in the capital of the Company (the "Shares") hereby undertakes to and covenants with the Company and each of its shareholders from the date of this Deed to comply with and to be bound by all the provisions of, and to perform all the obligations, of the Share Subscription and Shareholders Agreement dated [insert date] between [insert details of the parties] (a copy of which has been delivered to us/me and which we/I have initialled and attached hereto for identification) so far as they remain to be observed and performed in all respects as if we/I were a party to the said Share Subscription and Shareholders Agreement as a [Promoter/Shareholder].

In witness whereof we/I have executed this Deed on [Insert the date].

[delete which ever signature clause is not appropriate]

Signed and Delivered as a deed by [Insert name of new shareholder] in the presence of:

______Signature of Witness

______Name of Witness

______Occupation of Witness

______Address of Witness or

Given under the common seal of [Insert name of new shareholder] and delivered as a deed:

21 ______Signature of Witness

______Name of Witness

______Occupation of Witness

______Address of Witness

22 THIRD SCHEDULE

Form of Solicitor’s Certificate

[Headed Notepaper of Solicitor Representing the Company]

Enterprise Ireland The Plaza East Point Business Park Dublin 3

[insert date]

Matter: [insert name of investee company] Limited (the “Company")

Dear Sirs,

1. CONTEXT

We represent the Company in relation to the subscription by Enterprise Ireland for [insert no and class of First Stage Investment Shares] in the capital of the Company (the "Shares") pursuant to the Share Subscription and Shareholders Agreement dated [insert completion date] between the Shareholders (as defined in the Agreement), the Company and Enterprise Ireland (the "Agreement").

We have been asked by the Company to give Enterprise Ireland this [Opinion/Certificate] in connection with its subscription for the Shares.

2. EXAMINATION

For the purpose of this [Opinion/Certificate], we have examined the following documents only:

1. a copy of the Memorandum and Articles of Association of the Company certified by either a director or secretary of the Company, as being a true and the most up to date copy;

2. a copy of the signed board minutes of the Company relating to a meeting of the board of directors held on [insert date] approving the execution of the Agreement by the Company and the allotment of the Shares to Enterprise Ireland, certified by either a director or secretary of the Company as being a true copy;

3. the original Agreement executed by all the parties (save for Enterprise Ireland);

4. the result of searches conducted on [insert first stage completion date] against the Company at the Companies Registration Office;

5. a statement of the share capital table of the Company detailing (i) the authorised and issued share capital of the Company and (ii) the names of the shareholders of the Company and their respective shareholdings by

23 number and class, which is certified by either a director or secretary of the Company as being up to date;

6. a confirmation from a director of the Company confirming that the Company has not received any notice of strike off from the Registrar of Companies.

[insert specific details of any further documents that the solicitor for Company may have considered necessary for the giving of the Opinion/Certificate e.g minutes of shareholder meetings]

(collectively referred to as the "Documents").

3. ASSUMPTIONS

In rendering this [Opinion/Certificate] we have assumed, without responsibility on our part if any assumption is incorrect:

1. the authenticity and conformity of all the copy Documents submitted to us with the originals;

2. the genuineness of all signatures and seals on the Documents;

3. the accuracy and completeness of all the Documents, and that such Documents remain in full force and effect as at the date of entering into the Agreement by the Company and have not been amended in any way;

4. that the signed minutes of meetings of directors of the Company and of members of the Company (that comprise part of the Documents) correctly record the proceedings of those meetings, the meetings referred to in each of the minutes were duly convened and held, those present at any such meetings acted bona fide throughout and in the best interests of the Company, the resolutions set out in such minutes were duly passed and are in full force and effect and no further resolutions were passed or corporate or other action taken which would or might alter the effectiveness thereof;

5. that all representations and information given to us by or on behalf of the Company in reply to any enquiries we have made which we have considered necessary for the purpose of giving this certificate are true, correct and accurate;

6. that each of the directors of the Company were validly appointed and that all persons referred to as directors in the minutes referred to in this letter were directors at the time of the relevant board meetings;

7 that nothing has been lodged for filing on, or has appeared on the file of the Company at the Companies registration Office subsequent to the results set out in the on-line search of the Company.

4. QUALIFICATIONS AND RESERVATIONS

1. This [Opinion/Certificate] is given only to Enterprise Ireland and in connection with the Agreement. It may not be relied upon as constituting a representation or other statement to any other person or for any other

24 purpose. This certificate may not be provided or copied to any third party without our prior written consent.

2 We are solicitors of the courts of Ireland and members of the Law Society of Ireland. Accordingly our [Opinion/Certificate] is limited solely to the laws of Ireland. We express no opinion concerning the laws of any other jurisdiction.

5. CERTIFICATION

Based solely on the Documents and on the Assumptions set out in clause 3 hereof and the Qualifications and Reservations set out in clause 4 hereof we hereby [certify/are of the opinion] that:

1. The Company is a private company limited by shares and is duly incorporated under the laws of Ireland.

2. The Company has not been struck off the Register of Companies and has not received any notification of strike off from the Registrar of Companies.

3 The Company has sufficient authorised and un-issued share capital of the relevant class to allot the Shares to Enterprise Ireland.

4 The execution and delivery of the Agreement by the Company to Enterprise Ireland does not violate the most up to date Memorandum and Articles of Association of the Company.

5. The directors are authorised to issue the Shares to Enterprise Ireland and the Company has been authorised by its board of directors to execute the Agreement under seal and to issue the Shares to Enterprise Ireland.

This [Certificate/Opinion] is given as of the date hereof and we are not under any obligation to update or supplement the [Certificate/Opinion] in this letter to reflect any facts or circumstances which may come to our attention or any changes in the law that may occur, after the date of this letter, in each case.

Yours faithfully,

______[insert name of firm of Solicitors]

Note to Solicitor acting for the Company: • Please use either "certificate" or "opinion" where highlighted throughout the text. • Please do not amend the substance of the letter. • Please insert relevant text where italicised print appears.

25 SIGNED AND DELIVERED ______AS A DEED BY [insert name] IN THE PRESENCE OF: ______

SIGNED AND DELIVERED ______AS A DEED BY [insert name] IN THE PRESENCE OF: ______

GIVEN UNDER THE COMMON SEAL OF [COMPANY] AND DELIVERED AS A DEED: ______

Director

______Director

GIVEN UNDER THE SEAL OF ENTERPRISE IRELAND AND DELIVERED AS A DEED: ______

Authorised Officer

26 Dated the day of 2012

THE PARTIES WHOSE NAMES AND ADDRESSES ARE SET OUT IN THE FIRST SCHEDULE - First Part -

[ ] LIMITED - Second Part -

ENTERPRISE IRELAND - Third Part -

______SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT ______

ENTERPRISE IRELAND The Plaza East Point Business Park Dublin 3