SCHEDULE 12 FORM OF DEED OF ACCESSION DEED POLL DATED GIVEN BY: [name of new shareholder] (Intending Shareholder) IN FAVOUR OF: Every other party to the Shareholders' Agreement (as defined below) (Shareholders) THIS DEED POLL RECORDS THAT: The Intending Shareholder: proposes to hold [Ordinary Shares][Preferred Shares]; and covenants for the benefit of the other Shareholders that, from the time that the Intending Shareholder's name appears in the register of shareholders of [insert name of Company], the Intending Shareholder will be bound to the terms of the Shareholders' Agreement as if the Intending Shareholder was an original party to the Shareholders' Agreement [as an Investor][as an Other Shareholder] In this deed poll: [Ordinary the meaning given to that term Shares][Preferred Shares]has in the Shareholders' Agreement. Shareholders' Agreement means the Subscription and Shareholders' Agreement dated [date] relating to [insert name of Company] between [insert parties]. EXECUTED AND DELIVERED AS A DEED POLL
SCHEDULE 12 FORM OF DEED OF ACCESSION DEED POLL DATED GIVEN BY: [name of new shareholder] (Intending Shareholder) IN FAVOUR OF: Every other party to the Shareholders' Agreement (as defined below) (Shareholders) THIS DEED POLL RECORDS THAT: The Intending Shareholder: proposes to hold [Ordinary Shares][Preferred Shares]; and covenants for the benefit of the other Shareholders that, from the time that the Intending Shareholder's name appears in the register of shareholders of [insert name of Company], the Intending Shareholder will be bound to the terms of the Shareholders' Agreement as if the Intending Shareholder was an original party to the Shareholders' Agreement [as an Investor][as an Other Shareholder] In this deed poll: [Ordinary Shares][Preferred Shares]has the meaning given to that term in the Shareholders' Agreement. Shareholders' Agreement means the Subscription and Shareholders' Agreement dated [date] relating to [insert name of Company] between [insert parties]. EXECUTED AND DELIVERED AS A DEED POLL
Sub-Shareholders-Agreement-Pref-Ord-28685003-v-1.DOCX