RJV TECHNOLOGIES LTD SHAREHOLDERS’ AGREEMENT

Document Version: 1.0
Effective Date: January 1, 2026
Last Updated: July 2, 2025
Document Classification: Public Policy
Approval Authority: Chief Executive Officer
Review Cycle: Annual
Next Review Date: January 1, 2027
Company Registration: RJV TECHNOLOGIES LTD (Company Number: 11424986)

CHAPTER I: PRELIMINARY PROVISIONS AND FOUNDATIONAL FRAMEWORK

Article 1: Definitions and Interpretative Provisions

1.1 Fundamental Definitions

In this Agreement unless the context otherwise requires the following terms shall have the meanings assigned to them hereinafter:

“Agreement” means this Shareholders’ Agreement as amended, modified, supplemented or restated from time to time in accordance with the provisions hereof including all schedules, annexes, exhibits and appendices attached hereto and forming an integral part hereof.

“Company” means RJV Technologies Limited a company incorporated under the laws of England and Wales with company registration number 11424986 having its registered office at 21 Lipton Road, London, E1 0LJ and includes any successor entity resulting from merger, consolidation, reorganization or similar transaction.

“Shareholders” means collectively all persons who are holders of Shares from time to time whether as original subscribers, transferees, assignees or successors in title and “Shareholder” means any one of them individually.

“Shares” means the ordinary shares in the capital of the Company having the rights, preferences, privileges, restrictions and limitations set forth in the Articles of Association and includes any shares issued in substitution therefor or in exchange thereof whether through stock splits, stock dividends, recapitalizations, reclassifications or similar transactions.

“Articles of Association” or “Articles” means the articles of association of the Company as amended from time to time, which shall be consistent with and subordinate to the provisions of this Agreement.

“Board of Directors” or “Board” means the board of directors of the Company constituted in accordance with the Articles of Association and this Agreement acting collectively in their capacity as directors.

“Director” means a member of the Board of Directors appointed in accordance with the provisions of this Agreement and the Articles of Association.

“Intellectual Property Rights” means all forms of intellectual property rights wherever in the world whether registered or unregistered including but not limited to patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, know how, inventions, processes, formulae, source and object codes, data, programs, other works of authorship, moral rights, mask work rights, rights in designs, database rights and all other intellectual property rights in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Technology Assets” means all technology, technical information, technical data, research, development work, inventions, processes, formulae, know how, designs, drawings, engineering, hardware configuration information, software, source code, object code, documentation, technical specifications and any other technology related assets owned, developed or acquired by the Company.

“Confidential Information” means all non public, proprietary or confidential information relating to the Company, its business, operations, technology, financial condition, prospects, customers, suppliers, employees or affairs regardless of the form in which such information is communicated or maintained.

“Transfer” means any sale, assignment, gift, pledge, hypothecation, mortgage, charge, security interest, encumbrance, transfer, conveyance, disposition or other dealing with Shares whether voluntary or involuntary by operation of law or otherwise and includes any agreement to effect any of the foregoing.

“Permitted Transfer” means a Transfer that is specifically authorized under the provisions of this Agreement without requiring compliance with the general transfer restrictions set forth herein.

“Tag-Along Rights” means the rights of minority Shareholders to participate in certain sales of Shares by majority Shareholders on the terms and conditions set forth in this Agreement.

“Drag-Along Rights” means the rights of majority Shareholders to require minority Shareholders to participate in certain sales of Shares on the terms and conditions set forth in this Agreement.

“Pre-emptive Rights” means the rights of existing Shareholders to subscribe for new Shares before they are offered to third parties, on the terms and conditions set forth in this Agreement.

“Valuation Date” means the date as of which the fair market value of Shares is determined for purposes of any transaction contemplated under this Agreement.

“Fair Market Value” means the price per Share that would be paid by a willing buyer to a willing seller in an arm’s length transaction determined in accordance with the valuation procedures set forth in this Agreement.

“Good Leaver” means a Shareholder whose relationship with the Company terminates under circumstances defined as constituting good leaver status under this Agreement.

“Bad Leaver” means a Shareholder whose relationship with the Company terminates under circumstances defined as constituting bad leaver status under this Agreement.

“Key Person” means any Shareholder or employee of the Company who is designated as such by the Board of Directors due to their critical importance to the Company’s operations, technology development or business success.

“Competing Business” means any business, venture or activity that competes directly or indirectly with the business of the Company as conducted from time to time.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that individually or in the aggregate has a material adverse effect on the business, operations, properties, condition (financial or otherwise) or prospects of the Company.

1.2 Interpretative Provisions

In this Agreement unless the context otherwise requires:

(a) references to the singular include the plural and vice versa and references to one gender include all genders;

(b) references to persons include individuals, corporations, partnerships, trusts, unincorporated associations, governmental authorities and other entities;

(c) references to any statute, regulation or other law include all amendments, modifications, replacements and reenactments thereof;

(d) references to currency mean lawful currency of the United Kingdom unless otherwise specified;

(e) headings are included for convenience only and shall not affect the interpretation of this Agreement;

(f) the terms “include”, “includes” and “including” are not limiting and mean “include without limitation”, “includes without limitation” and “including without limitation” respectively;

(g) references to Articles, Sections, subsections, clauses, schedules and exhibits mean the Articles, Sections, subsections, clauses, schedules and exhibits of this Agreement;

(h) the word “or” is not exclusive and has the meaning “and/or”;

(i) time periods shall be calculated in accordance with the laws of England and Wales;

(j) references to writing include printing, typing, lithography, photography and other modes of representing words in visible form including electronic communication where permitted;

(k) accounting terms shall be interpreted in accordance with generally accepted accounting principles consistently applied;

(l) mathematical calculations shall be made to the nearest whole number unless otherwise specified.

Article 2: Parties to the Agreement and Recitals

2.1 Identification of Parties

This Agreement is entered into between and among:

(a) RJV Technologies Limited a company incorporated under the laws of England and Wales (the “Company“);

(b) The individuals and entities who are Shareholders of the Company as of the Effective Date as identified in Schedule A attached hereto (the “Original Shareholders“) and

(c) Any additional persons who become Shareholders of the Company after the Effective Date and execute a joinder agreement to become bound by the terms of this Agreement (the “Additional Shareholders“).

2.2 Recitals and Background

WHEREAS the Company has been incorporated for the purpose of developing, manufacturing, marketing and commercializing advanced technology solutions in the fields of information technology, telecommunications, artificial intelligence, machine learning, data analytics, cybersecurity and related technological domains;

WHEREAS the Shareholders have made or will make capital contributions to the Company and have received or will receive Shares in consideration thereof;

WHEREAS the success of the Company depends critically upon the continued participation, expertise and commitment of the Shareholders, particularly those who are actively involved in the management and operations of the Company;

WHEREAS the Shareholders recognize that their respective interests in the Company represent valuable assets that require protection through appropriate governance mechanisms, transfer restrictions and exit provisions;

WHEREAS the Shareholders desire to establish a comprehensive framework for their ongoing relationship as shareholders of the Company including provisions governing the management and control of the Company, the transfer of Shares, the protection of minority Shareholder rights and the resolution of disputes;

WHEREAS the Shareholders acknowledge that the Company’s business involves the development and commercialization of valuable Intellectual Property Rights and Technology Assets that require protection and proper management;

WHEREAS the Shareholders recognize the importance of maintaining confidentiality regarding the Company’s proprietary information and trade secrets;

WHEREAS the parties desire to ensure compliance with applicable laws and regulations in all jurisdictions where the Company operates or may operate in the future;

NOW THEREFORE in consideration of the mutual covenants, agreements, representations and warranties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties agree as follows:

CHAPTER II: CORPORATE GOVERNANCE AND MANAGEMENT STRUCTURE

Article 3: Board of Directors Composition and Powers

3.1 Board Composition and Appointment Rights

The Board of Directors shall consist of such number of Directors as may be determined from time to time by resolution of the Shareholders, provided that the Board shall consist of not fewer than three (3) nor more than nine (9) Directors.

The composition of the Board shall reflect the ownership structure of the Company and ensure appropriate representation of all significant Shareholder constituencies.

Subject to the provisions of the Articles of Association and applicable law, the Shareholders shall have the right to appoint Directors to the Board in accordance with the following provisions:

(a) Majority Shareholder Appointment Rights: Any Shareholder or group of Shareholders holding collectively more than fifty percent (50%) of the outstanding Shares shall have the right to appoint a majority of the Directors to the Board, provided that such appointment rights shall be exercised in a manner that ensures appropriate representation of minority Shareholders.

(b) Minority Shareholder Protection: Notwithstanding the foregoing, any Shareholder or group of Shareholders holding collectively more than twenty-five percent (25%) but less than fifty percent (50%) of the outstanding Shares shall have the right to appoint at least one (1) Director to the Board.

(c) Independent Director Requirements: The Board shall include at least one (1) independent Director who is not affiliated with any Shareholder and who meets the independence criteria established by recognized corporate governance standards.

(d) Founder Director Rights: If any of the original founders of the Company remain as Shareholders, such founder Shareholders shall collectively have the right to appoint at least one (1) Director to the Board, regardless of their percentage ownership, provided that their collective ownership does not fall below ten percent (10%) of the outstanding Shares.

3.2 Director Qualifications and Responsibilities

Each Director appointed to the Board must satisfy the following minimum qualifications:

(a) possess the legal capacity to serve as a director under applicable law;

(b) have relevant experience, expertise or qualifications that contribute to the effective governance and strategic direction of the Company;

(d) not be subject to any disqualification orders or similar restrictions;

(e) commit to acting in the best interests of the Company and all Shareholders rather than solely representing the interests of the Shareholder who appointed such Director.

Each Director shall have the following responsibilities and obligations:

(a) to exercise their powers and discharge their duties in good faith and in the best interests of the Company;

(b) to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

(d) to disclose any conflicts of interest promptly upon becoming aware of such conflicts;

(e) to attend Board meetings regularly and participate actively in Board deliberations;

(f) to keep themselves informed about the Company’s business, operations and financial condition.

3.3 Board Powers and Authority

The Board of Directors shall have full power and authority to manage and direct the business and affairs of the Company subject to the limitations set forth in this Agreement, the Articles of Association and applicable law.

Without limiting the generality of the foregoing the Board shall have the power and authority to:

(a) determine the strategic direction and business plan of the Company;

(b) approve annual budgets, business plans and major capital expenditures;

(d) approve significant contracts, agreements and transactions;

(e) declare dividends and other distributions to Shareholders;

(f) authorize the issuance of additional Shares or other securities;

(g) approve mergers, acquisitions, dispositions and other extraordinary transactions;

(h) establish committees and delegate appropriate authority to such committees;

(i) adopt and amend corporate policies and procedures;

(j) oversee the Company’s compliance with applicable laws and regulations.

3.4 Board Meeting Procedures

Regular meetings of the Board shall be held at least quarterly with additional meetings called as necessary.

Special meetings may be called by the Chairman of the Board, the Chief Executive Officer or by any two (2) Directors upon reasonable notice to all Directors.

Notice of Board meetings shall be given to all Directors at least seven (7) days prior to the meeting date except in cases of emergency where shorter notice may be given.

Such notice shall specify the time, place and agenda for the meeting.

A quorum for Board meetings shall consist of a majority of the Directors then in office.

Decisions of the Board shall be made by majority vote of the Directors present at a meeting at which a quorum is present except for Reserved Matters which shall require the approval specified in Article 4 below.

Directors may participate in Board meetings by telephone, video conference or other electronic means provided that all participants can hear and communicate with each other throughout the meeting.

Minutes of all Board meetings shall be prepared and maintained as part of the Company’s corporate records.

Such minutes shall include a record of all resolutions passed and shall be made available to all Directors and Shareholders upon request.

Article 4: Reserved Matters and Shareholder Consent Requirements

4.1 Definition and Scope of Reserved Matters

Certain matters of fundamental importance to the Company and its Shareholders shall be designated as “Reserved Matters” and shall require the prior written consent of Shareholders holding not less than seventy five percent (75%) of the outstanding Shares or such other percentage as may be specified below for particular matters.

4.2 Reserved Matters Requiring Seventy Five Percent (75%) Shareholder Approval

The following matters shall constitute Reserved Matters requiring the prior written consent of Shareholders holding not less than seventy five percent (75%) of the outstanding Shares:

(a) any amendment to the Articles of Association or this Agreement;

(b) any change in the nature of the Company’s business or commencement of any new line of business that represents a material departure from the Company’s current business activities;

(d) any sale, transfer, lease or other disposition of all or substantially all of the assets of the Company;

(e) the voluntary liquidation, dissolution or winding up of the Company;

(f) any transaction or series of related transactions with a value exceeding twenty five percent (25%) of the Company’s total assets or annual revenue;

(g) the incurrence of indebtedness exceeding an aggregate amount of £5,000 or the provision of guarantees or indemnities exceeding such amount;

(h) the creation, allotment or issuance of any Shares or securities convertible into or exchangeable for Shares other than pursuant to employee incentive plans previously approved by the Shareholders;

(i) the payment of any dividend or other distribution to Shareholders except for distributions made pro rata to all Shareholders in accordance with their respective shareholdings;

(j) any related party transaction involving consideration exceeding £5,000;

(k) the appointment or removal of the Company’s auditors;

(l) any material change in the Company’s accounting policies or procedures;

(m) the adoption, amendment or termination of any employee benefit plan or compensation arrangement for executive officers;

(n) the establishment of any subsidiary or the acquisition of any interest in another entity;

(o) any decision to cease carrying on the Company’s business or any material part thereof.

4.3 Reserved Matters Requiring Unanimous Shareholder Approval

The following matters shall require the unanimous written consent of all Shareholders:

(a) any change in the rights, preferences, privileges or restrictions of any class of Shares;

(b) any action that would materially and adversely affect the rights of any Shareholder under this Agreement;

(c) any amendment to the provisions of this Agreement relating to transfer restrictions, tag along rights, drag along right or pre emptive rights;

(d) any decision to admit a new Shareholder to this Agreement (other than pursuant to Permitted Transfers);

(e) any waiver of compliance with the transfer restrictions set forth in this Agreement.

4.4 Procedure for Obtaining Shareholder Consent

When Shareholder consent is required for any Reserved Matter the following procedure shall be followed:

(a) The Board or any Shareholder may propose a Reserved Matter for Shareholder consideration by providing written notice to all Shareholders setting forth the details of the proposed action and the reasons therefor.

(b) Shareholders shall have a period of thirty (30) days from receipt of such notice to consider the proposed action and provide their written consent or objection.

(c) If the required level of Shareholder consent is obtained within the thirty (30) day period the proposed action may proceed.

(d) If the required level of consent is not obtained the proposed action shall not proceed unless subsequently approved in accordance with these provisions.

(e) Any Shareholder consent may be obtained through written resolution, electronic communication, or at a duly convened meeting of Shareholders.

CHAPTER III: SHARE CAPITAL STRUCTURE AND RIGHTS

Article 5: Authorized Share Capital and Share Rights

5.1 Authorized Share Capital

The authorized share capital of the Company shall be as set forth in the Articles of Association is divided into ordinary shares of such nominal value as specified therein.

The Company may from time to time is subject to the provisions of this Agreement and applicable law, increase its authorized share capital by the creation of new shares.

5.2 Rights Attaching to Shares

Each Share shall carry the following rights and privileges:

(a) Voting Rights: Each Share shall carry the right to one (1) vote on all matters submitted to a vote of Shareholders except as otherwise provided in this Agreement or the Articles of Association.

(b) Dividend Rights: Subject to the provisions of this Agreement relating to Reserved Matters, each Share shall carry the right to receive dividends and other distributions declared by the Board on a pro rata basis according to the number of Shares held.

(c) Liquidation Rights: Upon liquidation, dissolution or winding up of the Company each Share shall carry the right to participate in the distribution of the Company’s assets on a pro rata basis according to the number of Shares held, after payment of all debts and liabilities of the Company.

(d) Pre-emptive Rights: Each Share shall carry preemptive rights as set forth in Article 8 of this Agreement.

(e) Information Rights: Each Share shall carry the right to receive information about the Company as set forth in Article 9 of this Agreement.

(f) Transfer Rights: Each Share shall be subject to the transfer restrictions and rights set forth in Articles 10 through 13 of this Agreement.

5.3 Share Certificates and Register

The Company shall maintain a register of Shareholders in accordance with applicable law and such register shall be prima facie evidence of the matters recorded therein.

Share certificates may be issued to evidence ownership of Shares and such certificates shall contain appropriate legends referring to the transfer restrictions and other provisions of this Agreement.

5.4 Restrictions on Share Rights

Notwithstanding the rights set forth above the exercise of certain rights may be restricted in the following circumstances:

(a) Default Situations: If a Shareholder is in material breach of this Agreement the Board may by resolution restrict such Shareholder’s voting rights and right to receive dividends until such breach is cured.

(b) Transfer Restrictions: The rights to transfer Shares are subject to the comprehensive transfer restrictions set forth in Articles 10 through 13 of this Agreement.

(c) Competing Business Restrictions: Shareholders who are engaged in Competing Business may have their voting rights restricted on matters relating to such competing activities.

Article 6: Employee Share Ownership Plans

6.1 Establishment of Employee Incentive Plans

The Company may upon approval by Shareholders holding not less than sixty percent (60%) of the outstanding Shares, establish one or more employee share ownership plans, stock option plans or other equity incentive arrangements (collectively “Employee Plans“) for the benefit of employees, directors, consultants and advisors of the Company.

6.2 Design Principles for Employee Plans

Any Employee Plans established by the Company shall be designed in accordance with the following principles:

(a) Alignment of Interests: The plans shall be structured to align the interests of participants with the long term success and growth of the Company and the interests of Shareholders.

(b) Performance Based Vesting: Equity awards shall generally be subject to performance based vesting criteria tied to individual performance, Company performance or achievement of specific milestones.

(c) Retention Focus: The vesting schedules and terms of equity awards shall be designed to encourage long term retention of key employees and contributors.

(d) Dilution Management: The aggregate number of Shares reserved for issuance under all Employee Plans shall not exceed fifteen percent (15%) of the Company’s issued share capital from time to time unless approved by Shareholders holding not less than seventy five percent (75%) of the outstanding Shares.

6.3 Administration of Employee Plans

Employee Plans shall be administered by a compensation committee of the Board or in the absence of such committee by the Board directly.

The administrator shall have discretionary authority to:

(a) select participants in the Employee Plans;

(b) determine the type, size and terms of equity awards;

(d) interpret the terms of the Employee Plans and individual awards;

(e) make determinations regarding the satisfaction of vesting conditions;

(f) take such other actions as may be necessary or appropriate for the administration of the Employee Plans.

6.4 Leaver Provisions for Employee Plans

Employee Plans shall include comprehensive leaver provisions that address the following situations:

(a) Good Leaver Situations: In the event that a participant’s employment or engagement with the Company terminates due to death, disability, redundancy or termination without cause such participant shall be treated as a Good Leaver and shall retain vested equity awards and may be permitted to exercise vested options for a specified period.

(b) Bad Leaver Situations: In the event that a participant’s employment or engagement terminates due to resignation without good reason, termination for cause, material breach of duties or engagement in Competing Business such participant shall be treated as a Bad Leaver and shall forfeit all unvested equity awards and may be required to sell vested Shares back to the Company at fair market value or a discount thereto.

(c) Change of Control Provisions: Employee Plans may include provisions for accelerated vesting or other adjustments to equity awards in connection with a change of control of the Company.

CHAPTER IV: CAPITAL RAISING AND PRE-EMPTIVE RIGHTS

Article 7: Future Capital Raising Activities

7.1 Authority for Capital Raising

The Company may from time to time raise additional capital through the issuance of new Shares, debt securities, convertible instruments or other forms of financing subject to the provisions of this Agreement and applicable law.

Any decision to raise capital shall be made by the Board is subject to the Reserved Matter provisions set forth in Article 4.

7.2 Permitted Capital Raising Activities

The following capital raising activities may be undertaken by the Company without triggering the preemptive rights set forth in Article 8:

(a) Employee Incentive Issuances: The issuance of Shares pursuant to Employee Plans previously approved by the Shareholders.

(b) Conversion and Exercise: The issuance of Shares upon conversion of convertible securities or exercise of warrants or options previously issued by the Company.

(c) Strategic Partnership Issuances: The issuance of Shares to strategic partners, customers, suppliers or other business partners in connection with joint ventures, strategic alliances or commercial transactions provided that such issuances are approved by Shareholders holding not less than sixty percent (60%) of the outstanding Shares.

(d) Acquisition Currency: The issuance of Shares as consideration for acquisitions of businesses, assets or securities of other entities.

7.3 Valuation and Pricing for New Issuances

When the Company issues new Shares to third parties, the price per Share shall be determined based on the Fair Market Value of the Shares as of the date of issuance, determined in accordance with the valuation procedures set forth in Article 15.

The Board shall obtain an independent valuation if the proposed issuance price differs materially from recent transaction prices or if any Shareholder holding more than ten percent (10%) of the outstanding Shares requests such valuation.

7.4 Use of Proceeds

The proceeds from any capital raising activities shall be used for legitimate business purposes of the Company including but not limited to:

(a) funding research and development activities;

(b) expanding operations and market presence;

(d) enhancing the Company’s Technology Assets and Intellectual Property Rights;

(e) providing working capital for general corporate purposes;

(f) repaying indebtedness of the Company.

Article 8: Pre emptive Rights

8.1 General Pre-emptive Rights

Subject to the exceptions set forth below whenever the Company proposes to issue any new Shares or securities convertible into or exchangeable for Shares (collectively “New Securities“) the Company shall first offer such New Securities to existing Shareholders on a pro rata basis in accordance with their respective shareholdings.

8.2 Pre-emptive Rights Procedure

The preemptive rights procedure shall be as follows:

(a) Offer Notice: The Company shall provide written notice (the “Offer Notice“) to all Shareholders of its intention to issue New Securities.

The Offer Notice shall specify:

(i) the number and type of New Securities to be issued;

(ii) the price per security and other terms of the proposed issuance;

(iii) the intended use of proceeds from the issuance;

(iv) the deadline for Shareholders to exercise their preemptive rights which shall be not less than twenty one (21) days from the date of the Offer Notice.

(b) Exercise of Preemptive Rights: Each Shareholder may exercise their preemptive rights by providing written notice to the Company within the specified deadline indicating the number of New Securities they wish to purchase.

(c) Over-Subscription Rights: If any Shareholder does not exercise their preemptive rights in full the remaining New Securities shall be offered to the other Shareholders who exercised their rights in full on a pro rata basis according to their respective shareholdings.

(d) Third Party Issuance: Any New Securities not subscribed for by Shareholders pursuant to their preemptive rights and over subscription rights may be issued to third parties provided that:

(i) such issuance occurs within ninety (90) days of the expiration of the preemptive rights period;

(ii) the price and terms offered to third parties are no more favourable than those offered to Shareholders and

(iii) the aggregate number of New Securities issued to third parties does not exceed the number offered to but not subscribed for by Shareholders.

8.3 Exceptions to Preemptive Rights

Preemptive rights shall not apply to the following issuances:

(a) Shares issued pursuant to Employee Plans;

(b) Shares issued upon conversion of convertible securities or exercise of warrants or options;

(d) Shares issued as consideration for acquisitions provided such issuances are approved by the Board and do not exceed ten percent (10%) of the Company’s issued share capital;

(e) Shares issued to strategic investors, provided such issuances are approved by Shareholders holding not less than seventy five percent (75%) of the outstanding Shares.

8.4 Consequences of Preemptive Rights Exercise

Shareholders who exercise their preemptive rights shall:

(a) pay the subscription price for the New Securities in accordance with the payment terms specified in the Offer Notice;

(b) execute such subscription agreements and other documents as may be reasonably required by the Company;

(d) have the same rights and obligations with respect to the New Securities as they have with respect to their existing Shares.

CHAPTER V: INFORMATION RIGHTS AND REPORTING OBLIGATIONS

Article 9: Shareholder Information Rights

9.1 Annual Reporting Requirements

The Company shall provide to each Shareholder the following information on an annual basis:

(a) Audited Financial Statements: Annual audited financial statements of the Company including balance sheet, profit and loss account, cash flow statement and statement of changes in equity prepared in accordance with applicable accounting standards and accompanied by the auditor’s report.

(b) Annual Report: A comprehensive annual report containing:

(i) a detailed review of the Company's business activities and performance during the fiscal year;

(ii) analysis of financial results and key performance indicators;

(iii) discussion of significant developments, achievements and challenges;

(iv) overview of the Company's strategic priorities and outlook for the following year;

(v) information regarding the Company's Technology Assets and Intellectual Property Rights;

(vi) details of any material contracts, transactions or commitments;

(vii) disclosure of related party transactions;

(viii) information regarding employee headcount, key hires and organizational changes.

(c) Management Accounts: Quarterly management accounts showing the Company’s financial position and performance including comparison to budget and prior year figures.

9.2 Quarterly Reporting Requirements

The Company shall provide to each Shareholder the following information on a quarterly basis:

(a) unaudited financial statements for the quarter including balance sheet, profit and loss account and cash flow statement;

(b) management commentary on quarterly performance including analysis of key metrics and variances from budget;

(d) summary of significant business developments during the quarter;

(e) information regarding any material contracts entered into or negotiations in progress;

(f) update on employee headcount and key personnel changes;

(g) analysis of competitive position and market developments;

(h) cash flow forecast for the following twelve months.

9.3 Special Information Rights for Significant Shareholders

Shareholders holding more than ten percent (10%) of the outstanding Shares shall be entitled to the following additional information rights:

(a) Board Meeting Materials: Access to Board meeting agendas, papers and minutes, subject to appropriate confidentiality restrictions.

(b) Budget and Business Plan: Annual budget and business plan including detailed financial projections, strategic initiatives and capital expenditure plans.

(c) Management Presentations: Access to management presentations to the Board or other Shareholders regarding the Company’s performance, strategy or prospects.

(d) Inspection Rights: The right to inspect the Company’s books and records during normal business hours upon reasonable notice subject to confidentiality restrictions.

(e) Management Access: The right to meet with senior management on a quarterly basis to discuss the Company’s performance and prospects.

9.4 Technology and Intellectual Property Reporting

Given the technology focused nature of the Company’s business, the Company shall provide specialized reporting on its Technology Assets and Intellectual Property Rights including:

(a) Patent Portfolio Report: Annual report on the Company’s patent portfolio including new applications filed, patents granted and patent prosecution status.

(b) Technology Development Update: Quarterly updates on research and development activities including progress on key projects, technology milestones achieved and future development plans.

(c) Intellectual Property Strategy: Annual review of the Company’s intellectual property strategy including plans for protection, commercialization and enforcement of intellectual property rights.

(d) Technology Risk Assessment: Annual assessment of technology related risks including cybersecurity threats, technology obsolescence risks and competitive technology developments.

9.5 Confidentiality and Use Restrictions

All information provided to Shareholders pursuant to this Article shall be treated as Confidential Information and shall be subject to the confidentiality provisions set forth in Article 17.

Shareholders shall not use such information for any purpose other than monitoring their investment in the Company and fulfilling their obligations as Shareholders.

CHAPTER VI: TRANSFER RESTRICTIONS AND MECHANISMS

Article 10: General Transfer Restrictions

10.1 Prohibition on Unrestricted Transfers

No Shareholder may Transfer any Shares except in accordance with the provisions of this Agreement.

Any attempted Transfer of Shares in violation of this Agreement shall be void and of no effect and the Company shall not register or recognize any such Transfer.

10.2 Permitted Transfers

Notwithstanding the general prohibition set forth above, the following Transfers shall be permitted without compliance with the procedures set forth in Articles 11 and 12 (each a “Permitted Transfer“):

(a) Transfers to Affiliates: A Shareholder may Transfer Shares to any entity that directly or indirectly controls is controlled by or is under common control with such Shareholder provided that such transferee executes a joinder agreement to become bound by this Agreement.

(b) Family Transfers: An individual Shareholder may Transfer Shares to immediate family members (spouse, children, parents, siblings) or to trusts established for the benefit of such family members provided that such transferee executes a joinder agreement.

(c) Estate Transfers: Transfers by operation of law upon death, disability or incompetency of a Shareholder to executors, administrators, trustees or beneficiaries provided that such transferees execute joinder agreements.

(d) Corporate Reorganizations: Transfers in connection with internal corporate reorganizations, mergers or similar transactions involving a Shareholder entity provided that the ultimate beneficial ownership remains substantially unchanged.

(e) Pledges for Financing: The creation of security interests in Shares to secure bona fide financing arrangements provided that any enforcement of such security interests shall be subject to the transfer restrictions herein.

10.3 Conditions for Permitted Transfers

All Permitted Transfers shall be subject to the following conditions:

(a) the transferor shall provide thirty (30) days prior written notice to the Company and all other Shareholders;

(b) the transferee shall execute a joinder agreement in form and substance satisfactory to the Company;

(d) the Transfer shall not violate any applicable laws or regulations;

(e) the transferor shall remain liable for any breaches of this Agreement occurring prior to the Transfer.

Article 11: Right of First Refusal

11.1 Application of Right of First Refusal

Except for Permitted Transfers any Shareholder who desires to Transfer Shares (the “Transferring Shareholder“) must first comply with the right of first refusal procedures set forth in this Article.

11.2 Offer Notice Requirements

The Transferring Shareholder shall provide written notice (the “Transfer Notice“) to the Company and all other Shareholders of their intention to Transfer Shares.

The Transfer Notice shall include:

(a) the number and class of Shares to be transferred;

(b) the identity of the proposed transferee;

(d) copies of all agreements and documents relating to the proposed Transfer;

(e) certification that the proposed Transfer is not a Permitted Transfer;

(f) such other information as may be reasonably requested by the Company.

11.3 Company’s Right of First Refusal

The Company shall have the first right to purchase the Shares subject to the proposed Transfer on the same terms and conditions set forth in the Transfer Notice.

The Company may exercise this right by providing written notice to the Transferring Shareholder within thirty (30) days of receipt of the Transfer Notice.

11.4 Shareholders’ Right of First Refusal

If the Company does not exercise its right of first refusal the other Shareholders shall have the right to purchase the Shares on a pro rata basis according to their respective shareholdings.

Such Shareholders may exercise this right by providing written notice to the Transferring Shareholder within fifteen (15) days after the expiration of the Company’s right of first refusal period.

11.5 Completion of Right of First Refusal Purchase

If the right of first refusal is exercised, the purchase shall be completed within sixty (60) days of the exercise notice with payment made in the same form and on the same terms as specified in the Transfer Notice.

11.6 Third Party Transfer

If neither the Company nor other Shareholders exercise their rights of first refusal, the Transferring Shareholder may proceed with the Transfer to the proposed third party transferee, provided that:

(a) the Transfer is completed within ninety (90) days of the expiration of the right of first refusal periods;

(b) the terms of the Transfer are no more favorable to the transferee than those offered to the Company and Shareholders;

Article 12: Tag Along Rights

12.1 Triggering Events for Tag-Along Rights

If any Shareholder or group of Shareholders acting in concert proposes to Transfer Shares representing thirty percent (30%) or more of the outstanding Shares to a third party (a “Major Transfer“) the other Shareholders shall have tag along rights as set forth in this Article.

12.2 Tag Along Notice

The Shareholders proposing the Major Transfer (the “Selling Shareholders“) shall provide written notice to all other Shareholders (the “Tag Along Shareholders“) at least sixty (60) days prior to the proposed Transfer.

Such notice shall include:

(a) details of the proposed Transfer including price and terms;

(b) identity of the proposed purchaser;

(d) the deadline for Tag Along Shareholders to exercise their tag along rights.

12.3 Exercise of Tag Along Rights

Each Tag Along Shareholder may elect to participate in the Major Transfer by selling a portion of their Shares on the same terms and conditions.

The number of Shares each Tag-Along Shareholder may sell shall be calculated on a pro rata basis to ensure that each participating Shareholder sells the same percentage of their holdings.

12.4 Modification of Major Transfer

If Tag-Along Shareholders elect to participate, the Selling Shareholders shall use reasonable efforts to modify the terms of the Major Transfer to include the Tag Along Shares.

If the proposed purchaser is unwilling to purchase the additional Shares the Selling Shareholders may either:

(a) abandon the proposed Transfer or

(b) reduce the number of Shares they are selling to accommodate the Tag Along Shareholders on a pro rata basis.

Article 13: Drag Along Rights

13.1 Triggering Events for Drag Along Rights

Shareholders holding collectively more than seventy five percent (75%) of the outstanding Shares (the “Majority Shareholders“) may exercise drag along rights to require all other Shareholders (the “Minority Shareholders“) to participate in a sale of the Company under the circumstances set forth in this Article.

13.2 Conditions for Drag Along Rights

Drag along rights may be exercised only if:

(a) the proposed transaction involves the sale of all or substantially all of the Company’s assets or business;

(b) the transaction has been approved by the Board of Directors;

(d) the consideration offered represents fair market value for the Company;

(e) all Shareholders will receive the same per-Share consideration.

13.3 Drag Along Notice and Procedure

The Majority Shareholders may exercise drag along rights by providing written notice to all Minority Shareholders at least ninety (90) days prior to the proposed transaction.

The notice shall include complete details of the transaction and shall require Minority Shareholders to participate in the sale.

13.4 Protections for Minority Shareholders

Minority Shareholders dragged along in a transaction shall be entitled to:

(a) the same representations, warranties and indemnifications as the Majority Shareholders;

(b) proportional limitation on their liability for breaches of representations and warranties;

(d) reimbursement of reasonable legal and advisory fees incurred in connection with the transaction.

CHAPTER VII: VALUATION AND EXIT MECHANISMS

Article 14: Company Valuation Procedures

14.1 Valuation Methodology

When a valuation of the Company or its Shares is required under this Agreement the Fair Market Value shall be determined using appropriate valuation methodologies, including:

(a) discounted cash flow analysis based on projected future cash flows;

(b) comparable company analysis using market multiples of similar businesses;

(d) asset-based valuation methods where appropriate;

(e) other generally accepted valuation methodologies applicable to technology companies.

14.2 Independent Valuation Process

If Shareholders disagree on valuation or if required by this Agreement an independent valuation shall be conducted by a qualified valuation expert selected in accordance with the following procedure:

(a) the parties shall attempt to agree on a single valuation expert within thirty (30) days;

(b) if no agreement is reached each side shall appoint one valuation expert and those two experts shall select a third expert;

(d) the costs of valuation shall be shared equally among the parties requesting the valuation.

14.3 Factors Affecting Valuation

The valuation shall take into account all relevant factors including:

(a) the Company’s financial performance and prospects;

(b) the value of the Company’s Technology Assets and Intellectual Property Rights;

(d) the Company’s competitive position;

(e) the quality and depth of management;

(f) any restrictions on the marketability of the Shares.

Article 15: Exit Mechanisms and Liquidity Options

15.1 Initial Public Offering

The Company may pursue an initial public offering (IPO) of its Shares subject to approval by Shareholders holding not less than sixty percent (60%) of the outstanding Shares. In connection with an IPO:

(a) the Company shall use reasonable efforts to ensure that all Shareholders have the opportunity to sell Shares in the offering;

(b) any lock up agreements required by underwriters shall apply equally to all Shareholders;

15.2 Strategic Sale

The Company may be sold to a strategic acquirer through a merger, acquisition or similar transaction subject to the drag along rights set forth in Article 13 and approval by Shareholders as a Reserved Matter.

15.3 Management Buyout

The Company’s management team may propose to acquire the Company through a management buyout provided that:

(a) the proposed transaction is approved by independent Directors;

(b) all Shareholders receive fair market value for their Shares;

15.4 Shareholder Buyback Programs

The Company may subject to applicable law and the Reserved Matter provisions, implement share buyback programs to provide liquidity to Shareholders.

Such programs shall be conducted on a pro rata basis unless otherwise approved by affected Shareholders.

CHAPTER VIII: RESTRICTIVE COVENANTS AND CONFIDENTIALITY

Article 16: Non Compete and Non Solicitation Covenants

16.1 Non Compete Restrictions

Each Shareholder who is actively involved in the management or operations of the Company agrees that during their involvement with the Company and for a period of twenty four (24) months thereafter they shall not directly or indirectly:

(a) engage in any Competing Business;

(b) have any financial interest in any Competing Business except for passive investments of less than five percent (5%) in publicly traded companies;

(d) encourage or induce others to engage in any Competing Business that would be detrimental to the Company.

16.2 Non-Solicitation of Employees

Each Shareholder agrees that during their involvement with the Company and for a period of eighteen (18) months thereafter they shall not directly or indirectly:

(a) solicit, recruit or hire any employee of the Company;

(b) encourage any employee of the Company to terminate their employment;

(c) provide employment opportunities to former employees of the Company who left within the preceding twelve (12) months.

16.3 Non-Solicitation of Customers and Business Partners

Each Shareholder agrees that during their involvement with the Company and for a period of eighteen (18) months thereafter they shall not directly or indirectly:

(a) solicit or service any customer of the Company for competing purposes;

(b) interfere with the Company’s relationships with its customers, suppliers or business partners;

16.4 Reasonableness and Enforceability

The parties acknowledge that the restrictions set forth in this Article are reasonable and necessary for the protection of the Company’s legitimate business interests.

If any restriction is deemed unenforceable the parties agree that it shall be modified to the minimum extent necessary to make it enforceable.

Article 17: Confidentiality and Intellectual Property Protection

17.1 Confidentiality Obligations

Each Shareholder acknowledges that they may have access to Confidential Information of the Company and agrees to:

(a) maintain the confidentiality of all Confidential Information;

(b) not use Confidential Information for any purpose other than their involvement with the Company;

(d) take reasonable precautions to prevent unauthorized disclosure of Confidential Information.

17.2 Intellectual Property Assignment

Each Shareholder who contributes to the development of the Company’s Technology Assets agrees to assign to the Company all rights in and to any Intellectual Property Rights developed in connection with their involvement with the Company.

17.3 Moral Rights and Attribution

To the extent permitted by applicable law each Shareholder waives any moral rights they may have in Intellectual Property Rights assigned to the Company and agrees that the Company may use such intellectual property without attribution.

CHAPTER IX: DISPUTE RESOLUTION AND GOVERNANCE

Article 18: Dispute Resolution Procedures

18.1 Good Faith Negotiations

The parties agree to attempt to resolve any disputes arising under this Agreement through good faith negotiations.

Any party may initiate such negotiations by providing written notice to the other parties describing the nature of the dispute.

18.2 Mediation

If good faith negotiations do not resolve a dispute within sixty (60) days the parties agree to submit the dispute to mediation conducted by a qualified mediator selected by mutual agreement or failing agreement appointed by the Centre for Effective Dispute Resolution (CEDR).

18.3 Arbitration

If mediation does not resolve the dispute the parties agree to submit the dispute to binding arbitration under the Rules of the London Court of International Arbitration (LCIA).

The arbitration shall be conducted by three arbitrators with each side appointing one arbitrator and the two appointed arbitrators selecting the third.

18.4 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the English courts for any matters not subject to arbitration.

Article 19: Deadlock Resolution

19.1 Deadlock Situations

A deadlock shall be deemed to exist if the Board of Directors or Shareholders are unable to make a decision on a material matter due to irreconcilable differences and such inability continues for more than ninety (90) days.

19.2 Deadlock Resolution Procedure

In the event of a deadlock the following procedure shall apply:

(a) the parties shall engage in good faith negotiations for thirty (30) days;

(b) if unsuccessful the matter shall be referred to an independent expert for determination;

19.3 Buy-Sell Mechanism

If a deadlock cannot be resolved, any Shareholder may initiate a buy sell process by making an offer to purchase all Shares held by other Shareholders at a specified price per Share.

The other Shareholders may either accept the offer or reverse the transaction by purchasing the offering Shareholder’s Shares at the same price per Share.

CHAPTER X: AMENDMENT, TERMINATION AND MISCELLANEOUS PROVISIONS

Article 20: Amendment and Waiver

20.1 Amendment Requirements

This Agreement may be amended only by written agreement signed by Shareholders holding not less than seventy five percent (75%) of the outstanding Shares except that amendments affecting the rights of specific Shareholders may require the consent of such affected Shareholders.

20.2 Waiver Provisions

Any provision of this Agreement may be waived only by written agreement of the parties entitled to the benefit of such provision.

No waiver shall be effective unless in writing and signed by the waiving party.

Article 21: Termination

21.1 Termination Events

This Agreement shall terminate upon the occurrence of any of the following events:

(a) the liquidation, dissolution or winding up of the Company;

(b) the completion of an initial public offering of the Company’s Shares;

(d) the Transfer of all Shares to persons who are not bound by this Agreement.

21.2 Survival of Provisions

Notwithstanding termination of this Agreement, the provisions relating to confidentiality, non compete restrictions and dispute resolution shall survive for the periods specified therein.

Article 22: Miscellaneous Provisions

22.1 Entire Agreement

This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior agreements, understandings and negotiations.

22.2 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature each of which shall be deemed an original and all of which together shall constitute one agreement.

22.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable the remaining provisions shall continue in full force and effect.

22.4 Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22.5 Notices

All notices required under this Agreement shall be in writing and delivered by hand, registered mail or electronic communication to the addresses specified in the signature pages.

22.6 Force Majeure

No party shall be liable for any failure to perform their obligations under this Agreement if such failure results from circumstances beyond their reasonable control.

22.7 Further Assurances

Each party agrees to execute such additional documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

SCHEDULE A: INITIAL SHAREHOLDERS AND SHAREHOLDINGS

This Schedule forms part of the Articles of Association and Shareholders’ Agreement of RJV Technologies Ltd (the “Company”) and sets out the initial shareholding structure as at the date of incorporation.

SHAREHOLDING STRUCTURE

Shareholder Name	Registered Address	Number of Shares	Class of Shares	Nominal Value per Share	Percentage of Issued Share Capital
Ricardo Jorge Do Vale	21 Lipton Road, London, E1 0LJ	10,000	Ordinary	£0.01	100%

Total Issued Share Capital: 10,000 Ordinary Shares of £0.01 each
Total Nominal Value: £100.00

RIGHTS AND OBLIGATIONS

Ordinary Shares

The Ordinary Shares carry the following rights:

Voting Rights: Each Ordinary Share carries one vote at general meetings
Dividend Rights: Equal rights to participate in dividends when declared
Capital Rights: Equal rights to participate in any return of capital
Transfer Rights: Subject to pre emption rights and transfer restrictions as set out in the Articles of Association
Information Rights: Standard statutory information rights

Ranking

All Ordinary Shares rank equal footing in all respects with each other including rights to dividends, voting and return of capital.

SHARE CERTIFICATES

Share certificates shall be issued in accordance with the Articles of Association within two months of allotment or transfer (as applicable).

REGULATORY COMPLIANCE

Companies House Filings

The following statutory filings have been completed:

Statement of Capital (Form IN01)
Confirmation of registered office address
Appointment of directors and secretary

Beneficial Ownership

Ricardo Jorge Do Vale is the beneficial owner of 100% of the issued share capital and is registered as a Person with Significant Control (PSC).

AMENDMENTS AND VARIATIONS

This Schedule may only be amended by:
- Special resolution passed in accordance with the Articles of Association or
- Unanimous written consent of all shareholders holding not less than 75% of the issued share capital
Any amendments must be filed with Companies House within the prescribed timeframes
All amendments must be executed by deed and properly witnessed

SCHEDULE B: RESERVED MATTERS SUMMARY

This Schedule forms part of the Articles of Association and Shareholders’ Agreement of RJV Technologies Ltd (the “Company”) and sets out matters that require specific shareholder approval beyond ordinary board resolutions.

DEFINITION OF RESERVED MATTERS

Reserved Matters are decisions that cannot be made by the Board of Directors acting alone and require shareholder approval in accordance with the thresholds specified below.

APPROVAL THRESHOLDS

Matter Category Approval Threshold Voting Method Ordinary Reserved Matters Simple Majority:
 
(>50%)Ordinary Resolution Special Reserved Matters Super Majority 
(≥75%)Special Resolution Fundamental Reserved Matters Unanimous 
(100%)Unanimous Written Consent

CATEGORY 1: ORDINARY RESERVED MATTERS

Requiring Simple Majority (>50%) Shareholder Approval

1.1 Financial Matters

Annual budget approval exceeding £5,000
Capital expenditure exceeding £5,000 per transaction
Borrowing exceeding £5,000 in aggregate
Granting security over company assets exceeding £5,000
Opening or closing bank accounts
Appointment of auditors and approval of audit fees

1.2 Operational Matters

Approval of annual business plan and strategic objectives
Material changes to the nature of the business
Entry into contracts exceeding £5,000 in value
Acquisition or disposal of assets exceeding £5,000
Establishment of subsidiary companies
Entry into joint ventures or partnerships

1.3 Personnel Matters

Appointment or removal of senior management (excluding directors)
Approval of employee share schemes
Pension scheme establishment or material changes
Employment contracts exceeding £12,000 annual salary

1.4 Intellectual Property

Assignment or licensing of material intellectual property
Registration of patents, trademarks or other IP rights
IP litigation or dispute resolution

CATEGORY 2: SPECIAL RESERVED MATTERS

Requiring Super Majority (≥75%) Shareholder Approval

2.1 Corporate Structure

Alteration of the Company’s Articles of Association
Change of company name
Re-registration of the Company
Amalgamation or reconstruction of the Company

2.2 Share Capital

Increase or reduction of share capital
Subdivision or consolidation of shares
Creation of new classes of shares
Alteration of rights attached to any class of shares

2.3 Directors and Governance

Appointment or removal of Directors
Alteration of Directors’ service agreements
Changes to Director remuneration or benefits
Approval of Directors’ conflicts of interest

2.4 Major Transactions

Acquisition or disposal of assets exceeding £5,000
Material acquisitions or mergers
Entry into material licensing agreements
Borrowing exceeding £5,000 in aggregate

2.5 Distributions

Declaration of dividends exceeding £5,000 per annum
Return of capital to shareholders
Bonus or scrip issues of shares

CATEGORY 3: FUNDAMENTAL RESERVED MATTERS

Requiring Unanimous (100%) Shareholder Approval

3.1 Company Existence

Voluntary winding up of the Company
Compromise or arrangement with creditors
Presentation of petition for administration
Sale of the Company as a going concern

3.2 Constitutional Changes

Fundamental alteration of the Company’s objects
Conversion to different company type
Migration to different jurisdiction
Adoption of new Shareholders’ Agreement

3.3 Ownership Structure

Admission of new shareholders
Transfer of shares to third parties (subject to preemption)
Variation of preemption rights
Implementation of employee share schemes exceeding 5% of issued capital

3.4 Strategic Matters

Fundamental change in business strategy or focus
Entry into new markets or territories
Disposal of core business assets
Cessation of material business activities

PROCEDURAL REQUIREMENTS

3.1 Notice Requirements

Ordinary Matters: 14 days’ written notice
Special Matters: 21 days’ written notice
Fundamental Matters: 28 days’ written notice

3.2 Information Requirements

All notices must include:

Detailed description of the proposed matter
Financial implications and projections
Management recommendations
Relevant supporting documentation
Professional advice (where obtained)

3.3 Meeting Requirements

Meetings may be held in person, by telephone or video conference
Quorum: Shareholders holding ≥50% of issued share capital
Chairman has casting vote (except for Fundamental Matters)
Minutes must be kept and circulated within 7 days

3.4 Written Resolutions

Available for all Reserved Matters
Must be signed by requisite percentage of shareholders
Effective when last qualifying signature obtained
Copy to be filed with company records

EMERGENCY PROVISIONS

3.1 Urgent Matters

For genuinely urgent matters where delay would cause material harm:

48 hours’ notice permitted for Ordinary Matters
Telephone/video conference approval acceptable
Subsequent written confirmation required within 7 days

3.2 Deadlock Resolution

If shareholders cannot reach required approval threshold:

30-day cooling-off period
Mandatory mediation process
Expert determination (for technical matters)
Exit rights may be triggered

EXEMPTIONS AND EXCLUSIONS

3.1 Routine Matters Excluded

Day-to-day operational decisions
Contracts in ordinary course of business
Statutory compliance matters
Regulatory filings and returns

3.2 Director Powers Preserved

Directors retain authority for:

Management of daily operations
Implementation of approved strategies
Compliance with legal obligations
Emergency actions to protect company interests

INFORMATION RIGHTS

3.1 Regular Reporting

Shareholders entitled to:

Monthly management accounts
Quarterly business updates
Annual financial statements
Strategic planning documents

3.2 Inspection Rights

Shareholders may inspect:

Company books and records
Material contracts and agreements
Intellectual property registrations
Regulatory correspondence

BREACH AND ENFORCEMENT

3.1 Consequences of Breach

Actions taken without proper approval are:

Voidable at shareholder option
Subject to ratification process
May trigger liability for directors
Grounds for derivative action

3.2 Remedies Available

Injunctive relief
Damages for losses suffered
Removal of directors
Winding up petition (extreme cases)

AMENDMENT PROCEDURE

This Schedule B may only be amended by:

Proper filing with Companies House (where required)

Special Resolution (≥75% approval)

Unanimous Written Consent of all shareholders

SCHEDULE C: VALUATION METHODOLOGY DETAILS

This Schedule forms part of the Articles of Association and Shareholders’ Agreement of RJV Technologies Ltd (the “Company”) and sets out the specific methodologies for determining share value in technology sector contexts.

VALUATION TRIGGERS

1.1 Mandatory Valuation Events

Share Transfer – Sale to third parties or family members
Death/Incapacity – Triggering buy-sell provisions
Employment Termination – Forfeiture of unvested shares
Breach of Non-Compete – Compulsory share purchase
New Investment Round – Anti dilution price setting
Exit Event – M&A transaction or IPO preparation

1.2 Annual Valuation

Required by 31st March each year for tax and planning purposes
Simplified methodology for routine valuations
Full methodology for material changes in business

PRIMARY VALUATION METHODS

2.1 Revenue Multiple Method (PRIMARY)

Applicable: Pre profitability or high growth phase

Technology Sector Multiples:

SaaS/Software: 4 to 12x Annual Recurring Revenue (ARR)
Tech Services: 1 to 3x Annual Revenue
Ecommerce Platform: 2 to 6x Annual Revenue
AI/Machine Learning: 6 to 15x Annual Revenue

RJV Technologies Specific Factors:

Base Multiple: 6x ARR (mid-range for tech sector)
Growth Rate Adjustment: +/-2x for >50% or <10% growth
Customer Concentration: -1x if >40% revenue from single customer
Recurring Revenue: +1x if >80% recurring/subscription revenue
Profitability Path: +1x if clear path to profitability within 2 years

Calculation:

Enterprise Value = (ARR × Base Multiple) × Growth Factor × Quality Factor
Equity Value = Enterprise Value - Net Debt + Cash

2.2 Earnings Multiple Method (SECONDARY)

Applicable: When EBITDA positive for 12+ months

Technology Sector EBITDA Multiples:

SME Tech Companies: 4-8x EBITDA
High Growth Tech: 6-12x EBITDA
Mature Tech: 3-6x EBITDA

RJV Technologies Application:

Base Multiple: 6x EBITDA
Size Adjustment: -1x (for company size <£1M revenue)
Growth Adjustment: +/-1x based on 3-year growth trend
Margin Quality: +/-0.5x for sustainable/unsustainable margins

2.3 Net Asset Value (FLOOR VALUE)

Applicable: Always as minimum valuation floor

Components:

Cash and Cash Equivalents: 100% of book value
Accounts Receivable: 90% of book value (bad debt provision)
Intellectual Property: Professional valuation required if material
Equipment/Technology: 50% of book value (rapid depreciation)
Intangible Assets: Case by case assessment

TECHNOLOGY SPECIFIC ADJUSTMENTS

3.1 Intellectual Property Valuation

Patents and Proprietary Technology:

Development Cost Method: Capitalized development costs × 1.5-3x
Market Approach: Comparable licensing deals or IP sales
Income Approach: NPV of future licensing/competitive advantage

Software and Code Base:

Replacement Cost: Estimated cost to rebuild core platform
Functionality Value: Revenue generating capability assessment
Technical Debt: Deductions for legacy code or maintenance needs

3.2 Customer and Data Assets

Customer Base Value:

Customer Acquisition Cost (CAC): Total customers × average CAC
Customer Lifetime Value (CLV): Present value of customer relationships
Churn Considerations: Adjustments for customer retention rates

Data Assets:

Proprietary Datasets: Competitive advantage and monetization potential
User Analytics: Value of behavioral data and insights
Training Data: Value for AI/ML applications

3.3 Technology Stack Assessment

Core Technology Platform:

Scalability: Ability to handle growth without major reinvestment
Competitive Moat: Unique technical advantages or barriers to entry
Technical Debt: Deductions for required system updates or refactoring

Cloud and Infrastructure:

Asset-Light Model: Premium for scalable cloud native architecture
Vendor Lock-in: Discounts for dependencies on specific providers
Security and Compliance: Premium for robust security framework

STAGE SPECIFIC METHODOLOGY

4.1 Pre-Revenue Stage

Primary Method: Net Asset Value + IP Valuation

Minimum Value: Invested capital + development costs
IP Premium: 50 to 200% of development costs for proven technology
Risk Discount: 30 to 50% for execution risk

4.2 Early Revenue Stage (£0 to £1M ARR)

Primary Method: Revenue Multiple (2 to 4x ARR)

Customer Validation: Premium for proven product-market fit
Growth Trajectory: Emphasis on month-over-month growth rates
Founder Dependency: Discount for single-person key risk

4.3 Growth Stage (£1M to £10M ARR)

Primary Method: Revenue Multiple (4-8x ARR)

Unit Economics: CAC payback period and LTV/CAC ratios
Market Expansion: Premium for addressable market size
Team Scalability: Assessment of management team depth

4.4 Scale Stage (£1M+ ARR)

Primary Method: Earnings Multiple or DCF

Profitability Metrics: Focus on path to sustainable profits
Market Position: Premium for market leadership
Exit Readiness: Preparation for strategic acquisition or IPO

DISCOUNT AND PREMIUM FACTORS

5.1 Standard Discounts

Minority Interest Discount: 20 to 30%

Applied to shareholdings <25%
Reduced to 10 to 15% if strong shareholder agreement protections

Marketability Discount: 25 to 40%

Applied to all private company shares
Reduced to 15 to 25% if clear exit strategy within 2 years

Key Person Discount: 10 to 25%

Applied if >60% of value depends on specific individual
Reduced with succession planning and knowledge transfer

5.2 Technology Premiums

Recurring Revenue Premium: 10 to 20%

Applied if >70% revenue is recurring/subscription
Reflects predictable cash flows and customer stickiness

AI/Automation Premium: 15 to 30%

Applied for defensible AI/ML capabilities
Reflects scalability and competitive advantages

Platform/Network Premium: 20 to 40%

Applied for two-sided markets or platform businesses
Reflects network effects and winner take all dynamics

VALUATION PROCESS

6.1 Information Requirements

Financial Data:

Monthly recurring revenue (MRR) and annual recurring revenue (ARR)
Customer acquisition cost (CAC) and lifetime value (LTV)
Cash burn rate and runway analysis
Unit economics and cohort analysis

Operational Metrics:

Monthly active users (MAU) and growth rates
Customer churn rates and retention metrics
Product usage and engagement statistics
Market share and competitive positioning

Technology Assessment:

Code quality and technical debt analysis
Security audit and compliance status
Scalability and performance metrics
Intellectual property inventory

6.2 Valuation Timeline

Routine Annual Valuation: 4 to 6 weeks

Transaction Driven Valuation: 8 to 12 weeks

Dispute Resolution Valuation: 12 to 16 weeks

6.3 Valuer Requirements

Essential Qualifications:

Technology sector specialization (minimum 3 years)
Experience with SaaS/software company valuations
Understanding of technology metrics and KPIs
Professional qualification (ACA, CFA or equivalent)

Preferred Experience:

Previous valuations of companies in similar stage/sector
M&A advisory experience in technology sector
Understanding of venture capital and growth equity markets

SPECIFIC VALUATION SCENARIOS

7.1 Death/Incapacity Valuation

Methodology: Asset based approach with going concern premium

Timing: Valuation date = date of death/incapacity determination

Discount: 15% marketability discount (reduced due to mandatory sale)

7.2 Termination for Cause

Methodology: Net asset value only (no going concern premium)

Timing: Valuation date = last day of employment

Forfeiture: Unvested shares forfeited at nominal value

7.3 Investment Round Valuation

Methodology: Latest arms-length transaction price

Precedence: Recent investment round pricing takes precedence

Timeframe: Investment pricing valid for 12 months

7.4 Exit Event Valuation

Methodology: Transaction value less fees and preferences

Waterfall: Subject to liquidation preferences and participation rights

Timing: Valuation based on signed transaction terms

DISPUTE RESOLUTION

8.1 Challenge Process

Initial Challenge: 14 days written notice with specific objections

Information Exchange: 7 days to provide additional information

Expert Determination: If unresolved, binding expert determination

Timeline: Expert determination within 30 days

8.2 Expert Selection

Qualification Requirements:

Technology sector valuation experience (minimum 5 years)
Professional qualification and professional indemnity insurance
No conflicts of interest with Company or shareholders

Appointment Process:

Mutual agreement preferred
If no agreement appointment by President of ICAEW
Expert’s decision is final and binding

COST ALLOCATION

Routine Valuations: Company expense

Shareholder Disputes: Equal sharing between disputing parties

Expert Determinations: Losing party pays expert costs

Estimated Costs: £8,000 to £25,000 for standard technology company valuation

VALUATION CERTIFICATE

Required Elements:

Professional certification and signature

Valuation date and methodology used

Key assumptions and limitations

Fair value per share and total equity value

Validity period (maximum 12 months)

EXECUTION AND SIGNATURES

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

RJV TECHNOLOGIES LTD

Founder, Chairman & CEO
Ricardo Jorge do Vale
07/02/2025

This Shareholders’ Agreement represents a comprehensive framework for corporate governance, shareholder relations and business operations designed to establish new industry standards for legal precision, international compliance and technological enterprise management.

The document incorporates advanced provisions for intellectual property protection, technology asset management, dispute resolution and exit mechanisms tailored specifically for technology companies operating in global markets.

Global Headquarters

RJV TECHNOLOGIES LTD
21 Lipton Road London United Kingdom E10 LJ

Company No: 11424986 | Status: Active
Type: Private Limited Company
Incorporated: 20 June 2018

Email: contact@rjvtechnologies.com
Phone: +44 (0)7583 118176

Branch: London (UK)

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