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					FAMILY & FRIENDS DRAFT 12.02.2009

Shareholders' Agreement

by and between [A] Address and [B] Address (hereinafter jointly the "Founders" and each individually a “Founder”)

and [C] Address and [D] Address (hereinafter jointly the "Investors" and each individually an "Investor") (the Founders and the Investors hereinafter jointly the "Parties", and each individually a "Party")

regarding

Newco SA
(hereinafter referred to as the “Company”)

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Whereas NewCo SA is a Swiss company limited by shares (“Aktiengesellschaft” or “société anonyme”) with registered seat in _________ (hereinafter the "Company"), whose initial share capital was of CHF _________ divided into _________ fully paid-up registered shares with a par value of CHF 0.01 each. Whereas the Company was incorporated by the Founders; Whereas the Company's purpose is to […]; Whereas upon completion of the contemplated capital increase, the Company’s share capital shall amount to a minimum of CHF _________ and a maximum of CHF _________ divided into a minimum of _________ and a maximum of _________ registered shares with a par value of CHF 0.01 each (hereinafter the “Shares”), the Founders holding _________ Shares and the Investors holding between _________ and _________ Shares; Whereas the Founders and the Investors (jointly the “Shareholders” and each individually a “Shareholder”) shall collectively hold the entire share capital of the Company; Whereas, the Parties wish to determine their future relationship as Shareholders of the Company; Now therefore, the Parties hereto agree as follows:

1

Preliminary Remarks

1.1.1 The Parties and, to the extent legally possible, the Company wish to agree on certain rules regarding their mutual rights and obligations regarding their shareholding in the Company and therefore execute this shareholders' agreement (hereinafter the "Agreement")

2

Scope of this Agreement

2.1.1 The Parties shall be subject to this Agreement with regard to any and all Shares held by them at any time. Any new Shares acquired by any of the Parties irrespective of the way of acquisition, and irrespective of whether such acquisition was made against consideration, free of charge or as a gift, shall automatically be subject to the provisions of this Agreement. 2.1.2 The Parties acknowledge that in the event of any discrepancy between this Agreement and the Company's articles of incorporation (hereinafter the “Articles of Incorporation”), the terms of this Agreement shall prevail. 2.1.3 This Agreement shall not be construed as to create a partnership (“einfache Gesellschaft” or “société simple”), joint tenancy (“Miteigentum” or “copropriété”) or

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tenancy in common (“Gesamteigentum” or “propriété commune”) with regard to Shares held by the Parties. The Parties shall each remain the sole owner of Shares held by them.

3

Shareholders’ Meeting and Shareholders' Resolutions

3.1.1 The shareholders’ meeting of the Company (hereinafter the "Shareholders’ Meeting") shall exercise the powers assigned to it by the law (Article 698 of the Swiss Code of Obligations (hereinafter "CO")) and the Articles of Incorporation, as amended pursuant to this Agreement. 3.1.2 A resolution passed by at least two thirds of the votes represented and the absolute majority of the nominal value of the shares represented at the meeting 1 is required for2: (i) (ii) (iii) (iv) (v) the change of the Company's purpose; the creation of shares with privileged voting rights; the restriction of the transferability of registered shares; the creation and increase of authorized or conditional share capital; an increase of capital out of equity, against contributions in kind, or for the purpose of acquisition of assets, and the granting of special benefits; the limitation or withdrawal of preferential subscription rights; the change of the registered office of the Company; the dissolution of the Company without liquidation.

(vi) (vii) (viii)

1

This clause reflects the minimal requirements under Swiss law for the quorum and the resolutions of the Shareholders’ Meeting. Other qualified majorities are possible as long as this quorum is respected for these specific resolutions.

2

Other qualified majorities may be provided for other resolutions of the Shareholders’ Meeting. At a later stage, investors shall often require qualified majority for the following resolutions: (i.) shares with preferred rights in respect with redemption, liquidation preference or dividends, (ii.) creation of stock options, (iii.) issue of securities convertible into Shares, (iv.) sale of all or part of the assets of the Company, (v.) authorization of any merger or IPO, (vi.) transfer, pledge or licence of the Company technology or intellectual property rights, (vii.) increase or decrease of the size of the board of directors.

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3.1.3 The Shareholders shall exercise their shareholders' rights, including, but not limited to, voting rights in the Shareholders’ Meeting in such a way as is necessary to ensure that at all times the terms, conditions and provisions of this Agreement are and will be satisfied.

4
4.1

Board of Directors
Election/Number of Directors

4.1.1 The Parties agree that the board of directors of the Company (the “Board of Directors”) shall consist of a maximum of _________ persons. Directors are appointed by resolution of the Shareholders’ Meeting, provided however, that the Shareholders adhere to the following rules3: (i) for a term of _________ business year(s), the Founders have the right to appoint _________ Director(s) (hereafter the “Founder Directors); for a term of _________ business year(s), the Investors have the right to appoint _________ further Director(s) (hereafter the "Investor Directors") for a term of _________ business year(s), _________ further Director(s) shall be appointed as independent Directors (hereafter the "Independant Directors").4

(ii)

(iii)

4.1.2 The Shareholders have to ensure that at all times the Board of Directors is constituted of (i.) a majority of Swiss or EU citizens and (ii.) who must be resident in Switzerland. A party nominating a member of the Board of Directors shall be entitled to remove such member at any time. 4.1.3 All Parties undertake to vote their Shares in favour of the persons proposed in accordance with the designation rights set forth in this Section 4.1.1. 4.1.4 A Party nominating a Director pursuant to Section 4.1.1 shall also be entitled to have such Director removed and replaced at any time. All Parties undertake to vote their Shares accordingly.

3

As a rule, the board would be composed of between 3 to 5 members, 1 representing the Founders, 1 representing the investors, 1 being the CEO, and possibly 2 independent directors with appropriate business or field expertise.

4

Additional rules providing casting votes are possible and are to be discussed on a case-bycase basis.

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4.2

Adherence to Shareholders' Agreement

4.2.1 The Shareholders warrant that the directors designated by them will adhere to this Agreement in every respect to the extent permitted under Swiss law.

4.3

Powers of the Board

4.3.1 The Board of Directors has the powers assigned to it by law, in particular by Article 716 and 716a CO and the Company's Articles of Incorporation. 4.3.2 Notwithstanding anything to the contrary hereinabove, the following resolutions of the Board of Directors shall require the approval of the Directors appointed by Shareholders representing 66.6% of the Company’s Shares5: […] 4.3.3 The Board of Directors may delegate the management of the Company to a CEO who will be assisted by the management.

4.4

Important Decisions / Negative Covenants

4.4.1 The CEO of the Company, if any, or any other Company’s officer, must get/obtain the approval/granting from the Board of Directors prior to the following actions6: […]

4.5

Rules and Governance

4.5.1 The Parties procure that their representatives on the Board of Directors, as soon as practicable, shall implement organisational by-laws which will provide that the Board of Directors, may at its discretion establish the following corporate bodies7:

5

This clause is optional at this stage. At a later stage, investors shall often require a qualified majority for board resolutions such as (i.) appointment of the CEO, (ii.) decision on non-voting observers at the Board of Directors, (iii.) transaction between the Company and its affiliated parties or officers and employees, (iv.) unplanned capital expenditures, (v.) decision on joint-ventures or other partnerships, (v.).

6

This clause is optional at this stage. At a later stage, investors shall often require a an approval of the Board of Directors for actions such as (i.) unbudgeted expenditure over a certain amount, (ii.) decision on credit lines, (iii.) transaction entailing sale of all or part of the business, (iv.) stock option plan, (v.) hiring of key personnel.

7

This clause is optional at this stage. At a later stage, the following corporate bodies are often established: (i.) a compensation committee for remuneration of directors and key personnel, (ii.) a nomination committee for hiring key personnel, (iii.) an audit committee for reviewing the accounting, (iv.) an advisory board regrouping senior executives with relevant industrial and/or technology experience.

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4.5.2 The Board of Directors shall meet at least four times a year. The frequency can be increased if deemed appropriate by the Investors8. 4.5.3 Directors' insurance policies for the Directors will be established on a best effort basis by the Company upon request of the majority of the Shareholders. The Company will pay any insurance fees associated therewith.

4.6

Expenses

4.6.1 Reasonable out-of-pocket expenses incurred in performing such activity shall be reimbursed by the Company. If the Shareholders’ Meeting decides to expand the size of the Board of Directors, the Investors shall at all times be entitled to appoint at least a proportionate number of directors.

5
5.1

Future Equity Investments
Preferential Subscription Rights

5.1.1 Any future equity financing round of the Company to be realized during the term of this Agreement, other than the investments provided for in the Investment Agreement, requires the prior approval of the Board of Directors and of the Shareholders’ Meeting of the Company. 5.1.2 The Parties agree that all Shareholders shall have the right to subscribe for a proportionate share of any future equity financing round by the Company other than shares issued (i) (ii) (iii) in an initial public offering; pursuant to an acquisition by the Company of other corporations; in favour of a strategic partner (whereby a party being qualifies as a strategic partner if so resolved by a majority of Shareholders representing at least 66.6% of the Company's Shares9); pursuant to an employee stock option plan approved by the Company's Board of Directors;

(iv)

5.1.3 If the Parties participate in such future equity financing round, any new shares subscribed by them shall be subject to this Agreement in the same way as the shares already held by them. If third parties wish to participate as additional investors in such further equity financing rounds (hereinafter the "Additional

8 9

It is common practice that there are 8-12 Board meetings a year. It is also common that shareholders landlords and/or office suppliers and/or other vital contracting parties qualify as strategic partners.

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Investors"), the Investors may require, as a condition precedent to such participation and at their discretion, that such Additional Investor(s) join this Agreement or enter into a shareholders’ agreement similar to this Agreement. 5.1.4 Any new Shares not subscribed for by a Shareholder shall be reallocated pro rata amongst other eligible Shareholders.

5.2

Employee Stock Option Plan
As soon as practicable, the Parties agree that the Company shall create and implement a stock option plan (hereinafter the “Stock Option Plan”) in favour of the Managers and the employees of the Company. The Stock Option Plan shall have the following main features:10 […]

6
6.1

Transfer of Shares
General

6.1.1 No Shareholder shall sell or otherwise transfer any of its Shares, save as provided herein. 6.1.2 A Shareholder may transfer its Shares, to a spouse, his children or to a trust setup for the benefit of the Shareholder, of the spouse or of the children for estate planning purposes, whether by will or by another contractual instrument, without triggering the rights of first refusal, the tag-along right or the drag-along right, provided that such transferee agrees to be bound by the same terms and conditions relating to rights of transfer applicable to the Investors. 6.1.3 The Investors will have the right to freely transfer their Shares among any of their affiliates or investment vehicles advised by the Investors’ management companies and to their limited partners in the case of Investors being limited partnerships, without triggering any of the transfer provisions set forth herein, provided that such transferee agrees to be bound by the same terms and conditions relating to rights of transfer applicable to the Investors. The Investors shall be further have the right to transfer their Shares to a third party subject to the Board of Directors’ approval.

10

This clause may be optional at this stage and generally range between 5 to 20% of the share capital. The main features of an ESOP generally include (i.) mention of the maximum number of Shares and percentage of share capital involved, (ii.) an exercise price equalling the nominal value, (iii.) vesting period, (iv.) restriction period in case of IPO or trade sale, (v.) allocation rules/limitations.

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6.1.4 Apart from the Investors, no Shareholder shall transfer any shares in the Company to any person unless, as a condition precedent to such transfer, the transferee of such shares (if not already a party hereto) shall have executed and delivered to the Parties a deed of adherence providing that such transferee will be deemed to be a party to this Agreement and any shares held by such transferee will be subject to the provisions of this Agreement.

6.2

Founders’ Shares11

6.2.1 In the event any of the Founder leaves the Company on his own initiative or is dismissed for good cause (“fristlose Auflösung des Arbeitsverhältnisses” or “résiliation avec effets immédiats des rapports de travail”) during the first four years of employment, he/she shall be required to offer for sale to the Company all of his/her Shares at the nominal value, unless otherwise agreed by 66.6% of the Investors. 6.2.2 In the event any of the Founder leaves the Company or is dismissed without cause or fault, he/she shall be required to offer for sale to the Company a proportion of his/her Shares at nominal value, unless otherwise agreed by 66.6% of the Investors. 6.2.3 The Proportion the Founder shall be required to offer for sale to the Company shall be the following: (i) during the first year of employment, the amount shall be 75% of the Shares held by the Founder; between the beginning of the second year and the end of the fourth year, the amount required to be offered for sale shall decrease quarterly to 0% following a linear schedule.

(ii)

6.3

Right of First Refusal

6.3.1 In the event that one of the Parties (hereinafter the "Selling Party") or several of the Parties acting in concert (hereinafter the "Selling Parties") wish to sell all or part of its Shares to any other person and has received a bona fide offer from a prospective purchaser (hereinafter the "Prospective Purchaser") to purchase such Shares (hereinafter the "Offered Shares"), the Selling Parties shall give notice (hereinafter the "Offer Notice") thereof to the other Parties (hereinafter each a "Non-Selling Party"), with a copy to the Company, such Offer Notice to state in detail the name and address of the Prospective Purchaser, the price to be

11

A clause of this type, although optional at this stage, is recommended when there are several Founders. Moreover, at a later stage a clause of this type is often required by investors. The details are to be discussed and the clause above is merely a suggestion.

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paid as well as the other terms and conditions of the proposed sale and shall be accompanied by a confirmation in writing from the Prospective Purchaser confirming proof of financing, and his unconditional agreement to purchase the Offered Shares on the terms and conditions set forth in such Offer Notice. Thereupon, each of the Non-Selling Parties shall have the right, but shall not be obliged to, exercisable within 30 days (hereinafter the "Exercise Period") from receipt of such Offer Notice, to purchase the Offered Shares at the price and on the terms and conditions agreed in good faith with the Prospective Purchaser as set forth in such Offer Notice. Upon exercise of this right of first refusal, the sale of the Offered Shares to the Non-Selling Parties who have exercised their right of first refusal will close within 30 days (hereinafter the "Completion Period") from the date of exercise of such right of first refusal. 6.3.2 If the intended disposal is not a bona fide sale, then the applicable price shall be determined at the expense of the Selling Party(ies) by an independent international accounting or investment bank as the Parties may agree upon further to the Selling Party(ies) suggestion (or, failure to agree, by the one designated by Board of Directors), who shall act as expert arbitrator, whose determination shall be binding absent manifest error, and who shall apply valuation principles which are generally applied for the valuation of companies of the same kind and active in the same business. 6.3.3 The right of first refusal granted hereunder shall be exercisable only in whole, with respect to the full number of Offered Shares, and not in part. 6.3.4 In the event that more than one of the Non-Selling Parties have elected to exercise their right of first refusal, then each of them shall have the right to purchase such number of Offered Shares as shall correspond to the proportion of the shares owned by it at the time of exercise of the offer in relation to the total number of Shares owned by all the Non-Selling Parties exercising their right of first refusal, unless otherwise agreed from case to case. 6.3.5 If a Non-Selling Party exercises the right of first refusal, then the shares so acquired shall be subject to the same right of first refusal as applies in respect of the shares initially held by such Party in the event of a future disposal. 6.3.6 If the right of first refusal is not exercised, or not exercised in whole, within the Exercise Period, then the Selling Party(ies) may sell the Offered Shares to the Prospective Purchaser at the price and on the terms and conditions as set forth in the Offer Notice, provided that such sale is completed within 45 days after the expiration of the Exercise Period. In such event, the Non-Selling Party may further require that the Prospective Purchaser upon the purchase of the Offered Shares assumes in writing all of the rights and obligations of the Selling Party(ies) under this Agreement. In case that such sale to the Prospective Purchaser is not completed within said 45 days the right of first refusal stipulated herein shall apply again.

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6.4

Tag-along Rights

6.4.1 If one or several of the Parties acting in concert (hereinafter the "Selling Party(ies)") agree to transfer shares of the Company amounting in total to 80 % or more of the outstanding share capital of the Company in one or in a series of transactions which are legally or economically linked to a third party or a group of third parties (hereinafter a "Third Party Purchaser"), then any Non-Selling Party(ies) who do not wish to exercise the right of first refusal stated in Section 6.2 above (hereinafter a "Participating Shareholder") may request the Selling Party(ies) to cause the purchase of all or part of the shares of the Company owned by such Participating Shareholders by the Third Party Purchaser. 6.4.2 The exercise of this right must be declared by the Participating Shareholder by giving written notice to the Selling Parties, with copy to the other Non-Selling Parties and the Company at least 15 days before the expiration of the Exercise Period referred to in Section 6.3.1 above. 6.4.3 If this right is exercised, and provided the other Non-Selling Parties shall not exercise their rights of first refusal pursuant to Section 6.3.1 above in respect of the Offered Shares and the shares of the Participating Shareholder(s) for which the tag-along right has been exercised, then the Selling Party(ies) shall be obligated to sell the Shares of the Participating Shareholder(s) to the Third Party Purchaser at the same price and on the same terms and conditions as have been agreed in good faith for the Offered Shares with the Third Party Purchaser. In the event the Third Party Purchaser refuses to acquire the Shares of the Participating Shareholders together with the Shares of the Selling Party(ies) in accordance with this provision, the Selling Party(ies) shall not sell any of their own Shares to such Third Party Purchaser.

6.5

Drag-along Rights

6.5.1 If one or several of the Parties acting in concert (hereinafter the "Selling Party(ies)") agree to transfer shares of the Company amounting in total to 66.6 % or more of the outstanding share capital of the Company in one or in a series of transactions which are legally or economically linked to a third party or a group of third parties (hereinafter a "Third Party Purchaser"), the Selling Parties shall have the right, but not the obligation, in the Offer Notice (as referred to in Section 6.3.1), to require all Non-Selling Parties, to transfer to the Third Party Purchaser all their Shares of the Company. 6.5.2 If this drag-along right is exercised, then all the Non-Selling Party(ies) shall be obligated to sell all their shares to the Third Party Purchaser at the same price and on the same terms and conditions as have been agreed in good faith for the Offered Shares with the Third Party Purchaser.

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7

Information Rights12

7.1.1 Each holder of Shares representing more than 5% of the Company’s Shares shall receive the following: (i) audited balance sheets, statement of income and statement of changes in financial position prepared by an internationally recognised accounting firm within 60 days after the end of each fiscal year; […]

(ii)

8
8.1

Founders, Management and Employees
Obligations of Management

8.1.1 The Management shall provide the following to the Board of Directors13: […]

8.2

Prohibition to Compete

8.2.1 During their employment with the Company and within 18 months of their termination of employment, the Founders and the members of the management and other key people shall not participate, directly or indirectly, in any business that compete with the Company, on a worldwide basis. 8.2.2 During their employment with the Company and thereafter, the Founders, the members of the management and the employees shall not take or file for any patents or trademarks related to the Company’s business in their own names. Such patents and trademarks shall be the sole property of the Company. Art. 332 CO remains reserved.

12

This clause is optional at this stage. Each shareholder is under Swiss law entitled to receive copy of the audited financial statements of the Company, including the balance sheet. At a later stage, investors shall often request the following (i.) unaudited financial statements, (ii.) annual budget and operating plan, (iii.) rights to visit the Company and/or access to the books, (v.) regular meetings with the management.

13

This clause is optional at this stage. At a later stage, investors shall often require the following obligations of the CEO towards the Board of Directors (i.) specific reporting obligations of the CEO, (ii.) preparation of the audited balance sheet and of regular interim financial statements, (iii.) right to give access to the books of the Company.

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8.3

Proprietary Information

8.3.1 The Parties undertake and procure that each Founder, member of the management, employee and consultant shall have entered into an acceptable confidentiality, non-competition and intellectual property rights assignment agreements.

8.4

Employment Agreement

8.4.1 The Parties undertake and procure that each Founder, member of the management and employee shall have entered into an employment agreement appropriate for the employee’s position, status and responsibility, on terms and conditions reasonably acceptable to the Investors, including assignment of the intellectual property rights as well as non-compete clauses for key employees.

9
9.1

IPO and Trade Sale
IPO

9.1.1 The Parties intend to realize an Initial Public Offering (hereinafter the "IPO") of the shares of the Company with listing of the shares on a recognized stock exchange. 9.1.2 Without limiting the generality of the foregoing, the Parties agree to accept, and be bound by any lock-up provision which may apply in case of an IPO under applicable stock exchange rules or which may be reasonably agreed upon with the underwriters in order to enhance the success of the IPO. 9.1.3 In case an IPO is launched in accordance with this Section 9.1, then the rights of first refusal and the tag-along rights provided for in Sections 6.3 and 6.4 shall not apply with respect to the transactions related to such IPO.

9.2

Trade Sale

9.2.1 If instead of an IPO a joint sale of 100% or less than 100% of the Company or its business to a third party (hereinafter the “Trade Sale”) appears to be more attractive, it shall be actively supported by all Parties. By mutual agreement, the Parties shall decide on the time frame for such Trade Sale. 9.2.2 In the event of a Trade Sale pursuant to this Section 9.2, the right of first refusal pursuant to Section 6.2 shall apply.

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10

Deposit of Shares

10.1 Deposit Shares
10.1.1 In order to secure the rights and duties contained in this Shareholders’ Agreement, the Parties hereby undertake to deposit their shares with the Company (or an agent appointed by the Company), under the sole control of the Board of Directors immediately after signing of this Shareholders’ Agreement.

11

Term of Agreement

11.1 Duration
11.1.1 Unless sooner terminated in accordance with its terms, this Agreement shall terminate upon the date of consummation of a Significant Sale. If a Party hereto ceases to own any Shares or other rights to acquire Shares, such Party will no longer be deemed to be a Party for purposes of this Agreement, and there shall be no liability on the part of any such Party, except for liabilities arising from a breach of this Agreement prior to such termination. 11.1.2 This Agreement shall terminate automatically notwithstanding the preceding paragraph in the event of an IPO of the Company or in the event of a Trade Sale of all or substantially all of the Shares owned by the Shareholders, such termination to become effective upon completion of the IPO or Trade Sale. 11.1.3 If one of the Parties has disposed of all its shares in accordance with the provisions of this Agreement, then, upon completion of such disposal, this Agreement shall terminate with respect to such Party, and such Party shall no longer be a party to this agreement, but this Agreement shall be continued among the remaining Parties.

11.2 Effect of Termination
11.2.1 The termination of this Agreement with respect to all or some Parties shall not affect such Party's(ies') obligations and liabilities which have come into existence prior to the effective date of termination. 11.2.2 Notwithstanding termination of this Agreement, the Parties shall remain bound to keep any confidential information regarding the Company and its business, which they obtained during the term of this Agreement (hereinafter the "Confidential Information"), strictly secret for as long as the Company has a valid interest in keeping such information confidential.

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11.2.3 Termination of this Agreement shall not affect any obligations incurred by the parties in the context of an IPO or a Trade Sale, including lock-up and similar arrangements.

12

Miscellaneous

12.1 Confidentiality
12.1.1 The existence and the content of this Shareholders’ Agreement shall be kept strictly confidential by all Parties, except that (i) they may be disclosed to professional advisors of each Party who are subject to professional duties of confidentiality, (ii) the Parties may make any legally required disclosure to investors, fiscal or other authorities, and (iii) the Parties or any entity directly or indirectly holding an equity interest in any of the Parties shall be obliged to disclose information under applicable securities laws or requirements of stock exchanges on which its stock is listed. 12.1.2 The Company is allowed to disclose the terms of this Shareholders' Agreement to the extent necessary to provide employees’ information. Nevertheless the disclosed information will have to be accepted by the Investors before communication, and will be disclosed only to employees having the appropriate non-disclosure obligations. 12.1.3 Confidential information regarding the Company and its business, which a Party obtained during the term of this Agreement shall be strictly kept confidential for as long as the Company has a valid interest in keeping such information confidential. 12.1.4 The Parties' duty to confidentiality described herein shall survive any termination of this Agreement.

12.2 No Waiver
12.2.1 The failure of any Party to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights in any way to affect the validity of this Agreement. The waiver of any breach of this Agreement by any Party hereto shall not be construed as a waiver of any other prior or subsequent breach.

12.3 Severability
12.3.1 Should any provision of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions of this Agreement shall not be affected or impaired thereby. Such unenforceable, incomplete or invalid provision shall be replaced by such valid, enforceable or complete provision which bona fide parties would consider to match as closely as possible the invalid, incomplete or

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unenforceable provision, attaining the same or a similar economic effect. The same shall apply to any supplementary interpretation of any of the terms of this Agreement.

12.4 Modifications
12.4.1 This Agreement may be amended only in writing through a document signed by all Parties hereto.

12.5 No Assignment
12.5.1 Neither Party shall assign this Agreement or any rights or obligations hereunder to any third party without the written consent of the other Parties hereto.

12.6 Interpretation
12.6.1 Should any conflict arise between this Agreement and the Articles of Incorporation or the organisational by-laws of the Company or its subsidiaries, involving the Parties, on the interpretation or performance on any of the provisions thereof, the Parties hereby acknowledge that the provisions of this Agreement shall prevail.

12.7 Counterparts
12.7.1 This Agreement may be executed in one or several counterparts, all of which together shall constitute one and the same agreement.

13

Governing Law and Arbitration

13.1 Governing Law
13.1.1 This Agreement shall be subject to and governed by Swiss Law.

13.2 Dispute Resolution and Arbitration
13.2.1 The Parties agree to use reasonable efforts to resolve any dispute arising out of or in connection with this Agreement amicably by negotiation. If such dispute cannot be amicably settled with 30 days after notice of such dispute has been given to the other Shareholders, then the dispute, controversy or claim arising out of or in connection with this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three, and the seat of the arbitration shall be in Geneva. The arbitral proceedings shall be conducted and any award shall be rendered in English.

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SCHELLENBERG W ITTMER DRAFT 12.02.2009

Or if all the shareholders are domiciled in Switzerland 13.2.2 The Parties agree to use reasonable efforts to resolve any dispute arising out of or in connection with this Agreement amicably by negotiation. If such dispute cannot be amicably settled with 30 days after notice of such dispute has been given to the other Party(ies), then the dispute shall be referred to and be finally settled by arbitration under the Arbitration Rules of the Geneva Chamber of Commerce by an Arbitral Tribunal consisting of three arbitrators appointed in accordance with said rules. The place of Arbitration shall be Geneva. The proceedings shall be conducted and any award shall be rendered in English.

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