Shareholder Questionnaire for Information Security Company - PDF by lsg26357

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									                                             SPARK NETWORKS PLC

                                  SELLING SHAREHOLDER QUESTIONNAIRE

This Selling Shareholder Questionnaire (“ Questionnaire ”) is being furnished to you as a shareholder of
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Spark Networks plc (the “ Company ”). As described more fully below, the Company has filed a
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registration statement on Form S-1 (the “ Registration Statement ”) with the U.S. Securities and
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Exchange Commission to register all of its issued and outstanding Ordinary Shares as of the date
indicated in the Registration Statement such that its shareholders, including you, may sell his or her
Ordinary Shares in the form of American Depository Shares (“ ADSs ”) in the United States.
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PLEASE COMPLETE, DATE AND SIGN TWO COPIES OF THIS QUESTIONNAIRE. KEEP
ONE COPY FOR YOUR RECORDS AND EITHER SEND THE OTHER BY MAIL, FACSIMILE
OR ELECTRONIC FORMAT (E.G., PDF) TO THE COMPANY IN ACCORDANCE WITH THE
CONTACT INFORMATION BELOW.

                            Shareholder Services
                            Spark Networks plc
                            8383 Wilshire Blvd., Suite 801
                            Beverly Hills, California 90211
                            shareholder@spark.net
                            HTU                            UTH




                            Fax: (323) 658-3016

You must complete, sign and return this Questionnaire in order to be eligible to sell your
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Ordinary Shares under the Registration Statement. The Company intends to update the
information regarding selling shareholders in the Registration Statement through the filing of
post-effective amendments, which the Company intends to file at such times that it files post-
effective amendments to update the Registration Statement with information from our Form 10-
Q and Form 10-K filings with the Securities and Exchange Commission. No ADSs may be
delivered to you until such time as your information is included in a post-effective amendment, if
not already included, and the post-effective amendment is filed with and declared effective by the
Securities and Exchange Commission.

In order for you to be in the post-effective amendment to be filed in conjunction with the
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Company’s Form 10-K for the year 2005, we must receive this Questionnaire by February 27,
2006. In order for you to be in subsequent post-effective amendments filed in conjunction with
the Company’s quarterly reports on Form 10-Q, we must receive this Questionnaire by the end
of such quarter (i.e., March 30, June 30 and September 30, 2006).

Please review and answer all questions below. If appropriate, use the words “None”, “Not Applicable”
or “N/A”. Unless otherwise indicated, please answer every question as of the date you complete this
questionnaire.

IF YOUR ANSWER TO ANY QUESTION IS "YES," PLEASE FURNISH ALL RELEVANT
EXPLANATORY INFORMATION IN THE SPACE PROVIDED AT THE END OF THE
PARTICULAR QUESTION OR ON A SEPARATE SHEET OF PAPER AND ATTACH THE
SHEET TO THE END OF THIS QUESTIONNAIRE.



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LA-107474 v4 1000831-0207
                                             QUESTIONNAIRE


The undersigned holder (the “ Selling Shareholder ”) is the beneficial owner* of the securities
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described herein and hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete.


(1)      Selling Shareholder Information:
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         (a)      Full legal name of Selling Shareholder:

                  _________________________________________________________________

                  (i)       Is such Selling Shareholder a:

                            [ ] Individual              [ ] Corporation

                            [ ] General Partnership     [ ] Limited Partnership

                            [ ] Trust        [ ] Other (please specify:____________________)

                  (ii)      If the Selling Shareholder is an entity, the name of the natural person
                             controlling the disposition of the entity’s shares and the person’s position
                             with the entity and/or ownership of the entity is:

                            Name: _____________________________________________

                            Position/Ownership: __________________________________

         (b)      Full legal name of registered holder (if not the same as in (a) above) of securities
                  listed in Item (2) below:

                  _______________________________________________________________


         (c)      Contact information for Selling Shareholder:

                            Mailing Address:       ____________________________
                                                   ____________________________
                                                   ____________________________
                            Telephone:             ____________________________
                            Fax:                   ____________________________
                            Email:                 ____________________________
                            Contact Person:        ____________________________


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LA-107474 v4 1000831-0207
(2)    UBeneficial Ownership of Equity Securities of the Company :         U




        (a)     In the table below, list all equity securities of the Company or any of its
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subsidiaries that you owned beneficially* (directly or indirectly) as of the most recent
practicable date.

       Use the letter “D” to indicate your direct beneficial ownership*.
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       Use the letter “I” to indicate your indirect beneficial ownership* interests (for example:
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       as an executor, trustee or guardian; as the beneficiary of a trust or estate; through a
       partnership or personal holding company; or owned by your spouse, minor children or
       relatives residing in your home).

       Use the letter “R” to indicate any securities of which you or any such family member
       have the right to acquire (through exercise of options, warrants or other derivative
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       security) beneficial ownership* and note the dates when the right is exercisable in the
       Remarks column (e.g., vesting schedule). You should do this for all securities you have
       the right to acquire, whether or not you expect to exercise such right.

       If there are any other beneficial owners* of those equity securities, name them also in
       the Remarks column and indicate the nature of beneficial ownership (e.g., position with
       entity, voting and/or disposition power). If you need additional space, please use and
       attach a separate sheet of paper.

                                             Type of Security
                                   “D”        (e.g., Ordinary
  Name(s) of Beneficial            “I”       Shares, Options,
      Owner(s)                     “R”           GDSs, ..)           No. of Securities           Remarks




       (b)    Do you, or does any person listed above as a beneficial owner*, share with U   U




       another person (i) the voting power and/or (ii) the investment power with respect to any
       of such securities?

                YES __________           NO __________


                          If “Yes,” please describe.


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      (c)         Do you disclaim beneficial ownership* of any specific securities listed above?
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                  YES __________         NO __________


                          If “Yes,” please describe.


(3)   Relationships with the Company :
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      Except as set forth below, neither the Selling Shareholder nor any of its Affiliates*,
      officers, directors or principal equity holders (5% or more) has held any position or office
      or has had any other Material Relationship* with the Company (or its predecessors or
      Affiliates*) during the past three (3) years.

      State any exceptions here, if any:




(4)   Broker-Dealers :
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      (a)         Are you a registered broker-dealer*?

                  YES _____ NO _____

          (b)     Are you an affiliate* of a broker-dealer*?

                  YES _____ NO _____

                If your answer is “YES” to (a) or (b) above, please provide the following
                  information (provide responses to ALL items, including if “N/A” or “None”):

      (i)         Did you receive the shares as underwriting compensation?

                  YES _____ NO _____

      (ii)        Did you acquire the shares with a view toward distribution?

                  YES _____ NO _____

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      (iii)    Did you acquire the securities in the ordinary course of business?

               YES _____ NO _____


      (iv)     At the time of acquisition of the securities, did you have any agreements,
               arrangements or understandings, directly or indirectly, with any person to
               distribute the securities; and if so, please provide the details of such agreements,
               arrangements or understandings (e.g., parties, volume limitations, conditions of
               termination):?

               YES _____ NO _____


      (v)      The nature of your affiliation or association with such broker-dealer*, if
               applicable:



      (vi)     Information as to your relationship with the Company (including participation in
                any capacity in the original placement of the securities):


      (vii)    Whether you are in the business of underwriting securities:


      (viii)   The date such securities were acquired:


      (ix)     The price paid or other consideration provided for your securities:


NOTE : If you are a broker-dealer* that did not receive the securities as underwriting
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compensation or an affiliate* of a broker-dealer* that acquired the securities with a
view toward distribution, then you will be named as an underwriter in the Registration
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Statement.




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                                CONCLUDING STATEMENT

I, the undersigned, understand that this information will be used in connection with the
registration statement on Form S-1 (the “ Registration Statement ”) filed by the Company with the
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U.S. Securities and Exchange Commission seeking to register the Company’s issued and
outstanding Ordinary Shares as of the date indicated in the Registration Statement under to the
Securities Act of 1933, as amended.

If, at any time prior to the sale of my Ordinary Shares in the form of American Depositary
Shares (“ADSs”) in the United States under the Registration Statement, any of the information
set forth in my responses to this Questionnaire has changed, or any development occurs which
requires a change in my answers, or has for any other reason become incorrect, I will promptly
furnish any necessary or appropriate correcting information to the following:

                   Shareholder Services
                   Spark Networks plc
                   8383 Wilshire Blvd., Suite 801
                   Beverly Hills, California 90211
                   shareholder@spark.net
                   HTU                       UTH




                   Fax: (323) 658-3016

I understand and agree that this Questionnaire, as completed by me, and my further
communications regarding the matters contemplated herein, will be relied upon by the Company.

I understand that material misstatements or the omission of material facts in the Registration
Statement may give rise to civil and criminal liabilities to the Company, to each officer and
director of the Company signing the Registration Statement and other persons signing such
documents. I will notify the Company of any such misstatement of a material fact in the
Registration Statement or any amendment thereto related to the information contained in this
Questionnaire, and of the omission of any material fact necessary to make the statements
contained therein not misleading, as soon as practicable after, and if, I become aware of any such
misstatement.

                            [Signature Appears on Following Page]




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       IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Questionnaire to be executed and delivered either in person or by its duly authorized agent.


Dated: __________________

                                            __________________________________________
                                            Selling Shareholder
                                            (Print/type full legal name of beneficial owner of
                                            Ordinary Shares)


                                            By: __________________________________
                                                Name:
                                                Title:




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                                          APPENDIX 1

                                         DEFINITIONS


For the purpose of this Questionnaire, the following definitions apply:

Affiliate means a person that directly, or indirectly through one or more intermediaries, controls,
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or is controlled by, or is under common control with, another specified person.

Beneficial Ownership , under the rules and pronouncements of the SEC, includes a wide range
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of direct and indirect rights and interests in securities. Direct beneficial ownership includes
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securities registered in your name, individually or jointly with others, as well as securities held
for your account by a bank, broker, custodian, agent or nominee. In the view of the SEC, you are
deemed to be the indirect beneficial owner of securities held in the name of your spouse, your
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minor children or any relative of yours or your spouse who shares your home, in the absence of
facts demonstrating the contrary (for example, legal separation from your spouse). In addition,
you may also have a reportable indirect beneficial interest in securities owned by a partnership,
estate or trust in which you have a beneficial interest or in securities owned by a personal
holding company of which you are a control person.

        Under the SEC’s rules, you are deemed to be the beneficial owner of any securities over
which you have, or share, directly or indirectly (by any contract, arrangement, understanding,
relationship or otherwise) “voting power” and/or “investment power.” For this purpose, “voting
power” includes the power to vote, or to direct the voting of, securities, and “investment power”
includes the power to dispose of, or to direct the disposition of, securities.

         Also, you are deemed to be the beneficial owner of securities which you have the right to
acquire beneficial ownership of within 60 days (whether or not you expect to exercise such
right), including but not limited to any right to acquire securities (i) through the exercise of any
option, warrant or right, (ii) through the conversion of a security, (iii) pursuant to the power to
revoke a trust, discretionary account or similar arrangement, or (iv) pursuant to the automatic
termination of a trust, discretionary account or similar arrangement.

        In this Questionnaire, please include the full amount of securities in which you have any
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beneficial ownership interest as described above, even though another individual or entity may
also have a beneficial ownership interest in the same securities.

Broker-Dealer : The term “broker” generally means any person engaged in the business of
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effecting transactions in securities for the account of others (Section 3(a)(4) of the Exchange
Act). The term “dealer” generally means any person engaged in the business of buying and
selling securities for such person’s own account through a broker or otherwise. (Section 3(a)(5)
of the Exchange Act). Broker-dealers are required to be registered pursuant to Section 15(a) of
the Exchange Act.




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Control means the possession, directly or indirectly, of the power to direct or cause the direction
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of the management and policies of another person, whether through the ownership of voting
securities, by contract or otherwise.

Exchange Act means the Securities Exchange Act of 1934, as amended.
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Material Relationship . The term “material relationship” is to be determined on the basis of the
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significance of the information in light of all the circumstances of the particular case, including
but not limited to the likelihood that a reasonable investor would attach importance to the
information when making an investment decision with respect to the securities of the Company.
“Material” has not been defined by the Securities and Exchange Commission (the “ SEC” ). The
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SEC, however, is likely to construe as material any relationship which tends to impact arm’s
length bargaining in dealings with a company, whether arising from a close business connection,
family relationship, a relationship of control or otherwise. For example, you should conclude
that you have such a relationship with any organization of which you own, directly or indirectly,
10% more of the outstanding voting stock, or in which you have some other substantial interest,
and with any person or organization with whom you have, or with whom any relative (or any
other person or organization as to which you have any of the foregoing other relationships) has, a
contractual relationship.




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