Declaration of Trust – for England & Wales

This deed is made on [DATE] by System Day (Nominees) Ltd whose registered office is at 11 Church Road, Great Bookham, Surrey, KT23 3PB (Nominee).

DECLARATION OF TRUST

1.1 The Nominee is the registered owner of the shares listed in the nominee register (the “Register”) held by the Nominee from time to time, which is held electronically.

1.2 The Nominee declares that it:

(a) holds the Shares as nominee and on trust for the beneficial owner listed as the ultimate owner of the Shares (the “Beneficial Owner”); and
(b) it has no beneficial interest in the Shares.

2. NOMINEE’S UNDERTAKINGS

2.1 The Nominee undertakes to:

(a) account to the Beneficial Owner for all dividends, interest, bonuses, distributions or other payments paid to the Nominee in respect of the Shares.
(b) exercise as the Beneficial Owner may from time to time direct (but not otherwise) all voting and other rights, powers and privileges attaching to the Shares or otherwise vested in the Nominee as registered holder of the Shares.
(c) notify the Beneficial Owner of any notice, letter or other document received by the Nominee in its capacity as registered holder of the Shares.
and
(d) transfer the Shares & Loans as the Beneficial Owner directs.

3. GOVERNING LAW AND JURISDICTION

This deed and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each of the Nominee and the Beneficial Owner agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes and claims).

Executed as a deed by System Day (Nominees) Ltd

Director

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