Alta Group N.V.

Shareholders' Agreement

1. Purpose

This Shareholders' Agreement establishes the basic rights, restrictions, and obligations of the shareholders of Alta Group N.V. (the "Company").

The intent of this Agreement is to keep ownership of Alta Group clear, stable, and controlled while allowing the Company to issue shares, raise capital, own subsidiaries, and operate as the parent company of the Alta ecosystem.

2. Share Classes

Alta Group may issue the following classes of shares:

2.1 Class A Voting Shares

Class A shares carry full voting rights.

Class A shareholders may vote on matters submitted to shareholders under the Articles of Incorporation, Bylaws, this Agreement, or any resolution of the Board.

2.2 Class B Non-Voting Shares

Class B shares do not carry voting rights unless otherwise approved by the Board.

Class B shares may receive dividends if dividends are declared by the Board.

The Board may later amend the rights of Class B shares to provide limited voting rights, economic rights, or other rights, provided such amendment is approved in accordance with the Bylaws.

3. Founder Control

The Founder shall retain permanent control over the Chairmanship of Alta Group unless the Founder voluntarily resigns.

No shareholder vote, Board action, transfer of shares, amendment, resolution, or other corporate action may remove, replace, suspend, or limit the Founder as Chairman without the Founder’s written consent.

The Founder may hold Class A shares, Class B shares, or any other class of shares approved by the Company.

4. Voting Rights

Each Class A share shall carry one vote unless otherwise provided by the Board or a later amendment.

Class B shares shall not vote except where required by this Agreement, the Bylaws, or a specific written resolution of the Board.

Shareholder action shall be approved by the voting threshold stated in the Bylaws. If no threshold is stated, approval shall require a majority of the voting power present or represented.

Removal of directors, major amendments to shareholder rights, or changes affecting Founder control shall require a supermajority vote and, where applicable, the written consent of the Founder.

5. Transfer Restrictions

No shareholder may sell, assign, pledge, transfer, or otherwise dispose of shares without approval of the Board.

The Company may refuse to recognize any transfer that was not approved in accordance with this Agreement.

The purpose of this restriction is to prevent unwanted ownership changes and preserve the stability of Alta Group.

6. Right of First Refusal

Before transferring shares to any third party, a shareholder must first offer those shares to the Company on the same terms.

The Company may purchase some or all of the offered shares.

If the Company declines, the Board may approve or reject the proposed third-party transfer.

7. Company Buyback Rights

The Company may repurchase shares from a shareholder if approved by the Board.

The Company may also repurchase shares if a shareholder:

• resigns from an executive or staff role;
• is removed for cause;
• violates this Agreement;
• attempts an unauthorized transfer;
• acts against the interests of Alta Group or its subsidiaries.

The purchase price and terms shall be determined by the Board unless otherwise agreed in writing.

8. Dividends

Dividends are not guaranteed.

The Board may declare dividends when it determines that doing so is in the best interests of the Company.

Dividends may be paid differently by share class if permitted by the rights of that share class.

No shareholder may demand a dividend unless one has been declared by the Board.

9. Issuance of New Shares

Alta Group may issue new shares only with Board approval.

The Board may determine:

• the class of shares;
• the number of shares;
• the price or consideration;
• voting rights;
• dividend rights;
• transfer restrictions;
• any other terms.

The Company may issue shares to founders, executives, directors, employees, investors, advisors, subsidiaries, or strategic partners.

10. Subsidiary Shares

Subsidiaries of Alta Group may issue shares only with approval of Alta Group.

Alta Group shall control the issuance, transfer, ownership, and restructuring of subsidiary shares.

Unless otherwise approved by Alta Group, subsidiaries shall issue only one class of voting shares.

11. Confidentiality

Shareholders may receive confidential information about Alta Group or its subsidiaries.

Shareholders must not disclose confidential information unless authorized by the Company.

Confidential information includes financial records, business plans, internal policies, technology, source code, documents, strategy, customer information, operational data, and any non-public information of Alta Group or its subsidiaries.

12. Duty Not to Harm the Company

Shareholders shall not knowingly act in a manner intended to damage Alta Group, its subsidiaries, its reputation, its platforms, its services, its technology, or its business interests.

The Company may take action against any shareholder who materially harms the Company or violates this Agreement.

13. Amendments

This Agreement may be amended by approval of the Board and the required shareholder vote under the Bylaws.

Any amendment affecting Founder control, the role of Chairman, Class A voting rights, or transfer restrictions shall also require the written consent of the Founder.

14. Relationship to Other Governance Documents

This Agreement should be read together with:

• AG-COR-001 — Articles of Incorporation;
• AG-COR-002 — Bylaws;
• any Reserved Powers Resolution adopted by the Board;
• any subsidiary governance charter approved by Alta Group.

If this Agreement conflicts with the Bylaws, the Bylaws shall control unless the Board determines otherwise.

15. Acceptance

Any person who receives, purchases, accepts, or holds shares of Alta Group agrees to be bound by this Agreement.

16. Adoption

This Shareholders' Agreement is adopted by Alta Group N.V. as a governing document of the Company.