SHAREHOLDER AGREEMENT

Gamezon Space Corporation

Effective Date: 1 May 2026
Company: Gamezon Space Corporation
Jurisdiction: Republic of Kenya
Document Type: Shareholder Agreement

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TABLE OF CONTENTS

1. Introduction

2. Definitions

3. Purpose of Agreement

4. Company Structure

5. Share Capital & Ownership

6. Rights of Shareholders

7. Shareholder Obligations

8. Governance Structure

9. Board of Directors

10. Voting Rights

11. Funding & Capital Contributions

12. Transfer of Shares

13. Pre-Emptive Rights

14. Drag-Along Rights

15. Tag-Along Rights

16. Dividend Policy

17. Reserved Matters

18. Confidentiality

19. Intellectual Property

20. Compliance & Regulatory Obligations

21. Anti-Money Laundering (AML) & KYC

22. Data Protection & Privacy

23. Risk Acknowledgement

24. Dispute Resolution

25. Limitation of Liability

26. Force Majeure

27. Termination

28. Notices

29. Amendments

30. Governing Law

31. General Provisions

32. Execution & Signatures

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1. INTRODUCTION

This Shareholder Agreement (“Agreement”) is entered into by and among the shareholders of Gamezon Space Corporation (“Company”) for the purpose of defining the ownership structure, governance framework, shareholder rights, investment protections, operational procedures, and management responsibilities of the Company.

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This Agreement establishes a legally binding framework governing the relationship between the Company and its shareholders and is intended to support transparent governance, investor confidence, sustainable growth, and long-term enterprise development.

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2. DEFINITIONS

For purposes of this Agreement:

“Board”

Means the Board of Directors of Gamezon Space Corporation.

“Company”

Means Gamezon Space Corporation and its subsidiaries, affiliates, successors, or permitted assigns.

“Shareholder”

Means any individual, entity, institution, investor, or organization holding shares in the Company.

“Shares”

Means equity securities issued by the Company representing ownership interests.

“Investor”

Means any shareholder participating through investment, funding, or strategic capital contribution.

“Funding Round”

Means any approved capital raising exercise including Pre-Seed, Seed, Series A, Series B, or future funding stages.

“Confidential Information”

Means non-public information relating to the Company’s operations, technology, financials, investors, or strategic plans.

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3. PURPOSE OF AGREEMENT

This Agreement is intended to:

• Define shareholder rights and obligations

• Establish governance procedures

• Protect shareholder interests

• Regulate share ownership and transfer

• Support investor confidence

• Promote transparent corporate operations

• Facilitate sustainable growth

• Ensure regulatory compliance

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4. COMPANY STRUCTURE

Corporate Identity

Gamezon Space Corporation is a multinational e-commerce and technology company focused on digital commerce, shareholder management systems, investment infrastructure, and scalable technology ecosystems.

Principal Business Activities

The Company may engage in:

• E-commerce operations

• Shareholder registration services

• Investment technology systems

• Digital financial infrastructure

• AI-powered business systems

• Logistics and digital services

• Technology innovation initiatives

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5. SHARE CAPITAL & OWNERSHIP

Authorized Share Capital

The Company may issue shares as approved by the Board and shareholders in accordance with applicable laws and governance procedures.

Share Classes

The Company may issue:

• Ordinary Shares

• Preferred Shares

• ESOP Shares

• Convertible Securities

• Strategic Investment Shares

Ownership Records

The Company shall maintain accurate shareholder records through secure shareholder management systems.

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6. RIGHTS OF SHAREHOLDERS

Subject to applicable laws and share class rights, shareholders may have rights to:

i. Equity Ownership

Participation in ownership of the Company proportional to issued shares.

ii. Voting Participation

Participation in shareholder voting processes.

iii. Dividend Eligibility

Eligibility for dividend consideration where approved.

iv. Information Rights

Access to certain corporate information and shareholder communications.

v. Participation Rights

Opportunity to participate in future approved funding rounds subject to Company policies.

vi. Governance Participation

Participation in governance procedures as defined under Company policies.

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7. SHAREHOLDER OBLIGATIONS

Shareholders agree to:

• Comply with applicable laws

• Support lawful Company operations

• Maintain confidentiality

• Respect governance procedures

• Avoid activities harmful to the Company

• Comply with KYC and AML requirements

• Maintain accurate shareholder information

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8. GOVERNANCE STRUCTURE

The Company shall maintain governance systems supporting:

• Accountability

• Transparency

• Ethical operations

• Investor protection

• Operational oversight

• Strategic management

Governance structures may include:

• Board committees

• Compliance oversight functions

• Investor relations systems

• Internal control procedures

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9. BOARD OF DIRECTORS

Board Authority

The Board shall oversee:

• Strategic direction

• Financial oversight

• Risk management

• Compliance systems

• Operational performance

• Corporate governance

Board Composition

The Board may include:

• Founder directors

• Investor representatives

• Independent directors

• Strategic advisors

Board Meetings

Meetings may be conducted physically or electronically in accordance with applicable laws.

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10. VOTING RIGHTS

Voting Entitlement

Voting rights shall be exercised in proportion to share ownership unless otherwise defined by share class rights.

Shareholder Resolutions

Resolutions may relate to:

• Director appointments

• Funding approvals

• Share issuances

• Mergers or acquisitions

• Governance amendments

• Major operational decisions

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11. FUNDING & CAPITAL CONTRIBUTIONS

The Company may raise capital through:

• Angel investment

• Venture capital participation

• Institutional investment

• Strategic partnerships

• ESOP participation

• Public market offerings

Capital contributions shall be governed by approved investment agreements and funding documentation.

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12. TRANSFER OF SHARES

Restrictions

Shares may not be transferred without compliance with:

• Applicable laws

• Company approval procedures

• Shareholder rights provisions

• Transfer policies

Transfer Procedures

Shareholders seeking transfer may be required to:

• Provide written notice

• Obtain approvals where required

• Complete compliance verification

• Execute transfer documentation

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13. PRE-EMPTIVE RIGHTS

Existing shareholders may have the right to participate proportionally in future share issuances to prevent undue dilution of ownership interests.

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14. DRAG-ALONG RIGHTS

Where approved by required shareholder thresholds, majority shareholders may require minority shareholders to participate in approved acquisition or sale transactions subject to fair treatment provisions.

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15. TAG-ALONG RIGHTS

Minority shareholders may have rights to participate proportionally in certain approved share sale transactions involving majority shareholders.

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16. DIVIDEND POLICY

Dividend distributions shall be subject to:

• Company profitability

• Cash flow performance

• Growth strategy

• Board recommendations

• Shareholder approvals

• Expansion priorities

The Company may prioritize reinvestment into growth and infrastructure development.

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17. RESERVED MATTERS

Certain matters may require enhanced shareholder or Board approval.

Reserved matters may include:

• Amendments to constitutional documents

• Major acquisitions

• Mergers

• Share capital restructuring

• Public offerings

• Dissolution or liquidation

• Significant borrowing

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18. CONFIDENTIALITY

Shareholders shall maintain confidentiality regarding:

• Financial information

• Investor records

• Technology systems

• Operational strategies

• Proprietary business information

Confidential information shall not be disclosed without authorization except where required by law.

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19. INTELLECTUAL PROPERTY

All intellectual property developed by or for the Company shall remain the exclusive property of Gamezon Space Corporation unless otherwise agreed in writing.

This may include:

• Software systems

• Trademarks

• Branding

• Proprietary technology

• Business processes

• Platform infrastructure

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20. COMPLIANCE & REGULATORY OBLIGATIONS

The Company and shareholders shall comply with:

• Corporate governance standards

• Securities regulations

• Data protection laws

• AML regulations

• KYC procedures

• Tax obligations

• Financial reporting requirements

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21. ANTI-MONEY LAUNDERING (AML) & KYC

Shareholders and investors may be required to provide:

• Government-issued identification

• Proof of address

• Beneficial ownership information

• Corporate registration documents

• Source of funds information

The Company reserves the right to refuse participation where compliance obligations are not satisfied.

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22. DATA PROTECTION & PRIVACY

The Company shall implement reasonable measures supporting:

• User privacy protection

• Secure information handling

• Controlled data access

• Consent-based data processing

• Cybersecurity risk management

Shareholder information may be processed in accordance with applicable privacy laws and Company policies.

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23. RISK ACKNOWLEDGEMENT

Shareholders acknowledge that investment in private companies involves risks including:

• Market risks

• Liquidity limitations

• Technology risks

• Regulatory changes

• Competitive pressures

• Operational challenges

No guarantees are made regarding future financial performance or investment returns.

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24. DISPUTE RESOLUTION

i. Good Faith Negotiation

Parties agree to attempt resolution through good faith negotiations.

ii. Mediation

Unresolved disputes may proceed to mediation.

iii. Arbitration

Where mediation fails, disputes may be resolved through binding arbitration in accordance with applicable laws.

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25. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Company shall not be liable for indirect, consequential, incidental, or speculative losses arising from shareholder participation or investment activities.

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26. FORCE MAJEURE

The Company shall not be liable for delays or failures resulting from events beyond reasonable control including:

• Natural disasters

• Government restrictions

• Cybersecurity incidents

• Infrastructure failures

• Market disruptions

• Acts of war or terrorism

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27. TERMINATION

This Agreement may terminate upon:

• Dissolution of the Company

• Mutual written agreement

• Completion of liquidation procedures

• Legal termination requirements

Certain provisions including confidentiality and dispute resolution shall survive termination.

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28. NOTICES

Official notices may be delivered through:

• Email communication

• Registered mail

• Shareholder portal notifications

• Corporate communication systems

Shareholders are responsible for maintaining accurate contact information.

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29. AMENDMENTS

This Agreement may only be amended through written approval in accordance with required shareholder and governance procedures.

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30. GOVERNING LAW

This Agreement shall be governed by the laws of the Republic of Kenya unless otherwise determined by applicable regulatory requirements.

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31. GENERAL PROVISIONS

a. Entire Agreement

This Agreement constitutes the complete understanding among the parties regarding shareholder participation and governance matters.

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b. Severability

If any provision is determined unenforceable, remaining provisions shall remain valid.

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c. Electronic Signatures

Electronic execution and digital signatures may be accepted where legally permitted.

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32. EXECUTION & SIGNATURES

By signing this Agreement, the parties acknowledge that they:

• Have read and understood the Agreement

• Agree to be legally bound

• Accept shareholder rights and obligations

• Confirm compliance with applicable laws

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COMPANY EXECUTION

Gamezon Space Corporation

Authorized Representative: ____________________

Title: _________________________________

Signature: _____________________________

Date: ________________________________

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SHAREHOLDER EXECUTION

Shareholder Name: ______________________

Signature: _____________________________

Date: ________________________________

Shareholding: __________________________

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WITNESS

Witness Name: _________________________

Signature: _____________________________

Date: ________________________________