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This Agreement is made [as a deed] on [insert date]

Parties

1. 1

   [insert name of buyer] [incorporated and registered in [insert place of incorporation] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Buyer); and

1. 2

   [insert name of seller] [incorporated and registered in [insert place of incorporation ] under number [insert company number] whose registered office is at [insert address] OR of [insert address]] (the Seller).

background:

1. 1. (A)

      The Seller has full legal and beneficial ownership of the Option Shares.

   1. (B)

      The Seller and Buyer have agreed to enter into a put and call option on the terms, conditions and provisions of this agreement.

   1. (C)

      [The parties intend to execute this agreement as a deed.]

It is agreed as follows:

1. 1. 1

      Definitions

      1. 1.1

         In this agreement the following expressions shall have the following meanings:

         Articles

         1. •

            means the articles of association of the Company from time to time;

         Auditors

         1. •

            means the auditors of the Company from time to time;

         Business Day

         1. •

            means a day on which clearing banks generally are open for business in the City