£ [insert number]

[insert rate]% Convertible [subordinated ]redeemable Loan Notes

20[insert year]

[insert name of issuer]

This Instrument is dated [insert day and month] 20[insert year]

Parties

1. 1

   [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose Registered office is at [insert address] (Issuer)

Background

The Issuer has resolved to create up to a maximum nominal amount of £[insert number] [insert rate]% convertible [subordinated ]redeemable loan notes to be constituted as set out in this document.

It is agreed as follows:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings:

         Business Day

         1. •

            means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;

         Certificate

         1. •

            means the certificate in the form set out in Schedule 3;

         Conditions

         1. •

            means the conditions set out in Schedule 1 as amended from time to time in accordance with this document;

         Default Event

         1. •

            means any of the events specified in clause 11;

         Encumbrance

         1. •

            means any mortgage, claim,