This Agreement is made on [insert day and month] 20[insert year]

Parties

1. 1

   [insert name of seller] [of [insert address] OR trading as [insert trading name] of [insert address] OR a firm whose principal place of business is [insert address of firm] OR [an LLP OR a company] incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address]] (the Seller), and

1. 2

   [insert company name], a company incorporated in England and Wales with registered number [insert company number], whose registered office is at [insert address] (the Company).

Recitals:

1. 1. (A)

      The Company has a share capital of [insert amount] divided into [insert number] [insert class] shares of [insert nominal value] each.

   1. (B)

      The Seller is the legal and beneficial owner and sole registered holder of the Sale Shares (as defined below).

   1. (C)

      It is proposed that the Company shall purchase the Sale Shares from the Seller on the terms of this agreement.

The parties agree:

1. 1. 1

      Definitions and interpretation