This Agreement is made on [insert date]

Parties

1. 1

   [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address], brief particulars of which are set out in Schedule 1 (Company), and

1. 2

   The several persons whose names and addresses are set out in Schedule 2 (each an Original Shareholder and, together, the Original Shareholders).

[each of the Company and the Shareholders (including the Original Shareholders) being a Party and together the Company and the Shareholders are the Parties.]

background

The Shareholders are the sole shareholders of the Company and have agreed with the Company and each other to exercise their rights in relation to the Company in accordance with this Agreement.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

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

         Annual Budget

         1. •

            means the annual operating budget adopted under clause 6.2.1;

         Articles

         1. •

            means the articles of association of the Company (as amended from time to time);

         Board

         1. •

            means the board of Directors from time to time;

         Business