This Agreement is made on [insert date]

Parties

1. 1

   [Insert name of Company in which the shares are to be 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),

1. 2

   The several persons whose names and addresses are set out in Schedule 2 (together the Existing Shareholders), and

1. 3

   [Insert name of subscriber] [incorporated in England and Wales under number [insert company number]] [whose registered office is at OR of] [insert address] (Subscriber)

   (each being a Party and together the Parties).

BACKGROUND:

The Subscriber has agreed to subscribe for Shares subject to and in accordance with the terms and conditions of 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 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;

         Completion

         1. •

            means completion of the matters described in this Agreement