"Accounts" means the audited balance sheet of the Company as at the Accounts Date and the audited profit and loss account, cash flow statement and statement of changes in equity of the Company for the financial year ended on the Accounts Date. The term includes all notes, directors' reports and auditors' reports relating to them. The Accounts have been prepared in accordance with [applicable accounting standards] (the "Accounting Standards") and were delivered to the Buyer before the execution of this Agreement.

"Accounts Date" means [date], being the date as at which the most recent audited balance sheet of the Company was prepared.

"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which commercial banks are generally open for the transaction of normal banking business in [city/jurisdiction].

"Disclosure Letter" means the letter dated the Effective Date from the Seller to the Buyer, in the agreed form and accepted in writing by the Buyer before the execution of this Agreement. It sets out specific disclosures against the Warranties, and each disclosure in it is expressed to qualify only the particular Warranty to which it is specifically referenced. "Disclosed" means fairly disclosed in the Disclosure Letter with sufficient detail to enable a reasonable buyer to identify the nature, scope and financial effect of the matter disclosed.

"Encumbrance" means any of the following, together with any agreement or commitment to create any of them:

- any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation or assignment by way of security;

- any option, equity, claim or right of pre-emption, first refusal or other third-party right or interest;

- any retention of title arrangement; and

- any other security interest or arrangement having similar effect.

"Losses" means all losses, liabilities, damages, costs (including reasonable legal, accounting and other professional fees and expenses), charges, expenses, fines, penalties, interest, awards, settlements, judgments, demands, claims and actions of any nature, whether actual or contingent. The term includes any diminution in the value of the Shares or of the assets of the Company, and any loss of profit to the extent it is a direct consequence of the matter giving rise to the claim.

"Tax" or "Taxation" means all forms of taxation, duties, levies, imposts, contributions, withholdings and charges, whether direct or indirect, imposed by any national, federal, state, provincial, municipal, local or supranational authority or body competent to impose, assess or collect them (a "Tax Authority"). The term includes:

- income, profits, gains, sales, value added, goods and services, payroll, employment, social security, property, transfer, stamp, registration, customs and excise taxes; and

- all penalties, fines, surcharges and interest relating to any of them.

"Transaction Documents" means this Agreement, the Disclosure Letter, the Escrow Agreement and every other document entered into or delivered pursuant to this Agreement.

In this Agreement, unless the context otherwise requires:

- references to Sections are to the Sections of this Agreement, identified by their subject matter;

- words in the singular include the plural and vice versa;

- references to a person include any individual, firm, corporation, partnership, trust, governmental authority or other entity;

- the words "include", "including" and "in particular" are illustrative and do not limit the generality of the preceding words;

- references to any document are to that document as amended, novated or supplemented from time to time;

- headings are for convenience only and do not affect interpretation;

- any obligation on the Seller not to do something includes an obligation not to permit or suffer that thing to be done by the Company or by any person connected with the Seller; and

- no rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement or any part of it.

Subject to the terms and conditions of this Agreement, the Seller shall sell, and the Buyer shall purchase, on Completion all of the issued shares in the capital of the Company. These comprise [number] shares of [class and nominal value, if any] each, representing one hundred percent (100%) of the issued share capital of the Company (the "Shares").

The Seller shall sell the Shares with full title guarantee, free from all Encumbrances, and together with all rights attaching to them at the Effective Date or at any time thereafter. Those rights include the right to receive all dividends, distributions and returns of capital declared, made or paid on or after the Effective Date.

The Seller hereby waives, and shall procure the waiver of, any and all rights of pre-emption, rights of first refusal, tag-along or drag-along rights, or other restrictions on transfer which may exist in relation to any of the Shares, whether under the constitutional documents of the Company, any shareholders' agreement or otherwise. The Seller shall procure that all consents necessary to give effect to the transfer of the Shares to the Buyer are obtained on or before Completion.

The Buyer shall not be obliged to complete the purchase of any of the Shares unless the purchase of all of the Shares is completed simultaneously in accordance with this Agreement.

Title to, and risk in, the Shares shall pass to the Buyer on Completion. Until Completion, the Seller shall bear all risk relating to the Shares and to the business, assets and liabilities of the Company.

The Seller shall not, from the Effective Date until Completion, create or permit to subsist any Encumbrance over any of the Shares. Nor shall the Seller transfer, dispose of or agree to transfer or dispose of any legal or beneficial interest in any of the Shares, other than to the Buyer pursuant to this Agreement.

The Seller acknowledges that the Buyer may nominate one or more of its wholly owned subsidiaries to acquire all or some of the Shares at Completion by written notice to the Seller not less than [number] Business Days before Completion. In that event, the Buyer shall remain jointly and severally liable with any such nominee for the obligations of the Buyer under this Agreement.

Completion is conditional upon the satisfaction, or waiver by the Buyer in accordance with this Section, of each of the following conditions (the "Conditions"):

- the receipt of all regulatory, merger control, antitrust and foreign investment clearances, approvals or consents required in connection with the transaction contemplated by this Agreement, as specified at [list of required clearances], on terms satisfactory to the Buyer acting reasonably;

- the receipt of written consents or waivers, in a form satisfactory to the Buyer, from the counterparties to [list of material contracts containing change of control provisions];

- the Warranties being true, accurate and not misleading on the Effective Date and at all times up to Completion;

- the Seller having complied in all material respects with its obligations under the Section headed Conduct of Business Pending Completion;

- no Material Adverse Change having occurred;

- no order, injunction, judgment or decision of any court or governmental authority being in effect which restrains, prohibits or makes illegal the transaction contemplated by this Agreement; and

- [any additional conditions, such as financing, third-party releases or completion of a pre-sale reorganization].

For the purposes of this Agreement, "Material Adverse Change" means any event, circumstance, change or effect which, individually or in aggregate, has, or could reasonably be expected to have, a material adverse effect on any of the following:

- the business, operations, assets, liabilities, financial condition, results of operations or prospects of the Company; or

- the ability of the Seller to perform its obligations under the Transaction Documents.

Without limiting the foregoing, any event or series of events which results, or could reasonably be expected to result, in a reduction in the net assets of the Company of [amount] [currency] or more, or in the annual revenues or earnings before interest, tax, depreciation and amortization of the Company of [percentage]% or more, shall constitute a Material Adverse Change.

The Seller shall use its best endeavors to procure the satisfaction of the Conditions as soon as practicable after the Effective Date and in any event by [time] on [date] (the "Long Stop Date"). The Buyer shall use its reasonable endeavors to procure the satisfaction of the Condition relating to regulatory clearances, to the extent that such Condition is within its control. However, the Buyer shall not be required to do any of the following:

- offer or accept any undertaking, commitment, divestment or behavioral remedy;

- litigate or contest any decision of a governmental authority; or

- agree to any modification of the terms of this Agreement.

The Buyer may, in its sole discretion and at any time, waive in whole or in part and conditionally or unconditionally any of the Conditions by written notice to the Seller, other than any Condition the waiver of which is prohibited by applicable law. The Seller shall not be entitled to waive any Condition.

Each Party shall notify the other promptly, and in any event within [number] Business Days, upon becoming aware of any of the following:

- the satisfaction of any Condition; or

- any fact, matter or circumstance which will or may prevent any Condition from being satisfied by the Long Stop Date.

The Seller shall supply to the Buyer, promptly upon request, such information and assistance as the Buyer may reasonably require in connection with any filing or notification to any governmental or regulatory authority.

If any Condition has not been satisfied, or waived by the Buyer, by the Long Stop Date, the Buyer may by written notice to the Seller do any of the following:

- defer the Long Stop Date to a date falling not more than [number] days after the original Long Stop Date;

- proceed to Completion so far as practicable, without prejudice to its rights under this Agreement; or

- terminate this Agreement in accordance with the Section headed Termination.

The Parties acknowledge that the Buyer has entered into this Agreement and agreed the Purchase Price on the basis that the Warranties are true and accurate at the Effective Date and will continue to be true and accurate at Completion. No investigation by or on behalf of the Buyer prior to Completion shall diminish or affect the Conditions or the Buyer's rights in respect of them.

The aggregate consideration for the Shares shall be an amount equal to the following (the "Purchase Price"):

- [amount] [currency] (the "Base Price");

- plus the amount, if any, by which Completion Net Working Capital exceeds Target Net Working Capital, or minus the amount, if any, by which Completion Net Working Capital is less than Target Net Working Capital;

- plus Completion Cash; and

- minus Completion Indebtedness.

The Purchase Price shall in no event exceed the Base Price plus [amount] [currency].

For the purposes of this Agreement, the following terms have the following meanings:

- "Completion Net Working Capital" means the current assets of the Company, excluding cash, deferred tax assets and receivables from the Seller or any person connected with the Seller, less the current liabilities of the Company, excluding Indebtedness, in each case as at the close of business on the Completion Date and as shown in the Completion Accounts;

- "Target Net Working Capital" means [amount] [currency];

- "Completion Cash" means the aggregate amount of freely available and unrestricted cash and cash equivalents of the Company as at the close of business on the Completion Date, excluding trapped cash, deposits, cash held as collateral and uncleared receipts; and

- "Completion Indebtedness" or "Indebtedness" means all of the following liabilities of the Company as at the close of business on the Completion Date:

- borrowings and indebtedness in the nature of borrowings;

- finance and capital lease obligations;

- amounts owing to the Seller or any person connected with the Seller;

- accrued but unpaid Tax relating to any period ending on or before the Completion Date;

- unpaid bonuses, severance and pension deficits;

- deferred consideration for any acquisition;

- transaction costs incurred by or on behalf of the Company in connection with the sale of the Shares; and

- all interest, break costs, prepayment fees and penalties relating to any of the foregoing.

At Completion, the Buyer shall pay an amount equal to the following (the "Estimated Purchase Price"), on the basis of a good faith written estimate of Completion Net Working Capital, Completion Cash and Completion Indebtedness:

- the Base Price, as adjusted by such estimate;

- less the Escrow Amount; and

- less any Completion Indebtedness which the Buyer elects to discharge directly on behalf of the Company at Completion.

The Seller shall deliver the estimate to the Buyer not less than [number] Business Days before the Completion Date, together with reasonable supporting documentation. The Buyer may comment on the estimate, and the Seller shall take account of the Buyer's reasonable comments. The Estimated Purchase Price shall not exceed the Base Price.

Within [number] days after the Completion Date, the Buyer shall prepare, or procure that the Company prepares, and deliver to the Seller a draft balance sheet of the Company as at the close of business on the Completion Date (the "Completion Accounts"). The Completion Accounts shall be accompanied by a statement setting out the Buyer's calculation of Completion Net Working Capital, Completion Cash, Completion Indebtedness and the resulting Purchase Price.

The Completion Accounts shall be prepared in accordance with the following, applied in the order of priority set out below:

- first, the specific accounting policies set out at [specific accounting policies];

- second, to the extent not covered by such specific policies, the accounting principles, policies, procedures, categorizations and estimation techniques adopted in the preparation of the Accounts, to the extent consistent with the Accounting Standards; and

- third, to the extent not covered by the foregoing, the Accounting Standards.

The Completion Accounts shall take into account all information available up to the date of their delivery relating to circumstances existing at the Completion Date.

The Seller shall have [number] days from receipt of the draft Completion Accounts (the "Review Period") to notify the Buyer in writing of any disagreement (a "Disagreement Notice"). A Disagreement Notice shall specify in reasonable detail each item in dispute, the reasons for the disagreement and the Seller's proposed adjustment. Any items not so specified shall be deemed agreed. If no valid Disagreement Notice is delivered within the Review Period, the draft Completion Accounts shall be final and binding on the Parties. The Buyer shall provide the Seller with reasonable access during normal business hours to the books and records of the Company relevant to the review, solely for the purpose of such review.

If a valid Disagreement Notice is delivered, the Parties shall negotiate in good faith to resolve the disputed items. If they fail to do so within [number] days, either Party may refer the remaining disputed items to [name of independent accounting firm] or, if such firm is unable or unwilling to act, to an independent firm of chartered or certified public accountants of international standing nominated by [nominating body] (the "Independent Accountant"). The Independent Accountant shall:

- act as an expert and not as an arbitrator;

- determine only the items remaining in dispute, within the range of the Parties' respective positions;

- deliver its written determination within [number] days of its appointment; and

- allocate its fees between the Parties in inverse proportion to the extent to which each Party succeeds on the disputed items.

The determination of the Independent Accountant shall be final and binding on the Parties, save in the case of fraud or manifest error.

Within [number] Business Days after the Completion Accounts become final and binding, the following payments shall be made:

- if the Purchase Price exceeds the Estimated Purchase Price plus the Escrow Amount, the Buyer shall pay the excess to the Seller; and

- if the Purchase Price is less than the Estimated Purchase Price plus the Escrow Amount, the Seller shall pay the shortfall to the Buyer.

The Buyer may, at its election, recover any shortfall in whole or in part from the Escrow Amount by joint instruction to the Escrow Agent, which the Seller shall sign promptly upon request. In that case, the Seller shall within [number] Business Days pay into the Escrow Account an amount equal to the sum so released, so as to restore the Escrow Amount.

All payments under this Section shall be made in [currency] by electronic transfer of immediately available funds, without deduction, set-off or counterclaim except as expressly permitted in this Agreement. Payments shall be made to the account designated in writing by the recipient Party not less than [number] Business Days before the payment date. Any amount payable to the Buyer under this Section shall be treated as a reduction of the Purchase Price.

At Completion, the Buyer shall deposit [amount] [currency], or an amount equal to [percentage]% of the Base Price, whichever is greater (the "Escrow Amount"), out of the Purchase Price into an interest-bearing escrow account (the "Escrow Account") held by [name of escrow agent] (the "Escrow Agent"). The deposit shall be made pursuant to an escrow agreement to be entered into between the Buyer, the Seller and the Escrow Agent on or before Completion, in form and substance satisfactory to the Buyer and consistent with this Agreement (the "Escrow Agreement").

The Escrow Amount shall be held as security for, and may be applied in or towards satisfaction of, any of the following:

- any amount payable by the Seller to the Buyer pursuant to the Section headed Purchase Price and Completion Accounts Adjustment;

- any claim by the Buyer for breach of any Warranty;

- any claim by the Buyer under the indemnities in the Section headed Indemnities; and

- any other claim by the Buyer under or in connection with this Agreement or any other Transaction Document (each, a "Buyer Claim").

The Escrow Amount shall not limit the liability of the Seller, and the Buyer shall be entitled at its election to recover any Buyer Claim directly from the Seller in addition to, or instead of, recovering it from the Escrow Account.

The Escrow Amount shall be released in the following stages:

- on the date falling [number] months after the Completion Date, an amount equal to [percentage]% of the Escrow Amount then standing to the credit of the Escrow Account shall be released to the Seller; and

- on the date falling [number] months after the Completion Date (the "Final Release Date"), the balance shall be released to the Seller.

Each release under this clause shall be made less the aggregate amount of all Buyer Claims notified in writing by the Buyer on or before the relevant release date and which remain unsatisfied or unresolved at that date (the "Retained Amount"). The Buyer's good faith estimate of the amount of a Buyer Claim notified in writing shall be conclusive for the purposes of determining the Retained Amount.

Any Retained Amount shall continue to be held in the Escrow Account until the relevant Buyer Claim has been finally determined by agreement in writing between the Parties, by the final and binding determination of the Independent Accountant, or by a final, non-appealable judgment or award. Following that determination, the Retained Amount shall be applied as follows:

- first, in payment to the Buyer of the amount so agreed or determined to be due; and

- second, as to any balance remaining in respect of that Buyer Claim, in release to the Seller.

The Seller and the Buyer shall each give joint written instructions to the Escrow Agent, within [number] Business Days of a request by the other Party, as are necessary to give effect to this Section. If the Seller fails to give any such instruction, the Seller hereby irrevocably appoints the Buyer as its attorney, by way of security for the performance of its obligations, to sign such instruction on its behalf.

Interest accrued on the Escrow Amount shall follow the principal and shall be paid to the Party entitled to the principal sum to which it relates. The fees and expenses of the Escrow Agent shall be borne by the Seller and the Buyer in equal shares. Any Tax on interest accruing on the Escrow Account shall be borne by the Party ultimately entitled to such interest.

In addition to its rights under this Section, the Buyer shall be entitled to set off any amount due and payable to it by the Seller under this Agreement against any amount payable by the Buyer to the Seller under this Agreement, including any deferred or adjustment payment.

From the Effective Date until Completion, the Seller shall procure that the Company carries on its business in the ordinary and usual course, consistent with past practice and in compliance with all applicable laws. In particular, the Seller shall procure that the Company:

- uses all reasonable endeavors to preserve its assets, goodwill and business relationships with customers, suppliers, licensors, employees and regulators;

- maintains its assets in good repair and condition; and

- maintains in force all insurance policies and all licenses, permits and authorizations required for the conduct of its business.

Without the prior written consent of the Buyer, which may be given or withheld at the Buyer's absolute discretion, the Seller shall procure that the Company does not:

- allot, issue, redeem, repurchase or grant any right over any share or other security, or alter its share capital or constitutional documents;

- declare, make or pay any dividend or other distribution;

- incur, create or permit any Indebtedness or Encumbrance, other than trade credit in the ordinary course of business not exceeding [amount] [currency] in aggregate;

- acquire or dispose of any business, company, shares or material asset, or enter into any joint venture or partnership; or

- make any capital commitment exceeding [amount] [currency] individually or [amount] [currency] in aggregate.

Without the prior written consent of the Buyer, the Seller shall further procure that the Company does not:

- enter into, amend, terminate or waive any material right under any contract with a value exceeding [amount] [currency] per year, or any contract which is outside the ordinary course of business or of a long-term or onerous nature;

- employ or terminate the employment of any person whose annual remuneration exceeds [amount] [currency], or vary the terms of employment or engagement of any director, officer or employee, including any increase in remuneration, bonus or benefits;

- commence, settle or compromise any litigation, arbitration or other proceedings, or waive any material claim;

- change its accounting policies, accounting reference date, Tax residence or Tax elections, or settle any Tax liability or dispute; or

- agree, conditionally or otherwise, to do any of the foregoing.

The Seller shall not, and shall procure that the Company shall not, enter into any transaction with the Seller or any person connected with the Seller, nor make any payment to or for the benefit of any such person, other than the following:

- salary and expenses payable in the ordinary course under existing contracts Disclosed to the Buyer; and

- [any other permitted payments].

From the Effective Date until Completion, the Seller shall procure that the Buyer and its advisers and financiers are given prompt access, during normal business hours and on reasonable notice, to the premises, books, records, contracts, personnel and advisers of the Company. The Seller shall further procure that the Company provides such information regarding its business and affairs as the Buyer may reasonably request, including monthly management accounts within [number] Business Days after the end of each calendar month.

The Seller shall promptly notify the Buyer in writing upon becoming aware of any of the following:

- any fact, matter, event or circumstance which constitutes, or would or might constitute, a breach of any Warranty or of any obligation under this Section;

- any fact, matter, event or circumstance which constitutes, or would or might constitute, a Material Adverse Change; or

- any matter which would or might cause any Condition not to be satisfied.

Any such notice shall not cure any breach, constitute a disclosure against the Warranties, or limit or otherwise affect the Buyer's rights or remedies under this Agreement.

The Seller shall procure that the Company consults with the Buyer in good faith before taking any action or entering into any commitment which, although not prohibited by this Section, could reasonably be expected to have a material effect on the business or financial position of the Company.

Nothing in this Section shall operate so as to give the Buyer control of the Company before Completion, or to require any act or omission which would be in breach of applicable merger control or competition law. The Seller shall not be liable for any act or omission taken at the express written request of the Buyer.

Completion of the sale and purchase of the Shares ("Completion") shall take place at [place], or electronically by the exchange of documents and signatures, on the date falling [number] Business Days after the date on which the last of the Conditions has been satisfied or waived in accordance with this Agreement. Alternatively, Completion shall take place on such other date or at such other place as the Parties may agree in writing (the "Completion Date"). In no event shall Completion take place later than the Long Stop Date, unless the Buyer agrees otherwise in writing.

At Completion, the Seller shall deliver or procure the delivery to the Buyer of the following:

- duly executed transfers of the Shares in favor of the Buyer or its nominee, together with the original share certificates or, where applicable, an indemnity in form satisfactory to the Buyer in respect of any lost certificate;

- any waivers, consents and powers of attorney required to vest in the Buyer full legal and beneficial title to the Shares free from all Encumbrances;

- the statutory books, registers, minute books, common seal (if any), certificate of incorporation and constitutional documents of the Company, written up to date;

- the written resignations, in a form satisfactory to the Buyer, of [names of directors, officers and auditors to resign], each acknowledging that they have no claim of any nature against the Company;

- releases, in a form satisfactory to the Buyer, of all Encumbrances over the Shares and over the assets of the Company, together with evidence of the repayment of all Indebtedness owed by the Company to any lender or to the Seller or any person connected with the Seller, save as the Buyer elects to discharge directly at Completion;

- the Escrow Agreement, duly executed by the Seller;

- a certificate signed by the Seller confirming that each of the Warranties is true and accurate as at the Completion Date and that no Material Adverse Change has occurred; and

- all bank mandates, passwords, access credentials, keys and other property of the Company held by the Seller or any person connected with the Seller.

At Completion, the Seller shall procure that a meeting of the board of directors of the Company is held at which resolutions are passed to do the following:

- approve the registration of the transfers of the Shares, subject only to stamping or payment of transfer Taxes, where applicable;

- appoint such persons as the Buyer nominates as directors, secretary and auditors of the Company, with effect from Completion;

- accept the resignations referred to in this Section;

- revoke all existing bank mandates and replace them with mandates in favor of persons nominated by the Buyer; and

- change the registered office of the Company, if the Buyer so requests.

Subject to the Seller having complied with its obligations under this Section, the Buyer shall at Completion do the following:

- pay the Estimated Purchase Price to the Seller;

- deposit the Escrow Amount into the Escrow Account; and

- deliver to the Seller a counterpart of the Escrow Agreement, duly executed by the Buyer.

Payment of the amounts referred to in this clause in accordance with this Agreement shall constitute a full discharge of the Buyer's payment obligations at Completion. The Buyer shall not be concerned to see the application of any such payment.

The Buyer shall not be obliged to complete the purchase of any of the Shares unless the Seller complies fully with its obligations under this Section. If the Seller fails to comply with any such obligation, or if any of the Warranties is found to be untrue or inaccurate before Completion, the Buyer may by written notice to the Seller, and without prejudice to any other rights or remedies it may have, do any of the following:

- defer Completion to a date not more than [number] Business Days after the scheduled Completion Date, in which case the provisions of this Section shall apply to Completion as so deferred;

- proceed to Completion so far as practicable, without limiting its rights under this Agreement; or

- terminate this Agreement in accordance with the Section headed Termination.

The Seller shall procure that, on or before Completion, all amounts owing by the Seller or any person connected with the Seller to the Company are repaid in full, and that all agreements between the Company and the Seller or any person connected with the Seller are terminated without any liability on the part of the Company, save as the Buyer may agree in writing.

Following Completion, and pending registration of the Buyer as the holder of the Shares, the Seller shall hold the Shares and all dividends, distributions and rights attaching to them on trust for the Buyer. During that period, the Seller shall exercise all voting and other rights attaching to the Shares as the Buyer directs. For that purpose, the Seller hereby irrevocably appoints the Buyer as its attorney, by way of security, to exercise such rights and to execute any document in the name of the Seller.

The Seller warrants to the Buyer that each of the statements set out in this Section (the "Warranties") is true, accurate and not misleading as at the Effective Date. The Seller further warrants that each Warranty will be true, accurate and not misleading at all times up to and including Completion, by reference to the facts and circumstances then existing, and each Warranty shall be deemed to be repeated immediately before Completion. Each Warranty is separate and independent and, save as expressly provided, is not limited by reference to any other Warranty or any other provision of this Agreement.

As to capacity, title and the Shares, the Seller warrants that:

- the Seller has full power, capacity and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party, and such documents constitute valid and binding obligations of the Seller, enforceable in accordance with their terms;

- the execution and performance of the Transaction Documents will not breach any law, order, judgment, constitutional document or agreement binding on the Seller or the Company, or result in the termination of, or the acceleration of any obligation under, any agreement to which the Company is a party;

- the Seller is the sole legal and beneficial owner of the Shares, free from all Encumbrances;

- the Shares constitute the whole of the issued and allotted share capital of the Company, have been validly allotted and issued, and are fully paid;

- no person has any right to require the allotment, issue, sale, transfer, redemption or conversion of any share or loan capital of the Company; and

- the Company has no subsidiaries, branches or interests in any other undertaking.

As to accounts and financial matters, the Seller warrants that:

- the Accounts have been prepared in accordance with the Accounting Standards, applied consistently, and give a true and fair view of the assets, liabilities, financial position and state of affairs of the Company as at the Accounts Date and of its profits or losses for the period then ended;

- the management accounts of the Company for the period from the Accounts Date to [date] have been prepared with due care, on a basis consistent with the Accounts, and fairly present the financial position and results of the Company for that period;

- since the Accounts Date, the Company has carried on its business in the ordinary course, there has been no Material Adverse Change, and no dividend or distribution has been declared, made or paid;

- the Company has no Indebtedness other than as Disclosed, and no liabilities, whether actual, contingent or otherwise, other than those provided for in the Accounts or incurred in the ordinary course of business since the Accounts Date; and

- the books, records and accounts of the Company are complete, accurate and properly maintained, and are in the possession and control of the Company.

As to assets, contracts and intellectual property, the Seller warrants that:

- the Company is the sole legal and beneficial owner of, or has valid and enforceable rights to use, all assets used in or necessary for the conduct of its business, free from all Encumbrances;

- all such assets are in good repair and condition and are sufficient for the conduct of the business as currently conducted;

- each material contract to which the Company is a party is valid, binding and in full force and effect, and no party is in default under it;

- no notice of termination of any material contract has been given or received, and no material contract will be terminated or adversely affected as a result of the sale of the Shares;

- the Company owns, or has valid licenses to use, all intellectual property rights used in or necessary for its business;

- no such intellectual property right is being infringed by any third party, and the business of the Company does not infringe the rights of any third party; and

- the information technology systems of the Company are adequate for its business, have not suffered any material failure or security breach in the past [number] years, and all personal data processed by the Company has been processed in compliance with all applicable data protection laws.

As to employees, compliance and litigation, the Seller warrants that:

- full and accurate particulars of the identity, remuneration, benefits and terms of engagement of each director, officer, employee and consultant of the Company whose annual remuneration exceeds [amount] [currency] have been Disclosed;

- there is no outstanding or threatened dispute with any such person, any trade union or employee representative body;

- no such person has given or received notice of termination;

- all pension and benefit obligations of the Company have been fully funded and discharged;

- the Company has at all times conducted its business in compliance with all applicable laws, including anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, competition, consumer protection, health and safety and environmental laws;

- the Company holds, and is in compliance with, all licenses, permits and authorizations required for its business, none of which will be revoked or adversely affected by the sale of the Shares; and

- the Company is not engaged in, and no person for whom it is vicariously liable is engaged in, any litigation, arbitration, administrative, regulatory or criminal proceeding or investigation, and none is pending or threatened, nor are there circumstances likely to give rise to any such proceeding.

As to Tax, insurance and real property, the Seller warrants that:

- the Company has duly and punctually paid all Tax which it has become liable to pay, has made all deductions and withholdings required by law, and has made all returns and filings required for Tax purposes on time and on a proper basis;

- no such return or filing is the subject of any dispute, audit or investigation with any Tax Authority;

- the Company has not been and will not become liable for Tax primarily chargeable against any other person;

- the Company is and has always been resident for Tax purposes solely in [jurisdiction];

- the Company maintains, and has at all material times maintained, adequate insurance against all risks normally insured against by companies carrying on similar businesses, all such policies are in full force and effect, and no claim is outstanding; and

- the properties owned, leased or occupied by the Company, as Disclosed, are the only properties owned, leased or occupied by it, and the Company has good and marketable title or valid leasehold rights in respect of each of them, free from any adverse right, restriction or outstanding liability.

As to information, the Seller warrants that:

- all information contained in the Disclosure Letter, and all information supplied by or on behalf of the Seller or the Company to the Buyer or its advisers in the course of the negotiations leading to this Agreement, including in the virtual data room and in response to due diligence questions, was when given, and remains, true, complete and accurate in all material respects and not misleading; and

- there is no fact, matter or circumstance which has not been Disclosed and which, if disclosed, might reasonably be expected to influence the decision of a prudent buyer to purchase the Shares on the terms of this Agreement.

The Warranties are qualified only by matters Disclosed, and no other information of which the Buyer, its agents or advisers has actual, constructive or imputed knowledge shall prejudice any claim made by the Buyer under the Warranties or operate to reduce any amount recoverable. Without limitation, this applies to information obtained in the course of due diligence. The Seller acknowledges that the Buyer has entered into this Agreement in reliance upon the Warranties. The Seller waives, and undertakes not to make, any claim against the Company or any of its directors, officers or employees in respect of any information or advice supplied to the Seller in connection with the giving of the Warranties or the preparation of the Disclosure Letter.

The Buyer warrants to the Seller that it is duly incorporated and validly existing under the laws of [jurisdiction]. It further warrants that it has full corporate power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party, and that such documents will, when executed, constitute valid and binding obligations of the Buyer enforceable in accordance with their terms.

The Buyer warrants that the execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Buyer.

The Buyer warrants that the execution, delivery and performance by it of the Transaction Documents to which it is a party will not result in a breach of any of the following:

- any provision of its constitutional documents;

- any order, judgment or decree of any court or governmental authority by which the Buyer is bound; or

- any law or regulation applicable to the Buyer,

in each case to an extent which would materially and adversely affect its ability to complete the transaction contemplated by this Agreement.

The Buyer warrants that, subject only to the satisfaction of the Conditions, no consent, approval or authorization of any governmental authority is required by the Buyer for the execution and performance of this Agreement, save as has been obtained or as is contemplated by the Conditions.

The Buyer warrants that it will, at Completion, have available to it sufficient funds, whether from its own resources or committed debt or equity financing, to pay the Estimated Purchase Price and the Escrow Amount in accordance with this Agreement.

The Buyer warrants that there is no litigation, arbitration or administrative proceeding pending or, to the actual knowledge of the Buyer, threatened against the Buyer which would prevent or materially delay the Buyer from completing the transaction contemplated by this Agreement.

The warranties set out in this Section are the only warranties given by the Buyer in connection with the Transaction Documents. The Seller acknowledges that it has not relied upon any other representation, warranty or statement of the Buyer or its advisers. The liability of the Buyer for any breach of the warranties in this Section shall not in aggregate exceed the amount of the Estimated Purchase Price actually unpaid at the time of the claim.

The Seller shall indemnify and hold harmless the Buyer and the Company, and each of their respective officers, directors, employees and successors (the "Buyer Indemnified Persons"), against all Losses suffered or incurred by any of them arising out of or in connection with any breach of any of the Warranties, or any breach of any covenant or obligation of the Seller under any Transaction Document. This indemnity shall be without prejudice to the Buyer's right to claim damages on any other basis. Losses recoverable under this indemnity shall be calculated on the basis that the Buyer shall be put in the position it would have been in had the relevant Warranty been true and accurate or the relevant obligation been duly performed.

In addition, and irrespective of whether any matter has been Disclosed or is otherwise known to the Buyer, the Seller shall indemnify and hold harmless the Buyer Indemnified Persons on demand against all Losses suffered or incurred by any of them arising out of or in connection with any of the following:

- any Tax of the Company arising in respect of any period, or part of a period, ending on or before the Completion Date, or in respect of any event, transaction, income, profit or gain occurring, received or earned on or before the Completion Date, save to the extent specifically provided for in the Completion Accounts;

- any Tax for which the Company becomes liable as a result of the failure of the Seller or any person connected with the Seller to pay any Tax;

- [identified litigation, investigation or dispute], whether commenced before or after Completion;

- any non-compliance by the Company before Completion with any applicable law, license, permit or authorization;

- any claim by any current or former director, officer, employee or consultant of the Company in respect of any act, omission, entitlement or event occurring on or before Completion, including any claim relating to the misclassification of workers;

- any Indebtedness or any costs of the Company in connection with the transaction contemplated by this Agreement which are not taken into account in the Completion Accounts; and

- [any further specific matters identified in due diligence].

Indemnity claims under this clause are referred to as "Specific Indemnity Claims".

If the Buyer becomes aware of any claim or potential claim by a third party which may give rise to a claim against the Seller under this Agreement (a "Third Party Claim"), the Buyer shall notify the Seller in writing within a reasonable period after becoming so aware. Any failure or delay in giving such notice shall not relieve the Seller of its liability, except to the extent that the Seller is materially prejudiced by such failure or delay.

The Buyer shall have conduct of the defense, settlement and compromise of any Third Party Claim, and shall keep the Seller reasonably informed of its progress. The Buyer shall consult with the Seller in good faith before agreeing any settlement. However, the Buyer shall not be obliged to take any action which, in its reasonable opinion, would be prejudicial to its business, its relationship with customers, suppliers, employees or Tax Authorities, or its reputation. The Seller shall provide, and procure that its advisers provide, all such information and assistance as the Buyer may reasonably require in connection with any Third Party Claim.

All sums payable by the Seller under this Agreement shall be paid free and clear of any deduction or withholding, save as required by law. If any deduction or withholding is required by law, or if any sum paid to the Buyer is subject to Tax in the hands of the recipient, the Seller shall pay such additional amount as will ensure that the recipient receives and retains a net sum equal to the sum it would have received and retained had no such deduction, withholding or Tax been made or imposed.

At the Buyer's election, any payment by the Seller in respect of a claim under this Agreement shall be made to the Buyer or to the Company. Any payment to the Buyer shall, to the extent permitted, be treated as a reduction of the Purchase Price.

The Seller shall pay any amount due under the indemnities in this Section within [number] Business Days of written demand. Where a Losses relates to Tax, the payment shall be made by the later of that date and the date that is [number] Business Days before the last date on which the relevant Tax may be paid to the relevant Tax Authority without incurring interest or penalties.

The rights of the Buyer Indemnified Persons under this Section shall not be affected by Completion, by any investigation made by or on behalf of the Buyer, or by any information of which the Buyer has knowledge, whether actual, constructive or imputed. The Buyer may enforce this Section on behalf of each Buyer Indemnified Person.

The aggregate liability of the Seller in respect of all claims under or in connection with this Agreement and the other Transaction Documents shall not exceed an amount equal to the Purchase Price, as finally determined in accordance with this Agreement. This cap covers claims for breach of the Warranties, claims under the indemnities in the Section headed Indemnities, and all other claims, together with all costs and expenses recoverable in respect of them.

The Seller shall not be liable for any claim for breach of the Warranties, other than the Warranties as to capacity, title and the Shares and the Warranties as to Tax, unless both of the following apply:

- the amount of the Losses in respect of that claim, or of a series of claims arising from the same or similar facts, matters or circumstances, exceeds [amount] [currency] (the "De Minimis Threshold"); and

- the aggregate amount of all such claims exceeding the De Minimis Threshold exceeds [amount] [currency] (the "Basket").

Once the Basket is exceeded, the Seller shall be liable for the whole amount of all such claims, and not merely the excess. The De Minimis Threshold and the Basket shall not apply to Specific Indemnity Claims or to claims for breach of covenant.

The Seller shall not be liable for any claim unless the Buyer has given written notice to the Seller, stating in reasonable detail the nature of the claim and, so far as practicable, the amount claimed, within the following periods:

- in the case of a claim for breach of the Warranties as to capacity, title and the Shares, on or before the date falling [number] years after the Completion Date;

- in the case of a claim for breach of the Warranties as to Tax, or a Specific Indemnity Claim relating to Tax, on or before the date falling [number] months after the expiry of the period within which the relevant Tax Authority may assess or reassess the relevant Tax liability;

- in the case of any other Specific Indemnity Claim, on or before the date falling [number] years after the Completion Date; and

- in the case of any other claim, on or before the date falling [number] months after the Completion Date.

Any claim duly notified shall be deemed withdrawn unless legal proceedings in respect of it have been issued and served within [number] months after the date of notification. Where the claim is contingent or not yet quantifiable, that period shall run from the date on which the claim becomes actual or quantifiable.

The Buyer shall not be entitled to recover more than once in respect of the same Losses, and any amount recovered by the Buyer in respect of any Losses from a third party, including under any insurance policy, after deduction of all costs and expenses of recovery and any Tax payable on it, shall reduce the Seller's liability accordingly. The Buyer shall not be obliged to pursue recovery from any third party or insurer before claiming against the Seller. Nothing in this Agreement shall be construed as imposing on the Buyer any obligation to mitigate its Losses beyond the duty to mitigate imposed by applicable law.

The Seller shall not be liable for any claim to the extent that the relevant Losses arise or are increased as a result of any of the following:

- any change in law, or in the published practice of any Tax Authority, occurring after the Completion Date and having retrospective effect; or

- an amount having been specifically provided for, as a liability or reserve, in the Completion Accounts and taken into account in determining the Purchase Price.

None of the limitations in this Section shall apply to any claim arising from or increased by fraud, dishonesty, willful misconduct or willful concealment by the Seller, any person connected with the Seller, or any director, officer, employee or agent of the Seller or of the Company before Completion. In any such case the Seller's liability shall be unlimited.

The limitations in this Section shall not apply to the Seller's obligations under the Sections headed Purchase Price and Completion Accounts Adjustment, Restrictive Covenants, and Confidentiality and Announcements, all of which shall be enforceable in full. Notwithstanding the foregoing, any payment made under them shall count towards the cap set out in the first clause of this Section, save in the case of fraud.

In consideration of the Buyer agreeing to purchase the Shares on the terms of this Agreement, and in order to assure to the Buyer the full benefit of the goodwill of the Company, the Seller covenants with the Buyer and the Company that it shall not, and shall procure that no person connected with it shall, whether directly or indirectly, alone or jointly with any other person, or as principal, shareholder, director, partner, agent, employee, consultant, lender or otherwise, for a period of [number] months from the Completion Date (the "Restricted Period") and within [territory] (the "Restricted Territory"), carry on, be engaged, concerned or interested in, or assist, any business which competes with any business carried on by the Company at the Completion Date or at any time during the [number] months preceding the Completion Date (the "Restricted Business").

The Seller covenants that it shall not, and shall procure that no person connected with it shall, during the Restricted Period, canvass, solicit or approach, or cause to be canvassed, solicited or approached, any person who at any time during the [number] months preceding the Completion Date was a client or customer of the Company, or was in the habit of dealing with the Company, for the sale or supply of goods or services competitive with those of the Restricted Business. The same covenant applies to any person who at that time was in negotiations with the Company with a view to becoming a client or customer.

The Seller covenants that it shall not, and shall procure that no person connected with it shall, during the Restricted Period do any of the following:

- solicit, entice away, or endeavor to solicit or entice away, from the Company any person who is, or was during the [number] months preceding the Completion Date, a director, officer, employee or consultant of the Company earning annual remuneration of not less than [amount] [currency], or who is a member of senior management; or

- employ or engage any such person.

This clause shall not be breached by a general recruitment advertisement not specifically targeted at such persons.

The Seller covenants that it shall not, and shall procure that no person connected with it shall, during the Restricted Period, induce or attempt to induce any supplier, distributor, licensor, agent or other business partner of the Company to do either of the following:

- cease supplying or dealing with the Company; or

- materially reduce, or adversely vary the terms of, its supply or dealings with the Company.

The Seller covenants that it shall not, at any time after Completion, do any of the following:

- use, or permit the use of, any trade name, trade mark, domain name, logo or get-up used by the Company, or any name or mark confusingly similar to any of them;

- represent itself as connected with the Company or its business in any way; or

- make any statement which disparages the Company, its business, its products or services, or the Buyer.

Nothing in this Section shall prevent the Seller from holding, solely for investment purposes, not more than [percentage]% of any class of securities of any company traded on a recognized stock exchange, provided that the Seller does not exercise any management function or influence over such company.

The Parties consider that each of the restrictions in this Section is reasonable and necessary for the protection of the legitimate interests of the Buyer and of the goodwill of the Company, and that the Purchase Price takes them into account. Each restriction constitutes an entirely separate and independent covenant. If any restriction is held to be void or unenforceable but would be valid and enforceable if some part of it were deleted, or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid and enforceable.

The Seller acknowledges that damages alone may not be an adequate remedy for breach of this Section. The Buyer and the Company shall therefore be entitled to seek specific performance, injunctive relief or other interim or equitable relief for any actual or threatened breach, without proof of special damage and without the requirement to post any bond or other security. In the event of any breach, the Restricted Period shall be extended by the period during which the breach continued, to the extent permitted by applicable law.

The Buyer may terminate this Agreement by written notice to the Seller at any time prior to Completion if any of the following occurs:

- any of the Warranties is or becomes untrue, inaccurate or misleading in any material respect, or would be untrue, inaccurate or misleading in any material respect if repeated at any time before Completion;

- the Seller is in breach of any of its obligations under this Agreement in any material respect, including any obligation under the Section headed Conduct of Business Pending Completion, and such breach, if capable of remedy, has not been remedied to the Buyer's reasonable satisfaction within [number] Business Days of written notice;

- a Material Adverse Change occurs; or

- the Seller, or the Company, becomes subject to any insolvency, bankruptcy, winding-up, administration, receivership, reorganization or analogous proceedings in any jurisdiction, or makes any arrangement or composition with its creditors generally.

The Buyer may terminate this Agreement by written notice to the Seller in either of the following cases:

- any Condition has not been satisfied, or waived by the Buyer, by the Long Stop Date, as such date may be extended in accordance with this Agreement; or

- it becomes apparent before the Long Stop Date that any Condition is incapable of satisfaction.

The Buyer may also terminate this Agreement in accordance with the Section headed Completion where the Seller fails to comply with its Completion obligations.

The Seller may terminate this Agreement by written notice to the Buyer only in either of the following cases:

- the Conditions have been satisfied or waived and the Buyer fails to pay the Estimated Purchase Price at Completion in accordance with this Agreement, and such failure has not been remedied within [number] Business Days of written notice from the Seller; or

- any Condition has not been satisfied or waived by the Long Stop Date, as extended, provided that the failure of such Condition is not attributable to any breach by the Seller of its obligations under this Agreement.

This Agreement may be terminated at any time prior to Completion by the mutual written agreement of the Parties.

The Seller shall not have any right to rescind or terminate this Agreement, whether before or after Completion, other than as expressly set out in this Section. In particular, the Seller waives any right of rescission which may otherwise be available to it under applicable law, whether for misrepresentation, breach of contract or otherwise.

Upon termination of this Agreement in accordance with this Section, this Agreement shall cease to have effect, except for the following, which shall continue in full force and effect:

- this Section;

- the Section headed Definitions and Interpretation;

- the Section headed Confidentiality and Announcements;

- the Section headed Costs, Expenses and Taxes;

- the Section headed General Provisions; and

- the Section headed Governing Law and Dispute Resolution.

Termination shall be without prejudice to any rights, remedies, obligations or liabilities of the Parties accrued at the date of termination, including any claim in respect of a breach of this Agreement occurring before termination.

If this Agreement is terminated by the Buyer as a result of any breach by the Seller, of any Warranty being untrue, inaccurate or misleading, or of the failure of any Condition attributable to the Seller, the Seller shall reimburse the Buyer, within [number] Business Days of written demand, for all reasonable costs and expenses incurred by the Buyer in connection with the negotiation, preparation and execution of this Agreement and its due diligence investigation. Such costs and expenses include legal, accounting, financial advisory and financing costs, up to a maximum of [amount] [currency]. This obligation is without prejudice to the Buyer's right to claim damages in excess of such sum.

Subject to the remainder of this Section, each Party shall treat as strictly confidential, and shall not disclose or use, any of the following (together, "Confidential Information"):

- any information relating to the existence, provisions or subject matter of this Agreement or any other Transaction Document;

- any information relating to the negotiations leading to the Transaction Documents; and

- any information relating to the other Party or its business or affairs, received or obtained as a result of entering into or performing this Agreement.

The Seller acknowledges that, from Completion, all Confidential Information relating to the Company and its business, affairs, customers, suppliers, know-how, trade secrets and finances shall be the property of the Buyer and the Company. The Seller shall not, and shall procure that no person connected with it shall, at any time after Completion, disclose or use any such information for any purpose whatsoever. Following Completion, the Seller shall promptly deliver to the Buyer, or at the Buyer's election destroy, all documents and records containing any such information which are in the Seller's possession or control.

A Party may disclose Confidential Information only to the extent that such disclosure falls within one of the following cases:

- it is required by law or by any court or governmental, regulatory or supervisory authority of competent jurisdiction, or by the rules of any securities exchange on which the securities of a Party or its holding company are listed, provided that, where lawful and practicable, the disclosing Party gives the other Party prior written notice and consults with it as to the content and timing of the disclosure;

- it is made to the Party's professional advisers, auditors, insurers, financiers, potential financiers and, in the case of the Buyer, its affiliates and any bona fide prospective assignee or successor, each of whom is bound by an obligation of confidentiality;

- the information has come into the public domain other than through a breach of this Section by the disclosing Party or any person to whom it disclosed the information;

- it is required for the purpose of any judicial, arbitral or expert proceedings arising out of this Agreement or any other Transaction Document; or

- the other Party has given its prior written consent to the disclosure.

No announcement, press release or circular concerning the transaction contemplated by this Agreement, or any ancillary matter, shall be made or issued by or on behalf of the Seller without the prior written approval of the Buyer, such approval not to be unreasonably withheld or delayed.

Following Completion, the Buyer and the Company shall be entitled to make such announcements regarding the acquisition of the Shares, and to communicate with the employees, customers, suppliers and other business partners of the Company, as the Buyer considers appropriate. Prior to Completion, the Buyer shall consult in good faith with the Seller as to the content of any such announcement, save to the extent that the announcement is required by law or regulation.

The obligations in this Section shall survive Completion or termination of this Agreement without limit in time, save that, if this Agreement terminates before Completion, the obligations of the Buyer in respect of Confidential Information relating to the Seller and the Company shall continue for a period of [number] years after termination. The Seller's obligations under this Section shall be in addition to, and shall not limit, any confidentiality obligations under any prior confidentiality or non-disclosure agreement between the Parties. However, the obligations of the Buyer under any such prior agreement shall terminate on Completion.

This Agreement shall be binding upon and enure for the benefit of the successors in title and permitted assigns of each Party. References to the Parties shall be construed accordingly.

The Seller shall not assign, transfer, charge, declare a trust over, or otherwise deal with any of its rights or obligations under this Agreement or any other Transaction Document, or purport to do so, without the prior written consent of the Buyer. Any such purported assignment, transfer or dealing without consent shall be void.

The Buyer may, without the consent of the Seller, assign, transfer or otherwise deal with all or any of its rights under this Agreement and any other Transaction Document, including the benefit of the Warranties, the indemnities and the restrictive covenants, to any of the following:

- any member of the Buyer's group of companies from time to time, provided that, if the assignee ceases to be a member of the Buyer's group, the benefit of such rights shall be reassigned to the Buyer or another member of its group before it so ceases;

- any subsequent purchaser of all or a substantial part of the Shares or of the business of the Company; or

- any bank, financial institution or other person providing finance to the Buyer or any member of its group, by way of security, together with any person to whom such security is enforced or transferred.

Upon any assignment permitted by this Section, the assignee shall be entitled to enforce the rights so assigned as if it were a party to this Agreement. The Seller's liability to any such assignee shall not be greater than it would have been had the assignment not taken place, save to the extent that any increase results from a change in law occurring after the date of assignment.

The Buyer may, without the consent of the Seller, nominate or procure any member of its group to perform any of its obligations under this Agreement. The Buyer shall remain responsible for the due performance of those obligations.

The Seller shall, at the request of the Buyer, execute such documents and do all such acts as may reasonably be required to perfect or evidence any assignment permitted by this Section, including the acknowledgment of notice of assignment to any finance provider.

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the other Transaction Documents. Such costs include the fees and disbursements of legal, accounting, financial, Tax and other professional advisers.

The Seller shall bear, and shall procure that the Company does not bear, all costs, fees, commissions and expenses incurred by or on behalf of the Company or the Seller in connection with the transaction contemplated by this Agreement, including all of the following:

- any finder's fee, brokerage or success fee;

- any transaction bonus or change of control payment to any director, officer or employee; and

- the fees of any adviser engaged by the Company or the Seller.

To the extent that any such costs are borne by the Company and are not deducted as Indebtedness in calculating the Purchase Price, the Seller shall reimburse the Company on demand.

All stamp duty, transfer Taxes, registration fees, notarial fees and similar charges payable in connection with the sale and transfer of the Shares under this Agreement shall be borne by [the Seller]. The Party legally responsible for filing any related return or declaration shall do so in a timely manner, and the other Party shall provide all reasonable cooperation.

The Seller shall be solely responsible for any Tax arising on any gain, income or profit realized by the Seller from the sale of the Shares. The Seller shall indemnify the Buyer and the Company on demand against any Tax, and any interest, penalties and costs, imposed on or recoverable from either of them in respect of any such gain, income or profit, whether by reason of any withholding obligation, secondary liability or otherwise.

If the Buyer is required by applicable law to deduct or withhold any amount on account of Tax from any payment to the Seller under this Agreement, the following shall apply:

- the Buyer shall be entitled to make such deduction or withholding and pay the amount deducted or withheld to the relevant Tax Authority;

- the amount so deducted or withheld shall be treated for all purposes as having been paid to the Seller; and

- the Buyer shall not be obliged to gross up any such payment.

The Buyer shall provide the Seller with evidence of payment of any such amount to the relevant Tax Authority.

The fees of the Escrow Agent and of the Independent Accountant shall be borne in the manner provided in the Sections headed Escrow and Retention Arrangements and Purchase Price and Completion Accounts Adjustment, respectively.

Any amount payable under this Agreement which is not paid when due shall bear interest from the due date until the date of actual payment, both before and after any judgment, at the rate of [percentage]% per annum above [reference rate], accruing on a daily basis and compounded [monthly/quarterly].

This Agreement, together with the other Transaction Documents, constitutes the entire agreement between the Parties relating to its subject matter. It supersedes any previous agreement, understanding or arrangement between the Parties, whether written or oral, in relation to such subject matter, save for any prior confidentiality agreement to the extent preserved by the Section headed Confidentiality and Announcements. The Seller acknowledges that it has not relied on any representation, warranty, statement or undertaking of the Buyer or its advisers which is not expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

No variation of this Agreement shall be effective unless it is in writing, refers expressly to this Agreement and is signed by or on behalf of each Party. No failure or delay by a Party in exercising any right or remedy under this Agreement or by law shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it. The rights and remedies of the Buyer under this Agreement are cumulative and in addition to any rights and remedies provided by law.

If any provision of this Agreement, or part of any provision, is held to be invalid, illegal or unenforceable, that provision or part shall, to the extent required, be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or, if that is not possible, deemed deleted. The validity and enforceability of the remainder of this Agreement shall not be affected.

Any notice or other communication under this Agreement shall be in writing in the English language and shall be delivered by hand, sent by internationally recognized courier, or sent by email to the following addresses, or to such other address as a Party may notify to the other in accordance with this clause:

- to the Seller: [address], email [email address], marked for the attention of [name]; and

- to the Buyer: [address], email [email address], marked for the attention of [name], with a copy, which shall not constitute notice, to [Buyer's counsel name and address].

A notice shall be deemed received as follows:

- if delivered by hand, at the time of delivery;

- if sent by courier, at the time recorded by the courier as delivered; and

- if sent by email, at the time of transmission, provided that no notification of delivery failure is received.

Any notice deemed received outside 9:00 a.m. to 5:00 p.m. on a Business Day in the place of receipt shall be deemed received at 9:00 a.m. on the next Business Day.

Each of the provisions of this Agreement which is capable of having effect after Completion shall remain in full force and effect notwithstanding Completion. This includes the Warranties, the indemnities and the restrictive covenants.

The Seller shall, and shall procure that any relevant third party shall, at its own cost, promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this Agreement. This includes vesting in the Buyer the full legal and beneficial title to the Shares and securing for the Buyer the full benefit of the rights, powers and remedies conferred on it by this Agreement.

Save for the Buyer Indemnified Persons and the Company, each of whom may enforce the rights expressly conferred on them by this Agreement, a person who is not a Party shall have no right to enforce any term of this Agreement. The Parties may vary or rescind this Agreement without the consent of any third party.

This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email in portable document format, or by means of an electronic signature platform, shall be as effective as delivery of an originally executed counterpart.

This Agreement, and any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with it or its subject matter, formation, validity, breach or termination (a "Dispute"), shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without giving effect to any choice-of-law or conflict-of-laws rule that would cause the application of the laws of any other jurisdiction.

Before commencing proceedings in respect of any Dispute, other than a dispute referred to the Independent Accountant under the Section headed Purchase Price and Completion Accounts Adjustment, or an application for interim or injunctive relief, a Party shall notify the other in writing of the Dispute. Senior representatives of each Party with authority to settle the Dispute shall meet, in person or by video conference, within [number] Business Days of such notice to attempt in good faith to resolve it. If the Dispute is not resolved within [number] Business Days of such notice, either Party may commence proceedings in accordance with this Section.

Subject to the preceding clause, any Dispute shall be finally resolved by [select one: the courts of [jurisdiction], to whose exclusive jurisdiction the Parties irrevocably submit / arbitration administered by [arbitral institution] in accordance with its rules in force at the date of the request for arbitration, by [one/three] arbitrator(s), with the seat of arbitration in [city] and proceedings conducted in the English language].

If arbitration is selected, the award shall be final and binding on the Parties, and judgment on the award may be entered and enforced in any court of competent jurisdiction.

Nothing in this Section shall prevent the Buyer from applying to any court of competent jurisdiction for any of the following:

- interim, provisional or conservatory relief, including injunctive relief or specific performance, in particular in respect of any breach or threatened breach of the Sections headed Restrictive Covenants and Confidentiality and Announcements; or

- enforcement of any judgment, award or determination.

The Seller irrevocably waives any objection which it may now or hereafter have to proceedings in the forum chosen under this Section on the grounds of venue or inconvenient forum, and any claim that such proceedings have been brought in an inappropriate forum.

To the fullest extent permitted by applicable law, each Party irrevocably waives any right it may have to a trial by jury in respect of any Dispute.

The Seller irrevocably appoints [name of process agent], of [address], as its agent to receive on its behalf service of process in any proceedings arising out of or in connection with this Agreement. Service on such agent shall be deemed completed on delivery to the agent, whether or not it is forwarded to or received by the Seller. If such agent ceases to be able to act, the Seller shall promptly appoint another agent acceptable to the Buyer. Nothing in this clause shall affect the right of the Buyer to serve process in any other manner permitted by law.

The obligations of the Parties under this Agreement, other than those which are the subject of the Dispute, shall continue to be performed in accordance with their terms while any Dispute is pending.