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

Parties

1. 1

   The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller).

BACKGROUND

1. 1. (A)

      The Sellers have entered into, or will soon enter into, the share purchase agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.]

   1. (B)

      The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         In this Agreement, unless the context otherwise requires:

         Agreed Proportion

         1. •

            means as regards each Seller, the percentage set out opposite his respective name in the the Schedule and the expression Agreed Proportions shall be construed accordingly;

         Claim

         1. •

            means any claim:

            1. (a)

               [for breach or alleged breach of the Share Purchase Agreement;]