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

Parties

1. 1

   [Insert name of selling corporate shareholder] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose Registered office is at [insert address] (the Seller), and

1. 2

   [insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office address is at [insert address] (the Buyer), and

1. 3

   [Insert name of guarantor entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor)

[each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties.]

Background

1. 1. (A)

      The Company (as defined below) is a Private company limited by shares and is incorporated in [insert country of incorporation]. Details of the Company are set out in Schedule 1.

   1. (B)

      The Seller is the legal