Share Purchase Agreement

This Share Purchase Agreement (the "Agreement") is entered into on Date (the "Effective Date").

1. Parties

Seller

• Full legal name: Company name
• Registered address: Address
• CVR No. / CPR No.: CVR

Buyer

• Full legal name: Company name
• Registered address: Address
• CVR No. / CPR No.: CVR

The Seller and the Buyer are each a "Party" and together the "Parties".

2. Background

2.1 Ownership

The Seller is the legal and beneficial owner of the shares described in Section 3.

2.2 Intent

The Buyer wishes to purchase such shares on the terms set out in this Agreement.

3. Sale of Shares

3.1 Sale

The Seller agrees to sell and transfer to the Buyer Number shares in Company name, representing Number% of the share capital (the "Shares").

3.2 Title (Fundamental Warranty)

The Shares are sold free from any lien, encumbrance, or third-party right, except as Disclosed (as defined in Section 7.5) in Schedule 1 (Disclosure Schedule). This warranty is a Fundamental Warranty for the purposes of Section 7.2, is given unconditionally and without qualification by reference to Seller's Knowledge, and is not subject to the De Minimis, the Basket, or the Liability Cap set out in Section 9 (save that it remains subject to the fair disclosure standard in Section 7.5).

4. Purchase Price

4.1 Price

The total purchase price for the Shares is Number Currency (the "Purchase Price").

4.2 Pricing Mechanism

The Parties shall select one of the following pricing mechanisms and complete Schedule 2 accordingly. The provisions of the mechanism selected shall apply to the exclusion of the other.