Common use of AGREED TERMS Clause in Contracts

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] and xxxxxx agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Agreement as one of the [Investor and/or Founders] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Agreement[;] [in both cases], to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription and Shareholders’ Agreement and be permitted to do so by the terms thereof, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an Founder shall be liable under any of the Warranties liability for which shall remain with the Founder; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Agreement due to be performed prior to[the date of this deed].] None of the Investors nor any of the Founders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] and xxxxxx hereby agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Agreement as one of the [Investor and/or Founders] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Agreement[;] [in both cases], to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription and Shareholders’ Agreement and be permitted to do so by the terms thereof, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an Founder shall be liable under any of the Warranties liability for which shall remain with the Founder; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Agreement due to be performed prior to[the date of this deed].] None of the Investors nor any of the Founders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees agrees: to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] ; and xxxxxx agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Agreement as one of the [Investor Investors and/or Founders] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Agreement[;] [in both cases], ,] to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription and Shareholders’ Agreement and be permitted to do so by the terms thereofAgreement, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an a Founder shall be liable under any of the Warranties Warranties, liability for which shall remain with the relevant Founder; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Agreement due to be performed prior to[the to [the date of this deed].] None of the Investors nor any of the Founders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company [or any member of the group other Group Company] or otherwise relates relating to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiaryother Group Company] or any other party to the Subscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed (and any dispute or claim relating to its subject matter (including non-contractual claims) shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) SCHEDULE 10 Milestones This agreement has been executed on the date shown on the first page. THE INVESTORS Signed for and on behalf of [Note: insert milestones●] SCHEDULE 11 Terms ………………………………………………………. Authorised signatory Signed for and on behalf of reference [●] ………………………………………………………. Authorised signatory THE COMPANY Signed for [ and on behalf of [●] Committee ………………………………………………………. Director THE FOUNDERS Signed by [Note: complete details as appropriate●] Membership The [ ………………………………………………………... Signed by [●] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.………………………………………………………...

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] and xxxxxx hereby agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Agreement as one of the [Investor and/or Founders] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Agreement[;] [in both cases], to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription and Shareholders’ Agreement and be permitted to do so by the terms thereof, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an Founder shall be liable under any of the Warranties liability for which shall remain with the Founder; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Agreement due to be performed prior to[the date of this deed].] None of the Investors nor any of the Founders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.Membership

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription and Shareholders’ Investment Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Investment Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders Managers shall only be capable of being assumed by the [Transferee] Transferee if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] and xxxxxx ) hereby agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Investment Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Investment Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Investment Agreement as one of the [Investor and/or FoundersManagers] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Investment Agreement[;] [in both cases], to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription and Shareholders’ Investment Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Investment Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription and Shareholders’ Investment Agreement and be permitted to do so by the terms thereof, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an Founder Manager shall be liable under any of the Warranties liability for which shall remain with the FounderManager; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Investment Agreement due to be performed prior to[the date of this deed].] None of the Investors nor any of the FoundersManagers: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Investment Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription and Shareholders’ Investment Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Investment Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.

AGREED TERMS. Words and expressions used in this deed agreement shall have the same meaning as is given to them in the Subscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles)] and xxxxxx agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription and Shareholders’ Agreement as one of the [Investor and/or Founders[Major] Investors]/[Existing Shareholders]/[Founders] and to perform [: all the obligations of the Transferor in that capacity thereunderunder the Shareholders’ Agreement; and ]all the obligations expressed to be imposed on such a party to the Subscription and Shareholders’ Agreement[;] [in both cases], to be performed or on or after [the date hereof]of this agreement] and shall assume and enjoy [the rights of the Transferor and] all [other] rights expressed to be for the benefit of a [[Major] Investor]/[Existing Shareholder]/[Founder] under the Shareholders' Agreement. This deed agreement is made for the benefit of: the parties to the Subscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription and Shareholders’ Agreement (and whether or not prior to or after the date hereofof this agreement) assume any rights or obligations under the Subscription and Shareholders’ Agreement and be permitted to do so by the terms thereofof the Shareholders’ Agreement, and this deed agreement shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the CompanyEquity Shares. [For the avoidance of doubt: no transferee who acquires shares from an Founder shall be liable under any of the Warranties liability for which shall remain with the Founder; and nothing Nothing in this deed agreement shall release the Transferor from any liability in respect of any obligations under the Subscription and Shareholders’ Agreement due to be performed prior to[the date of this deedagreement].] None of the Investors Investors, the Founders nor any of the FoundersExisting Shareholders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription and Shareholders’ Agreement (or any agreement entered into pursuant theretoto the Shareholders’ Agreement); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription and Shareholders’ Agreement or any other document (save as expressly provided thereinin the Shareholders’ Agreement or such other document), pursuant to this agreement and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warrantiesfrom this agreement. This deed agreement shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence agreement has been executed on the date shown on the first page. EXECUTED by ) [Transferee/Subscriber] ) This agreement has been executed and delivered as a deed on the date shown on the first page. [SEE BELOW FOR ALTERNATIVE] [This document has been executed by the Company, the Participating Investors and the Requisite Parties on the date stated at the beginning of it.] SIGNED by ) [insert name] LIMITED acting by a director ) acting as [general partner/manager] ) of [THE INVESTOR] ) in the presence of: ) …………………………. Director Signature of witness: Name of witness: Address of witness: SIGNED by ) [THE COMPANY] ) acting by a director ) in the presence of: ) …………………………. Director Signature of witness: Name of witness: Address of witness: SIGNED by [MANAGER] ) in the presence of: ) Signature of witness: Name of witness: Address of witness: SIGNED by [MANAGER] ) in the presence of: ) Signature of witness: Name of witness: Address of witness: [TO BE USED IF AGREEMENT TO BE SIGNED UNDER HAND] This agreement has been executed on the date shown on the first page. EXECUTED by ) [insert name] LIMITED acting by a director ) acting as [general partner/manager] ) of [THE INVESTOR] ) …………………………. Director EXECUTED by ) [THE COMPANY] ) acting by a director ) …………………………. Director EXECUTED by [FOUNDER] ) EXECUTED by [FOUNDER] ) [EXECUTED by ) [EXISTING SHAREHOLDER] ) acting by a director ) …………………………. Director [EXECUTED by ) [EXISTING SHAREHOLDER] ) EXECUTED AS A DEED by ) [Transferee/Subscriberoverseas company] ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms which is incorporated or organised ) under the laws of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman ……………………… ) acting by ………………………………… ) being a person who, in accordance ) with the laws of the [ ] committee shall be appointed from time that jurisdiction, is ) authorised to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.do so )

AGREED TERMS. Words and expressions used in this deed shall have the same meaning as is given to them in the Subscription InvestmentSubscription and Shareholders’ Agreement unless the context otherwise expressly requires. The [Transferee]/[Subscriber] hereby agrees to assume the benefit of the rights [of the Transferor] under the Subscription InvestmentSubscription and Shareholders’ Agreement in respect of the [Transferred]/[Subscribed] Shares) [provided that rights in respect of any breach of the Warranties given by the Founders ManagersFounders shall only be capable of being assumed by the [Transferee] if he is a person who is to receive a transfer of shares in the capital of the Company from an Investor in accordance with Article [ ] of the New Articles))] and xxxxxx agrees to assume and assumes the burden of the [Transferor’s] obligations under the Subscription InvestmentSubscription and Shareholders’ Agreement to be performed after the date hereof] in respect of the [Transferred]/[Subscribed] Shares. The [Transferee]/[Subscriber] hereby agrees to be bound by the Subscription InvestmentSubscription and Shareholders’ Agreement in all respects as if the [Transferee]/[Subscriber] were a party to the Subscription InvestmentSubscription and Shareholders’ Agreement as one of the [Investor and/or FoundersManagersFounders] and to perform [: all the obligations of the Transferor in that capacity thereunder; and ]all the obligations expressed to be imposed on such a party to the Subscription InvestmentSubscription and Shareholders’ Agreement[;] [in both cases], to be performed or on or after [the date hereof]. This deed is made for the benefit of: the parties to the Subscription InvestmentSubscription and Shareholders’ Agreement; and any other person or persons who may after the date of the Subscription InvestmentSubscription and Shareholders’ Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Subscription InvestmentSubscription and Shareholders’ Agreement and be permitted to do so by the terms thereof, and this deed shall be irrevocable without the consent of the Company acting on their behalf in each case only for so long as they hold any Series A/Ordinary Shares in the capital of the Company. [For the avoidance of doubt: no transferee who acquires shares from an Founder ManagerFounder shall be liable under any of the Warranties liability for which shall remain with the FounderManagerFounder; and nothing in this deed shall release the Transferor from any liability in respect of any obligations under the Subscription InvestmentSubscription and Shareholders’ Agreement due to be performed prior to[the date of this deed].] None of the Investors nor any of the FoundersManagersFounders: makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any of the Subscription InvestmentSubscription and Shareholders’ Agreement (or any agreement entered into pursuant thereto); makes any representation or warranty or assumes any responsibility with respect to the content of any information regarding the Company or any member of the group or otherwise relates to the [acquisition]/[subscription] of shares in the Company; or assumes any responsibility for the financial condition of the Company [or any Subsidiary] or any other party to the Subscription InvestmentSubscription and Shareholders’ Agreement or any other document or for the performance and observance by the Company or any other party to the Subscription InvestmentSubscription and Shareholders’ Agreement or any other document (save as expressly provided therein), and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded save for the representations, warranties and undertakings contained in the Warranties. This deed shall be governed by and construed in accordance with the laws of England and Wales. This deed of adherence has been executed and delivered as a deed on the date shown on the first page. EXECUTED as DEED by ) [Transferee/Subscriber] ) SCHEDULE 10 Milestones [Note: insert milestones] SCHEDULE 11 Terms of reference for [ ] Committee [Note: complete details as appropriate] Membership The [ ] committee shall comprise [ ]. A quorum shall be [ ]. The initial members shall be [ ]. The chairman of the [ ] committee shall be appointed from time to time by the Board. The initial chairman shall be [ ]. The Company secretary shall be the secretary to the [ ] committee.