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Conclusion

21. This memorandum discussed and analyzed the issues arising from your objectives and provided the most suitable solutions to these issues. In addition, it was advised for you to consider the risks that may arise from the issues. It is important to note that all amendments in the Agreement and the Articles will be negotiated with other shareholders and the outcome of the negotiations will be provided to you in the e-mail form.

Word Count including e-mail: 2497

Appendices

Appendix A: Amendments in the Articles of Association and Shareholder’s Agreement

Clause	Agreed wording
8.1 SHA	No Shareholder shall, during the times specified below, carry on or be employed, engaged or interested in any business in the United Kingdom, which would be in competition with any part of the Business, excluding the sale of IP licenses.
6 AoA	Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a director and/or a shareholder who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the company: