[DATE]

SHARE PURCHASE AGREEMENT

between

[...]

and

[...]

regarding the purchase of the shares in

[...]

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 SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the Agreement) is made on [...] by the following:

PARTIES:

(1) [...], code: [...], address: [...] (the Seller); and

(2) [...], code: [...], address: [...] (the Buyer).

RECITALS:

(A) The Seller is the [sole] legal and beneficial owner of all the shares in the Company and owns
the Shares.

(B) The Seller intends to sell and the Buyer intends to purchase the Shares on the terms and
conditions of this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS

1.1. The capitalized words and expressions used in the Agreement are defined in Schedule 1.

2. SALE AND PURCHASE OF SHARES

2.1. The Seller agrees to sell, and the Buyer agrees to buy, the Shares with all the rights attaching
to them.

3. PURCHASE PRICE AND SETTLEMENT

3.1. The total purchase price for the Shares (the Purchase Price) is equal to EUR [...].

3.2. The Purchase Price includes all taxes pertaining to the sale of Shares.

3.3. The Purchase Price shall be paid in full in cash on the Signing Date.

4. TRANSFER OF TITLE TO SHARES

4.1. On the Signing Date the Parties shall carry out the following actions:

(a) the Parties shall instruct the Securities Accounts Manager to transfer the Shares to
the Buyer’s securities account and to carry out the following actions: (i) open the
securities accounts of the Buyer, (ii) make the entries in the securities account of the
Seller evidencing that the Shares have been transferred to the Buyer, and (iii) make
the entries in the securities account of the Buyer evidencing that the Buyer has
acquired the Shares from the Seller;

(b) the Seller shall procure that the Securities Accounts Manager produces and issues to
the Parties respective extracts from their securities accounts evidencing that the
Buyer has acquired the Shares from the Seller.

4.2. The title to the Shares shall pass from the Seller to the Buyer upon the signing of this
Agreement and relevant entries by the Securities Account Manager in the securities accounts.

5. WARRANTIES

5.1. Each Party warrants to the other Party that:

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 (a) it has full rights and authority to assume and perform its obligations under the
Agreement;

(b) the Agreement creates valid and binding obligations of such Party in accordance with
its respective terms and conditions;

(c) the conclusion of and performance under the Agreement and any other document
executed in connection with the Agreement does not infringe or contradict any
applicable laws, decisions, orders or judgements of any court, arbitration or other
competent institution, or other agreements or arrangements which bind the
respective Party.

5.2. In addition, the Seller warrants to the Buyer that:

(a) the share capital of the Company is EUR [...] and is divided into [...] ordinary
registered shares with a par (nominal) value of EUR [...] each;

(b) the Seller has valid title to the Shares and has the right to sell and transfer the
Shares to the Buyer;

(c) the Shares have been validly issued, fully subscribed and paid for and free and clear
of any encumbrances.

6. GOVERNING LAW AND SETTLEMENT OF DISPUTES

6.1. The Agreement shall be governed by the substantive laws of Lithuania.

6.2. Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration in
the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The
number of arbitrators shall be [one]. The place of arbitration shall be Vilnius. The language of
arbitration shall be [English].

7. OTHER PROVISIONS

7.1. Validity. The Agreement comes into force from the moment it is signed by all Parties.

7.2. Severability. If any provision of the Agreement is declared or deemed void, invalid or
unenforceable in whole or in part for any reason, the Parties shall amend the Agreement to
give effect to the spirit of the Agreement, so far as is can be valid. If the Parties fail to amend
the Agreement, such provision is deemed deleted and the remaining provisions of the
Agreement will remain in full force and effect.

7.3. Cooperation. The Parties shall cooperate in good faith, exercise best efforts and sign all
necessary documents, obtain the needed authorisations, consents and approvals of public
authorities, and take all necessary actions in order to achieve that all transactions provided for
under the Agreement are implemented timely, properly and fully.

7.4. Interpretation. The Agreement was negotiated and prepared by all of the Parties together,
and in interpreting the Agreement there will be no benefits or disadvantages to any of the
Parties due to the fact that any of the Parties drafted the Agreement or any part of it. In this
Agreement, except where the context or the express provisions of this Agreement require
otherwise:

(a) a reference to a Section or Schedule is construed as a reference to a respective

Section of, or Schedule to, this Agreement;

(b) the headings in the Agreement are for convenience only and do not affect the
interpretation of any provision of the Agreement;

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 (c) any reference to a “Party” or other person includes the successors and permitted
assignees (immediate or otherwise) of that Party or other person; and

(d) a reference to “including” or “include” means “including without limitation” and

“include without limitation”, respectively.

7.5. Assignment. The Agreement is binding upon and inure to the benefit of the successors of the
Parties but is not assignable by any of the Parties without the prior consent of the other Party.

7.6. Schedules. The appendices and any attachments thereto form an integral part of the
Agreement and are construed and have the same full force as if expressly set forth in the body
of the Agreement. As at the signing, the Agreement has the following appendices:

Schedule 1 Definitions

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IN WITNESS WHEREOF, the Agreement has been entered into force by the duly authorised
representatives of the Parties.

On behalf of the Seller: On behalf of the Buyer:

________________________________ ________________________________
[Name, Surname, signature] [Name, Surname, signature]

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SCHEDULE 1. DEFINITIONS

In this Agreement:

Agreement means this Share Purchase Agreement together with all its
appendices and amendments as may be concluded in writing from
time to time.

Buyer has a meaning as set out in the introductory part of this Agreement.

Company means [...], a limited liability company registered in Lithuania under

register number [...], with registered office at [...].

Parties means the Buyer and the Seller, and the Party shall mean each of
them individually.

Purchase Price has the meaning as defined in Section 3.1.

Shares means [...] ([...]) ordinary registered shares of the Company of

EUR [...] par (nominal) value each, granting [100%] of votes in the
Company’s general meeting of shareholders, to be transferred by
the Seller to the Buyer under the Agreement.

Securities Account Manager means an external manager of the securities accounts of the
Company’s shareholders under the agreement concluded by and
between the Company and the Securities Account Manager.

Seller has a meaning as set out in the introductory part of this Agreement.

Signing Date means the date when the Agreement is signed by [both/all] Parties.