AGREEMENT ON

COMPANY’S MEMBERSHIP WITHDRAWAL

Closed in______, dated ________

PARTIES TO THE AGREEMENT

1. XXXX, address____________________, and

2. YYYY

(jointly designated further below as The Parties)

The Parties hereby agree as follows:

Article 1.

XXXX and YYYY are co-owners of the company ZZZZ, a company established and
validly existing under the laws of ______________, with its registered seat at
AAAA, registered with the ________ Business Registers Agency under company
identification number BBBB (Further below: CCCC).

Article 2.

The Parties mutually agree and declare that XXXX and YYYY closed the Framework
Sale and Purchase Agreement with Company, duly signed and certified with
authorized Notary Public, certification no. ___________.

Article 3.

The subject to the above cited Framework Sale and Purchase Agreement is (i) the
sale by CCCC and purchase by Company of certain Assets for the purchase price in
the amount of EUR _________and (ii) the sale by YYYY and purchase by Company
of the share of portions in the SPV , for the purchase price in the amount of EUR
__________ sales in accordance with the terms and conditions of the said
Agreement, the contents of which are acknowledged by all the Parties herein.
The aggregate purchase price for the subject matter of sales of the Framework
Sale and Purchase, thus amounts to EUR _________

Article 4.

The realization of the sales contracted in the Framework Sale and Purchase
Agreement shall effect the cessation of the core business operations of CCCC.

Thus, XXXX hereby declares, and YYYY accepts, recognizes and expressly
guarantees its consent to the aim , purpose and willing of XXXX to withdraw its
membership from CCCC consisting of xx % of share of portions in share capital of
CCCC.

It is jointly, expressly, and irrevocably agreed that, subject to the realization of the
Framework Sale and Purchase Agreement and collection of purchase price, XXXX
shall be entitled to the compensation for the withdrawal in the gross amount of
EUR ---------------------.

Article 5.

The Parties agree to conduct mutual discussions and conditions of XXXX’s

withdrawal with compensation, starting immediately.

Article 7.

Any dispute arising between the Parties out of or in connection with this
Agreement that has not been resolved amicably by and between the Parties shall
be resolved by the competent court in ______________.

The applicable material law to this Agreement is of _____________ jurisdiction.

This Agreement is closed in 3 (three) identical copies, duly signed by all

contractual parties under their mutual will and consent.