THIS HEADS OF AGREEMENT is entered into on 21 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE ("Buyer")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Seller")

Whereas

The Parties wish to set out in this Heads of Agreement ("HOA") the general terms and conditions of a proposed acquisition of the PROPORTION% interest in TARGET (the “Target”), from all existing shareholders of the Target to (collectively, the “Parties”).  The Target is in the business of BUSINESS.

The parties recognise that the various arrangements will need careful review but each will endeavour in good faith to agree the detailed terms of the acquisition, on the basis of the principles set out in this Heads of Agreement, and to take all necessary other actions in order successfully to complete the Proposed Transaction (as defined below).

For the purpose of this HOA, working day means a day other than a Saturday, Sunday or public holiday in JURISDICTION_COUNTRY.

1. The Proposed Transaction

1.1 The Buyer will acquire PROPORTION% interest in the Target (the “Proposed Transaction”), including all of the assets, owned by the Target that are used in, or necessary for the conduct of its business activities. 

2. Purchase Price and Payment Terms

2.1 The aggregate consideration to be paid by the Buyer for the Proposed Transaction is CURRENCYPRICE (the “Purchase Price”), comprising CURRENCYGOODWILL being the goodwill plus the following: