THIS SALE AND PURCHASE AGREEMENT is entered into on 22 December 2024

Between

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

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

Whereas

(A) COMPANY (the Company) is a company limited by shares incorporated in COUNTRY. The Seller is the legal and beneficial owner of SHARES shares of  CURRENCY PAR each (the Shares) in the Company.

(B) The Seller has agreed to sell NUMBER Shares to the Buyer for the consideration and upon the terms set out in this Agreement.

It is agreed as follows:

1. Sale of the shares and consideration

1.1 The Seller agrees to sell (or procure the sale of) the Shares and the Buyer agrees to purchase the Shares with effect from the close of business on COMPLETION. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after COMPLETION. 

1.2 The total price payable by the Buyer to the Seller for the Shares shall be the sum of CURRENCY AMOUNT, which shall be paid in cash on Completion.

2. Completion

2.1 The sale and purchase of the Shares shall be completed, when the events set out in the following provisions of this clause 2 shall take place.

2.2 The Seller shall deliver or cause to be delivered to the Buyer: