THIS ACQUISITION AGREEMENT is entered into on 23 November 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 "Guarantor")

(3)            PARTY_3_NAME whose principal place of business is at PARTY_3_ADDRESS_SINGLE_LINE (the "Buyer")

Whereas

(A) The Seller has agreed to sell the Business (as defined below) to the Buyer for the consideration and upon the terms set out in this Agreement.

(B) The Seller has made representations to the Buyer in the terms of the undertakings and warranties set out in Schedule 3 with the intention that the Buyer should rely upon such representations in entering into this Agreement.

(C) The Guarantor has agreed, in consideration of the Buyer entering into this Agreement, to guarantee the performance by the Seller of its obligations hereunder upon the terms set out in clause 19 of this Agreement.

Now it is agreed as follows:

1. Definitions

1.1 Words and expressions used in this Agreement shall have the meanings set out in Schedule 1, unless the context requires otherwise.

1.2 The Schedules comprise schedules to this Agreement and form part of this Agreement.

2. Agreement to sell and price

2.1 The Seller shall sell and the Buyer shall purchase, as a going concern and with effect from the close of business on the Transfer Date, the whole of the property, undertaking and assets constituting the Business including the following Business Assets, on the terms that the same covenants shall be deemed to be given by the Seller on Completion in relation to the Business Assets: