THIS ACQUISITION 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 private company limited by shares incorporated in COUNTRY. The Seller are the sole legal and beneficial owner of the share capital of the Company.

(B) The Seller has agreed to sell all of the issued share capital of the Company to the Buyer for the consideration and upon the terms set out in this Agreement.

It Is Agreed as follows:

1. Interpretation

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. Sale of the shares and price

2.1 The Seller agrees to sell, and the Buyer agrees to purchase, the number of Shares set opposite that Seller's name in column 2 of Part A of Schedule 3. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever, together with all rights attaching to them.

2.3 If any payment is made by the Seller to the Buyer under or in respect of any breach of this Agreement (including, without limitation, any payment pursuant to any Claim or any indemnity contained in this Agreement), the payment shall so far as possible be treated as a reduction in the price paid for the Shares.