THIS ACQUISITION AGREEMENT is entered into on 28 April 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

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.

It is hereby 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 headings in this Agreement shall not affect its interpretation.

2. Agreement to sell and price

2.1 The Seller shall sell and transfer (or procure the sale and transfer of) the Business and the Buyer shall purchase and take over the Business , as a going concern with effect from the Transfer Date, on the terms that the same covenants shall be deemed to be given by the Seller on Completion in relation to the Business Assets:

(a) the Properties;

(c) the working capital, raw materials, stocks, work-in-progress and finished goods of the Business;

(e) the Business IPR;

(f) the benefit (subject to the burden) of all Contracts;

(g) the benefit of all Business Claims;