Binding Term Sheet

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I. Introduction

This Binding Term Sheet ("Term Sheet") sets forth the terms and conditions governing the proposed agreement between the parties named herein. It serves as a preliminary document outlining the key aspects of the transaction to be further detailed in definitive agreements.

II. Parties Involved

• [Your Company Name]: A company incorporated under the laws of [Jurisdiction], having its principal place of business at [Your Company Address].

• Counterparty: [Counterparty Representative Name], a legal entity organized under the laws of [Jurisdiction], with its primary business address located at [Counterparty Address].

III. Subject Matter

The subject matter of this agreement pertains to the acquisition of [Counterparty Name] by [Your Company Name]. The transaction involves the purchase of all outstanding shares of [Counterparty Name] by [Your Company Name], along with the transfer of assets, liabilities, and intellectual property rights associated with [Counterparty Name]'s business operations. Further details regarding the terms and conditions of the acquisition are provided in Section IV of this Term Sheet.

IV. Definitive Agreements

A. Scope

The Parties hereby agree that they will engage in negotiations with sincere and genuine intent in order to finalize and execute comprehensive definitive agreements that will include and incorporate all the terms and conditions as outlined within this Term Sheet.

B. Content

The definitive agreements shall include but not be limited to:

1. Purchase Agreement

2. Shareholders Agreement

3. Employment Agreement (if applicable)

V. Consideration and Payment Terms

A. Purchase Price

The purchase price for the transaction shall be $10,000,000, payable as follows:

• $5,000,000 due upon execution of the definitive agreements.

• $5,000,000 due upon the successful completion of regulatory approvals.

B. Payment Terms

Payment shall be made in USD via wire transfer to the designated accounts of the respective Parties.

VI. Conditions to Closing

A. Conditions Precedent

The closing of the transaction is subject to the satisfaction of the following conditions:

1. Regulatory Approval: Obtaining all necessary regulatory approvals from relevant authorities for the consummation of the transaction.

2. Third-Party Consents: Obtaining consents or waivers from any third parties whose consent is required for the transfer of assets or contracts as part of the transaction.

B. Waiver

Any Party may waive any condition precedent, either in whole or in part, at its sole discretion.

VII. Governing Law

This Term Sheet and any disputes arising from or related to it shall be governed by and interpreted by the laws of [Jurisdiction]. This shall be the case regardless of any principles of conflicts of law.

VIII. Expenses

Each Party shall bear its expenses incurred in connection with the negotiation, preparation, and execution of this Term Sheet and the definitive agreements.

IX. Disclosure

A. Mutual Disclosure

Each Party shall disclose to the other Party all material information necessary for the negotiation and execution of the definitive agreements.

B. Accuracy of Information

Each Party warrants the accuracy and completeness of the information provided to the other Party during the negotiation process.

X. Binding Agreement

This Term Sheet constitutes a binding agreement between the Parties concerning the matters set forth herein, subject to the execution of definitive agreements.

IN WITNESS WHEREOF, the Parties have caused this Term Sheet to be executed as of the date first above written.

Buyer:

[Your Name]
[Your Title]

[Date Signed]

Seller:

[Counterparty Representative Name]
[Counterparty Title]

[Date Signed]

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