Final Term Sheet

I. Introduction

This Term Sheet outlines the principal terms and conditions proposed for the transaction between [BUYER'S COMPANY NAME] and [YOUR COMPANY NAME]. This document is the result of thorough discussions and negotiation, encapsulating the agreement's key components. It is intended to serve as a foundation for drafting the definitive agreement.

The terms set forth herein are not exhaustive and are subject to further detailed legal documentation. Both parties agree to negotiate in good faith to finalize the definitive agreements based on the terms outlined in this Term Sheet by the target date of April 15, 2055.

II. Transaction Overview

The purpose of this transaction is to formalize the acquisition of [YOUR COMPANY NAME] cloud-based infrastructure services by [BUYER'S COMPANY NAME]. The agreement encompasses the following terms, aiming to solidify this arrangement into a binding contract upon acceptance of this Term Sheet and the completion of due diligence.

Key transaction details include:

• Type of Transaction: Acquisition

• Assets or Services to be transferred: [YOUR COMPANY NAME]'s cloud infrastructure assets and client contracts.

• Agreed Pricing: $85,000,000

• Structure of the Agreement: The transaction will be structured as a cash purchase with an initial deposit and balance payment.

III. Pricing and Valuation

The agreed purchase price for [YOUR COMPANY NAME]'s assets and services detailed in this Term Sheet is $85,000,000, subject to adjustments based on due diligence findings. The price was determined through a combination of market analysis and asset valuation.

III.I Payment Schedule

Initial Deposit: $10,000,000 due upon signing of the definitive agreement.

Balance Payment: $75,000,000 due on or before April 1, 2055.

Structure of the Agreement: The transaction will be structured as a cash purchase with an initial deposit and balance payment.

IV. Terms and Conditions

The completion of this transaction is contingent upon the satisfaction of the following terms and conditions:

1. Due diligence is to be completed by February 28, 2055.

2. All necessary approvals from governmental and regulatory bodies must be obtained by March 15, 2055.

3. Definitive agreement to be finalized by April 15, 2055.

4. Failure to meet these conditions may necessitate renegotiation of terms or potential termination of this preliminary agreement.

V. Confidentiality and Exclusivity

From the date of this Term Sheet until the execution of the definitive agreement or termination of negotiations, both parties agree to keep the terms of the agreement confidential. Disclosure of these terms to third parties is prohibited, except as required by law or with the prior written consent of both parties.

Additionally, [YOUR COMPANY NAME] agrees not to engage in negotiations or discussions with any other party concerning the sale of the described assets for a period ending on March 15, 2055, ensuring exclusive negotiation rights to [BUYER'S COMPANY NAME].

VI. Signatures

This Term Sheet is intended to be a non-binding agreement except for the terms relating to exclusivity and confidentiality which shall bind the parties from the date of signature. The undersigned representatives of [BUYER'S COMPANY NAME] and [YOUR COMPANY NAME] indicate acceptance of this Term Sheet by their signatures below.

[YOUR COMPANY NAME]

[YOUR TITLE]

[DATE SIGNED]

[BUYER'S COMPANY NAME]

[DATE SIGNED]

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