ASSET PURCHASE AGREEMENT

THIS AGREEMENT is dated [DATE]

Parties

(1) [COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] OR [NAME] of {ADDRESS} (Seller).

(2) [COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] OR [NAME] of [ADDRESS] (Buyer).

Background

The Seller has agreed to sell and the Buyer has agreed to purchase the Business (together with the Assets) as a going concern on the terms and conditions of this agreement and in particular on the basis of the representations, warranties and undertakings set out in this agreement.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement. Accounts: the [audited financial statements of the Seller for the accounting period ending on the Accounts Date OR unaudited pro-forma accounts relating to the Business as at the Accounts Date, comprising a balance sheet, profit and loss account together with the notes thereon and a cash flow statement].

Accounts Date: [DATE].

Affiliate: in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being.

Assets: the property, rights and assets of the Seller that comprise the Business (other than the Excluded Assets) set out in Schedule 1. Assumed Liabilities: the obligations of the Seller at the Effective Time under the

Contracts.