Sales and Purchase Agreement

This Sales and Purchase Agreement (the "Agreement") is entered into on Date (the "Effective Date").

1. Parties

Seller

• Full legal name: Company name
• Registered address: Address
• CVR/ID No.: CVR

Buyer

• Full legal name: Company name
• Registered address: Address
• CVR/ID No.: CVR

The Seller and the Buyer are each a "Party" and together the "Parties".

2. Sale of Assets

2.1 Sale

The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase, the assets described in Schedule 1 (the "Assets").

2.2 Excluded Assets

The sale includes only the Assets expressly listed. No other assets, liabilities, or obligations are transferred unless explicitly stated.

3. Purchase Price

3.1 Price

The total purchase price for the Assets is Number Currency (the "Purchase Price").

3.2 Payment

Payment shall be made:

• in full on the Closing Date, or
• in accordance with the payment schedule set out in Schedule 2

3.3 VAT and Transfer Characterisation

3.3.1 VAT Treatment

The Purchase Price is exclusive of VAT unless otherwise specified. Before Closing, the Parties shall agree and document in writing whether the sale is treated as a VAT-exempt transfer of a going concern (virksomhedsoverdragelse) under the Danish VAT Act (Momsloven), or as a taxable sale of assets on which VAT must be charged. The agreed characterisation shall be applied consistently by both Parties in their invoicing and VAT reporting.

3.3.2 Authority Disagreement