Braiin LTD Sample Contracts
PRIVATE AND CONFIDENTIALBinding Heads of Agreement • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in Mirragin, which is held by Relms Consolidated Pty Ltd ACN 622 735 166 as trustee for The Sutton Family Trust as the sole shareholder of Mirragin (Shareholder).
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • December 11th, 2025 • Braiin LTD • Services-computer processing & data preparation • Western Australia
This Binding HOA dated September 5, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties) and is binding on any of the Parties.
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation • Western Australia
This Binding HOA dated September 5, 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties) and is binding on any of the Parties.
PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation • Western Australia
This Binding HOA dated September 21, 2024 (Execution Date) supersedes any and all previous correspondence, agreements or understandings between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties) and is binding on any of the Parties.
BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALHeads of Agreement • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (“Agreement”) sets out the terms upon which Braiin Limited (“Braiin”) agrees to acquire 100% of the shares in Connect Simple held by each of the shareholders of Connect Simple as set out in Schedule 1 (the “Shareholders”).
BRAIIN LIMITED ACN 660 713 093 (PURCHASER) AND GOMAZZ PTY. LTD. ACN 067 402 368 AS TRUSTEE FOR GEORGIOU FAMILY TRUST (VENDOR) AND CONNECT SIMPLE PTY LTD ACN 673 352 844 (COMPANY) SHARE SALE AGREEMENTShare Sale Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation • Western Australia
BRAIIN LIMITED ACN 660 713 093 (PURCHASER) AND GOMAZZ PTY. LTD. ACN 067 402 368 AS TRUSTEE FOR GEORGIOU FAMILY TRUST (VENDOR) AND CONNECT SIMPLE PTY LTD ACN 673 352 844 (COMPANY) SHARE SALE AGREEMENTShare Sale Agreement • December 11th, 2025 • Braiin LTD • Services-computer processing & data preparation • Western Australia
Braiin Limited ACN: 660 713 093 (Company) and Chetan Viswanatha Saligrama (Executive Director) EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation • Western Australia
THIRD AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • December 11th, 2025 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT FOR BRAIIN LIMITEDSubscription Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
WHEREAS, on July 2, 2025, the undersigned investor (the “Subscriber”) and Braiin Limited (the “Company”) entered into that certain subscription agreement (the “Original Subscription Agreement”);
Binding Term Sheet between Braiin Ltd and TWCC VIC Pty LtdBinding Term Sheet • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
This Term Sheet represents a legally binding offer made by the Lender, outlining the key terms and conditions agreed upon by both parties. All provisions stated in this Term Sheet will be incorporated and formalized into the relevant definitive agreements, which will govern the relationship between the parties. The definitive documents will serve as the final and enforceable contracts, superseding any preliminary discussions or agreements. Once executed, these definitive documents will fully implement the terms and conditions outlined in this Term Sheet
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
On July 2, 2025, Braiin (as defined below) and Connect Simple (as defined below) entered into a Heads of Agreement (the “Original Heads of Agreement”), and Braiin and Connect Simple hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALHeads of Agreement • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (ACN 660 713 093) (Braiin) agrees to make an offer to the shareholders of Vega Global Technologies Pty Ltd (ACN 667 154 261) (Vega) (the Shareholders), to acquire their fully paid ordinary shares in Vega (Vega Shares) and fully replaces and supersedes any prior agreement between Braiin and Vega.
PRIVATE AND CONFIDENTIALBinding Heads of Agreement • November 10th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in Isidore, which is held by Isidore Project Pty Ltd, ACN of 676 197 881 as the sole shareholder of Isidore (Shareholder).
PRIVATE AND CONFIDENTIALNon-Binding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation • Western Australia
On April 6, 2024, the Parties (as defined below) entered into a Heads of Agreement (Original Heads of Agreement) and the Parties hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
SECOND AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
AMENDED & RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This Amended and Restated heads of agreement (Agreement) sets out the terms upon which Braiin Limited (ACN 660 713 093) (Braiin) agrees to make an offer to the shareholders of Vega Global Technologies Pty Ltd (ACN 667 154 261) (Vega) (the Shareholders), to acquire their fully paid ordinary shares in Vega (Vega Shares) and fully replaces and supersedes any prior agreement between Braiin and Vega.
VEGA GLOBAL TECHNOLOGIES LIMITED ACN 667 154 261 (PURCHASER) AND NI FAMILY INVESTMENTS PTY LTD (ACN 646 684 237) AS TRUSTEE FOR THE NI FAMILY TRUST (VENDOR) AND NISUS AUSTRALIA PTY LTD (ACN 622 344 218) (OPERATING BUSINESS) AND NISUS PAYROLL PTY LTD...Share Sale Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation • Western Australia
AMENDED AND RESTATED NON-BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALNon-Binding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in Mirragin, which is held by Relms Consolidated Pty Ltd ACN 622 735 166 as trustee for The Sutton Family Trust as the sole shareholder of Mirragin (Shareholder).
PRIVATE AND CONFIDENTIALHeads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Vega Global Technologies Pty Ltd (CAN 667 154 261) (Vega) agrees to acquire 100% of the shares in Mirragin, which is held by Relms Consolidated Pty Ltd ACN 622 735 166 as trustee for The Sutton Family Trust as the sole shareholder of Mirragin (Shareholder).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT FOR BRAIIN LIMITEDSubscription Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
WHEREAS, on July 2, 2025, the undersigned investor (the “Subscriber”) and Braiin Limited (the “Company”) entered into that certain subscription agreement (the “Original Subscription Agreement”);
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Vega Global Technologies Pty Ltd (CAN 667 154 261) (Vega) agrees to acquire 100% of the shares in Isidore, which is held by Isidore Project Pty Ltd, ACN of 676 197 881 as the sole shareholder of Isidore (Shareholder).
AMENDED AND RESTATED BINDING HEADS OF AGREEMENTBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
On May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the Original Heads of Agreement) and the Parties hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
SECOND AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
AMENDED AND RESTATED BINDING HEADS OF AGREEMENTBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
On May 10, 2024, the Parties (as defined below) entered into a Heads of Agreement, (the Original Heads of Agreement) and the Parties hereby agree that the Original Heads of Agreement should be amended and restated in its entirety, as set forth below.
THIRD AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALHeads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALHeads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Vega Global Technologies Pty Ltd (CAN 667 154 261) (Vega) agrees to acquire 100% of the shares in Isidore, which is held by Isidore Project Pty Ltd, ACN of 676 197 881 as the sole shareholder of Isidore (Shareholder).
SECOND AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).
PRIVATE AND CONFIDENTIALNon-Binding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in Mirragin, which is held by Relms Consolidated Pty Ltd ACN 622 735 166 as trustee for The Sutton Family Trust as the sole shareholder of Mirragin (Shareholder).
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation • Western Australia
This Binding HOA dated December [4], 2025 (Execution Date) supersedes any and all previous correspondence, agreements or understandings between the parties including the Original Heads of Agreement, in respect of the subject matter of this Binding HOA (Parties) and is binding on any of the Parties.
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
On April 6, 2024, Braiin Limited and Isidore (as defined below) entered into a Heads of Agreement, which was subsequently amended and restated in its entirety on May 6, 2024 (as amended, the Amended and Restated Heads of Agreement) and Braiin Limited, Isidore and Vega (as defined below) hereby agree that the Amended and Restated Heads of Agreement should be amended and restated in its entirety, as set forth below.
AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • September 26th, 2025 • Braiin LTD • Services-computer processing & data preparation
This heads of agreement (Agreement) sets out the terms upon which Braiin Limited (ACN 660 713 093) (Braiin) agrees to make an offer to the shareholders of Vega Global Technologies Pty Ltd (ACN 667 154 261) (Vega) (the Shareholders), to acquire their fully paid ordinary shares in Vega (Vega Shares) and fully replaces and supersedes any prior agreement between Braiin and Vega.
Binding Term Sheet between Braiin Ltd and TWCC VIC Pty LtdBinding Term Sheet • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This Term Sheet represents a legally binding offer made by the Lender, outlining the key terms and conditions agreed upon by both parties. All provisions stated in this Term Sheet will be incorporated and formalized into the relevant definitive agreements, which will govern the relationship between the parties. The definitive documents will serve as the final and enforceable contracts, superseding any preliminary discussions or agreements. Once executed, these definitive documents will fully implement the terms and conditions outlined in this Term Sheet
BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALBinding Heads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This Agreement sets out the terms upon which BRAIIN LIMITED (ACN 660 713 093) (Braiin) agrees to acquire 100% of the shares in Raptor held by each of the shareholders of Raptor (the Shareholders).
THIRD AMENDED AND RESTATED BINDING HEADS OF AGREEMENT PRIVATE AND CONFIDENTIALHeads of Agreement • January 13th, 2026 • Braiin LTD • Services-computer processing & data preparation
This binding heads of agreement (Binding HOA) sets out the terms upon which Braiin Limited (Braiin) agrees to acquire 100% of the shares in VIS Networks, which are held by the existing shareholders of VIS Networks in the manner set forth in Annex B hereto (Shareholders).