Share Purchase Agreement

Share Purchase Agreement

This Agreement is made on ________

PARTIES

1. ________ incorporated and registered in England and Wales with company number ________ whose registered office is at:

________ (the Seller)

2. ________ incorporated and registered in England and Wales with company number ________ whose registered office address is at:

________ (the Buyer)

BACKGROUND

1. ________ is a public company limited by shares registered in England and Wales with company number ________ (the Company) and, at the date of this agreement, has an issued share capital of £________ (________) of which ________ (________) are ordinary shares of £________ (________) and ________ (________) of which have been issued as fully paid (or credited as fully paid) and are registered in the names of the sellers.

2. The Company is the beneficial owner (directly or indirectly) of the entire issued share capital in each of the following companies:

________

The listed Subsidiaries are the only subsidiaries of the Company.

3. The Seller has agreed to sell or facilitate the sale of the shares to the Buyers, and the Buyer has agreed to buy the shares under the terms and conditions of this Agreement.

AGREED TERMS

1. INTERPRETATION

This Agreement shall operate using the following definitions and rules of interpretation (unless otherwise required by context).

Definitions

Accounting Date: ________.

Acts: the Companies Act 2006, the Criminal Justice Act 1993 Part V, the Financial Services and Market Act 2000 and the Financial Service Act 2012.

Agreed Form: any document or draft of such document, either annexed to this Agreement or which the Sellers' Solicitors or Buyers' Solicitors have initialed by way of identification.

ATED: annual tax on enveloped dwellings.

Audited Accounts: the audited accounts of the Company and the Subsidiaries for the accounting reference period ended on the Accounting Date, comprising a balance sheet, profit and loss account, notes, directors' reports, strategic reports (where relevant), auditor's reports on the above and a statement of the source and application of funds.

Buyer's Solicitors: ________ of

________

Completion Date: the actual date of completion of the matters provided for in this agreement.

Company: ________ incorporated and registered in England and Wales with company number ________ whose registered address is at:

________

Disclosure Letter: the letter and any attachments, dated ________ and written by the Seller's Solicitors to the Buyer's Solicitors, disclosing various matters pertaining to the Warranties.

DOTA: Disclosures of Tax Avoidance Schemes

Environmental Legislation: all national or local statutes, codes or other laws relating to health, safety, pollution or protecting the environment. It also includes all decisions, rules, regulations, ordinances, orders, notices and directives from the European Union, the United Kingdom Parliament, and any other official bodies with authority in these areas.

Environmental Permits: the permits, consents, licences, authorisations and approvals that the Company needs under the following Environmental Legislation:

________

Financial Reporting Standard: any Financial Reporting Council accounting standard that was in force at the Completion Date.

Incumbrance: any mortgage, charge (whether fixed or floating), pledge, lien, option, right of pre-emption, right of retention of title, or any other form of security, interest, or any obligation (including a conditional obligation) to create any of the above.

NIC: national insurance contributions, including Class 1 employees and employer.

PAYE: pay as you earn system for collecting income tax and NIC from employers.

Properties: the list of properties listed in Schedule 4 of this agreement.

Revenue: all national, municipal and local tax authorities, whether they are in the United Kingdom or somewhere else.

Sellers' Solicitors: ________ of

________

Sale Shares: the ________ (________) ordinary shares of £________ (________) each in the Company's share capital, listed below:

________

SDLT: stamp duty land tax.

Subsidiaries: the Company's subsidiaries listed in this agreement.

1. Any references to clauses are to the clauses of this agreement.

2. This agreement shall be binding on and ensure the benefit of, the parties to this agreement and their respective successors and permitted assigns, and references to a party shall include the party's successors and permitted assigns.

3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

4. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006.

5. Unless expressly provided otherwise in this agreement, a reference to writing or written includes fax and email.

6. Any words that come after the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

7. References to a document in agreed form are to be that document in the form agreed by the parties and initialled by them or on their behalf for identification.

8. Except where the opposite is required by context, a reference to any statute or statutory provision includes:

(a). such provisions as amended, extended or consolidated or re-enacted from time to time on or before the date of agreement;

(b). any previous statute or statutory provisions which it has superseded or re-enacted (with or without modification); and

(c). all subordinate legislation from time to time under the statute or statutory provision and which is in force at the date of this agreement.

2. SALE AND PURCHASE

Upon Completion, the Seller shall sell, and the Buyer shall buy, the Sale Shares along with guaranteed full title and free from all Incumbrances, together with all rights attached or accruing to them.

3. PURCHASE PRICE

(3.1). The total amount to be paid for the sale of the Sale Shares is £________ (________) (Purchase Price), which the Buyer shall pay in cash at Completion in accordance with the relevant clause of this agreement.

(3.2). Any payment the Buyer makes in respect of any Claim or claim under the Tax Covenant shall be deemed to reduce the Purchase Price by the amount of such a claim.

4. COMPLETION

(4.1). Completion shall occur on the Completion Date at the following address:

________

(4.2). The Seller shall do the following at Completion:

________

(4.3). Subject to the Seller's compliance with this clause, the Buyer, at completion, shall:

(4.3.1). pay the purchase price by electronic bank transfer of immediately available funds to the client account of the Seller's solicitors (who the Seller has irrevocably authorised to receive the same). The Buyer's obligation to pay the Purchase Price shall be discharged and considered good and valid in so far as payment is according to this clause; and

(4.3.2). hand over a signed acknowledgement of the Disclosure Letter to the Seller, and also a certified copy of the resolutions adopted by the Buyer's board of directors approving the execution and delivery of this agreement and any documents to be delivered by the Buyer at Completion.

5. 2888885555

(________). 558222 58 588882825, 252 528825 85555228 22 252 85225 2552, 58 22 252 5522 22 2588 525222222, 2585 25555222 88 2552, 58855522, 525 222 2888255822.

(________). 2555522828 25282525 82 252 2525288822 "82 255 58 252 528825 88 58552" (25 522 8828855 2525288822) 552 22 82 2525225 58 82822 28822 22 252 8282 22 252 528825'8 222882522, 82225252822, 525 828822 52225 8552258 228585828.

(________). 5585 25555222 88 82522225222, 525 528288 252528882 825225 225258882, 88 222 8828225 82 522 22525 25555222 25 22525 252888822 22 2588 525222222.

(________). 558222 225 2522258 888882825, 22 82225252822 85885 252 85225, 828 522228 25 55888258 558 222882522 (82 2585 8582 8522525 582558, 822825582882 25 8225225), 25 85885 82585 5582 8222 5888282525 (8522525 82 8282828252822 2552 82 252 85225 25 82 828 825582), 85588 252255882 25 2528222 522 88582, 25 525582 252 522522 52828255882 52525 522 88582.

6. LIMITATIONS ON CLAIMS

(6.1). The Seller's total liability for all Claims shall not exceed an amount equal to £________ (________).

(6.2). The Seller shall bear no liability for a Claim unless the Buyer personally or on its behalf has given the Seller a written notice of the Claim, summarising the nature of the Claim (to the extent that the Buyer is aware) and, as far as is reasonably practicable, the amount claimed:

(6.2.1). in the case of a Claim made under the Warranties listed in this agreement, on or before the seventh anniversary of Completion; and

(6.2.2). in any other case, on or before the sixth anniversary of Completion.

(6.3). Nothing in this clause shall have the effect of excluding or limiting the Seller's ability if and to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller (or the seller's agents or advisers).

7. TAX COVENANT

The Seller makes the following tax covenants to the buyer in relation to this agreement:

________

8. POST-COMPLETION RESTRICTIONS ON THE SELLER

(8.1). The Seller promises the Buyer that they shall not do any of the following in any capacity, whether directly or indirectly, and whether on their own behalf, or on behalf of, or jointly with any other person:

(8.1.1). at any time during the period of ________ (________) months following Completion, in any geographic area in which the Business is conducted at Completion, carry on or be concerned, engaged or interested in, or in any way assist, a business which involves any business carried on by the Company as at Completion;

(8.1.2). at any time during the period of ________ (________) months from Completion, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Company at any time during the period of 6 (six) months prior to Completion; or

(8.1.3). at any time during period of ________ (________) months from Completion employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any person who is employed or engaged by the Company.

(8.2). Each promise made by the Seller in the preceding clause is a separate promise that the Buyer can enforce separately and independently. The parties agree that each of these promises is fair and reasonable in order to guarantee the Buyer the full benefit of the Business and goodwill of the Company.

9. CONFIDENTIALITY AND ANNOUNCEMENTS

(9.1).Unless the law or a legal or regulatory authority of competent jurisdiction provides otherwise:

(9.1.1). the Seller shall not at any time disclose to any person (except the Seller's professional advisers) the terms of this agreement or any trade secret, know how or other confidential information relating to the Company or the Buyer, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement; and

(9.1.2). without the written permission of the other party, neither party can make or allow anyone else make a public announcement, communication, or circular about this agreement.

(9.2). Notwithstanding the above sub-clause, the Buyer reserves the right to publicise its acquisition of the Sale Shares to any employees, clients, customers, or suppliers of the Company or any other member of the Buyer's Group at any time after Completion.

10. FURTHER ASSURANCE

At their own expense, the Seller shall (and shall use reasonable endeavors to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this agreement.

11. ASSIGNMENT

Without the written consent of the other party, neither party shall transfer, mortgage, charge, declare a trust over, or do anything else with any or all of their rights and obligations under this agreement.

12. ENTIRE AGREEMENT

This agreement represents the entire agreement between the parties, and it supersedes and extinguishes all previous discussions, correspondences, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13. VARIATION AND WAIVER

(13.1). Any variation of this agreement shall only be effective if it is in writing and signed by the parties (or their authorised representatives).

(13.2). A party's failure or delay in exercising any right or remedy available to it under this agreement or by law shall not amount to a waiver of that or any right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A single or partial exercise of such right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this agreement or by law is only effective if it is in writing.

(13.3). Unless this agreement states otherwise, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14. NOTICES

(14.1). Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post (or another next working day delivery service) in either case to that party's registered office or sent by fax to that party's main fax number or sent by email to the address specified in this clause (or to such other address or fax number or email address as that party may inform the other party in accordance with this agreement). The email addresses where such notices will be served are:

(14.1.1). Buyer: ________

(14.1.2). Seller: ________

(14.2). A notice shall be deemed to have been received:

(14.2.1). if delivered by hand, at the time the notice is left at the proper address.

(14.2.2). if sent by fax, at the time of transmission.

(14.2.3). if sent by email, at the time of transmission.

(14.2.4). if sent by pre-paid first class post (or another next working day delivery service), on the second Business Day after posting, except where such deemed receipt would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of reception), in which case receipt will occur when business hours resume in the place of receipt.

(I). The provisions of this clause are not applicable to the service of any proceedings or other documents in any legal action.

15. SEVERANCE

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, however the validity and enforceability of the remainder of this agreement shall be unaffected.

16. THIRD PARTY RIGHTS

This agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17. GOVERNING LAW AND JURISDICTION

(17.1). This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed under the law of England and Wales.

(17.2). Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

SCHEDULE 1

PARTICULARS OF THE TARGET COMPANY

SELLERS COMPLETION OBLIGATIONS

COMPLETION DOCUMENTS

At Completion, the Seller shall give the Buyer:

(1). a transfer of the Sale Shares, in the agreed form, which the Seller shall execute in the Buyer's favour.

(2). either the share certificates for the Sale Shares or a form-agreed indemnity for any lost or damaged certifictes;

(3). the registers, minute books and other required which the Company and each Subsidiary is required to keep under the CA 2006, in each case properly written up as at the Completion Date, together with the common seals (if any), certificates of incorporation and any certificates of incorporation on change of name for each of the Company and the Subsidiaries;

(4). validly executed letters of resignation, in agreed form, from each of the Directors and the company secretary resigning from their positions;

(5). a copy of the resignation, in agreed form, of the Company's auditor, including the relevant statement required by section 519 of the CA 2006, the original resignation having been deposited at the Company's registered office;

(6). Concerning any charge, guarantee or other security given by the Company, a discharge or release, in agreed form, duly executed by the relevant lender or charge holder and (where applicable) a duly completed and executed Form MR04 (Statement of satisfaction in full or part of a charge (a) has been released from the charge (b) no longer forms part of the company's property);

(7). the Disclosure Letter, duly executed by the Seller;

(8). any papers of other documents relating to the Company that are in the Seller's possession;

(9). signed minutes in agreed form, of the board meeting held by the Company pursuant to the relevant paragraph of this Schedule 2;

(10). a certified copy of the resolution(s), adopted by the Seller's board of directors, in the agreed form, approving the execution and delivery of this agreement and any other documents the Seller is to deliver at Completion;

(11). a letter, in agreed form, from the Seller confirming that they have ceased to be a registrable legal entity (within the meaning of section 790C of the CA 2006) as it concerns the Company.

COMPLETION BOARD MEETING

The Seller shall hold a board meeting of the Company at Completion where the matters set out in the agreed form completion board minutes stipulated in this Schedule shall take place.

WARRANTIES

General Warranties

(1). CAPACITY 58 5522 SHARES

(________). 552 528825 228828828 252 52252258522 22825 525 552525822 22 22225 8222 525 2252252 2588 525222222 525 252 528522228 2552 552 222282225 82 82 525 22 85885 82 88 5 25522. 822828522282, 2588 525222222 58222 8825 25282 528522228 552 85885, 82258 525 8825 252 528825 82 5882555282 8825 25285 5282282882 22528.

(________). 552 528825'8 8822822 525 85552822 252 22 2588 525222222 525 252 528522228 222282225 525282, 22 85885 252 528825 88 5 25522, 8888 222 852585 25 522522 22 5 5225582 52525 828 55288828 22 58828852822, 25 522 525222222, 8282552222, 25525, 255222222 25 22525 52825882822 2552 88258 252 528825.

(2). SHARES IN THE COMPANY

(I). The Sale Shares are all of the company's issued and allotted shares, anre they are fully paid or credited as gully paid.

(II). The Seller is the sole legal and beneficial owner of the Sale Shares, and is has the right to transfer the legal and beneficial ownership of the Sale Shares to the Buyer free from all Incumbrances, without the permission of any other person.

(III). No person has the right to demand the transfer, creation, issue, or allotment of any shares, loan capital, or other securities of the Company (or any rights or interests in them), and no person has entered a prior agreement to give or claim any such right.

(IV). The Sale Shares or any issued shares, debentures or other unissued securities of the Company are unaffected by any Incumberance granted to any person or otherwise exists, and no commitment to create any such Encumberance has been given, nor has any person claimed any such rights.

(V). The Company:

(a). neither owns, nor has agreed to acquire any shares, loan capital or any other securities or interest in any company;

(b). is not, and has not agreed to become, a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); and

(c). has no branch or permanent establishment outside England and Wales.

(VI). The Company has not purchased, redeemed, reduced, repaid or forfeited any of its share capital

(3). CORPORATE DOCUMENTS

(I). A copy of the memorandum of association and the company's articles of association have been Disclosed, and such copy documents are true, accurate and complete.

(II). All returns, particulars, resolutions and any other documents that the company is required by law to file with, or deliver to, any authority have been properly prepared and duly filed or delivered.

(III). The Company possesses all of the deeds and documents that belong to it or to which it is a party.

(IV). All of the Company's financial, account and other records, including its legal books and registers:

(a). have been properly prepared and maintained;

(b). reflect an accurate record of all matters required by law to be shown in them, and adhere to any applicable requirements of the CA 2006;

(c). do not contain any material inaccuracies or discrepancies; and

(d). are in the Company's possession.

(4). INFORMATION

(I). The particulars set out in Scheule 1 and Schecule 4 are true, accurate and complete.

(II). All information provided by the Seller or on its behalf to the Buyer (or its agents or advisers) during negotiations leading up to this agreement, was at the time they were given, and presently, true, accurate and complete.

(III). All information contained in the Disclosure Letter is true, accurate and complete.

(5). COMPLIANCE AND CONSENTS

(I). At all times, the Company has operated its business in accordance with, and has complied with, all applicable laws and regulations.

(II). The Company holds all licences, consents, premits and authorities required to operate the Buisness in the places and in the way in which it is operated at Completion (Consents).

(III). Each Consent is valid and subsisting, The Company is not in breach of any of the Consent's terms or conditions, and there is no reason why any of the Consents may be revoked or suspended (wholly or partly), or may not be renewed on the same terms.

(6). INSURANCE

(I). The Company has, and has always maintained sufficient insurance to cover all losses, liabilities, and risks that would ordinarily be covered by insurance for a person running similar business as the Business.

(II). The insurance policies the Company maintains or on its behalf (Policies) are in full force and effect, meaning all premiums due on them have been paid and all other conditions of the Policies have been met. The cost of the premium of any of the Policies or the renewal of the Policies have not been affected by any act or omission of the Company.

(III). There are no outstanding material claims under or about the validity of any of the Policies, and as far as the Seller is aware, there are no likely situations that would lead to a claim under any of the Policies.

(7). DISPUTES AND INVESTIGATIONS

(I). Neither the Company, nor any of its Directors nor any other person whose actions could make the Company bear vicarious liability, is engaged or involved in any of the following matters (referred to as Proceedings):

(a). any litigation, or any administrative, arbitration or other action, claim, hearing or proceedings (except for debt collection in the normal course of business); or

(b). any investigation, inquiry, enforcement proceedings by or any dispute with any governmental, regulatory or similar body.

(II). There are no threats of or pending Proceedings by or against the Company, any Director or any person whose actions may render the Company vicariously liable, and there are no circumstances likely to give rise to any such Proceedings.

(III). The Company is not affected by any subsisting or pending judgement, order, or other decision or ruling of any court, tribunal or arbitrator, or any governmental, regulatory or similar body, nor has it given any undertaking in connection with any Proceedings which remains in force.

(IV). The Seller has no claim of any nature against the Company, nor has it assigned any benefit of any such claim to any person.

(8). CONTRACTS AND TRADING

(I). The Disclosure Letter outlines all of the Company's current contracts, agreements, arrangements, understandings and other commitments.

(II). The Company is not a party to any contract, agreement, arrangement, understanding, or commitment that is unusual or out of the ordinary for the Business of that is not on terms that are fair to both sides.

(III). No party is in breach of any agreement to which the Company is a party, no person has threated to breach an agreement, and there are no facts or situations that are likely to lead to a breach of agreement. The Company has not received or been served with a notice of termination of any such agreement, and there are no reasons or grounds for termination, rescinding, rejecting or making major alterations to the terms of any such agreement.

(IV). There are no actual or potential debts or other obligations between the Company and any of the following:

(a). the Seller; or

(b). a director of the Seller (or any person Connected with any such director).

(9). EFFECT OF THE SALE OF THE SALE SHARES

(I). The Buyer's acquisition of the Sale Shares will not:

(a). cause the Company to lose the benefit of any right, asset or privilege it curently enjoys;

(b). free any person from any obligation owed to the Company, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company, or to exercise any other right in respect of the Company;

(c). result in any customer, client or supplier reducing its business, or changing the terms on which it deals, with the Company; or

(d). to the extent of the Seller's knowledge, result in any officer or senior employee leaving the Company.

(10). FINANCE AND GUARANTEES

(I). The Disclosure Letter fully outlines all money borrowed by the Company and all financial facilities currently unpaid or available to the Company, including copies of all related documentaries.

(II). There is no enforceable Encumbrance over any of the Company's assets, and there are no situations which may give rise to any such enforcement.

(III). The Company has not made any alterations to its debts (discounting or otherwise), or undertaken financing of any type that would not need to be reflected in the Accounts.

(IV). No Encumbrance, guarantee, indemnity or other similar arrangement has been entered into given or agreed to be given by:

(a). the Company or any third party as it relates to any indebtedness or other obligations of the Company; or

(b). the Company as it relates to any indebtedness or any third party's other obligations.

(V). There is no outstanding loan capital or borrowed money needing to be repaid in the Company. There are also no debts owed to the Company except debts which have arisen in the normal course of Business.

(VI). The debts owed to the Company which are reflected in the Accounts (as well as all debts subsequently recorded in its books since the Accounts Date) have been realised, or will realise their full amount in cash within three months after Completion, and none of those debts has been outstanding for more than two months.

(VII). There has been no insolvency event occurring to the Company or the Seller.

(11). ACCOUNTS

(I). The copies of the Accounts in the Disclosure Letter are true, complete and accurate.

(II). The Accounts of the Company:

(a). provide a true and fair picture of the Company's financial situation at the Accounts Date, the relevant accounting reference date, including the company's assets, liabilities, and commitments at that date, as well as its profits and cash flow for the period ended on that date; and

(b). comply with generally accepted accounting principles and standards at the time to which they relate (including, but not limited to, those adopted or issued by the Financial Reporting Council, such as the Financial Reporting Standards) and the requirements of the CA 1985 and the CA 2006 (as applicable) and all over relevant statutes or statutory instruments.

(III). At the Accounts Date, the Company had no capital commitments that were unpaid.

(IV). The Company, since the Accounts Date, has:

(a). performed the course of its business normally and ordinarily as a going concern in the same way, nature and scope as in the ________ before the Accounts Date.

(b). not announced, paid or made any dividend or other distribution; and

(c). not made, given, issued, repaid or redeemed any shares or loan capital or agreed to do any of those things.

(V). Since the Accounts Date, the Company's financial position, trading position, level of turnover, or turnover have not changed in a materially adverse way. To the best of the Seller's knowledge, no event, fact, or matter has happened or will happen that is likely to cause such a change.

(VI). The Management Accounts (of which true, complete and accurate copies are attached to the Disclosure Letter):

(a). have been prepared carefully and with attention which is consistent with the reason management asked for them, and on a basis that is the same as that used to make the equivalent management accounts before the Accounts Date;

(b). give a fair picture of the Company's income and expenses for the period they cover and don't have any big mistakes or material mistakes; and

(c). contain a balance sheet and profit-and-loss statement as of the end of the period they relate to, giving a clear picture of the assets, liabilities, profits, and losses for that period.

(12). CHANGES SINCE ACCOUNTS DATE

(I). Since the Accounts Date:

(a). the Company has run its business as usual and as a going concern;

(b). no material changes adverse to the Company's turnover, finances or future plans have occurred;

(c). the Company has not paid out any dividends or other distribution to share profits or assets, not has it agreed to do so;

(d). the Company has neither received any money by borrowing, fund raising or giving or taking any form of financial security, nor has it incurred or made a commitment to spend more than £________ (________) on capital expenses or acquired or disposed of any individual item; and

(e). the Company has paid all of its creditors within the time frames agreed upon with the relevant creditor, and it has no debts that have been unpaid for more than ________ (________) days.

(13). ASSETS

(I). The assets mentioned in the Accounts, along with any assets that the Company acquired since the Accounts Date (except for those disposed of since the Accounts Date in the normal course of Business) and all other assets the Company used in operation of the Business are:

(a). owned by the Company, legally and beneficially, free from Encumbrance or any rights of a third party. Additionally, the Company possesses good marketable title to such assets; and

(b). in the possession of the Company.

(c). the Company's equipment used in operation of the Business are functional, have been maintained or services regularly and properly, and are capable of doing the work for which they were designed. The list of equipment the company uses in connection with the Business shall be provided in a separate document annexed to this agreement.

(II). Each of the Company's hardware, (including network and telecommunications equipment), mobile devices, date (including databases) and software (associated user mauals, object code and source code) owned, used or held for the company's use for the Business (IT Systems):

(a). is working properly in accordance with all applicable specifications;

(b). is not defective in any material respect, and the Company has take reasonable measures to make sure that the IT Systems are free from any software virus, malware or software vulnerability; and

(c). has adequate capacity, scalability and performance to meet the current and foreseeable requirements of the Business as carried on at Completion.

(III). The Company holds any permissions or rights from third parties that are required to enable its exclusive and unrestricted use of the IT Systems for the operation of the Business but prior to and after Completion.

(IV). The Company has set up appropriate data security breach, incident monitoring, business continuity and disaster, recovery plans relating to the use of the IT systems, each of which is in accordance with best industry practice and all applicable regulatory requirements.

(V). During the seven-year period up to and including the date of this agreement, the Company has not:

(a). suffered any event that has has an adverse effect on the IT System's security and a significant impact on the continuity of the Business (Security Incident); or

(b). breached any applicable regulatory requirements (including any reporting requirements) in relation to any Security Incident.

(VI). The Company's assets comprise all assets that are necessary for the continuation of the Business as it is carried on at Completion, and no other person shares any of such assets.

(14). EMPLOYMENT

(I). The following definitions are applicable in this agreement:

Employee: any person the Company has employed via a contract of employment.

Worker: any person who is not an Employee, but carries out work for the Company personally and not through a business of their own or in a client/customer relationship.

(II). The details of the following class of people have been anonymised in the Disclosure Letter:

(a). persons who are not Workers; and

(b). persons who are providing services to the Company under an agreement aside from a contract of employment (such as consultants and secondees).

Included in the Disclosure Letter is the full particulars and terms on which such persons provide their services.

(III). The Company has not made any employment or engagement offer that is yet to be accepted, or that has been accepted but not yet commenced.

(IV). There is no pending, outstanding or threatened notice to terminate the contract of employment of any Employee or Worker, and there are no circumstances likely to give rise to such notice.

(V). The Company is a party to, bound by or proposing to introduce in respect of any of its current or former directors, Employees, or Workers, any redundancy payment scheme (in addition to statutory redundancy pay), or any incentive arrangement or scheme (including, without limitation, any share option or share award plan, and commission, profit sharing or bonus scheme.

(VI). There is no actual or contingent liability incurred by the Company in connection with the termination of any of its Employees' employment or for failing to comply with any order for the reinstatement or re-engagement of any Employee.

(VII). The Company has not made or provided, or agreed to make or provide, any payment or benefit of its current or former directors, Employees or Workers (or their dependents) in connection with the actual or proposed termination or suspension of employment or variation of an employment contract.

(VIII). The Company does not owe any sums to or from any current or former Employee or Worker except reimbursement of expenses, wages for the current salary period and holiday pay for the current holiday year.

(IX). The Company has made no offer, promise or agreement to any future in the terms of employment or engagement of any Employee or Worker.

(X). The Disclosure Letter includes copies of all contracts, handbooks, policies and other documents which apply to Employees and Workers, identifying which applies to which individual.

(XI). The Company is not in agreement with any trade (binding or otherwise) with any trade union, staff association, staff council works council, information and consultation body or any other worker representatives relating to any person the Company employs or engages.

(XII). The Company has carried out all obligations and duties required of it in respect of each Employee and Worker, whether or not legally binding and whether arising under contract, statute, at common law or in equity or under any treaties or laws of the European Union or otherwise.

(15). RETIREMENT BENEFITS

(I). Except for the auto-enrolment obligations outlined in this paragraph, the Company has no obligation (legally binding or otherwise) to provide or contribute to pension, lump sum, death, ill-health, disability, or accident benefits (Relevant Benefits) for its current or former officers or employees (Pensionable Employees), and no proposal or announcement has been made to any officer or employee of the Company regarding the introduction of any Relevant Benefits.

(II). The Company has complied with its automatic enrollment obligations under the Pensions Act 2008 and related legislation. The Disclosure Letter includes (but is not limited to) any documents relating to the Company's staging date, copies of any correspondence between the Company and the Pensions Regular regarding auto-enrolment, copies of any records kept in accordance with regulations 5 to 8 of the Employers' Duties (Registration and Compliance) Regulations 2010 in respect of Pensionable Employees, and details of any Pensionable Employees who have opted out and copies of their opt-out letters.

(III). The Pensions Regulator have not issued any notices, penalties or other sanctions and the Company has not been reported to the Pensions Regulator for any instances of non-compliances with the automatic enrolment obligations.

(IV). The Company has not discriminated against any Pensionable Employee on any grounds in providing any Relevant Benefits.

(V). There are no pending or threatened claims or complaints in respect of the provision of (or failure to provide) any Relevant Benefits by the Company as relates to any of the Pensionable Employees and there is no fact or circumstance likely to give rise to such claims or complaints.

(16). PROPERTY

(I). In this paragraph, "Previously-owned Land and Buildings" refers to any land and building that the Company owned (under whatever tenure) and/or occupied and/or used prior to the date of this agreement, but which are either:

(a). no longer owned, occupied or used by the Company; or

(b). owned, occupied or used by the Company but pursuant to a different lease, licence, transfer or conveyance.

(II). The Properties are the only land and structures that the Company owns, uses, or occupies. Other than the Properties, the Company has no ownership, use, option, right of first refusal, contractual obligation to purchase, or other legal or equitable right to any land or buildings.

(III). The Company bears no liability (actual or contingent) with respect to any Previously-owned Land and Buildings, nor has it provided any guarantee or indemnity for any liability relating to any of the Properties, any Previously-owned Land and Buildings, or any other land or buildings.

SCHEDULE 4

PARTICULARS OF THE PROPERTIES

PART 1: PARTICULARS OF THE FREEHOLD PROPERTIES

Property Description:

Name of Owner: ________

Registered , with title number: ________

Name of Occupier: ________

The freehold property is currently being used as/for:

________

PART 2: PARTICULARS OF THE LEASEHOLD PROPERTIES

Property Description:

Description of Lease:

________,

Lease date: ________ between ________ and ________

Name of Owner: ________

Registered, with title number: ________

Date of Lease Termination: ________

Name of Occupier: ________

Current Use:

________

Signed by:

________ ______________________, ________

for and on behalf of ________

________ ______________________, ________

for and on behalf of ________