Share Purchase Agreement (SPA) Template — Ireland

SHARE PURCHASE AGREEMENT

Long-form Private Manda Acquisition — Ireland

"Sale Shares" means the 100 Ordinary €1 shares (representing 100 of 100 issued shares) in the capital of the Target being sold under this Agreement. The total issued share capital of the Target at the date of this Agreement is 100 shares. "Completion" means the completion of the sale and purchase of the Sale Shares in accordance with clause 4. "Consideration" means the total purchase price of €500000 payable in accordance with clause 3. "Disclosure Letter" means the letter from the Seller to the Buyer disclosing exceptions to the Warranties, executed on the date of this Agreement. "Warranties" means the warranties given by the Seller in clause 5 (and, where applicable, the Warranty Schedule). "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which the principal banks in Dublin are open for business.

The Seller agrees to sell, with full title guarantee and free from all encumbrances, and the Buyer agrees to purchase, the Sale Shares with effect from Completion. The Sale Shares are sold with all rights attached at Completion, including the right to all dividends and distributions declared, paid or made after Completion.

The Consideration is €500000, payable in cash on Completion with an earn-out element payable per the schedule below. The Consideration shall be discharged in immediately available funds to the Seller's nominated bank account at Completion, free of any set-off, counterclaim or deduction (save for any withholding required by law).

Completion shall take place on 30 June 2026 at Offices of Quinn and Gallagher Solicitors, 22 Earlsfort Terrace, Dublin 2 (or by remote electronic exchange) (or such other place or date as the parties may agree in writing).
Completion deliverables: Seller delivers: (a) executed stock transfer forms for the Sale Shares; (b) the share certificates; (c) written resignations of all outgoing directors and the company secretary; (d) Board minutes of the Target approving the transfer and the resignations/appointments; (e) statutory books up to date; (f) updated Register of Members; (g) the Disclosure Letter. Buyer delivers: (i) the Consideration in immediately available funds; (ii) any Board approvals required for the Buyer.
Each party shall procure that all Board resolutions, written consents, statutory book updates and CRO filings (Form B5 share transfer; Form B10 director changes; Form B73 secretary changes; new Beneficial Ownership filing) necessary to give effect to Completion are duly executed and filed within the statutory deadlines.

Subject to any matter fully and fairly disclosed in the Disclosure Letter, the Seller warrants to the Buyer that:
(a) Title: The Seller is the sole legal and beneficial owner of the Sale Shares, holds the Sale Shares free from all encumbrances, charges and third-party rights, and has the right to transfer the Sale Shares to the Buyer with full title guarantee.
(b) Authority: The Seller has full corporate power and authority to enter into and perform its obligations under this Agreement, and this Agreement has been duly executed by an authorised signatory; the obligations are valid and binding.
(c) No litigation: There is no litigation, arbitration, regulatory investigation or claim pending or, to the best of the Seller's knowledge, threatened against the Target Company or its assets.

Without prejudice to the generality of clause 5, the Seller additionally warrants:
(d) Accounts: The audited accounts for the financial year ending 31 December 2025 have been prepared in accordance with Irish GAAP, give a true and fair view of the assets, liabilities and profits of the Target, and have been audited and unqualified.
(e) Tax: The Target has duly filed all tax returns required under the Taxes Consolidation Act 1997, the Value-Added Tax Consolidation Act 2010 and the Stamp Duties Consolidation Act 1999. All taxes payable as of the Completion Date have been paid or fully provided for.
(f) Intellectual Property: The Target owns or has valid licence to use all intellectual property used in its business; the IP is not the subject of any infringement claim; all employees and contractors who have created IP for the Target have assigned that IP under written agreement.
(g) Employment: The Target has complied with all employment law obligations, including the Sick Leave Act 2022, the Work Life Balance Act 2023 and the Protected Disclosures (Amendment) Act 2022; all PAYE/PRSI/USC payments are current; no senior employee has given notice to leave.
(h) Property: The Target holds a valid leasehold interest in its operating premises with all rates and outgoings current; no Section 65 dilapidations notice has been received; commercial lease change-of-control consent has been obtained.
(i) Regulatory: The Target holds all licences, permits and authorisations required, including DPC registration. No regulatory investigation is current or threatened.

The Seller's liability for breach of the Warranties is subject to the following limitations:
(a) Cap: The Seller's aggregate liability under the general warranties (excluding title, authority and tax warranties) is capped at 30% of the Consideration. Liability under the title, authority and tax warranties is capped at 100% of the Consideration.
(b) Basket: No claim shall be made unless aggregate claims exceed 1% of Consideration, in which case all claims are recoverable from the first euro.
(c) De minimis: No individual claim under €10,000 is recoverable.
(d) General warranty time limit: 24 months from Completion
(e) Tax warranty time limit: 7 years from Completion (matches Revenue audit window)
The above limitations do not apply in cases of fraud, fraudulent misrepresentation, or wilful concealment by the Seller.

The Seller indemnifies the Buyer in respect of all tax liabilities of the Target arising in respect of any period ending on or before Completion (or, in respect of any straddle period, the part ending on Completion), including any liability resulting from an audit by the Revenue Commissioners and any interest and penalties thereon. Claims under this Tax Indemnity may be brought 7 years from Completion (covers extended Revenue audit on fraud/negligence).

The Seller covenants with the Buyer that, for a period of 24 months from Completion, the Seller shall not, in The Republic of Ireland, directly or indirectly carry on, be employed by, or have any interest in any business that competes with the Target's business as carried on at Completion (the "Non-Compete"). The Seller further covenants for a period of 24 months from Completion not to solicit any customer, employee or supplier of the Target (the "Non-Solicit"). These restrictions are necessary to protect the goodwill of the Target purchased by the Buyer; the parties acknowledge that the restrictions are reasonable having regard to the Consideration and the Murgitroyd v Purdy test.

10% of the Consideration (€50,000 on a €500,000 deal) shall be retained in escrow with the Escrow Agent for a period of 18 months following Completion.
Release schedule: 50% on the 12-month anniversary; 50% on the 18-month anniversary (less amounts subject to notified claims).
Escrow Agent: AandL Goodbody Solicitors LLP (in a Client Account). Claims notified before the relevant release date shall be retained in escrow until final determination.

The Warranties are qualified by the matters fully and fairly disclosed in the Disclosure Letter (which is delivered at the same time as this Agreement). A matter is "fairly disclosed" only if disclosed in sufficient detail to identify the nature and scope of the matter to a reasonable buyer. Disclosure of one warranty does not constitute disclosure of any other warranty.

Confidentiality: the existence and terms of this Agreement are confidential; neither party shall publicise the Transaction without the other's prior written consent (save for statutorily required disclosure).
Assignment: neither party may assign its rights under this Agreement without the prior written consent of the other.
Notices: any notice shall be in writing and delivered by hand, registered post or email with read receipt to the addresses given above.
Variation: any variation shall be in writing and signed by both parties.
Severability: the invalidity of any provision does not affect the remaining provisions.
Entire agreement: this Agreement (and the documents referred to in it, including the Disclosure Letter) constitutes the entire agreement and supersedes all prior negotiations, representations and arrangements.

This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction over any dispute arising from or connected with this Agreement, save that either party may seek injunctive relief in any court of competent jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.