Free Share Purchase Agreement Template

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context requires otherwise:

"Shares" means 500 Ordinary shares of £1.00 each in the capital of Thornton Analytics Ltd (Companies House number 09876543), representing the entire allotted and issued share capital (or the portion specified above).
"Company" means Thornton Analytics Ltd, a company registered in England and Wales under number 09876543 with its registered office at 14 King Street, London, EC2V 8EA.
"Consideration" means the total purchase price of £250,000.00.
"Completion" means completion of the sale and purchase of the Shares in accordance with Clause 4.
"Completion Date" means 2026-05-15 or such later date as the parties may agree in writing.
"Companies Act" means the Companies Act 2006.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Disclosure Letter" means the letter from the Seller to the Buyer delivered with this Agreement making fair disclosure against the Warranties.
"Warranties" means the warranties set out in Clause 5 and/or in Schedule 1.

SALE AND PURCHASE OF SHARES

Subject to the terms of this Agreement, the Seller shall sell and the Buyer shall purchase the Shares with full title guarantee (as defined in the Law of Property (Miscellaneous Provisions) Act 1994), free from all Encumbrances and together with all rights attaching to them at or after the Completion Date (including the right to all dividends and distributions declared, paid or made on or after that date).

Pre-emption. The Seller warrants that any pre-emption rights in the Company's Articles of Association or any Shareholders' Agreement have been duly waived or have expired, and that the Board of the Company has resolved to register the transfer under section 771 of the Companies Act 2006.

The Seller shall not be obliged to complete the sale of any of the Shares unless the purchase of all of the Shares is completed simultaneously.

CONSIDERATION AND PAYMENT

Consideration. The Consideration is £250,000.00 (exclusive of VAT where chargeable).

The Consideration shall be paid partly in cash on the Completion Date and partly on deferred terms as follows: £200,000 cash at Completion; £50,000 deferred payable 12 months after Completion subject to maintenance of £80,000 FY2026 EBITDA.

Stamp Duty. Stamp duty on the transfer of the Shares (approximately 0.5% of the Consideration, approximately £1,250 (0.5% rounded up to nearest £5)) shall be borne by the Buyer and paid to HMRC within thirty (30) days of Completion pursuant to section 87 of the Finance Act 1986. The Buyer (or as applicable the paying party) shall procure prompt stamping of the stock transfer form and registration with Companies House.

COMPLETION MECHANICS

Completion shall take place on the Completion Date at the registered office of the Company (or such other place as the parties may agree), when:

(a) the Seller shall deliver to the Buyer:
(i) duly executed stock transfer forms for the Shares under section 770 of the Companies Act 2006;
(ii) the share certificate(s) representing the Shares (or an indemnity in agreed form for any lost certificate);
(iii) written resignations of any Seller-nominated directors, secretary and auditors (with written acknowledgements of no claim for compensation);
(iv) certified copies of Board resolutions of the Company approving: (A) the transfer of the Shares to the Buyer under s.771 Companies Act 2006, (B) the appointment of the Buyer's nominees as directors, (C) any change of registered office, accounting reference date, bank mandate and authorised signatories as the Buyer may require;
(v) the statutory books, registers (including PSC register under Part 21A CA 2006), certificate of incorporation and common seal (if any) of the Company; and
(vi) the Disclosure Letter and any other documents required by the Buyer's reasonable diligence.

(b) the Buyer shall:
(i) pay the Consideration (or the cash portion thereof) in accordance with Clause 3; and
(ii) deliver a counterpart of this Agreement duly executed.

Post-Completion. The Buyer shall, within 30 days of Completion, submit the stock transfer form for stamping (where chargeable), register the transfer in the Company's register of members, issue a new share certificate to the Buyer, cancel the Seller's certificate, and file the confirmation statement / any change of officers / PSC updates with Companies House.

SELLER WARRANTIES

The Seller warrants to the Buyer that, save as fairly disclosed in the Disclosure Letter, each of the following Warranties is true, accurate and not misleading on the date of this Agreement and on the Completion Date:

(a) Title and Capacity. The Seller is the sole legal and beneficial owner of the Shares, has full right and power to sell and transfer them free from all Encumbrances, and is not subject to any contractual or other restriction on the sale;
(b) Authority. The Seller has all necessary corporate power and authority to enter into and perform this Agreement;
(c) Corporate Structure. The Shares represent the proportion of the issued share capital stated above; the capital is fully paid (or credited as fully paid); there are no options, warrants, convertible securities or other rights entitling any person to call for allotment or transfer of any shares in the Company;
(d) Accounts. The last audited accounts of the Company as at 31 December 2025 give a true and fair view of the assets, liabilities and state of affairs of the Company, have been prepared on a consistent basis in accordance with applicable law and accounting standards (UK GAAP / FRS 102 or IFRS as applicable), and are not misleading in any material respect;
(e) Solvency. The Company is not insolvent within the meaning of section 123 of the Insolvency Act 1986; no resolution has been passed and no petition or order made or application filed for its winding-up, administration, receivership or any compromise or arrangement; no floating charge has crystallised; and no director is subject to a disqualification order under the Company Directors Disqualification Act 1986;
(f) Litigation. There are no pending, threatened or ongoing claims, disputes, litigation, arbitration, investigation or regulatory proceedings against or involving the Company, its directors, officers or employees, and no circumstances exist that are likely to give rise to any such proceedings.
(g) Tax. The Company has paid all Tax which has become due and has made adequate provision in the accounts for all Tax liable to be assessed. All required returns, notifications and claims have been duly made on a timely basis. No transactions have been entered into with the purpose of avoiding Tax that would fall within the general anti-abuse rule (Finance Act 2013 Part 5). VAT, PAYE and National Insurance have been correctly operated. No enquiry, audit or dispute is open with HMRC.
(h) Compliance with Law. The Company has complied in all material respects with all applicable laws and regulations, including UK GDPR and the Data Protection Act 2018, the Bribery Act 2010 (including maintenance of adequate procedures under s.7), modern slavery, anti-money-laundering, health and safety, employment, and competition law.
(i) No Undisclosed Liabilities. There are no undisclosed liabilities, contingent liabilities, guarantees, indemnities or off-balance-sheet arrangements that would materially affect the value of the Shares.
(j) Contracts. No party to any material contract with the Company has given notice of termination or material breach, and the transaction contemplated by this Agreement will not trigger any change-of-control right.
(k) Employees. The Company has complied with its obligations under the Employment Rights Act 1996, the Equality Act 2010 and pensions auto-enrolment, and there are no outstanding employment tribunal claims.

DISCLOSURE, WARRANTY CAPS AND LIMITATIONS

Disclosure. The Warranties are qualified only by matters fairly disclosed in the Disclosure Letter with sufficient detail to enable the Buyer to identify their nature and scope (Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758).

Exclusion of Innocent/Negligent Misrepresentation. The Buyer acknowledges that, save for the Warranties expressly given, no representation, warranty, assurance or promise has been made by the Seller. Any remedy for innocent or negligent misrepresentation (including under section 2(1) of the Misrepresentation Act 1967) is hereby excluded. Nothing in this clause shall exclude liability for fraud.

Financial Cap. The Seller's aggregate liability for all claims under the Warranties (other than the title and capacity warranties at Clause 5(a)-(b) and any claim arising out of fraud) shall not exceed 100% of the Consideration.

Time Limits. No claim shall be brought unless notice in reasonable detail is given to the Seller: (i) for Tax Warranty claims, within seven (7) years of Completion; (ii) for all other Warranty claims, within 24 months of Completion. Any claim so notified shall be deemed withdrawn unless proceedings are issued and served within twelve (12) months of the notice.

De Minimis / Threshold. No individual Warranty claim shall be made unless it exceeds £1,000, and the aggregate of Warranty claims must exceed £10,000 before any single claim becomes payable (at which point the full amount is payable).

Mitigation. The Buyer shall take reasonable steps to mitigate any loss in accordance with the common-law duty. No claim lies for consequential or indirect loss save to the extent the same constitutes diminution in value of the Shares.

Reasonableness. The parties agree that these limitations are reasonable for the purposes of section 3 of the Unfair Contract Terms Act 1977 (to the extent applicable).

DUE DILIGENCE AND CONDITIONS PRECEDENT

The Buyer shall have a period of 28 Business Days from the date of this Agreement (the "Due Diligence Period") to carry out financial, legal, tax, commercial and operational due diligence on the Company. The Seller shall provide and procure reasonable access to the Company's books, records, contracts, statutory books, management and professional advisers, and shall co-operate with the Buyer's reasonable enquiries, subject to the confidentiality obligations of Clause 9.

Conditions Precedent. Completion is conditional upon the satisfaction (or waiver by the Buyer in writing) of the following conditions by the Completion Date: Satisfactory completion of legal, financial and tax due diligence; Buyer board approval; lender consent to change of control. If any condition remains unsatisfied by the Long Stop Date (being the date falling three (3) months after the date of this Agreement) either party may rescind this Agreement without liability to the other save for any prior breach.

TAX COVENANT AND SPECIFIC INDEMNITIES

The Seller shall indemnify and keep indemnified the Buyer and (at the Buyer's option) the Company on demand against all Losses suffered or incurred arising from or in connection with:

(a) any breach of the Warranties or any other provision of this Agreement;
(b) any Tax liability of the Company referable to the period ending on or before Completion which is not fully provided for in the last accounts (a "Tax Covenant" claim in accordance with UK market practice);
(c) any pre-Completion liability of the Company that was not fairly disclosed in the Disclosure Letter; and
(d) any claim made by a third party under section 994 of the Companies Act 2006 in respect of pre-Completion matters.

Payment under any indemnity shall be made within 10 Business Days of written demand, together with interest from the date of loss at 4% above the Bank of England base rate.

Conduct of Claims. The Buyer shall promptly notify the Seller of any third-party claim reasonably likely to give rise to an indemnity claim, afford the Seller reasonable opportunity to comment on its conduct, and not settle or compromise without the Seller's consent (such consent not to be unreasonably withheld).

RESTRICTIVE COVENANTS

For a period of 24 months from the Completion Date (the "Restricted Period"), the Seller shall not, directly or indirectly, whether as principal, agent, shareholder, director, employee, consultant or otherwise:

(a) carry on or be engaged, concerned or interested in any business that competes with the Business of the Company in the United Kingdom and Republic of Ireland;
(b) solicit or endeavour to entice away from the Company any person who is, or at any time during the 12 months prior to Completion was, an employee, consultant or director of the Company;
(c) solicit, canvass or accept business from any person who is, or at any time during the 12 months prior to Completion was, a customer or supplier of the Company with whom the Seller had material dealings;
(d) use or permit the use of the name of the Company or any confusingly similar name in any business.

The Seller acknowledges that these restrictions are reasonable and necessary to protect the goodwill and legitimate business interests that the Buyer is acquiring (Herbert Morris Ltd v Saxelby [1916] 1 AC 688; Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co [1894] AC 535). Each restriction is severable; if any restriction is held unenforceable it shall be deemed modified to the minimum extent necessary or severed.

CONFIDENTIALITY AND ANNOUNCEMENTS

Each party shall keep confidential the terms of this Agreement and all information obtained in connection with the transaction, and shall not make any public announcement or press release relating to this Agreement or the transaction without the prior written consent of the other party, save for announcements required by law, by any court, competent regulator or recognised stock exchange.

This obligation shall survive termination or Completion and shall continue without limit in time in respect of trade secrets, and for a period of three (3) years in respect of other confidential information.

DATA PROTECTION

Each party shall comply with its obligations under the UK GDPR and the Data Protection Act 2018 in respect of any personal data (as defined therein) disclosed or processed in connection with the due diligence, Completion and post-Completion integration. The parties shall co-operate in respect of any data-subject rights requests and any data-breach notifications required under Article 33 UK GDPR. Where appropriate, the parties shall enter into a controller-to-controller data-sharing arrangement in accordance with Article 26 UK GDPR.

GOVERNING LAW, JURISDICTION AND GENERAL

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

Mediation. Before commencing court proceedings, the parties shall first attempt in good faith to resolve the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Either party may commence proceedings after sixty (60) days from referral, or earlier to seek injunctive relief.

Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Third-Party Rights. Save for Group Companies of the Buyer (each of whom may enforce the Warranties and indemnities in their own right), a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. The consent of any such third party is not required to vary or rescind this Agreement.

Entire Agreement. This Agreement (together with the Disclosure Letter and any schedules) constitutes the entire agreement between the parties and supersedes all prior drafts, heads of terms and understandings. No variation shall be effective unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remainder shall continue in full force.

Notices. Any notice shall be in writing, delivered by hand, pre-paid first-class post or email to the address of the relevant party set out above (email being deemed received on the first Business Day after transmission).