Share Purchase Agreement - i2W Ltd

(A)

The Company is a private company limited by shares incorporated in England and Wales.

(B)

The Company has an issued share capital of £5.00 divided into 5 ordinary shares of £1.00 each.

(C)

Further particulars of the Company at the date of this agreement are set out in Schedule 1.

(D)

The Seller is the owner of the legal and beneficial title to the Sale Shares.

(E)

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

(F)

The Guarantors have agreed to guarantee the obligations of the Seller under this agreement.

Accounts

the unaudited profit and loss account of the Company for the accounting period ended on, and the unaudited balance sheet of the Company as at, the Accounts Date, together with the notes, the directors and accountants’ reports and the cash flow statement relating to them.

Accounts Date

30 November 2021.

Business

the business carried on by the Company, namely that of a productised service business operated via the seobutler.com website and the custom build order management system on orders.seobutler.com and under the SEOButler and PBNButler names.

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Buyer’s Solicitors

Lodders Solicitors LLP of Number Ten, Elm Court, Arden Street, Stratford upon Avon, Warwickshire, CV37 6PA

CA 2006

the Companies Act 2006.

Claim

a claim for breach of any of the Warranties.

Company

SEO Butler Limited, a company incorporated and registered in England and Wales with company number 09317527 whose registered office is at 16 Wakehurst Road, Eastbourne, East Sussex, BN22 7FL, further details of which are set out in Schedule 1.

Completion

completion of the sale and purchase of the Sale Shares in accordance with this agreement.

Completion Balance Sheet

a balance sheet statement for the Company as at the last Business Day before Completion, drawn up in accordance with the usual accounting practices of the Company.

Completion Date

the date of this agreement.

Consideration

the sum of $950,000.00 (nine hundred and fifty thousand USD), payable by the Buyer to the Seller in accordance with clause 3..

Control

has the meaning given in section 1124 of the CTA 2010, and the expression change of Control shall be construed accordingly.

Covenantors

the Seller and the Shareholders.

CTA 2009

the Corporation Tax Act 2009.

CTA 2010

the Corporation Tax Act 2010.

Data Protection Laws

has the meaning given in paragraph 25.1 of Part 1 of Schedule 3.

Director

each person who is a director or shadow director of the Company, as set out in Schedule 1.

Disclosed

fairly disclosed with sufficient details to enable the buyer to make an informed and accurate assessment of the facts or circumstances concerned in or under the Disclosure Letter.

Disclosure Bundle

the bundle of documents annexed to the Disclosure Letter.

Disclosure Letter

the letter from the Seller to the Buyer with the same date as this agreement and described as the Disclosure Letter, together with the Disclosure Bundle.

Employee

has the meaning given in paragraph 26.1 of Part 1 of Schedule 3.

Encumbrance

any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Guarantors

the Shareholders.

Guaranteed Obligations

all present and future obligations and liabilities of the Seller under this agreement, including all money and liabilities of any nature, which in respect of any Claim or Tax Claim shall only apply to a Settled Claim.

Group

in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.

HMRC

HM Revenue & Customs.

holding company

has the meaning given in clause 1.11.

IHTA 1984

the Inheritance Tax Act 1984.

Indemnity Claim

a claim for breach of any of the indemnities in clause 9.

Intellectual Property Rights

has the meaning given in paragraph 21.1 of Part 1 of Schedule 3.

ITEPA 2003

the Income Tax (Earnings and Pensions) Act 2003.

Management Accounts

the unaudited Profit and Loss Account and Balance Sheet as at [31 May] 2022, (a copy of which is included in the Disclosure Bundle).

Sale Shares

the 5 Ordinary shares of £1.00 each in the Company, all of which are issued and fully paid, and which comprise the whole of the issued share capital of the Company.

Seller Business

the business of a digital marketing agency specialising in Search Engine Optimisation for businesses under the i2W, SwishDM and SwishPR names, as operated by the Seller at Completion.

Seller’s Brokers

Empire Flippers, LLC.

Seller’s Brokers Account

the bank account of the Seller’s Brokers (Empire Flippers LLC) at Chase Bank 1783 E Cheyenne Mountain Blvd Colorado Springs, CO 80906, Bank ABA/Fed Wire: 102001017, Beneficiary Account: 821601981.

Seller’s Solicitors

Brightlaw Limited of 4 Longlands Spinney, Worthing, West Sussex, BN14 9NU.

Settled Claim

means a Claim or Tax Claim that has been:

(a)

agreed in writing between the Buyer and the Seller as to both liability and quantum; or

(b)

finally determined by a court of competent jurisdiction, or from whose judgment the relevant party is debarred (by passage of time or otherwise) from making an appeal.

Shareholders

the shareholders of the Seller, being Jonathan Kiekbusch, Ezekiel Daldy and Lyndsay Kiekbusch.

subsidiary

has the meaning given in clause 1.11.

subsidiary undertaking

a subsidiary undertaking as defined in section 1162 of the CA 2006.

Tax

has the meaning given in paragraph 1.1 of Schedule 4.

Tax Authority

has the meaning given in paragraph 1.1 of Schedule 4.

Tax Claim

has the meaning given in paragraph 1.1 of Schedule 4

Tax Covenant

the tax covenant set out in Schedule 4.

Tax Statute

has the meaning given in paragraph 1.1 of Schedule 4.

Tax Warranties

the Warranties set out in Part 2 of Schedule 3.

TCGA 1992

the Taxation of Chargeable Gains Act 1992.

Third Party Claim

any claim, action or demand which is made or threatened by any third party against the Buyer or the Company and which may give rise to a Claim or Tax Claim.

TIOPA 2010

the Taxation (International and Other Provisions) Act 2010.

TMA 1970

the Taxes Management Act 1970.

Transaction

the transaction contemplated by this agreement or any part of that transaction.

Transaction Documents

this agreement, the Disclosure Letter and any other document entered into by the parties on or about the date of this agreement in connection with the Transaction.

Unfulfilled Services Provisions

the requirements detailed in Schedule 7.

USD

United States Dollars.

VATA 1994

the Value Added Tax Act 1994.

Warranties

the warranties given by the Seller pursuant to clause 5 and set out in Schedule 3.

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

1.13

Any words following 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.

1.14

References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification, or agreed between the respective solicitors of the parties in writing.

1.15

Unless the context requires otherwise, a reference to any legislation or legislative provision includes:

(a)

(b)

1.16

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.

2.1

2.2

3.

3.1

3.2

3.3

The Consideration shall be deemed to be reduced by the amount of any payment made to the Buyer for each and any:

(a)

(b)

(c)

3.4

Should any payment fall due on a day which is not a Business Day, such payment shall be paid on the next Business Day following such date.

4.

Completion

4.1

Completion shall take place on the Completion Date immediately after the execution of this agreement at such place as is agreed by the parties in writing.

4.2

At Completion:

(a)

(i)

deliver or cause to be delivered to the Buyer the items listed in paragraph 1 of Schedule 2;

(ii)

procure that a board meeting of the Company is held at which the matters set out in paragraph 2 of Schedule 2 are carried out;

(iii)

deliver any other document referred to in this agreement; and

(iv)

procure that the Company has complied with the Unfulfilled Services Provisions in order to ascertain the amount of cash to be retained in the Company;

(b)

the Buyer shall (subject to the Seller complying with clause 4.2(a)):

(i)

pay the Consideration in accordance with clause 3.2;

(ii)

hold a board meeting at which the Transaction, this agreement and the Transaction Documents to which it is a party are authorised and approved;

(iii)

deliver duly executed any Transaction Documents to which the Buyer is party along with any other documents referred to in this agreement; and

(iv)

deliver to the Seller a signed acknowledgement of the Disclosure Letter.

4.3

4.4

5.

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

6.

6.1  

The Buyer warrants to the Seller that:

(a)

it is duly incorporated and is validly existing under the laws of its place of incorporation, and has power to carry on its business as now being conducted and to own its own property and other assets;

(b)

it has full power and authority to execute, deliver and perform its obligations under this agreement and no limitation on the powers of the Buyer will be exceeded as a result of the Buyer entering into this agreement;

(c)

the execution and delivery of, and the performance by the Buyer of its obligations under this agreement shall not:

(i)

result in a breach of, or constitute a default under any instrument by which the Buyer is bound, or result in a breach of the constitutional documents of the Buyer;

(ii)

conflict with or result in a breach of any law, judgment, order or regulation of any court or governmental or administrative agency; or

(iii)

require the consent of the Buyer’s shareholders or of any other person.

(d)

it has obtained all necessary authorisations to enable it to lawfully enter into and comply with its obligations under this agreement and such authorisations are in full force and effect; and

(e)

no litigation, arbitration or administrative proceedings are pending or threatened against it before any court, arbitral body or agency, which might reasonably be expected to have a material adverse effect on the Buyer’s ability to perform its obligations under this agreement.

6.2

Each of the warranties referred to in clause 6 is separate and independent and except as expressly otherwise provided in this agreement, shall not be limited by reference to any other Warranty or by anything in this agreement or any Transaction Document.

7.

Limitations on claims

7.1

Save as provided in clause 7.6, this clause 7 limits the liability of the Seller in relation to any Claim and (where specifically provided) any Tax Claim or Indemnity Claim.

7.2

The aggregate liability of the Seller for all Claims and all Tax Claims shall not exceed an amount equal to the Consideration paid.

7.3

The Seller shall not be liable for a Claim or Tax Claim unless:

(a) 

(b)

For the purposes of this clause 7.3, a Claim or Tax Claim is connected with another Claim or Tax Claim if the Claims or Tax Claims arise from the same facts, events or circumstances.

7.4

The Seller shall not be liable for a Claim or an Indemnity Claim unless notice in writing summarising the nature of the Claim or Indemnity Claim (in so far as it is known to the Buyer) giving reasonably full details of the matter in respect of which the Claim or Indemnity Claim is made, the nature of the breach and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Seller:

(a)

(b)

7.5

The Seller shall not be liable for a Claim if and to the extent that the Claim arises from facts, events or circumstances that have been Disclosed.

7.6

If any Claim or Tax Claim arises by reason of a liability that is future, contingent and/or unquantifiable:

(a)

the Seller shall not be under any obligation to make any payment for such Claim or Tax Claim until such time as that liability becomes an actual liability, or is capable of being quantified, before the expiry of the relevant time period set out in clause 7.4; and

(b)

the Seller shall not be liable for any such contingent and/or unquantifiable Claim or Tax Claim unless proceedings have been both issued and validly served on the Seller within nine months from the date on which the liability becomes an actual liability or has become capable of being quantified.

7.7

Notwithstanding anything in this agreement, the Seller shall not be liable to the Buyer for any loss of profit, or indirect or consequential loss, whether actual or prospective in respect of any Claim.

7.8

The Seller shall not be liable to the Buyer in respect of any Claim or Tax Claim, if and to the extent that such Claim or Tax Claim in question or the breach on which such Claim or Tax Claim is based:

(a)

arises after a change in the accounting or taxation policies of the Company which has effect after Completion, unless such change is required to comply with law or any generally accepted accounting principles;

(b)

would not have arisen but for any act, omission, transaction or arrangement carried out:

(i)

at the request of, or with the consent of, the Buyer before Completion; or

(ii)

voluntarily by the Company (or their respective directors, officers, employees, agents or advisers) after Completion otherwise than in the ordinary and proper course of conducting the Business as carried on immediately before Completion;

(c)

relates to any loss for which the Buyer is actually and fully indemnified by insurance in force on or after the date of this agreement; or

(d)

relates to any matter which is specifically allowed, provided for, reserved or reflected in, or the amount of the loss or damage the subject of the Claim or Tax Claim is taken into account in, the Accounts or the Management Accounts (including in the notes to them).

7.9

In the event of a Third Party Claim, the Buyer shall:

(a)

(b)

(c)

(d)

7.10

Subject to clause 7.11, the Buyer shall not agree any compromise or settlement, or make any payment in relation to a Third Party Claim without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed, provided that nothing in this clause shall prevent the Buyer from agreeing (or permitting to be agreed) any compromise or settlement, or from making (or permitting to be made) any payment in respect of a Third Party Claim if the Buyer acting reasonably considers that a failure to do so would be prejudicial to its interests, or would otherwise damage the goodwill of its business.

7.11

Clause 7.10 shall not apply in relation to a Third Party Claim if and to the extent that it would render any policy of insurance maintained by or available to the Buyer void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim.

7.12

Any failure by the Buyer to comply with its obligations in clause 7.9 or clause 7.10 shall not prevent any claim by the Buyer, or extinguish or reduce the Seller’s liability in respect of any Claim or Tax Claim.

Recovery from third parties

7.13

If the Buyer receives any payment, discount, credit or benefit (including in relation to taxation) under any policy of insurance or from any third party other than the Seller as a result of the circumstances, loss or liability giving rise to a Claim and/or Tax Claim and/or Indemnity Claim, and the Seller has made payment to the Buyer in respect of that Claim and/or Tax Claim and/or Indemnity Claim, the Buyer shall (to the extent that full payment, discount, credit or benefit has been received by the Buyer in relation to the Claim and/or Tax Claim and/or Indemnity Claim), as soon as practicable after receipt of such payment pay to the Seller an amount equal to the lesser of the amount of the payment, discount, credit or benefit received from the insurer or other third party and the payment received from the Seller, after deducting the reasonable costs and expenses incurred by the Buyer or the Company in obtaining the payment, discount, credit or benefit from the insurers or the third party.

7.14

Where the Buyer or the Company (or both) has recovered from a third party any sum in respect of any matter giving rise to a Claim and/or a Tax Claim and/or Indemnity Claim:

(a)

(b)

7.15

If any amount is repaid to the Seller by the Buyer or the Company pursuant to clause 7.14, the amount repaid shall not be treated as paid by the Seller for the purposes of calculating the Seller’s total liability under clause 7.2.

7.16

Without prejudice to the generality of clause 7.14, the provisions of clause 7.14 shall apply where the Company is entitled to recover from its insurers any sum in respect of any matter giving rise to a Claim and/or Tax Claim under any insurance policy effected on, or before, the Completion Date.

7.17

Nothing in this clause 7 shall in any way diminish the Buyer’s common law obligation to mitigate any loss or liability which might be the subject of a Claim or Tax Claim.

7.18

The Buyer shall not be entitled to reimbursement or restitution more than once in respect of any particular loss or damage suffered in respect of a Claim and/or Tax Claim. Any amount paid under the Tax Covenant in respect of a Tax Claim shall reduce any amount which the Buyer may recover in respect of the loss or damage giving rise to the Tax Claim under the Tax Warranties.

7.19

The Buyer shall retain (to the extent that they have been provided by or kept by the Seller) all books, records, accounts, correspondence and other papers which are likely to be material in relation to liability of the Seller under the Warranties or Tax Covenant or Indemnities for the period during which the Seller may be liable under the Warranties or Tax Covenant or Indemnities. Any obligation on the Buyer in respect of this clause 7.19 shall not reduce or diminish the Seller’s liability for any Claim and/or Tax Claim and/or Indemnity Claim.

7.20

Nothing in this clause 7 or Schedule 4 applies to exclude or limit the liability of the Seller:

(a)

(b)

7.21

The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or Tax Covenant.

8.   

Tax Covenant

The provisions of Schedule 4 apply in this agreement in relation to Tax.

9.

Indemnities

9.1

Without limiting any other right or remedy the Buyer may have, the Seller agrees to indemnify and keep the Buyer and the Company indemnified against all liabilities, costs, expenses, damages, and losses (including, but not limited to any direct losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonably incurred professional costs and expenses but excluding any loss of profit or any indirect or consequential loss) suffered or incurred by the Buyer and/or the Company arising out of or in connection with:

(a)  

(b)

(c)

9.2

Where the subject matter of any potential Indemnity Claim is also covered under the Tax Covenant, the Buyer shall not be entitled to reimbursement or restitution more than once in respect of any particular loss or damage suffered in respect of an Indemnity Claim and/or Tax Claim. Any amount paid under the Tax Covenant in respect of a Tax Claim shall reduce any amount which the Buyer may recover under the indemnities in this clause in respect of the loss or damage giving rise to the Tax Claim.

9.3

Any payment made by the Seller in respect of an Indemnity Claim shall include any amount necessary to ensure that, after the deduction of any Tax due on the payment, the Buyer or the Company is left with the same amount if would have had, if payment was not subject to Tax.

10.

Guarantee

10.1

In consideration of the Buyer entering into this agreement, the Guarantors jointly and severally guarantee to the Buyer the due and punctual performance, observance and discharge by the Seller of all the Guaranteed Obligations if and when they become performable or due under this agreement.

10.2

If the Seller defaults in the payment when due of any amount that is a Guaranteed Obligation the Guarantors shall, immediately on demand by the Buyer, unconditionally pay that amount to the Buyer in the manner prescribed by this agreement as if they were the Seller.

10.3

The Guarantors as principal obligor and as a separate and independent obligation and liability from their obligations and liabilities under clause 10.1 and clause 10.2, agree to indemnify and keep indemnified the Buyer jointly and severally in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses reasonably suffered or incurred by the Buyer arising out of, or in connection with, the Guaranteed Obligations not being recoverable for any reason or any failure of the Seller to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Obligations.

10.4

The guarantee in this clause 10 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Seller to the Buyer in respect of the Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations.

10.5

The liability of the Guarantors under the guarantee in this clause 10 shall not be reduced, discharged or otherwise adversely affected by:

(a)

(b)

10.6

The Guarantors waive any right it may have to require the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Guarantors under this clause 10.

10.7

The Guarantors shall, on a full indemnity basis, pay to the Buyer on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) reasonably incurred by the Buyer in connection with:

(a) 

the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this clause 10 or any attempt so to do; and

(b)

any discharge or release of this guarantee.

10.8

Until all amounts which may be or become payable by the Seller under or in connection with this agreement have been irrevocably paid in full, and unless the Buyer otherwise directs, the Guarantors shall not exercise any security or other rights they may have by reason of performing their obligations under this clause 10, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.

10.9

The guarantee in this clause 10 shall be in addition to and independent of all other security which the Buyer may hold from time to time in respect of the discharge and performance of the Guaranteed Obligations.

10.10

The guarantee in this clause 10 and all obligations and liabilities of the Guarantors under this clause 10 shall terminate 6 months from the date of Completion. However, in the event that a Claim or Tax Claim is notified to the Seller in writing before the expiry of the 6 month period stated herein, this clause 10 shall remain in full force and effect until search claim has become a Settled Claim.

11.

Restrictions on the Covenantors

11.1

In this clause, the following words and expressions shall have the following meanings:

Prospective Customer: a person who is at Completion, or who has been at any time since 2 March 2021, in discussions with the Company with a view to becoming a client or customer of the Company.

Restricted Business: any business that is or would be in competition with any part of the Business as it is being carried on at the Completion Date, other than the Seller Business.

Restricted Customer: any person who is at Completion, or who has been at any time during the period of 12 months immediately preceding the Completion Date, a client or customer of, or in the habit of dealing with, the Company exclusively for the Restricted Business and not for the Seller Business.

Restricted Person: any person who is at Completion, or who has been at any time since 2 March 2021, employed or directly or indirectly engaged by the Company in an executive, managerial, sales or technical role.

11.2

Each of the Covenantors severally undertakes to each of the Buyer and the Company that it shall not:

(a)

at any time during the period of 18 months commencing on the Completion Date, in any geographic area in which the Business (or any part of it) is carried on at the Completion Date, carry on or be engaged, concerned or interested in, or in any way assist, a Restricted Business;

(b)

at any time during the period of 18 months commencing on the Completion Date:

(i)

canvass, solicit or otherwise seek the custom of any Restricted Customer or Prospective Customer with a view to providing goods or services to them in competition with the Business; or

(ii)

induce or attempt to induce a Restricted Customer or Prospective Customer to cease or refrain from conducting business with, or to reduce the amount of business conducted with, or to vary adversely the terms upon which it conducts business with, the Company, or do any other thing which is reasonably likely to have such an effect;

(c)

at any time during the period of 18 months commencing on the Completion Date, have any business dealings with a Restricted Customer or a Prospective Customer in connection with the provision of goods or services to them in competition with the Business;

(d)

at any time during the period of 18 months commencing on the Completion Date, have any business dealings with, or solicit, entice or attempt to entice away, any person who is at Completion, or has been at any time since 2 March 2021, a supplier of goods or services to the Company, if such dealings, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, the Company, or to vary adversely the terms upon which it conducts business with the Company;

(e)

at any time during the period of 18 months commencing on the Completion Date, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from the Company, any Restricted Person, or procure or facilitate the making of any such offer or attempt by any other person;

(f)

at any time after Completion, do or say anything which may be harmful to the reputation of the Company; or

(g)

at any time after Completion, present itself or permit itself to be presented as:

(i)

connected in any capacity with the Company; or

(ii)

interested or concerned in any way in the Sale Shares (or any of them).

11.3

The Seller will not be in breach of clauses 11.2(b)(i) or 11.2(c) by virtue only of carrying on the Seller Business in the way it is carried on at Completion.

11.4

The undertakings in clause 11.2 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and shall apply to actions carried out by each of the Covenantors in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent or otherwise) and whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.

11.5

Nothing in clause 11.2 shall prevent any of the Covenantors from holding for investment purposes only:

(a)

(b)

11.6

Each of the undertakings in clause 11.2 is a separate undertaking by the Covenantors and shall be enforceable by the Buyer and the Company separately and independently of their right to enforce any one or more of the other undertakings contained in that clause.

11.7

The parties acknowledge that each of the Covenantors has confidential information relating to the Business and that the Buyer is entitled to protect the goodwill of the Business as a result of buying the Sale Shares. Accordingly, each of the undertakings in clause 11.2 is considered fair and reasonable by the parties.

11.8

The consideration for the undertakings in clause 11.2 is included in the Consideration.

12.

Confidentiality and announcements

12.1

Each of the Covenantors undertakes to the Buyer and the Company that it shall:

(a)

(b)

(c)

12.2

Nothing in this agreement shall be construed as imposing on the Buyer an obligation to keep confidential any information relating to the Company, or to restrict its use of such information, in each case after Completion.

12.3

Notwithstanding any other provision of this agreement, the Covenantors shall not be obliged to keep confidential or to restrict its use of any information that:

(a)

(b)

12.4

Each of the Covenantors may disclose any information that it is otherwise required to keep confidential under this clause 12 to any employees, officers, consultants, representatives or advisers of the Seller or any member of its Group who need to know such information for the purposes of advising on this agreement or facilitating the Transaction, provided that the Seller informs the recipients of the confidential nature of the information before disclosure and procures that the recipients shall, in relation to any such information disclosed to them, comply with the obligations set out in this clause 12 as if they were a Covenantor. The Covenantors shall, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause.

12.5

Subject to clause 12.6 to clause 12.8 (inclusive), neither party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other party.

12.6

Nothing in clause 12.5 shall prevent either party from making an announcement or disclosure required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction provided that the party required to make the announcement or disclosure consults with the other party and takes into account its reasonable requests concerning the content of the announcement before it is made.

12.7

The Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company.

12.8

The parties may release to the press after Completion an agreed form statement announcing the sale and purchase of the Company.

12.9

This clause 12 will remain in force for a period of five years from the date of this agreement.

13.

Further assurance

13.1

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

13.2

The Seller undertakes to the Buyer that if and for so long as it remains the registered holder of any of the Sale Shares after Completion, it shall:

(a)

(b)

(c)

(d)

14.

Assignment

14.1

Subject to the further provisions of this clause 14, no party shall assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this agreement or any other Transaction Document.

14.2

The Buyer may assign or transfer its rights (but not its obligations) under this agreement or any other Transaction Document to:

(a)  

(b)

14.3

If there is an assignment or transfer of the Buyer’s rights under this agreement in accordance with clause 14.2:

(a)

(b)

15.

No agency

Each party confirms it is acting on its own behalf in relation to the Transaction and not for the benefit of any other person.

16.

Entire agreement

16.1

This agreement (together with the other Transaction Documents) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

16.2

Each party acknowledges and agrees that:

(a)

(b)

17.

Variation and waiver

17.1

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.2

A waiver of any right or remedy under this agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

17.3

A failure or delay by any person to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.4

A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

18.

Costs

18.1

Except as expressly provided in this agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this agreement and the other Transaction Documents.

19.

Notices

19.1

A 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 airmail in either case to that party’s address as stated in this agreement (or to such other address as that party may notify to the other party in accordance with this agreement), or by email to the following addresses:

19.2

A notice is deemed to have been received if delivered by hand, at the time the notice is left at the proper address, or if sent by airmail, on the seventh Business Day after posting, unless 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 receipt), in which case receipt will occur when business hours resume in the place of receipt, or if sent by email one Business Day after transmission (provided it is sent to an email address stated in clause 19.1 above) and no failed transmission message is returned. If a failed transmission messaged is returned, but the party has specified more than one email address for service and no failed transmission message has been returned for that email address, service shall be deemed effective.

19.3

A notice given under this agreement is not valid if sent by fax.

19.4

This clause 19 does not apply to the service of any proceedings or other documents in any legal action.

20.

Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

21.

Agreement survives Completion

This agreement (other than obligations that have already been fully performed) remains in full force after Completion.

22.

Third party rights

22.1

Except as expressly provided in clause 22.2, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

22.2

The following provisions are intended to benefit future buyers of the Sale Shares and (to the extent that they are identified in the relevant clauses as recipients of rights or benefits under that clause), the Company and the Officers (as defined in clause 5.7), and shall be enforceable by each of them to the fullest extent permitted by law:

(a)

(b)

(c)

(d)

(e)

22.3

The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

23.

Counterparts

23.1

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

23.2

Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of a “wet-ink” counterpart of this agreement.

24.

Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

25.

Inadequacy of damages

Without prejudice to any other rights or remedies that the Buyer may have, the Seller acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of clause 11 or clause 12 by the Seller. Accordingly, the Buyer shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of clause 11 or clause 12 of this agreement.

26.

Withholding

26.1

All sums payable under this agreement by or on behalf of any party (for the purposes of this clause the payer) to another (the payee) shall be paid free and clear of all deductions or withholdings save only as may be required under law.

26.2

If any deduction or withholding is required by law to be made from any payment under this agreement, the payer shall pay the payee, at the same time as making the payment in question, such additional amount as will, after such deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

27.

Succession

27.1

This agreement shall be binding on, and enure for the benefit of, each party and their respective successors and assigns. Subject to and on any succession and assignment permitted by this agreement, any successor and/or assignee shall in its own right be able to enforce any term of this agreement in accordance with its terms as if it were in all respects a party to this agreement but, until such time, any such successor or assignee shall have no rights whether as a third party or otherwise.

28.

Governing law and jurisdiction

28.1

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 in accordance with the law of England and Wales.

28.2

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.

Name:

SEO Butler Limited

Registered number:

09317527

Registered office:

16 Wakehurst Road, Eastbourne, East Sussex, BN22 7FL

Issued share capital:

Amount: £5.00

Divided into: 5 ordinary shares of £1.00 each

Registered shareholder (and number of Sale Shares held):

The Seller – 5 ordinary shares of £1.00 each

Directors:

Ezekiel Daldy

Jonathan Kiekbusch

Lyndsay Kiekbusch

1.

Documents to be delivered at Completion

At Completion, the Seller shall deliver (or cause to be delivered) to the Buyer:

1.1

a transfer of the Sale Shares, duly signed by the Seller in favour of the Buyer;

1.2

the definitive share certificates for the Sale Shares or an indemnity, in agreed form, for any lost certificates;

1.3

any waivers, consents or other documents required to enable the Buyer to be registered as the holder of the Sale Shares, in each case in agreed form, and including an irrevocable waiver of any pre-emption right or other restriction on the transfer of the Sale Shares conferred on any person who is not a party to this agreement, duly signed by the holder of such right or restriction;

1.4

the registers, minute books and other records required to be kept by the Company 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;

1.5

resignation letters, in agreed form and executed as a deed, from the Directors, resigning from their respective offices with the Company;

1.6

a letter from the Seller, in agreed form, confirming that it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the CA 2006) in relation to the Company;

1.7

signed minutes, in agreed form, of each of the board meetings held by the Company as required by paragraph 2 of this Schedule 2;

1.8

in relation to the Company:

(a)  

(b)

(c)

(d)

(e)

1.9

evidence, in agreed form, of the release of all guarantees or other security given by the Company in respect of the liabilities or obligations of the Seller, or of any other third party;

1.10

a certified copy of the resolutions, in agreed form, of the Seller’s board of directors approving the Transaction and the execution and delivery of each of the Transaction Documents to be delivered by the Seller at Completion;

1.11

the Disclosure Letter, duly executed by the Seller; and

1.12

a certified copy of the resolutions, in agreed form, passed by the Seller’s shareholders approving the Transaction.

All physical Business and Company documents shall be sent to the Buyer, as soon as reasonably practicable after Completion, care of Dominic Wells at:

No.1 4F Jihu Road, Lane 120, Alley 30, Zhongshan District, Taipei 104, Taiwan

2.

Completion board meetings

The Seller shall cause a board meeting of the Company to be held at Completion at which the following matters are approved:

2.1

in the case of the Company only, the registration of the transfer of the Sale Shares delivered in accordance with paragraph 1.1 of this Schedule 2, subject only to the transfers being duly stamped at the Buyer’s cost;

2.2

acceptance of the resignations referred to in paragraph 1.5 of this Schedule 2, with effect from the end of the relevant board meeting;

2.3

the appointment of the persons nominated by the Buyer as directors of the Company (subject to any maximum number of directors contained in the relevant company’s articles of association), with effect from the end of the relevant board meeting;

2.4

changing the registered office of the Company to such address as is required by the Buyer; and

2.5

revoking all existing instructions and authorities to the bankers of the Company and replacing them with new instructions and authorities as the Buyer requires.

1.

Power to sell the Sale Shares

1.1

The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and each of the other Transaction Documents to which it is a party in accordance with their respective terms.

1.2

The execution and delivery by the Seller of this agreement and each of the other Transaction Documents to which it is a party, and compliance with their respective terms shall not breach or constitute a default:

(a) 

(b)

2.

Shares in the Company

2.1

The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.

2.2

The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

2.3

No person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and neither the Seller nor the Company has agreed to confer any such rights, and no person has claimed any such rights.

2.4

No Encumbrance has been granted to any person or otherwise exists affecting:

(a)

(b)

No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance.

2.5

The Company does not:

(a)

(b)

(c)

(d)

(e)

2.6

The Company has not at any time:

(a)

(b)

(c)

2.7

No shares in the capital of the Company has been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the articles of association of the Company and all such transfers have been duly stamped (where applicable).

3.

Constitutional and corporate documents

3.1

Copies of the articles of association (or other constitutional and corporate documents) of the Company have been Disclosed. Such copy documents:

(a)

(b)

(c)

3.2

The register of members, register of people with significant control (PSC Register) and all other statutory books and registers of the Company:

(a)

(b)

(c)

No notice or allegation has been received that any such registers or books are incorrect or should be rectified.

3.3

In relation to its PSC Register, the Company has at all times complied with its duties under section 790D (Duty to investigate and obtain information) and section 790E (Duty to keep information up-to-date) of the CA 2006.

3.4

All returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any authority in any jurisdiction (including, in particular, the Registrar of Companies in England and Wales) have been correctly made up and duly filed or delivered.

3.5

All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its articles of association, all applicable laws and regulations and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

3.6

All deeds and documents belonging to the Company to which any of them is a party, are in the possession of the Company.

4.

Information

The particulars of the Company set out in Schedule 1 are true, accurate, complete and not misleading.

(a)

(b)

9.2

No Proceedings have been threatened or are pending by or against the Company, any Director or any other person whose acts the Company may be vicariously liable, and so far as the Seller is aware there are no circumstances likely to give rise to any such Proceedings.

9.3

The Company:

(a)

(b)

10.

Defective products and services

10.1

The Company has not sold any products or supplied any services that were at the time they were sold or supplied, faulty or defective, or that did not or do not comply with any:

(a)

(b)

10.2

No proceedings have been started, are pending or have been threatened against the Company:

(a)

(b)

10.3

There are no disputes between the Company and any of their respective customers, clients or any other third parties in connection with any products or services, sold or supplied by the Company.

11.

Customers and suppliers

11.1

The definition in this paragraph applies in this agreement.

Material Counterparty: any customer, client or supplier of the Company who is of material importance to the business or profits of the Company.

11.2

In the period from 2 March 2021 to the date of this agreement:

(a)

(b)

(c)

11.3

So far as the Seller is aware, none of the matters referred to in paragraph 11.2 above is likely to occur.

11.4

So far as the Seller is aware, no customer or client of the Company is subject to a relevant insolvency procedure within the meaning of section 233B(2) of the Insolvency Act 1986.

12.

Contracts

12.1 

The definition in this paragraph applies in this agreement.

Material Contract: any agreement, arrangement, understanding or commitment that the Company is a party to or bound by, that is of material importance to the business, profits or assets of the Company.

12.2

Except as Disclosed, the Company is not a party to, or otherwise subject to any agreement, arrangement, understanding or commitment which: