# MANAGEMENT BUYOUT AGREEMENT
Date: 15 November 2029
Parties: Northmere MBO Limited, Alderbrook Holdings Limited and Rowan Software Limited
## 1. Parties, transaction and definitions
Northmere MBO Limited (Company No. 15102841), the Buyer, acquires all issued shares in Rowan Software Limited (Company No. 08244190), the Target, from Alderbrook Holdings Limited, the Seller. The management shareholders are Priya Shah (40%), Daniel Cole (35%) and Harriet Wynn (25%) through the Buyer.
## 2. Commercial scope and consideration
The equity purchase price is £2,350,000, subject to completion accounts: £1,500,000 senior debt from Wessex Bank, £650,000 management equity and a £200,000 subordinated vendor loan note at 6% PIK interest repayable in five years. Working capital is normalised at £420,000 and excess debt is deducted.
## 3. Performance, approvals and records
Completion occurs on 20 December 2029 only if funding is available, the share transfer forms and stock transfer tax are ready, the Target's key customer consents are obtained and the Seller's warranties remain true. The Buyer receives the shares, statutory books, passwords and control of the business against same-day consideration.
## 4. IP, confidentiality and data
The Seller gives customary warranties on accounts, tax, employees and TUPE, IP ownership, contracts, data protection, property and litigation, qualified by the disclosure letter. A specific indemnity covers the disclosed HMRC enquiry. Warranty liability is capped at 30% of price, claims require notice within 18 months, and fraud is not limited.
## 5. Term, termination and transition
The management shareholders will enter a shareholders' agreement with leaver provisions, reserved matters, a board of three and transfer restrictions. They remain employed under existing contracts unless separately varied; completion does not erase accrued employment rights or impose an unlawful restraint.
## 6. Risk allocation and remedies
The Seller will provide 60 days' transition assistance and procure release of its guarantees. Buyer must operate the Target lawfully, repay the vendor loan note and maintain records. A material breach permits damages, specific performance or termination before completion; post-completion rescission is subject to law and the share-sale documents.
## 7. England and Wales law and signatures
This agreement and the share transfer are governed by England and Wales law, with exclusive courts. Parties confirm independent corporate, tax, finance and employment advice. Executed by authorised directors before witnesses; no management individual guarantees the senior debt merely by signing this agreement.