# AGREEMENT FOR PURCHASE OF OWN SHARES
## Important legal warning
This fictional, unsigned specimen is not a valid buyback, a Companies House filing, tax advice or confirmation that the statutory conditions for a purchase of own shares have been met. A company may purchase its own shares only under a lawful route and after checking the Companies Act 2006, its articles, distributable profits or permitted capital procedure, shareholder authority, directors' duties, financing, solvency, stamp duty, beneficial ownership, accounting and filing requirements. The company must not pay the price or cancel shares until its advisers confirm the correct approvals and completion steps. All facts, names, figures and dates are fictional.
Agreement date: 9 August 2027
## 1. Parties and transaction
(1) Harbourlight Foods Limited, company number 07643128, registered office 2 Mill Wharf, Hull HU1 1AA, is the Company.
(2) Evelyn Margaret Cole, of 19 Willow Crescent, Beverley HU17 8DL, is the Seller and registered holder of the Sale Shares.
The Company proposes to purchase 12,000 ordinary shares of £0.10 each in its issued share capital from the Seller. The shares are fully paid and are designated HFL ordinary shares. The Seller holds them beneficially, free from any trust, charge, lien, option or third-party restriction. Completion is conditional on the approvals and conditions in clause 3. This agreement is a contract for a proposed purchase and does not itself transfer or cancel a share.
## 2. Price and calculation
The price is £78,000.00, being £6.50 per Sale Share multiplied by 12,000 Sale Shares. The Seller will receive £78,000.00 by cleared same-day bank transfer on Completion. No VAT is payable on the sale of shares. The parties will obtain their own tax advice; the Seller is not promised a particular capital-gains or income-tax treatment and the Company does not warrant stamp-duty or reporting consequences.
The Seller must provide verified bank details at least three working days before Completion. A bank-detail change must be confirmed by a telephone call to a known number and not accepted from an unverified email. If payment is delayed after all conditions are satisfied, simple interest is payable on the unpaid price at 3 per cent above the Bank of England base rate, but not where delay is caused by the Seller's failure to provide correct details.
After Completion, the Company will have 88,000 ordinary shares outstanding if the pre-Completion issued ordinary share count is 100,000 and no other issue or cancellation occurs. The Seller will hold no ordinary shares. This arithmetic is a transaction assumption only; the company secretary must verify the register and capital position before making any filing.
## 3. Conditions and statutory approvals
Completion is conditional on: (a) the board approving the proposal and resolving that it is in the Company's interests; (b) the members passing the ordinary resolution or other resolution required for the statutory route; (c) the directors being satisfied, on current management accounts, that the Company can pay its debts as they fall due; (d) the Company having sufficient distributable profits or using a lawful capital procedure; (e) the articles and any shareholders' agreement permitting the purchase; (f) no injunction, insolvency event or material breach; and (g) the Company obtaining advice on stamp duty, accounting and Companies House filings.
The parties intend to use the procedure for an off-market purchase under the Companies Act 2006. The board and members must approve the actual contract in the manner required by that Act, and the Company must not rely on the blank signature pages as approval. If a statutory condition is not met by 15 September 2027, either party may terminate without liability except for accrued confidentiality and costs, unless they agree an extension in writing.
The Company will deliver to the Seller a copy of the approved contract or the relevant resolution where disclosure is required. The directors confirm that they have considered conflicts, the Company's creditors, continuing working capital and the effect on remaining shareholders; those confirmations do not prevent a director from taking separate advice or create a warranty to the Seller about future performance.
## 4. Completion
Completion will take place at 10.00 am on 20 September 2027 at the Company's registered office, or remotely by exchange of signed documents and payment. At Completion the Seller will deliver a signed stock transfer form, the original share certificate number HFL-0047, a transfer confirmation and any other document reasonably required to evidence title. The Company will pay £78,000.00, enter the transfer in its records when lawfully able, issue a replacement certificate or arrange cancellation as required, and make the required statutory filings.
Risk and beneficial ownership remain with the Seller until payment and the lawful registration or cancellation step. If any document is missing, the non-defaulting party may defer Completion for five working days. Registration of a transfer may be restricted by the Companies Act or articles; the parties will not backdate a register or filing. Completion does not waive a claim for fraud, defective title or a breach of a warranty.
## 5. Seller warranties
The Seller warrants at signing and Completion that she is the sole legal and beneficial owner of the Sale Shares, they are fully paid, no person has an option or agreement to acquire them, no security or restriction affects them, and she has power to enter and perform this agreement. She has received the information she considers necessary about the Company and has not relied on a promise of dividends, future value or tax treatment made by the Company.
The warranties are subject to matters fairly disclosed in writing before the agreement date and to the Company's constitutional documents available at Companies House. The Seller will indemnify the Company for a third-party claim that she had no right to transfer the Sale Shares, excluding loss caused by the Company's fraud or negligence. A warranty claim must be notified with reasonable detail by 9 August 2028 and proceedings must be issued within six months after notice, except for fraud or title claims that cannot lawfully be limited.
## 6. Company protections and conduct
The Company warrants that it is incorporated and has power to enter this agreement, subject to obtaining the approvals in clause 3. It gives no warranty about solvency beyond the directors' current assessment, the future value of its shares, dividends, tax, accounting treatment or the success of its business. The Company must not ask the Seller to waive a statutory protection or sign an inaccurate transfer or filing.
Until Completion the Seller must not sell, charge, transfer or agree to dispose of the Sale Shares and must exercise voting rights honestly and consistently with applicable law. The Company must operate in the ordinary course, but this restriction does not prevent a lawful board decision, emergency action, financing or compliance step. No party must disclose confidential information except to its advisers, funders, auditors, insurers or an authority with a need or legal right to receive it.
## 7. Liability, termination and costs
Neither party excludes fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or liability that cannot lawfully be excluded. Subject to that, the Company's liability for a non-title claim is capped at the price of £78,000.00 and the Seller's aggregate warranty liability is capped at £78,000.00. Neither party is liable for loss of future value, dividends or indirect loss. The cap does not limit the Company's obligation to pay the price or the Seller's title warranty.
If a condition fails, a party becomes insolvent, a court or authority prohibits the purchase, or a material breach is not remedied within five working days after notice, the non-defaulting party may terminate. On termination, documents are returned, no transfer is registered and each party bears its own costs, save for an indemnity, confidentiality breach or wilful default. The Company will pay its own filing and company-secretarial costs; the Seller pays her tax and adviser costs. Any stamp duty legally payable will be dealt with by the party responsible under applicable law.
## 8. Notices, law and execution
A notice must be written and delivered by hand, recorded post or email to the addresses above. An email with no delivery-failure message received before 5.00 pm on a working day is deemed received that day, but a statutory filing or court document must follow its mandatory service rules. The agreement is the entire agreement about this purchase; amendments must be signed by the Company and Seller. Invalid terms are severed, no waiver is informal, and assignment requires consent.
The law of England and Wales governs this agreement and the courts of England and Wales have exclusive jurisdiction. The Company must retain the approvals, solvency papers, transfer form, certificate, payment evidence, register entries and filings for the period required by law. This specimen is not delivered as a deed and has no effect until signed, approved and completed through the lawful statutory process.
Signed for Harbourlight Foods Limited: ____________________ Name: George Samuel Ward, Director Date: __________
Signed by Evelyn Margaret Cole: ____________________ Date: __________
Witness signature: ____________________ Witness name and address: Ruth Elaine Foster, 7 Station Road, Beverley HU17 9AB Occupation: Teacher
## Schedule — completion checklist
The company secretary will confirm 100,000 ordinary shares in issue immediately before Completion, the purchase of 12,000 shares for £78,000.00, and the resulting illustrative 88,000 shares only after checking every intervening issue. The board paper will record the price calculation, a 13 September management-account review, cash available after payment, and the absence of a known creditor prejudice. The members' resolution will identify the contract date and price, and the payment record will show one cleared transfer of £78,000.00 on 20 September 2027. The checklist does not replace a statutory resolution, solvency statement, Companies House form or professional review.