SPA Review
Structured extraction of the draft share purchase agreement — Acquisition of Oakbridge Software Ltd.
Overall risk rating
High
Open warranty and IP indemnity positions, outstanding change of control consent, and unresolved limitation periods. Partner review required before next mark-up is returned.
Key terms extracted
AI-extracted from SPA draft 4. Verify against the source document.
- Parties
- Northgate Holdings Ltd (Buyer); Oakbridge Founders (Sellers)
- Target company
- Oakbridge Software Ltd
- Purchase price
- £12,500,000
- Completion mechanism
- Locked box (locked box date 31 March)⚑ Interest rate on leakage under negotiation
- Conditions precedent
- Change of control consents; board and shareholder approvals⚑ Key customer consent outstanding
- Warranties
- 78 warranties across 14 schedules⚑ Warranty 9.3 (IP ownership) resisted by sellers
- Indemnities
- Tax covenant; specific indemnity for contractor IP claim proposed
- Seller limitations
- Cap at 35% of consideration; 18-month general claim period⚑ Buyer seeking 24 months
- Buyer protections
- Retention of £1.25m for 12 months; restrictive covenants
- Covenants
- Pre-completion conduct of business undertakings
- Restrictive covenants
- 3-year non-compete; 2-year non-solicit⚑ Enforceability review recommended
- Tax provisions
- Tax covenant with standard exclusions; degrouping charge flag
- Completion deliverables
- Share transfers, resignations, board minutes, statutory books
- Post-completion obligations
- Filings, registrations, earn-out reporting
- Dispute resolution
- Expert determination for completion disputes; courts otherwise
- Governing law
- England and Wales
- Jurisdiction
- Exclusive jurisdiction of the courts of England and Wales
Draft only — lawyer review required.