Share Purchase Agreement
This agreement is made on 7 November 2026 between:
- Maria Fontaine, of 9 Rue des Lilas, 69003 Lyon, France ("the Seller"); and
- Alder Holdings SAS, of 40 Avenue Foch, 75116 Paris, France ("the Buyer").
The Company is Fontaine Logistics SAS, registered in France, number 812 345 678, with its registered office at 22 Quai du Rhone, Lyon. It carries on the business of road freight and warehousing services in France and Belgium. The Seller owns the Shares and wishes to sell them to the Buyer, and the Buyer wishes to buy them, on the terms of this agreement.
1. Words used in this agreement
- "Company" means Fontaine Logistics SAS, and "Group" means the Company and any company it owns or controls.
- "Shares" means 1,000 ordinary shares of EUR 1 each, being 100% of the issued share capital.
- "Completion" means completion of the sale under section 6, and "Completion Date" the date on which it takes place.
- "Business Day" means a day on which banks are open for general business in the place where the Company has its registered office.
- "Warranties" means the statements in section 8.
- "Disclosed" means fairly disclosed, with enough detail to let a careful buyer see what is disclosed, in the written disclosure letter that the Seller gave the Buyer before signing.
- "Losses" means reasonable and provable losses, damages, costs and expenses, including reasonable legal fees, but not loss of profit that could not reasonably have been foreseen.
- "Tax" means every kind of tax, duty, levy and social contribution charged by any authority, with any interest and penalty on it.
2. The sale and purchase
2.1 The Seller sells, and the Buyer buys, the Shares with effect from Completion, with full title guarantee, free from every mortgage, charge, pledge, option, right of pre-emption, claim or other third-party right, and together with all rights that attach to them, including the right to every dividend or other distribution declared, made or paid on or after the date of this agreement, except those the parties agree in writing.
2.2 The Seller waives, and promises to have waived, every right of pre-emption or first refusal over the Shares that it or any other person has under the Company's constitution or any agreement, and the Seller will obtain the consent of any person whose consent is needed for the sale.
2.3 The Buyer is not obliged to complete the purchase of any of the Shares unless the purchase of all of them is completed at the same time.
3. Price
3.1 The price for the Shares is EUR 2,400,000 (the "Price").
3.2 Debt and cash at Completion
3.3 The Price will be paid as follows:
EUR 1,800,000 at Completion, and the remaining EUR 600,000 twelve months after Completion, less any amount the Seller owes under this agreement.
3.4 On signing this agreement the Buyer will pay a deposit of EUR 120,000, to the Seller or to a stakeholder that both parties accept. The deposit counts toward the Price. It is returned to the Buyer if Completion does not take place because the Seller is in breach or a condition is not met, and the Seller may keep it if Completion does not take place because the Buyer is in breach.
3.5 All payments will be made in the currency of the Price, in cleared funds, by bank transfer to the account that the receiving party names in writing at least 3 Business Days before. A payment is made without any deduction or set-off, except for a tax that the law requires the Buyer to deduct, or an amount that the Buyer is entitled to claim under this agreement and has described in writing.
3.6 A sum due under this agreement that is not paid on time carries interest, from the due date until payment, at 4% a year above the base rate of the central bank of the country of the currency in which it is due.
4. Conditions
4.1 Completion depends on the following conditions being met, or waived in writing by the party that benefits from them, by 30 June 2027 (the "Long Stop Date"):
- the Warranties being true and not misleading on the date of this agreement and at Completion;
- no serious change for the worse in the business, assets, finances or prospects of the Group;
- no law, order or ruling forbidding or delaying the sale;
- every approval, consent or notice that the law or a contract requires for the sale to be given or obtained, including from any authority and from any party to an important contract whose rights depend on who owns the Company; and
- the further conditions below, if any.
approval of the sale by the competition authority, and the consent of the company's main bank to the change of ownership
4.2 The parties will use all reasonable efforts to bring about the conditions as soon as possible, and each will give the other the information and help needed. Neither party may rely on a condition that its own breach has prevented.
4.3 If a condition has not been met or waived by the Long Stop Date, either party that does not cause the failure may end this agreement by written notice. Neither party then has any further duty to the other, except for a breach that happened before, the duty of confidentiality, and the return of any deposit under section 3.4.
5. Completion accounts and adjustment
5.1 If the Price is adjusted for cash and debt under section 3.2, the Buyer will, within 60 days after Completion, prepare and give the Seller accounts of the Company at the Completion Date (the "Completion Accounts"), drawn up in the same way as the Company's last audited accounts and the usual accounting standard of the country of the Company, to show the Company's cash and financial debt.
5.2 The Seller has 30 days to challenge the Completion Accounts, in writing, with reasons. If the parties cannot agree within a further 30 days, either may refer the matter to an independent accountant agreed by both or, failing that, named by the head of the national body of accountants of the place where the Company is based. The accountant acts as an expert and not as an arbitrator, and the decision is final except for obvious error. The fees are shared equally unless the accountant decides otherwise.
5.3 The party who owes the difference will pay it within 10 Business Days after the Completion Accounts are agreed or decided.
6. Completion
6.1 Completion will take place on 1 April 2027, at a time and place that the parties agree, or by electronic exchange of documents, once the conditions in section 4 are met, or on another date that both parties agree in writing.
6.2 At Completion the Seller will deliver to the Buyer:
- a signed transfer of the Shares in favour of the Buyer, together with the share certificates, if any, or an indemnity for them if they are lost;
- the resignation, signed as a deed where the law needs one, of each director and of the secretary of any company in the Group whom the Buyer names, with a statement that they have no claim against the Group;
- the resignation of the Seller from the roles it holds in the Group, including managing director and sole director;
- the statutory books, the minute books, the seal and the certificate of incorporation of each company in the Group;
- the original of every important contract, licence and document of title;
- the passwords and control of every bank account, website, domain name and system of the Group, and a change of the people who may sign for the Group on its bank accounts;
- a certified copy of the approvals the Seller needs to complete the sale and any consents obtained under section 4;
- evidence that any security over the Shares or the assets of the Group has been released; and
- the documents needed to register the Buyer as the owner of the Shares.
6.3 At Completion the Buyer will pay the part of the Price due at that time and will deliver a certified copy of the approvals it needs for the purchase.
6.4 At Completion the Seller and the Buyer will hold, or ask the board of the Company to hold, a meeting that approves the transfer of the Shares, registers the Buyer as the owner, appoints the Buyer's nominees as directors, and changes the bank mandates and the registered office if the Buyer asks.
6.5 If the Seller fails to do everything it must do at Completion, the Buyer may delay Completion by up to 14 days, complete as far as it can, or end this agreement. If the Buyer fails, the Seller may delay Completion by up to 14 days or end this agreement.
7. Conduct before Completion
7.1 From the date of this agreement until Completion, the Seller will make sure that each company in the Group carries on its business in the ordinary and usual way, in line with the law, and protects its goodwill and assets.
7.2 Unless the Buyer agrees in writing, the Seller will make sure that no company in the Group:
- issues, redeems or buys back any share, or grants any option or right over a share;
- pays any dividend or other distribution, or makes any payment to the Seller or a person connected with it, except pay that is normal for its role;
- borrows, lends or gives a guarantee or security, other than in the ordinary course or within existing limits;
- sells, leases or gives up any important asset, or buys one, outside the ordinary course;
- enters into, ends or materially changes any contract that is important, long term, unusual, or worth more than a sum the parties agree;
- changes the pay or terms of employees or directors, or hires or dismisses a senior employee;
- starts or settles any legal case, or changes any tax position or accounting practice; or
- does anything that would make a Warranty untrue.
7.3 The Seller will give the Buyer and its advisers access to the premises, books, records and people of the Group during business hours, with reasonable notice, and the Buyer will keep what it learns confidential.
7.4 The Seller will tell the Buyer at once of anything that makes, or may make, a Warranty untrue, a condition fail, or that is a serious threat to the Group. Telling the Buyer does not take away the Buyer's rights under this agreement unless the Buyer agrees in writing.
8. Warranties
8.1 The Seller promises the Buyer that on the date of this agreement and at Completion each of the following is true, except as Disclosed:
The Seller and the Shares
- The Seller is the sole legal and beneficial owner of the Shares, which are fully paid, and they make up the whole of the issued share capital as described. No one has any right to acquire any of them or any share in a company in the Group.
- The Seller has full power to sell the Shares and sign this agreement, and doing so breaks no law, order, contract or constitutional document that binds it or the Company.
The Group
- Each company in the Group is validly existing and has the power to carry on its business. Its registers and records are complete and accurate.
- The Company has no subsidiary, branch or interest in another business except as Disclosed.
Accounts and finance
- The last accounts of the Group were prepared in line with the law and accounting standards that apply, and give a true and fair view of its assets, debts, profits and losses at their date.
- Since the date of the last accounts, the Group has carried on business in the ordinary course, has not paid any dividend or made any unusual payment, and has had no event that has had or is likely to have a serious bad effect on it.
- The Group has no debt, guarantee or liability, actual or contingent, that is not shown or provided for in the accounts, other than debts that arose in the ordinary course since then.
- The Group's books and records are complete and accurate.
Assets and contracts
- The Group owns, or has a valid right to use, all the assets it uses, and they are free from any security interest and in good working order for their age.
- Each important contract of the Group is valid and in force, is not in breach by the Group or, as far as the Seller knows, any other party, and will not end or change because of the sale of the Shares.
Intellectual property and data
- The Group owns or has a valid licence to use the intellectual property it uses, and does not infringe the rights of another. No one has claimed otherwise.
- The Group has complied with the data protection law that applies to it, and has had no serious breach of security.
People
- The Seller has given the Buyer accurate details of every employee and contractor, including pay, benefits and notice. No employee has given or been given notice, and there is no dispute, strike or claim with employees or their representatives.
Legal and compliance
- The Group has complied with the laws that apply to it and holds every licence and permit it needs, which are in force.
- No case, arbitration or official inquiry is pending or, to the Seller's knowledge, threatened against the Group, and no order binds it.
- Neither the Group nor anyone acting for it has paid or offered a bribe or broken a sanctions or anti-money-laundering law.
Insolvency
- No company in the Group is insolvent, unable to pay its debts as they fall due, or the subject of a step to wind it up or appoint an administrator or receiver.
Tax
- The Group has filed every tax return and paid all Tax due on time, and no tax authority has an inquiry, audit or dispute open. The Group has deducted and paid over every tax it must deduct from payments.
8.2 Each Warranty is separate and is not limited by any other Warranty. "To the Seller's knowledge" means what the Seller knows, or would know after proper enquiry of the people who manage the Group.
8.3 The Buyer promises that it has the power and the funds to sign this agreement and to pay the Price, and that it is not insolvent.
8.4 The Seller will pay the Buyer, on demand, the amount of the Losses that the Buyer or any company in the Group suffers because a Warranty is untrue, so that the Buyer is put in the position it would have been in if it had been true.
9. Disclosure
9.1 The Seller may qualify a Warranty only by the matters that are Disclosed. A matter is Disclosed against the Warranty to which it clearly relates, and against another Warranty only if its relevance to that one is clear from the disclosure itself.
9.2 A general disclosure of the contents of a data room, of a public register, or of a document that is not described in the disclosure letter is not a disclosure against a Warranty.
9.3 The Seller may not rely on a disclosure that it knew to be false or misleading when made.
10. Limits on the Seller's liability
10.1 The Seller is not liable for a claim under the Warranties (other than the tax claims in section 11) unless the Buyer gives written notice with reasonable detail within 24 months after Completion.
10.2 The Seller's total liability for all claims under this agreement is limited to 100% of the price for title and tax, and 30% of the price for other warranties.
10.3 The Seller is not liable for a single claim, or a series of claims from the same facts, of less than the smallest claim stated here, nor for any claims at all unless the total of the claims is more than the total stated here, in which case it is liable for the whole amount (not only the excess): EUR 10,000 for a single claim, and EUR 50,000 in total.
10.4 The limits in this section do not apply to a claim about the Seller's title to the Shares, its power to sell them, or fraud, dishonesty or wilful concealment, or to any liability that cannot lawfully be limited.
10.5 The Seller is not liable for a claim to the extent that:
- the matter was taken into account in the accounts or in the Price;
- it arises from a change in the law or in accounting practice after the date of this agreement;
- it arises from something the Buyer or the Group did or agreed to after Completion, other than in the ordinary course or as the law required; or
- the Buyer recovers the loss from insurance or from a third party.
10.6 The Buyer must take reasonable steps to limit its loss, and must tell the Seller promptly of any claim by a third party that may lead to a claim under this agreement, and let the Seller take part in defending it. The Buyer may not settle it without the Seller's consent, which the Seller will not withhold unreasonably.
10.7 The Buyer may not recover more than once for the same loss.
10.8 A claim that the Buyer has notified in time lapses unless the Buyer starts proceedings within 6 months after giving the notice, or after the amount is known, if later.
11. Tax
11.1 The Seller will pay the Buyer, on demand, the amount of any Tax that the Group has to pay or has paid that relates to the time before Completion, or to income, profits or gains earned or events that happened before Completion, to the extent the Tax was not provided for in the Completion Accounts or the last accounts. The Seller is not liable for Tax that arises from the Buyer's acts after Completion that were outside the ordinary course.
11.2 The Buyer must notify the Seller of a claim under this section within 6 years after Completion.
11.3 The Seller is responsible for Tax on any gain it makes on the sale of the Shares. The Buyer is responsible for any stamp duty, transfer tax or registration fee on the transfer of the Shares, unless the law makes the Seller responsible.
11.4 The Seller will help the Buyer with, and if the Buyer asks conduct, any dispute with a tax authority that could lead to a claim under this section, in the manner and at the cost that the parties agree, and neither will settle it without the other's consent, which will not be withheld unreasonably.
12. The Seller's promises after Completion
12.1 For the following period and in the following area (the "Restricted Period"), the Seller will not, directly or through another person, run, advise, hold a share in (apart from a small stake in a listed company) or work for a business that competes with the business of the Group:
3 years, in France and Belgium
12.2 During the Restricted Period the Seller will also not try to persuade any customer, supplier or employee of the Group to stop dealing with it or to leave it, and will not use the name of the Group or a name close to it.
12.3 The Seller will keep confidential all information about the Group, and will not use it after Completion, except as the law requires.
12.4 The parties agree that these promises are reasonable and given to protect the goodwill that the Buyer pays for. If a court finds any part wider than the law allows, it is to be reduced to the extent needed to make it valid. If this section states no period or area, no restraint applies.
12.5 After Completion the Buyer will make sure that the Group releases the Seller from any guarantee or security that the Seller has given for the Group's debts, or will keep the Seller free from claims under it, and will repay any loan from the Seller to the Group on the terms that the parties agree in writing.
13. General
- Each party pays its own costs of this agreement.
- Notices under this agreement must be in writing, and may be sent by email or delivered to the address at the top of this agreement, or to another address that a party has told the other of in writing.
- Neither party may transfer its rights under this agreement without the other's written consent, except that the Buyer may transfer them to a company in its group by written notice to the Seller.
- This agreement is the whole agreement between the parties about the Shares. They replace everything said or written earlier. A change must be in writing and signed by both parties. Each party confirms that it did not rely on any statement that is not written in this agreement, except in the case of fraud.
- Rights and promises that are meant to continue after Completion continue after it, and are not ended by it.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- A person who is not a party to this agreement has no right to enforce it.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
14. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of France. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Paris. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its rights while a dispute is decided.
Signatures
For the Seller: Maria Fontaine
Name and capacity: ______________
Signature: ______________
Date: ______________
For the Buyer: Alder Holdings SAS
Name and capacity: ______________
Signature: ______________
Date: ______________