Share Purchase and Investment Agreement
Crypto Concierge VIP Ltd
Company Number: 17397061 · Registered Office: 128 City Road, London, Greater London, EC1V 2NX
Relating to the sale and purchase of 20 shares representing a 2% equity interest.
Relating to the sale and purchase of 20 shares representing a 2% equity interest.
Important Notice to Investor
This Agreement records the proposed investment of £5,000.00 in Crypto Concierge VIP Ltd in consideration for 20 shares representing a 2% interest in the Company, subject to the Company's share capital, Articles of Association and completion of the statutory transfer process.
The Investor acknowledges that an investment in a private company carries risk. The value of the shares may increase or decrease, dividends are not guaranteed, and there is no guarantee that the Investor will be able to sell the shares at a profit or at all.
The Investor should obtain independent legal, financial and tax advice before signing this Agreement. This Agreement does not constitute financial advice.
1. Parties
1.1The Company: Crypto Concierge VIP Ltd, incorporated in England and Wales under company number 17397061, registered office: 128 City Road, London, Greater London, EC1V 2NX ("the Company").
1.2The Seller:
Full Legal Name:
Address:
Full Legal Name:
Address:
1.3The Investor:
Full Legal Name:
Address:
Full Legal Name:
Address:
The Company, Seller and Investor are together referred to as the "Parties".
2. Agreement to Sell and Purchase
2.1 The Seller agrees to sell to the Investor, and the Investor agrees to purchase from the Seller, 20 shares in the Company ("the Shares").
2.2 Purchase price: £5,000.00 (Five Thousand Pounds Sterling).
2.3 Subject to completion and registration, the Shares shall represent 2% of the issued share capital of the Company, calculated on the basis stated in Schedule 1.
2.4 The Shares shall be fully paid and transferred free from any mortgage, charge, lien, option or other encumbrance, subject to the Company's Articles of Association and this Agreement.
2.5 The precise class and rights attaching to the Shares shall be those stated in the Company's Articles of Association and Schedule 1.
3. Consideration and Payment
3.1 The Investor shall pay £5,000.00 to the Seller by bank transfer.
3.2 Payment constitutes consideration for the transfer of the Shares.
3.3 Payment date: Time:
3.4 The Seller shall confirm receipt of the £5,000.00.
3.5 The Company shall not register the Investor as a member until the necessary transfer documentation is properly completed and applicable requirements are satisfied.
4. Nature of the Investment
4.1 The Investor is acquiring a minority interest in a private limited company.
4.2 The investment is not a loan and the £5,000.00 is not repayable merely because the Company does not achieve its business objectives.
4.3 The Investor participates in the economic value of the Shares according to the rights attached to the relevant share class.
4.4 No dividend is guaranteed.
4.5 The Investor acknowledges that the Company may require further capital.
5. Anti-Dilution Protection — 2% Minimum Ownership
5.1 The Company and Seller agree that the Investor's agreed economic interest shall be protected at 2% of the Company's fully diluted share capital following future investment rounds, seed rounds, fundraising, share issues or other equity financing.
5.2 The Investor's 2% interest shall not be diluted as a result of future investment or fundraising by the Company.
5.3 If additional shares are required to maintain the Investor's 2% fully diluted interest, the Company shall, subject to applicable law, its Articles of Association and required approvals, issue or transfer additional shares or otherwise adjust the Investor's shareholding so that the Investor's percentage interest is restored to 2%.
5.4 The Investor shall not be required to pay a further subscription price for shares issued solely to maintain this contractual 2% anti-dilution protection.
5.5 The Company and Seller shall take reasonable and lawful steps necessary to implement this protection.
5.6 Future investors may receive shares in subsequent investment rounds, provided the Investor's contractual 2% fully diluted interest is maintained.
5.7 This anti-dilution provision operates subject to the Companies Act 2006, the Company's Articles of Association and mandatory legal requirements.
5.8 Following any share split, consolidation, redesignation, reclassification or other capital restructuring, the Company shall make corresponding adjustments reasonably necessary to preserve the Investor's contractual 2% interest.
6. No Management or Operational Rights
6.1 The Investor is a passive shareholder unless separately appointed under a written agreement.
6.2 The Investor has no right merely by holding the Shares to become a director, demand a director position, require employment, direct staff or contractors, control day-to-day operations, make operational decisions, or require the Company to follow recommendations.
6.3 Directors retain responsibility for day-to-day management, subject to their statutory duties and constitutional documents.
7. Information Rights
7.1 The Investor shall receive statutory information and shareholder documents to which they are entitled.
7.2 The Company may provide reasonable business updates at its discretion.
7.3 The Investor has no unrestricted access to confidential client information, customer databases, employee communications, commercially sensitive contracts, partner arrangements, passwords/security credentials, or other confidential third-party information.
7.4 The Investor shall maintain confidentiality.
8. Transfer Restrictions and Right of First Refusal
8.1 The Investor shall not sell, transfer, assign, charge or otherwise dispose of Shares without first complying with this clause.
8.2 If the Investor wishes to sell, the Investor must first offer the Shares to the Seller and/or nominated existing shareholders.
8.3 The offer shall state the number of Shares, price, payment terms and any proposed third-party purchaser.
8.4 The Seller/existing shareholders have 30 days to accept.
8.5 If not accepted, the Investor may, subject to the Articles, sell to the identified third party on terms no more favourable than those offered to existing shareholders.
8.6 No transfer shall be permitted to a direct competitor without prior written consent of the Company.
9. Drag-Along Rights
9.1 If shareholders holding the percentage required under the Articles or a shareholders' agreement agree to sell the Company or substantially all shares to a bona fide third-party purchaser, the Investor agrees to sell its Shares on the same terms.
9.2 The Investor shall receive the same consideration per share and shall not be required to provide warranties beyond those reasonably applicable to a minority shareholder.
9.3 This clause prevents a minority shareholder from unreasonably preventing a genuine sale.
10. Tag-Along Rights
10.1 If the founder or controlling shareholder proposes to sell a controlling interest to a third party and the Investor is not otherwise required to sell under a valid drag-along provision, the Investor may require the purchaser to purchase the Investor's Shares on substantially the same terms and price per share.
10.2 The Company shall use reasonable endeavours to ensure compliance.
11. Bad Leaver
11.1 Bad-leaver provisions apply only if the Investor separately becomes an employee, officer, consultant or director.
11.2 Merely being a shareholder does not make the Investor a bad leaver.
11.3 If the Investor becomes an employee/director and leaves in circumstances defined as a Bad Leaver under a separate agreement, applicable buy-back provisions apply only under that agreement and applicable law.
11.4 No bad-leaver discount applies solely because the Investor remains a passive shareholder.
12. Pre-Emption
12.1 The Company shall, where legally applicable, comply with statutory and contractual pre-emption rights.
12.2 The Investor acknowledges that the Company may need shareholder approval or compliance with pre-emption procedures before issuing/transferring shares.
12.3 Parties shall cooperate reasonably to implement Clause 5.
13. Completion
13.1 Completion occurs when the £5,000 is received; the Stock Transfer Form is completed and signed; required corporate approvals are obtained; applicable Stamp Duty requirements are satisfied; transfer documentation is received; and the Investor is entered into the Register of Members, where applicable.
13.2 The Parties acknowledge the overall administrative and statutory process may take up to approximately two months.
13.3 The two-month period is an anticipated administrative timeframe, not a statutory guarantee of HMRC or Companies House processing.
14. Stock Transfer Form — J30
14.1 The transfer requires appropriate stock transfer documentation.
14.2 The Investor shall cooperate with completion/signing of the applicable J30 Stock Transfer Form.
14.3 The Investor shall provide accurate information.
14.4 The Seller shall sign as transferor.
14.5 The Company shall process the documentation in accordance with its Articles and applicable law.
15. Stamp Duty
15.1 Stamp Duty may be payable on the transfer.
15.2 Based on £5,000 consideration, anticipated Stamp Duty is £25.00, being 0.5% of £5,000, subject to applicable HMRC rules and rounding.
15.3 The Investor is responsible for properly payable Stamp Duty.
15.4 The Investor shall submit required documentation to HMRC and pay any duty due within the applicable statutory period.
15.5 HMRC processing times may vary.
16. Board Approval and Register of Members
16.1 Following receipt of properly completed transfer documentation and satisfaction of requirements, directors shall consider registration of the transfer.
16.2 Once registered, the Company shall update its Register of Members accordingly.
16.3 Registration is an important part of establishing legal membership.
16.4 The Company shall provide appropriate evidence of registration and share ownership following completion.
17. Share Certificate
17.1 Following registration, the Company shall issue a share certificate evidencing the Investor's registered shareholding, subject to applicable law and Articles.
17.2 The certificate shall state the Company's name, company number, Investor name, number of Shares, share class and certificate number where applicable.
17.3 Certificate shall be signed in accordance with the Articles and applicable law.
17.4 Investor shall retain the certificate as evidence of registered shareholding.
18. Company Control
18.1 2% ownership does not provide control.
18.2 Unless required by law or share rights, the Investor cannot determine business strategy, staffing, marketing, suppliers, clients, technology, banking or day-to-day operations.
18.3 Directors retain operational control subject to legal duties.
19. Future Funding
19.1 The Company may seek pre-seed, seed, institutional, strategic or other lawful financing.
19.2 Future investment may involve new shares.
19.3 Subject to Clause 5, future fundraising shall not reduce the Investor's contractual 2% fully diluted ownership interest.
19.4 Nothing prevents the Company from raising capital on commercially reasonable terms.
20. Dividends
20.1 Dividends are determined in accordance with applicable law, Articles and the Company's financial position.
20.2 No dividend is guaranteed.
20.3 Investor receives dividends to which the Shares are legally entitled.
21. Investment Risks
The Investor acknowledges that the Company is private; Shares may be difficult to sell; there is no guarantee of capital appreciation or dividends; further capital may be required; business failure could make the Shares worthless; future investors may invest at different valuations; valuation may rise or fall; and future performance cannot be guaranteed. The anti-dilution protection protects percentage ownership, not monetary value.
22. Confidentiality
22.1 Investor shall keep confidential all non-public Company information, including business plans, finances, technology, customers, suppliers, partners, pricing and strategy.
22.2 This clause survives termination.
23. Warranties by Seller
Seller warrants, to the best of the Seller's knowledge, that the Seller has authority, is entitled to transfer the Shares, the Shares are not knowingly subject to undisclosed security, the transaction does not knowingly breach another agreement, and information supplied about the Shares is materially accurate.
24. Investor Warranties
Investor confirms authority to enter the Agreement, is acquiring for their own account unless disclosed, understands private-company investment risk, has had an opportunity to obtain independent advice, and understands transfer restrictions.
25. No Guarantee of Return
25.1 Nothing guarantees profit.
25.2 Nothing guarantees any Company valuation, revenue, profit or fundraising target.
25.3 Forecasts and projections are estimates, not guarantees.
26. Notices
Seller email:
Investor email:
Company email:
A Party shall notify the others of changes to contact details.
27. Entire Agreement
27.1 This Agreement is the entire agreement regarding the sale/purchase, subject to Articles and any separately executed shareholders' agreement.
27.2 Amendments must be in writing and signed by relevant Parties.
27.3 Mandatory UK law prevails.
28. Conflict with Articles
28.1 Parties shall use reasonable endeavours to keep Articles consistent with this Agreement.
28.2 Mandatory Companies Act provisions prevail.
28.3 If conflict exists with Articles, Parties shall cooperate to determine whether Articles can lawfully be amended.
28.4 Nothing requires unlawful action.
29. Governing Law
29.1 This Agreement is governed by the laws of England and Wales.
29.2 Courts of England and Wales have jurisdiction, subject to any later agreed dispute-resolution provision.
30. Execution
Seller
Full Legal Name:
Signature:
Date:
Witness Name:
Witness Address:
Witness Signature:
Date:
Investor
Full Legal Name:
Signature:
Date:
Witness Name:
Witness Address:
Witness Signature:
Date:
For and on Behalf of Crypto Concierge VIP Ltd
Director Name:
Position: Director
Signature:
Date:
Schedule 1 — Share Details
| Company | Crypto Concierge VIP Ltd |
| Company Number | 17397061 |
| Registered Office | 128 City Road, London, Greater London, EC1V 2NX |
| Investor | |
| Number of Shares | 20 |
| Share Class | |
| Nominal Value per Share | £ |
| Purchase Price | £5,000.00 |
| Contractual Ownership Interest | 2% |
| Anti-Dilution Protection | Yes — Clause 5 |
| Fully Paid | Yes, subject to completion. |
Schedule 2 — Completion Procedure
- Sign Agreement and confirm identities.
- Confirm current issued share capital and share class.
- Investor pays £5,000 and Seller confirms receipt.
- Complete and sign applicable J30 Stock Transfer Form.
- Investor deals with applicable Stamp Duty; anticipated duty £25.
- Company receives transfer documents and directors consider registration.
- Register of Members is updated.
- Company issues share certificate following registration.
- Expected overall administrative period: up to approximately two months, depending on documentation, HMRC processing and corporate procedures.
Schedule 3 — Investor Acknowledgement
I confirm that I understand I am investing £5,000.00 for 20 shares; the agreed contractual ownership interest is 2%; the Shares are not publicly traded; sale may be difficult; dividends are not guaranteed; value may fall; future investment may be required; the directors retain day-to-day operational control; transfer restrictions apply; the 2% anti-dilution protection protects percentage ownership but not monetary value; and I have had an opportunity to obtain independent legal, financial and tax advice.
Investor Name:
Signature:
Date:
Important Legal Implementation Note
This Agreement is intended to operate alongside the Company's Articles of Association and applicable UK company legislation. Before execution, the Company should confirm the current issued share capital, exact share class and rights, that 20 Shares represent 2% on the relevant calculation, existing transfer/pre-emption restrictions, whether the Articles require amendment for the anti-dilution protection, required approvals, and compliance with applicable financial-promotion requirements.
This document should be reviewed by a UK solicitor/company-law specialist before execution.