SHARE PURCHASE AGREEMENT
Important notice
This fictional agreement is an illustrative private-company transaction example and is not legal, tax or investment advice. It does not promise validity in every jurisdiction. Before signing, the parties must review the company's constitution, shareholder agreement, statutory registers, title and transfer restrictions, tax consequences, disclosure requirements, regulatory approvals, anti-money-laundering checks, stamp duties and any witnessing, notarisation or filing formalities. Mandatory law overrides this wording.
1. Parties and transaction
This Agreement is made on 15 September 2026 between Daniel Peter Mercer of 17 Orchard Rise, Cambridge CB1 8HF, the Seller, and Maya Eleanor Singh of 4 Rosebank Walk, Cambridge CB2 1QJ, the Buyer. Quayside Analytics Ltd, registered office at 60 Science Park Road, Cambridge CB4 0GN, is the Company and joins only for the obligations expressly assigned to it. The Seller agrees to sell, and the Buyer agrees to buy, 12,000 ordinary shares of £1 each, representing 30 percent of the Company's issued ordinary share capital, together with all rights attaching to them at Completion.
2. Price and deposit
The purchase price is £780,000, calculated at £65 per share. The Buyer will pay a deposit of £78,000 to the Seller's solicitors' client account on signing. The deposit is credited against the price at Completion and is refundable if a condition in this Agreement is not satisfied or waived, except where the Buyer's own material breach caused the failure. The balance of £702,000 will be paid by same-day bank transfer at Completion in cleared funds.
3. Conditions before completion
Completion is conditional on the Company's board approving registration of the transfer, any existing shareholder waiving a pre-emption right, and the Buyer completing reasonable identity and source-of-funds checks. The Seller will use reasonable efforts to obtain a written consent from North Fen Ventures LLP, which holds a contractual right to approve a transfer. If a condition is not satisfied or waived by 30 September 2026, either party may terminate by written notice, and the deposit must be returned unless the parties agree a later date.
4. Conduct before completion
Until Completion, the Seller will procure, so far as the Seller has voting power and influence, that the Company operates in the ordinary course, maintains its insurance and material contracts, pays debts when due and does not issue shares, declare an extraordinary dividend, dispose of a material asset, incur unusual borrowing or enter a related-party transaction without the Buyer's written consent. Consent must not be unreasonably withheld for an action already disclosed in the Company's business plan. The Seller will promptly tell the Buyer about a material adverse event.
5. Completion
Completion will take place on 1 October 2026 at the offices of Harper Vale Solicitors, 12 Market Street, Cambridge CB2 3PA, or remotely by exchange of documents. The Seller will deliver a signed stock transfer form, the original share certificate for the shares, board resolutions approving registration and a certified copy of the Company's current register where available. The Buyer will deliver the balance of the price and a signed counterpart. The Company will register the transfer, issue a replacement certificate and update its registers as soon as legally and administratively practicable.
6. Seller's warranties
The Seller warrants at signing and Completion that the Seller owns the shares beneficially, has authority to sell them, can transfer them free from security interests and has not granted another person an option over them. The Seller also warrants, so far as the Seller is aware after reasonable enquiry, that the financial information supplied to the Buyer for the year ended 31 December 2025 fairly describes the Company's material financial position, that no undisclosed litigation for more than £40,000 is pending, and that the Company has filed its required annual returns and tax reports on time. The warranties are qualified by matters fairly disclosed in the disclosure letter delivered on the date of this Agreement.
7. Buyer's acknowledgement
The Buyer confirms that the Buyer has had an opportunity to review the Company's accounts, contracts, intellectual property records and material liabilities and has taken independent legal and tax advice. Except for the express warranties, the Seller gives no prediction about future profits, valuation, dividends or investment return. The Buyer accepts that shares are an investment subject to business risk and that no public market for them is promised.
8. Claims and indemnity
The Seller will indemnify the Buyer for a tax liability of the Company relating to a period ending before Completion, to the extent it is not provided for in the accounts, has not been paid before Completion and is not caused by a post-Completion act of the Buyer. The Buyer must notify a warranty or indemnity claim with reasonable details as soon as practicable. The Seller may control the defence of a third-party claim with the Buyer's reasonable cooperation. No limitation in this Agreement excludes fraud or liability that cannot lawfully be limited; other claim limits and time periods should be confirmed by advisers for the relevant jurisdiction.
9. Confidentiality and announcements
Each party will keep the transaction terms and the Company's non-public information confidential, disclosing them only to professional advisers, funders, insurers, the Company, regulators or as required by law. A public announcement requires the other parties' prior consent unless a legal or exchange rule requires otherwise. The Buyer will not use confidential information to solicit a Company employee for six months after Completion, except through a general advertisement.
10. Governing law and formalities
The parties propose the law of England and Wales and the courts of Cambridge, but this choice may not address every corporate or tax issue. The parties must verify share-transfer stamps, beneficial-ownership filings, corporate approvals, identity checks and whether the transfer must be witnessed or notarised.
Signatures
Seller: Daniel Peter Mercer Signature: ____________________ Date: 15 September 2026
Buyer: Maya Eleanor Singh Signature: ____________________ Date: 15 September 2026
For acknowledgement by Quayside Analytics Ltd: Jonas Reed, Company Secretary Signature: ____________________ Date: 15 September 2026