# SHAREHOLDER BUYOUT AGREEMENT
Date: 7 March 2031
Parties: Aisha Khan, Brookfield Design Limited and its continuing shareholders
## 1. Purpose and parties
Aisha Khan agrees to sell her 18,000 ordinary shares in Brookfield Design Limited to the continuing shareholders, who purchase them in agreed proportions. The company is not a purchaser unless the separate statutory buyback procedure is completed; this agreement is a transfer between shareholders.
## 2. Facts, scope and terms
The price is £270,000, based on an agreed enterprise-value calculation using the 31 December 2030 accounts, adjusted for cash and debt. £220,000 is paid at completion and £50,000 is held in escrow for 12 months against the limited warranty claim process, not as an automatic deduction.
## 3. Process and responsibilities
Aisha warrants title, authority, fully paid status and absence of encumbrance, subject to a disclosure letter. The buyers warrant funds and authority. No party gives an unqualified warranty about future profitability, and fraud and deliberate concealment are outside the agreed caps.
## 4. Evidence, records and safeguards
Completion requires the executed stock-transfer form, share certificate or indemnity, board approval subject to the articles, register update and payment of cleared funds. The company will make required filings and update PSC information; risk and voting rights pass on registration, subject to applicable law.
## 5. Review, escalation and outcome
Aisha resigns as director on completion and hands over passwords, books and company property. The parties allocate tax according to the transaction documents and obtain independent tax advice; no one promises a particular tax treatment. Confidentiality continues after completion.
## 6. Reservations and practical protections
On payment and registration, the parties release known claims relating to the shareholding and management, except fraud, the warranties, accrued rights, confidentiality, tax indemnities and obligations intended to survive. A dispute goes first to a directors' meeting, then mediation if appropriate.
## 7. England and Wales law and completion
England and Wales law applies. Hand, post and transaction email are separate permitted notice methods. The parties sign on 7 March 2031, and completion is a single exchange at the company's registered office unless the completion checklist records otherwise.