Shareholders Agreement - Template, Sample Form Online Pro · IN-law

SHAREHOLDERS' AGREEMENT

This Shareholders' Agreement ("Agreement") is made and executed on this ________ ("Effective Date") at ________, ________.

BY AND BETWEEN

________ (________), holding PAN ________, residing at / having its registered office at ________ (hereinafter referred to as "Shareholder 1", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its/his/her heirs, legal representatives, successors, permitted assigns and executors) of the FIRST PART;

AND

________ (________), holding PAN ________, residing at / having its registered office at ________ (hereinafter referred to as "Shareholder 2", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its/his/her heirs, legal representatives, successors, permitted assigns and executors) of the SECOND PART;

Shareholder 1 and Shareholder 2 are hereinafter collectively referred to as the "Shareholders" and individually as a "Shareholder".

§ 1. BACKGROUND AND RECITALS

1.1. ________ ("Company") is a company incorporated and existing under the Companies Act, 2013, bearing Corporate Identity Number (CIN) ________, with its registered office located at ________.

1.2. The Shareholders have agreed to enter into this Agreement to record and govern their respective interests, obligations, liabilities, ownership and rights in the Company and to provide for the better governance and management of the affairs of the Company, in a manner consistent with the Companies Act, 2013 and the Articles of Association of the Company.

1.3. The Authorised Share Capital of the Company is Rs. ________ (________) divided into ________ equity shares of Rs. ________ each.

1.4. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. ________ (________) divided into ________ equity shares of Rs. ________ each.

1.5. A new party may be admitted to this Agreement only upon execution of a deed of adherence and the passing of an Ordinary Resolution by the Parties to this Agreement.

1.6. To the extent permissible under Section 6 read with the proviso to Section 58(2) of the Companies Act, 2013, the restrictions on transfer of shares contained in this Agreement shall be valid and binding, and the Parties shall cause the Articles of Association of the Company to be amended to incorporate, and to be consistent with, the relevant terms of this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF the mutual promises, covenants and agreements herein contained, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

§ 2. DEFINITIONS

2.1. "Act" means the Companies Act, 2013, together with the rules made thereunder (as amended from time to time).

2.2. "Agreement" means this agreement, together with all annexures and schedules hereto.

2.3. "AoA" means the Articles of Association of the Company, as in force from time to time.

2.4. "Authorised Share Capital" means the maximum amount of share capital that the Company is authorised to issue under its Memorandum of Association.

2.5. "Board of Directors" or "Board" means the board of directors of the Company comprising the duly appointed directors, as constituted from time to time.

2.6. "Business" means the business carried on by the Company, namely: ________.

2.7. "Business Day" means any day other than a Saturday, Sunday or a public holiday recognised in the State/Union Territory of ________.

2.8. "Company" means the company referred to in § 1 of this Agreement.

2.9. "Director" means a person appointed to the Board of the Company in accordance with the Act.

2.10. "Effective Date" means the date on which this Agreement is last executed by the Parties.

2.11. "Issued Share Capital" means the total share capital issued by the Company to its Shareholders.

2.12. "Managing Director" means a director who, by virtue of the AoA, an agreement with the Company, a resolution passed in general meeting, or by the Board, is entrusted with substantial powers of management of the affairs of the Company, in accordance with Section 2(54) of the Act.

2.13. "MoA" means the Memorandum of Association of the Company, as in force from time to time.

2.14. "Ordinary Resolution" means a resolution passed in accordance with Section 114(1) of the Act, requiring the support of more than 50% of the votes cast.

2.15. "Parties" means the Company and the Shareholders, either collectively or individually, as the context may require.

2.16. "Protected Party" means the Company and the Shareholders, either collectively or individually, as the context may require.

2.17. "Restricted Party" means the Shareholders, either collectively or individually, as the context may require.

2.18. "Shares" means the equity shares into which the share capital of the Company is divided.

2.19. "Shareholders" means the holders of Shares in the Company who are party to this Agreement and their successors in title.

2.20. "Special Resolution" means a resolution passed in accordance with Section 114(2) of the Act, requiring the support of not less than 75% of the votes cast.

§ 3. INTERPRETATION

3.1. Headings are included for convenience only and shall not be used in interpreting this Agreement.

3.2. Unless the context otherwise requires, a reference to the singular includes the plural and vice versa, a reference to a natural person includes a corporate entity and vice versa, and a reference to any gender includes the other genders.

3.3. Where any number of days is prescribed, such number shall be reckoned inclusively of the first and exclusively of the last day, unless the last day falls on a day which is not a Business Day, in which case the last day shall be the immediately preceding Business Day.

3.4. Where any definition confers rights or imposes obligations on any Party, effect shall be given to it as if it were a substantive term in the body of this Agreement.

3.5. Any reference to a statute, regulation or legislation shall be a reference to such statute, regulation or legislation as amended, modified, re-enacted or substituted from time to time.

3.6. The use of the word "including" followed by specific examples shall not be construed as limiting the meaning of the general wording preceding it.

3.7. The Parties acknowledge that each term of this Agreement has been negotiated, and accordingly the rule of construction contra proferentem shall not apply.

§ 4. SHAREHOLDING

4.1. The Shareholders hold the following number of Shares, corresponding to the percentage ownership of the Company set out below:

4.1.1. ________: ________ Shares, representing ________% ownership.

4.1.2. ________: ________ Shares, representing ________% ownership.

§ 5. BOARD OF DIRECTORS

5.1. The Company shall presently have ________ Director(s) on the Board, subject to the minimum and maximum number prescribed under Section 149 of the Act and the AoA.

5.2. The Company shall not appoint more Directors than permitted under the AoA and the Act.

5.3. The Board presently consists of the following Director(s):

________

5.4. Directors shall be appointed by the Shareholders by means of: ________, in accordance with the Act and the AoA.

5.5. The Director(s) shall be appointed for a period of ________, subject to the provisions of the Act relating to retirement by rotation. The said period may be extended by an Ordinary Resolution of the Shareholders.

5.6. A Director may resign by serving not less than 30 (thirty) days' written notice to the Company in accordance with Section 168 of the Act.

5.7. A Director shall vacate office, and may be removed in accordance with Sections 167 and 169 of the Act, including upon developing a conflict of interest which is prejudicial to the Company or upon breach of fiduciary duties under Section 166 of the Act.

5.8. The following person(s) has/have been appointed as the Managing Director(s) of the Company in accordance with Sections 196 and 197 of the Act: ________.

5.9. The Managing Director(s), or his/her duly appointed successor (the "Managing Director"), shall manage, control and operate the business and affairs of the Company, subject to the superintendence, control and direction of the Board and the provisions of the Act. The Managing Director(s) may be changed from time to time with the consent of the Shareholders by a Special Resolution.

5.10. The Managing Director(s) shall cause the Company to maintain the books of account, statutory registers, records and other documents required by the Act, and shall cause the Board to furnish to the Shareholders an annual audited financial statement.

5.11. The Managing Director(s) shall not have any additional voting power by virtue of being the Managing Director(s).

5.12. The Managing Director(s) together with the Board shall use their best efforts to cause the Business to be conducted in accordance with sound and lawful business practices, and to preserve for the Company the goodwill of its suppliers, customers, employees and others having business relations with it.

5.13. Notwithstanding anything in this Agreement, the Board shall exercise the following powers only with the consent of the Shareholders by a Special Resolution, in accordance with Section 180 and other applicable provisions of the Act:

5.13.1. to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or, where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking;

5.13.2. to invest otherwise than in trust securities the amount of compensation received by the Company as a result of any merger or amalgamation;

5.13.3. to amend the AoA or MoA of the Company;

5.13.4. to borrow money where the money to be borrowed, together with the money already borrowed by the Company, will exceed the aggregate of its paid-up share capital, free reserves and securities premium, apart from temporary loans obtained from the Company's bankers in the ordinary course of business;

5.13.5. to remit, or give time for the repayment of, any debt due from a Director.

§ 6. BOARD MEETINGS

6.1. The Board shall meet at least once in the following interval: ________, and in any event so as to comply with Section 173 of the Act.

6.2. At each such meeting, the Managing Director shall report to the Board on the current status of the operations of the Company, on all material developments and planned actions involving the Company, and shall present complete current financial information in respect of the Company.

6.3. The participation of Directors in a Board meeting may be either in person or through video conferencing or other audio-visual means as prescribed under the Act, which are capable of recording and recognising the participation of the Directors and recording and storing the proceedings of such meetings along with the date and time.

6.4. A notice of not less than 7 (seven) days shall be given to the Directors for every Board meeting, which may be sent by hand delivery, by post or by electronic means, in accordance with Section 173(3) of the Act.

6.5. Every notice of a meeting shall specify the place, date, day and hour of the meeting and shall contain a statement of the business to be transacted thereat.

6.6. The quorum for a Board meeting shall be in accordance with Section 174 of the Act, namely one-third of the total strength of the Board or two Directors, whichever is higher; and the participation of Directors by video conferencing or other audio-visual means shall be counted for the purposes of quorum.

§ 7. SPECIAL MEETING AMONG THE SHAREHOLDERS

7.1. The Shareholders agree that they shall convene a meeting ("Special Meeting") of the Shareholders not less than 10 (ten) days, or such other notice period as may be agreed by a majority of the Parties, before every general meeting of the Company, to determine the manner in which their votes shall be cast.

§ 8. GENERAL MEETINGS OF THE SHAREHOLDERS

8.1. General meetings of the Company shall be held in accordance with the following:

8.1.1. The Company shall hold its Annual General Meeting each year in accordance with Section 96 of the Act. All business transacted at such meeting shall be deemed special except the declaration of dividend, the consideration of financial statements, the reports of the Board and the auditors, and the appointment of directors and auditors.

8.1.2. An Extraordinary General Meeting may be convened by the Board whenever it deems fit, and shall be convened by the Board on a valid requisition of members in accordance with Section 100 of the Act, within 21 (twenty-one) Business Days (or such shorter period as the Shareholders may agree) from the date of deposit of the requisition.

8.2. A general meeting shall be called by giving not less than 21 (twenty-one) clear days' notice, either in writing or through electronic mode, in accordance with Section 101 of the Act; provided that a general meeting may be called on shorter notice with the consent, in writing or by electronic mode, of not less than 95% of the members entitled to vote thereat.

8.3. No business shall be transacted at any general meeting unless a quorum of members is present in accordance with Section 103 of the Act.

8.4. Save as provided in the Act, the quorum shall be as follows: ________.

§ 9. MANAGEMENT OF THE COMPANY

9.1. The Board shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorised to do, subject to the provisions of the Act, the MoA, the AoA and any regulations not inconsistent therewith made by the Company in general meeting.

9.2. The Board shall be responsible for the day-to-day management of the Company.

9.3. The Board shall use all reasonable and proper means to maintain, improve and extend the Business of the Company in accordance with the business plans agreed by the Board from time to time.

9.4. The Board shall ensure that comprehensive written and electronic books of account are kept by the Company, including monthly management accounts and annual financial statements, in compliance with Section 128 of the Act.

9.5. The Board shall from time to time cause to be prepared and distributed to the Shareholders monthly management accounts fairly representing the Business and operations of the Company.

9.6. The Shareholders shall, subject to the Act, have access to the Company's books of account at all reasonable times.

9.7. The following person(s) shall have signing powers on the bank account(s) and shall be authorised to make electronic banking payments and conduct internet and other forms of electronic banking:

________

§ 10. FUNDING OF THE COMPANY

10.1. If the Board, in the exercise of good faith and reasonable judgment, determines that the Company requires additional funds which cannot be obtained from banks or other financial institutions on reasonable arm's-length commercial terms, the Board may request the Shareholders, by issuance of a notice, to contribute such funds. The details of the funding shall be set out in such notice. Any issue of further share capital shall be made in compliance with Sections 62 and 42 of the Act.

10.2. For the avoidance of doubt, the failure of any Shareholder to provide funds pursuant to a funding notice shall not be considered a default by such Shareholder under this Agreement, nor shall it render such Shareholder in any way liable for the payment of such funds.

§ 11. SHAREHOLDER'S OPTION TO PURCHASE

11.1. Where a Shareholder ("Transferring Shareholder") intends to transfer any Shares held by it to any other Shareholder, the following procedure shall apply:

11.1.1. the Transferring Shareholder shall provide written notice ("Transfer Notice") to the other Shareholders setting out the intention to transfer Shares, the number of Shares, the price per Share and the particulars of the proposed purchaser;

11.1.2. upon receipt of a valid Transfer Notice, the Shareholder named therein ("Purchasing Shareholder") may, within one month, serve a notice ("Purchasing Notice") indicating its intention to purchase;

11.1.3. such Purchasing Notice shall set out the intended number of Shares to be purchased and confirmation of the price per Share.

§ 12. ANTI-DILUTION

12.1. Where the Company proposes to issue new Shares ("New Shares") at any time, then, subject to Section 62 of the Act:

12.1.1. if the New Shares belong to an existing class of Shares, the Company shall offer each Shareholder such number of New Shares as would enable that Shareholder to maintain its existing proportionate Shareholding in the Company;

12.1.2. if the New Shares belong to a new class of Shares, the Company shall offer each Shareholder such number of New Shares as is proportionate to its existing Shareholding, calculated on a pro-rata basis;

12.1.3. the price of such New Shares shall be determined by the Board or at a fair price determined by a registered valuer in accordance with the Act;

12.1.4. where a Shareholder declines the offer, the Board may, subject to any resolution of the Company, dispose of such Shares at a price not less than that specified in the offer and on such terms as it considers most beneficial to the Company;

12.1.5. if such Shares are issued at a price lower than the price at which a Shareholder who is a Party to this Agreement was issued Shares, then such Shareholder shall, to the extent permitted by the Act, be entitled to receive such additional Shares as may be necessary to maintain the economic equivalence of its investment, without additional cost.

§ 13. RESTRICTIONS ON TRANSFER

13.1. Any transfer, sale, assignment, hypothecation, encumbrance or alienation of any Shares of the Company otherwise than in accordance with the terms of this Agreement shall be void and shall transfer no right, title or interest in or to such Shares to the purported transferee, buyer, assignee, pledgee or encumbrancer.

13.2. The Shares may be transferred only to the following persons or entities: ________.

13.3. The Shares may be pledged only to the following persons or entities: ________.

13.4. No Party shall transfer any Shares held by it, whether to another Shareholder or to any third party, without the prior written consent of all other Parties, for the following period: ________.

§ 14. RIGHT OF FIRST REFUSAL

14.1. If any Shareholder wishes to sell, transfer or otherwise dispose of any or all of its Shares ("Seller"), the other Shareholders ("Offerees") shall have a prior right to purchase such Shares ("Offered Shares").

14.2. The Seller shall give the Offerees written notice ("Selling Notice") of its intention to sell, served at the designated email addresses, by registered post or personally, setting out:

14.2.1. the number of Shares beneficially owned by the Seller;

14.2.2. the number and class of Shares comprising the Offered Shares, the price, and the terms and conditions of sale.

14.3. Each Offeree may, within 30 (thirty) days of the Selling Notice being deemed given, give written notice ("Buying Notice") to the Seller stating whether it is willing to purchase the Offered Shares. An Offeree failing to give a Buying Notice within 30 (thirty) days shall be deemed to have declined to purchase the Offered Shares.

14.4. After receipt of each Buying Notice, or after the expiry of 30 (thirty) days from the Selling Notice (whichever is earlier), the Seller shall be bound to sell the Offered Shares to those Offerees who have indicated their willingness to purchase, at the price and on the terms contained in the Selling Notice.

14.5. Where more than one Offeree gives a Buying Notice, the Buyers shall purchase the Offered Shares in such proportions as they may agree, or, failing agreement, in the proportion of their respective Shareholdings computed without reference to the Seller's Shares.

14.6. If the Offerees do not purchase the Offered Shares, the Seller shall be at liberty to sell the Offered Shares to an outsider, but only at a price equal to or in excess of the price contained in the Selling Notice and on the same terms as disclosed therein.

14.7. If, within 30 (thirty) days of receipt of the last Buying Notice declining purchase, the Seller has not received an unconditional offer from an outsider and completed the sale within 30 (thirty) days thereof, the rights of the Offerees shall revive, and the Seller shall again be required to give notice as aforesaid before any further sale.

14.8. Any sale to an outsider must include the condition that the outsider agrees to become a party to this Agreement, by execution of a deed of adherence, upon purchase of the Shares.

§ 15. DRAG-ALONG RIGHTS

15.1. Where a Shareholder ("Seller") intends to sell or transfer some or all of its Shares to a third party ("Buyer"), and the Shares proposed to be sold or transferred ("Sale Shares") represent equal to or more than ________% of the total Shares of the Company existing at the time of the proposed sale, then:

15.1.1. if the Seller is selling all of its Shares, the Seller may require each of the remaining Shareholders ("Remaining Shareholders") to also sell to the Buyer all of the Shares held by them;

15.1.2. if the Seller is not selling all of its Shares, the Seller may require each Remaining Shareholder to sell to the Buyer a proportion of its Shares equivalent to the proportion of the Seller's total Shares being sold ("Drag-Along Proportion").

15.2. Any sale of the Remaining Shareholders' Shares under this clause ("Drag-Along Sale") shall occur in accordance with the following procedure:

15.2.1. the Seller shall serve a notice ("Drag-Along Notice") on the Company and all Remaining Shareholders confirming the exercise of its drag-along rights, the price per Share agreed to be paid by the Buyer ("Drag-Along Price"), and a copy of the terms and conditions applicable to the Drag-Along Sale;

15.2.2. upon receipt of the Drag-Along Notice, each Remaining Shareholder shall sell its Shares to the Buyer at the Drag-Along Price and on the terms set out in the Drag-Along Notice;

15.2.3. if the Seller does not complete the sale in accordance with the Drag-Along Notice, the Remaining Shareholders shall not be required to sell their Shares, and the Drag-Along Notice and the obligations thereunder shall lapse.

§ 16. TAG-ALONG RIGHTS

16.1. Where a Shareholder ("Seller") intends to sell or transfer some or all of its Shares ("Tag-Along Shares") to a third party or another Shareholder ("Buyer") under an arm's-length, bona fide offer ("Tag-Along Sale"), the Seller shall serve a notice ("Tag-Along Notice") on the Company and all remaining Shareholders setting out the identity of the Buyer, the price, the number of Shares and the terms and conditions of sale.

16.2. Within 15 (fifteen) days of receipt of a Tag-Along Notice, each remaining Shareholder ("Remaining Shareholder") shall have the right to sell such number of Shares (of the same class as the Tag-Along Shares and in proportion to its total Shareholding) as is equal to or less than the percentage of Tag-Along Shares held by the Seller at the time of the Tag-Along Notice.

16.3. Any sale of the Remaining Shareholders' Shares ("Remaining Tag-Along Sale") under this clause shall be on the terms, conditions and price set out in the Tag-Along Notice, and each Remaining Shareholder intending to sell shall serve a prior intimation notice on the Seller.

§ 17. TERM AND TERMINATION

17.1. No Party may withdraw from this Agreement before the expiry of ________ ("Lock-in Period") from the Effective Date.

17.2. If any Party withdraws from this Agreement before expiry of the Lock-in Period, it shall be liable to the following consequences:

________

17.3. After expiry of the Lock-in Period, any Party may withdraw from this Agreement by serving 60 (sixty) days' prior written notice on the other Parties.

17.4. If any Party withdraws without serving the said notice period, it shall be liable to the following consequences:

________

17.5. A Party shall stand terminated from this Agreement upon commission of any material breach of this Agreement which is not cured within 30 (thirty) days of written notice, such termination taking effect upon the passing of an Ordinary Resolution by the other Parties.

17.6. This Agreement shall cease to have effect if all Parties, save one, cease to be Shareholders of the Company.

17.7. This Agreement shall remain valid for the following period: ________.

§ 18. NON-COMPETE

18.1. Each Restricted Party agrees that during the term of this Agreement, and for so long as it remains a Shareholder of the Company, it shall not, directly or indirectly, whether as a shareholder, director, partner, employee, agent, consultant or otherwise, engage in, carry on or be concerned with any business which is in competition with the Business of the Company within the territory of ________, without the prior written consent of the other Parties.

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§ 19. NON-SOLICITATION

19.1. Each Restricted Party agrees that during the term of this Agreement, and for a period of ________ after ceasing to be a Shareholder of the Company (to the extent enforceable under applicable law), it shall not, directly or indirectly, solicit, entice away or attempt to solicit or entice away any customer, client, supplier, employee, consultant or agent of the Company, or otherwise interfere with the business relationships of the Company.

19.2. Each Restricted Party acknowledges that the restrictions in this clause are reasonable and necessary for the protection of the legitimate business interests of the Company and the other Shareholders.

§ 20. CONFIDENTIAL INFORMATION

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20.2. Each Restricted Party acknowledges that the Confidential Information and trade secrets constitute a valuable and unique asset of the Protected Party, and agrees to maintain their confidentiality and not to disclose them, in whole or in part, to any person, firm, company or other entity for any reason.

20.3. To the extent any Party processes personal data in connection with this Agreement, it shall comply with the Digital Personal Data Protection Act, 2023 and the rules made thereunder.

§ 21. COMMUNICATION AND NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted by the Party to whom directed, (b) sent by certified or registered post with postage prepaid and acknowledged by the recipient, or (c) sent to the email address of the recipient set out in this Agreement.

§ 22. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable by any court or authority of competent jurisdiction, such provision shall be deemed amended, and the Parties agree to execute all documents necessary to give effect to such amendment, so as to eliminate or modify the invalid provision and carry out the intent of this Agreement as far as possible, rendering this Agreement enforceable in all other respects.

§ 23. NO WAIVER

The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision, nor affect the validity of this Agreement or any part thereof, nor the right of any Party to enforce each and every provision in accordance with its terms.

§ 24. HEADINGS

The headings in this Agreement are included for convenience of reference only and shall not define, delimit or otherwise affect the construction or effect of any of its provisions.

§ 25. INTERPRETATION

The Parties acknowledge that each Party has reviewed and negotiated the terms of this Agreement and has had the opportunity to contribute to its drafting. Accordingly, the rule of construction that ambiguities are resolved against the drafting party shall not apply, and the terms shall be construed fairly as to all Parties.

§ 26. REMEDIES

Each Party recognises that the restrictive covenants contained herein are fair and reasonable and necessary for the protection of legitimate business interests, and that any Party shall be irreparably harmed if such covenants are not specifically enforced. Accordingly, the Parties agree that such covenants may be enforced through temporary and/or permanent injunctive relief, in addition to and without prejudice to any other remedies available at law or in equity.

§ 27. GOVERNING LAW AND DISPUTE RESOLUTION

27.1. Any dispute, controversy or claim arising out of or in relation to this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitral tribunal shall consist of a sole arbitrator appointed mutually by the Parties. Each Party shall bear its own costs and the fees of the arbitrator shall be borne equally. The seat and venue of arbitration shall be at ________, ________, and the language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.

27.2. This Agreement shall be governed by and construed in accordance with the laws of India, and, subject to § 27.1, the courts at ________, ________ shall have exclusive jurisdiction.

§ 28. LEGAL FEES AND COSTS

In the event of any legal action by any Party to enforce one or more provisions of this Agreement, whether at law or in equity, the prevailing party shall be entitled to recover from the other party all enforcement costs, including, without limitation, reasonable legal fees and costs, whether incurred before, during or after trial or other litigation, including appeal.

§ 29. SURVIVAL OF OBLIGATIONS

Notwithstanding any other provision of this Agreement, upon the termination, expiration or completion of this Agreement, those provisions which by their nature are intended to survive, including but not limited to the provisions relating to confidentiality, non-solicitation, remedies, governing law and dispute resolution, shall remain in full force and effect.

§ 30. STAMP DUTY AND COUNTERPARTS

30.1. This Agreement shall be duly stamped in accordance with the applicable Stamp Act in force in the State/Union Territory of ________, and the stamp duty payable hereon shall be borne by ________.

30.2. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

§ 31. ENTIRE AGREEMENT

The Parties represent and agree that they have read this Agreement, understand its terms, and have entered into it freely and without duress or coercion from any source. This Agreement supersedes all prior agreements and understandings between the Parties relating to its subject matter. In the event of any conflict between this Agreement and the AoA, the Parties shall, as between themselves, give effect to this Agreement and shall procure the amendment of the AoA accordingly, to the extent permitted by the Act.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first hereinabove written, namely ________.

1. ________

____________________

2. ________

____________________

WITNESS-1

Name: ________

Address: ________

___________________________________

Signature

WITNESS-2

Name: ________

Address: ________

___________________________________

Signature