SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (‘SPA’ or ‘Agreement’) is made on ……….day of

……..2006 BETWEEN Mr………………….. and Mrs…………………., residing at (herein after
referred to as “Acquirers” (which term shall be deemed to mean and include her successors
and assigns) of the one part.

AND

Mr./ M/s. ……………………. Resisting at (hereinafter referred to as the “Sellers”) which

expression shall, unless repugnant to the context or meaning thereof, mean and include its
successors and permitted assigns of the Other Part:

WHERE AS

1. The Acquirers are desirous of acquiring fully paid up equity shares of ……………
(India) Limited having its registered office at ……………….(hereinafter referred to as
the “Target Company”).

a) As on the date of this PA the paid-up share capital of Target company is

Rs……….Lacs divided into ……………equity shares of Rs.10/- each. The company
does not have any partly paid up equity shares.

b) The Equity Shares of the Company are listed at The……………………………….).

c) As on the date of this Agreement, the Acquirers hold ………………. equity shares of
the target company.

2. As on the date of this Agreement, the Sellers hold …………….Equity Shares

representing ……….. of the paid-up equity and voting share capital of the Target
company.
 3. Pursuant to a negotiation, the Sellers have agreed to sell, transfer and assign
…………..fully paid up equity shares of Rs.10/- (Ten only) each @ Rs….. per
share of Target Company and the Acquirers have subject to the terms of this
Agreement agreed to purchase the Sellers Shares.

4. The Sellers and the Acquirers have agreed for sale, transfer and assignment and
purchase and acquisition of the …………equity shares on terms and conditions
mentioned herein below:

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:

1. That the Sellers subject to the terms and conditions hereinafter have agreed to sell,
transfer and assign …………….fully paid up equity shares of Target Company to the
Acquirers @ Rs- ….. (Rupees …..only) per share payable in cash.

2. That the shares under Agreement are free from all charges, encumbrances or liens
and are not subjects to any lock in period.

3. That pursuant to the Agreement, the Acquirers shall be required to make a Public
Offer to the shareholders of Target Company in compliance with the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and in
accordance with the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations 1997, the sellers shares can be transferred in favour of Acquirers only
after the completion of the Public Offer formalities and after obtaining no objection
letter from the Merchant Banker to the Offer appointed for this purpose.

4. That all the shares under the agreement are held in ……… form by the sellers.

5. That the Acquirers shall pay the consideration to the Sellers on the completion of the
sale and against delivery of the shares as agreed to be acquired under the SPA. The
sell and transfer of shares by the Sellers would be on a spot delivery contract basis.

6. That the sale of shares under SPA shall be completed on or before the expiry of 5
working days of certification by the Merchant Banker that all the formalities under the
SEBI (SAST) Regulations, 1997 and subsequent amendments thereto, for the offer
have been duly completed.

7. The Acquirers (after taking into account the equity shares of the target company
purchased by the Acquirers pursuant to the Public Offer) will have an option to
reduce the number of shares to be acquired under this SPA to such extent so as to
maintain the minimum specified public shareholding in the target company as
specified in the listing Agreement with the stock exchanges for the purpose of listing
on continuous basis.

8. That the Sellers agree to abide by its obligations as contained in SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations 1997, as amended from time-to-
time.

9. That the Acquirers have represented and the Sellers believe that the Acquirers have
adequate financial resources to acquire shares from the remaining shareholders as
per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.

10. That the Acquirers shall comply with all the requirements of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
and subsequent amendments thereto.
11. That in case of non-compliance of any provisions of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997,
the agreement for such sale shall not be acted upon by the Sellers or the Acquirers.

12. That it is clearly understood between the parties that it will be the sole responsibility
of the Acquirers to comply with the provisions of the applicable laws and obtain
necessary approvals wherever required.

13. That it is also understood between parties that the Sellers will co-operate with the
Acquirers in furnishing any information required for the purpose of takeover.

14. All disputes and differences arising out of or in connection with this SPA between the
parties hereto shall be referred to the arbitration of a sole arbitrator namely
……………….. and such, arbitration shall be held in ……………and shall be in
accordance with provisions of Arbitration and Conciliation Act, 1996 or any statutory
modification or re-enactment thereof for the time being in force.

15. IN WITNESS WHEREOF the parties hereinto set their respective hands the day,
month and year first hereinabove written.

SIGNED AND DELIVERED

by the within named

_______________________

Acquirers

WITNESSES:

1.

2.

For ……………………. ……………………………

……….. …………….
WITNESSESS: WITNESSESS:

1. 1.

2. 2.