SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (Agreement) is entered into on this [●] day of [●] (Effective Date):

BY AND AMONG:

(1) [●], a company incorporated under the laws of [●], and having its registered office at [●], hereinafter
referred to as Seller 1;

AND

(2) [●], a company incorporated under the laws of [●], and having its registered office at [●], hereinafter
referred to as Seller 2;

AND

(3) [●], a company incorporated in India under the [Companies Act, 1956 / 2013], bearing corporate
identity number [●], and having its registered office at [●], hereinafter referred to as the Company;

AND

(4) [●], a company incorporated in [India under the Companies Act, 1956 / Companies Act 2013],
bearing corporate identity number [●], and having its registered office at [●], hereinafter referred to
as the Purchaser 1;

AND

(5) [●], a company incorporated in [India under the Companies Act, 1956], bearing corporate identity
number [●], and having its registered office at [●], hereinafter referred to as the Purchaser 2.

Seller 1 and Seller 2 are hereinafter collectively referred to as the Sellers and individually, as a
Seller. Purchaser 1 and Purchaser 2 are hereinafter collectively referred to as the Purchasers and
individually, as a Purchaser. Each of the Sellers, the Company and the Purchasers are hereinafter
individually referred to as a Party and collectively as the Parties.

WHEREAS:

(A) The Company is engaged in the Business (as defined below).

(B) The Sellers legally and beneficially owns 100% of the Share Capital (as defined hereinafter) of the
Company on a fully diluted basis.

(C) The Sellers wish to sell and the Purchasers wish to purchase the Sale Shares, free and clear of any
Encumbrances, on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein,
the Parties hereto, intending to be legally bound, hereby agree as follows:

SPA - Draft
1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the contrary intention appears the following words and
expressions shall have the following meanings:

Affiliate of a Party means any other Person that, either directly or indirectly, through one or
more intermediate Persons, Controls, is Controlled by or is under common Control with such Party;

Applicable Law shall mean all applicable laws, bye-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other
requirements of any Governmental Authority in any relevant jurisdiction;

Approvals shall mean any permission, approval, consent, license, order, decree,
authorization, authentication of, or registration, qualification, designation, declaration or filing with
or notification, exemption or ruling to or from any Governmental Authority or third party required
under any statute or regulation or prior agreement for the completion of the transactions
contemplated under this Agreement;

Board shall mean the board of directors of the Company as on the Effective Date;

Business means the business of:

(a) consulting and investment advisory services in the fields of management, accounting,
finance, secretarial, administrative or legal activities, finance, accounting, commerce
technology, engineering, and process planning to companies;

(b) collecting, storing, devising systems (including software programs) and systems for
acquiring ownership or license for dissemination of data relating to consultation and advice
in (a) above; and

(c) such other businesses or activities permissible under the FDI Regulations and the Charter
Documents of the Company.

Business Day shall mean a day (other than Saturday, Sunday or a public holiday) on which
commercial banks are open for normal banking business in India;

Charter Documents shall mean the memorandum and articles of association of the
Company;

Conditions Precedent shall have the meaning ascribed to it in Clause 4;

Completion shall mean the sale of the Sale Shares by the Seller to the Purchaser in
accordance with the terms of this Agreement, and the completion of all of the actions set out in
Clause 6.3;

Completion Date shall have the meaning ascribed to it in Clause 6.1;

Control (including with correlative meaning, the terms Controlled by and under common
Control with) means the power and ability to appoint a majority of the directors on the board of
directors and/or to direct or cause the direction of the management and policies of the controlled

SPA - Draft
 enterprise including without limitation, through control by direct means of more than 51% of the
voting interests in a company;

Cut Off Date means a date falling 6 (six) months from the date of this Agreement or any
other extended date as may be mutually agreed to between the Parties hereto and recorded in writing;

Encumbrance means a mortgage, charge, pledge, lien, option, right of first refusal, right of
pre-emption, third party right or interest, any other encumbrance or security interest of any kind, or
another type of agreement or arrangement having similar effect;

FDI Regulations means any rules, regulations and guidelines issued by the Governmental
Authority including the Reserve Bank of India to regulate foreign direct investment in India
including but not limited to Foreign Exchange Management (Transfer of Issue of Security by a
Person Resident Outside India) Regulations, 2000 as amended and updated from time to time;

Governmental Authority means and includes the Government of India, and the Government of any
state in India, any Ministry or Department of the same and any local or other authority exercising
powers conferred by Law and shall include, without limitation, the Reserve Bank of India (RBI), the
Company Law Board, DGCA and the Foreign Investment Promotion Board (FIPB) and any other
authority duly exercising jurisdiction over a Party;

India shall mean the Republic of India;

Insolvency Event shall occur with respect to any Person upon such person being
adjudicated as being unable to, or such Person admitting its inability to pay its debts as they fall due,
or, by reason of actual or anticipated financial difficulties, such Person commencing negotiations
with one or more of its creditors with a view to rescheduling any of its indebtedness, other than any
rescheduling which is in the ordinary course of business, or a declaration of bankruptcy of such
Person;

Losses means any and all losses, liabilities or damages, including any deficiencies, demands,
claims (including third party claims), actions, judgments or causes of action, assessments, interest,
penalties and other costs or expenses (including, without limitation, reasonable attorneys' fees and
expenses in respect thereof);

Person shall mean any natural person, firm, company, Governmental Authority, joint
venture, association, partnership or other entity (whether or not having a separate legal personality);

Purchase Amount shall have the meaning ascribed to it in Clause 3.1;

Purchaser Demat Accounts shall mean,

(i) with respect to Purchaser 1, the demat account maintained with [●] (DP ID: [●]),
bearing customer ID: [●]; and

(ii) with respect to Purchaser 2, the demat account maintained with [●] (DP ID: [●]),
bearing customer ID: [●];

Purchaser Directors shall mean Mr [●] (DIN: [●]) and Mr [●] (DIN: [●]), who shall be
appointed as directors of the Company in accordance with Clause 6.3;

Rs. or Rupees shall mean Indian Rupees or the lawful currency of India;

SPA - Draft
 SEBI means the Securities and Exchange Board of India;

Sale Shares means [●] fully paid-up Shares, constituting 100% of the Share Capital, held as
follows, by the Sellers:

(i) [●] Shares held by Seller 1; and

(ii) [●] Shares held by Seller 2.

Seller Designated Accounts shall mean,

(i) with respect to Seller 1, the USD denominated cash account maintained with [●], at
[●], and bearing account number [●]; and

(ii) with respect to Seller 2, the USD denominated cash account maintained with [●], at
[●], and bearing account number [●];

Seller Directors shall mean Mr [●] (DIN: [●]) and Mr [●] (DIN: [●]), who currently
comprise the Board;

Share Capital shall mean the fully paid-up equity share capital of the Company, on a fully
diluted basis;

Shares shall mean the equity shares of the Company, with a par value of Rs. [ ●] per equity
share;

Warranties shall have the meaning ascribed to it in Clause 7.

1.2 Interpretation

(a) Any reference herein to any Clause, Annexures, Schedule or Exhibit is to such Clause or
Annexure or Schedule or Exhibit to this Agreement unless the context otherwise requires.
The Schedules, Annexures and Exhibits to this Agreement shall be deemed to form part of
this Agreement.

(b) References to a Party shall, where the context permits, include such Party's respective
successors, legal representatives and permitted assigns and in the case of individuals will
include their legal representatives, heirs and permitted assigns.

(c) The headings or interpretation are inserted for convenience only and shall not affect the
construction of this Agreement.

(d) References to "fully diluted basis" mean that the calculation should be made assuming that
all outstanding options, warrants and other securities convertible into or exercisable or
exchangeable for Shares, have been so converted, exercised or exchanged.

(e) Unless the context otherwise requires, words importing the singular include the plural and
vice versa, and pronouns importing a gender include each of the masculine, feminine and
neuter genders.

(f) a reference to a statutory provision includes a reference to the statutory provision as

modified or re-enacted or both from time to time and any subordinate legislation made under

SPA - Draft
 the statutory provision (as so modified or re-enacted), except to the extent that such
provision modified or re-enacted after the date of this Agreement would create or increase
the liability of the Seller under this Agreement.

2. SALE AND PURCHASE OF SHARES

2.1 The Purchasers shall purchase from the Sellers, and the Sellers shall sell to the Purchasers, at
Completion, all of the Sale Shares, in accordance with the terms contained in this Agreement.

2.2 Pursuant to the purchase of the Sale Shares by the Purchasers, the Share Capital of the Company
shall be held as follows:

Shares held (on a fully

Name of Entity Shareholding
diluted basis)
percentage

Purchaser 1 [●] [●]%

Purchaser 2 [●] [●]%

3. CONSIDERATION

3.1 As consideration for the acquisition of the Sale Shares from the Sellers, the Purchasers agree to pay
the Sellers a total amount of [●] (Purchase Amount). It is hereby clarified that each Sale Share
shall be transferred by the Sellers to the Purchasers at the same price per Share.

3.2 On the Completion Date, the Purchasers shall pay the Purchase Amount to the Sellers, in readily
available funds, by depositing the Purchase Amount in the Seller Designated Accounts (pro-rated for
the number of Sale Shares sold by the relevant Seller).

4. CONDITIONS PRECEDENT TO COMPLETION

4.1 The obligation of the Purchaser to acquire the Sale Shares is subject to and conditional upon the
fulfilment of each of the following conditions (the Conditions Precedent) and the delivery and
execution of the documents required from the Company or the Seller as set out herein below:

(a) Confirmation from the Seller that the Warranties are true and correct as on the Effective
Date and on the Completion Date;

(b) Each Seller shall have provided the Purchasers with certified true copies of the resolutions of
its board of directors, approving this Agreement and authorizing and approving the
execution, delivery and performance of the transactions contemplated herein;

(c) Each Purchaser shall have provided the Sellers with certified true copies of the resolutions of
its board of directors, approving this Agreement and authorizing and approving the
execution, delivery and performance of the transactions contemplated herein;

(d) The Board shall have approved the entry into this Agreement by the Company, and a
certified true copy of such resolution of the Board shall be provided to each of the Sellers
and the Purchasers;

SPA - Draft
 (e) The Company having completed all necessary steps and having received all necessary
Approvals to change its corporate name to [●]; and

(f) The Parties having received a certificate from a chartered accountant or a SEBI registered
category-I merchant banker, indicating the discounted cash flow valuation of the Sale
Shares, as required under the FDI Regulations for a sale of shares of an Indian company
from a person resident outside India to a person resident in India.

4.2 Satisfaction of the Conditions Precedent

(a) Each Party shall take all steps necessary to ensure that the Conditions Precedent in Clause
4.1 for which each Party is responsible are satisfied as soon as possible, and in any case
before the Cut Off Date.

(b) The Parties shall cooperate with each other in good faith and provide all reasonable
assistance to ensure satisfaction of the Conditions Precedent.

(c) The Purchaser may, at any time, and by notice in writing waive, in whole or in part, the
Conditions Precedent to the extent permissible under Applicable Law.

(d) If any Party becomes aware of any fact, event or occurrence which will or may prevent any
of the Conditions Precedent from being satisfied before the Cut Off Date, the relevant Party
shall notify the other Parties in writing as soon as practicable.

5. ACTIONS PENDING COMPLETION

5.1 The Company and the Seller shall ensure that, on and from the Effective Date until Completion:

(a) the Company will carry on business in all material respects in the ordinary and usual course
with due care and diligence and in the manner and scope carried on as at the Effective Date;

(b) Without prejudice to the generality of Clause 5.1(a) above, the Company and the Seller shall
not, without the prior written consent of the Purchaser:

(i) sell or Encumber the Sale Shares;

(ii) take any actions for voluntary liquidation / winding up of the Company; and

(iii) issue, transfer, redeem or repurchase any securities of any kind other than as
permitted pursuant to this Agreement.

5.2 The Company shall, on and from the Effective Date and until Completion, not record, register or
assent to any sale, transfer, gift, exchange, or any Encumbrance in any manner whatsoever over the
Sale Shares or enter into any negotiations or discussions with any third party for any of the
foregoing.

SPA - Draft
6. COMPLETION

6.1 Completion shall take place at the registered offices of the Company or such other place as agreed
between the Parties, on the [third] Business Day or such other day as mutually agreed by the Parties
after the date on which the last of the Conditions Precedent to be satisfied or waived in accordance
with Clause 4 is satisfied or so waived (Completion Date).

6.2 Completion will not occur unless all of the obligations in Clause 6.3 are complied with and are fully
effective. The transactions contemplated under this Agreement to be consummated at Completion,
shall be deemed to occur simultaneously and no such transaction shall be consummated unless all
such transactions are consummated.

6.3 On the Completion Date:

(a) the Seller and the Company shall deliver a certificate to the Purchaser to the effect that, as of
the Completion Date, the Warranties are true and correct;

(b) the Sellers shall deliver / procure delivery of the following documents to the Purchaser:

(i) [the original share certificates and the duly executed and stamped transfer forms in
respect of the Sale Shares;]/ [copies of the certified/ acknowledged written
instructions of the Sellers to their depository participant (with whom the Sale Shares
are held) to transfer the Sale Shares to the Purchaser Demat Accounts;]

(ii) a copy of the valuation certificate referred to in Section 4.1(f) of this Agreement;

(iii) four (4) copies of Form FC-TRS (separately for each Seller) completed and duly
executed in compliance with the FDI Regulations, along with all supporting
documents required to be provided by the Sellers;

(c) the Sellers shall deliver (to the Company) a copy of the resignation letters from the Seller
Directors, which resignations are to take effect once Closing occurs;

(d) each Purchaser shall deliver to the Sellers, duly completed and executed consent letters (as
required to be submitted along with the Form FC-TRS) and any other documents that may
be required in that regard;

(e) the Purchasers shall deliver to the Company, consent letters from the Purchaser Directors
and any other relevant documents that may be required by the Company to effect their
appointment as directors on the Board;

(f) the Purchasers shall pay to the Sellers the Purchase Amount in respect of the Sale Shares in
accordance with Clause 3.1 above;

(g) the Purchasers shall deliver a copy of the relevant completed form FC-TRS to their
authorised dealers and the authorised dealers shall acknowledge and stamp the form FC-
TRS's as complete and the Purchasers shall provide copy of such certified form FC-TRS's to
the Sellers;

(h) the Company shall convene and hold a meeting of its Board, at which meeting:

(i) [the Board shall pass resolutions to approve and record the transfer of the Sale

SPA - Draft
 Shares from the Sellers to the Purchasers and register the Purchasers as the
registered holder of the Sale Shares and deliver certified copies of such resolutions
to the Purchasers and the Sellers;]

(ii) approve the appointment of the Purchaser Directors to the Board, as

directors of the Company; and

(iii) accept and approve the resignation of the Seller Directors; and

(i) the Company shall deliver to the Sellers and the Purchasers, certified true copies of:

(i) [a copy of the register of members of the Company as at the Completion

Date, evidencing the ownership of the Sale Shares by the Purchasers]; and

(ii) copies of the Form 32 as filed with the Registrar of Companies/ website of
the Ministry of Company Affairs, in respect of the appointment of the Purchaser
Directors to the Board and the resignation of the Seller Directors from the Board.

6.4 The Purchasers shall cooperate with and provide all reasonable assistance to the Sellers to enable the
Sellers to complete the actions contemplated in clause 6.3.

6.5 Notwithstanding the above provisions, all proceedings to be taken and all documents to be executed
and delivered by the Parties at Completion shall be deemed to have been taken and executed
simultaneously and no proceedings shall be deemed to have been taken nor documents executed or
delivered until all have been taken, executed and delivered.

6.6 If Completion does not take place by the Cut Off Date then the Purchasers and the Sellers shall have
the right (but not the obligation) to terminate this Agreement by a written notice given to the Parties
and upon such termination, all documents are to be returned to the respective Party. Any termination
shall be without prejudice to any rights any Party has against any other Party in respect of any
preceding breach of the terms of this Agreement or under Applicable Law.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Purchasers hereby, jointly and severally, make the following representations and warranties to
the Company and the Sellers as of the Effective Date and as of the Completion Date:

(a) each Purchaser has the legal right and full power and authority to enter into and perform this
Agreement, which when executed will constitute valid and binding obligations on his part
and each Purchaser has obtained all necessary corporate approvals to enter into and perform
its obligations under this Agreement; and

(b) the execution and delivery of, and the performance by it of the obligations under this
Agreement in accordance with and subject to the terms and conditions of this Agreement
will not result in a breach of:

(i) its constitutive documents or any agreement entered into by it or of any contract,
agreement, instrument, or document to which a Purchaser is a party or by which any
of his assets are bound; and/or

(ii) any order, writ, judgment, injunction or decree issued by any Governmental
Authority or court having jurisdiction or violate any Approval or other provisions of

SPA - Draft
 Applicable Law;

(c) no Insolvency Event has occurred in respect of any Purchaser and it is unlikely that any such
event will occur with respect to any Purchaser in the next one year.

7.2 Each of the Sellers and the Company hereby severally make the representations and warranties set
out below to the Purchasers as of the Effective Date and as of the Completion Date:

(a) The Company has been duly incorporated and organized, and is validly existing and in good
standing, under the laws of India.

(b) The Sellers have been validly incorporated and existing under the laws of [●], with the
requisite power and authority to enter into and perform, its obligations under this Agreement
and the Sellers have obtained all necessary corporate approvals to enter into and perform its
obligations under this Agreement.

(c) The Sellers are fully entitled and authorized to sell the Sale Shares in the manner and upon
the terms and conditions contained in this Agreement.

(d) The Sellers are the absolute legal and beneficial owner, free of all Encumbrances, liens,
charges and other adverse interests, of the Sale Shares in the Company and have validly
acquired and are authorized to validly hold the Sale Shares in the Company.

(e) The execution, delivery and performance of this Agreement, or the transactions
contemplated under this Agreement by the Company and the Seller will not result in a
breach of:

(i) their constitutive documents or any agreement entered into by any of them
or of any contract, agreement, instrument, or document to which they are a party or
by which any of their assets are bound; and

(ii) any order, writ, judgment, injunction or decree issued by any Governmental
Authority or court having jurisdiction or violate any Approval or other provisions of
Applicable Law.

(f) No Insolvency Event has occurred in respect of any of the Sellers or the Company.

7.3 The Seller and the Company further represent and warrant to the Purchaser that:

(a) each of their respective Warranties are true and accurate and not misleading in any manner
whatsoever; and

(b) each of the Warranties is separate and independent and none of the representations and
warranties shall be treated as qualified by any actual or constructive knowledge on the part
of either Party or any of their agents, representatives, officers, employees or advisers except
to the extent disclosed to such Party in writing under this Agreement.

7.4 The representations and warranties provided by each of the Parties under this Clause shall survive
for a period of one (1) year from the date on which they are made.

SPA - Draft
8. INDEMNIFICATION

8.1 The Parties hereby undertake to indemnify the other Party (the “Indemnified Party”) against any
Losses incurred or suffered by the other Party which arise out of, result from or may be payable by
virtue of any breach or misrepresentation of any of the Warranties made pursuant to this Agreement.

8.2 The Seller will not be liable in respect of a Loss to the extent that the Purchaser or the Company has
recovered from a third party, including an insurer, an amount which relates to the matter that gave
rise to a Loss (in whole or in part).

8.3 Any compensation or indemnity as referred to in this Clause 8 shall be such as to place the
Indemnified Person/s in the same position as it would have been in, had there not been any Losses.

8.4 The indemnity obligations of the Sellers and the Purchasers pursuant to this Clause 8 shall lapse
immediately on the termination of this Agreement (if this Agreement is terminated prior to
Completion) and, assuming that Completion occurs, the indemnity obligations shall lapse after a
period of one (1) year from the Completion Date.

8.5 The aggregate liability of the Sellers under this Agreement (including the liability in respect of the
indemnity obligations) shall, under all circumstances, be limited to the Sale Consideration.

9. RESTRICTIONS ON ANNOUNCEMENTS AND CONFIDENTIALITY

9.1 Each Party shall keep all information relating to the other Party, information relating to this
Agreement or the transactions contemplated herein (collectively referred to as the Information)
confidential. None of the Parties shall issue any public release or public announcement or otherwise
make any disclosure concerning this Agreement, without the prior approval of the other Parties;
provided however, that nothing in this Agreement shall restrict either the Company and/or the Seller
from disclosing any information as may be required under applicable Law subject to providing a
prior written notice of three (3) Business Days to the Purchaser.

9.2 Nothing in this Clause 9 shall restrict the Parties from disclosing Information for the following
purposes:

(a) to the extent that such Information is in the public domain, other than by breach of this
Agreement;

(b) to the extent that such Information is required to be disclosed by any Applicable Law or
required to be disclosed to any Governmental Authority, any stock exchanges or any
regulatory authority to whose jurisdiction the Parties are subject or with whose instructions
it is customary to comply;

(c) in so far as it is disclosed to the employees, directors or professional advisers of the

Purchasers or the Sellers who need to know such information to facilitate the sale and
purchase of the Sale Shares as provided for in this Agreement, provided that the relevant
Party shall procure that such persons treat such Information as confidential;

(d) to the extent that any of such Information was previously known or already in the lawful
possession of any of the Parties, prior to disclosure by any other Party hereto; and

(e) to the extent that any information, materially similar to the Information, shall have been
independently developed by the any of the Parties without reference to any Information

SPA - Draft
 furnished by any other Party hereto.

10. FURTHER ASSURANCES

10.1 Each Party shall, at any time and from time to time upon the written request of any other Party(ies):

(a) promptly and duly execute and deliver all such further instruments and documents, and do or
procure to be done all such acts or things, as such other Party may reasonably deem
necessary or desirable in obtaining the full benefits of this Agreement and of the rights and
ownership granted pursuant hereto; and

(b) do or procure to be done each and every act or thing which such other Party may from time
to time reasonably require to be done for the purpose of enforcing such other Party's rights
under this Agreement.

11. COST AND EXPENSES

11.1 Except as agreed to the contrary by the Parties in writing, each Party shall pay its own costs and
expenses in relation to the negotiations leading up to the transactions contemplated hereunder and to
the preparation, execution and carrying into effect of this Agreement and all other documents
referred to in them which relate to the transactions contemplated under them. The cost associated
with the stamp duty payable on this Agreement, and the transfer of the Sale Shares (to the extent
applicable) and the valuation certificate referred to in Clause 4.1(f) shall be borne in equal
proportions by the Purchasers collectively and the Sellers collectively.

12. TERM AND TERMINATION

12.1 This Agreement shall come into effect from the Effective Date and shall remain in full force and
effect until the earlier of (i) termination by the Parties in pursuance of Clause 6.6 or otherwise by the
mutual consent of the Parties and (ii) one (1) year from the occurrence of Completion on the
Completion Date (assuming that Completion occurs).

12.2 Provisions of Clauses 1, 9, 14, 15 and 16 shall survive termination of this Agreement. Furthermore,
termination shall be without prejudice to the rights and remedies of any Party that have arisen or
accrued on or prior to such termination.

13. VIOLATION OF TERMS

13.1 The Parties agree that each Party shall be entitled to an injunction, restraining order, right for
recovery, suit for specific performance or such other equitable relief as a court of competent
jurisdiction may deem necessary or appropriate to restrain any other Party from committing any
violation or enforce the performance of the representations, warranties and obligations contained in
this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and
remedies the Parties may have at law or in equity, including without limitation a right for damages.

14. NOTICES

Unless otherwise stated, all notices, approvals, instructions, demand and other communication given or made
under this Agreement shall be in writing and may be given by email (provided that it is
supplemented by a facsimile within two (2) days), facsimile, by personal delivery or by sending the
same by pre-paid registered mail addressed to the relevant Party at its address and fax number set out
as follows (or such other address or fax number as the addressee has by five (5) days' prior written

SPA - Draft
 notice specified to the other Parties):

To: The Purchasers

Attn.: [●]

Address: [●]

Email: [●]

Facsimile: [●]

To: The Company

Attn.: [●]

Address: [●]

Email: [●]

Facsimile: [●]

To: The Sellers

Attn.: [●]

Address: [●]

Email: [●]

Facsimile: [●]

14.1 Any notice, approval, instruction, demand or other communication so addressed to the relevant Party
shall be deemed to have been delivered (i) if given or made by registered mail, upon receipt by the
addressee; (ii) if given by personal delivery at the time of delivery to the addressee; (iii) if given or
made by facsimile, upon receipt of a transmission report confirming dispatch and (iv) if given or
made by electronic mail, upon a confirmation of transmission being recorded on the server of the
Party sending the communication, unless the Party receives a message indicating failed delivery.

15. GOVERNING LAW JURISDICTION AND DISPUTE RESOLUTION

15.1 This Agreement (and any non-contractual obligations arising out of it or in connection with it and
any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way
relating to this Agreement or its formation) together with all rights and obligations of the Parties
arising under this Agreement shall be governed by and construed in accordance with the laws of
[India / [●]].

15.2 Any controversy, conflict or dispute of any nature arising out of or relating to or in connection with
the provisions of this Agreement between the Parties, or any of them, shall be settled exclusively and
finally by arbitration, in accordance with the [Arbitration and Conciliation Act, 1996]. The place of
arbitration shall be [●] and the arbitration shall be conducted in the English language. The arbitral
tribunal shall consist of three arbitrators, one of which is to be appointed by the Sellers and one by

SPA - Draft
 the Purchasers. The two arbitrators so appointed shall appoint the third arbitrator. The Parties agree
that the award of the arbitrators shall be final and binding upon the Parties.

15.3 Nothing contained hereinabove shall prejudice any Party's right to have recourse to any court having
jurisdiction for the purpose of interim or interlocutory orders.

15.4 Governing language

The language of this Agreement and the transactions envisaged by it is English and all
notices to be given in connection with this Agreement must be in English.

16. MISCELLANEOUS

16.1 No Partnership

Nothing contained in this Agreement shall constitute or be deemed to constitute a

partnership or association of persons between the Parties, and no Party shall hold itself out as an
agent for the other Party, except with the express prior written consent of the other Party.

16.2 Time

Any date or period as set out in any Clause of this Agreement may be extended with the
written consent of the Parties failing which time shall be of the essence.

16.3 Independent Rights

Each of the rights of the Parties hereto under this Agreement is independent, cumulative and
without prejudice to all other rights available to them, and the exercise or non-exercise of any such
rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this
Agreement or otherwise.

16.4 Counterpart

This Agreement may be executed in any number of originals or counterparts, each in the like
form and all of which when taken together shall constitute one and the same document, and any
Party may execute this Agreement by signing any one or more of such originals or counterparts.

16.5 Variation

No variation, amendment or modification of this Agreement shall be binding on any Party

unless such variation is in writing and signed by each Party.

16.6 No Assignment

No Party shall assign any of its rights and obligations under this Agreement without the
approval of the other Parties.

16.7 Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any
prior, concurrent or subsequent breach of the same of any other provisions hereof, and no waiver
shall be effective unless made in writing and signed by an authorized representative of the waiving

SPA - Draft
 Party.

16.8 Severability

If any provision of this Agreement is invalid, unenforceable or prohibited by Applicable

Law, this Agreement shall be considered divisible as to such provision and such provision shall be
inoperative and shall not be part of the consideration moving from either Party hereto to the other,
and the remainder of this Agreement shall be valid, binding and of like effect as though such
provision was not included herein.

16.9 Supercession

Except as otherwise agreed among the Parties, this Agreement constitutes the entire
agreement of the Parties as to its subject matter and supersedes any previous understanding or
agreement on such subject matter.

SPA - Draft
 SIGNATURE PAGE

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year
first above written.

Signed and delivered for and on behalf of

For and on behalf of [●]

Authorised Signatory
Name:
Designation:

For and on behalf of the Seller 1

Authorised Signatory
Name:
Designation:

For and on behalf of the Seller 2

Authorised Signatory
Name:
Designation:

For and on behalf of the Purchaser 1

Authorised Signatory
Name:
Designation:

For and on behalf of the Purchaser 2

Authorised Signatory
Name:
Designation:

SPA - Draft