[DRAFT]

SHARE PURCHASE AGREEMENT

AN AGREEMENT made on this [26th day of March 2009] at Mumbai, between

M/s. .PRIVATE LIMITED, a private limited
company incorporated under the Companies Act, 1956 and having registered office at
.. (hereinafter referred to as the "Company) of the one part; and
Mr. .., S/o .. residing .. (hereinafter referred to
as the First Transferor") of the second part; and
Mrs. .., W/o .. residing at .. (hereinafter referred
to as the Second Transferor") of the third part; and
Mr. .., S/o .. residing at ... (hereinafter referred
to as the First Transferee"), of the fourth part; and
.., S/o .. Jointly with Mr. .. s/o ..
residing at ... (hereinafter referred to as the Second Transferee"), of the
fifth part.
The the First Transferor and the Second Transferor wherever the context requires
are collectively refereed to as Transferors.
The the First Transferee and the Second Transferee wherever the context requires
are collectively refereed to as Transferees.
The Transferors and Transferees wherever the context requires are collectively
refereed to as parties.

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WHEREAS:(B) The Company is an newly incorporated entity having being incorporated on 22nd
September 2008 and has not yet commenced any business activities. The present
authorised share capital of the Company is Rs 5,00,000 (divided into 50,000 equity
shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the
Company is Rs 1,00,000 comprising of 10,000 fully paid up equity shares of Rs. 10/each described in the schedule hereunder written are owned and held by the
Transferors. Shareholders special resolution for increase in authorised capital of
company from Rs. 1,00,000 to Rs. 5,00,000 has been passed in Extra Ordinary General
Meeting of the company held on 24 March 2009 at the registered office of the Company
and the requiste statutory forms has been filed with Registrar of Companies on 25 March
2009.
(C) The Transferors are the registered and the beneficial owner of 10,000 Equity Shares
of Rupees Rs 10/- each in the Company (hereinafter referred to as the "Sale Shares")
representing 100% percentage of the issued and paid up capital of the Company. The
break-up of the above mentioned share-holding of different persons who are collectively
referred to as the Transferors hereinafter as is set out as under:
Share
Certificate
No. / Folio No.
01 / 01
01 / 02

Distinctive No.
0001 to 5000
5001 to 10,000

Name of Shareholder
Mr. ..
Mrs. ..

No. of
Shares
5,000
5,000

Face Value
10
10

(D) The Transferees are desirous of purchasing the said Sale Shares held by the
Transferors in the Company and thereby acquiring control and management of the
Company subject to the fulfillment of the preconditions and other terms and conditions
set out herein.
(E) Subject to the receipts of all the approvals and consents described in Clause 1 and 2
below, the Transferors has agreed to sell the Sale Shares to the Transferees and the
Transferees has agreed to purchase the Sale Shares at the price and subject to and
upon the terms and conditions herein contained.
(F) The parties are desirous of recording the terms agreed upon amongst them for the
acquisition by the Transferees of the Sale Shares of the Transferors in the Company and
take over of the management of the Company by the Transferees in the manner
recorded herein.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. SALE AND PURCHASE

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1.1 The parties shall complete the transaction as under :(i) the Transferees shall pay to the Transferors by Demand Drafts/ cheques the amount
of Rs.1,00,000/- (Rupees One Lac Only) towards the full consideration payable under
this Agreement with in a period of six days from the date of this Agreement.The
Transferees have already paid a sum of Rs. 1,00,000 (Rupees One Lac Only) to the
Transferors which the Transferors do hereby acknowledge receipt.
(ii) against the receipt of the aforesaid amounts, the Transferors shall deliver to the
Transferees
or
its
nominees
:
(a) Original Share certificates representing the Sale Shares together with duly executed
and stamped Share Transfer forms in favour of the Transferees or their nominees;
(b) Unconditional letters of resignation of all the Directors of the Company from the
Transferors and further with acknowledgements that the said Directors have no claim
against the Company for compensation for loss of office or on any other account
whatsoever;
(c) an unconditional and irrevocable letter of discharge addressed to the Transferees
and acknowledging full and final payment of the Consideration and discharging the
Company and the Transferees from any further liability or obligations in relation to the
Consideration received;
(d) A duly executed Board Resolution of the Company approving the transfer of the
entire Sale Shares to the Transferees and execution of the agreement.
(iii) The company shall convene a Board Meeting to:
(a)
(b)
(c)
(d)
(e)
(f)

Approve the transfer of the Sale Shares from the Transferors to the
Transferee and/or their nominees.
Appoint the Transferees who are nominee to be appointed as an additional
Director on the Board.
Accept the resignation of the Transferors from the Board.
Pass a resolution canceling all powers of attorney issued by the Company.
Approve the change of registered office from its present address to
Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai 400 079.
Provide to the Transferors and the Transferees a certified true copy of the
minutes of its meeting recording the transfer of Sale Shares in Transferees
and/or its nominees favour and acceptance of the Transferors nominee
Directors from the Board.

1.2 The Transferees shall be deemed to have taken over effective control of the
management of the Company on reconstitution of the Board of Directors of the Company
as envisaged in clause 1.1 above. Immediately on reconstitution of the Board of

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Directors of the Company as aforesaid, Reconstituted Board of Directors of the

Company shall be entitled to take charge of the Company along with all the original
documents of title, registers, books of accounts and documents relating to the Company
and its affairs.

2. CONDITION PRECEDENT
2.1. Subject to the fulfillment of all the conditions precedent mentioned below, the
Transferors hereby agree to sell and transfer to the Transferees and/or their nominee/s
and the Transferees hereby agree to purchase and acquire from the Transferors all the
Sale Shares held by the Transferors in the Company free from all encumbrances,
charges, liens pledge, mortgage and claims at or for a price of Rs.10/- per share and on
the terms and conditions recorded herein. The conditions precedent required to be
fulfilled prior to the purchase of all the shares of the Transferors in the Company by the
Transferees are as under:(a) The Transferors submitting, the audited balance sheet and Profit and Loss Account of
the Company as on the Signing Date reflecting true, correct and fair view of the financial
affairs of the Company..
3. REPRESENTATIONS AND WARRANTIES
3.1 The Transferors and Transferees and company represent and warrants that the
recitals as mentioned above pertaining to the respective parties are true and correct.
The recitals shall be construed to be part and parcel of this agreement.
3.2 The Transferors hereby represents and warrants to the Transferees that:(a) The Transferors are the full, legal and beneficial owner of 10000 equity shares of the
company representing 100% of the total paid up share capital of the company which
equity share have been properly allotted and issued and each fully paid up and are free
from encumbrances, hold controlling interest in the share capital and management of the
Company.
(b) The Company is validly incorporated and existing under the laws of India. A true and
complete copy of the memorandum and article of association of the Company as on date
is enclosed as Annexure A of this Agreement.
(c) Company is in compliance, in all material respect with all applicable laws whether
central, state or local including rules, regulations etc. made there under, if any, relating to
ownership and the conduct and has not received any notice of any alleged noncompliances under any law whatsoever.
(d) The Company has not established or maintained any unrecorded fund or asset for
any purpose, or made any false entries on any books or record for any purposes
whatsoever.

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(e) The Company do not have any liability of any nature whatsoever except those
provided in the certified balance sheet of the Company, which is enclosed as Annexure
B.
(f) The Company do not have any direct or indirect tax liability under Income Tax Act,
1961, Sales Tax Act or under Central Sales Tax Act, as on the Signing Date of this
agreement.
(g) The Transferors has full power to enter into and perform this Agreement and has
where appropriate, taken all necessary corporate action for the execution hereof and this
Agreement constitutes when executed, the valid and binding obligations on the
Transferors in accordance with its terms;
(h) The Transferors possesses good title to the Sale Shares and is at liberty to sell the
same;
(i) The Sale Shares are free from all charges, liens, pledge, mortgage or any other
encumbrances
etc;
(j) During the subsistence of this Agreement, the Transferors agree and undertake not to
sell or transfer or agree to sell or transfer their shareholding in the Company or any part
thereof to any other party without the previous written consent of the Transferees;
(k) During the subsistence of this Agreement, the Company agrees and undertakes not
to issue any shares in the Company;
(l) The Transferors shall handover to Transferees all the old and existing original records
relating to the setting up of the Company and its business operations.
(m) The Transferors confirming in writing that they do not have any claim against the
Company whatsoever.
3.3 The Transferees represents and warrants to and with the Transferors that :(a) the Transferees has full power and necessary resources to enter into and perform
this Agreement and has where appropriate taken all necessary actions for the execution
hereof and this Agreement constitutes when executed the valid and binding obligations
of the Transferees in accordance with its terms; and
4. DEFAULT
If all the pre-conditions specified in clause 2 above are not fulfilled or if the obligations of
the Parties specified in clause 1 above are not fulfilled, either party shall be entitled to
terminate this Agreement by giving to the other a notice in writing of their intention to do
so and in case of such termination, all obligations of the parties hereunder shall cease
and determine and neither party shall have any claim against the other.

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5 LIABILITY / INDEMNITY
5.1 That all liabilities of any nature whatsoever including but not limited to disclosed
liabilities, undisclosed liabilities, contingent liabilities of the Company prior to the close of
business hours on Signing Date, as mentioned in clause 3.2 above shall be to the
Transferors account and the Transferors shall be liable and responsible for the effective
discharge of the same in all respects and also for their consequences.
5.2 That Transferors shall keep harmless and indemnify Transferees against all losses,
liabilities damages, costs, expenses, consequences etc. of any nature whatsoever if any
incurred or suffered by Transferees including but not limited to
(a) any concealment or non-disclosure of any claim against the Company, or inaccuracy
in any Transferors 's warranty or any breach of any covenant, obligation or agreement by
the Transferors set forth in this agreement;
(b) any claim, charge or assessment made by any government body arising from act or
omissions of the Company prior to the close of business hours on signing date, except to
the extent disclosed in the accounts.
6 ARBITRATION & JURISDICTION
6.1 If any dispute arises between the parties hereto during the subsistence of this
Agreement or thereafter in connection with the validity, interpretation, implementation or
any alleged breach of any provision of this Agreement or relating to any question with
reference to or in connection with this agreement, including the question as to whether
any termination of this Agreement by either party hereto has been legitimate, the parties
hereto shall endeavor to settle such dispute amicably within 30 days from raising of the
dispute by either of the parties.
6.2 In case the said dispute could not be resolved amicably within the said period of 30
days, then dispute shall be referred to a sole arbitrator or in case of disagreement as to
the appointment of the sole arbitrator to three arbitrators, one of whom will be appointed
by the Transferors and the second by the Transferees and the third presiding arbitrator
shall be appointed by the two arbitrators. The arbitrators will give their award within six
months from the date of reference of disputes to them. The award of the arbitrator shall
be final and binding on the parties. The venue of the arbitration shall be at New Delhi.
The arbitrators shall have summary powers and the parties shall comply with all the
directions, orders and awards of the arbitrator(s).
6.3 The arbitration proceedings shall be governed by the Arbitration and Conciliation Act,
1996 or any statutory modification or re-enactment thereof.
6.4 The provisions of this Section shall survive termination of this Agreement.
6.5 It is agreed between the parties hereto that Courts in Mumbai alone shall have

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jurisdiction to entertain and try suits and other legal proceedings, if any, between the
parties hereto.
7 NOTICE
7.1 Any notice or other communication provided for in this Agreement shall be in writing
and shall be transmitted by prepaid registered airmail or by courier in the manner as may
be elected by the party giving such notice to :
Transferors:
36 D Narendra Sadan,
3rd Floor, Mugbhat,
Cross Lane,
Girgaon,
Mumbai - 400 008
Transferees:
Behla Court, 24,
Ramchandani Marg,
Apollo Bunder,
Mumbai 400 039
7.2 Any of the parties hereto may, from time to time, change their address or
representative for receipt of notices provided for in this Agreement by giving to the other
not less than 7 days prior written notice.
8 FORCE MAJEURE
No party shall be liable for its inability or delay in performing any of its obligations
hereunder if such delay is caused by circumstances beyond the reasonable control of
the party including delay caused through flood, riot, Act of God, lightning, civil
commotion, storm, tempest and earthquake.
9 WHOLE AGREEMENT
This agreement constitutes the whole agreement between the parties hereto and it is
expressly declared that no variation hereof shall be effective unless made by the parties
hereto in writing.
10. TIME
Time wherever mentioned shall be of the essence of this Agreement.
11. FURTHER DEEDS AND ACTS
The parties hereto shall execute and do and procure all other necessary persons or

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companies, if any, to execute and do all such further deeds, assurance, acts and things
as may be reasonably required so that full effect may be given to the terms and
conditions of this Agreement.
12 INTERPRETATION
12.1 In this Agreement unless there be something in the subject or context inconsistent
herewith, words importing the singular or the masculine gender only include the plural
number or the feminine gender and words importing persons include corporations and
the expressions the " Transferees" and the " Transferors " include their respective
successors-in-title, legal heirs and permitted assigns.
12.2 The captions are for convenience or reference only and shall not be used to
construe or interpret this agreement.
13 COSTS
The costs of and incidental to this agreement including the stamp fees for the transfer
and registration of the Sale Shares shall be borne and paid for by the Transferees.
14 CHANGE OF NAME
It is agreed upon between the parties that the Transferees may / may not change the
name of the Company.
15 FINALITY OF AGREEMENT
After completion of this Agreement, the parties hereby agree that subject to Clause 5 &
6, no party shall have any claim whatsoever against any other party in respect of and/or
in relation to the affairs of the Company.
IN WITNESS WHEREOF that the parties hereto have executed this Agreement on the
day and year first hereinabove written.
SIGNED AND DELIVERED by in the presence of :
For BUILD TOUGH PROPERTIES PRIVATE LIMITED

Director

Director

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For TRANSFERORS
SIGNED AND DELIVERED by Mr._________________

in the presence of : )

SIGNED AND DELIVERED by Mr._________________

in the presence of : )

For TRANSFEREES
SIGNED AND DELIVERED by Mr._________________

in the presence of : )
SIGNED AND DELIVERED by Mr._________________

in the presence of : )

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