Agreement for Transfer of Shares

This Share Transfer Agreement (hereinafter referred to as the “Agreement”) is

entered and shall be effective as on .....day of March, 2024, by and between:

Transferor 1:

Mr…….. (hereinafter referred to as the "Transferor 2"and collectively as

“Transferors”);

AND

Transferee:

Mr……. (hereinafter referred to as the "Transferee").

The Transferor and the Transferee are collectively referred to as the "Parties" and
"Party" individually.

WHEREAS, the Transferors are the registered proprietors of shares and are
desirous of transferring the shares to the Transferee.

WHEREAS, the Transferee has agreed to acquire the shares from the Transferors.
AND

WHEREAS,...., a company incorporated under the Companies Act, 2013 (hereinafter

referred to as the "Company").

● The Company has issued and allotted … equity shares of INR … each to
Transferors in a proportion of … to Transferor … equity shares to Transferee.

● Current equity division among the Parties to this Agreement is in proportion to

….gshares to Transferor, … to Transferee each of INR .. following the first share
transfer of the Company which was executed on …., 2024.

● Transferors intend to transfer …equity shares collectively in a proportion of ….

shares by Transferor and INR .. Kaeach held by them in the Company to Transferee,
and Transferee intends to accept the transfer of such shares.

NOW, THEREFORE,

In consideration of the mutual covenants and agreements set forth in this

Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Sale and Purchase of Shares:

The Transferor agrees to sell and the Transferee agrees to purchase the Shares for
the total purchase price of INR …. , to be paid by the Transferee to the Transferor on
the execution of this Agreement.

2. Transfer of Shares

The Transferor agrees to transfer the Shares to the Transferee in accordance with
the provisions of the Companies Act, 2013 and the rules and regulations made
thereunder. The Transferors transfers the title of the shares to the Transferee in
consideration of the amount 'Specified in the Transfer Price'. The transfer is absolute
and includes all the rights to capital, voting rights, dividends of the shares. The
Transferors will transfer the shares to the Transferee on the effective date ...-2024.

3. Transfer Price

The shares shall be transferred on the price INR …per share for total …Shares as
agreed by the Parties which the Transferee shall pay to the Seller in full on or before
...-01-2024

4. Cost of Transfer

It is agreed that the cost of registering the transfer of the Shares (if any) or any other
cost incurred during the transfer of shares shall be borne by the Transferee.

5. Warranty and Indemnity

It is agreed that the Transferors are the true and lawful owners of the shares and are
entitled to all the benefits. There are no charges or obligations over the shares. The
Transferors has the authority to transfer the shares and enter into the Agreement.

6. Shares

The following comprises shares for transfer:

i. Name & Address of the Company: ., having its registered office at .

ii. iii. iv.

Number of Shares: … SHARES Class of Shares: EQUITY SHARES

Face Value: INR ..

7. Termination

Either Party may terminate/cancel this Agreement by written notice to the other
Party. In case of breach of the terms and conditions herein by any Party, the Party in
breach shall remedy it within 45 days upon receiving such notice of the breach.
Failure to remedy the breach will lead to the termination of this Agreement without
prior notice.

8. Representations and Warranties

8.1.The Transferors represents and warrants to Transferee that:

8.1.1. they are the legal and beneficial owner of the shares being transferred under
this

Agreement;

8.1.2. the Shares are not subject to any liens, encumbrances, or other claims or
interests

of any nature whatsoever, except as disclosed in writing to the Transferee prior to

the execution of this Agreement;

8.1.3. the Transferors has good and marketable title to the Shares;

8.1.4. the Transferors has the right and authority to sell the Shares to the Transferee;

8.1.5. the shares are fully paid and non-assessable;

8.1.6. the transfer of the shares under this Agreement does not violate any
agreement or

law; and

8.1.7. the execution and delivery of this Agreement by Transferors, and the
performance

of Transferors's obligations hereunder, do not and will not conflict with, or result in a
breach of, any of the terms, conditions, or provisions of any agreement or instrument
or violate any provision of the memorandum or articles of association of the
Company, or any law, regulation, order, judgment or decree applicable to the
Transferor or the Company;

8.1.8. the Shares are being sold without registration under the Securities Act of
1933, as amended, or under any state securities laws and that the Transferee is
acquiring the Shares for its own account, for investment and not with a view to, or for
resale in connection with, any distribution thereof.

8.2.The Transferee represents and warrants to Transferors that:

8.2.1. he has the legal capacity to enter into this Agreement and to purchase the
shares;

8.2.2. the Transferee will comply with all applicable laws in relation to the purchase
and ownership of the Shares;

8.2.3. the execution and delivery of this Agreement by Transferee, and the
performance of Transferee's obligations hereunder, do not and will not conflict with,
or result in a breach of, any of the terms, conditions, or provisions of any agreement
or instrument or violate any provision of the memorandum or articles of association

of the Company, or any law, regulation, order, judgment or decree applicable to the
Transferee or the Company;

8.2.4. the Transferee is acquiring the Shares for its own account, for investment and
not with a view to, or for resale in connection with, any distribution thereof.

9. Covenants

9.1.Transferors covenants that he will do all such acts and things and execute all
such documents as may be necessary to give effect to the transfer of shares under
this Agreement.

9.2.Transferee covenants that he will do all such acts and things and execute all
such documents as may be necessary to give effect to the acceptance of the transfer
of shares under this Agreement.

10. Dispute Resolution

In the event of any disputes arising out of or in connection with this Agreement shall
be resolved by arbitration in accordance with the Arbitration and Conciliation Act,
1996. The arbitration shall be conducted in courts at Gurugram, Haryana, India.
There shall be only one Arbitrator which shall be appointed by the cumulative
decision of the Parties to this Agreement. The Arbitrator's decision shall be final and
will be binding on both the Parties.

11. Miscellaneous

11.1. Severability: In the event, any provision of this Agreement is deemed to be

invalid or unenforceable, in whole or part, that part shall be severed from the
remainder of this Agreement, and all other provisions shall remain in full force and
effect as valid and enforceable.

11.2. Governing Law: It is agreed that:

11.2.1. This Agreement is made under the exclusive jurisdiction of the laws of India.

11.2.2. Disputes under this Agreement are subject to the exclusive jurisdiction of the
courts of …, India.

11.3.3. Notwithstanding the terms of 11.2.2 both Parties agree that in the event of a
dispute they will enter into arbitration as per the terms mentioned in clause 10 before
a single arbitrator whose decision shall be final.

11.3.Variation: This Share Transfer Agreement shall be varied and any such variation
shall be made in writing by both the Parties. The Transferors hereby agrees to
indemnify and hold harmless the Transferee against any damages arising out of this
Agreement.

11.4. Notices: Any notices required or permitted by this Agreement shall be in writing
and only if it handed from one Party to another in person delivered by certified mail
or courier to the mentioned address or if delivered to the address for service of the
Party in question. Notices may only be served and delivered in English.

11.5. Entire Agreement: This is the entire Agreement regarding the terms and
conditions of the Company’s engagement. It supersedes all other agreements
between the Parties whether oral or written, relating to the subject matter hereof.

Acceptance and Signature:

IN WITNESS THEREOF, the Parties hereto have executed this Agreement as on the
day and year mentioned above.

Transferor 1 Transferee

Name Name

Signature Signature

Date