Ara Law Share Purchase Agreement

D. The purchaser wishes to acquire the sales shares (defined below) which represent the sellers` share of the company. As a result, Acquirer proposed to acquire the sellers` shares and the sellers agreed to sell and transfer to the transferee (below) the above sale shares (free of all charges and accumulated with all rights, securities and interests contained in the terms of this agreement). NOW THEREFORE, taking into account the above considerations, the representations, guarantees, pacts and agreements provided for in this agreement and for other good and valuable counterparties whose maintenance and adequacy are now recognized, the parties vote as follows: B. [The company`s authorized equity capital is INR [] (Indian rupees [only) and divided into [] shares. The company`s issued and paid share capital is from the INR. [] [] [] [Indian rupees] divided into [[]) shares of INR [Indian Rupees []Only). Control (including conditions controlled by or under joint control) against a person refers to the direct or indirect power to direct or exercise a person`s direction or direction, whether by ownership of more than 50% (fifty per cent) of that person`s voting rights, by agreement or by any other means or by the power. , appoint more than half of the board of directors, or exercise similar powers over that entity, through contractual agreements or other means or by either other; C. On the reference date, sellers [[]) hold shares (defined below) representing [100] % of the company`s share capital on a fully diluted basis.

The company`s participation model on the effective date is defined in Schedule II. f. The sellers, the company and the purchaser have agreed to take certain insurance, guarantees, agreements and agreements relating to the transactions provided for in this agreement. A person`s partner (defined below) (the subject person) means (i) in the case of a person other than a natural person, any other person who, directly or indirectly by one or more intermediary persons, is controlled by the subject person (as defined below) or is under common control (defined below), including, but not limited to, a general partner. , the public servant or director of that person and any venture capital fund that exists now or later and is controlled by one or more general partners or shares the same management company with that person, and (ii) includes, in the case of a subject who is a natural person, any person who is directly controlled by the person or placed under joint control with the individual. and a parent (defined below) of such a person. “Previous Conditions” refers to conditions that set a precedent for the acquisition of sales activities, as defined in this agreement.

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