THIS ASSIGNMENT OF SHARE (this
“Agreement”) is made and entered into as of [—], by and between ____________(“Assignor”)
and [—] (“Assignee”).
RECITALS
WHEREAS, Assignor is the owner and
holder of [—] shares of common Share, par value Rs.____ per share (the
“Shares”), of __________________., a ___________ (the “Company”); and
WHEREAS, Assignor wishes to convey [—]
Shares (the “Conveyed Shares”) to Assignee.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1.
Recitals.
The recitals contained hereinabove are acknowledged by the parties as being
true and correct and are incorporated by reference herein.
2.
Assignment.
Assignor hereby assigns, sells, conveys, transfers and sets over unto Assignee,
its successors and assigns, all right, title and interest of Assignor in and to
the Conveyed Shares, free and clear of all liens, claims, charges and
encumbrances, other than any encumbrances arising from security interests
granted by Assignee to Assignor in connection with the conveyance of the
Conveyed Shares, as more fully set forth herein. Assignor hereby represents and
warrants to Assignee that (i) Assignor is the sole legal and beneficial owner
of the Conveyed Shares, (ii) Assignor owns the Conveyed Shares free and clear
of all liens, claims, charges and encumbrances, and (iii) Assignor has the full
power and authority to assign, sell, convey, transfer and set over to Assignee
all of Assignor’s right, title and interest in and to the Conveyed Shares, and
no approval or consent of any person, court or other governmental authority or
agency is required in connection with this Agreement.
3.
Consideration.
As consideration for the assignment of the Conveyed Shares Assignee has
executed and delivered to Assignor a Secured Promissory Note (Non-Recourse), in
the amount of $[—] the form of which is attached hereto as Exhibit A. As
security therefore, Assignee has executed and delivered to Assignor a Share
Pledge Agreement, the form of which is attached hereto as Exhibit B.
4.
General
Provisions.
·
Entire
Agreement. This Agreement contains the entire agreement of the parties hereto
with respect to the subject matter hereof and the transactions contemplated
herein, and supersedes all prior understandings and agreements (oral and
written) of the parties with respect to the subject matter hereof.
·
Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the greatest extent possible.
·
Governing
Law; Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of ___________ applicable to contracts made and to
be performed in that State. Venue of any action arising out of this Agreement
shall lie exclusively in __________________.
·
Further
Actions. Assignor agrees to execute such addition documents, Share powers and
letters of direction as may be necessary to effect the assignment contemplated
hereby.
{Signature Page to Follow}
IN WITNESS WHEREOF, Assignor and
Assignee have caused this Assignment to be duly executed as of the date first
above written.
ASSIGNOR: ASSIGNEE:
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