SHAREHOLDERS AGREEMENT

SHAREHOLDERS AGREEMENT

THIS AGREEMENT is entered into on the .................... day

of ...................., 20..... BETWEEN (1) Verify (Mauritus) Limited, a
Company incorporated and existing under .................... law and having
its registered office in .................... and , hereinafter called “Acquirer”
(which expression shall, unless repugnant to the meaning or context
thereof, be deemed to include its successors, assigns and affiliates),
represented by its duly authorized representative, of the FIRST PARTY;

AND

(2) Vivek Aggarwal, son of Mr. Baldev Krishna Aggarwal, resident of

999, Sector-15, Faridabad, Haryana- 121002, hereinafter called
“Seller” the SECOND PARTY;

AND

(3) Ashish Sonal S/o Chandra Mohan resident of 1500 B, Beverly Park, II
DLF Phase-2, Gurgaon, Haryana- 122003, hereinafter called “Seller”the
THIRD PARTY.

WHEREAS

Agreements have been entered into between the First Part and Second
Party and Third Part as follows:

1. The First party enters into an agreement to acquire the shares of

the Company “TP Verify Screening Private Limited” a Company
incorporated under the Companies Act, 1956 of Indian Law.
2. The Two shareholders of the Company “TP Verify Screening
Private Limited” who holds 100% of the equity of the Company
referred herein as second and third part of an agreement is
interested to sell their equity to the First Party.

This agreement witness as follows:

1. The First Party acquire the Equity shares of 5000 @ Rs.10 from
the Second Party and 4990 shares @10 from the Third party as
per the fair value calculation based on the certificate of the
Company Secretary in whole time Practice in this regard.
2. The agreement is entered Subject to compliance with Indian law,
which is at the time of agreement is in force.
 3. The First party shall take all action to ensure that at all times the
Articles reflect the provisions of this Agreement. To the extent
that any of the provisions contained herein are additional to the
provisions contained in the Articles, the Shareholders agree to do
all such things and take all such actions to procure that the
provisions of this Agreement are put into effect.
4. This Agreement shall become effective and binding on the
Parties on the date that the Shares in the Company are
transferred to the First Party and the name of the first party has
been entered in to the Register of the members of the Company.
5. This Agreement shall continue in full force and effect and shall
bind the Parties until terminated immediately by notice in writing
to the other Party (but not after.................... days of the event.
6. This Agreement shall be governed by and construed in
accordance with the Indian law.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which

shall be deemed an original and all such counterparts shall constitute
one and the same agreement.

IN WITNESS WHEREOF, the parties acknowledge that they have read,

understood and have executed this Agreement below and agree to be
bound by its terms.

IN WITNESS WHEREOF the undersigned have executed this

agreement as of the day and year first written above.

Verify (Mauritus) Limited

(First Party)

(______________)
Director

Vivek Aggarwal Ashish Sonal

(Second Party) ( Party)
Witness:

1.

2.