Memorandum of Understanding THIS Memorandum of Understanding is made at Mumbai, Maharashtra on this ___ day of _______, 2012 between

A.

(i) _________________ an Indian Company incorporated under the through its director, Mr. ______________, (hereinafter

provisions of Companies Act, 1956, having its registered office at _____________ collectively referred to as Acquirers), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include their respective heirs, executors, its administrators, successors and assigns), of the First Part AND

B.

(i) Mr. / Mrs. __________________, an Indian inhabitant, son / daughter

of Mr. _______________ residing at__________________________________ , (ii) Mr. / Mrs. __________________, son / daughter of Mr. ________________, residing at _______________, (hereinafter collectively referred to as Selling Shareholders) (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include their respective heirs, executors, administrators, successors and permitted assigns) of the Second Part, WHEREAS:

I.

The Selling Shareholders own __________ (_________only)Equity Shares

of INR _____________ (Rupees _____only) each, amounting to __________% of the total Equity Share capital of ___________ Ltd. (hereinafter referred to as said Shares more particularly described in Annexure A), a company listed on the Bombay Stock Exchange and having its registered office at ________________________(hereinafter referred to as Company).

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II.

Parties to the Agreement are desirous of recording into writing the

terms and conditions of the transaction. NOW, THEREFORE, THIS INDENTURE WITNESSETH IT AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS MEMORANDUM OF UNDERSTANDING RECORDS AS UNDER:

1.

The Selling Shareholders desire to sell the said Shares to the

Acquirers and the Acquirers desire to purchase the said Shares from the Selling Shareholders in terms of this Memorandum of Understanding subject to the compliance with the obligations if any under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and even the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2011 or any other related compliances.

2.

The Acquirers desire to Purchase the said Shares from the Selling

Shareholders either directly or through their authorized agents/ affiliates and the Selling Shareholders agree to sell the said Shares at of for a consideration of INR __________ (Rupees _____ only) per equity share of face value INR ___\- for an aggregate consideration of INR __________ (Rupees ______ only),

3.

The Selling Shareholders agree to save, defend, keep harmless and

indemnified the Acquirers against any claim, costs, expenses, damages, charges, losses and liabilities which the Acquirer may suffer or incur at any time and/or from time to time, on account of breach of any of the declarations or covenants or representations given by the Selling Shareholders or due to any defect in title of the Selling Shareholders in the said Shares. 4. The Selling Shareholders as promoter shareholders agree not to sell,

lease or otherwise dispose off any of the material assets of the Company till such time as envisaged in Clause 5 below.

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5.

The Parties to the Memorandum of Understanding agree that the

Acquirers will be the exclusive party for this transaction for a period of ___________Months and within such a period the Selling Shareholders shall not approach or negotiate with any other party for any transaction for sale or otherwise disposing off the said Shares or any part thereof.
6.

The Selling Shareholders as part of promoter group will give access

to all the information in their control with regard to the Company and will extend their full support for the purposes of the Acquirers.
7.

The Selling Shareholders declare, confirm, covenant and represent to

the Acquirers that:

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a) The

documents and

provided

to

the of

Acquirers this

during

the of

preparation

negotiation

Memorandum

Understanding were provided by the Selling Shareholders and its and/or their representatives and advisors in good faith and, are true, accurate and not misleading. The information in respect of the said Shares as described in Annexure A is true, complete and accurate as at the date of this Memorandum of Understanding. No representation, warranty or statement by the Company and/or the Selling Shareholders in this Memorandum of Understanding, or in any Exhibit, Schedule, statement or certificate furnished to the Acquirers pursuant to this Memorandum of Understanding contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading.
c)

b)

The Company has been duly incorporated and organized, and validly exists under the laws of India. The Company has the corporate power and authority to own, hold, use and operate its Assets and to carry on its business as currently conducted.

d) Copies of the Charter Documents (having attached thereto copies of all such resolutions as are required by law to be attached thereto and all amendments made to date) that have been delivered to the Acquirers are true and complete. All legal and procedural requirements and other formalities concerning such Charter Documents have been duly complied with in all material respects. e) The particulars of the share capital and the other particulars of the Company, set forth in Annexure B are true, complete and correct and constitute a correct description of the share capital.

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f) The Selling Shareholders have the legal right, power and authority and the Company has the corporate power and authority to, as the case may be, execute, deliver and perform this Memorandum of Understanding. All action on the part of the Company and the Selling Shareholders and all corporate for the action on the part of the Board of and and the the of shareholders of the Company, as the case may be, necessary authorisation, execution, under delivery this performance of all obligations of the Company and the Selling Shareholders respectively Memorandum Understanding has been taken.
g)

This Memorandum of Understanding when executed be valid and binding obligation of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with its terms except as such enforceability may be limited by applicable moratorium generally. As bankruptcy, or similar of date insolvency, laws affecting as hereof, re-organisation, creditors' the rights Selling

regards

Shareholders, there is no applicable bankruptcy, insolvency, re-organisation, moratorium or similar laws affecting creditors' rights generally. h) No consent, approval, order or authorisation of, or

registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery and performance by the Selling Shareholders of this Memorandum of Understanding or the consummation of the transactions contemplated by this Memorandum of Understanding.

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i)

Consent or prior approval of the various Exchanges, SEBI, RBI, or any other regulatory body as applicable in connection with the acquisition of selling share holders shares by the acquirer, is required for the parties to the Memorandum of Understanding to successfully act upon the Memorandum of Understanding. i.e. in case of non compliance or non approval by the various Exchanges, RBI, SEBI or any other regulatory body as applicable, this agreement or Memorandum of Understanding will not be acted upon by any of the parties to the agreement.

j) The execution and delivery by the Selling Shareholders of this Memorandum of Understanding to which it is a party and the performance by the Selling Shareholders of their obligations under this Memorandum of Understanding do not and will not :
i)

constitute a breach or constitute a default under any Charter Documents of the Company;

ii) result in a breach of, or constitute a default under, conflict with or result in termination of or give rise to a right of any Person to terminate, any Contract to which the Company or the Selling Shareholders are a party or by which it is bound;
iii)

result in a default under or cancellation or revocation of any Consent required by the Selling Shareholders or the Company under applicable Law for the conduct of any part of its business;

iv) result in a violation or breach of or default under any applicable law or regulation or of any order, judgment or decree of any Governmental Authority to which the Company or the Selling Shareholders are a party or by which the Company or the Selling Shareholders are bound.

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k)

The Selling Shareholders are the absolute legal and beneficial owners, free of all Encumbrances, of the said Shares, have validly acquired and are authorized to validly hold the said Shares and all relevant Consents have been obtained and are currently in force and effect.

l)

The said Shares are freely transferable by the Selling Shareholders in accordance with the terms and conditions of this Memorandum of Understanding and are not subject to any pre-emption rights, lock-in, non disposal obligations or rights of first refusal for transfers thereof in favour of any shareholders or any other Person, whether contractual or otherwise.

m)

There

are

no

options,

Agreements

or

understandings

(exercisable now or in the future and contingent or otherwise) which entitle or may entitle any Person to create or require to be created any Encumbrance over any of the said Shares.
n)

The Acquirers will acquire a valid and marketable title to the said Shares and the said Shares will be duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and third party rights and interests.

o) There are no civil and/or criminal proceedings instituted by Income-tax, Sales-tax, Enforcement Directorate, Reserve Bank of India, or any other revenue or concerned authority against the Selling Shareholders. p) The Selling Shareholders are Indian Nationals and resident in India under the Foreign Exchange Management Act, 1999 as also under the Income-Tax, 1961;

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q)

No representations, warranties or statements made by the Selling Shareholders in this Memorandum of Understanding or the Annexures or Schedules or Exhibits attached hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made and at the time at which they were made, not misleading.

8.
during

All disputes, differences and questions whatsoever arising either the continuance of this Memorandum of Understanding or

afterwards between the parties hereto or their respective representatives touching these presents or the construction or application thereof or as to any act deed or omission of any of the parties hereto in any way relating to these presents shall be referred to a Sole Arbitrator Mr. __________. Such arbitration shall be held in Mumbai and shall be in accordance with the Arbitration and Conciliation Act, 1996 or any other statutory modification or re-enactment thereof for the time being in force in India. The award of the Arbitrators shall be final and will not be disputed in any Court of Law or before any other authority.

9.

The Parties to the Memorandum of Understanding hereby warrant

that they shall at all times keep confidential, any Confidential Information which is in their possession or which they may acquire in relation to the parties of the Memorandum of Understanding in relation to the clients, business or affairs of any other Party hereto and shall not use or disclose such information except with the consent of every other Party to this Agreement.

10.

No modifications or amendment of this agreement and no waiver of

the terms or conditions hereto shall be binding unless made specifically in writing duly executed by the parties hereto.

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11.

The date so agreed between the Purchasers and the Sellers for the

Completion shall hereinafter be referred to as the Completion Date. It is agreed between the Parties that the Completion Date shall be a date no later than the ______days / months of execution of the Memorandum of Understanding. . 12. This Memorandum of Understanding shall stand terminated and the

Transaction contemplated herein abandoned:

a) automatically, in the event that the completion of

the acquisition on selling shares does not occur within______days / months of execution of Memorandum of Understanding.. , Purchasers in writing.

b) at any time by mutual consent of the Sellers and the

IN WITNESS WHEREOF the parties hereto have executed these presents the day, month and year first hereinabove written. SIGNED AND DELIVERED by the ) Within named MR. _______________ ) ) In the presence of) Within named MR. _______________ ) ) In the presence of)

Within named MR. _______________ ) ) In the presence of) SIGNED SEALED AND DELIVERED) By the within named ______ LIMITED )

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by the hand of its Authorised Signatory ) Mr __________________, pursuant to the resolution dated ,.. passed by their Board of Directors In the presence of DATED THIS DAY OF ) ,2012 ) ) )

Annexure A Details of equity shares held by the Selling Shareholders.

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ANNEXURE B SHAREHOLDING PATTERN BEFORE AND AFTER COMPLETION Shareholding Pattern Before Completion Name of the Selling Shareholders No. of Equity Shares % shareholding

TOTAL Shareholding Pattern After Completion Shareholders No. of Equity Shares

100.0000%

% shareholding

TOTAL

100.0000%

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