Specimen of a Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT is entered into on this [●] day of [March], 2008 at [Mumbai / New Delhi]

AMONGST

1) ______________ an individual, residing at _____________(hereinafter referred to as a “Seller No. 1” which expression shall, unless repugnant to the context thereof, means and includes his legal heirs, executors, administrators, and permitted assigns) of the FIRST PART;

AND

(2) _________ having its principal place of business at _______052, (hereinafter referred to as a “Seller No. 2” which expression shall, unless repugnant to the context thereof, means and includes its legal heirs, executors, administrators, and permitted assigns) of the SECOND PART;

AND

(3) _________having its principal place of business at -______________________ 052 (hereinafter referred to as a “Seller No. 3” which expression shall, unless repugnant to the context thereof, means and includes its legal heirs, executors, administrators, and permitted assigns) of the THIRD PART;

AND

(4) ____________________ an individual, residing at _____________052 (hereinafter referred to as a “Seller No. 4” which expression shall, unless repugnant to the context thereof, mean and include her legal heirs, executors, administrators, and permitted assigns) of the FOURTH PART;

AND

(5) Mrs. Sarla Totla, an individual, residing at AD-97, Shalimar Bagh, Delhi 110 052 (hereinafter referred to as a “Seller No. 5” which expression shall, unless repugnant to the context thereof, mean and include her legal heirs, executors, administrators, and permitted assigns of the FIFTH PART; AND

(12) _____________, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ______________________ (hereinafter referred to as the “Purchaser” which expression shall, unless repugnant to the context thereof, mean and include its successors, administrators, and permitted assigns) of the ________________

(the Parties of the