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Deadlock resolution and buy-sell agreement between shareholders

State of execution

Place of execution

Fills 3 places in the document.

Date of this Agreement, DD.MM.YYYY

Fills 2 places in the document.

Name of Shareholder A

Fills 4 places in the document.

Description of Shareholder A: for a company, CIN and registered office; for an individual, PAN and address

Name of signatory for Shareholder A

Name of Shareholder B

Description of Shareholder B: for a company, CIN and registered office; for an individual, PAN and address

Name of signatory for Shareholder B

Name of the Company

CIN of the Company

Registered office of the Company

Name of the authorised director of the Company

Date of the Board resolution of the Company, DD.MM.YYYY

Paid-up equity capital in Rs

Number of equity shares in issue

Face value per Equity Share in Rs

Each Shareholder holding fifty per cent / each Shareholder having a right of veto over the Reserved Matters

Date of the Shareholders’ Agreement, DD.MM.YYYY

Description of the business of the Company

Minimum days between the two meetings, e.g. 7

Maximum days between the two meetings, e.g. 21

Days before the year by which the budget must be approved, e.g. 30

Period to serve a Deadlock Notice in Business Days, e.g. 15

Period for the Board to reconsider in Business Days, e.g. 10

Advance circulation of position papers in Business Days, e.g. 3

Period for the Principals to meet in Business Days, e.g. 10

Period to agree a mediator in Business Days, e.g. 7

Name of the mediation institution

Duration of the mediation in days, e.g. 60

Period to refer to mediation in Business Days, e.g. 10

Cooling-off Period in days, e.g. 30

Increase in each revenue budget head, per cent, e.g. 5

Period to serve a Buy-Sell Notice in days, e.g. 30

Wait before serving a Buy-Sell Notice again in Business Days, e.g. 5

Period for the Recipient’s counter-notice in days, e.g. 30

Period for sealed bids in Business Days, e.g. 15

Name of the bid holder

Time and place for opening of bids

Minimum valid bid as a percentage of Fair Value, e.g. 90

Period for a further sealed bid in Business Days, e.g. 5

Premium on a call, per cent

Discount on a put, per cent

Period for a counter-notice under Option C in Business Days, e.g. 15

Period for evidence of funds under Option C in Business Days, e.g. 20

Period to appoint the Independent Valuer in Business Days, e.g. 10

Name of the appointing authority

Years for which the valuer must not have acted for a Party, e.g. 3

Period for valuation submissions in Business Days, e.g. 10

Period for comments on the draft valuation in Business Days, e.g. 7

Period for the final valuation report in days, e.g. 45

Maximum age of the Rule 21 valuation in days, e.g. 90

Price adjustment that allows withdrawal, per cent, e.g. 10

Period to withdraw after a FEMA adjustment in Business Days, e.g. 10

Period to apply for Regulatory Approvals in Business Days, e.g. 15

Business Day for Completion after the price is fixed, e.g. thirtieth

Business Day for Completion after the last approval, e.g. tenth

Long-stop period in days, e.g. 120

The Selling Shareholder / the Buying Shareholder

Period to change the name and stop using the marks in months, e.g. 6

Period for the Selling Shareholder’s election on default in Business Days, e.g. 20

Price on a reverse purchase after default as a percentage of the Buy-Sell Price, e.g. 90

Non-compete period in months, e.g. 24

Territory for the non-compete

Permitted holding in a listed company, per cent, e.g. 2

Grade of employees covered

Customer look-back period in months, e.g. 12

Period to amend the Articles in days, e.g. 30

Period to appoint the sale adviser in Business Days, e.g. 20

Name of the sale adviser

Period for third-party offers in months, e.g. 6

Minimum joint sale price as a percentage of Fair Value, e.g. 80

Period for the joint sale to complete in months, e.g. 9

A sole arbitrator / three arbitrators

By agreement, failing which under section 11 of that Act / under the rules of the arbitral institution named in Part C of Schedule 1

Seat of arbitration

DIN of the authorised director of the Company

Name and address of witness 1

Name and address of witness 2

Lead member of Shareholder A

Equity shares of Shareholder A

Percentage of Shareholder A

Demat / Physical (1)

Resident / Non-resident (1)

Nominee Directors of Shareholder A

Lead member of Shareholder B

Equity shares of Shareholder B

Percentage of Shareholder B

Demat / Physical (2)

Resident / Non-resident (2)

Nominee Directors of Shareholder B

Beneficiary of the guarantee or lender, A

Guarantee / Loan to the Company (1)

Amount of guarantee or loan, A

Release on replacement / Repayment at face value (1)

Beneficiary of the guarantee or lender, B

Guarantee / Loan to the Company (2)

Amount of guarantee or loan, B

Release on replacement / Repayment at face value (2)

Principal of Shareholder A

Notice address and e-mail of Shareholder A

Principal of Shareholder B

Notice address and e-mail of Shareholder B

Notice address and e-mail of the Company

Name of the arbitral institution

Name of the other Shareholder

3.1(a) / 3.1(b) / 3.1(c)

Describe the Deadlock Matter and the resolution proposed

Dates of the meetings at which the Deadlock arose

Name of the Shareholder serving the notice

Date of the Deadlock Notice, DD.MM.YYYY

Name of the Recipient

Date the Cooling-off Period ended, DD.MM.YYYY

Price per Share stated in the Buy-Sell Notice

Buy all your Shares / sell all our Shares to you

Name of the bidding Shareholder

Number of Shares bid for

Bid price per Share

Total bid amount

Reference of the bank funds letter

Drag-along notice to the minority shareholders, with the joinder and completion requirements

Reference number of the Drag Notice

Date of the Drag Notice, DD.MM.YYYY

Name of the Company

CIN of the Company

Registered office of the Company

Drag-along clause of the SHA

Date of the Shareholders’ Agreement, DD.MM.YYYY

Drag-along article of the Articles

Shareholding of the Dragging Shareholders, per cent

Name of the Buyer

Date of the Buyer’s offer, DD.MM.YYYY

Earliest drag date, DD.MM.YYYY

Drag threshold, per cent

Name of the investor whose consent is required

Minimum drag price under the SHA

Price per equity share in Rs

Expired without exercise / Not applicable under the SHA

Description of the Buyer: constitution, place of incorporation, registered office, CIN or registration number

Resident / not resident

Name and country of the ultimate beneficial owner of the Buyer

And no Government approval is needed / and Government approval has been applied for

Liquidation preference clause of the SHA

Escrow holdback, per cent

Name of the escrow agent

Escrow period in months

Name of the Rule 21 valuer

Date of the Rule 21 valuation certificate, DD.MM.YYYY

Government approval under Rule 6(a) of the NDI Rules / approval of the Competition Commission of India / no regulatory approval being required

Any other condition in the share purchase agreement

Proposed Completion Date, DD.MM.YYYY

Place of completion

Long-stop date for the drag, DD.MM.YYYY

Notice of the completion date in Business Days

Last date for delivering the drag documents, DD.MM.YYYY

Name and address of the person collecting the documents

Name of the director appointed as attorney

The power of attorney registered with your depository participant / the Articles

Rule 21 valuation certificate / Rule 57 valuation report

Contact person for the drag

Name of Dragging Shareholder 1

Name of Dragging Shareholder 2

Name of Dragged Shareholder 1

Folio or demat account of Dragged Shareholder 1

Class and number held by Dragged Shareholder 1

Price per security for Dragged Shareholder 1

Resident / Non-resident (1)

Name of Dragged Shareholder 2

Folio or demat account of Dragged Shareholder 2

Class and number held by Dragged Shareholder 2

Price per security for Dragged Shareholder 2

Resident / Non-resident (2)

Place of execution of the joinder

Date of the joinder, DD.MM.YYYY

Name of the Dragged Shareholder signing the joinder

PAN and address, or CIN and registered office, of the Dragged Shareholder signing the joinder

Date of the share purchase agreement, DD.MM.YYYY

Clauses of the SPA that do not bind a dragged seller

Fundamental warranties clause of the SPA

Name of the sellers’ representative

Name and address of the witness to the joinder

Buyer’s DP ID and client ID

Tag-along: notice of proposed sale and the minority’s exercise notice

Date of the Tag Offer Notice, DD.MM.YYYY

Name of the Company

CIN of the Company

Name of the Buyer

Tag-along clause of the SHA

Date of the Shareholders’ Agreement, DD.MM.YYYY

Tag-along article of the Articles

Name of the Selling Shareholder

Total shares held by the Selling Shareholder

Number of Sale Shares

Description of the Buyer: constitution, registered office, CIN or registration number, residential status under FEMA, ultimate beneficial owner

ROFR clause of the SHA

Date the ROFR period expired, DD.MM.YYYY

Price per equity share in Rs

Escrow holdback for the tag, per cent

Escrow period for the tag in months

Proposed Completion Date, DD.MM.YYYY

Conditions of the sale, e.g. Government approval, CCI approval, or none

Date of the Buyer’s offer, DD.MM.YYYY

Other than: Describe any such arrangement and its value

Will / will not

Name of Eligible Holder 1

Shares held by Eligible Holder 1

Tag proportion, per cent (1)

Tag entitlement of Eligible Holder 1

Yes: all shares / No (1)

Name of Eligible Holder 2

Shares held by Eligible Holder 2

Tag proportion, per cent (2)

Tag entitlement of Eligible Holder 2

Yes: all shares / No (2)

Tag exercise period in days

Period for completing the sale after the tag period, in days

The Sale Shares and the shares tendered by Eligible Holders will be reduced pro rata so that each sells the same proportion of its holding / I/we will not sell at all

Rule 21 valuation certificate / waterfall computation

Date of the Tag Exercise Notice, DD.MM.YYYY

Name of the Tagging Shareholder

Number of Tag Shares

My/our full tag entitlement / part of my/our tag entitlement / all my/our shares under the full tag on change of control

Demat / physical

DP ID and client ID, or folio, of the Tagging Shareholder

Resident / not resident

For a non-resident: tax residency certificate, Form 41, no permanent establishment declaration, any lower deduction certificate, and the FC-TRS declaration

Date the Buyer received the Tag Exercise Notice, DD.MM.YYYY

Place of execution of the undertaking

Date of the Buyer’s undertaking, DD.MM.YYYY

Description of the Buyer: constitution, registered office, CIN or registration number

Name of the Buyer’s authorised signatory

Date of the Buyer’s board resolution, DD.MM.YYYY

The Buyer / the Tagging Shareholder

Seat of arbitration for the tag undertaking

Name and address of the witness to the undertaking

Board resolution and completion checklist for a share transfer under drag-along or tag-along

Name of the Company

Date of the Board meeting approving the transfer, DD.MM.YYYY

Place of the Board meeting

Name of the Buyer

DRAG-ALONG / TAG-ALONG / BUY-SELL

Drag-along notice / tag offer notice and tag exercise notices / buy-sell notice

Date of the notice under which the shares are transferred, DD.MM.YYYY

Article under which the shares are transferred

Price per equity share in Rs

Transfer articles of the Articles

Date of the Shareholders’ Agreement, DD.MM.YYYY

Drag / tag / buy-sell

Name of the investor whose consent is required

Name of the valuer

Date of the valuation report, DD.MM.YYYY

Date of the Buyer’s deed of adherence, DD.MM.YYYY

Name of transferor 1

Folio or demat account of transferor 1

Class of shares of transferor 1

Number of shares of transferor 1

Distinctive numbers of transferor 1

Consideration of transferor 1

Name of transferor 2

Folio or demat account of transferor 2

Class of shares of transferor 2

Number of shares of transferor 2

Distinctive numbers of transferor 2

Consideration of transferor 2

NSDL / CDSL

Date of the off-market transfer, DD.MM.YYYY

Name of the Registrar and Transfer Agent

Consideration held in trust for a defaulting transferor

Name of the defaulting transferor

Name of the director appointed as attorney

Drag-along article of the Articles

Names of the directors resigning

Effective date of the resignations, DD.MM.YYYY

Names of the Buyer’s nominees

Additional / nominee

Name of the authorised officer

Company Secretary / Director

Name of the director certifying the resolution

DIN of the director certifying the resolution

Date of the certified copy, DD.MM.YYYY

Number of shares transferred in total

Proposed Completion Date, DD.MM.YYYY

Name of the person preparing the checklist

Done / Open (1)

Done / Open (2)

Done / Open (3)

Done / Open (4)

Done / Open (5)

Done / Open (6)

Done / Not applicable (1)

Done / Open (7)

Done / Not applicable (2)

Done / Not applicable (3)

Done / Not applicable (4)

Covered / Not covered

Date and ISIN

Done / Not applicable (5)

Done / Not applicable (6)

Done / Not applicable (7)

Done / Not applicable (8)

Done / Open (8)

Done / Not applicable (9)

Done / Not applicable (10)

Done / Not applicable (11)

Done / Not applicable (12)

Done / Not applicable (13)

Done / Not applicable (14)

Diarised

Done / Not applicable (15)

Done / Open (9)

Advised

Nil / Quantified

Done / Not applicable (16)

Position recorded

Tested

Noted

Name of the reviewer of the checklist

Date of review of the checklist, DD.MM.YYYY

Deadlock resolution and buy-sell agreement. To be stamped as an agreement under the Stamp Act of [State of execution] before or at execution. It does not itself transfer any share: title passes on the depository transfer or on registration of the instrument of transfer.

DEADLOCK RESOLUTION AND BUY-SELL AGREEMENT

THIS AGREEMENT is made at [Place of execution] on [Date of this Agreement, DD.MM.YYYY].

Between

1. [Name of Shareholder A], [Description of Shareholder A: for a company, CIN and registered office; for an individual, PAN and address], acting through [Name of signatory for Shareholder A], hereinafter referred to as “Shareholder A”, of the FIRST PART;

And

2. [Name of Shareholder B], [Description of Shareholder B: for a company, CIN and registered office; for an individual, PAN and address], acting through [Name of signatory for Shareholder B], hereinafter referred to as “Shareholder B”, of the SECOND PART;

And

3. [Name of the Company], a private company bearing Corporate Identity Number [CIN of the Company], having its registered office at [Registered office of the Company], acting through [Name of the authorised director of the Company], director, authorised by a resolution of its Board dated [Date of the Board resolution of the Company, DD.MM.YYYY], hereinafter referred to as the “Company”, of the THIRD PART, as a confirming party.

Shareholder A and Shareholder B are each a “Shareholder”; the Shareholders and the Company are each a “Party”.

Where a side is a group (a founder with family members, or a holding company with affiliates), make every member of the group a party, list them in Part A of Schedule 1 and name a lead member. Clause 1.3 makes their obligations joint and several.

Whereas

A. The issued and paid-up equity share capital of the Company is Rs [Paid-up equity capital in Rs] divided into [Number of equity shares in issue] equity shares of Rs [Face value per Equity Share in Rs] each, held as set out in Part A of Schedule 1, [each Shareholder holding fifty per cent / each Shareholder having a right of veto over the Reserved Matters].

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