Board Resolution for Execution of Share Purchase Agreement

“RESOLVED THAT pursuant to provisions of Section 179(3)(e) and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force) and subject to the limits envisaged under Section 186 read with Rule 11& 13 of the Companies (Meetings of Board and its Powers) Rules, 2014 and provisions of Articles of Association of the Companies, consent of the Board of Directors of the Company be and is hereby accorded to invest a sum of Rs. [•] towards purchase of [•] equity/preference shares of [•] Limited [•][Name of the Transferor Company], a [•] [Public/Private] Limited Company having CIN [•];

RESOLVED FURTHER THAT the draft of Share Purchase Agreement (“SPA”) between the Company and [•][Name(s) of the Transferor/ Transferor Company/Companies] as placed before the Board and initialed by the Chairman for the purpose of identification, be and is hereby approved;

RESOLVED FURTHER THAT Mr./ Ms. [•] [Name and Designation of the authorized person] of the Company, be and is hereby authorized on behalf of the Company to execute the SPA including signing any letter(s) of undertakings, declarations, agreements and other papers which the Company may be required to sign in terms of the SPA and do all such acts, deeds and things as may be required to give effect to the same.

Section 179 of Companies Act, 2013

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