The Buyer (“Buyer”) and Seller (“Seller”) of shares acknowledge and confirm the below-mentioned terms of sale and purchase (“Terms”). These Terms are entered into by and between the Seller and the Buyer for the sale and purchase of such a number of equity shares of a company at such a price (“Purchase Price”) as is defined in the DEAL SHEET (“Transaction”). Each of the Seller and Buyer may be referred to as a “Party” or collectively as the “Parties”.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1. CONSUMMATION OF THE TRANSACTION

• 1.1 PURCHASE PRICE: The Purchase Price shall be paid in accordance with the terms as stated in these Terms and on the Platform. The Purchase Price will be credited to the Seller’s account upon the successful transfer of Shares. The Buyer acknowledges that the Purchase Price is both fair and reasonable. The Buyer has conducted independent valuation and due diligence and agrees to purchase the Shares at the Purchase Price.
• 1.2 CLOSING ACTIONS: The Parties will complete the Transaction in a time-bound process as outlined in these Terms and on the Platform. For consummation of the Transaction:
  
  • Seller: Will provide the depository participant with necessary instructions for the transfer of Shares to the Buyer’s demat account. Seller will confirm the transfer status on the Platform.
  • Buyer: Will ensure funds are available for the Purchase Price.
• 1.3 EXCHANGE: The Parties are completing the Transaction remotely using documents and e-signatures through the Platform. Upon completion, the Seller shall sell and transfer the Shares to the Buyer, free and clear of all liens.

2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each Party warrants and represents that:

• (a) They have the authority to enter into these Terms and complete the Transaction.
• (b) These Terms constitute a legal, valid, and binding obligation upon acceptance.
• (c) The Buyer’s funds for the Purchase Price are from a legal source and unencumbered.
• (d) The Buyer is not a direct Competitor of the Company (as defined on the Platform).
• (e) There are no legal proceedings that might adversely affect their ability to complete the Transaction.
• (f) These Terms do not conflict with any other agreements to which they are bound.

3. COVENANTS

• (a) Parties will act in good faith to complete the Transaction, including obtaining any necessary approvals.
• (b) Parties understand that transfer of shares may be subject to the Company’s right of refusal in accordance with Section 58 of the Companies Act, 2013.

4. DELAY OF PAYMENT

If a payment due date falls on a non-Business Day (weekends, bank holidays, days when relevant institutions are closed), payment will be made on the next Business Day.

5. TENURE AND TERMINATION

These Terms remain in effect until the Transaction is completed or terminated according to the Platform’s termination process.

6. ROLE OF UNLISTIFY

• (a) Unlistify provides a platform to facilitate the Transaction; it is not a party to the Transaction itself.
• (b) All Transaction communication must occur through the Platform.
• (c) Unlistify is not liable for the actions or omissions of the Parties, except in cases of fraud.

7. STAMP DUTY

The Seller is solely responsible for any stamp duty applicable to the Transaction.

8. GENERAL

• Parties bear their own costs associated with the Transaction.
• If any part of these Terms is unenforceable, the remaining parts remain valid.
• These Terms are drafted jointly by the Parties, without favoring either Party.
• Indian law governs these Terms, and disputes will be resolved exclusively in Delhi.