Share Purchase Agreement Resolution

“DECIDED that, in accordance with the provisions of section 179 (3) (e) and all other applicable provisions of the Companies Act 2013, in conjunction with the 2013 Rules (including any legal amendments or their further revision, for the time being in force) and subject to the limitations set out in Section 186, in conjunction with the provisions of Sections 11 and 13 of the Rules applicable to companies (meetings of the board of directors and its powers), 2014 and the provisions of the articles of association of the companies, the agreement of the Board of Directors of the Company and is thus granted an amount of Rs. [•] to invest [•] in the purchase of [•] equity / preferred shares [•] Limited [•] [name of the transferring company], of a company [public/private] with CIN [•]; FURTHER DECIDED THAT MR. / Frau [•] [name and designation of authorized person] of the company, are and are authorized to perform the SPA on behalf of the company, including the signing of commitments, declarations, agreements and other documents that the company must sign within the meaning of the SPA, and to do all the acts, acts and things necessary to implement the same. `IN ADDITION, HAVE DECIDED that the draft share sale contract (“SPA”) between the company and [•] [name(s) of the transferee(s)]] as submitted to the Board of Directors and initialled by the Chairman for identification purposes, is and will be approved by this Decision;. . . .