Trust Deed for Shares - Format

 THIS DEED IS MADE on the day        of           BETWEEN

 (1) [ ] of [ ] (the “Trustee”);

AND (2) [ ] (NRIC No. [ ] ) of [ ] (“Beneficiary”).

WHEREAS :-

A. The Trustee has subscribed for or otherwise acquired [ ] shares of Rs.1.00 each (“Shares”) in the capital of [ ] (Registration No.[ ] ), a company incorporated in India and having its registered office at [ ] (the “Company”).

B. The total consideration for the said subscription for and/or acquisition of the Shares is Rs.[ ] .

C. The total consideration paid for the Shares was provided by the Beneficiary and it has been agreed that the Shares shall be held in name of the Trustee for the benefit of the Beneficiary absolutely on the terms of this Deed.

NOW THIS DEED made in pursuance of the said agreement and for the consideration herein witnesseth as follows :-

1. The parties declare that the whole of the beneficial interests in the Shares belongs to the Beneficiary and the Trustee shall hold the Shares in trust for the Beneficiary absolutely.

2. Without prejudice to the generality of the above :-

2.1 the Trustee undertakes and agrees not to sell, part with possession or otherwise deal with the Shares, any part thereof, any accretions thereto or any related rights or interests save and except with the consent of the Beneficiary;

2.2 if and when required by the Beneficiary to do and as soon it is possible for the Beneficiary to become a registered holder of the Shares, the Trustee will sign and execute all deeds documents or other writings and do all acts and things which may be necessary to enable the Beneficiary to be the registered holder of the Shares;

2.3 the Trustee shall as soon as possible forward and/or convey to the Beneficiary all information, statements, accounts and documents that the Trustee may receive as or by virtue of him being the registered holder of the Shares;

2.4 the Trustee shall disclose to the Beneficiary all agreements and/or arrangements binding on all shareholders of the Company;

2.5 the Trustee shall act in good faith and with due diligence for the benefit of the Beneficiary in respect of all matters relating to the Shares and the Company; and

2.6 the Trustee shall take all steps within his power to protect the Beneficiary’s interests in the Shares, all accretions thereto and all related rights and interests.

3. The Beneficiary shall indemnify the Trustee for all payments properly made by the Trustee in accordance with this Deed in relation to the Shares or the Company and for all payments made and costs and expenses properly incurred as a result of carrying out the instructions of the Beneficiary.

4. Where holders of Shares are obliged to meet cash-call by the Company, the Beneficiary shall put the Trustee in funds to meet the cash-call.

5. In the event that the Beneficiary wishes to dispose of her interests in the Shares, the Beneficiary shall give the Trustee the first right of refusal to purchase the said interests at a price to be agreed or at fair market value to be determined by a public accountant appointed by mutual agreement and the costs of engaging the accountant shall be shared by the parties equally.

6. In the event that the holding company of the Company becomes a public listed company, the Trustee shall procure for the Beneficiary the right to have the Shares exchanged for shares in the capital of the public listed company.

 IN WITNESS WHEREOF, the parties have hereunto set their hands ans seals on the date above.

Signed Sealed & Delivered by

in the presence of :-

Signed Sealed & Delivered by

in the presence of :-