SHARE PURCHASE AGREEMENT

 

SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement is entered into on the 1^st day of February, Two thousand Twenty-two of the Christian Era.

 

Between

 

1.       ……………., Father's Name: Md. Suzaul Islam, Mother's name: Mrs. Sepali Begum, Address: Vill: Uttor Koromja (Dokkhin Para), Uttor Koromja, Post: Huyakuya-5823, Sonatala, Bogura, Bangladesh, NID No. ………….., Nationality: Bangladeshi. Herein after to be referred to as Sellers.

 

2.       ……………., Father’s name: Md. Liakot Ali, Mother's name: Mst. Hosneara Begum, Address: Vill: Uttor Koromja (Dokkhin Para), Uttor Koromja, Post: Huyakuya-5823, Sonatala, Bogura, Bangladesh, NID No……………, Nationality: Bangladeshi;  hereinafter to be referred to as Sellers.

 

--------------- Party of the 1^st part.

 

AND

 

1.       ……………… ENTERTAINMENT LIMITED represented by INDRANIL   BHATTACHARYA, Father’s name: Meghnath Bhattacharya, Address: 35B/1B, Raja rishno Street, Kolkata-7100005, Passport No….................., Nationality: Indian, hereinafter to be referred to as Purchaser, collectively to be referred as Parties in the Agreement.

 

--------------- Party of the 2^nd part.

WHEREAS the Sellers are the owner of 10,000 (Ten Thousand) common shares in the capital stock of …… ENTERTAINMENT PVT. LTD.  

WHEREAS the Purchaser desires to purchase 7,500 (Seven Thousand Five Hundred) shares and the Sellers desire to sell the Shares;

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1.       PURCHASE PRICE: The purchase price for each share shall be BDT 100.00 and an aggregate purchase price of BDT 7,50,000.00 hereinafter to be referred to as the Purchase Price, to be paid to the Sellers in form of a certified cheque, wire transfer, or bank draft of immediately available funds for the complete amount at the time of closing the sale.

 2.       CLOSING: As per the Agreement, the closing of the purchase and sale of the Shares (the "Closing") will take place on 01 February 2022 (the "Closing Date") at the offices of the Seller or at such other time and place as the Seller and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will deliver to the Purchaser duly executed transfers of the Shares.

 3.       EXPENSES: All parties agree to pay all their own costs and expenses in connection with this Agreement.

          All parties to this Agreement indemnify and hold harmless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement.

 

4.       REPRESENTATIONS AND WARRANTIES OF SELLER: Sellers hereby warrant and represent that:

             (a)     The Sellers are the legal owners of the shares, clear of any liens, encumbrances or security interests of any type.

 (b)     The Sellers have complete authority to transfer and sell the shares mentioned in this Agreement.

 

(c)      To the Seller's knowledge, the Company is valid and duly registered under the appropriate law and has the lawful authority to function and own and operate the assets and property so as to carry on its business.

 

(d)     It shall do such further acts, execute and deliver such further instruments and documents, and generally do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.

 

(e)      There is no judgment, decree or order against the Seller that could prevent, enjoin, or alter or delay transfer of the Sale Shares.

(f)      The Sellers shall provide full support and coordinate with the purchasers during the period this whole transaction is in process.

 

5.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER:

Each Purchaser hereby, jointly and severally, represents and warrants to the other Parties that:

 

(a)     This Agreement is legal, valid and binding and enforceable against it in     accordance with its terms.

 

(b) The execution, delivery and performance of this Agreement do not violate or conflict with any applicable Law or any agreement, order, judgment, decree to which the Purchaser is a party.

 

(c) All actions (statutory or otherwise) on its part necessary for the execution and delivery of this Agreement and for the performance of all of its obligations hereunder have been taken.

 

(d) It shall do such further acts, execute and deliver such further instruments and documents, and generally do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.

 

(e) The Purchaser shall bear all cost/damages liability and responsibilities in respect of the Company, Sale shares and Business of the Company from the date of its incorporation.

 

(f) All the capital gain taxes and/or any other taxes accruing to the seller, Bank charges, penalties for the time being, in relation to the completion of share transfer process shall be borne by the Purchaser.

 

5.       SEVERABILITY: It is agreed by the parties that in any event where a part or parts of this Agreement be held unenforceable for any reason, the remaining provisions of the Agreement shall continue in full force and effect. If any provision of this Agreement is deemed unenforceable or invalid by a competent court it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 

6.       BINDING EFFECT: The covenants and conditions of the Agreement shall bind the parties and the heirs, legal representatives, successors, agents and permitted assigns of the Parties.

 

7.       ENTIRE AGREEMENT: This Agreement contained between the parties with respect to the transactions shall supersede all prior negotiations, agreements and understandings, if any.

 

8.       MODIFICATIONS AND AMMENDMENTS: This Agreement may be modified or amended, but only in writing and must be signed by both the Parties to become valid.

 

9.       GOVERNING LAW: This Agreement shall be governed by the laws of the People’s Republic of Bangladesh.

 

10.     NOTICE: Any notice given in pursuant to this Agreement shall be in writing and be delivered to the above mentioned addresses of the Parties:

IN WITNESS WHEREOF, the parties upon complete understanding of the Agreement and giving consent to the same, have caused this Agreement to be executed on 01.02.2022.

 

 

Witnesses:                                                                  SELLER & PURCHASER:

 

 

 

                                                                                                     (……………….)

1.                

 

 

    (……………………………..)

 

Signature of the 1^st part;

2.                                        

                

 

                                                                                             (………… Entertainment Limited

                                                                                                            Represented by

                                                                                             ………….. BHATTACHARYA)

3.

Signature of the 2^nd part;