Underwriting Agreement for Shares

Underwriting Agreement for Shares

This agreement made on the 4th day of June 2000 between X & Co. Ltd., a company having its registered office at ………………………… (hereinafter called the company) of the one part and Merchant Bank Ltd., having its registered office at ……………………… (hereinafter called the underwriter) of the other part.

Whereas the company is intending to offer for public subscription the issue of 1,00,000 shares of Rs. 100 each in accordance with terms of the draft prospectus a copy of which is annexed hereto with such modifications therein as may be mutually agreed upon between the company and the underwriter.

And whereas the underwriter has agreed to underwrite the shares on the terms and conditions contained in the draft prospectus as also in these presents.

Now therefore these  presents witnesseth and the parties hereby agree as follows:

1. If the said 1,00,000 shares shall on or before the 10th day of June 1999 (or such later date as shall be mutually agreed upon by the parties hereto but not after the 10th July 2000) be offered by the company for subscription by the public at par on the terms of such prospectus as aforesaid, the underwriters shall on or before the closing of the subscription list apply at par for the said 1,00,000 shares.

The said prospectus shall be issued in the form already approved by the underwriter or with such modification, if any, as shall be mutually agreed between the company and the underwriter.

2. If on the closing of the lists under the said prospectus the said 1,00,000 shares shall be allotted in respect of applications from the public the responsibility of the underwriter will cease and no allotment is to be made under this agreement to the underwriter but if the said 1,00,000 shares be not allotted to the public or any smaller number of such shares be allotted, the undertaking of the underwriter  is to take the balance shares.

3. The company shall pay to the underwriter in cash within 15 days from the allotment of the said 1,00,000 shares a commission at the rate of 5% on the nominal value of the entire issue of the shares.

4. This agreement is irrevocable on the part of the underwriter and authorises the company in the event of the underwriter not applying for the said 1,00,000 shares to cause application to be made for such shares or any part thereof in the name and on behalf of the underwriter in accordance with the terms of the said prospectus and underwriter authorises the directors of the company to allot the requisite shares of the company to the underwriter. In the event of the company causing an application to be made for such shares in the name of the underwriter, the underwriter shall hold the company, and the said applicants harmless and keep them indemnified in respect of all liabilities in relation to such application and/or shares.

In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.

Signed, sealed and delivered by

Mr. …………………………………

pursuant to Board Resolution dated

4th June 2000 of X & Co. Ltd. in

presence of:

Signed, sealed and delivered by

Mr. …………………………………

pursuant to Board Resolution of

Merchant Bank Ltd. dated 4th June

2000 in the presence of:

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