This AGREEMENT is made the 1st day of, March 2006.
AsianTelecommunication Investments (Mauritius) Limited, a company incorporated in Mauritius and having its registered office at 4th Floor Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius (hereinafter referred to as ATIM) of the FIRST PART;
UMT Investments Limited, a company incorporated under the Companies Act 1956 and having its registered office at Apeejay, C Block, 7th Floor, 15 Park Street, Kolkata 700 016; (hereinafter referred to as UMTI) of the SECOND PART;
Usha Martin Telematics Limited,a company incorporated under the Companies Act 1956 and having its registered office at Apeejay, C Block, 7thFloor, 15 Park Street, Kolkata 700 016 (hereinafter referred to as the Company) of the THIRD PART
(ATIM, UMTI and the Companyare hereinafter collectively referred to as the Parties, and severally as the Party)
|(a)||The Parties entered into a shareholders agreement dated 9th April 2004 (the Shareholders Agreement).|
|(b)||Pursuant to ATIMs agreement to sell its stake in the Company, the Shareholders Agreement will no longer be relevant and should be terminated.|
IT IS HEREBY AGREED AS FOLLOWS:
|1.||In consideration of mutual release of their obligations under the Shareholders Agreement, the parties hereto agree that the Shareholders Agreement be terminated and its terms(including without limitation, the restrictions on share transfers contained therein) shall cease to apply with immediate effect.|
|2.||Notwithstanding any of the terms in the Shareholders Agreement or this Agreement, the Parties agree that any transfer of shares in the Company by ATIM to UMTI shall be insupercession of the provisions of the Shareholders Agreement, including but not limited to Clause 4 of the Shareholders Agreement and therefore shall not constitute a breach of the Shareholders Agreement.|
|3.||The Parties acknowledge and agree that none of the Parties have any outstanding liabilities or claims to against any other Party under the Shareholders Agreement.|
|4.||This Agreement shall be governed by and construed in accordance with the laws of India.|
IN WITNESS WHEREOF this Agreement was executed by the Parties on the day and year first above written.
ASIAN TELECOMMUNICATION INVESTMENTS (MAURITIUS) LIMITED
|UMT INVESTMENTS LIMITED|
|USHA MARTIN TELEMATICS LIMITED|