TRANSFER of PARTNERSHIP INTEREST

THIS TRANSFER (the "Transfer") made and entered into this ________ day of ________________, ________

AMONGST:

______________________________ of ______________________________
(the "Transferor")

OF THE FIRST PART

- AND-

______________________________ of ______________________________
(the "Transferee")

OF THE SECOND PART

- AND-

_________________________ of _________________________
(the "Remaining Partner")

OF THE THIRD PART

1. BACKGROUND
   
1. The Transferor is the holder of a partnership interest (the "Interest") in ______________________________ (the "Partnership"), a partnership previously established on the 3rd day of December, 2024, for the purpose of ____________________________________________________ and formed in accordance with an agreement (the "Partnership Agreement").
   
2. The Transferor desires to transfer the Interest to the Transferee and the Transferee desires to acquire the Interest from the Transferor.
   
3. The Interest acquired by the Transferee will include all rights in the Partnership previously afforded to the Transferor including the status as partner. The Remaining Partner has agreed and gives consent to such transfer according to the terms and conditions of this Transfer.
   

IN CONSIDERATION OF and as a condition of the parties entering into this Transfer and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Transfer agree as follows:

1. Sale and Purchase
   
1. By this Transfer the Transferor withdraws from the Partnership and to the fullest extent permitted by the Partnership Agreement, transfers all its rights, interests, title and benefits in the Partnership to the Transferee. The Transferee will become a partner in the Partnership taking the place of the Transferor in the Partnership with all the rights and obligations previously afforded to the Transferor. The Transferee, as a partner in the Partnership, will be bound by the terms and conditions of the Partnership Agreement as amended. On transfer of the Interest to the Transferee, the Transferor will cease to be a partner in the Partnership.
   
2. Consideration
   
2. As full consideration for the transfer of the Interest the Transferee has submitted and the Transferor has accepted the following consideration: _______________________________________________
   
3. Closing
   
3. The closing of the purchase and sale of the Interest (the "Closing") will take place on the 3rd day of December, 2024 (the "Closing Date") at the offices of the Transferor or at such other time and place as the Transferor and Transferee mutually agree.
   
4. Representations and Warranties of the Transferor
   
4. The Transferor warrants that the Transferor has a partnership interest in the Partnership and that the Transferor has the legal right to execute and perform a transfer of the Interest exclusive of the Transferor's status as partner.
   
5. The Transferor warrants that the Interest is free and clear of all liens, encumbrances, restrictions and claims.
   
6. The Transferor warrants that on completion of this Transfer the Transferor will retain no residual interest or interests in the Partnership.
   
7. The Transferor warrants that the Transferor is not in any way in default of any of the expressed or implied terms and conditions of the Partnership Agreement. The Transferor also warrants that this Transfer is in full compliance with all terms and conditions of the Partnership Agreement.
   
8. The Transferor warrants that the Transferor is not bound by any other contractual agreement or legal requirement that would be violated by this Transfer.
   
9. The Transferor warrants that it has provided the Transferee with the most current copy of the Partnership Agreement inclusive of all amendments.
   
10. The Transferor warrants that no other consent is required from any third party or government entity authorising this Transfer except for those consents of the Remaining Partner contained in this Transfer.
    
11. Transferee's Obligations
    
11. On Closing of this Transfer, the Transferee will observe and perform any and all terms and conditions of the Partnership Agreement, relating to the newly acquired rights, that were previously binding on the Transferor.
    
12. Transitional Rights and Obligations
    
12. To the full extent permitted by the Partnership Agreement, all income, rights, benefits, obligations and liabilities of the Interest will belong to the Transferor before the Closing and will transfer to the Transferee after the Closing.
    
13. Consent of Remaining Partner
    
13. The Remaining Partner consents to the terms and conditions of this Transfer with the intent that the Transferee will become a partner in the Partnership with all of the rights, benefits, obligations and liabilities previously afforded to the Transferor under the Partnership Agreement as amended.
    
14. Governing Law and Jurisdiction
    
14. This Assignment will be construed in accordance with, and exclusively governed by the laws of the Andaman and Nicobar Islands.
    
15. The Transferor and the Transferee submit to the jurisdiction of the courts of the Andaman and Nicobar Islands for the enforcement of this Transfer or any arbitration award or decision arising from this Transfer.
    
16. Miscellaneous
    
16. Time is of the essence in this Transfer.
    
17. This Transfer may be executed in counterpart. Facsimile signatures are binding and are considered to be original signatures.
    
18. All warrants and representations of the Transferor and the Transferee connected with this Transfer will survive the Closing.
    
19. This Transfer will not be assigned either in whole or in part by any party to this Transfer without the written consent of the other party.
    
20. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Transfer. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
    
21. If any term, covenant, condition or provision of this Transfer is held by a court of competent jurisdiction to be invalid, void or unenforceable, 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 Transfer will in no way be affected, impaired or invalidated as a result.
    
22. This Transfer contains the entire agreement between the parties. All negotiations and understandings have been included in this Transfer. Statements or representations which may have been made by any party to this Transfer in the negotiation stages of this Transfer may in some way be inconsistent with this final written Transfer. All such statements are declared to be of no value in this Transfer. Only the written terms of this Transfer will bind the parties.
    
23. This Transfer and the terms and conditions contained in this Transfer apply to and are binding upon the Transferor, the Transferee, the Remaining Partner and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
    
24. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Transfer or as the parties may later designate in writing.
    
25. All of the rights, remedies and benefits provided by this Transfer will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.
    

IN WITNESS WHEREOF the Transferor, the Transferee and the Remaining Partner have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.