MARCH 17, 2015

SHARE PURCHASE AGREEMENT

BY AND AMONGST

YOUNG F & B PRIVATE LIMITED

AND

MR. MAHIP KUMAR

AND

MR. YOGINDER MOHAN

AND

MS. KHUSHI SINGH

AND

MR. NIKHIL CHAURASIA

AND

MS. TRISHA LUTHRA

AND

MR. HARSHUL SHARMA

AND

MS. MOHINI MALHOTRA

AND

RANGOLI F & B PRIVATE LIMITED

 SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is executed at New Delhi on this
17th day of March, 2015 (the “Execution Date”),

BY AND AMONGST:

1. YOUNG F & B PRIVATE LIMITED, a company duly incorporated under the Companies
Act, 2013, having Corporate Identification Number L28925ML1206PNP005230 and having
its registered office at 1/20, Block D, Saket, New Delhi, India - 110017 (hereinafter referred
to as the “Company”¸ which expression shall include its successors and permitted assigns);

2. RANGOLI F & B PRIVATE LIMITED, a company duly incorporated under the

Companies Act, 2013, having Corporate Identification Number M28223MD2049PKD369899
and having its registered office at 2/45, Block A, Defence Colony, New Delhi, India – 110024
(hereinafter referred to as the “Purchaser”, which expression shall include its successors and
permitted assigns);

3. MR. MAHIM KUMAR, holding Aadhaar Number [●] and Permanent Account Number [●],
and residing at [●] (hereinafter referred to as “Sellers”, which expression shall include his
successors in interest, legal heirs, nominees and permitted assigns);

4. MR. YOGINDER MOHAN, holding Aadhaar Number [●] and Permanent Account Number
[●], and residing at [●] (hereinafter referred to as “Sellers”, which expression shall include
his successors in interest, legal heirs, nominees and permitted assigns);

5. MS. KHUSHI SINGH, holding Aadhaar Number [●] and Permanent Account Number [●],
and residing at [●] (hereinafter referred to as “Sellers, which expression shall include his
successors in interest, legal heirs, nominees and permitted assigns);

6. MR. NIKHIL CHAURASIA, holding Aadhaar Number [●] and Permanent Account
Number [●], and residing at [●] (hereinafter referred to as “Sellers”, which expression shall
include his successors in interest, legal heirs, nominees and permitted assigns);
7. MS. TRISHA LUTHRA, holding Aadhaar Number [●] and Permanent Account Number [●],
and residing at [●] (hereinafter referred to as “Sellers, which expression shall include his
successors in interest, legal heirs, nominees and permitted assigns);

8. MR. HARSHUL SHARMA, holding Aadhaar Number [●] and Permanent Account Number
[●], and residing at [●] (hereinafter referred to as “Sellers”, which expression shall include
his successors in interest, legal heirs, nominees and permitted assigns);

9. MS. MOHINI MALHOTRA, holding Aadhaar Number [●] and Permanent Account
Number [●], and residing at [●] (hereinafter referred to as “Sellers”, which expression shall
include his successors in interest, legal heirs, nominees and permitted assigns).

As the context may require, each of the Company, the Purchaser, and the Seller(s) shall hereinafter be
referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

A. The Company is engaged in the business of retail sales of various food products and
beverages through its retail stores and online platform (“Business”).

B. As on the Execution Date, the authorized share capital of the Company is INR
10,00,000/- (Rupees Ten Lakh only) divided into 100,000 (One Lakh) Equity Shares
(as defined hereinafter). The issued and paid-up share capital of the Company is Rs.
10,00,000/- (Rupees Ten Lakh only) divided into 100,000 (One Lakh) Equity Shares.
The details of the issued, subscribed and paid-up Share Capital (as defined
hereinafter) of the Company as on the Execution Date has been provided under
Schedule I hereof.

C. Sellers are the absolute, legal and beneficial owner of 100,000 (One Lakh) Equity
Shares of the Company as on the Execution Date as per details of the Existing
Shareholders as per the proportion set out under Schedule I hereof.

D. The Purchaser, relying upon the representations, warranties and indemnities provided
 by the Sellers, is desirous of purchasing the Sale Shares (as hereinafter defined) and
pursuant to discussions between the Parties, the Sellers have agreed to sell, and the
Purchaser has agreed to purchase, the Sale Shares held by the Sellers in the Company
(in the proportion set out in Schedule I), for the Purchase Consideration (as
hereinafter defined).

E. Accordingly, the Parties are now desirous of entering into this Agreement for the
purposes of recording the terms and conditions pertaining to the transfer of the Sale
Shares by the Sellers in favour of the Purchaser, and the rights and obligations of the
Parties in connection thereto.

NOW THEREFORE, the Parties, in consideration of mutual representations, warranties and

covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby confirmed, and subject to the terms and conditions set forth in this Agreement, and
intending to be legally bound, hereby agree as follows:

 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions In addition to the terms elsewhere defined in this Agreement (including the
recitals above and the Schedules hereto), except where the context requires otherwise, the
following capitalized terms and expressions shall mean the following:

“Act” ” means the Companies Act, 2013 together with the rules and regulations issued thereunder and
the amendments thereto;

“Affiliate” means:

a) with respect to any Person (other than a natural Person), any other Person that is, directly
or indirectly, through one or more intermediate Persons, Controlling, Controlled by, or
under common Control with, such Person; and

b) with respect to any natural Person: (i) any other Person that is a Relative of such Person;
and (ii) any Person that is, directly or indirectly, through one or more intermediate
Persons, Controlled by such Person or the Relative of such Person;
“Agreement” means this share purchase agreement and any Schedules and annexures hereto and any
documents or agreements referred to herein and/or contemplated hereby, as may be amended from
time to time;

“Applicable Law” or “Law” means any applicable national, state, local or other law, statute,
regulations, rules, by-laws, ordinances, constitution, principles of common law and includes
notifications, guidelines, policies, directions, directives, judgment, decree and orders of any
Authority, statutory authority, court, tribunal or recognized stock exchange, and having the force of
law;

“Approvals” means all authorizations, consents, approvals, permissions, waiver, agreement, license,
certificate, exemption, order or registration with or from any person, required by or under applicable
Laws including, without limitation, of a Governmental Authority;

“Articles” means the articles of association of the Company as may be amended from time to time;

“Board” means the board of directors of Company;

“Board Nominee” means a person nominated by Purchaser and Sellers as a Director of Company and
shall include their alternate director duly appointed in accordance with this Agreement;

“Business Day” means a day on which nationalized banks are open for business in India (excluding
Saturdays, Sundays and public holidays);

“Closing” means the consummation of the sale and purchase of the Sale Shares in accordance with
the terms of this Agreement;

“Closing Date” shall have the meaning ascribed to it in Clause 7.1;

“Control” or “Controlling” or “Controlled” shall mean:

a) the beneficial ownership, directly or indirectly, of more than 50% (fifty percent) of the
voting rights/ securities of a Person; or

b) the possession, directly or indirectly, of the power to constitute not less than 50% (fifty
percent) of the board of directors of a Person, whether through the ownership, directly or
indirectly, of more than 50% (fifty percent) of the voting securities of such Person or by
 contract or otherwise; or

c) the possession, directly or indirectly, of the power to direct or cause the direction of the
management policies of the Person whether through the ownership, directly or indirectly,
of more than 50% (fifty percent) of the voting securities of such Person or by contract or
otherwise;

“Director” means a director of the Company, or their alternate duly appointed in accordance with this
Agreement;

“Encumbrance” means any interest of any person (including, without limitation, any right to acquire,
any claim, debenture, mortgage, charge, pledge, equity, power of sale, hypothecation, lien, deposit by
way of security, bill of sale, assignment, security interest, or title retention (over property or
otherwise) and any other interest held by a third party) or other form of security, encumbrance, right
or restriction of any nature whatsoever on all or part of the use, ownership or transferability or any
agreement or obligation to create any of the foregoing;

“Equity Shares” means the fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten
only) each in the Share Capital;

“Execution Date” means the date of this Agreement as specified on the first page of this Agreement;

“Existing Directors” means the Directors on the Board, as existing immediately prior to Closing;

“Force Majeure Event” shall mean any event beyond the reasonable control of the Party to perform
arising from:

a) an act of God, fire, explosion, storm, flood, earthquake, epidemic or any natural physical
disaster;

b) restrictions, prohibitions or measures of any kind on the part of any Governmental

Authority including due to import or export regulations or embargoes (including customs
authorities);

c) strikes, lock-outs or other industrial actions or trade disputes (whether involving

 employees of either Party or of a third party) including transport strikes; and

d) civil commotion, riot, invasion, terrorism or threat of terrorism;

“Government Authority” means, any governmental or statutory authority, government department,

regulatory body, agency, commission, board, tribunal or court or other entity authorized to make laws,
rules or regulations or pass directions having or purporting to have jurisdiction or any state or other
subdivision thereof or any municipality, district or other subdivision thereof;

“IPRs” means all intellectual property, including without limitation patents, utility models, trade and
service marks, trade or business names, domain names, software, customer lists, merchant lists,
distributor contracts, tradenames, trademarks, right in designs, copyrights, moral rights, topography
rights, and rights in databases, in all cases whether or not registered or registrable in any country for
the full term of such rights including any extension to or renewal of the terms of such rights and
including registrations and applications for registration of any of these and rights to apply for the
same and all rights and forms of protection of a similar nature or having equivalent or similar effect to
any of these anywhere in the world;

“Material Adverse Effect” means in the reasonable opinion of the Seller (being determined in good
faith):

(i) event, occurrence, fact, condition, change, development or effect that is or may be
materially adverse to the present or future (i) business, (ii) valuation, (iii)
operations, results of operations, condition (financial or otherwise), properties,
sales, reputation, goodwill, or assets (whether tangible or intangible) or liabilities
of the Company resulting in a loss equivalent to at least 20% (twenty percent) of
the Company’s gross revenue, calculated as of the immediately preceding 12
(twelve) months; or

(ii) material impairment of the ability of the Company and/or the Seller, as the case may be,
to perform their respective obligations hereunder;

“Memorandum” means the memorandum of association of Company as amended from time to time

after adherence to the Applicable Laws and this Agreement as may be applicable;
“Relative” means an individual who is related to the Party as a father, mother, child (also the spouse's
child), spouse, adopted children, stepfather, stepmother, brothers, sisters, foster parents, and foster
children;

“Rupees” or “Rs.” means Rupees, the lawful currency of India;

“Sale Shares” means the entire paid up share capital of the Company consisting of 37,000 (thirty
seven thousand) fully paid up equity shares;

“Proceeding(s)” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether
civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or
private) commenced, brought, conducted or heard by or before, or otherwise involving, any
Governmental Authority or arbitrator;

“Purchase Consideration” shall have the meaning ascribed to it in Clause 3.1;

“RoC” shall mean the jurisdictional Registrar of Companies;

“Third Party” means any Person who is not a Party;

1.2. In this Agreement, (unless the context specifies otherwise), reference to the singular includes
a reference to the plural and vice versa, and reference to any gender includes a reference to all
other genders and the neuter.

1.3. In this Agreement, reference to any person includes any legal or natural person, partnership,
firm, trust, company, government or local authority, department or other body (whether
corporate or incorporate).

1.4. References to any enactment are to be construed as referring also to present enactment, any
amendment or re-enactment (after the date of this Agreement) and to any subordinate
legislation, regulation or order made under it.

1.5. Reference in this Agreement to any statute or regulation made using a commonly used
abbreviation, shall be construed as a reference to the short title of the statute or full title of the
regulation.

1.6. The words “including” and “includes” herein shall always mean “including, without
 limitation” and “includes, without limitation”, respectively.

1.7. References to Clauses and Schedules are to Clauses and Schedules in this Agreement.

1.8. Reference in this Agreement to certain number of days shall mean calendar days unless
otherwise specified to be Business Days.

2. PURCHASE OF THE SALE SHARES

2.1. Subject to the terms and conditions as contained in this Agreement, the Sellers hereby agree
to sell, and transfer to the Purchaser and/or its nominee and the Purchaser hereby agrees to
purchase, acquire and accept from the Sellers, the Sale Shares, in the proportions provided in
Schedule II of this Agreement, together with the title and interests now and hereafter
attaching thereto and free and clear of all Encumbrances, in consideration for the receipt of
the Purchase Consideration in the manner set out under Clause 3. (Purchase Consideration)
below.

2.2. It is agreed between the Parties that, on the Closing Date and upon completion of the Closing
actions listed in Clause 7.2, 7.3 and 7.4 below, the shareholding pattern of the Company shall
be as provided in Schedule III of this Agreement.

3. PURCHASE CONSIDERATION

3.1. Subject to the terms and conditions of this Agreement and in consideration for the sale of the
Sale Shares by the Sellers, the Purchaser agrees to pay to the Sellers an aggregate
consideration of Rs. 10/- (Rupees Ten only) per Equity Share, aggregating to a total amount
of Rs. 3,70,000/- (Rupees Three Lakhs Seventy Thousand only), in the manner and proportion
set out below (“Purchase Consideration”):

S. PARTY AMOUNT (RS)

NO.
1. Mahim Kumar 1,50,000

2. Yoginder Mohan 50,000

3. Khushi Singh 10,000

4. Nikhil Chaurasia 50,000

 5. Trisha Luthra 50,000

6. Harshul Sharma 50,000

7. Mohini Malhotra 10,000

TOTAL 3,70,000

3.2. All payments made by the Purchaser under this Agreement shall be subject to deduction, at
source, of applicable Taxes, in accordance with the provisions of the Income Tax Act, 1961. 

4. REPRESENTATIONS AND WARRANTIES 

4.1. In case of Company hereby represent and warrant to the Purchaser that as on the date of this
Agreement, and on Closing Date, as follows:

4.1.1. The Company has been incorporated and is being operated in compliance with all Applicable
Laws. All licenses, consents, authorizations, orders, warrants, confirmations, permissions,
certificates, approvals or registrations required by the Company to enable it to carry on its
Business in compliance with Applicable Laws have been obtained and are in full force and
effect in accordance with their terms, and there has been no violation thereof and no notice of
any legal proceeding has been served on the Company and no proceedings are pending or
threatened, which could result in their revocation or limitation.

4.1.2. As of the date of this Agreement, the Company has not issued any options, warrants,
securities of any kind, including preference shares, debentures etc.

4.1.3. As of the date of this Agreement and the Closing Date, there are no existing contracts or
arrangements or understandings between the Company and the Third Party. 

4.1.4. As of the date of this Agreement and Closing Date, the Company has no liabilities of any
nature, whether accrued, absolute, contingent or otherwise. There are no claims against the
Company in relation to any liability or of any facts or circumstances that may give rise to any
liability in the future.

4.1.5. The Company has all requisite corporate power and authority to enter into this Agreement, to
carry out the provisions hereof and to carry on its business as presently conducted and as
presently proposed to be conducted. It is the responsibility of the respective Party to take all
regulatory approvals at their own cost as may be applicable in their country and the Parties
 have obtained all such regulatory approvals and grants to execute this Agreement.

4.1.6. All corporate actions on its part, its directors and shareholders necessary for the authorization
of this Agreement and the performance of its obligations hereunder have been taken. This
Agreement, when executed and delivered by such Party, will constitute a valid and binding
obligation enforceable in accordance with its terms. 

4.1.7. The Company is not in violation of or default of any term of its Memorandum or Articles or
charter documents, or any provision of any mortgage, indenture or agreement to which it is a
party or by which it is bound, or to any judgment, decree, order, writ, statute, rule or
regulation applicable to it which would adversely affect its business, assets, liabilities,
financial condition, operations or prospects. 

4.1.8. As of the date of this Agreement and Closing Date, the Company is not in possession of or
owns any assets or properties. 

4.1.9. As of the date of this Agreement, the Company does not have any employees on its rolls.

4.2. In case of Sellers hereby jointly and severally represents and warrants to the Purchaser on the
date of this Agreement, and Closing Date, as follows: 

4.2.1. Sellers are a citizen of India. 

4.2.2. Sellers have all the requisite power and authority to enter into this Agreement and to carry out
the provisions hereof.

4.2.3. Sellers have undertaken all the necessary actions for the authorization of this Agreement and
the performance of its obligations hereunder. Further, he has obtained all regulatory approvals
and grants, if any required, at his own cost to execute this Agreement. 

4.2.4. This Agreement, when executed and delivered by such Party, will constitute a valid and
binding obligation enforceable in accordance with its terms. 

4.2.5. Sellers are not in violation of any provision of any mortgage, indenture or agreement to which
he is a party or by which he is bound, or to any judgment, decree, order, writ, statute, rule or
regulation applicable to him which would adversely affect his assets, liabilities, financial
condition, operations or prospects.
4.3. In case of Purchaser hereby, represents and warrants to the Seller on the date of this
Agreement, and Closing Date that the Purchaser has obtained all the permissions and
approvals as may be required to undertake the execution of this Agreement, as per the
Applicable Laws. 

4.4. For the sake of clarity, each of the representations and warranty mentioned herein shall be
construed independently of the others and is not limited by reference to any other
representation or warranty. 

5. INDEMNIFICATION 

5.1. The Parties hereto jointly and severally recognize, admit and agree that by entering into this
Agreement, each of them has relied substantially upon the representations and warranties
contained herein. Accordingly each of the Parties (“Indemnifying Party”) hereto hereby
indemnifies and agrees to keep saved, defended, harmless and indemnified the other Parties
and its respective directors, officers and employees (collectively “Indemnified Party”) from
and against all loss, damage, liability, diminution in value of the shares, costs and
consequences or expense, including such attorney fees and disbursements reasonably incurred
(“Loss”), that may arise out of, or in relation to or in connection with:

5.1.1. any breach of this Agreement; or

5.1.2. actions, claims, suits, demands, litigations and liabilities or Losses suffered by indemnified
parties, arising out of, or by reason of: any facts or events occurring or any conditions existing
on or before the Closing Date, other than as disclosed by the parties in writing;

5.1.3. any material inaccuracy in or breach of any of the Representations and Warranties, covenants,
undertakings or agreements contained in, or issued pursuant to, this Agreement.

6. PRE-REQUISITES OF CLOSING 

6.1. The obligations of the Purchaser to proceed to Closing and to purchase the Sale Shares are in
all respects conditional upon the fulfilment of conditions to the satisfaction of the Purchaser
(or waiver in writing by the Purchaser), prior to the Long Stop Date, of the Pre-Requisites of
Closing by the Sellers.
6.2. The Sellers shall, at their own cost, use their best endeavours to procure the fulfilment of the
Pre-Requisites of Closing as soon as possible and in any event prior to the Long Stop Date
and the Sellers shall, immediately upon the fulfilment (or waiver) of the Pre-Requisites of
Closing, confirm such fulfilment in writing (the “Confirmation Letter”), along with all the
supporting documents evidencing fulfilment of the Pre-Requisites of Closing. Within a period
of 5 (five) Business Days from the receipt of the Confirmation Letter, the Purchaser may
confirm the acceptance of the Confirmation Letter and fulfilment of the Pre-Requisites of
Closing thereof to its complete satisfaction by providing an acceptance letter, in the form as
set out in (the “Acceptance Letter”). Upon receipt of the Acceptance Letter by the Sellers,
the Closing shall occur in accordance with Clause 7 hereto.
6.3. In the event that any of the Pre-Requisites of Closing under this Agreement are not fulfilled or
have become incapable of fulfilment within a period of 3 (three) months from the Execution
Date (the “Long Stop Date”), the Purchaser shall have the option, to be exercised at its sole
discretion, to:

6.3.1. waive in writing, in whole or in part, the relevant Pre-Requisites of Closing to the extent
permissible under Applicable Law; or

6.3.2. extend the Long Stop Date and if so done, the provisions of this Agreement shall apply as if
such extended date is the Long Stop Date; or

6.3.3. agree to convert the relevant Pre-Requisites of Closing to a condition(s) subsequent (to be
fulfilled within stipulated timelines from the Closing Date as may be determined by the
Purchaser, at its sole discretion); or

6.3.4. terminate the Agreement by giving a notice in writing of 10 (ten) Business Days to the
Sellers.

6.4. It is agreed between the Parties that in the event the Purchaser does not provide the
Acceptance Letter to the Sellers in accordance with Clause 6.2 above, then in no event shall
such an instance be inferred as a deemed acceptance by the Purchaser of the Confirmation
Letter.

6.5. Purchaser shall:

6.5.1. Complete the process of due diligence of the affairs of the Company at its own cost.
6.5.2. Obtain all approvals, consents and waivers necessary or appropriate under the Applicable
Laws.

6.6. The Parties shall finalize the revised Articles and Memorandum incorporating the terms of
this Agreement. 

7. CLOSING

7.1. The Closing shall take place within 5 (five) Business Days (or such extended date as the
Parties may mutually agree in writing) from the date of receipt of the Acceptance Letter by
the Sellers (“Closing Date”), at a place and time mutually agreed to in writing between the
Parties.

7.2. At the Closing, the following transactions shall ensue in the sequence and manner set out
hereunder:

7.2.1. the Sellers shall, as applicable, exercise all rights and powers available to them to deliver or
cause to be delivered to the Purchaser, written confirmation from the Company that as on the
Closing Date:

(i) no event has occurred which has or may have a Material Adverse Effect; and

(ii) the Warranties are true, accurate and complete and that they are not aware of any
matter or thing which is in breach of or inconsistent with any of the Warranties;

7.2.2. the Purchaser shall remit the Purchase Consideration to the Sellers designated bank accounts
(as provided by the Sellers), in the manner and the ratio as contemplated under this
Agreement;

7.2.3. simultaneously with the remittance of the Purchase Consideration by the Purchaser in the
Sellers designated account, the Sellers shall undertake all actions required to implement the
sale and purchase of the Sale Shares from the Sellers to the Purchaser and/or its nominee
(including the submission of duly executed share transfer forms representing the Sale Shares
with the Company) and shall cause the Company to convene a meeting of its Board and
shareholders (if required) at which the following business shall be conducted in the following
sequence and manner:
 (i) Recording the transfer: The Company shall record the transfer of the Sale Shares by
the Sellers to the Purchaser (and/or its nominee), in the manner and the ratio as
contemplated under this Agreement, and register the Purchaser (and/or its nominee)
as the sole holder(s) of the Sale Shares in the register of members of the Company;

(ii) Appointment of Directors: 3 (three) Persons nominated by the Purchaser shall be

appointed as Directors on the Board with effect from the date of the meeting(s);

(iii) Resignation of the Sellers’ Directors : The resignations of the Existing Directors, if
any shall be taken on record and accepted with effect from the date of the meeting(s);

(iv) Change in Bank Signatories: Approving the appointment of 3 (three) Persons

nominated by the Purchaser as the authorized signatories to the bank accounts of the
Company with effect from the date of the meeting(s);

(v) Authorization to make necessary filings: The Board shall pass necessary resolutions
authorizing the relevant Director(s) and/ or the company secretary of the Company, to
make all necessary filings with the relevant Governmental Authorities as may be
required to give effect to the transactions contemplated to be completed by the
Closing Date; and

(vi) Other actions: Completion of all other actions, as may be required under Applicable
Law, to give effect to the sale and purchase of the Sale Shares from the Sellers to the
Purchasers.

7.2.4. The Company shall ensure that: (i) certified true copies of resolutions passed by the Board
and shareholders of the Company approving and recording the actions; (ii) a copy of the
Company’s updated register of members and register of directors and key managerial
personnel and their shareholding; (iii) all documentation relating to the resignation of Existing
Directors from the Board; (iv) duly endorsed original share certificates with respect to the
Sale Shares; and (v) such other documentary evidence as the Purchaser may require to satisfy
itself that all necessary Closing corporate formalities and such other Closing actions as may
be required under the Charter Documents of the Company or by Applicable Law, in respect of
the obligations under this Agreement, have been duly completed, shall be provided to the
Purchaser, promptly.

7.3. All of the above steps provided for in this Clause 7 are collectively referred to as “Closing”.
 The Parties agree that each of the above actions provided for in this Clause 7 hereinabove
shall take place on the Closing Date and if any of the above does not take place, then each of
the above and the Closing shall be deemed not to have occurred. The Parties further agree that
if any of the actions provided for in this Clause 7 hereinabove have taken place on different
Business Days, the Business Day on which the last of such actions and/ or conditions, as
provided for under this Clause 7 has taken place shall be the Closing Date.

7.4. The Parties shall, within 30 (thirty) days from the Closing Date, make all necessary filings
with the relevant Governmental Authorities with respect to the transactions and Closing
related actions set out under this Clause 7 and shall perform all necessary acts and deeds as
may be required for making the aforesaid filings.

8. TRANSFER OF SALE SHARES 

8.1. Other than in accordance with this Agreement, none of the Shareholders shall: 

8.1.1. pledge, hypothecate, mortgage, assign any receivables, create any lien, charge, title retention,
preference arrangement (including title transfers and title retention arrangements or
otherwise), or otherwise encumber its legal or beneficial interest in its Shares;

(i) other than in accordance with the provisions of this Agreement, sell, transfer, grant
any option or right over or otherwise dispose of any of such Shares, or any legal or
beneficial interest therein, not in compliance with the provisions of this Agreement
shall be void;

(ii) save and except for agreements this Agreement, enter into any agreement with any
third person who is not a Party to this Agreement or a Shareholder.

9. PERMITTED TRANSFERS 

9.1. The Parties acknowledge and agree that Shares of the Company shall be subject to a lock-in
period for a period of 2 (two) years from the Closing Date (“Lock-in period”).
Notwithstanding the Lock-in period and Clause 8 and Clause 10, (a) Purchaser, may at any
time sell, transfer or otherwise dispose of all or any part of its shareholding in Company to its
Associates, (b) the Sellers are free to transfer their respective part or full shareholding in the
Company to (i) their Relatives, and (ii) to other Sellers. 

9.2. Provided that in each such case the transferee, by executing a Deed of Adherence, becomes
 subject to and validly and effectively bound by the terms of this Agreement and, accordingly,
all references to the relevant transferor herein would upon such transfer be construed as a
reference to the relevant transferee, or to the relevant transferor and the relevant transferee
jointly, as the case may be (“Deed of Adherence”). The terms of the Deed of Adherence
must be mutually agreed upon between the Parties.

10. PRE-EMPTION RIGHTS 

10.1. On completion of the Lock-in period (as defined herein above) and subject to Clause 9, any
Shareholder proposing to sell all of its Shares to a third party (“Offered Shares”), such
Shareholder (hereinafter referred to as the ‘Offeror’) shall first give Notice in writing
(hereinafter called the ‘Transfer Notice’) to the other Shareholders (hereinafter referred to as
the ‘Offeree’) stating that the Seller desires to sell the same to a third party unless they are
bought by the Offeree in accordance with the provisions of this Clause. Such sale shall be
only of the entire shareholding of the concerned Shareholder and not of any part of such
shareholding. The Transfer Notice shall state the name and other particulars of such third
party who has made the bona fide offer to purchase Shares held by the Offeror, price at which
the Shares are offered for sale and all terms and conditions of the offer. A Transfer Notice
shall not be revocable except with the sanction of the Offeree. The Transfer Notice shall state
that the offer may be accepted within 20 (Twenty) Business Days of the date of receipt of
Transfer Notice. For the purpose of this Clause an offer shall be deemed to be accepted by an
Offeree on the day on which the acceptance is received by the Offeror within the period
stipulated in the Transfer Notice. The payment of the prescribed price of the Shares offered
for sale and the delivery of such Shares shall take place simultaneously.

10.2. The Offeree shall inform the Offeror of its acceptance of the offer to buy the Offered Shares
or part thereof; provided that the Offeror shall not be obliged to sell the Shares accepted by
the Offerees unless the total acceptances are equal to or more than the Offered Shares. It is
clarified that if the acceptance(s) by the Offeree(s) is for Shares that aggregate to more than
the Offered Shares, the Offered Shares shall be allocated to the Offeree(s) in proportion to
their respective acceptances. Subject to the other provisions in Clauses 8, 9, 10, 11, 12, and
13, if the Offeree does not accept the offer of the Offeror within the period specified in Clause
10.1 above, the Offeror shall be entitled to sell the Offered Shares to a third party (not being a
competitor of Company) at a price not lower than that offered to the Offeree and no more
favourable terms than those offered to the Offeree. Provided, however, the Offeror shall
subject to obtaining requisite approvals be obliged to complete the transfer of the Offered
Shares on a spot delivery basis after obtaining all the applicable approvals.
10.3. Any proposed sale to a third party after the expiration of the period referred to above shall
require that the offering Shareholder re-offer the said Shares to the Offeree in accordance
with the procedure specified in this Clause 10.

11. NEW SHAREHOLDERS

The Parties shall procure that no person other than a Shareholder acquires Shares in Company
(whether by transfer or allotment) unless he executes the Deed of Adherence to observe the
terms of this Agreement and, to perform all the obligations of the Offeror/ transferor under
this Agreement and thereupon each such transferee or allottee shall be treated as a
Shareholder for the purposes of this Agreement.

12. DRAG ALONG RIGHTS

12.1. Only after completion of Lock-in period in the event the Purchaser (“Majority
Shareholders”) intends to sell, transfer, exchange, grant an option to dispose of or otherwise
dispose of or alienate in any manner, directly or indirectly his Shares (“Transfer Shares”), to
any third party purchaser other than his Associates, and if the remaining Shareholders
(“Minority Shareholders”) elect not to exercise their option to purchase the Transfer Shares
held by the Majority Shareholders in accordance with Clause 10 (Pre-emption Rights) above,
the Majority Shareholders may, in their sole discretion, require the Minority Shareholders to
sell and transfer to such third party purchaser their Shares (“Drag Along Shares”) held by the
Minority Shareholders, pursuant to the provisions of Clause 12.2 below in this behalf (the
“Drag-Along Right”).

12.2. The Majority Shareholders can exercise their Drag Along Right by giving written notice to
the Minority Shareholders (the “Drag-Along Notice”) demanding Minority Shareholders to
join the Majority Shareholders to accept the offer of the third party purchaser, subject to the
Applicable Law, to also purchase the Drag Along Shares at the same price as offered by the
third party purchaser (“Purchase Price”) and on the same terms and conditions as applicable
to Transfer Shares.

13. TAG-ALONG RIGHTS

13.1. In the event Majority Shareholders intend to sell, transfer, exchange, grant an option to
dispose of or otherwise dispose of or alienate in any manner, directly or indirectly, all or part
 of their Shares (“Transfer Shares”), to any third party purchaser other than its Associates,
and if the Minority Shareholders elect, in their sole discretion, not to exercise their option to
purchase the Transfer Shares held by the Majority Shareholders in accordance with Clause 10
(Pre-emption Rights) above as well as have not received the Drag Along Notice in accordance
with Clause 12.2, the Minority Shareholders may, in their sole discretion, subject to the
Applicable Law, be entitled to elect to sell and transfer to such third party purchaser all but
not a part of their Shares (“Tag Along Shares”) held by them, pursuant to the provisions of
Clause 13.2 below in this behalf (the “Tag-Along Right”).

13.2. The Minority Shareholders can exercise their Tag Along Right by giving written notice to
Majority Shareholder (the “Tag-Along Notice”) demanding Majority Shareholders to require
the third party purchaser to purchase, subject to the Applicable Law, from Minority
Shareholders at the same per Share price (“Tag-Along Price”) as proposed to be paid to
Majority Shareholder for Transfer Shares in the Company and on the same terms and
conditions as applicable to Transfer Shares.

13.3. The Majority Shareholders after receiving the Tag-Along Notice, shall not transfer the
Transfer Shares to the third party purchaser unless the third party purchaser is willing to
simultaneously purchase the Tag-Along Shares and pay to the Minority Shareholders the Tag-
Along Price per Tag-Along Shares. It is expressly clarified and agreed between the Parties
that if for any reason whatsoever, the proposed third party purchaser is unable to acquire the
Tag-Along Shares on the terms set forth in this Clause, the proposed third party purchaser
shall not acquire any of the Transfer Shares.

13.4. In the event the Minority Shareholders do not exercise the Tag-Along Right, they shall be
entitled to sell, transfer, assign, exchange, grant an option to dispose off or alienate in any
manner, directly or indirectly, the Transfer Shares to such third party purchaser at a price no
higher than the Tag-Along Price and on terms and conditions no more favorable than those
offered to the Minority Shareholders pursuant to the Tag-Along Right and to no other third
person or party without again following the procedures set forth in Clause 10 (Pre-emption
Right) and this Clause 13 (Tag-Along Rights). Subject to Applicable Law, the transfer shall be
completed within 90 (Ninety) Business Days from the date of the Tag-Along Notice or else
the procedure indicated in Clause 10 (Pre-emption Right) and this Clause 13 (Tag-Along
Rights) shall be followed again.

14. CONFIDENTIALITY
14.1. Each Party recognizes that in the course of the transactions envisaged by this Agreement, it
may be privy to certain confidential information (whether or not the information is marked or
designated as “confidential” or “proprietary”) relating to the other Parties and their
businesses, including legal, financial, technical, commercial, marketing and business related
records, data, client information, documents and reports, the existence and terms of this
Agreement, the details of the negotiations between the Parties and information concerning or
relating to disputes or claims arising out of or in connection with this Agreement and their
resolution (“Confidential Information”). In consideration of the benefits accruing to the
Parties from their association under this Agreement, each Party agrees that it shall:

14.1.1. keep all Confidential Information received by it from the other Party(ies) (“Disclosing
Party(ies)”) confidential and shall not, without the prior written consent of the Disclosing
Party, divulge such Confidential Information to any Person or use such Confidential
Information other than for the purposes of carrying out this Agreement;

14.1.2. take all steps as may be reasonably necessary to protect the integrity of the Confidential
Information and to ensure against any unauthorized disclosure thereof;

14.1.3. promptly inform the Disclosing Party of any potential or accidental disclosure of the
Confidential Information and take all steps, together with the Disclosing Party, to retrieve and
protect the Confidential Information;

14.1.4. ensure that all its employees and/ or representatives who are given access to the Confidential
Information shall at all times be bound by similar non-disclosure obligations; and

14.1.5. use the Confidential Information only for the purpose for which it was provided and not profit
from the same in an unauthorized manner.

14.2. The obligations contained in sub-Clause 14.1 shall not apply to any part of the Confidential
Information which:

14.2.1. is or has become public (other than by breach of this Agreement);

14.2.2. is required to be disclosed by Applicable Law, provided that, so far as it is lawful and
practical to do so, prior to such disclosure, the Party subject to such disclosure shall promptly
notify the Disclosing Party of such requirement with a view to providing the opportunity for
the Disclosing Party to contest such disclosure or otherwise to agree with the timing and
 content of such disclosure;

14.2.3. was available to the receiving Party on a non-confidential basis prior to its disclosure by the
Disclosing Party;

14.2.4. becomes available to the receiving Party on a non-confidential basis from a Person, provided
such Person is not, to the receiving Party’s knowledge, bound by a confidentiality agreement
with the Disclosing Party;

14.2.5. is independently developed by the receiving Party without reference to the Confidential
Information.

14.3. In the event of termination of this Agreement, each Party shall, on written demand of the
Disclosing Party, immediately return the Confidential Information together with any copies in
its possession, if such information and copies thereof have not already been destroyed.

15. NON-COMPETITION AND NON-SOLICITATION 

15.1. Non-Solicitation- Each Party agrees, during the term of this Agreement and a period of 5
(Five) years after the termination of this Agreement, that such Party shall not (and shall
ensure that such Party’s Associates shall not), without the prior written consent of other Party,
directly or indirectly solicit, canvass or entice away any employee, contract consultant who is
employed in any professional, managerial, supervisory, technical, sales or administrative
capacity with the Company or Purchaser.

15.2. Non–Compete- Each Party agrees that during the term of this Agreement and for a period of 2
(Two) years after the termination of this Agreement, such Party will not directly or indirectly
(including through such Party’s Associates), carry on business undertaken by the Company
from time to time including the existing Business (“Competing Business”) or in any manner
whatsoever, engage in or invest in the Competing Business, whether as an agent, employee,
partner, joint ventures, shareholder, consultant, supplier, independent contractor or through
any partnership, corporation, unincorporated joint venture or otherwise.

15.3. The Parties agree and acknowledge that whilst the provisions of this Clause 15 are reasonable
in all the circumstances and are not in the nature of restrictions but instead are in the
furtherance of trade or business, the Parties agree that if any of the provisions should be held
by a court or tribunal of competent standing to be invalid as an unreasonable restraint of trade
 (but would have been valid if part of the wording had been deleted or the period reduced or
the range of activities or geographical area reduced in scope) the provisions of this Clause 15
shall apply with such modifications (which would be deemed to have been made) as are
necessary to make them valid and effectively enforceable by a court or tribunal of competent
jurisdiction.

15.4. Each of the Parties acknowledges and agrees that the remedy of damages for any breach of
the requirements of this Clause 15 would be inadequate, and agrees and consents that without
intending to limit any additional remedies that may be available, temporary and permanent
injunctive and other equitable relief may be granted in any proceeding which may be brought
to enforce any of the provisions of this Clause 15.

16. DURATION AND TERMINATION

16.1. This Agreement shall become effective from the date of execution of this Agreement and the
provisions of this Agreement shall remain effective, valid and binding unless sooner
terminated in accordance with the provisions hereof.

16.2. This Agreement may be terminated at the option of either Party forthwith on written Notice
by such Party upon the other Party in the following events (“Events of Termination”):

16.2.1. Liquidation- If a trustee, voluntary administrator, liquidator or provisional liquidator is

appointed by a court of competent jurisdiction for all or any part of the Company’s assets or
undertaking and such appointment is not dismissed, reversed, vacated or stayed within 90
(Ninety) days of such appointment;

16.2.2. Compromise with Creditors- If the Company, acting through its Board, has entered into or
resolved to enter into an arrangement, composition or compromise with or assignment of
Company’s assets for the benefit of its creditors generally or any class of creditors, or
proceedings are commenced by a Party to sanction such an arrangement, composition or
compromise, in each case, other than for the purposes of a bona fide scheme of restructuring,
reconstruction or amalgamation;

16.2.3. Event of Default- Upon the occurrence and continuation of an Event of Default, by any non-
defaulting Party, unless the occurrence of the Event of Default shall be due to an action or
omission of the Party seeking to terminate this Agreement;
16.2.4. Expropriation- If the substantial portion of assets or capital stock of the Company is
expropriated by a Government Authority;

16.2.5. Mutual Consent- With mutual consent of all the Parties in writing; and

16.2.6. Cessation of Shareholding- Upon any transfer of Shares or other events as a consequence of
which such Party and its Associates cease to hold any Shares.

16.3. An event of default (“Event of Default”) occurs or is deemed to have occurred in relation to a
Party (“Defaulting Shareholder”) if:

16.3.1. the Defaulting Shareholder commits a material breach of this Agreement and such breach has
not been cured by the Defaulting Shareholder within 90 (Ninety) days of the receipt of the
written Notice from the Non Defaulting Shareholder;

16.3.2. the Defaulting Shareholder, as applicable, has:

(i) Insolvency- Ceased to be in a position to pay its debts or suspended the payment of its
debts generally or will immediately cease or threaten to cease to carry on its business or
become insolvent/bankrupt or unable to pay its debts as and when they become due and
payable;

(ii) Liquidation- A trustee, voluntary administrator, liquidator or provisional liquidator

appointed for all or any part of its assets or undertaking and such appointment is not
(other than in case of a voluntary appointment of the abovementioned persons by the
concerned Party) dismissed, reversed, vacated or stayed within 90 (Ninety) days of such
appointment;

(iii) Compromise with Creditors- Entered into or resolved to enter into winding-up
proceedings or an arrangement, composition or compromise with or assignment for the
benefit of its creditors generally or any class of creditors, or proceedings are commenced
by such Party to sanction such an arrangement, composition or compromise, in each case,
other than for the purposes of a bona fide scheme of restructuring, reconstruction or
amalgamation;

(iv) Expropriation- The substantial portion of assets or capital stock of the Defaulting Party
is expropriated by a Governmental Authority.
16.4. Within 30 (Thirty) Business Days following the occurrence of an Event of Termination, the
terminating Shareholder shall and/or the affected Party(ies) may, as the case may be, notify
the Board in writing of such Event of Termination with a copy to other Shareholders.

16.5. Effects of an Event of Termination:

16.5.1. Upon the occurrence of an Event of Termination pursuant to Clauses 16.2, the affected
Party(ies) may terminate this Agreement upon delivery of written Notice of termination to the
other Party(ies) and the Company after delivery of the Notice referred to in Clause 16.4. In
the event of such termination, the Parties shall mutually discuss the possibility of a purchase
of the Shares of either Party by the other Party. If such discussions have not resulted in either
Party selling its Shares to the other Party within 60 (Sixty) Business Days from the date of
Board receiving the Notice under Clause 16.4, then the Parties shall (i) use their commercially
reasonable efforts to effect and consummate a sale of the Company; provided that, in the
event the Company has ceased to be in a position to pay its debts or has suspended the
payment of its debts generally or the Company will imminently cease, or threaten to cease, to
carry on the Business or become insolvent or unable to pay its debts as and when they become
due and payable, the Parties shall not commence the process to effect a sale of the Company
and the Company shall be wound up; and (ii) if the sale of Company is not consummated
within 90 (Ninety) Business Days of the expiry of the said 60 (Sixty) Business Days, the
Company shall be wound up.

16.5.2. Upon occurrence of an Event of Termination, each Party shall deliver to the other Party all
proprietary/confidential information which is in its possession pursuant to this Agreement.

16.5.3. Upon the occurrence of an Event of Termination pursuant to Clause 16.2.3, Purchaser as one
Party or the Sellers collectively as one Party, as the case may be, (“Non-defaulting
Shareholder”), shall be entitled to terminate this Agreement by way of a written notice of
termination to the other Party(ies) and the Company and exercise the Termination Options set
forth in Clause 164.6 below after delivery of the notice referred to in Clause 16.4.

16.6. Effects of an Event of Default:

16.6.1. Upon an occurrence of an Event of Default, subject to Applicable Law, the Non-defaulting
Shareholder(s) shall be entitled to:
 (i) require the Defaulting Shareholder(s) to sell all, but not less than all, of the Defaulting
Shareholder’s Shares to the Non-defaulting Shareholder(s) in proportion to the
shareholding of such Non-defaulting Shareholder(s) relative to one another
(“Termination Call Option”); or

(ii) require the Defaulting Shareholder(s) to purchase all, but not less than all, of the Non-
defaulting Shareholders’ Shares (“Termination Put Option”).

(The Termination Call Option and the Termination Put Option are hereinafter collectively
referred to as the “Termination Options”).

16.6.2. The Termination Options shall be exercised by the Non-defaulting Shareholder(s) by

delivering a written Notice (“EOD Notice”) to the defaulting Party(ies) within 60 (Sixty)
Business Days from notification of the Event of Default giving rise to the Termination
Options pursuant to Clause 16.6.1 indicating the nature of default and the intention to acquire
the Shares of defaulting Party(ies) or sell the Shares of the Non-defaulting Shareholder in the
manner set out below:

(i) Termination Call Option

a) Within 60 (sixty) Business Days from the EOD Notice, the Non-Defaulting
Shareholders (“Non-defaulting Purchasers”) shall give an irrevocable Notice to
the defaulting Party(ies) calling upon the transfer of the Shares by Defaulting
Party(ies) to the Non-Defaulting Purchaser;

b) Upon receiving the notice from Non-defaulting Purchasers as above, the

defaulting Party(ies) shall be under obligation to transfer the Shares as required
by the Non-defaulting Purchaser and shall execute necessary transfer forms,
delivery instruction slips and such documents as required to effectively transfer
the Shares to Non-defaulting Purchasers;

c) The sale and purchase of the Shares of defaulting Party(ies) to the Non-defaulting
Purchaser shall take place on a spot delivery basis immediately following the date
when the Non-defaulting Purchaser calls upon the defaulting Party(ies) to transfer
their Shares and after obtaining the necessary government approvals;

d) The payment of consideration to defaulting Party(ies) and transfer of Shares to

 Non-defaulting Purchaser shall take place simultaneously.

(ii) Termination Put Option

a) Within 60 (sixty) Business Days from the EOD Notice, the Non-Defaulting
Shareholders (“Non-defaulting Sellers”) shall give an irrevocable notice to the
defaulting Party(ies) to purchase the Shares of the Non-defaulting Seller by
defaulting Party(ies);

b) Upon receiving the notice from Non-defaulting Sellers as above, the defaulting
Party(ies) shall be under obligation to purchase the Shares as required by the
Non-defaulting Seller and shall execute such documents as required to effectively
transfer the Shares to Non-defaulting Purchasers;

c) The sale and purchase of the Shares of Non-defaulting Seller to the defaulting
Party(ies) shall take place on a spot delivery basis immediately following the date
when the Non-defaulting Seller calls upon the defaulting Party(ies) to Purchase
their Shares and after obtaining the necessary government approvals;

d) The payment of consideration to Non-defaulting Seller and transfer of Shares to

defaulting Party(ies) shall take place simultaneously.

16.6.3. As consideration for the transfer of Shares under the Termination Options, the relevant Party
shall pay the following:

(i) Under the Termination Call Option, subject to Applicable Law, the Non-
defaulting Shareholders shall, either by itself or through its Associates or
nominees, purchase the Shares of the defaulting Party(ies) at eighty percent
(80%) of the fair market value at the time of the Event of Default on a per Share
basis (‘Termination Call Option Price’). In case, more than one Non-defaulting
Shareholders desire to purchase the Shares of the defaulting Party(ies), the Non-
defaulting Shareholders shall be entitled to make such purchase pro rata to their
shareholding; and

(ii) Under the Termination Put Option, subject to Applicable Law, the defaulting Party(ies)
shall, either by itself or through its Associates or nominees, purchase the Shares of the
 Non-defaulting Shareholders at one hundred twenty (120%) of the fair market value at the
time of the Event of Default on a per Share basis (‘Termination Put Option Price’).

(iii) The fair market value for the purposes of sub- Clauses 16.6.3 (a) and 16.6.3 (b) above
shall be determined by the chartered accountant. The chartered accountant shall be
appointed by the Non-defaulting Shareholders and the cost of valuation shall be borne by
the defaulting Party(ies).

(iv) The sale and purchase of the Shares pursuant to the Termination Options shall be
consummated within 60 (Sixty) Business Days from the date of receipt of the EOD
Notice. If, for any reason, such sale and purchase of Shares have not been consummated
within 60 (Sixty) Business Days from the date of receipt of the EOD Notice (as extended,
if necessary, to obtain requisite approvals from any Government Authority), any Non-
defaulting Shareholder, as the case may be, may make a written request to the other
Parties requesting that the Company should commence and consummate a sale of the
Company, provided that, the method of sale of the Company shall be chosen by the Non-
defaulting Shareholder. In the event any Party has provided such written request pursuant
to the foregoing sentence, the Company and the other Parties agree to commence and
consummate such a sale of the Company.

(v) For the avoidance of doubt, the remedies available to the Parties under this Clause 16 are
in addition to any other remedy available to them under this Agreement or Applicable
Law, whether in contract or in tort.

16.6.4. For the avoidance of doubt, such transfer shall be executed as a spot delivery contract.

16.6.5. Consequences of Termination:

(i) Transition Arrangements- The Parties agree that for a period of up to 180 (One
Hundred And Eighty) days at the request of Purchaser or a Seller: (a) the Parties
shall in good faith co-operate to facilitate the smooth separation of the Purchaser
and Sellers from the Company; (b) the Parties shall in good faith cooperate to
achieve a smooth transition of the Company’s customers and make best efforts to
avoid any disruption for the Company’s customers or damage to the Business; and
(c) if the Parties discover any arrangements or documents that are required for a
smooth transition, the Parties shall discuss and agree on the necessary
arrangements in accordance with the general principles set forth in above clause
 (a) and (b) of this Clause 16.6.5(i).

(ii) Termination of Transaction Documents- The Transaction Documents shall continue to

exist even after termination of this Agreement.

(iii) Release of Obligations- Each Party shall be released from all obligations to the other
Party arising after the date of expiration or termination except that termination/expiry of
this Agreement shall not relieve either Party of any obligation or liability accrued prior to
the date of termination or expiry nor shall expiration or termination of the Agreement
relieve any of the Parties from any liability arising from any breach of this Agreement.

(iv) Representations- The Parties shall immediately cease to make any representations that
they are associated with each other.

17. MISCELLANEOUS 

17.1. Benefit of the Agreement: No Partnership

This Agreement shall be for the benefit of and be binding upon the respective successors and
permitted assigns of the Parties. Nothing herein shall constitute the Parties intent to form a
partnership or an association of persons.

17.2. Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly
executed by the Parties specifically referring to the provision to be amended. No waiver of
any provision of this Agreement, or of any breach thereof, shall be effective or binding unless
made in writing and signed by the Party purporting to give the same and, unless otherwise
provided in the written waiver, shall be limited to the specific matter waived.

17.3. Assignment

Except as may be expressly provided in this Agreement, none of the Parties may assign or
transfer its rights or obligations under this Agreement without the prior written consent of all
the other Parties.

17.4. Notices
17.4.1. Any demand, notice or other communication (hereinafter in this Clause 17.4 referred to as a
“Notice”) to be given in connection with this Agreement shall be in writing and shall be
delivered personally or by courier or email or by facsimile to the Parties at the addresses
mentioned above (or at such other address or facsimile number of a Party as may be
designated by Notice by such Party to the others not less than 10 (ten) Business Days prior
written notice).

17.4.2. All notices given in accordance with Clause 17.4.1 shall be deemed to have been served as
follows:

(i) if delivered by hand, at the time of delivery;

(ii) if communicated by facsimile, on receipt of confirmation of successful transmission; and

(iii) if delivered by courier, fourteen (14) Business Days after mailing by courier.

17.4.3. All notices communicated by facsimile shall be followed by a copy thereof being sent by
courier to the addresses specified in Clause 17.4.1 above.

17.5. Time is of the Essence

With regard to all dates and time periods set forth or referred to in this Agreement, time is of
the essence.

17.6. Subsidiaries

The parties shall mutually decide incorporation or divestment of subsidiary(ies) of Company,

its shareholding, composition of the management, composition of its board, the voting
mechanism and other items in relation to the affairs of the subsidiary(ies).

17.7. Waiver of Rights/Release and Liability

17.7.1. No Waiver of Rights

Any right or remedy hereby conferred upon any of the Parties shall be in addition to and
without prejudice to all other rights, powers, and remedies available to that Party and no
exercise or failure to exercise or delay in exercising any such right, power or remedy shall
 save as otherwise expressly provided herein constitute a waiver by that Party of any such
other right, power or remedy.

17.7.2. Release by any Party

Any liability to any Party hereto may be released, compounded or compromised in whole or
in part or time or indulgence may be given by that Party in that Party’s absolute discretion as
regards the other Parties under such liability, in each case without in any way prejudicing or
affecting that Party’s rights against such other Parties under the same or a like liability,
whether joint and several or otherwise

17.8. Costs

Each Party shall bear and pay its respective legal and accountancy costs, charges and other
expenses connected with the negotiation, preparation and implementation of this Agreement.

17.9. Counterparts

This Agreement may be entered into in any number of counterparts each of which when so
executed and delivered shall be deemed an original, but all the counterparts shall together
constitute one and the same instrument. Any Party may enter into this Agreement by signing
any such counterpart and delivering such counterpart to the other parties via facsimile or
electronically.

17.10. Survival

The following Clauses of this Agreement shall survive even after termination of this
Agreement:
Clause Nos. 5, 14, 15, 16.6.5, and any other Clause which by its very nature is intended to
survive the termination of this Agreement.

17.11. Force Majeure

In the event either Party is delayed or prevented from performing this Agreement or any
obligations or any part thereof due to any cause beyond its reasonable control, including but
not limited to government sanctions, riots, war, earthquake, tsunami, violence, and acts of
God, etc. (“Force Majeure”), such delay shall be excused during the continuance of such
 delay, and the period of performance shall be extended to such extent as may be reasonable to
perform after the cause of delay has been removed.

17.12. Further Assurance

Each Party agrees with each other Party to do or procure to be done all such further acts and
things and execute or procure the execution of all such other documents as any other Party
may from time to time reasonably require for the purpose of giving to that Party the full
benefit of the provisions of this Agreement.

17.13. Supersession of prior documents

This Agreement, the schedules attached hereto and the Transaction Documents referred to
herein shall supersede all previous agreements and understandings prior to the date hereof in
respect of subject matter hereof.

17.14. Severability

17.14.1.Each and every obligation under this Agreement shall be treated as a separate obligation and
shall be severally enforceable as such and in the event of any obligation or obligations being
or becoming unenforceable in whole or in part.

17.14.2.To the extent that any provision(s) of this Agreement are unenforceable or void, they shall be
deemed to be deleted from this Agreement, and any such deletion shall not affect the
enforceability of the remainder of this Agreement not so deleted, provided the fundamental
terms of the Agreement are not altered. To the extent that any provision(s) of this Agreement
are unenforceable or void as against the Company but are enforceable as against the Sellers
and Purchaser, they shall be enforced against the Sellers and Purchaser.

17.14.3.Notwithstanding the foregoing, the Parties shall negotiate in good faith in order to agree the
terms of a mutually satisfactory provision, achieving as nearly as possible the same
commercial effect, to be substituted for the provision so found to be unenforceable or void.

17.15. Governing Law and Arbitration

17.15.1.This Agreement shall be governed by and construed in accordance with the substantive laws
of India and subject to Clause 17.15.2, the courts in Delhi shall have exclusive jurisdiction.
17.15.2.Any and all disputes between the Parties arising out of or in connection with this Agreement
or its performance (including its validity, interpretation and termination) shall, so far as is
possible, be settled amicably between the Parties.

17.15.3.If after a period of 30 (thirty) days from such dispute, the Parties to the dispute have failed to
reach an amicable settlement, such dispute shall, at the written request of any Party to the
dispute, be settled by binding arbitration.

17.15.4.All disputes arising out of or in connection with this Agreement shall be finally settled under
the Indian Arbitration and Conciliation Act, 1996. The arbitration will be conducted by a
panel of 3 (three) arbitrators, whose decision shall be final and binding on the Parties. The
Purchaser shall be entitled to appoint 1 (one) arbitrator, the Sellers shall collectively be
entitled to appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed shall jointly
appoint a third arbitrator. The juridical seat or venue of arbitration shall be Delhi. All
proceedings of such arbitration including the award shall be in the English language and shall
be kept confidential by the Parties.

17.15.5.The place of the arbitration shall be Delhi, India and the language of the arbitration shall be
English.

17.15.6.The cost of arbitration shall be borne by the losing party. In the event there is no winning or
losing party, the cost of arbitration will be shared equally between the two parties.

17.16. Specific Performance and Injunctive Relief

17.16.1.The Parties recognize that the obligations imposed on them in this Agreement are special,
unique and of extraordinary character, and that, in the event of breach by any Party, damages
will be an insufficient remedy. Consequently, it is agreed that the Parties to this Agreement
may have specific performance (in addition to damages) as a remedy for the enforcement of
this Agreement without proving damages.

17.16.2.The Parties agree that each Party shall be entitled to an injunction, restraining order, right for
recovery or such other equitable relief as a court of competent jurisdiction may deem
necessary or appropriate to restrain any other Party from committing any violation or enforce
the performance of the covenants, representations, warranties and obligations contained in
this Agreement. These injunctive remedies are cumulative and are in addition to any other
 rights and remedies the Parties may have at law or in equity

17.17. Interest

17.17.1.In the event any payment under this Agreement remains outstanding after the due date, the
Party liable to pay such an amount shall be liable to pay an interest at the then existing bank
rate prescribed by the Reserve Bank of India plus 2% (Two Percent) per annum on the unpaid
amount from the due date till the full payment has been made to the relevant Party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above mentioned.
 
Young F & B Private Limited   Mahim Kumar

Signature:   Signature:

Name and Designation:  

Witness   Witness

Signature:   Signature:

Name   Name

-------------------   -----------------

Signature:   Signature:

Name: Yoginder Mohan   Name: Khushi Singh

Witness   Witness

Signature:   Signature:

Name: Nikhil Chaurasia   Name: Trisha Luthra

 

Signature:   Signature:

Name: --------------   Name:--------------

Witness   Witness

Signature:   Signature:

Name   Name
  

Signature:   Signature:

Name: Harshul Sharma   Name: Mohini Malhotra

Witness   Witness

Signature:   Signature:

Name   Name

Rangoli F & B Private Limited  

Signature:  

Name and Designation:

______________
 

Witness  

Signature:  

Name  

SCHEDULE I
SHAREHOLDING PATTERN OF THE COMPANY AS ON THE EXECUTION DATE
S. NO. SHAREHOLDER NO. OF EQUITY SHARES SHAREHOLDING (%)

1. Mahim Kuamr 30,000 30%

2. Yoginder Kumar 15,000 15%

3. Khushi Singh 5,000 5%

4. Nikhil Chaurasia 15,000 15%

5. Trisha Luthra 15,000 15%

6. Harshul Sharma 15,000 15%

7. Mohini Malhotra 5,000 5%

TOTAL 100,000 100

 SCHEDULE II
SHARE TRANSFER FROM SELLERS TO PURCHASER

S. TRANSFEROR TRANSFEREE NO. OF SHARE

NO. SHARES PERCENTAGE
1. Mahim Kuamr Rangoli F & B Private Limited 15,000 15%

2. Yoginder Kumar Rangoli F & B Private Limited 5,000 5%

3. Khushi Singh Rangoli F & B Private Limited 1,000 1%

4. Nikhil Chaurasia Rangoli F & B Private Limited 5,000 5%

5. Trisha Luthra Rangoli F & B Private Limited 5,000 5%

6. Harshul Sharma Rangoli F & B Private Limited 5,000 5%

7. Mohini Malhotra Rangoli F & B Private Limited 1,000 1%

TOTAL 37,000 37%

 SCHEDULE III
SHAREHOLDING PATTERN OF THE COMPANY AS ON THE CLOSING DATE

S. NO. SHAREHOLDER NO. OF EQUITY SHAREHOLDING

SHARES (%)

1. Mahim Kuamr 15,000 15%

2. Yoginder Kumar 10,000 10%

3. Khushi Singh 4,000 4%

4. Nikhil Chaurasia 10,000 10%

5. Trisha Luthra 10,000 10%

6. Harshul Sharma 10,000 10%

7. Mohini Malhotra 4,000 4%

8. Rangoli F & B Private Limited 37,000 37%

TOTAL 100,000 100