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INVESTMENT cum LOAN AGREEMENT

This INVESTMENT AGREEMENT (“Agreement”) is entered into as of [DATE] day of [MONTH], 202[•]
(“Execution Date”) by and amongst:

I. Chitram Realty Venture Private. Limited, a company incorporated under the provisions of
Companies Act, 2013 bearing the CIN U70103DL2021PTC389725 having its registered office at Flats
504, 5th Floor of the DLF Centre, Savitri Cinema Complex, Greater Kailash-II, New Delhi - 110048,
India (hereinafter referred to as the “Company”, which expression shall include its successors and
permitted assigns) of the FIRST PART;
AND

II. ADAD FIN ADVISORS PRIVATE LIMITED, a company incorporated under the provisions of
Companies Act, 2013 bearing the CIN U93030UP2009PTC038574 having its registered office at MD
1/40 LDA Colony, Kanpur Road, Lucknow – 226012, UP, India (hereinafter referred to as the
“Management Company”, which expression shall include its successors and permitted assigns) of
the SECOND PART;
AND

III. Ms. / Mr.______________, d/o / s/o / w/o, ____________, residing at _________, India
(hereinafter referred to as “Investor”, which expression shall include her legal heirs and successors)
of the THIRD PART.

Each of the Company, Investor and Management Company are individually referred to as the “Party” and
collectively as the “Parties”.

PREAMBLE:

A. The Company is a private company, limited by shares incorporated and existing under the
Companies Act, 2013, inter-alia engaged in the business of Owning Cinema Multiplex and it’s
operations (“Business”).

B. The Investor is keen to contribute to the Company’s growth. Furthermore, the Investor
acknowledges that the Management Company is one of the Shareholders in the Company and
renders management consultancy services to the Company vide the Management & Consultancy
Agreement dated ______, as executed between the Company and the Management Company
(“Management Consultancy Agreement”).

C. The Investor has agreed to make an investment by subscribing to the Investor Securities (as defined
hereinafter) in the Company on the terms and conditions set out in this Agreement. (“Transaction”)

D. Accordingly, the Parties are desirous of executing this Agreement to set out the agreement, and
relationship between the Parties and their rights and obligations in relation to the investment by
the Investor in the Company, rights and obligations of the Investor and that of Shareholders of the
Company and other matters in connection therewith.

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NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH
HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Defined terms, as used in this Agreement, the following and their cognate terms and expressions
when used with the first letter capitalized shall, unless the context otherwise requires, have the
meanings assigned below. All capitalized items not defined in this Clause 1 shall have the meanings
assigned to them in the other parts of this Agreement by bold letters enclosed within quotes (“”):

1.1.1 “Act” means the Companies Act, 2013, as amended from time to time and shall include any
statutory replacement or re-enactment thereof;

1.1.2 “Affiliate”, with respect to: (a) a Person (other than an individual), means any Person who,
Controls, is Controlled by or is under common Control with such Person and (b) a Person
(who is an individual), means any Person who is Controlled by or is under common Control
with the individual, a Relative of such individual and a Person who is Controlled by or in under
common Control with a Relative of such individual;

1.1.3 “Articles of Association” or “Articles” means the articles of association of the Company as
amended from time to time;

1.1.4 “Board” means the board of directors of the Company, constituted and reconstituted from
time to time;

1.1.5 “Business Day” means any day other than Saturday, Sunday or any day on which banks in
New Delhi, India are generally closed for regular banking business;

1.1.6 “Closing” shall have the meaning ascribed to it under Clause 2.2 of this Agreement;

1.1.7 “Closing Date” shall have the meaning ascribed to it under Clause 2.2.1 of this Agreement;

1.1.8 “Designated Bank Account” shall mean the bank account maintained by the Company to
which the Investor shall remit the Subscription Amount in accordance with the terms of this
Agreement, the details of which are as follows:

Co Bank name Kotak Mahindra Bank


m
(Kalkaji Delhi)
p
a IFSC Code KKBK0000218
n Beneficiary name CHITRAM REALTY VENTURE PRIVATE
y LIMITED
Account number 4346239605

1.1.9 “Equity Share(s)” means ordinary equity share at Face Value, in the capital of the Company
and includes securities and instruments by whatever name called that have rights associated

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with ordinary equity shares;

1.1.10 “Face Value” shall mean INR 10/- (Indian Rupees Ten only), par value per Equity Share;

1.1.11 “Fully Diluted Basis” means a calculation assuming that all security instruments as issued by
the Company, including any options issued or reserved for issuance under any stock option
plan or scheme, by whatever name called, of the Company, existing at the time of
determination, have been exercised or converted into Equity Shares;

1.1.12 “Indian Rupees” or “INR” shall mean the lawful currency of India;

1.1.13 “Investor Securities Consideration” shall mean an aggregate amount of INR 51,500/- (Indian
Rupees Fifty One Thousand Five Hundred only)

1.1.14 “Investor Securities” shall mean 5,150 (Five Thousand One Hundred and Fifty only) Equity
Share of the Company, as issued by the Company to the Investor;

1.1.15 “Majority Shareholders” shall mean the Shareholders holding 75% of the total voting rights
and / or shareholding in the Company;

1.1.16 “Loan” shall mean the Loan Amount extended as a non-recourse loan / debt by the Investor
to the Company ;

1.1.17 “Loan Amount” shall mean a sum total of INR 4,63,500/- (Indian Rupees Five Lakhs Fourteen
Thousand Nine Hundred and Ninety only);

1.1.18 “Person” means any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust,
union, association, government or any agency or political subdivision thereof or any other
entity that may be treated as a person under applicable law;

1.1.19 “Shareholder” means any Person in whose name any Equity Share is registered in the
Company’s register of members, from time to time. For sake of abundant clarity,
Management Company and the Investor (only post receipt of Subscription Amount by the
Company from the Investor and Investor Securities being issued, allotted and registered in
the name of the Investor) shall be construed as Shareholders alongwith any other Persons,
who hold any shares / securities in the Company and have executed the Deed of Adherence
(as set forth in the Schedule) with the Company;

1.1.20 “Subscription Amount” mean the aggregate of Loan Amount and Investor Securities
Consideration i.e. INR 5,15,000 (Indian Rupees Five Lakhs and Fifteen Thousand only);

1.1.21 “Transaction Documents” means this Agreement, the Articles and all other agreements and
documents that may be executed by the Parties pursuant hereto and thereto and shall
include the schedules, annexures and appendices (if any) to any of the aforesaid, Deed of
Adherence(s) (as executed with new Shareholders, from time to time) and any other
document that is agreed between the Parties or new Shareholders hereof to be designated
a Transaction Document; and

1.1.22 “Transfer” includes any transfer, sale, assignment, pledge, hypothecation, creation of a
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security interest in or lien on, exchange, extinguishment, relinquishment, gift or other
disposition (whether or not voluntarily and whether directly or indirectly) of the Securities or
voting interests or any interest therein, including, without limitation, by operation of law, by
court order, by judicial process, or by foreclosure, levy or attachment, by which legal title to
or beneficial ownership of such Securities or any interest therein passes from one Person to
another Person or to the same Person in a different legal capacity, whether or not for value
including granting of or extending any Encumbrance in such Securities but excludes any
transmission of shares pursuant to the Act.

1.2 Interpretation. The following rules of interpretation shall apply in the Agreement unless the context
requires otherwise or is expressly specified otherwise.

1.2.1 The singular includes the plural and conversely.

1.2.2 Where a word or phrase is defined, its other grammatical forms have a corresponding
meaning.

1.2.3 A reference to any agreement or document is to that agreement or document as amended,


novated, supplemented, varied or replaced from time to time, except to the extent
prohibited by this or that other agreement or document.

1.2.4 The headings and titles in the Agreement are indicative and shall not be deemed part of the
Agreement or taken into consideration in the construction of the Agreement.

1.2.5 Capitalized terms not defined in this Agreement shall have meanings assigned to them as per
applicable laws.

2. ISSUE AND SUBSCRIPTION OF SHARES

2.1 Agreement to Subscribe, Issue and Allotment

The Investor on the terms and subject to the provisions of this Agreement agree to invest the
Subscription Amount, which shall constitute good consideration for the allotment of the Investor
Securities by the Company, free and clear of all encumbrances.

2.1. Conditions Precedent to Completion

The obligation of the Investor to subscribe to the Investor Securities is subject to the Investor having
received a certified copy of a duly passed resolution of the Board of the Company, approving the
execution, delivery and performance of this Agreement alongwith approval of the Transaction.

2.2. Closing

2.2.1. The Parties agree that the closing date shall be the 7th Business Day from the Execution Date
(“Closing Date”).

2.2.2. For the purpose of the Closing, the following formalities shall be completed, and steps shall
be taken in the order indicated below:

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(a) The Investor shall remit the Subscription Amounts for the subscribing to the Investor
Securities, to the Designated Bank Account of the Company.

(b) Simultaneous with the receipt of the Subscription Amount as above from the Investor
by the Company, the Company shall ensure that a meeting of the Board is convened
and held where necessary resolutions will be passed for the following:

(i) effect the issue and allotment of the Investor Securities to the Investor and file
form PAS-3 with the RoC;

(ii) make necessary entries in the Company’s register of members in respect of the
Investor Securities;

(iii) adopt the amended Articles, subject to approval of the Shareholders of the
Company in a Shareholders’ meeting; and

(iv) issue a notice to convene, at shorter notice, an extraordinary general meeting


of the Shareholders of the Company on the Closing Date to pass the necessary
Shareholders resolutions on the matters as required under the Act, if any.

(c) The Company shall convene a meeting of its Shareholders at a shorter notice on the
Closing Date and pass necessary Shareholders resolutions to adopt the amended
Articles.

(d) It is hereby clarified that all transactions contemplated under this Clause shall be
deemed to occur simultaneously and no such transaction shall be consummated unless
all such transactions are consummated.

(e) Within 20 (twenty) days of the Closing Date, Company shall deliver to the Investor,
original and duly stamped and signed share certificate(s) of the Investor Securities.

3. REPRESENTATIONS AND WARRANTIES

3.1. Each Party represents to the other Parties hereto that:

3.1.1. Such Party has full authority and capacity to enter into, execute and deliver this Agreement
and to perform its obligations and the transactions contemplated hereby and, if such Party
is not a natural Person, such Party is duly incorporated or organised and validly existing under
the laws of the jurisdiction of its incorporation or organization, having full corporate power
and authority to enter into and perform its obligations under this Agreement; and

3.1.2. The execution and delivery by such Party of this Agreement and the performance by such
Party of its obligations and the transactions contemplated hereunder has been duly
authorised by all necessary corporate or other action of such Party.

3.1.3. Neither the entering into of this Agreement or any of the other Transaction Documents, the
consummation of the transactions contemplated hereby nor the performance by the Parties
of any of their respective obligations under this Agreement or such other Transaction
Documents will contravene, breach or violate the organizational documents of such Party.
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3.2. The Investor herein further represents and warrants to the Existing Shareholders as follows:

3.2.1. The funds used by the Investor to pay the Subscription Amount are legally acquired by the
Investor and does not violate any applicable laws, including without limitation, applicable
anti-money laundering laws.

3.2.2. The Investor has sufficient funds, resources and/or capabilities (financial or otherwise) to
perform its obligations under this Agreement.

4. BOARD OF DIRECTORS

4.1. Appointment of Directors

Directors will be nominated by the Management Company and shall be appointed in the manner
prescribed under the Act and this Agreement. Subject to Clause 4.2 below, the Board may also
appoint additional Directors from time to time, who will hold office until the next annual general
meeting of the Company. The Business shall be managed and conducted under the control and
supervision of the Board in consultation with the Management Company.

4.2. Constitution of Board

4.2.1. The Board shall comprise of up to 3 (three) Directors.

4.2.2. The Board shall appoint the chairman at every Board meeting. The chairman of the Board will
not have a second or casting vote.

4.3. Quorum

4.3.1. The quorum at the time of commencement and the meetings of the Board, or of any
committee of the Board of Directors, shall be the presence, in person, of at least 2 (two)
Directors or alternate Directors (as the case may be) (or such higher number as required
under the law).

4.3.2. If at a meeting of the Board a valid quorum is not present, despite the Directors being
properly notified, the meeting shall stand automatically adjourned and the procedure
provided under the Act shall apply to such adjourned meetings.

4.3.3. It is hereby clarified that no action or decision in relation to termination / novation /


suspension / amendment of the Management Consultancy Agreement can be taken by the
Board in any Board meeting, or in any adjourned meetings only with the prior written consent
of the Majority Shareholders (for the subject matter herein, Management Company will
excuse itself from such meeting).

4.4. Board councils

The Company shall set up compensation council and other councils/ committees, as may be formed
by the Board only in consultation with and approval of the Management Company.

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4.5. Shareholders Meetings

4.5.1. Meeting of Shareholders

The Company shall hold at least 1 (One) general meeting in any given calendar year. All
general meetings shall be governed by the Act, the Articles and this Agreement.

4.5.2. Notice of Shareholder Meetings

Prior written notice of at least 21 (Twenty-One) calendar days for a general meeting shall be
given to all Shareholders, provided however that any general meeting may be held upon
shorter notice in accordance with the provisions of the Act. All notices shall be accompanied
by an agenda setting out the particular business proposed to be transacted at such meeting
together with all relevant documents in relation thereto.

4.5.3. Quorum for Shareholder Meetings

(a) A meeting of the Shareholders of the Company shall require a quorum as specified
under the Act, provided that the Management Company’s authorized representative
should be required to present to constitute the valid quorum. Provided, however that
in matters related to the Management Consultancy Agreement, the Management
Company shall excuse itself from such meetings (“Proviso”).

(b) If within half an hour, no quorum is present at any meeting of the Shareholders, the
meeting shall be adjourned to the 15th (Fifteenth) day from the original date of the
meeting of the Shareholders, at the same time and venue, or if that date is not a
Business Day, to the succeeding Business Day (“Adjourned Shareholders Meeting”).
Subject to the provisions of the Act, the Shareholders present at the Adjourned
Shareholders Meeting shall constitute a valid quorum, subject to the Proviso above.

4.5.4. Decision making Principles of the Shareholders Meeting

Voting on all matters to be considered at a general meeting of the Shareholders shall be by


way of a poll unless otherwise agreed upon in writing by the Parties.

4.5.5. Voting Agreement

(a) At any Shareholders meeting, each Shareholder may exercise 1 (One) vote either by
itself /himself or by proxy, as per the provisions of the applicable law and the Act.

(b) The Parties shall cause their representatives of the Company to exercise their voting
rights at the meetings of the Shareholders in the manner necessary to give effect to
the terms of this Agreement, and to do and perform all acts, deeds and things as may
be expedient to give effect to the terms of this Agreement.

5. INFORMATION RIGHTS

5.1. The Company shall deliver to the Shareholders the following information and any other information
as the Shareholders may have the statutory right to know under the applicable law:

(a) the audited annual financial statements within 90 (ninety) days of the end of each financial
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year; and
(b) minutes of the meetings of the Shareholders, within 15 (fifteen) days of the date of the
meeting.
5.2. The Company agrees that the Shareholders shall also be entitled to reasonable inspection and
visitation rights.

6. TRANSFER OF SECURITIES / EXIT

6.1. The Investor shall for a period of 10 (Ten) years from the Closing Date, shall not Transfer the Investor
Securities held by it to any Person (“Investor Lock-in Period”). After the expiry of the Investor Lock-
in Period, Investor shall have the right to Transfer the Investor Securities, subject to (A) obtaining
prior written consent of the Management Company and (B) terms of this Agreement.

6.2. Management Company’s Right of first Offer


6.2.1. Subject to provisions of the Clause 6.1, in the event the Investor, proposes to Transfer sell
any or all of the securities held by the Investor in the Company (the “Offered Shares”), then
the Investor shall provide a notice in writing (the “ROFO Notice”) offering the Offered Shares,
to the Management Company prior to offering the Offered Shares to a third party purchaser
(the “Investors Third Party Purchaser”).
6.2.2. Within 15 (fifteen) days from the date of the receipt of the ROFO Notice (“ROFO Notice
Period”), the Management Company shall have the right (but not an obligation) to offer to
acquire all or any of the Securities mentioned in the ROFO Notice by providing a written
notice to the Investor (“ROFO Acceptance Notice”). The ROFO Acceptance Notice, if issued
by the Management Company, shall also set out the price per share offered by the
Management Company (“ROFO Offered Price”), the payment mechanism and all other terms
at which the Management Company is willing to purchase the Offered Shares from the
Investor including the number of Offered Shares which the Management Company is willing
to purchase from the Investor (“ROFO Terms”).
6.2.3. If the ROFO Offered Price and the ROFO Terms are acceptable to the Investor, then the
Investor shall within 15 (fifteen) Business Days from the date of the ROFO Acceptance Notice
(“Acceptance Notice Period”), issue a written notice to the Management Company accepting
the ROFO Offered Price and the ROFO Terms (“Letter of Acceptance”) and the Management
Company shall complete the transaction by payment of the purchase consideration within
30 (thirty) days from the date of receipt of the Letter of Acceptance by the Management
Company (“Sale Period”).
6.2.4. If (i) the Management Company declines to purchase the Securities mentioned in the ROFO
Notice, then the Management Company shall be entitled to sell the Offered Shares
mentioned in the ROFO Notice to the Investors Third Party Purchaser, subject to the
Investor’s Third Party Purchaser, executing the Deed of Adherence (as set forth in the
Schedule); or (ii) the Management Company does not issue the Letter of Acceptance within
the Acceptance Notice Period, then the Investor shall be entitled to sell the Offered Shares
mentioned in the ROFO Notice to the Investors Third Party Purchaser, subject to Investors
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Third Party Purchaser purchasing the Securities on terms and at a price which are better than
the ROFO Offered Price and the ROFO Terms and subject to the Investors Third Party
Purchaser executing the Deed of Adherence.
6.2.5. If completion of the Offered Shares to the Investors Third Party Purchaser by the Investor
does not take place within a period of 60 (sixty) days from the date of ROFO Notice, the right
of the Investor to Transfer the Offered Shares to the Investors Third Party Purchaser shall
lapse and the provisions of this Clause shall once again be applicable.
6.3. Strategic Sale

The Company may make efforts to arrange for an exit of the Investor including through acquisition
of the shares by a third party or where the Company decides to raise subsequent rounds of funding,
the Investor at their sole discretion, may decide to sell their shares to such third party at a mutually
agreed price.

7. LOAN TERMS

7.1. Rate of Interest: 8% p.a.

7.2. The Investor at its sole discretion agrees to grant the Loan to the Company in relation to the
Business.

7.3. Investor further acknowledges that the Loan granted herein may be re-paid by the Company, at a
time and in the manner as deemed appropriate by the Company alone at its sole discretion and the
Investor acknowledges that the Loan granted herein forms part of the equity risk that the Investor
is willing to undertake of its free will.

7.4. Notwithstanding anything to the contrary contained in this Agreement, Investor agrees and
undertakes that he / she / it shall not have any recourse against the Company (despite being advised
otherwise) for any breach, loss, liability, costs, expenses, non-repayment of the Loan or claims
suffered or incurred by the Investor due to any breach of this Agreement by the Investor or failure
of performance of obligations by the Company under this Agreement. Investor hereby expressly
waives its right to bring any action or suit against the Company and / or the Management Company
under or pursuant to this Agreement / Loan in respect of any breach or failure of performance of
obligations under this Agreement by the Company.

8. CONFIDENTIALITY

8.1. Each of the Party undertakes to each of the other Parties that she/he/it will not at any time
hereafter use or divulge or communicate to any person other than to officers or employees of the
Company or any group company whose province it is to know the any confidential information
concerning the business, accounts, finance, contractual arrangements or intellectual property
(whether owned or licensed by the Company) or other dealings, transactions, affairs or property of
the Company or any group company which may come to his/its knowledge and he/it shall use all
reasonable endeavours to prevent the publication or disclosure of any confidential information
concerning such matters. The aforementioned shall not be applicable to:

(b) Any information that has come into the public domain, other than by a breach of this clause,

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(c) For any reason, other than through the default of that Shareholder, the information shall
have ceased to be confidential, and

(d) is released pursuant to a binding court order or governmental regulation, provided that the
Shareholder delivers a copy of such order or action to the Company and co-operates with the
Company if it elects to contest such disclosure.

8.2. No announcement or publicity concerning the terms of this Agreement or the interests of any
Shareholder in the Company shall be made or issued by any of the Parties without the prior written
approval of the other Parties other than as required by law or by the rules of any competent
regulatory authority to which any of the Parties is subject.

9. TERMINATION

9.1. This Agreement shall terminate with respect to the Investor upon the Investor ceasing to hold any
share/s in the Company.

9.2. The rights and obligations of the Parties under this Agreement, which either expressly or by their
nature survive the termination of this Agreement, shall not be extinguished by termination of this
Agreement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of India and the
competent courts at New Delhi, India shall have exclusive jurisdiction on the matters arising from
the Agreement, without regard to the principles of conflicts of laws.

11. MISCELLANEOUS

11.1. Successors and Assigns

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the
Parties. The Agreement and the rights and obligations herein may not be assigned by the Investor
without the prior written consent of the Company. The Agreement and the rights and obligations
herein may be assigned by the Management Company and / or the Company to their respective
affiliates.

11.2. Entire Agreement

The Agreement together with all the schedules, exhibits, pitch-deck, written Business information
shared and recitals hereto forms a single Agreement between the Parties hereto. The Transaction
Documents constitute the entire understanding between the Parties with regard to the subject
matter hereof and thereof and supersede any other agreement between the Parties relating to the
subject matter hereof and thereof.

11.3. Notices

11.3.1. Notices, demands or other communication required or permitted to be given or made under
this Agreement shall be in writing and shall be given by email (provided that it is or by a
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facsimile/registered mail/internationally recognised courier service within 2 (two) days,
addressed/sent to the intended recipient at its address/facsimile number set forth below, or
to such other address/facsimile number as either Party may from time to time duly notify to
the others:

To Company
Name: Viplav Majumdar
Address:
Attention:
Email: chitramrealtyventure@gmail.com

To Management Company
Name: Mohini Arora
Address:
Attention:
Email: support@alternatepension.com

To Investor
Name:
Address: _________________
Email: ___________________

11.3.2. All notices shall be deemed to have been validly given on (i) the date immediately after the
date of transmission with confirmed answer back, if transmitted by facsimile transmission
(subject to a confirming copy being sent by registered mail), or (ii) the expiry of 7 (seven) days
after posting if sent by registered mail or (iii) the date of receipt, if sent by courier or (iv) if
sent by email, the day after the email was sent.

11.3.3. Either Party may, from time to time, change its address or representative for receipt of
notices provided for in this Agreement by giving to the other not less than 10 (ten) days prior
written notice in the same manner provided for in this Clause.

11.4. Costs

The Investor shall bear stamp duty on the Transaction Documents as well as all costs and expenses
in connection with the issue of the Investor Securities, including but not limited to stamp duty on
the Investor Securities shall be borne by the Investor.

11.5. Modification

This Agreement may be modified or amended only in writing duly executed by or on behalf of the
Parties and the Company.

11.6. Invalidity and Severability

Any provision of this Agreement, which is invalid or unenforceable, shall be ineffective to the extent
of such invalidity or unenforceability, without affecting in anyway the remaining provisions hereof.
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The illegality, unenforceability or invalidity of any provision of this Agreement shall not affect the
enforceability, legality or validity of the remaining provisions of this Agreement which shall remain
in full force and effect to the maximum extent permitted by law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid and enforceable and
most nearly reflects the original intent of the unenforceable provision.

11.7. Publicity

It is agreed between the Parties hereto that no publicity or dissemination of information in any
manner with regard to the transactions contemplated herein shall be made without the prior
written consent of the Company and / or Management Company.

11.8. Conflict with the Articles of Association

All the provisions of this Agreement, to the extent relevant, shall be incorporated into the Articles.
If and to the extent that there are inconsistencies between the provisions of this Agreement and
those of the Articles, the Parties agree to take all actions necessary or advisable, as promptly as
practicable after the discovery of such inconsistency, to amend the Articles so as to eliminate such
inconsistency.

11.9. Further Assurances

Each Party shall from time to time and at all times hereafter make, do, execute, or cause or procure
to be made, done and executed such further acts, deeds, conveyances, consents, documents and
assurances without further consideration, which may be required to effect the transactions
contemplated by this Agreement.

11.10. Counterparts

This Agreement may be executed in two counterparts, each of which shall be deemed an original,
but which together shall constitute one and the same instrument.

[Signature Page follows]

IN WITNESS WHEREOF, this Agreement has been signed by the duly authorized representatives of the
Parties the day and year first before written.

For & on behalf of the CHITRAM REALTY VENTURE PRIVATE LIMITED

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_________
Authorised Signatory:
Name:
Designation: Director
For & on behalf of the ADAD FIN ADVISORS PRIVATE LIMITED

_________
Authorised Signatory
Name: Viplav Majumdar
Designation: Director
By the Investor

_________
Name:
Witness 1 Witness 2

Name: Name:

Signature: Signature:

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