Exercise 1

ASSET PURCHASE AGREEMENT

This agreement to purchase assets (“Agreement”) is made on [.] (“Execution Date”) at
Gandhinagar.
BY AND AMONG:
1. Foxon Private Limited, a private company registered incorporated under the Companies
Act, 2013, with CIN 778888888, and its registered office located at 7/ Urud Gio, Khol
plaza, Gandhinagar, Gujarat-800888, hereinafter referred to as “Acquirer”.
AND
2. Macromax Private Limited, a private company incorporated under Companies Act,
2013, with CIN 888889, and its registered office located at 87, Raja Palace,
Gandhinagar, Gujarat-80089877, hereinafter referred to as “Company”.
The Company and Acquirer shall hereinafter be individually referred to as “Party” and
collectively known as the “Parties”, as the context permits.
WHEREAS:
A. The Company is in the business of operating several manufacturing facilities for
production and assembling cell phones for Taiwanese companies;
B. The Acquirer is in the business of manufacturing and assembling components for Appy
Private Limited for their phone Aphone;
C. The Company intends on transferring, one of the Acquirer’s manufacturing facility
(hereinafter referred to as Transferred Assets), free and clear of all Encumbrances of any
kind or nature, on the terms and conditions set forth in this Agreement;
D. The Parties intend to record the representations, warranties, undertakings and conditions
related to the transfer of the manufacturing facility by the Company to Acquirer.
NOW THEREFORE, for good and valuable consideration, the sufficient of which is hereby
acknowledged, the Parties agree as follows:

1. Definitions
In this Agreement, the following words shall have the meaning assigned to them in this
Clause, unless the context indicates otherwise.

a) “Affiliate” means, with respect to a Party hereto, any entity that, directly or
indirectly, controls, is controlled by, or is under common control with such
Party, where “control” means the direct or indirect possession of the power to
direct or cause the direction of the management and policies of another entity,
whether through the ownership of voting securities, by contract or otherwise;
and in case of an individual, the relatives and related parties of such individual as
per Companies Act, 2013.
b) “Acquisition” means the transaction of acquisition of Transferred Assets by
Acquirer;
 c) “Business Day” shall mean a day, not being a Saturday or a Sunday or a public
holiday, on which banks are open for business in Gandhinagar and, in the
context of a payment being made to or from a scheduled commercial bank in a
place other than Chennai, India, in such other place
d) “Closing” shall have the meaning set forth in Clause 5;
e) “Closing Date” shall have the meaning set forth in Clause 5;
f) “Effective Date” means the Execution Date;
g) “Encumbrance(s)” means any interest of any Person (as hereinafter defined),
including without limitation, any right to acquire, right to pre-emption or any
right pursuant to any mortgage, charge, pledge, lien, assignment, hypothecation,
security interest, title, retention or any other security agreement or arrangement
whether written or verbal in relation to the Business;
h) “Transferred Assets” means the assets listed in Schedule 1 to this Agreement,
which shall be transferred by the Company to Acquirer pursuant to this
Agreement;
i)

2. Transfer of Assets
a) Subject to the fulfilment of all the terms and conditions of this Agreement, at Closing,
the Company shall sell, assign, transfer, convey and deliver to Acquirer and Acquirer
shall purchase, acquire and accept from the Company, the Transferred Assets and all
the rights, title and interest therein, free and clear of all Encumbrances and Liabilities
and accept, right, title and interest in and to the Business comprising the following,
with effect from the Closing Date;
Fixed Assets

1. Manufacturing Plant located at 7/H, Ram Ban, Gurgaon,

Uttar Pradesh, India
2. Machineries
3. Assembly lines
4. 21 Dell Computers
5. 45 HP Laptops
6. Servers
7. 10 Printers and other office equipment
8. Software (including third party software)

b) Terminals, data storage devices, network infrastructure, other computer fixtures,

computer equipment and any other hardware and Intellectual Property Rights arising
from or used in relation to the Business or the Transferred Assets;

c) The purchase and sale of Transferred Assets pursuant to this Agreement shall be
effective from the Closing Date, and any benefit accruing to the Company arising
from the Transferred Assets at any time after the Closing Date shall be held by the
Company in trust for Acquirer, and shall be transferred to Acquirer within 5 (Five)
Business Days of receipt of such benefit

3. Conditions Precedent to Closing

 a) The Parties agree that the Closing is conditional upon the fulfilment of the following
conditions precedent (“Conditions Precedent”) by the Company, unless specifically
waived, in whole or in part, in writing by Acquirer:

i. Satisfactory conclusion of due diligence of the Transferred Assets and

Company’s Business, as deemed appropriate by Acquirer;
ii. The Company shall ensure that all approvals, provisions, consents required
under law to render its obligations under this Agreement enforceable, legal,
valid and binding, whether from any governmental agencies, board of
directors, shareholders or any other person shall have been obtained and
shall continue to be in force;
iii. The Company shall obtain non-objection certificate from the State Bank of
India for sale of the Transferred Assets on which charge has been created;
iv. The Company shall have made full and final settlement of all amounts due
and payable and/or accrued to and/or to be received from the Selected
Employees for the period up to the Closing Date. The Company shall agree
to be liable for all the unpaid liabilities or claims due up to the Closing Date
including such related liabilities and claims arising after the Closing Date;
v. The Company shall provide certified true copy of the resolution passed by
the board of directors approving the Company entering into this Agreement
and the transactions contemplated thereby;
vi. The Company shall have arranged meetings between Acquirer and Selected
Employees of the Company, in a manner satisfactory to Acquirer.

b) Upon satisfaction of the conditions precedent stipulated in above, Company shall

address a notice in writing to Acquirer recording and confirming the completion of
the said Conditions Precedent.

4. Purchase Price

a) The Purchase Price to be paid by Acquirer to the Company in consideration of the

Transferred Assets pursuant to this Agreement shall be INR [●] (“Purchase Price”),
as set forth in Clause 4 (b) and (c).
b) Acquirer shall pay a part of the Purchase Price on the date of Closing or within one
Business Day of the Closing, an amount of [●] (“ Base Consideration”) to the
Company;
c) An amount of [●] (“Deferred Consideration”) to the Company which shall be
payable within 6 (six) months after the Closing Date.

5. Closing

5.1 Upon fulfilment of the Conditions Precedent or waiver of any or all of them by Acquirer,
the closing of transfer of Transferred Assets as contemplated by this Agreement (the
“Closing”) shall take place on or before [●], or such other date as the Parties may mutually
agree in writing (the “Closing Date”), by undertaking the following actions:

a) The Company shall give to Acquirer, a certificate, dated as of the Closing

Date and executed by the Company, to the effect that each of the condition
precedents set forth in Clause 3 have been satisfied;
 b) The Company shall deliver to Acquirer possession of all the Transferred
Assets and Acquirer shall accept the delivery of all Transferred Assets, which
delivery shall transfer all the right, title and interest in the Transferred Assets
to Acquirer;
c) Acquirer shall pay the Base Consideration to Company by way of wire
transfer of funds in the bank account specified by the Company and the
Company shall deliver to Acquirer a signed receipt for the consideration in the
form as mutually agreed;
d) Company and Acquirer shall acknowledge the delivery of possession of
Transferred Assets by executing Memorandum of Delivery;
e) Company shall deliver to Acquirer closing certificate;
f) The Company shall deliver to Acquirer such other deeds, bills of sale,
endorsements, assignments, affidavits and other documents and all such acts,
deeds and things (including any such acts, deeds or things required by or with
any Governmental Authority to effect the transfer of any Transferred Asset),
as are necessary to effectively transfer the Transferred Assets to Acquirer on
the Closing Date.

5.2 The obligations of the Parties under Clause 5.1 are independent and shall be deemed to
have occurred simultaneously. Closing shall not occur unless all the obligations contained in
Clause 5.1 are complied with and are fully effective (unless any conditions have been waived
by Acquirer).

6. Indemnification

6.1 The Company (“Indemnifying Party”) hereby, jointly and severally, agree to indemnify
and hold Acquirer and its Affiliates, directors, officers, employees, shareholders, members,
partners, agents, attorneys, representatives, successors and assigns (“Acquirer Indemnified
Party”) harmless from and against, and pay to the applicable Acquirer Indemnified Party the
amount of, any and all Losses till 3 years from the Closing Date based upon, attributable to,
arising out of, or in connection with, or resulting from:

a) the breach or failure of any of the representations or warranties made by the

Company in this Agreement;
b) a breach of any covenant or other agreement on the part of the Company
under this Agreement;
c) the conduct of business and operations related to Transferred Assets relating
to any period prior to the Closing Date;
d) in relation to the Transferred Assets, any non-compliance with the applicable
law, including terms and conditions of any permits, registrations,
certificates, approvals or licenses for periods prior to Closing or arising due
to the Company’s omission in applying for and/or obtaining necessary
permits, registrations, certificates, approvals or licenses for the operation of
the Transferred Assets in the period prior to Closing;
e) any actual or alleged infringement of Intellectual Property Rights transferred
pursuant to this Agreement;
f) any Taxes that relate to the Transferred Assets for taxable periods (or
portions thereof) ending on or before the Closing Date;
6.2 The right to indemnification or any other remedy based on representations, warranties,
covenants and agreements in this Agreement or any other Transaction Documents shall not
be affected by any investigation conducted at any time, or any knowledge acquired (or
capable of being acquired) by Acquirer Indemnified Party at any time, whether before or after
the execution and delivery of this Agreement or the Closing Date, with respect to the
accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or
agreement. The waiver of any condition based on the accuracy of any representation or
warranty, or on the performance of or compliance with any such covenant or agreements,
shall not affect the right to indemnification or any other remedy based on such
representations, warranties, covenants and agreements.

6.3 A claim for indemnification for any matter may be asserted by notice to the Indemnifying
Party; provided, however, that failure to so notify the Indemnifying Party shall not preclude
Acquirer Indemnified Party from any indemnification which it may claim in accordance with
this Clause 6.

7. Non-compete and Non-solicit

7.1. In partial consideration of the payment of the Purchase Price, the Company covenants
and agrees that, during the Restrictive Period (as defined below), the Company will
not, without prior consent of Acquirer, either on its own behalf or through its
Affiliates or as an agent, consultant, employee, independent contractor, general
partner, investor, advisor, lender or guarantor of any Person other than Acquirer or an
Affiliate of Acquirer, or in any other capacity:

a) participate, engage in, or in any manner be associated with, any business that
competes with, is the same as, similar to, performs, serves or provides a similar
function as, or can be used as a substitute or replacement for, any service or product
offered, sold, provided or rendered pursuant to the Business (hereafter referred to as
the “Restricted Business”) in Gurgaon;
b) be associated in any manner with the customers and vendors of the Business which
results in competing with or soliciting with the Business;
c) develop, aid, or assist in the development of any product or service associated with
the Restricted Business; or
d) permit the name of the Company to be used in connection with a business which is
competitive with or substantially similar to the Restricted Business.

7.2. As used in this Clause 7, the “Restrictive Period” shall commence on the Closing
Date and shall continue until the expiry of the 3rd (third) anniversary of the Closing
Date.

7.3. Subject to the other provisions hereof, the Company agrees that during the Restrictive
Period, without the prior written consent of Acquirer, the Company (on its own or
through its directors) shall not directly or indirectly:
(i) contact, approach or solicit for the purpose of offering employment to or hiring
(whether as an employee, consultant, agent, independent contractor or otherwise) or
hire or engage any employee or independent contractor, of Acquirer or any Affiliate
or any successor or any former employee of Acquirer who was an employee during
the Restrictive Period; or
(ii) influence, encourage, solicit, persuade or induce (or attempt to do so), directly or
knowingly, indirectly, on behalf of himself or any third party, any Client (hereinafter
 defined) to cease doing business with or otherwise terminate, limit, postpone or
diminish its relationship or business dealings with Acquirer or any subsidiary or any
successor or any former employee of Acquirer who was an employee during the
Restrictive Period.

For purposes of the foregoing, a “Client” shall mean any Person (individual or
entity) who or which is a customer, prospective customer, supplier, vendor or partner
of the Acquirer as of the Effective Date or becomes one any time before the Closing
Date, including but not limited to the customers listed in Schedule 2 of this
Agreement.

7.4. The Company hereby acknowledges and agrees that:

(i) the execution and delivery and continuation in force of this provision is a material
inducement to Acquirer to execute this Agreement and is a mandatory condition
precedent to the closing of the Agreement, without which Acquirer would not close
the Agreement;
(ii) the scope of this provision in time, geography and types and limitations of
activities restricted is reasonable;
(iii) the Company has no intention of competing with the Business acquired by
Acquirer within the area and the time limits set forth in this Clause 7; and
(iv) breach of this Clause 7 will be such that Acquirer will not have an adequate
remedy at law because of the unique nature of the operations and the business
being conveyed to Acquirer and the Parties hereto agree that irreparable damage
would occur if any of the provisions of this Clause 7 were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly
agreed that Acquirer will be entitled to seek an injunction or injunctions to prevent
breaches of this Clause 7 and to enforce specifically the terms and provisions
hereof in any court of India.

8. Termination

This Agreement may be terminated at any time prior to the Closing Date:

a) by mutual written consent of the Parties;

b) by Company or Acquirer if the Closing shall not have occurred on or before [●] (the
“Termination Date”), provided that (i) the terminating party is not in material default
of any of its obligations hereunder; and (ii) the Company and Acquirer shall have the
option to extend, from time to time, the Termination Date for such additional periods
of time as may be mutually agreed;
c) by Acquirer, if the Company shall have breached or failed to perform any of its
representations, warranties, covenants or agreements set forth in this Agreement, or if
any representation or warranty of the Company shall have become untrue, and such
breach is incapable of being cured or, if capable of being cured, shall not have been
cured within fifteen (15) Business Days following receipt by the Company of notice of
such breach from Acquirer.
d) by Acquirer if Acquirer undergoes a change of control event and Acquirer determines
that the conclusion of the change of control proceedings shall jeopardize its interests
by consummation of this contemplated transaction.
 9. Dispute resolution

The Parties agree to negotiate in good faith to resolve any dispute between them regarding
this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of
Parties within 30 (thirty) days, the Parties shall conduct arbitration in Gandhinagar, India in
English language, in accordance with the rules of the Arbitration and Conciliation Act, 1996
(the “Rules”).

a) The Parties agree that the dispute shall be settled by a sole arbitrator appointed in
accordance with the said Rules, and the sole arbitrator so appointed shall be referred
to herein as an “Arbitrator”.
b) Following the appointment of the Arbitrator, the Arbitrator shall set forth the schedule
and timing of the arbitration proceedings in accordance with the applicable provisions
of the Rules.
c) Upon rendering an award or a decision, the Arbitrator shall set forth in writing
findings of fact, conclusions of law and a reasoned opinion explaining the basis of
such award or decision and shall make a determination of which party shall be
considered the prevailing party, which determination shall be consistent with such
reasoned opinion.
d) The Arbitrator shall be empowered to issue injunctive or other equitable relief.
e) The Arbitration award shall be final and binding on the Parties.
f) Judgment on the award or any other final or interim decision rendered by the
Arbitrator may be entered, registered or filed for enforcement purposes in any court
having jurisdiction thereof.

10. Entire Agreement:

This Agreement (including the documents referred to herein) constitutes the entire
agreement between the Parties and supersedes any prior understandings, agreements,
arrangements, or representations by or between the Parties, written or oral, to the
extent they related in any way to the subject matter hereof.

11. Assignment:

Company shall not assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of Acquirer.

12. Counterparts:

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

IN WITNESS WHEREOF each of the Parties has signed and executed this Agreement, and
all the original copies hereto, on the first above.

Signed and delivered for and on behalf of Company

____________________________________
By:
Title: Director
Date:

Signed and delivered for and on behalf of Acquirer

____________________________________
By:
Title: Founder & President
Date:

Exercise 2

1. TRANSFER OF BUSINESS

a) In consideration of and subject to the fulfilment of the terms and conditions of this
Agreement, the Seller shall, on the Closing Date, irrevocably and unconditionally
transfer, grant, sell, convey, assign and deliver, as a going concern, to the Buyer, [free
and clear of all Encumbrances] and the Buyer shall accept, purchase and acquire, as a
going concern, from the Seller, all of the Seller's rights and interests in and title to the
Business including the following;

(i) any and all rights and interest in the Assets (other than the Excluded Assets)
[(and to the extent that any of the Assets are not transferable or assignable,
to ensure, for the Buyer’s continuous, uninterrupted use or the right to use)

(ii) services of all the Employees; and

(iii) all records exclusively pertaining to the Business whether in physical or in

electronic form;

(iv) all existing contracts and agreements of the Seller with third parties.

b) The Buyer shall assume and takeover the Liabilities with immediate effect from the
Closing Date, and the Excluded Liabilities shall be the sole responsibility and liability
of the Seller.

c) The following shall be the Excluding Liabilities of the Seller:

(i) The loan taken by the Seller on 15/09/2018 form the Punjab National Bank;

(ii) The outstanding dues payable by the Seller to M/s Boson Machines.

d) Collection of Receivables: On and from the Closing Date, the Buyer shall have the
exclusive power, right and authority, to receive and/ or deposit in the name of the
Seller, any checks, drafts, documents and instruments evidencing payment of
 Receivables which are payable to, or payable to the order of, or endorsed in favour of
the Seller. The Seller shall not, directly or indirectly, engage in any collection efforts
with respect to the Receivables other than with respect to Receivables the collections
of which has been relinquished in writing by the Buyer to the SellerThe Buyer shall
have the right to notify the account debtors of the Receivables to direct payment to
such bank account as the Buyer shall from time to time designate. Notwithstanding
anything contained herein, any payments in whichever form, either as checks, drafts,
documents and instruments in relation to the Receivables are received and/ or
deposited in the accounts of the Seller shall be immediately, but not later than 5 (five)
days from the date of receipt thereof, be paid by the Seller to the Buyer.

e) Refund Assets shall be to the account of the Seller, but in case the refunds are received
in the name of the Buyer, then the Buyer shall reimburse such amounts to the Seller
within 14 (fourteen) days from the date of receipt of the funds comprising Refund
Assets.