ASSIGNMENT ON

“DRAFTING OF A SHAREHOLDERS AGREE-

MENT FOR A Pvt Ltd. COMP.”

SUBMITTED BY: GOURA PRASAD DAS

ROLL NO.: 1982126

CLASS: BBA LL. B (HONS.) – B

BATCH: 2019-24

SUBJECT: BUSINESS LAW-II

SUBJECT CODE: LW3020

SUBMITTED TO: MR. UMANG GHILDYAL, ASST. FAC-

ULTY, SCHOOL OF LAW, KIIT DU

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 Shareholders’ Agreement

CONTENTS

Clause Page
1 DEFINITIONS AND INTERPRETATION 3

2 OBLIGATIONS OF THE COMPANY 6

3 SHAREHOLDERS’ OBLIGATIONS 6

4 GUARANTEES 7

5 DIVIDEND POLICY 7

6 TRANSFER OF SHARES 7

7 RESTRICTIVE COVENANTS 8

8 DRAG ALONG RIGHTS 9

9 ASSIGNMENT, NEW SHAREHOLDERS AND DEEDS

OF ADHERENCE 9

10 PUBLICITY 10

11 CONSENTS 10

12 RELATIONSHIP OF PARTIES 10

13 SEVERAL OBLIGATIONS 10

14 FURTHER ASSURANCE 10

15 SUCCESSORS 11

16 VOLUNTARY RETIREMENT AND DEATH 11

17 DURATION AND VARIATION OF AGREEMENT 11

18 WAIVER 11

19 INVALIDITY 11

20 RIGHTS OF THIRD PARTIES 11

21 COUNTERPARTS 12

22 NOTICES 12

23 ENTIRE AGREEMENT 12

24 GOVERNING LAW AND DISPUTE RESOLUTION 13

SCHEDULE 1 THE COMPANY 14

2
SCHEDULE 2 THE ORIGINAL SHAREHOLDERS 14

SCHEDULE 3 CONSENTS AND OBLIGATIONS 16

PART 1 SHAREHOLDER CONSENTS 16

PART 2 BUSINESS OBLIGATIONS 18

PART 3 INFORMATION OBLIGATIONS 19

SCHEDULE 4 SHAREHOLDER UNDERTAKINGS 22

SCHEDULE 5 FORM OF DEED OF ADHERENCE 23

SCHEDULE 6 GUARANTEES 24

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 Shareholders’ Agreement
THIS AGREEMENT is made on the 28th day of April 2022
BETWEEN: ABG Corps Ltd. and Gortech Pvt. Ltd.

(1) ABG Corps Ltd further details of which are set out in Schedule 1
(the “Company”); and
(2) THE PERSONS whose names and addresses are set out in Schedule 2 (together
the “Original Shareholders”).

WHEREAS:

(A) The Original Shareholders have agreed to form the Company, which is intended to be
established and organised in the manner set out in this Agreement.

(B) The Original Shareholders are entering into this Agreement in order to set out the
terms governing their relationship as shareholders of the Company.

AGREED TERMS
1. Definitions and interpretation
1.1 The definitions set out in this Clause 1.1 apply to this Agreement.

“Act” the Companies Act 2013.

“Acquiring Shareholders” has the meaning given in Clause 4.3.

“Articles” the articles of association of the Company from time to time.

“Benefits” all salaries, fees, bonuses, sums paid by way of expenses allow-
ance (so far as chargeable to income tax), pension contributions, long term
investment scheme payments and the estimated money value of benefits in
kind.

“Borrowings” all or any of:

(a) amounts borrowed by any Group Company except from any other
Group Company;
(b) actual or contingent liabilities under a guarantee given by any Group
Company in respect of a liability of a person not a Group Company;
and
(c) amounts due by any Group Company under any credit sale, finance
leasing, hire purchase or equipment leasing agreements insofar as
any of these can properly be attributed to capital.

“Business” the businesses carried on by the Group from time to time.

“Business Day” a day (excluding Saturdays, Sundays and public holidays)

when the banks in India are open for business.

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“Cessation Date” in relation to a Shareholder, the date on which that
Shareholder, any Family Trust established by him/her and any of his Family
Members cease to hold any Shares.

“Deed of Adherence” a deed of adherence to this agreement in, or sub-

stantially in, the form set out in Schedule 5.

“Director” a director of the Company, including any person occupying the

position of director by whatever name called.

“Disposing Shareholder” has the meaning given in Clause 4.3.

[“Election” has the meaning given in Clause 8.1.]

“Family Members” in relation to any Shareholder, that Shareholder’s

spouse and children (including step and adopted children) provided in each
case they are at least 18 years old.
“Family Trust” in relation to a Shareholder, a trust:
(a) of which that Shareholder is the settlor;
(b) which does not permit any of the settled property or the income from it
to be applied otherwise than for the benefit of:
(i) that Shareholder and/or a Family Member of that Shareholder;
or
(ii) any charity or charities as default beneficiaries (meaning that
such charity or charities have no immediate beneficial interest in
any of the settled property or the income from it when the trust is
created but may become so interested if there are no other ben-
eficiaries from time to time except another such charity or chari-
ties); and
(c) under which no power of control is capable of being exercised over
the votes of any Shares which are the subject of that trust by any per-
son other than the trustees, that Shareholder or any Family Member
of that Shareholder;
and “trust” includes a trust arising under a settlement, or declaration of
trust, inter vivos but excludes testamentary disposition or a trust arising on
an intestacy.

“Group” the Company and each Subsidiary (if any).

“Group Company” any member of the Group.

“Guarantees”:
(a) [the guarantees and indemnities set out in Schedule 6; and]
(b) any other guarantees or indemnities given with Shareholder Consent
by any of the Shareholders to any third party in respect of any liabili-
ties or obligations of any Group Company.

“Holder” in relation to a Share, the person whose name is entered in the

register of members as the holder of that Share from time to time.

“New Member” has the meaning given in Clause 9.2.

“Parties” the parties to this agreement from time to time.

“Recognised Investment Exchange” a recognised investment exchange

as per the laws of India.

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 “Related Party” a person who falls within the ambit of the definition of relat-
ed party as provided under the Act.

“Relevant Proportion” in relation to a Shareholder, a percentage calculated

by:
(a) dividing the total number of Shares held by that Shareholder from
time to time by the total number of Shares (including the Shares held
by that Shareholder) in issue from time to time; and
(b) then multiplying that figure by 100.

“Restrictive Covenants” the covenants set out in Clause 7.1.

“Shareholder Consent” the prior written consent of [all the Shareholders]

OR [the Shareholder Majority].

“Shareholder Majority” the Shareholders who together, at the relevant

time, hold more than [75%] in number of the Shares in issue at that time.

“Shareholders” all those persons who are Holders of Shares and are Par-
ties.

“Shares” the ordinary shares in the Company from time to time.

“Subsidiary” any company which is a subsidiary of the Company from time

to time.
1.2 The rules of interpretation set out in Clauses 1.3 to 1.11 (inclusive) apply to
this Agreement.
1.3 The Schedules form part of (and are incorporated into) this Agreement.
1.4 The headings to the Clauses, Schedules and Paragraphs are for conven-
ience only and shall not affect the interpretation or construction of this
agreement.
1.5 A reference to a “person” includes a reference to:
1.5.1 any individual, firm, partnership, unincorporated association or body
corporate wherever incorporated or situate; and
1.5.2 that person’s legal personal representatives, trustees in bankruptcy
and successors.
1.6 Unless the context otherwise requires:
1.6.1 words denoting the singular shall include the plural and vice versa;
1.6.2 words denoting a gender shall include all genders;
1.6.3 covenants and undertakings given by an individual shall be binding on
his personal representatives, trustees in bankruptcy and executors;
1.6.4 words and phrases defined in the Articles shall have the same mean-
ing when used in this agreement; and
1.6.5 references to (or to any specified provision of) this agreement or any
other document shall be construed as references to this agreement,
that provision or that document as in force and as amended from
time to time.
1.7 A reference to a statute, statutory provision or subordinate legislation in-

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 cludes a reference to it as modified, replaced, amended and/or re-enacted
from time to time (before or after the date of this Agreement) and any prior or
subsequent legislation made under it but this Clause 1.7 shall not operate so
as to impose on any Party any greater obligation than would otherwise ap-
ply.
1.8 Any reference to a “company” shall include any company, corporation or
other body corporate, however incorporated or established and in whichever
jurisdiction.
1.9 Where the expressions “directors”, “financial year”, “subsidiary”, “body
corporate” and “voting rights” are used in this Agreement they shall have
the meanings given to them respectively by the Act.
1.10 The terms “including”, “include”, “in particular” or any similar expres-
sion, shall not limit the sense or application of any words preceding those
terms.
1.11 A reference to a “Clause” or “Schedule” is to a clause of or schedule of
this agreement and a reference to a “Paragraph” is to a paragraph of the
relevant Schedule or the relevant part of the relevant Schedule.

2. Obligations of the Company

2.1 The Company undertakes to each Shareholder that (except with Sharehold-
er Consent) no Group Company shall take any of the actions set out in Part
1 of Schedule 3.
2.2 The Company undertakes to and agrees with each Shareholder that it will
(except with Shareholder Consent) comply with the obligations set out in
Parts 2 and 3 of Schedule 3.

3. Shareholders’ obligations
3.1 Each Shareholder undertakes to each of the other Shareholders that he/she
will procure that the Company complies in all respects with the terms of this
agreement and, in particular, will procure that the Company shall not (except
with Shareholder Consent) take any of the actions set out in Part 1 of Sched-
ule 3.
3.2 No Shareholder shall have any liability under Clause 3.1 unless he/she has:
3.2.1 failed to exercise his votes as a Shareholder and/or director of any
Group Company in favour of or against (as the case may be) the do-
ing of, or the omission to do, the act in question; or
3.2.2 done or failed to do, or procured the doing of, or the omission to do,
the act in question (whether alone or not).
3.3 Nothing in Clauses 3.1 or 3.2 shall require a Shareholder who is also direc-
tor of any Group Company to do, or omit to do, anything which would be a
breach of the duties imposed on him/her as a director by the Act or any
other applicable statute or rule of law.
3.4 Each Shareholder undertakes to the Company and each of the other Share-
holders in the terms of Schedule 4.

4. Guarantees
4.1 Each Shareholder agrees that, subject to Clauses 4.2 and 4.3, he/she will
bear his Relevant Proportion of the aggregate amount of any actual liability
incurred in respect of any Guarantee and each Shareholder shall indemnify

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 and keep indemnified the other Shareholders accordingly.
4.2 [If any liability incurred under any Guarantee is solely attributable to the dis-
honesty or fraud of one or more Shareholders then, notwithstanding Clause
4.1, the whole of such liability shall be borne by those Shareholders and they
shall indemnify and keep indemnified the other Shareholders accordingly.]
4.3 If any Shareholder (the “Disposing Shareholder”) disposes of all his
Shares to any of the other Shareholders, then the Shareholders acquiring
those Shares (the “Acquiring Shareholders” ) shall:
4.3.1 use all reasonable endeavours to obtain the release of the Disposing
Shareholder from any Guarantee which he/she may have given; and
4.3.2 until that release is obtained the Acquiring Shareholders shall indem-
nify and keep indemnified the Disposing Shareholder against any lia-
bility under that Guarantee.

5. Dividend Policy
5.1 [Subject to Clause 5.2, the Shareholders and the Company shall procure
that in respect of each financial year:
5.1.1 at least 21 % of the profits of the Company (or, if applicable, of the
consolidated profits of the Group) available for distribution pursuant to
the Act shall be distributed by way of cash dividends by the Company
within six months after the end of that financial year; and
5.1.2 each Subsidiary shall declare and pay to the Company sufficient and
timely dividends to ensure the Company’s compliance with this
Clause 5.1.]
5.2 No dividend shall be declared by any Group Company:
5.2.1 [without Shareholder Consent;]
5.2.2 which is prohibited by the Act or any other legal commitment binding
on any Group Company;
5.2.3 which would render any Group Company unable to pay its debts as
and when they fall due; or
5.2.4 the amount of which should reasonably be retained as a provision for
corporation tax or other tax liabilities or for the other actual liabilities of
any Group Company.]

6. Transfer of Shares
6.1 [No Shareholder may transfer any Share held by him/her pursuant to article 6
of the Articles for a period of 24 months after the date of this Agreement.]
6.2 Each Shareholder undertakes to each of the other Shareholders that he/she
will not (except with Shareholder Consent or as permitted or required pursu-
ant to the Articles and/or this agreement):
6.2.1 dispose of, or agree to dispose of, or grant any option in respect of,
the legal or beneficial interest in any Share held by him/her from time
to time;
6.2.2 enter into any arrangement (including any renunciation in favour of a
third party of any rights in relation to any rights issue of Shares) as a
result of which any benefit or entitlement derived from any Share held
by him/her from time to time is to be held for or passed to another
person; or
6.2.3 charge, mortgage or in any way encumber any Share held by him/her

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 from time to time.
6.3 [No Shareholder may transfer any Share held by him/her from time to time to
a Family Trust unless the trustees of that Family Trust have delivered to the
Company a Deed of Adherence together with (or including) an irrevocable
power of attorney granted in favour of the relevant Shareholder in respect of
the exercise of all voting rights attaching to that Share.]
6.4 The Company shall not register any disposal or transfer made in breach of
Clause 6.1 or 6.3 and the Shares comprised in any such transfer shall carry
no rights whatsoever unless and until the breach is rectified.

7. Restrictive covenants
7.1 In recognition of the fact that as holders of Shares the Shareholders have
interests in securing the protection of the goodwill, trade connections, confi-
dential information and employee base of each Group Company, each
Shareholder undertakes and covenants with the Company [and the other
Shareholders] that (except with Shareholder Consent) he/she will not, direct-
ly or indirectly:
7.1.1 (except in the proper course of his duties in respect of any Group
Company) divulge to any person, or otherwise make use of, any trade
secret or any confidential information concerning the business or fi-
nances of any Group Company;
7.1.2 in connection with the carrying on of any business similar to or in
competition with the Business (or any part of it), (on his own behalf or
on behalf or any person), while he/she is a director or employee of
any Group Company or for a period of [12] months after the Cessation
Date, seek to procure orders from, or do business with, any person
with whom that Shareholder (or any employee of any Group Company
reporting directly or indirectly to him) has done business on behalf of
any Group Company within the preceding 12 months or the 12
months preceding the Cessation Date (as the case may be);
7.1.3 while he/she is a director or employee of any Group Company, or for
a period of [12] months after the Cessation Date, endeavour to entice
away from any Group Company any person who has, at any time dur-
ing the preceding 12 months or the 12 months immediately preceding
the Cessation Date (as the case may be), been an officer, employee
or consultant of, or under contract of services to, any Group Company
(whether or not such person would commit any breach of the terms of
his his employment, appointment or contract by reason of leaving the
service of the relevant Group Company);
7.1.4 for a period of [12] months after the Cessation Date, employ or other-
wise engage or use the services of any person who is or was, in the
12 months immediately preceding the Cessation Date, an officer, sen-
ior employee or consultant of, or under a contract of services to, any
Group Company;
7.1.5 at any time, carry on a business (either alone or jointly with or as of-
ficer, manager, agent, consultant or employee of, any person) wheth-
er similar to the Business (or any part of it) or otherwise, under a title
or name comprising or containing the word[s] “[NAME]” [or
“[NAME]”] or any colourable imitation of [it] OR [them] and he/she will
at all times procure that any company controlled by him/her will not
carry on its business under any such title or name; or
7.1.6 at any time while he/she is a director, employee or shareholder of any

9
 Group Company or at any time after, knowingly say or do anything
which is harmful to the reputation or goodwill of any Group Company.
7.2 The Parties agree that while they consider the Restrictive Covenants to be
fair and reasonable, if any of the Restrictive Covenants are found to be void
as going beyond what is fair and reasonable in all the circumstances and if
by deleting part of the wording, or substituting a shorter period of time or a
more restricted range of activities for any of the periods of time or ranges of
activities set out in Clause 7.1 it would not be void then there shall be substi-
tuted such next less extensive period and/or limit and/or activity or such de-
letions shall be made as shall render the relevant Restrictive Covenant valid
and enforceable.
7.3 If, in relation to any Shareholder, the Company or his employing Group
Company exercises its rights (if any) under his service agreement or con-
tract of employment to require him/her to go on garden leave, the period of
the Restrictive Covenants provided for in Clauses 7.1.2 to 7.1.4 (inclusive)
shall be reduced by the length of the garden leave served before the date
on which his employment terminates.
8. Drag Along Rights
8.1 If a Shareholder having more than 50% proportion as per Schedule 2
proposes to sell all its Shares on a bona fide arm’s length sale to a third party
purchaser in accordance with this Agreement, he/she shall be entitled to give all
(but not some only) of the remaining Shareholders not less than 60 days’ notice
requiring them to sell all (but not some only) of their respective Shares to the
third party purchaser) at a price per Share ≥ 68 INR.

(a) the value of the consideration per Share being offered by the third
party purchaser; [and

(b) the fair price if a continuing Shareholder elects, within [10] days of
that notice, to have that fair price determined as per industry standards.]

8.2 No continuing Shareholder shall be obliged to make any representation or

warranty or to incur any liability to the third party purchaser other than in respect
of a warranty as to title to its Shares. The sale of the continuing Shareholders’
Shares shall be completed at the same time as that sale [or, if later, within 7
days of determination of the fair price.]

9. Assignment, new Shareholders and deeds of adherence

9.1 Except as provided by this Clause 9, no Party shall be entitled to assign or
otherwise transfer its rights or obligations under this agreement.
9.2 Subject also to the other provisions of this Agreement and the Articles relat-
ing to the issue or transfer of Shares, no Share shall be issued or transferred
to any person who is not already a Party (the “New Member”) unless the
New Member has already executed a Deed of Adherence. From the date of
execution of the Deed of Adherence, the New Member shall be entitled to
the benefit, subject to the obligations, of this agreement as a Shareholder.
9.3 All Deeds of Adherence executed pursuant to Clause 9.2 shall also be exe-
cuted by the Company for itself and as attorney for all those other persons
who are then Parties and by executing this agreement (or as the case may
be, the relevant Deed of Adherence) each of those other persons uncondi-

10
 tionally, irrevocably and by way of security for its obligations under this
agreement appoints the Company as its attorney for that purpose.
9.4 Each Shareholder undertakes to the other Parties that he/she shall (to the
extent of his rights and the rights of his nominees from time to time) vote (or
procure that his respective nominees vote) as a Shareholder, Director and/or
director of any Group Company (as the case may be) to ensure that no per-
son becomes a Shareholder (whether on transfer or transmission or by is-
sue) except in accordance with the Articles and this agreement.
10. Publicity
10.1 No Party shall (except with Shareholder Consent) issue any press release
or make any public statement or other communication in respect of any mat-
ter contained in this Agreement or any document referred to in it unless re-
quired by law, a Recognised Investment Exchange or other competent
regulatory authority.
10.2 Each Party undertakes with each of the other Parties that they shall not use
the name of any Shareholder in any context (except as required by law) or
hold itself, himself or themselves (as the case may be) out as being con-
nected or associated with any Shareholder in any manner (except as re-
gards the Shareholders being Holders of Shares) without the prior written
consent of the relevant Shareholder.

11. Consents
Where this Agreement provides that any particular transaction or matter requires the con-
sent, approval or agreement of any Shareholder that consent, approval or agreement may
be given subject to such terms and conditions as that Shareholder may impose and any
breach of those terms and conditions by any person subject to them shall itself be deemed
to be a breach of the terms of this agreement.

12. Relationship of Parties

Nothing in this agreement shall be deemed to constitute a partnership between the Par-
ties.

13. Several obligations

Except as otherwise provided by this Agreement, all covenants and other obligations given
or entered into by more than one Party are given or entered into severally.

14. Further assurance

The Company and the Shareholders shall (and shall procure that their respective nomi-
nees shall) do, execute and perform all such further deeds, documents, assurances, acts
and things as any Shareholder may reasonably require to give effect to the terms of this
agreement.

15. Successors
This Agreement shall be binding on and shall continue for the benefit of the successors
and assigns, personal representatives and trustees in bankruptcy (as the case may be) of
each of the Parties.

16. Voluntary Retirement And Death

16.1 If any Shareholder voluntarily wishes to leave the Company before the reali-
zation/ completion of the objectives or decided timeline, or is unwilling or unable to stay

11
committed to the Company on a full-time basis or is expelled before the realization/
completion of the objective or decided timeline, they will be divested of their economic
interest in the Company and their stake will be distributed equally to the remaining
Shareholders.

16.2 However, the outgoing Shareholder will be entitled to basic contribution that
he/she had made to the Company. The Shareholder will not be entitled to receive a
share of the profits of the Company.

16.3 In the event of death of a shareholder, the economic stake shall be subject to
a fair valuation (including profits) conducted by a chartered accountant, using the book
value for reference, and may be purchased in the following manner:

 the surviving Shareholders proportionately, or

 a ratio that is mutually decided depending on the financial ability of the surviv-
ing Shareholders, or

 If the Shareholders are unable or unwilling to buy, the economic interest shall
devolve to the successors of the deceased Shareholder, without conferring
any managerial or operational rights in the conduct of the Business.

17. Duration and variation of Agreement

17.1 If any Shareholder ceases to hold any Shares then, as from the date of that
cessation, this Agreement may be varied without reference to (or the need
for the signature on any relevant document of) that Shareholder provided
that such variation shall not give rise to any new or increased liability of that
Shareholder.
17.2 If a Shareholder ceases to hold any Shares and any Family Trust estab-
lished by him/her or Family Member also ceases to hold any Shares, that
Shareholder shall cease to be a Party except that Clauses 7.1 to 7.3 (inclu-
sive) shall continue to bind him/her and his accrued rights and obligations
under this agreement shall not be affected.
17.3 Subject to Clause 17.1, no variation of this agreement shall be effective
unless made in writing and signed by or on behalf of all those persons who
are then Parties.
18. Waiver
18.1 If a Party fails to exercise or delays in exercising any right or remedy under
this agreement that failure or delay shall not constitute a waiver of the right
or remedy or a waiver of any other rights or remedies which that Party may
otherwise have.
18.2 No single or partial exercise of any right or remedy under this agreement
shall prevent any further exercise of the right or remedy or the exercise of
any other right or remedy.
18.3 Unless specifically provided otherwise, each Party’s rights and remedies
contained in this agreement are in addition to, and not exclusive of, any oth-
er rights or remedies available to it at law.

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 19. Invalidity
19.1 If any provision of this agreement is held to be unenforceable or illegal, in
whole or in part, that provision or part shall, to that extent, be deemed not to
form part of this agreement but the enforceability of the remainder of this
agreement shall remain unaffected.
19.2 Without prejudice to the obligations of the Parties (except the Company), the
Company shall not be bound by any obligations imposed on it by this
agreement to the extent that those obligations constitute an unlawful fetter
on the Company’s powers.

20. Rights of Third Parties

20.1 Subject to Clause 20.4, the Parties have entered into this Agreement for
their benefit and the benefit of their successors and permitted assigns and
the Parties do not intend this Agreement to benefit, or be enforceable by,
any other person.
20.2 Even if any provision of this Agreement is, or becomes enforceable by a third
party, the Parties may terminate, vary or rescind this Agreement without the
consent of that third party.
20.3 No Party may declare itself as a trustee of the rights under this Agreement
for the benefit of any third party except as expressly provided in this Agree-
ment.
20.4 Clause 7 is intended to benefit (and shall be fully enforceable by) each
Group Company.

21. Counterparts
This agreement may be executed in any number of counterparts and by each of the Par-
ties on separate counterparts each of which when executed and delivered shall be
deemed to be an original, but all the counterparts together shall constitute one and the
same agreement.

22. Notices
22.1 Except as expressly provided otherwise in this agreement, any notice or
other communication pursuant to, or in connection with, this agreement shall
be in writing and:
22.1.1 delivered personally, or sent by first class pre-paid recorded delivery
post (air mail if overseas), or special delivery post, to the Party due to
receive that notice at the address set out in this agreement (or to such
other address as may from time to time have been notified in writing
to the other Parties in accordance with this Clause 22); or
22.1.2 sent by email to such email address as may from time to time have
been notified in writing to the other Parties in accordance with this
Clause 22 (subject to the original notice, consent or communication
being sent personally or by post on the same day in the manner spec-
ified in Clause 22.1.1).
22.2 Subject to Clause 22.3, any notice or other communication shall be deemed
to have been served:
22.2.1 if delivered personally, when left at the address referred to in
Clause 22.1;
22.2.2 if sent by pre-paid recorded delivery post (except air mail), two days
after posting it;

13
 22.2.3 if sent by air mail, six days after posting it; and
22.2.4 if sent by email, one hour from the time of transmission unless the
sender has received notification that such email has not been success-
fully delivered.
22.3 If a notice is given or deemed given at a time or on a date which is not a
Business Day, it shall be deemed to have been given on the next Business
Day.
22.4 In proving a transmission by email has taken place, it shall be sufficient to
prove that the email was sent to the correct email address and that dispatch
of the transmission from the sender’s external gateway was confirmed.

23. Entire agreement

23.1 This agreement (together with all documents referred to in it) constitutes the
entire agreement between the Parties in relation to its subject matter and re-
places and extinguishes all prior agreements, undertakings, arrangements or
statements (in whatever form) with respect to that subject matter.
23.2 Each of the Parties acknowledges that it has placed no reliance on (and has
no rights or remedies in respect of) any statement, representation or warran-
ty save for those expressly set out in this agreement (or any document re-
ferred to in this agreement). Each of the Parties also acknowledges that the
only remedy available to it in relation to those statements, representations or
warranties expressly set out in this agreement (or any document referred to
in this agreement) shall be for breach of contract.
23.3 Nothing in this Clause 23 shall operate to limit or exclude any liability in re-
spect of fraud.

24. Governing Law and Dispute Resolution

24.1 The validity, performance and extent of this Agreement (together

with any dispute or claim (contractual or otherwise) arising out of or in con-
nection with it) shall be governed by and construed in accordance with the
laws of India.

24.2 All disputes between the arising out of or in relation to this Agree-
ment, and which cannot be resolved amicably must be referred to arbitration
as per the provisions of the Arbitration and Conciliation Act, 1996, at Mumbai,
Maharashtra or such other city as the disputing parties may unanimously
agree upon.

24.2 The arbitration shall be conducted in English by a sole arbitrator ap-

pointed jointly by the parties, as far as possible. If the parties are unable to
agree upon an arbitrator, an arbitration panel consisting of 3 arbitrators will
resolve the dispute, where each of the parties appoints one arbitrator.

24.3 The courts of Maharashtra shall have exclusive jurisdiction over all
matters pertaining to this agreement.
.
This Agreement has been signed as a deed on behalf of the Parties on the date stated at
the beginning of it.

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 SCHEDULE 1

The Company

Name AVIROBETGEM CORPS LTD.

Business name(s) ABG CORPS LTD.

Date of incorporation 22.2.2002

Place of incorporation MUMBAI, MAHARASHTRA

Corporate Identification Number U67190MH2002PTC096978

Registered office NAVI MUMBAI, MUMBAI, MAHARASHTRA

Directors 1.GOURA PRASAD DAS

2 .SUKESH GHOSH
3. MITESH MHATRE

Secretary GANPAT GODBOLE

Auditors TUKARAM PALEKAR

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 SCHEDULE 2

The Original Shareholders

Sl. Name Identification Address Number of Proportion of

No. Number Shares held Shares held

1. GOURA 472057501005 SEAWOODS, 30000 25%

PRASAD NAVI
DAS MUMBAI,
MAHARASHT
RA

2. SUKESH 567143210098 VASHI, 18000 15%

GHOSH MUMBAI,
MAHARASHT
RA

3. MITESH
MHATRE 432187650987 LOKHANDW 18000 15%
ALA,
MUMBAI,
MAHARASHT
RA

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 SCHEDULE 3

Consents and Obligations

Part 1

Shareholder Consents

1. Formal matters
Change its:
1.1 registered office;
1.2 auditors; or
1.3 bankers.

2. Anti-dilution
2.1 Increase its issued share capital in any way.
2.2 Issue or allot (or agree to issue or allot) to any person any loan stock, deben-
ture or other security of whatsoever nature convertible into shares.
2.3 Pass a resolution for the reduction or cancellation of its share capital or the
reduction of any uncalled liability in respect of any shares.
2.4 Purchase or redeem the whole or any part of its share capital (other than in
accordance with article 9 of the Articles).
2.5 Modify, vary, alter or remove any of the rights, privileges or restrictions at-
taching to any shares or reorganise its share capital in any way.
2.6 Grant any option or other right to subscribe for shares or give or make any
consent, waiver or exercise of discretion under the terms of any scheme un-
der which options or other rights to subscribe for shares are granted in each
case.
2.7 Alter the provisions of the articles of association of any Group Company or
pass any resolution for winding up.

3. Financial matters
3.1 Make any change to its accounting policies (unless that change is required
by law or by virtue of a new statement of standard accounting practice).
3.2 Declare or pay any dividend or distribution (except as provided in Clause 5).
3.3 Incur any Borrowings [except in the ordinary course of its business].
3.4 Provide any guarantee or indemnity (except in the ordinary course of its
business).
3.5 Enter into any negotiations concerning the refinancing of any Group Compa-
ny or make any application or submit any business plan to any potential in-
vestor or financier with a view to attracting additional or substitute finance.
3.6 Capitalise any reserves of any Group Company or apply any amount from
time to time standing to the credit of the share premium account or capital
redemption reserve of any Group Company for any purpose.
4. Assets
4.1 Factor any debts or enter into any invoice discounting arrangements.

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 4.2 Create, issue or allow to come into being, any mortgage, charge or standard
security over any assets (except for charges arising by operation of law in
the ordinary course of its business).
4.3 Incur any capital expenditure if as a result of so doing:
4.3.1 the aggregate of all capital expenditure incurred by the Group in the
relevant financial year would exceed Rs. [AMOUNT]; or
4.3.2 the expenditure for any one item would exceed Rs. [AMOUNT].
4.4 Acquire any interest in the shares, or instruments convertible into shares, of
any other company or dispose of any share, or interest in any share, in the
capital of any Group Company.
4.5 Acquire the assets and undertaking of any other business entity.
4.6 Enter into any negotiations concerning:
4.6.1 the sale or issue of any shares of any Group Company; or
4.6.2 the sale of any material part of the business, undertaking or assets of
any Group Company.
4.7 Dispose of any fixed or capital asset with a net book value of in excess of
Rs. [AMOUNT].
4.8 Acquire or dispose of, or grant or surrender a lease in respect of, any free-
hold or leasehold property.
4.9 Acquire or dispose of any intellectual property rights whether absolutely, by
way of licence or otherwise.

5. General business operation

5.1 Form, enter into, terminate or withdraw from any partnership, consortium,
joint venture or any other unincorporated association carrying on a trade or
business or any other similar arrangement whether or not with a view to prof-
it.
5.2 Enter into any service contract with, or contract for services for, any Share-
holder or any director of any Group Company (or in either case, any of the
Related Parties), or vary any existing service contract with, or contract for
services for, that person.
5.3 Allow the aggregate Benefits receivable in each financial year of the Com-
pany by all the persons who during that year are directors or former directors
of any Group Company (including their Related Parties) in respect of ser-
vices rendered by them to any Group Company to exceed the amount pre-
approved for that year with Shareholder Consent.
5.4 Enter into any transaction, agreement or arrangement with, or for the benefit
of, any director of any Group Company (or any of his Related Parties).
5.5 Hire, remove, dismiss, or vary the remuneration, emoluments or fees of, any
employee or consultant of any Group Company earning an annual basic sal-
ary or fee in excess of Rs. 6,00,000/-.
5.6 Enter into any service agreement or contract of employment with any direc-
tor or employee of any Group Company which is not terminable without
payment of compensation on not more than three months notice.
5.7 Enter into any contract or series of connected contracts under which the
consideration payable or receivable represents more than Rs. 5,00,00,000.
5.8 Make any loan or advance (except an advance against expenses or deposit
of money with a bank which is authorised under the Financial Services and

18
 Markets Act 2000 or normal trade credit).
5.9 Make any material change in the nature of its business or commence any
new business which is not ancillary or incidental to its business.
5.10 Enter into, or vary the terms of:
5.10.1 any contract with any Shareholder (or any Related Party of a Share-
holder); or
5.10.2 any contract which is not on an arms length basis;
or waive any breach or commence legal proceedings in respect of such a
contract.
5.11 Enter into any contract which cannot be terminated by it without penalty
within 12 months of its commencement.
5.12 Surrender, or make any material change to the terms of, any contract which
is material to its business (or any part of it).
5.13 Enter into any transaction out of its ordinary course of business.
5.14 Make any material change to the level, scope, or extent of the insurance
cover of any Group Company.
5.15 Make any charitable contributions exceeding Rs. 1,00,00,000 in aggregate
per year or make any political contribution.
5.16 [Appoint or remove any of its directors.]
5.17 Delegate any matter to any committee of the directors of any Group Compa-
ny.
5.18 Commence any litigation or other legal proceedings (except actions to re-
cover debts in its ordinary course of business).
5.19 Provide any pension benefits to employees or create any pension scheme or
amend any existing pension scheme.
5.20 Create any bonus scheme or amend any existing bonus scheme.
5.21 Pass any resolution the effect of which is to alter its classification or status.

6. General
Enter into any agreement to do any of the matters set out in this Part 1.

Part 2

Business Obligations
1. The Company shall procure that:
1.1 any expansion, development or evolution of the Business (or any part of it)
will only be effected through a Group Company;
1.2 each Group Company shall observe and perform the provisions and condi-
tions contained in this agreement to be observed and performed by them;
and
1.3 all decisions made by, or on behalf of, any Group Company which are, or are
likely to be, material to the Group as a whole are approved either by majority
decision taken at a properly convened Directors’ meeting or by a unanimous
decision taken in accordance with the Articles.

19
2. The Company shall, and shall procure that each other Group Company shall:
2.1 insure with a reputable insurer (and keep so insured at all times and in such
manner and to such extent as shall be in accordance with good commercial
practice with regard to assets and liabilities of a like character and in compa-
rable circumstances):
2.1.1 all its insurable assets and undertakings which a prudent company
would insure against loss (including loss of profits), damage and such
other risks as a prudent company would insure against; and
2.1.2 all their respective insurable potential liabilities in respect of which a
prudent company would insure against;
2.2 take all reasonable steps within its powers to protect its intellectual property
rights and make such patent, registered design, trademark and other such
applications and effect such renewals or extensions of them as are required
to keep them in force;
2.3 take all reasonable steps within its powers to protect information which is
confidential to it;
2.4 comply with all legislation and regulations applicable to the Business (or any
part of it);
2.5 maintain all required consents and licences and notify each Shareholder
immediately if it loses any them or if any of them expires without immediately
being renewed;
2.6 keep proper and up to date accounting and financial records in relation to its
business and affairs; and
2.7 maintain and observe the terms of this agreement and the Articles.

Part 3

Information Obligations
1. The Company shall:
1.1 keep the Shareholders informed of all material matters relating to the pro-
gress of the Business to such extent and in such form and detail as the
Shareholder Majority may from time to time reasonably require;
1.2 supply to each Shareholder such written particulars of any matters con-
cerned with, and arising out of, the activities of any Group Company as the
Shareholder Majority may from time to time reasonably require;
1.3 deliver to each Shareholder, within 14 days of the end of each calendar
month, an information pack comprising:
1.3.1 monthly management accounts [including:
1.3.1.1 a profit and loss account for the month and the year to date
with a comparison to budget (and a comparison to any revised
budget) and the prior year;
1.3.1.2 cash flow for the month and the year to date with a comparison
to budget (and a comparison to any revised budget) and the
prior year;
1.3.1.3 a balance sheet with a comparison to budget (and a compari-
son to any revised budget) and the prior year;

20
 (all in such form and detail as the Shareholder Majority shall reasona-
bly require from time to time);
1.3.2 projected cash-flows for the next 12 months;
1.3.3 a projected profit and loss account for the remainder of the then cur-
rent financial period; and]
1.4 deliver to each Shareholder, as soon as they become available and not in
any event later than four months after the end of each relevant financial
year, copies of the:
1.4.1 audited profit and loss accounts and audited balance sheets of each
Group Company; and
1.4.2 (if applicable) audited consolidated profit and loss account and the
audited consolidated balance sheet of each Group Company;
for that financial year;
1.5 [procure that Directors’ meetings are held at least monthly (or at a lesser
frequency with Shareholder Consent) [and are convened by giving to the Di-
rectors not less than 14 days (or such shorter period as the Shareholders
shall agree) written notice of the time and place of the Directors’ meeting and
enclosing an agenda and copies of any appropriate supporting papers];]
1.6 [if requested by any Shareholder, make available to that Shareholder copies
of the minutes of any directors’ meeting of any Group Company (and/or any
meeting of any committee of those directors) and/or copies of any unani-
mous decisions taken by any of those directors (or committees) and the
Company shall provide those copies not later than the earliest of:
1.6.1 the same time those minutes or unanimous decisions are made avail-
able to any of the relevant directors;
1.6.2 the Business Day before the next meeting of the relevant directors or
committee; or
1.6.3 seven days after the relevant meeting or unanimous decision;]
1.7 and shall procure that each other Group Company shall, notify each Share-
holder in writing promptly on becoming aware of any violation by any Group
Company of any law, statute, regulation or ordinance of any government en-
tity or agency applicable to that Group Company which may materially and
adversely affect the Business (or any part of it);
1.8 [and shall procure that each other Group Company shall, on reasonable
notice by any Shareholder, permit any accountant, auditor, solicitor, valuer or
other professional adviser or consultant authorised by that Shareholder to:
1.8.1 have at all reasonable times during normal business hours, access to
any Group Company’s premises and accounting books and records
(whether for the purpose of an audit of those books and records or
otherwise);
1.8.2 make extracts from and take copies of any Group Company’s ac-
counting books and records;
1.8.3 discuss any matter with any Group Company’s personnel and/or of-
ficers; and
1.8.4 make such investigations and raise such enquiries as that Sharehold-
er may reasonably require from time to time;]
1.9 and shall procure that each other Group Company shall, give written notice

21
 to each Shareholder, immediately on becoming aware of the same, of any
occurrence (including any third party claim or liability) which would, or would
be likely to:
1.9.1 affect adversely its ability to perform its obligations under this agree-
ment; or
1.9.2 result in a breach by the Company of any covenant under this agree-
ment;
1.10 provide written details to each Shareholder, as soon as the same are insti-
tuted or threatened, of any litigation, arbitration or administrative proceedings
or claim which might itself, or together with any other such proceedings or
claim, either have a material adverse effect on the financial condition of the
Group or affect adversely any Group Company’s ability to perform its obliga-
tions under this agreement; and
1.11 advise each Shareholder, immediately on any Group Company becoming
aware of the same, of any discovery on any premises owned, leased, occu-
pied or controlled by any Group Company of any substance capable of caus-
ing pollution of the environment in circumstances where such pollution is
likely to materially adversely affect the value of those premises or the Busi-
ness (or any part of it).

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 SCHEDULE 4

Shareholder Undertakings
Each Shareholder:

1. shall procure that none of his Family Members, Family Trusts or Related Parties
create any encumbrance over any Share of which they are the Holder or the bene-
ficial owner from time to time;
2. confirms to the other Shareholders that, except as provided for in this Agreement or
the Articles, he/she has not entered into, and undertakes that he/she will not enter
into, any arrangement or understanding (whether or not in writing) with any person
so as to constrain his own or that person’s general freedom to act independently in
his capacity as a director, shareholder or employee of any Group Company;
3. agrees that he/she will immediately notify the other Shareholders if he/she receives
details of any written offer or informal approach from any third party for any Share
or for the whole or a substantial part of the undertaking or assets of any Group
Company;
4. undertakes with the Shareholders to observe and perform the terms of any contract
of employment between himself and any Group Company; and
5. agrees with the other Shareholders that (except with Shareholder Consent) he/she
will not make any investment in any other company (except for investments not ex-
ceeding 3% in total of any class of security dealt with on any Recognised Invest-
ment Exchange).

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 SCHEDULE 5

Form of Deed of Adherence

THIS DEED OF ADHERENCE is made on 28.04.2022
BY ABG CORPS. PVT. LTD. residing at NAVI MUMBAI, MUMBAI , MAHARASHTRA (the
“Covenantor”) in favour of the persons whose names are set out in the schedule to this
Deed (the “Schedule”) and is supplemental to the shareholders’ agreement (the “Share-
holders’ Agreement”) dated 28.04.2002 made between (1) GORTECH PVT. LTD. (the
“Company”) and (2) the Original Shareholders (as defined in the Shareholders’ Agree-
ment).
AGREED TERMS
1. The Covenantor confirms that he has been given and has read a copy of the
Shareholders’ Agreement and covenants with the Company and each person
named in the Schedule to perform and be bound by all the terms of the Sharehold-
ers’ Agreement as if the Covenantor was a party to it and named in it as a Share-
holder.
2. The Covenantor unconditionally, irrevocably and by way of security for his obliga-
tions under the Shareholders’ Agreement appoints the Company to be his OR at-
torney for the purposes of clause 9.3 of the Shareholders’ Agreement and authoris-
es the Company to appoint any person as the Company’s attorney to execute any
documents for the purposes of that clause.
3. This deed is governed by the law of India.
This deed has been signed as a deed by the Covenantor and the Company on the date
stated at the beginning of it.

SIGNED by GOURA PRASAD DAS acting by a director and a director/secretary

DIRECTOR: ABG CORPS PVT LTD.

Signature: Goura prasad das...............................................................

Name (in block capitals): GOURA PRASAD DAS

SECRETARY/DIRECTOR:

Signature: Sukesh G.

Name (in block capitals): SUKESH GHOSH

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SIGNED by MURLIDHAR RAO in the presence of:

WITNESS:

Signature: R. Murlidhar

Address: SILICON VALLEY, BENGALURU,

KARNATAKA,

INDIA.

SIGNED by the said BISWAJITA SARKAR as a Shareholder:

Signature: S. Biswjita

Address: SILICON VALLEY, BENGALURU,

KARNATAKA,

INDIA

*****

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