ACQUISITION AGREEMENT

PRINCIPAL TERMS

1. Agreement: This Agreement is made and entered into at Mumbai

on this_____ day of ______________ 2023, effective from
___ day of __________, 2023 (“Effective Date”)
2. Parties: 1. ZAA FILMS INTERNATIONAL, a sole
proprietorship entity, through its sole
proprietor Mr. Salim Jaffer, having PAN No.
BHFPS3208D, and having registered address
at ________________________ (hereinafter
referred to as the “Assignor”, which expression
shall unless it be repugnant to the context or
meaning thereof, mean and include its
successors and permitted assigns) of the
FIRST PART [P-ULTRA1];

AND

2. ULTRA MEDIA & ENTERTAINMENT PRIVATE

LIMITED, a company incorporated and
registered under the provisions of the
Companies Act, 1956, having its registered
office at 2-C, 3rd Floor, Thakar Industrial
Estate, N. M. Joshi Marg, Lower Parel (E),
Mumbai- 400011 (hereinafter referred to as the
“Assignee”, which expression shall unless it be
repugnant to the context or meaning thereof,
mean and include its successors and assigns)
of the SECOND PART.

The Assignor and the Assignee shall hereinafter be

individually referred to as the “Party” and jointly as
the “Parties”
3. Definitions and As specified in Clause 1 of the Standard Terms and
Interpretation: Conditions and as per Annexure III of the Agreement.
4. Assigned Film Cinematographic film titled AAKHIR A.K.A AAJ KA
NETA in the Hindi language; under the banner ABK
Films; directed by Bhisham Kohli; and starring by
Siddharth Dhawan, Simran, Ragesh Asthana, Prabha
Sinha, & others (“Assigned Film”).
5. Term: The term of this Agreement shall commence from the
Effective Date and continue for a period in perpetuity
and forever unless terminated by the Parties in
accordance with the provisions hereof (“Term”).
6. Territory: Entire World/Globe including India (“Territory”).
7. Assigned Rights: Assigned Rights shall mean and include all Negative
rights, copyrights, Intellectual Property Rights,
exploitation rights, and all theatrical, electronic media
rights, digital media rights, and all other rights of the
Assigned Film, and as more particularly specified in
Clause 2 of the Standard Terms and Conditions of
this Agreement and Annexure I and defined in
Annexure III of this Agreement (“Assigned Rights”)
8. Consideration and 8.1 In lieu of complete assignment of the Assigned
Payment Terms: Rights of the Assigned Film by the Assignor to
the Assignee as contemplated herein and
provided that the Assignor is not in breach of
any provisions of this Agreement, the Assignee
shall pay a net amount of INR 6,00,000/-
 (Indian Rupees Six Lakhs only)
(“Consideration”) plus applicable GST, subject
to deduction of applicable TDS, to the Assignor.
The Consideration shall be paid by the
Assignee to the Assignor in the following
manner:
a. 10% of Consideration shall be payable on
the date of execution of this Agreement;
b. Balance 90% of Consideration shall be
payable to the Assignor within 90 (Ninety)
days from the date of issuance of public
notice by the Assignee, subject to the non-
receipt of any third-party claims on the
Assigned Film.

8.2. It is further agreed and clarified between the

Parties that the Consideration above is
inclusive of all applicable taxes or any other
statutory levies (save and except GST),
applicable for the assignment of the Assigned
Rights of the Assigned Film under this
Agreement. It is however clarified that payment
of the Consideration shall be subject to
deduction of applicable taxes at source. The
amount of GST on each installment of the
Consideration shall be paid by the Assignee,
subject to the receipt of the GSTR1 / GST paid
challan by the Assignor and the said amount
must reflect on the Assignee’s GST payment
portal.

8.3 It is clarified between the Parties that the

Consideration for the Assigned Rights of the
Assigned Film, whether in part or full, shall not
be increased for any reason, whatsoever. The
Assignee shall not be liable to pay any other
consideration, reimbursements etc. whatsoever
other than as mentioned hereinbefore to the
Assignor towards the assignment of Assigned
Rights of the Assigned Film.

8.4 The Assignor hereby acknowledges and

confirms the adequacy of the Consideration
towards the assignment of the Assigned Rights
in the Assigned Film and confirms and
undertakes to not raise any claims, demands or
actions against the Assignee in this regard
hereinafter.
9 Royalty: Any royalties arising on account of or pursuant to the
exploitation of the underlying works of the Assigned
Film by the Assignee or its
sub-assignee(s)/licensee(s)/sub-licensee(s) across the
Territory, shall be collected by the Assignee or its
subassignee(s)/licensee(s)/sub-licensee(s) subject to
and in accordance with the provisions of Copyright
Act 1957 and Rules thereto (as amended from time to
time through legislative action or judicial
interpretation) in the manner prescribed thereunder.
The third parties entitled to receive royalties including
but not limited to lyricists, composers,
authors/owners of any underlying work of the
 Assigned Film shall be entitled to collect their share of
royalties directly from the appropriate copyright
society in accordance with applicable law.
Notwithstanding anything mentioned in this
Agreement, it is expressly agreed between the Parties
that the Consideration as set out in Clause 8 of
Principal Terms above includes the royalty payable, if
any, to the Assignor; and the Assignor hereby
expressly agrees that the Assignee and its sub-
assignee(s)/assignee(s) shall in no manner be liable/
responsible to pay the Assignor any royalties
pursuant to this clause or this entire Agreement.
10 Delivery of Delivery The Assignor has delivered the materials of the
Materials: Assigned Films as mentioned in Annexure II of this
Agreement to the Assignee (collectively referred to as
the “Delivery Materials”), free of charge to the
Assignee in order to carry out the intents of this
Agreement, prior to the date of execution of this
Agreement.
11 Binding Agreement: This binding Agreement consists of the following
parts; if provisions of the various parts are
inconsistent, the Principal Terms will apply to the
extent of such inconsistency:
(a) the Principal Terms stated above;
(b) the Standard Terms and Conditions;
(c) the specifications of Assigned Rights of the
Assigned Film attached hereto in Annexure I;
(d) The Delivery Materials and technical
specifications for the Delivery Materials of the
Assigned Film are attached hereto in Annexure II;
(e) Definitions attached hereto in Annexure III; and
(f) Modes, Media, and Formats for exploitation of the
Assigned Rights attached hereto in Annexure IV.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date
and year first above written

Signed for and on behalf of Signed for and on behalf of

ZAA Films International Tasks Films

By: __________________________ By:___________________________

Name: Salim Jaffer Name: Texas Gaikwad
Title: Sole Proprietor Title: Managing Director