CONTRACT PROJECT WORK

SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

Dharmashastra National Law University

BRBRAIT Campus South Civil Lines Ridge Road ,
Jabalpur ,(M.P.)482001

Project Submitted to – Project Submitted By-

Mr. Utkarsh Kumar Mishra Shreem Shukla
Assistant Professor (Law) BALLB/097/22
 ACKNOWLEDGEMENTS

I am extremely privileged to have this opportunity to thank my teacher under whose

guidance and assistance I was able to complete my contract draft project. All my
work is possible because of their selfless supervision of me.

I would like to thank the Vice – Chancellor of our university Prof. Shailesh N.
Haldi Sir for his cooperative attitude towards every student of our university and
for giving me an opportunity to gain knowledge and to do a creative assignment,
which will result in the enhancement of my drafting skills.

With a deep sense of respect, I wholeheartedly Thanks Mr. Utkarsh Kumar Mishra
sir, Assistant professor (law) for providing this assignment and giving me all support
and guidance, which helped me complete my project.

Thank You

Shreem Shukla, BALLB/097/22

Share Subscription and Shareholders Agreement
Date: 17th (Seventeenth) Day of November 2023

Between
GRASIM INDUSTRIES LTD.
And
UMANG COMMERCIAL CO. LTD.
And
SAURAV TIWARI
 This Share Subscription and Shareholders Agreement (hereinafter referred to as the
“Agreement”) is executed in Mumbai, India on the 21st (twenty-first) of October 2023 (the
“Effective date”) by and between:

Grasim Industries, (hereinafter referred to as “Company”) registered under the

Companies Act 1956, stands located at Industry House, Ground Floor, 159, Churchgate
Reclamation, Next to Akashwani, Ht Parekh Road, Churchgate-400020. 159, Churchgate
Reclamation, Next to Akashwani, Mumbai, India.
CIN NUMBER: U80900UP2020PTC129223
Call: - 9161123482
AND
Saurav Tiwari (hereinafter referred to as “Company Founder”), a resident of 56/2,
Vidhya colony, Rewa, Madhya Pradesh- 486001
Call: - 9174913077
Mail: - sauravtiwari290204@gmail.com
AND
Umang Commercial Private Limited, a Venture Capital Fund, registered under the
Investment Company Act, 1940, having its headquarters at 56/2, Truxtun Place, Bakersfield,
California, United States of America (USA) – 93301(hereinafter referred to as “Investor”),
Legal Entity Identifier Number (LEI): - 5586356GZ34UTKQH0RT10, Mail: -
umangcommercial@gmail.com

The Company, the Founder, and the Investor are individually referred to as the “Party" and

collectively referred to as the “Parties”.

WHEREAS, the Company and the Investor have entered into this Share Subscription and
Shareholders Agreement that would be executed between the parties and agreed as:

1. The Company is engaged inter-alia in the business of providing support centre, manpower,
and infrastructure services.
2. The authorized equity share capital of the Company is Rs. 10,000,000 (Rupees ten million
only), divided into 1,000,000 (One million only) Shares of Rs. 10/- (Rupees ten only) each.
The present paid-up capital shareholding of the Company as of the date of this Agreement.
3. As a part of the long-term business plans of the Company, Company Founders have
requested the Investor who has agreed to invest up to USD 9,700,000 (U.S. Dollars Nine
 Million Seven Hundred Thousand only) through the issue of Shares in the Company in
various tranches as provided hereinafter.
4. The Parties are desirous of recording the terms and conditions of their agreement in the
achievement of the objectives mentioned above and such other objectives as may be
mutually agreed upon from time to time between them.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained

herein, the “Parties” agree to the following terms:

1. DEFINITIONS

In this agreement, unless inconsistent with the context or otherwise specified, the following
words and expressions shall have the following meanings:

1.1 “Act” means the Companies Act, 1956 of India and all statutory amendments and
modifications thereto.

1.2 “Agreement” means this Agreement including Schedules and all amendments made hereto

1.3 “Applicable Law” includes all applicable laws, any statute, enactment including but not
limited to acts of the Indian state legislature or the parliament, and laws, ordinances, rules,
bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of
any governmental authority, statutory authority, tribunal, regulatory, board or a court, as may
be applicable to any of the Parties.

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

1.5 “Board” means the board of directors of the Company;

1.6 “Closing” shall mean the First Closing and/ or the Second Closing, as applicable;

1.7 “Shares” shall mean equity shares of the Company having a face value of Rs.10/- each;

1.8 “Shareholders” means the persons from time to time registered as the holders of the Shares
and shall mean, as at the date of this Agreement, Grasim and Umang commercial;

2. TRANSPORTATION

2.1 Definitions not explicitly defined in this Agreement shall be understood as given in the

Companies Act 2013.

3. ISSUANCE OF SHARES

3.1 The Investor, Umang Commercial Private Limited, agrees to subscribe to and purchase
700,000 shares of Grasim Industries.

3.2 Grasim Industries shall issue the subscribed shares to Umang Commercial Private
Limited within 30 days following the completion of each investment tranche,

3.3 The issuance of shares shall be documented through the issuance of share certificates
and updated entries in the Company's shareholder register.

4. PAYMENT

4.1 Umang Commercial Private Limited shall make the agreed-upon payment for the
subscribed shares within 15 days of the completion of each investment tranche.

4.2 Payment shall be made in USD and deposited in Grasim Industries' designated bank
account. In the event of any delay in payment, interest shall accrue at a rate of 1% per month.

4.3 Failure to make payment in accordance with the terms outlined herein may result in
Umang Commercial Private Limited forfeiting the right to receive the subscribed shares.

5. REPRESENTATIONS AND WARRANTIES

5.1 Grasim Industries and the Company Founder, Saurav Tiwari, jointly represent and
warrant that all information provided to Umang Commercial Private Limited regarding the
Company's business, financial condition, and prospects is true, accurate, and not misleading.

5.2 Umang Commercial Private Limited represents and warrants that it has conducted due
diligence to its satisfaction and is entering into this Agreement based on its independent
assessment of the Company's prospects and risks.

5.3 Any breach of the representations and warranties shall entitle the non-breaching Party
to seek remedies as outlined in Section 7 (Indemnification) of this Agreement.

6. RIGHTS

6.1 The Investor shall have all the rights, privileges, and obligations as shareholders of the
Company with respect to the subscribed shares, including but not limited to voting rights,
dividends, and liquidation preferences.

6.2 The Investor shall have the right to participate in the shareholders' meetings of the
Company in accordance with the applicable laws and regulations.
6.3 The investor shall have the right to nominate 1 (one) representative to the board.

7. INDEMNIFICATION

7.1 Grasim Industries and Saurav Tiwari agree to indemnify and hold Umang Commercial
Private Limited harmless from any loss, damage, or liability arising out of any breach of the
representations and warranties made in this Agreement.

7.2 Umang Commercial Private Limited shall promptly notify Grasim Industries of any claim
for indemnification and provide Grasim Industries with the opportunity to defend or settle
such claim. The indemnification obligations are subject to the limitations and conditions set
forth in this Agreement.

7.3 The aggregate liability for indemnification under this Agreement shall not exceed the
total investment amount made by Umang Commercial Private Limited.

8. CONFIDENTIALITY

8.1 The Parties agree to keep confidential all non-public information obtained during the
negotiation and execution of this Agreement.

8.2 Confidential information includes but is not limited to, financial data, business plans,
trade secrets, and any information marked as confidential by the disclosing Party.

8.3 The confidentiality obligations shall survive the termination of this Agreement and
continue for a period of 3 years from the Effective Date.

9. MISCELLANEOUS

9.1 Governing law. This Agreement shall be governed by and construed in accordance with
the laws of India without regard to its conflicts of law provisions.

9.2 Consent. The Employee agrees that the breach of the provisions of this Agreement by the
Employee will cause the Company irreparable damage for which recovery of money
damages would be inadequate. Company will, therefore, be entitled to obtain timely
injunctive relief to protect its rights under this Agreement in addition to any and all remedies
available at law or in equity.

9.3 Dispute Resolution. If any dispute and/or difference arises out of or in connection with
any of the terms of this Agreement, the Parties hereto shall endeavor to settle such dispute
amicably. Failing such amicable resolution, such dispute or difference shall be referred to
arbitration by a sole arbitrator appointed mutually by the Parties to be conducted as per the
Arbitration and Conciliation Act, 1996. The venue of the arbitration shall be Delhi (India)
and the arbitration proceedings shall be carried out in English language. The arbitral award
shall be final and binding on the Parties.

9.4 Amendment. This Agreement may be amended or supplemented only by a writing that is
signed by duly authorized representatives of both Parties.

9.5 Non-exclusion. The rights of parties under this Agreement shall not be to the exclusion of
the rights granted under Applicable law but shall be in addition to such rights.

9.6 Waiver. A waiver by any Party of any default with respect to any provision, condition, or
requirement hereof, any delay or omission of any Party to exercise any right hereunder on
any one occasion shall not in any manner impair the exercise of any invalidity of such right
on any other occasion.

9.7 Notice. All notices required or permitted hereunder shall be in writing and in the English
language and shall be sent by recognized courier or by facsimile transmission address to the
address of each Party set forth above, or to such other address as such other Party shall have
communicated to the other Party. Notice shall be deemed to have been served when received
(and immediately upon transmission in the case of facsimile transmission or other forms of
instantaneous communication including e-mail).

9.8 Severability. If any part of this Agreement is found invalid or unenforceable, that part will
be amended to achieve as nearly as possible the same economic and legal effect as the
original provision and the remainder of this Agreement will remain in full force.

9.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties
relating to this subject matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and
year first above appearing.

Authorized Signatory - Grasim Industries

Saurav Tiwari - Company Founder

Authorized Signatory - Umang Commercial Private Limited