AGREEMENT

FOR
EXPERT SERVIC
ES

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1 This Agreement for expert and advisory services (the “Agreement”) is made and entered into on [insert date
from when it shall be deemed effective] by and between the Company, namely ________ with its principal place
of business to be located at [insert address] (the “Company”) and Party A, namely Mr. KAPIL DEV, (add
identification proof no.), with his principal place of business located at (insert address) (the “Party A” - this
expression shall unless it be repugnant to the context or meaning thereof be deemed to include his heirs,
executors, administrators and assigns)(hereinafter referred to individually as a “Party” and collectively as “the
Parties”).

2 Additionally, Party B, namely______, (add identification proof no.), (add designation if any in relation to the
company)with his principal place of business located at (insert address) and Party C, namely______, (add
identification proof no.), (add designation if any in relation to the company) with his principal place of business
located at (insert address) are in agreement with the aforementioned Article (I) as well as all the provisions,
articles, clauses, subclauses, annexures and exhibits which are mentioned explicitly in, implied by or indicated
through this agreement.

3 Presently, Party B holds an aggregate share of ______% in the company. A proof of validity to the present
clause is supplemented in the Annexure _____.

4 Presently, Party C holds an aggregate share of ______% in the company. A proof of validity to the present
clause is supplemented in the Annexure _____.

5 WHEREAS, the Company, incorporated under the Section 2(20) Indian Companies Act 2013 (check for the
validity of fact mentioned)or under any previous functioning Company Law in adherence Indian Company Law
is a (private or public or private company limited by shares) company in the business of ( explain business profile
) is in agreement to but not limited to develop, produce, distribute and exploit the Venture of a reality show
namely ________ which is the brainchild of Party (A or B) for but not limited to the purpose of viewing by the
people in the republic of India as is permitted by the capital invested by Party B or/and Party C or the Company’s
internally generated income.

6 WHEREAS, Party A has expertise in the sport of CRICKET(a bat-and-ball game played between two teams of
eleven players on a field at the centre of which is a 20-metre (22-yard) pitch with a wicket at each end, each
comprising two bails balanced on three stumps) and is revered around the world for his contribution to the sport
of Cricket;

7 WHEREAS, the Company desires to engage Party A, Mr. KAPIL DEV, to provide certain services pertaining to
the area of his expertise as mentioned in the clause ______ subject to clause _______ and that Party A is willing
to provide such requested services to the Company as mentioned in the clause ______ subject to clause _______;

8 NOW, THEREFORE, the Parties hereby agree as follows:

9 PREMISES

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9.1 Party B and Party C on behalf of the Company namely ________ are in the process of developing and
producing a reality show (Venture) namely ______ for but not limited to the purpose of viewing on but not
limited to television by the people of the republic of India. Party A is revered throughout the nation of India and
abroad for his humungous contribution to the Indian Men’s Cricket Team as its former captain and player as
well as to the sport of Cricket for popularizing it in the nation of India. Mr. Kapil Dev (Party A) also captained
the Indian Men’s Cricket Team that won the 1983 Cricket World Cup. He is the only player in the history of
cricket to have taken more than 400 wickets (434 wickets) and scored more than 5000 runs in Tests, making
him one of the greatest all-rounders to have played the game. So evidently, Mr. KAPIL DEV( Party A ) is an
expert in the sport of Cricket and the Company requires his expertise and certain services pertaining to the area
of his expertise as mentioned in the clause ______ subject to clause _______ for their purpose of developing,
producing and exploiting a reality show (Venture ) namely _______ whereby ( explain the concept of the
show).

9.2 The Company and Party A have agreed to collaborate and work together with respect to but not limited to the
design, content, promotion, marketing of the reality show namely____ (Venture) as stated in the clause ______
subject to the provisions enumerated in the clause _______;

9.3 Prior to the date of this agreement Party B and Party C has closed a sum of [INSERT MONETARY
AMOUNT] and [INSERT MONETARY AMOUNT] in financing as the initial venture capital investment for
the purpose of funding the Venture. Following such financing there shall be [number] of ordinary (type of share
to consider) shares in issue in the share capital of the Company.

9.4 Presently, Party B has (number) outstanding shares out of the total (number) outstanding shares of the
Company.

9.5 Presently, Party C has (number) outstanding shares out of the total (number) outstanding shares of the
Company.

9.6 Presently, the Company has ________ in liabilities with an annual gross revenue of _________ and an
operating income of _________ with a net income of ________. Additionally, it has ______ in total assets and
_____ in total equity. The information stated in the ongoing clause has been retrieved by Party (B or C) from
the Company’s financial records with a proof of affidavit in the name of Party (B or C) supplemented in the
exhibit ____.

10 COLLABORATION
10.1 The reality show (Venture) namely ______ shall be developed, produced, distributed and exploited for but not
limited to the purpose of viewing by the people in the republic of India as is permitted by the capital invested
by Party B or/and Party C or the Company’s internally generated income.

10.2 In consideration of a fixed consultation fee in accordance to clause______, Party A agrees to provide the
services to the Company in accordance to the clause ______ subject to clause _______, and the Company
agrees to accept the services in accordance to the clause ______ subject to clause _______ from Party A to
advise on the matters pertaining to the development, endorsement and promotion of the reality show (Venture )
but must be limited to the affairs mentioned in the clause ______ which shall be subject to clause _______ .

10.3 This agreement shall be in power on the date (mention date) as stated in the clause _____ and shall continue to
exercise its power unless and until terminated under the terms of the clause ______.

11 INTERPRETATION

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11.1 The clauses in this agreement, or any information whether expressed or implied or any inference drawn on any
judicial grounds or the agreement as a whole cannot or shall not supersede the clause _______.
11.2 Clause headings do not affect the interpretation of this agreement.
11.3 A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a
separate legal personality).
11.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any
amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being
in force made under it.
11.5 A reference to Writing or written includes faxes and e-mail.
11.6 Words in the singular include the plural and, in the plural, include the singular.
11.7 The following definitions shall apply in this agreement:

Note: Words mentioned underneath shall strictly be interpreted in the light of definitions stated under the clause
18 until and unless expressed explicitly otherwise. If there remains even an iota of doubt in relation to the
meaning of the understated words when in context, then the meanings ascribed under the clause 18 shall
prevail.

11.7.1 “services” means the responsibilities, obligations and work that is required of the Party A on his own
discretion in relation to the Venture set forth in the clause ______ subject to clause _______;

11.7.2 “Venture” signifies the reality show namely _______ which the Company is in the process of but not limited
to developing and producing for but not limited to distribution for but not limited to the purpose of
exploitation by but not limited to the views generated by the people through television and other media
sharing platforms in the republic of India as is permitted by the capital invested by Party B or/and Party C
and/or the Company through its internally generated income.

11.7.3 “Party A” signifies Mr. KAPIL DEV, (add identification proof no.), with his principal place of business
located at (insert address). This (Party A) expression shall unless it be repugnant to the context or meaning
thereof be deemed to include his heirs, executors, administrators and assigns.

11.7.4 “Party B” signifies ________, (add identification proof no.), with his principal place of business located at
(insert address). This (Party B) expression shall unless it be repugnant to the context or meaning thereof be
deemed to include his heirs, executors, administrators and assigns.

11.7.5 “Party C” signifies _________, (add identification proof no.), with his principal place of business located at
(insert address). This (Party C) expression shall unless it be repugnant to the context or meaning thereof be
deemed to include his heirs, executors, administrators and assigns.

11.7.6 “Company” means a legal entity made up of an association of people where Party B holds the office of
( provide designation ) (check for the validity of fact mentioned and attach required documents to prove the
same in the annexes with an attribution ), and Party C holds the office of ( provide designation ) (check for
the validity of fact mentioned and attach required documents to prove the same in the annexes with an
attribution ), be they natural, legal, or a mixture of both, for carrying on a commercial or industrial enterprise,
incorporated under the Section 2(20) Indian Companies Act 2013 (check for the validity of fact mentioned )
or under any previous functioning Company Law in adherence Indian Company Law is a (private or public or
private company limited by shares) company in the business of ( explain business profile ) is in agreement to
but not limited to develop, produce, distribute and exploit the Venture.

11.7.7 “Distribution Fee” means the fee paid by the Company to an agent or a principal for distribution of the rights
of the reality show (Venture) to the end-users.

11.7.8 “Confidential Information” means all financial, commercial, technical, proprietary, personal and other
information or data, trade secrets and know-how of either party, including the terms of this agreement.

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11.7.9 “Intellectual Property Rights” means all patents and patent applications, utility models, rights in industrial
designs, trademarks (whether registered or unregistered and including any goodwill in such trade marks),
service marks, trade names, business names, internet domain names, e-mail address names, rights in designs
(whether registered or unregistered), copyrights (including rights in computer software), moral rights,
database rights, rights in know-how, rights in confidential information, rights in trade secrets, rights in
inventions (whether patentable or not), rights in discoveries, rights in improvements, rights in techniques,
rights in processes, rights in tools, rights in models, rights in concepts, rights in systems and all other
intellectual property rights, whether registered or unregistered, including any form of application for any of
the same and all similar or equivalent rights which may exist anywhere in the world;

11.7.10 “Gross Revenue” means all income (other than sales tax, value added tax and similar taxes) of the Company
relating to the "Reality Show", however generated including, but not limited to, income received from airing
of the "Reality Show” on television, distribution rights, television views, internet views through YouTube
and related media platforms for video sharing or viewing, any “Reality Show” related advertising,
sponsorship, e-commerce and any subsidiaries of the Company (although there is initially no intention for
there to be any such subsidiaries), prior to any deductions being made, including any payments due to the
service provider. Including income generated through TV ads, YouTube, AdSense and related revenue
generated through advertising 3rd party products.
11.7.11 “Expenses“ means All external expenses but not limited to production costs, advertising costs, distribution
costs, personnel costs in relation to carrying out of fore-mentioned affairs and any expenses which are
accrued at behest of any affairs which directly or in-directly are deemed vital for the development,
production, distribution and exploitation of the venture of a reality show namely ________ for but not limited
to the purpose of viewing by the people of the republic of India with a consensus of the board drawn subject
to clause____.

11.7.12 “Launch Date” means the date on which the "Reality Show” “goes live” and is aired for the first time on
television or related media sharing platforms.

11.7.13 “Option Period” means the period starting on the date of this agreement and ending on the earlier of the third
anniversary of the date of this agreement; and the date six months following the date on which this agreement
is terminated.

11.7.14 “Option Price” means the aggregate amount of [INSERT MONETARY AMOUNT].

11.7.15 “Option Shares” means [INSERT NUMBER] ordinary shares in the capital of the Company.
11.7.16 "Reality Show “or “reality show” signifies the Venture.

11.7.17 “Royalties” means the royalties payable to the Party A, as set out in clause _____.

11.7.18 “Royalty Period” means each period of 12 months commencing on (a) the Launch Date; and (b) each
anniversary of the Launch Date.

12 E N G A G E M E N T AND S E R V I C E S

12.1 Engagement

12.1.1 The Company hereby engages the Party A to provide and perform the services required of the Party A on his
own discretion in relation to the Venture set forth in the clause ______ subject to clause _______ and Party
A hereby accepts the engagement.

12.1.2 All services to be provided by Party A shall be performed with promptness and diligence with the best of his
abilities in relation to the Venture as set forth in the clause ______ subject to clause _______. The Company
shall provide such access to its information, property and personnel as may be required of Party A in order to
permit Party A to perform the services, if otherwise, the Party A shall not be held accountable for any
liabilities accrued due to decisions made by the company upon the advice of Party A stemming from the
defective or incomplete information ( the sole judge of the quality of the information shall be no one but
Party A ) provided to Party A.

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12.2 Engagement Tools, Instruments and Equipment
Party A shall be provided with necessary tools, instruments and equipment and place of performing the
Services, unless otherwise agreed between the Parties, Party A shall also be entitled to reimbursement in case it
is required of him to procure the necessary tools, necessity of which shall be determined by Party A, in order to
perform the services set forth in the clause ______ subject to clause _______ .

13 R E P R E S E N T A T I O N AND W A R R A N T Y

Party A represents and warrants to the best of its recollection to the Company that it is under no other restrictions
or contractual obligations which are inconsistent with the execution of this Agreement or which will interfere
with the performance of the Services.

14 O B L I G A T I O N S OF T H E P A R T I E S

14.1 Obligations of the Party A in the Role of an Advisor to the Venture

Party A agrees to provide the following Services to the Company subject to clause _____:

14.1.1 to help review and confirm the accuracy of the content developed in relation to the Venture to the best of his
knowledge subject to clause _____;

14.1.2 to assist during the Venture development stage, and after the Launch Date to provide on-going development
support

14.1.3 to assist the Company with obtaining feedback from individuals that the Expert/Celebrity has a connection
with subject to clause _____;

14.2 Obligations of the Party A in the Role of a brand ambassador and endorser to
the Venture

14.2.1 to permit the Company to use the Party A’s name and likeness as part of the Venture for the purpose of
promotion the Venture;

14.2.2 to endorse the "Reality Show"and actively promote and market the "Reality Show” through various forms of
media (including television, offline and online publications and through the Expert/Celebrity’s own social
media channels) to the extent reasonably agreed between the parties; and

14.2.3 confirms that they have full authority to enter into and perform this agreement and that they are not bound by
any previous agreement which adversely affects this agreement;
14.2.4 agrees that the Company shall be entitled to use and permit the use of the Expert/Celebrity’s name,
biography, photograph and fair likeness for the purposes of promoting and advertising the "Reality
Show"during the term of this agreement;

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14.2.5 agrees not to participate in any activities which would prejudice the goodwill and reputation of the Company
and/or the "Reality Show"during the term of the agreement and for a period of 12 months after the date of
such termination;
14.2.6 agrees not to take or engage in any action or conduct in the Territory which would impugn their character or
reputation or that of their work;
14.2.7 confirms that they shall be responsible for their own tax due under this agreement;
14.2.8 agrees to comply with all the rules in force at such places and locations at which they are required to attend in
connection with providing the Services;
14.2.9 acknowledges that the final editorial decision in respect of all advertising publicity, promotional and any
other material created under this agreement in respect of the "Reality Show"shall be at the sole discretion of
the Company subject to the undertakings given in this agreement;
14.2.10 undertakes not to develop, endorse or promote any other "Reality Show"which is substantially similar in
purpose to the "Reality Show"during the course of his services ; and
14.2.11 undertakes to comply with the advice of the Company in arranging the development and promotion of the
"Reality Show"and the provision of the Services.

15 The Expert/Celebrity grants to the Company the right to use and reproduce and to authorize others to do so,
photographs, re"Reality Show"ions of the Expert/Celebrity’s likeness and recordings of their voice made while
rendering the Services and the Expert/Celebrity’s name, autograph and biography in each case for and in
connection with the promotion and commercial exploitation of the "Reality Show"in such manner and media for
such purposes as the Company may reasonably require.

16 Nothing in this agreement shall prevent the Expert/Celebrity from being engaged, concerned or having any
financial interest in any capacity in any other business, trade, profession or occupation during the term of this
agreement, provided that:
16.1.1 such activity does not cause a breach of any of the Expert/Celebrity’s obligations under this agreement; and
16.1.2 the Expert/Celebrity shall not engage in any such activity if it relates to a business which is competitive with
the "Reality Show"or the business of the Company.

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18 (b) Obligations of the Company

19 The Company:

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19.1.1.1 agrees that the Expert/Celebrity shall be the principal personality to endorse, present, promote and
advertise the "Reality Show"throughout the Territory of business during the term of this agreement;
19.1.1.2 acknowledges that the Expert/Celebrity shall be entitled, upon reasonable request, to be provided at the
Company’s cost with a copy of any material produced under this agreement which it is intended to release
to the public, in connection with the "Reality Show", including any publicity, advertising, promotional and
marketing material in the possession or under the control of the Company featuring or relating to the
Celebrity;
19.1.1.3 undertakes not to disclose any material nor make any statement, whether true or not, concerning the
Expert/Celebrity’s private life, politics and personal views to the media (including newspapers, television
and radio) at any time without the prior written consent of the Expert/Celebrity;
19.1.1.4 agrees that the Expert/Celebrity will not be requested to be involved in any work which would impugn the
character or reputation of the Expert/Celebrity in respect of the provision of the Services under this
agreement;
19.1.1.5 undertakes that no material of any nature concerning the Expert/Celebrity shall be used by the Company
which would impugn the character or reputation of the Expert/Celebrity;
19.1.1.6 agrees to consult with the Expert/Celebrity in respect of all proposed scripts, photographs, films, videos,
sound recordings, posters, computer software, packaging, advertising, promotional, publicity and
marketing material in all media, featuring or relating to the Expert/Celebrity, prior to the "Reality
Show"ion, manufacture and distribution of such material;
19.1.1.7 undertakes that it shall use reasonable endeavors to ensure that no material produced under this
agreement will infringe the Intellectual Property Rights of any third party;
19.1.1.8 agrees to provide the Expert/Celebrity with reasonable notice of all meetings and promotional events at
which the Expert/Celebrity is requested to attend under this agreement;
19.1.1.9 agrees that upon reasonable request it shall provide a copy of any record, document, accounts, or other
material which assist the Expert/Celebrity in establishing the validity and accuracy of the sums due; and
19.1.1.10 confirms that it has full authority to enter into and perform this agreement and that it is not bound by any
previous agreement which adversely affects this agreement.

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22 3. Services Period

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25 (a) Commencement

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27 This Agreement shall commence on the Effective Date mentioned and shall remain in effect until the completion
of the Services or the earlier termination of this Agreement in accordance to section 3(b).

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29

30 (b) Termination

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31

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33 This Agreement may be terminated by the Company, without cause and without liability, by giving [insert
number in words] ([insert number]) calendar days written notice of such termination to the Expert, not including
the partnership stake of the Expert which will still hold true and effective after such termination of the services.
This Agreement, not including the partnership agreement, may be terminated by either Party by giving [insert
number in words] ([insert number]) calendar days written notice of such termination to the other Party in the
event of a material breach by the other Party. “Material breach” shall include: (i) any violation of the terms of
Articles 1 (d), 3, 4, 5, 6, 8, 10 and 11,

34 (ii) any other breach that a Party has failed to cure within [insert number in words] ([insert number]) calendar
days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of the
Expert or any key person performing the Services on its behalf as a result of which the Expert or such key person
becomes unable to continue the proper performance of the Services, (iv) an act of gross negligence or willful
misconduct of a Party, and (v) the insolvency, liquidation or bankruptcy of a Party.

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39

40 (c) Effect of Termination

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42 Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this
agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the
effective date of termination and except as otherwise expressly provided in this agreement.

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44

45 4. Expertise Fee and Expenses

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47

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49 Expertise Fee

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51 In consideration of the Services to be rendered hereunder, the Company shall pay Expert/Celebrity a FIXED
Expertise fee of Twenty Lacs (2000000) INR for each month of Services provided to the Company in the
endeavor of the advising the company in the aforementioned venture of the “Reality Show” till a period of 36
months starting from the first day of the month of June in the year two thousand nineteen(01/06/2019) pursuant to
the procedures and time set forth in Exhibit B.

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53

54 (b) Expenses

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56 Expert/Celebrity shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the
performance of the Services, upon submission and approval of written statements and receipts in accordance with
the then regular procedures of the Company. In addition to the above expenses, Expert/Celebrity is also entitled
to reimbursement to the travel and boarding expenses for two persons when it is required of the Expert/Celebrity
to travel in the performance of the services requested of him (Expert/Celebrity) for the reality show or the affairs
and engagements originating from it.

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62 (c) Partnership Share

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64

65 In addition to aforementioned expenses, Expert/Celebrity will also hold a share of forty(40)% in the assets
acquired, gross revenue and any other profits of or generated by above mentioned venture of “reality show”
namely “ CPC CRICKET REALITY SHOW ” or by the company namely ( ENTER NAME ) founded in order to
produce, organize, develop, run and/or exploit it.

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67 Consequently, no alterations shall be made to the amount of share held by each shareholder for a period of
three(3) years pursuant to the lock-up period imposed from the time of issuance of shares. To elaborate on this, a
founder’s agreement has been attached in the ‘Annexure A’ which enumerates the conditions germane to the
partnership and essential obligations undertaken during the course of partnership.

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69 Furthermore, Expert/Celebrity cannot or will not be held accountable for any others liabilities which may arise of
the actions of the partners in the public or private sphere of their lives until expressed explicitly in the
aforementioned founder’s agreement attached in the Annexure A.

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72 (d) Payment

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75 The expert shall submit to the Company a monthly invoice detailing the Services performed during the preceding
month and the amount due. All such invoices shall be due and payable within [insert number in words] ([insert
number]) calendar days after receipt thereof by the Company.

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80 (e) Royalties

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81.1.1.1 In consideration of the Services, the Company agrees to pay the Royalties to the Expert/Celebrity which
may arise from the usage of his name and likeness.
81.1.1.2 The Company shall pay the Expert/Celebrity the royalty in the form of a ( insert number )percentage share
of the gross revenue generated.
81.1.1.3 Subject to the aforementioned clause, the Company will pay to the Expert/Celebrity Royalties equal to
[INSERT %] of the Company’s Gross Revenue for each Royalty Period that is attributable to the Territory
of operation not limited by state or country limits.
81.1.1.4 To the extent that the Company engages local experts in various jurisdictions to provide content or
promotional assistance for the "Reality Show"specifically tailored to the local requirements or practice of
such jurisdictions, then:
81.1.1.4.1 the Company will use its reasonable endeavors to remunerate such a local expert on a fixed fee rather
than a royalty basis;
81.1.1.4.2 If the Company believes that remunerating such a local expert on a royalty basis is required to obtain
such person’s services and in the best interests of the Company, the Company may agree to pay such
local experts a royalty linked to the Gross Revenue attributable to the relevant jurisdiction only;
81.1.1.4.3 If such royalty is agreed, then the Royalty payable to the Expert/Celebrity in respect of such relevant
jurisdiction will be reduced by an amount equal to [INSERT %] payable to such local expert, provided
that the minimum amount payable to the Expert/Celebrity in respect of such jurisdiction will be an
amount equal to [INSERT %] of the Company’s Gross Revenue that is attributable to such relevant
jurisdiction.
81.1.1.5 For the avoidance of doubt, it is made clear that no such local expert will replace the Expert/Celebrity.

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82.1.1.1 Royalties payable shall be paid within [INSERT NUMBER OF DAYS] of the end of each successive
Royalty Period.
82.1.1.2 At the same time as the payment of Royalties falls due, the Company shall submit or cause to be submitted
to the Celebrity a statement in writing recording the calculation of such Royalties payable, including:
82.1.1.2.1 the Royalty Period for which the Royalties are calculated;

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82.1.1.2.2 the number of "Reality Show"s sold during the Royalty Period and the countries in which they were sold;
82.1.1.2.3 the Company’s Gross Revenue attributable to the Territory; and
82.1.1.2.4 the amount of Royalties due and payable to the Expert/Celebrity.
82.1.1.3 The Company shall reimburse all reasonable out-of-pocket expenses properly incurred by the
Expert/Celebrity for the purposes of providing the Services, subject to "Reality Show"ion of receipts or
other appropriate evidence of payment. Expenses above [INSERT MONETARY AMOUNT] will require
prior approval from the Company. Expenses will be reimbursed to the Celebrity on the earlier of:
82.1.1.3.1 the date that any Royalties are paid to the Celebrity in connection with the Royalty Period in which such
expenses were incurred; or
82.1.1.3.2 [INSERT NUMBER OF DAYS] after the expiry of the Royalty Period in which such expenses were
incurred.

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84 (e) Option

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85.1.1.1 The party of the first part(Company) and its co-founders hereby grants to Expert/Celebrity an option
(“Option”) to subscribe for all of the Option Shares at the Option Price.

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86.1.1.1 The option(s)(includes the options of all the shareholders during the inception of the company and through
the course of its functioning) shall be subject to a lock up period for a period of three years effective
immediately from (INSERT DATE) will become exercisable after the date of expiration of the lock-up
period.

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87.1.1.1 The Option shall be exercised by the delivery of a notice (“Exercise Notice”), served during the Option
Period by Expert/Celebrity on the Company. The Exercise Notice shall specify:
87.1.1.1.1.1 the date on which the Exercise Notice is given; and
87.1.1.1.1.2 a statement to the effect that the Expert/Celebrity is exercising the Option.
87.1.1.2 Completion of the Option shall take place within 10 Business Days of the Exercise Notice. On completion
of the Option:

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88.1.1.1.1.1 the Expert/Celebrity shall pay the Option Price to the Company by way of a same day bank transfer
into such bank account as the Company notifies to the Expert/Celebrity; and
88.1.1.1.1.2 against receipt by the Company of the Option Price, the Company shall issue and allot the Option
Shares to the Expert/Celebrity, credited as fully paid, enter the Expert/Celebrity’s name in the register
of members of the Company as the holder of the Option Shares and will issue and deliver to the
Expert/Celebrity share certificates in respect of such shares.
88.1.1.1.2 If, following the issue of the Option Shares, the Company proposes to issue further shares, the
Expert/Celebrity will be given the right to participate in such share issue pro rata to its shareholding at
that time and at the price per share offered in connection with such share issue. If the Expert/Celebrity
decides not to participate in such share issue, the Company shares are issued to other parties and their
shareholding will be diluted accordingly.

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88.1.1.1.3 The number of Option Shares will be adjusted as appropriate if after the date hereof and prior to the
exercise of the option the Company alters its ordinary share capital by:
88.1.1.1.3.1 the issue of ordinary shares by capitalizing profits or reserves, or
88.1.1.1.3.2 consolidating or sub-dividing its ordinary share capital.

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91 5. Work "Reality Show"and License

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93

94

95 (a) Defined

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97 In this Agreement the term "Work "Reality Show"" shall mean all work "Reality Show"generated by Expert
solely or jointly with others in the performance of the Services, including, but not limited to, any and all
information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software,
know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.

98

99

100 (b) Ownership

101

102 Expert agrees to assign and does hereby assign to Company all right, title and interest in and to the Work "Reality
Show". All Work "Reality Show"shall be the sole and exclusive property of the Company and Expert will not
have any rights of any kind whatsoever in such Work "Reality Show"unless expressed or implied through
aforementioned partnership agreement attached in “Annexure A”. Expert agrees, at the request and cost of
Company, to promptly sign, execute, make and do all such deeds, documents, acts and things as Company may
reasonably require or desire to perfect Company's entire right, title, and interest in and to any Work "Reality
Show". Expert will not make any use of any of the Work "Reality Show"in any manner whatsoever without the
Company’s prior written consent. All Work "Reality Show” shall be promptly communicated to Company.

103

104

105 (c) License

106

14
107 In the event that Expert integrates any work that was previously created by the Expert into any Work "Reality
Show", the Expert shall grant to, and Company is hereby granted, a worldwide, royalty-free, perpetual,
irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents,
designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work "Reality
Show"in any manner that Company deems appropriate. Expert warrants that it shall not knowingly incorporate
into any Work "Reality Show"any material that would infringe any intellectual property rights of any third party.

108

109

110 6. Confidential Information

111

112

113 (a) Defined

114

115 In this Agreement the term “Confidential Information” shall mean the Work "Reality Show"and any and all
information relating to the Company’s business, including, but not limited to, research, developments, "Reality
Show"plans, "Reality Show"s, services, diagrams, formulae, processes, techniques, technology, firmware,
software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets,
customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing,
orally or visually, to Expert. Confidential Information does not include information which:

116
116.1.1.1.1.1 is in or comes into the public domain without breach of this Agreement by the Expert,
116.1.1.1.1.2 is acquired by the Expert from a third party not under an obligation of confidentiality or non-use to the
Company, or
116.1.1.1.1.3 is independently developed by the Expert without use of any Confidential Information of the Company.

117

118

119 (b) Obligations of Non-Disclosure and Non-Use

120

121 Unless otherwise agreed to in advance and in writing by the Company, Expert will not, except as required by law
or court order, use the Confidential Information for any purpose whatsoever other than the performance of the
Services or disclose the Confidential Information to any third party.

122 Expert may disclose the Confidential Information only to those of its employees who need to know such
information. In addition, prior to any disclosure of such Confidential Information to any such employee, such
employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or
shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms
and conditions of this Agreement. In any event, Expert shall not be responsible for any breach of the terms and
conditions of this Agreement by any of its employees without the knowledge of the Expert. Expert shall use the
same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own
Confidential Information of like importance, but not less than a reasonable degree of care.

15
123

124

125

126

127

128 (c) Return of Confidential Information

129

130 Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Expert
will deliver to Company all of Company’s property barring the assets promised in the partnership agreement in
“Annexure A” or Confidential Information in tangible form that Expert may have in its possession or control. The
Expert may retain one copy of the Confidential Information in its legal files.

131

132

133

134 7. Interference with Business

135

136

137 (a) Non-Competition

138

139 During the term of this Agreement, Expert will engage in no business or other activities which are knowingly,
directly or indirectly, competitive with the business activities of the Company without obtaining the prior written
consent of the Company.

140

141 (b) Non-Solicitation

142

143 Expert agrees that for a period of one (1) year after termination of this Agreement, Expert shall not:

144
144.1.1.1.1.1 divert or attempt to divert from the Company any business of any kind in which it is engaged,
including, without limitation, the solicitation of or interference with any of its suppliers or customers,
or

16
145
145.1.1.1.1.1 employ, solicit for employment, or recommend for employment any person employed by the Company,
during the Consultancy Period and for a period of one (1) year thereafter.

146

147

148

149 8. Insurance

150

151

152 Expert shall maintain at its sole expense liability insurance covering the performance of the Services by Expert.
Such insurance coverage shall have limits and terms reasonably satisfactory to Company, and Company may
require Expert to provide to Company a certificate of insurance evidencing such coverage.

153

154

155

156 9. Independent Contractor

157

158

159 The Expert agrees that all Services will be rendered by it as an independent contractor and that this Agreement
does not create an employer-employee relationship between the Expert and the Company. The Expert shall have
no right to receive any employee benefits provided by the Company to its employees. Expert agrees to pay all
taxes due in respect of the Expertise Fee and to indemnify the Company in respect of any obligation that may be
imposed on the Company to pay any such taxes or resulting from Expert’s being determined not to be an
independent contractor. This Agreement does not authorize the Expert to act for the Company as its agent or to
make commitments on behalf of the Company. This is also indicative of the fact that Expert shall neither bear any
responsibility nor accrue any liability resulting from the direct or indirect actions of others in the company or
working as an agent or principal to the company in any manner or position whatsoever unless admitted by the
Expert in person.

160

161

162 10. Force Majeure

163

164

17
165 Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of
any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of
war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or
other acts of nature.

166 The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period
equal to the period of such excusable interruption. When such events have abated, the Parties’ respective
obligations hereunder shall resume.

167 In the event the interruption of the excused Party’s obligations continues for a period in excess of [insert number
in words] ([insert number]) calendar days, either Party shall have the right to terminate this Agreement upon
[insert number in words] ([insert number]) calendar days’ prior written notice to the other Party.

168

169

170 11. Non-Publicity

171

172

173 Each of Company and Expert agree not to disclose the existence or contents of this Agreement to any third party
without the prior written consent of the other Party except:
173.1 to its advisors, attorneys or auditors who have a need to know such information,
173.2 as required by law or court order,
173.3 as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale
by a Party of all or substantially all of its properties or assets, or
173.4 as may be required in connection with the enforcement of this Agreement.

174

175

176 12. Assignment

177

178

179 The Services to be performed by Expert hereunder are personal in nature, and Company has engaged Expert as a
result of his expertise relating to such Services. Expert, therefore, agrees that it will not assign, sell, transfer,
delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the
Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of
this Agreement or any right, duty or obligation hereunder to any third party.

180

181

18
182 13. Injunctive Relief

183

184

185 Expert acknowledges that a violation of Article 5 or 6 would cause immediate and irreparable harm to the
Company for which money damages would be inadequate. Therefore, the Company will be entitled to injunctive
relief for Expert’s breach of any of its obligations under the said Articles without proof of actual damages and
without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for
such violation, but shall be in addition to all other remedies available at law or in equity.

186

187

188 14. Governing Law and Dispute Resolution

189

190

191 This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without
giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction
and venue in the courts of the state of NCT Delhi, India.

192

193

194

195 14. Right to Audit

196

197

198 “Company” shall establish and maintain a reasonable accounting system that enables Expert/Celebrity to readily
identify Company’s assets, expenses, costs of goods, and use of funds.

199

200 Expert/Celebrity and its authorized representatives shall have the right to audit, to examine, and to make copies
of or extracts from all financial and related records (in whatever form they may be kept, whether written,
electronic, or other) relating to or pertaining to this Agreement and the Founder’s Agreement attached in the
annexure A kept by or under the control of the Company, including, but not limited to those kept by the
Company, its employees, agents, assigns, successors, subsidiaries and contractors. Such records shall include, but
not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of
successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out‐of‐pocket
expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements;
journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge
logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and
correspondence.

201

19
202 In addition, the company shall submit all necessary records but no limited to the aforementioned information,
records or documents in its possession or control, or in the possession or control of any auditors or such Auditor
may reasonably request such other information, records or documents if they are held in any other entity’s control
or possession which may be pertinent(shall remain on the Expert/Celebrity’s sole discretion) so as to identify
Company’s assets, expenses, costs of goods, and use of funds by Expert/Celebrity , his auditors and his
representatives.

203

204 Company shall, at all times during the term of this Agreement and for a period of ten years after the completion
of this Agreement, maintain such records, together with such supporting or underlying documents and materials.
In addition, the company with the best of its ability should ensure that the aforementioned records remain at all
times accurate, up-to-date and complete in relation to its obligations under this Agreement (in a form suitable for
inspection under clause 14(E)).

205 Records in relation to the performance of its obligations under this Agreement including:

206
206.1 the acquisition of any liability whatsoever;
206.2 the acquisition of any equity whatsoever;
206.3 plans of any accusations or mergers which may lead to accruing, shifting or disposing off of but not limited to
immediate or underlying liabilities; emphasis mine

20
207

208

209 The Company shall at any time requested by Expert/Celebrity, whether during or after completion of this
Agreement, and at Company’s own expense make such records available for inspection and audit (including
copies and extracts of records as required) by Expert/Celebrity. Such records shall be made available to
Expert/Celebrity during normal business hours at the Company’s office or place of business and subject to a three
day written notice. In the event that no such location is available, then the financial records, together with the
supporting or underlying documents and records, shall be made available for audit at a time and location that is
convenient for Expert/Celebrity.

210

211 Company shall ensure that Expert/Celebrity has these rights with Company’s employees, agents, assigns,
successors, subsidiaries and contractors, and the obligations of these rights shall be explicitly included in any
contracts or agreements formed between the Company and any other expert or celebrity independent of the
nature of their services provided to the company to the extent that those contracts or agreements relate to
fulfillment of the Company’s obligations to Expert/Celebrity.

212

213 Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne
by Expert/Celebrity unless certain exemption criteria are met. If the audit identifies overpricing or overcharges
(of any nature) by the Company to Expert/Celebrity in excess of one‐half of one percent (.5%) of the total
contract billings, the Company shall reimburse Expert/Celebrity for the total costs of the audit.

214

215 If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance,
Expert/Celebrity may recoup the costs of the audit work from the Company. Any adjustments and/or payments
that must be made as a result of any such audit or inspection of the Company’s invoices and/or records shall be
made within a reasonable amount of time (not to exceed 90 days) from presentation of Expert/Celebrity’s
findings to Company.

216 15. General

217

218

219 This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior
understandings and instruments on such subject barring the partnership agreement in the “Annexure A”. This
Agreement may not be modified other than by a written instrument executed by duly authorized representatives
of the Parties.

220

221 No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same
provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not
constitute a waiver of such provision or any other provision(s) of this Agreement.

222

21
223 Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, such provision may be modified by such court in compliance with the law giving effect to the
intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in
full force and effect and shall be construed in accordance with the modified provision.

224

225 16. Mutual Indemnity

226

227 The Expert and the Company undertake to indemnify the other against all liabilities, claims, demands, actions,
costs, damages or loss arising out of any breach by either party of any of the terms of this agreement.

228 In the event of any claim, dispute, action, writ or summons, the Expert and the Company agree to provide full
details to the other party at the earliest opportunity and shall not settle any such matter without first consulting the
other party.

229 In the event of any legal proceedings being commenced by any third party against either the Company or the
Expert or both in respect of any material under the agreement, then written notice shall immediately be given to
the other on such occasion. Both parties shall assist each other as may reasonably be required to settle or defend
such action. Each party shall bear its own legal cost and liability.

230

231

232 17. Arbitration

233

234

235 In the event of any question, dispute and or difference whatsoever arising under the agreement or in
connection there-with including any question relating to existence, meaning and interpretation of this agreement
or any alleged breach thereof, the same shall be settled as far as possible by mutual discussions and consultation
between company and Expert/Celebrity with reference to and in context of the agreement failing. Subject to as
aforesaid, the Arbitration and Conciliation Act, 1996 and rules there under and any statutory modifications
thereof for the time being in force shall apply to the arbitrator proceedings under these paras. It is clearly agreed
that in every case where any appointee arbitrator refuses or vacates his office or neglect or refuses to act or
become incapable of acting or dies, the vacancy shall be supplied by the Expert/Celebrity as aforesaid. .

236

237

238

239 18. Survival of Provisions

240

241

22
242 The following provision of this Agreement shall survive the termination of this Agreement: Articles
___________ and all other provisions of this Agreement that by their nature extend beyond the termination of
this Agreement.

243

244

245

246

247

248

249

250

251

252

253

254

255

256 IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by
their authorized representatives as of the date first written above.

257

258

259

260

261

262

263

264

265

266

267

268

23
269 Signed for and on behalf of Signed for and on behalf of

270 [insert name of Company] [insert name of Consultant]

271

272 By: By:

273 Name: Name:

274 Title: Title:

275

276

277

278

279

280

281

282

283

284

285

286

287

288

289

24
290

291

292

293

294

295

296

297

298

299

300

301

302

303

304

305

306

307

308

309

25
310

311 EXHIBIT A

312

313

314

315 SERVICES REQUESTED:

316

317 XXXX

318 XXXX

319

320

321

322

323 EXHIBIT B

324

325 PROCEDURE AND TIME OF PAYMENT:

326

327 ALL PDCS AT THE TIME OF SIGNING THE

AGREEMENT

328

329

26
330

331

332

333

334

335

336

337

338

339

340

341

342

343

344

345

346

347

348

349 ANNEXURE A

27
350

351 Whereas the parties wish to fix herein their respective

rights and obligations, with respect to the Company and its
future business, all in accordance with the terms and conditions
detailed herein.

352 NOW, THEREFORE, in consideration of the mutual

representations and covenants herein contained, the parties
hereby agree as follows:

353 Formation and Governance of the Company

354

355 As soon as possible following the execution of this

Agreement the parties (hereinafter: the "Founders") shall act
toward the establishment of a corporation to be founded in the
Republic of India , under the tentative name (Insert Company’s
Name), or such other which shall be mutually agreed by the
parties and shall be incorporated under Companies Act, 2013.

356

357 The Company’s Articles will be in a standard form as is

customarily used in the Republic of India, which shall include
however the relevant special provisions of this Agreement. A
draft copy of the Articles is attached as Appendix A to this
Agreement. In the case of any conflict between the terms of this
Agreement and the terms of the Articles, the terms of this
Agreement shall prevail.

358

28
359 Any change and/or amendment to the Articles shall be
resolved by the shareholders meeting and require the consent of
all Founders or shareholders(in case of a founder leaving the
company or selling of his share or buyout).

360

361 Immediately after the incorporation of the company, all

the shares at the time of issuance shall be subject to a three(3)
year lock-up period notwithstanding any articles or provisions
listed in this agreement or any other documents which may
stand to refute this clause. This clause supersedes all provisions
and articles pertaining matters in relation to shares and shall be
enforceable immediately upon the inception of the company.

362

363 The shares shall only become exercisable, tradable or

dilatable only after the date of expiration of the lock-up period.

364

365 The Company’s initial registered capital shall be of

(insert value) INR divided into (insert value)million Ordinary
Shares of (insert value)par value each share, (“Ordinary
Shares”), all of which shall have the same rights, in all
respects. Each share shall be entitled to one vote in any matter
brought before the shareholders of the Company. The shares
shall not have any preferences in dividend, liquidation or any
other matter.

366

29
367 A quorum for the convening of shareholder’s meeting
shall be at of shareholders representing at least 63.1% of the
issued and outstanding shares of the Company. Resolutions put
to a vote at the shareholder’s meeting shall be passed by a
simple majority of the shares present.

368

369 The parties agree that the Company will be deemed to be

a beneficiary of the provisions of Sections 6 (Non Competition)
and 7 (Confidentiality) of this Agreement and the Company
may exercise any and all rights granted thereunder as against
any of the Founders.

370

371 Initial Issuance of Shares in the Company and Dilution

372

373 Immediately following its incorporation, the

incorporator shall nominate Party A, Mr. Kapil
Dev(Expert/Celebrity), Party B(Insert name)(designate role)
and Party C(Insert name)(Angel Investor)as the directors of the
Company and the board of directors (“Board”) shall resolve to
issue shares as follows:

374

375 An aggregate of (insert number) shares to Party A.

(equal to 40% of the total shares)

376

377 An aggregate of (insert number)shares to Party B.(equal

to 40% of the total shares)

30
378 (the “Initial Shareholdings”).

379

380 An aggregate of (insert number)shares to Party C.(equal

to 20% of the total shares)

381 (the “Initial Shareholdings”).

382

383 It is agreed that the Company shall reserve 10% of its

capital for issuance to employees, as shall be determined by the
Board, within the framework of an Employee Stock Option
Plan to be approved by the Board.

384

385 In the event that either Founder shall cease to perform

his duties for the Company, then his holdings in the Company
shall be diluted as follows:

386 If the Founder ceased performance of his duties for the

Company before the passing of 12 months from the date of
signature of this Agreement, then his holdings from the initial
issuance of shares shall be diluted by (insert value).

387

388 If the Founder ceased performance of his duties for the

Company after the passing of 12 months and before the passing
of 24 months from the date of signature of this Agreement, then
his holdings from the initial issuance of shares shall be diluted
by (insert value).

389

31
390 If the Founder continued with the performance of his
duties for the Company for a period of at least 24 months then
his shareholdings shall not be diluted by the effect of these
provisions.

391

392 Once the Company is established, and the Founder has

been issued his initial share allotment, then even if he ceases to
perform his duties for the Company his shareholdings in the
Company shall not fall below (insert number)% of the his
Initial Shareholdings.

393

394 The dilution set forth in Sections 2.2.1-2.2.4 above (a

“Dilution Event”) shall be implemented by the relevant
Founder selling his excess shares to the Company at their par
value, the excess shares being those shares as to which the
dilution applies and which are in excess of the relevant base
which the Founder is entitled to retain notwithstanding the fact
that he ceased performing his duties for the Company.

395

396 In order to implement the dilution procedures set forth in

Sections 2.2.1-2.2.5 above (how to dilute shares - Full Ratchet
or Broad Based Weighted Average).

397

32
398 It should be ensured that the issuance of shares by the
Company adhere to various provisions of the Companies Act,
2013 (the “Act”), Foreign Exchange Management Act, 1999
including rules and regulations notified thereunder, regulations
prescribed by Securities Exchange Board of India (“SEBI”) (if
applicable) and Income Tax Act, 1961 (the “IT Act”).

399

400 Upon any equity investment in the Company the

holdings of each Founder shall be diluted on a pro-rata basis.

401

402 Business and Management of the Company

403

404 The business of the Company shall be to develop,

produce and exploit a "Reality Show” by the name (insert
name) as well as any but not limited such businesses or
ventures for the viewing by the people in the republic of India.

405

406 The Board shall appoint Party (insert A, B or C)as the

Chairman and President of the Company, Party (insert A, B or
C)as the Chief Executive Officer of the Company and Party
(insert A, B or C) as the (designate position).

407 Party A shall be responsible for ______

408 Party (insert A, B or C) shall be responsible, in

accordance with the instructions of the Board, for the daily
management of the Company.

33
409 Party (insert A, B or C) shall be responsible, in
accordance with the instructions of the Board, for the financing
activities of the Company.

410

411

412 Founders’ Representations, Warranties and Undertakings

413

414 Each of the Founders hereby represents, warrants,

covenants and undertakes to the other Founders and the
Company as follows:

415 Other than as expressly provided for herein, none of the

Founders is restrained or limited by, or is in breach of or
conflict with any agreement, which prevents him from entering
into this Agreement and performing the obligations
contemplated hereby.

416

417 Upon signing this Agreement, or at any later date as will

be agreed upon between the Founders, Party B and Part C will
enter into an employment agreement with the Company for
(insert number) months. The parties (B and C) agree that until
an employment agreement is signed between any of them and
the Company, they will not be entitled to receive a salary from
the Company.

418

34
419 During their employment by the Company, Party A,
Party B and Party C shall devote their time and efforts, and
place at the Company’s disposal their experience, expertise and
know-how in the field, to the promotion of the Company’s
business

420

421 The Company shall reimburse each of the party’s for his
reasonable out of pocket expenses which are expended directly
in relation to, and as necessary in order to advance the business
of the Company.

422

423 Signature rights on behalf of the Company shall be

granted as follows:

424

425 As to any sum, or obligation, or series of obligations, the

scope of which does not exceed (insert monetary value), a
signature of one director, together with the stamp of the
Company, or appearing above the typed name of the Company,
shall suffice.

426 As to As to any sum, or obligation, or series of

obligations, the scope of which exceeds (insert monetary
value), the signatures of all the directors, together with the
stamp of the Company, or appearing above the typed name of
the Company, shall be required.

427

428 Board of Directors

35
429

430 The Board of Directors shall consist of three(3)

directors, until it is decided otherwise by the joint decision of
the Founders. At the first Board meeting, Party (insert alphabet)
shall be appointed as Chairman, for an unlimited duration, and
until decided otherwise by the Board.

431

432 The quorum for all meetings of the Board shall be

three(3) directors.

433

434 In the event of a tie vote, Party A shall have a casting

vote.

435

436 Party A Consent Provisions

437

438 Notwithstanding anything to the contrary in this

Agreement and in the Articles, the following matters shall be
subject to the affirmative vote of Party A, as long as Party A
holds at least ____% of the outstanding shares of the Company:

439

440

441 ADD ANY IF REQUIRED

442

36
443 The receipt of loans by the Company and/or any loan or
guarantee given by the Company to any third party;

444

445

446 determination of any change to the Company's signature

rights;

447

448 any transaction of the Company not in the ordinary

course of business including the grant of any rights of
distribution and production not in the ordinary course of
business;

449

450

451 any encumbrance, charge or pledge on the Media rights,

distribution rights and production rights.

452

453 Party A shall be entitled to reimbursement for all pre-

approved expenses reasonably incurred in the performance of
the Services for the company, upon submission and approval of
written statements and receipts in accordance with the then
regular procedures of the Company. In addition to the above
expenses, Party A is also entitled to reimbursement to the
travel and boarding expenses for two persons when it is
required of the Party A to travel in the performance of the
services requested of him (Party A) for the reality show and
company or the affairs and engagements originating from it.

37
454

455

456 Non Competition

457

458 Each Founder hereby covenants to the Company and to

the other Founder that he will not, directly or indirectly, engage
in any activity, whether as employee, consultant, contractor,
officer, director, stockholder, partner, investor, representative,
agent of any entity or otherwise, which competes in any manner
with, or is adverse to, the business of the Company in the Fields
of Activity, for as long as he is a director, officer, employee,
consultant or the holder of more than 5% of the Company’s
then outstanding share capital and for one (1) year thereafter.

459

460

461 Confidentiality

462

38
463 Each of the Founders agrees that any information
regarding the Company and its business and/or regarding the
other Founder and/or this Agreement will not be disclosed to
any third party and will not be used for any purpose other than
as set forth in this Agreement without the prior written consent
of the Company or the consent of all the other Founder. The
foregoing provision shall not apply to (i) information which is
in the public domain other than as a result of a breach of a
confidentiality obligation by the disclosing party, (ii)
information which is required (at the advice of counsel) to be
disclosed under applicable law, (iii) information which the
disclosing party can show by written evidence was known to
such party prior to its disclosure to the disclosing party, or (iv)
information which can be shown by written evidence to have
been independently developed by the disclosing party. None of
the statements in the foregoing provision shall allow any parties
to attack the personal life matters as well as reputation of Party
A or disclose any information whatsoever to undermine Part
A’s Credibility or denigrate his actions in relation to his
professional or social responsibilities.

464

465 Transfer of Shares and Preemptive Rights

466

39
467 Preemptive Rights - If at any time prior to the
Company’s initial public offering of its securities (the “IPO”),
the Company authorizes the offer, issuance or sale of any new
shares or any securities exchangeable, exercisable or
convertible into shares of the Company, (“New Shares”), the
Company will first offer to sell to each of the Founders a
portion of such New Securities equal to such Founder’s pro
rata holdings in the Company’s outstanding share capital at
such time. Each Founder will be entitled (but not obligated) to
purchase, within thirty (30) days after receipt of notice from the
Company that it intends to offer New Shares, all or part of his
portion of the New Shares, and all or any of the portions of the
other Founders who have not exercised their rights hereunder,
at the same price and on the same terms as such New Shares are
proposed to be offered by the Company. The Articles of the
Company shall further specify the general terms under which
the preemptive rights granted hereunder shall be exercised. The
term New Shares shall not include any shares issued under
stock or option incentive plans, shares issued upon stock
dividends, reclassification or re-capitalization, shares issued
upon conversion or exercise of preferred shares whose issuance
was approved by the Board, issuances in connection with
acquisitions or settlements of claims and issuances of shares to
strategic investors who are defined as such by the Board. If any
ESOP is proposed or offered, then it shall be in accordance
with the provisions of Section 2(37) of Companies Act, 2013
with adherence to Section 62(1)(b) of Companies Act, 2013.

468

40
469 Subject to the provisions of this Section 9, no
shareholder in the Company may sell, assign, transfer, pledge
or otherwise dispose of, whether directly or indirectly, any
Shares or any interest therein (each a “Transfer”) without
complying with the terms of this Agreement. Any attempted
transfer in violation of this Agreement shall be void and of no
force and effect and shall not be honored by the Company.

470

471 For the purposes hereof, the term “Permitted

Transferees” shall refer to transferees, under the following
circumstances: (i) a voluntary Transfer or a Transfer by will or
operation of law, in each case to a parent, sibling, spouse, or a
trust for the benefit of any of the foregoing; or (ii) a Transfer to
a company in which the Transferor holds at least 50% of the
shares and voting rights. In each of the above cases, the
transfer shall come into to effect only after the transferee has
executed a written undertaking to comply with the provisions of
this Agreement and only as long as such transferee qualifies as
a Permitted Transferee, as approved by the Board. The
foregoing provision shall be subject to 1.1.3. in this agreement.

472

41
473 Right of First Refusal - If, at any time prior to the IPO,
any one of the Founders (the “Offeror”) desires to Transfer any
or all of his shares in the Company to a third party other than to
a Permitted Transferee (the “Offered Shares”) then such
Offeror shall be obligated to give written notice (“Notice”) to
the other Founder (“Offeree”) of his intention to Transfer any
or all of his shares, providing the details as to the price and
terms offered by the third party subject to Independent
Valuation and Re-Offer following Independent valuation. The
Offeree shall be required to give written notice of his decision
to the Offeror, within 21 days of receipt of the Notice, whether
to purchase all, but not less than all, of the Offered Shares or
does not give any notice at all within the allotted period, then
the Offeror shall be free to Transfer his shares to a third party,
but on terms which shall not be less favorable to the third party
than those specified in the Notice. If the Offeror shall not
consummate a Transfer to a third party within 45 days of the
date following the refusal to purchase by the Offeree, then if
the Offeror is still interested in making a Transfer he shall be
obligated to re-commence the offering procedure described in
this Section above. A Transfer to a third party shall only
become effective after such third party has executed a written
undertaking to comply with the provisions of this Agreement
and such Transfer was approved by the Board. The Board shall
not refuse to approve a Transfer of shares to a third party on
unreasonable grounds. The foregoing provision shall be subject
to 1.1.3. in this agreement.

474

42
475 Restrictions on Sale- Until the earlier of (i) the IPO; or
(ii) the sale of the majority of the Company's issued share
capital or all, or substantially all, its assets; or (iii) a period of 4
years have from the execution hereof;

476

477

478

479 Financing

480

481 Until the Company obtains financing from third party

sources, the Part B and Party C shall finance the activities of
the Company in their respective and direct proportion to their
rate of holdings of shares in the Company.

482

483 The parties anticipate that the first year’s expenses shall
be approximately (insert monetary value)INR.

484

485 Specific expenses and outlays to be made by the

Company shall be decided by the Board. It is agreed by the
parties that until additional financing is obtained by the
Company, the Company shall not expend more than (insert
monetary value)INR, unless so agreed by a unanimous consent
of the Board.

486

487 Intellectual Property

43
488

489 The parties agree as follows:

490

491 IP Rights. All rights, including intellectual property,

know-how, and other rights, developed by the Founders in the
Fields of Media, Production and Distribution will be the
exclusive property of the Company, and no party will be
entitled at any time and for any reason to exploit such rights
except in the framework of, and for the benefit of, the
Company.

492

493 Registration in Company’s Name. All intellectual

property rights relating to or arising out of the Media,
Production and Distribution, including patents and trademarks,
which are capable of registration will be registered solely in the
name of the Company.

494

495

496 Arbitration

44
497 Any disputes arising under or in connection with the
validity, interpretation and performance of this Agreement that
cannot be resolved amicably by the parties shall be brought
before a mediator agreed to be the parties for settlement and in
the event such settlement is not reached within (insert the
number of days) days then the dispute shall be resolved in
arbitration before a single arbitrator. The parties shall endeavor
in good faith to mutually agree on the selection of an arbitrator
of commercial disputes. The arbitrator thus selected shall not be
bound to the procedural rules and rules of evidence, but will be
otherwise bound by the Indian substantive law. Arbitration
proceedings shall be conducted in India, in the English or Hindi
language. The arbitrator will be requested to render his award
within no more than ninety (enter the number of days) days and
to provide, in writing the reasoning for his award. Each party
shall pay the arbitrator’s fees when due, and if he shall not do
so, the arbitrator shall enter a final award against such party.

498

499 Miscellaneous Provisions

500

501 Good Faith

502 Subject to the terms and conditions of this Agreement,

each of the parties hereto will act in good faith and devote his
best efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement.

503

45
504 Expenses

505 All costs and expenses incurred in connection with the

formation of the Company, shall be borne by the party B and C
in a mutually agreed shares.

506

507 Amendment and Modification

508 This Agreement may be amended, modified or

supplemented only by written agreement of all three parties.

509

510 Termination and Survival

511 This Agreement shall terminate with respect to any

Founder who no longer holds any shares in the Company and as
of such date and/or upon liquidation of the Company.
Notwithstanding the foregoing, Sections 7 (non competition), 8
(confidentiality) and 11 (arbitration) shall survive such
termination.

512

513 Waiver of Compliance; Consents

46
514 Except as otherwise provided in this Agreement, any
failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the
party or parties entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate
as a waiver of, or estoppel with respect to, any subsequent or
other failure.

515

516 Notices

517 All notices and other communications hereunder shall be

in writing and shall be deemed given on delivery if delivered
personally or sent by facsimile transmission with electronic
confirmation, or four (4) business days following such notice
being sent, if mailed by registered or registered, postage
prepaid, to the other party at the address as mentioned in the
heading of this Agreement (or at such other address for a party
as shall be specified by like notice; provided that notices of a
change of address shall be effective only upon receipt thereof).

518

519 Governing Law; Interpretation

520 This Agreement shall be governed by and construed in

accordance with the laws of the republic of India. The
paragraph and section headings in this Agreement are intended
solely for the convenience of reference shall not be used in
interpretation of this Agreement.

47
521

522 Adoption and Ratification by the Company

523 Upon its formation the parties shall cause the Company
to adopt and ratify the terms and conditions of this Agreement.

524

525 Counterparts

526 This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

527

528 Entire Agreement

529 This Agreement, including the exhibits and schedules

hereto and the documents, schedules, certificates and
instruments referred to herein, embody the entire agreement
and understanding of the parties hereto in respect of the
transactions contemplated by this Agreement. There are no
restrictions, promises, representations, warranties, covenants or
undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such
transactions.

530

531 Severability

48
532 If any provision of this Agreement is held by a
competent court to be invalid or unenforceable under applicable
law, then such provision shall be severed from this Agreement
and the remainder of this Agreement shall be interpreted as if
such provision were so severed and shall be enforceable in
accordance with its terms; provided, however, that in such
event this Agreement shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable
law, to the meaning and intention of the severed provision as
determined by the parties or as determined by court of
competent jurisdiction.

533

534 IN WITNESS WHEREOF, the parties hereto have

hereunto set their hands, on the date first above written.

535

49
50