TEAM 21 12th February, 2022

Siddharth Bhargava | Swastik Shukla | Shubham | | Vivek Yadav | Srajan Tyagi |

Harshit Agnihotri

ASSINGMENT OF PATENT

PATENT ASSIGNMENT AGREEMENT

This Patent Assignment Agreement (“this Agreement”) is made and executed on this
12/February/2022.

BY AND BETWEEN

Mr. Ram Gopal Verma (herein after referred to as assignor), 58 years of age, a Business
Tycoon, residing in Pali Hill, Mumbai, 422333, India. (Hereinafter referred to as “the
Assignor”, which expression shall mean and include his legal heirs, successors, executors,
administrators, assigns, etc.)

AND

Mr. Sanjay Leela Bhansali (herein after referred to as assignee), 63 years of age, another
Business Tycoon, residing in Bandra West, Mumbai, 422335, India, (hereinafter referred to
as “the Assignee”, which expression shall mean and include its administrators, executors,
assigns, etc.)

Both the Assignor and the Assignee jointly shall be referred to as “the parties”.

WHEREAS:

The Assignor and (Name of Assignee) have invented (Name of Invention) (“the Invention”),

The Assignor has individually applied to the Controller of Patents (“the CoP”) by virtue of
application number ____________ in order to obtain registration of patents over the
Invention in his own name. The details of the patent are more specifically described in
Schedule A to this Agreement. The application was published in the patent journal on
Month/day/year. The application for grant of patent is pending prosecution before the CoP,

During the pendency of prosecution of the patent application, the Assignee is desirous of
acquiring 50% (fifty per cent) rights, title, ownership, and interest in the Patent over the
Invention;
1. DEFINITIONS

1.1. “DEBENTURES” means the debenture of the company in the form set out in the
First Schedule hereto for the time being outstanding and entitled to the benefit of
these presents.
1.2. “DEBENTURE HOLDERS” means the holder for the time being of the debenture
issued and entered in the register of debenture holders, mentioned on the conditions
endorsed on the debentures on the holder of the debentures.
1.3. “DEPOSITORY” shall mean the depository(ies) with whom the Company has made
arrangements for dematerialising the Debentures, being CDSL and NSDL
respectively.
1.4. “ACT” means the Companies Act, 2013 and any modification or re-enactments
thereof.

2. APPOINTMENT OF DEBENTURE TRUSTEE

2.1. SETTLEMENT OF TRUST

The Goliath National Bank (hereinafter, “Debenture Trustee”) is registered with the
Securities and Exchange Board of India (SEBI) as a debenture trustee under the SEBI
(Debenture Trustee) Regulations, 1993 and pursuant to their consent letter, has agreed to act
as a debenture trustee, in trust for the benefit of the Debenture Holders on the terms and
conditions set out in the Debenture Trustee's offer letter. The Debenture Trustee and the
Company have entered into Initial Debenture Trustee Agreement for INR 1000 Cr whereby
the Company has appointed the Debenture Trustee and the Debenture Trustee has agreed to
be appointed as debenture trustee for the benefit of the Debenture Holder(s) and for purposes
related thereto, including for holding the security to be created by the Company in favour of
the Debenture Trustee to secure the payment and other obligations of the Company in respect
of the Debentures. Under the Debenture Trustee Agreement, the Parties have also agreed to
execute a debenture trust deed

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Holder(s) and its/their transferees and assignees from time to time in accordance with the
terms and conditions of this Deed. The Debenture Trustee acknowledges that the Debenture
Holder(s) have agreed to subscribe to the Debentures inter alia on this basis. The Debenture
Trustee in such capacity as a trustee agrees:

(i) To execute and deliver all documents, agreements, instruments and certificates
contemplated by this Deed to be executed and delivered by the Debenture Trustee or as the
Debenture Trustee shall deem advisable and in the best interest of the Debenture Holder(s);

(ii) To take whatever action shall be required to be taken by the Debenture Trustee by the
terms and provisions of this Deed, to exercise its rights and perform its duties and obligations
under such documents;

(iii) That it shall not revoke the trust(s) hereby declared until all the Secured Obligations are
irrevocably discharged and the Payments in respect of the Debentures are paid in full by the
Company to the Debenture Holders and the Debenture Trustee in accordance with the terms
of the Transaction Documents.

(iv) Subject to the terms and provisions of this Deed, to take such other action in connection
with the foregoing as the Debenture Holder(s) may from time to time direct.

2.2. RESIGNATION

(i) The Debenture Trustee may, at any time, without assigning any reason and without being
responsible for any loss or costs occasioned thereby, but after giving not less than 30 (Thirty)
Business Days’ notice, resign as the trustee, provided that it shall continue to act as
Debenture Trustee until a successor trustee is appointed.

(ii) The Company shall, upon receipt of notice of resignation issued by the Debenture
Trustee, take prompt steps to appoint another entity competent to act as trustee for the
Debenture Holder(s) in place of the Debenture Trustee.

2.3 REMOVAL

The Debenture Holder(s) may for sufficient cause, after giving not less than 21 (Twenty-One)
Business Days’ notice in writing to the Company, remove the Debenture Trustee if so,
approved by the Debenture Holders holding at least 75% (Seventy Five Percent) of the value
of the outstanding Debentures and nominate an entity competent to act as their trustee and
require the Company to appoint such entity as the Successor Trustee.

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3. AMOUNT OF DEBENTURES/COVENANT TO MAKE PAYMENTS

3.1 The Debentures constituted and issued are 10,000 rated, listed, secured, redeemable non-
convertible debentures each having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only)
of the aggregate nominal value of Rs. 1000,00,00,000/- (Rupees One Thousand Crores only)
(hereinafter referred to as the "Debentures") on private placement in dematerialized form, in
terms of Information Memorandum, this Deed and the Transaction Documents.

3.2 The tenure, the Coupon Rate, the periodicity of payments, the mode of payment, the
period of redemption and the terms of redemption, in relation to the Debentures are set out in
detail in ANNEXURE-I.

3.3 The Company covenants with the Debenture Trustee that it shall pay to the Debenture
Holder(s), the applicable interest on application money, the applicable Coupon on the Due
Date(s) and the Redemption Amount in respect of the Debentures mentioned herein or earlier
(including in the case of any Event of Default) and shall also pay all other amounts due in
respect of the Debentures as stipulated and in accordance with the Financial Terms and
Conditions. The Company shall make / release all Payments due by the Company in terms of
the Transaction Documents to the Debenture Holder(s) in proportion to their dues.

4. FORM OF THE DEBENTURE

4.1 As the Debentures are to be issued in a dematerialised form, which are subject to the
provisions of the Depositories Act, 1996 and the rules notified by the Depository from time to
time, the Company and the Debenture Holder(s) are required to observe and follow the
procedure laid down in Schedule II (Depository Related Provisions) hereto. Further, the
guidelines issued by the Depository shall be followed by the Company, the Debenture
Holder(s) and the Debenture Trustee.

4.2 The Financial Terms and Conditions shall be binding on the Company and all persons
claiming by, through or under it and shall ensure for the benefit of the Debenture Trustee and
all persons claiming by, through or under it.

5. LISTING OF THE DEBENTURES

5.1 The Company shall list the Debentures on the Wholesale Debt Market Segment of the
BSE within 4 (Four) trading days from the date of closing of the Issue.

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5.2 In case of delay in listing of the debt securities beyond 4 (Four) trading days from the
date of closing of the Issue, the Company will (i) pay penal interest of 1% (One percent) per
annum over the Coupon Rate for the period of delay till the listing of such Debentures, to the
Debenture Holder(s); and (ii) be.

6. BANK ACCOUNT DETAILS AND PRE-AUTHORISATION

6.1 In accordance with the terms of Clause 3.2 of the SEBI Circular dated June 23, 2020
(bearing reference number: SEBI/HO/DDHS/CIR/P/103/2020) (“SEBI Circular”), the
Company hereby submits the following bank account details from which it proposes to pay
the Payments in respect of the Debentures.

S.NO PARTICULARS DETAILS

1. BENEFICIARY NAME: --------

2. NAME OF BANK: --------

3. ACCOUNT NUMBER: --------

4. BRANCH ADDRESS: --------

7. DEBENTURE REDEMPTION RESERVE

The Company hereby agrees and undertakes that it would create and maintain, a Debenture
Redemption Reserve as per the provisions of Section 71 of the Companies Act, 2013 read
with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 and other
Applicable Law (if applicable), and if during the currency of these presents, any guidelines
are formulated (or modified or revised) by any Governmental Authority under Applicable
Law in respect of creation of the Debenture Redemption Reserve, the Company shall abide
by such guidelines and execute all such supplemental letters, agreements and deeds of
modifications as may be required by the Debenture Holders and shall also cause the same to
be registered, where necessary.

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8. REPRESENTATIONS AND WARRANTIES

The representations and warranties made by the Company under this Deed shall be deemed to
be (a) made on the Deemed Date of Allotment; and (b) shall be deemed to be repeated by the
Company on each day till the Debentures are outstanding as if made with respect to the facts
and circumstances existing on such dates, up to the Final Settlement Date, except where
expressly stated to be made as of a particular date. COVENANT

9. EVENTS OF DEFAULT

Upon the occurrence of any of the events specified below and as specified in of
ANNEXURE-I below (hereinafter each an ‘Event of Default’ and collectively, 'Events of
Default"), the Debenture Trustee (acting on the instructions of any of the Debenture Holders)
shall be entitled to call an “Event of Default” by issuing a notice thereof in writing (“EOD
Intimation”) to the Company stating that an Event of Default has occurred:

9.1 The failure to make any Payment due and payable under the Debentures on the date such
Payment falls due, including without limitation failure to make payment of the Principal
Amount on the Maturity Date and/or the Coupon on any of the Coupon Payment Dates;

9.2 The breach by the Company of any representations or warranties, contained in this Deed
and/or any of the other Transaction Documents and the same has not been cured (if capable
of being cured) within 7 (Seven) calendar days from the date of occurrence of such breach;

9.3 When an order has been made by a court or tribunal or a special resolution has been
passed by the members of the Company for winding-up of the Company;

9.4 The Company ceases to carry on its business or any substantial part thereof or gives
notice of its intention to do so.

10. ROLE AND RESPONSIBILITY OF THE DEBENTURE TRUSTEE

In addition to the other powers conferred on the Debenture Trustee and provisions for their
protection and not by way of limitation or derogation of anything contained in these presents
or of any statute limiting the liability of the Debenture Trustee, IT IS EXPRESSLY
DECLARED as follows:

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 (i) The Debenture Trustee shall on a quarterly basis, carry out the necessary diligence
and monitor the Minimum-Security Cover Ratio in the manner as may be specified by
SEBI from time to time.

(ii) The Debenture Trustee shall exercise independent due diligence to ensure that the
Security is free from any encumbrances.

(iii)The Debenture Trustee shall ensure the implementation of the conditions

regarding creation of security for the Debentures, if any, including in relation to
debenture redemption reserve and recovery expense fund, as may be prescribed by
SEBI from time to time.

(iv) The Debenture Trustee shall hold and accept the Security for and on behalf of the
Debenture Holder(s).

(v) The Debenture Trustee shall perform all such acts and duties as are set out in the
other Transaction Documents.

(vi) The Debenture Trustee shall perform all such duties and undertake such
obligations as stipulated under the SEBI (Debenture Trustees) Regulations, 1993 (as
amended from time to time) and all other guidelines, circulars and notifications issued
by SEBI from time to time.

PROVIDED NEVERTHELESS that nothing contained in this Clause shall exempt the
Debenture Trustee from or indemnify it against any liability for fraud, gross
negligence, wilful misconduct, breach of trust or contract which was knowingly or
intentionally committed by it nor any liability which by virtue of any rule or
Applicable Law would otherwise attach to them in respect of any fraud, gross
negligence, wilful misconduct, breach of trust or contract which they may be guilty in
relation to their duties hereunder.

11. NOTICES

All notices, requests, demands and other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered

(i) on the date of delivery when delivered by hand;

(ii) on the date of transmission when set by facsimile transmission during normal
business hours with telephone confirmation of receipt;

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 (iii) three (3) days after dispatch when sent by a reputable courier service that
maintains records of receipt;
(iv) seven (7) days after dispatch when sent by first class or airmail letter.

12. PROVISIONS REGARDING MEETING OF THE DEBENTURE

HOLDER(S)

The provisions regarding meeting of the Debenture Holder(s) are set out in detail in
ANNEXURE-II (Provisions for the Meeting of the Debenture Holder(s)) hereto.

13.SEVERABILITY

Subject to this agreement, if any provision of this Deed is held to be illegal, invalid, or
unenforceable under any present or future law

(a) such provision will be fully severable;

(b) this Deed will be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part hereof; and

(c) the remaining provisions of this Deed will remain in full force and effect and will not be
affected by the illegal, invalid, or unenforceable provision or by its severance here from.

14. INDEMNITY

The Company shall, within 7 (Seven) Business Days of demand (accompanied by

documentary evidence of the amount of such claim), indemnify the initial Debenture
Holder(s) against any cost, expenses, loss or liability arising out of or related to or incurred
by the Debenture Holders and / or the Debenture Trustee as a result of any of the following
events:

(a) any Event of Default including pursuant to default of event under this Deed;

(b) a failure by the Company to pay any amount due under a Transaction Document
on its Due Date including without limitation, any cost, loss, penalty, fees or liability;

(c) any information produced or approved by the Company being or alleged to be

misleading and / or deceptive in any respect;
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 (d) any enquiry, investigation, subpoena (or similar order) or litigation with respect to
the Company or with respect to the transactions contemplated or financed under this
Deed;

(e) any enquiry, show cause notice, notification or order of any Government,
authority or any other authority in respect of or relating to the Security.

15. COSTS AND EXPENSES

All costs and expenses arising out of the issuance of the Debentures (including but not
limited to any amounts payable under Applicable Law as stamp duty on the issuance of the
Debentures (if applicable) or any amounts payable to the Rating Agency towards its fees for
rating of the Debentures) or the listing of the Debentures, wherever applicable, thereafter on a
stock exchange (including but not limited to any amounts payable under Applicable Law
such as stamp duty in relation thereto) as well as all costs and expenses arising out of the
negotiation, preparation and execution of this Deed or any other agreement, document or
other writings executed pursuant to the provisions of this Deed including all costs, charges,
expenses (reasonably incurred), fees of the Debenture Trustee shall be solely borne by the
Company.

16. ENTIRE AGREMENT

This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof and thereof, and supersedes all prior agreements and understanding of the
parties, oral and written, with respect to such subject matter

17. EFFECTIVE DATE

The provisions of this Deed shall become effective on the Deemed Date of Allotment.

18. GOVERNING LAW

Companies Act 2013, SEBI (Debenture Trustee) Regulations, 1993 and other Indian
Governing laws.

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ANNEXURE-I

ANNEXURE-II

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IN WITNESS WHEREOF THE COMPANY has caused its Common Seal to be affixed to
these presents and the trustees have hereto set their hands the day and year above written.

Common Seal of the

i. Witness (1): XYZ

ii. Witness (2): PQR
iii. Witness (3): ABC

Affixed in the presence of (DIRECTOR)

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