-bvSHAREHOLDERS AGREEMENT 

This SHAREHOLDERS AGREEMENT (the “Agreement”) is executed at [Place] on

this the [Date] day of [Month], 2021 (“EffectiveDate”)
BY AND BETWEEN:

THREATSYS TECHNOLOGIES PRIVATE LIMITED, a private limited Company

duly incorporated in India under the Companies Act, 2013 (the “Act”), having CIN:
[.],with its registered office at: Orissa and represented herein by its [.] and authorized
signatory, [.] (hereinafter referred to as the “Company”, which expression shall, unless
repugnant to the meaning and context thereof, be deemed to mean and include its
successors and permitted assigns) of the FIRST PART;

AND

Deepak Kumar Nath, (DIN: 06852469; PAN: [_]), S/o. Srihari Nath, an Indian
national, aged 28 years, residing at Hata chhak, near Jaleswar police station, po-
Jaleswar, Thanabazar, patharpura, baleshwar-756032, Odisha (hereinafter referred
to as “Director”)

AND

Manas Kumar Bindhani (DIN: [_]; PAN: BYDPB1324E), S/o. Chakradhar

Bindhani an Indian national, aged 27 years, residing C/O Manas Kumar Bindhani,
At-Dharampur, Po-B.C.Pur Ps-Khunta, Mayurbhanj- 757087, Odisha (hereinafter
referred to as “Director”)

For the purposes of this Agreement, the Directors shall be referred to individually as a
“Director”, which expression shall, unless repugnant to the meaning and context
thereof, be deemed to mean and include their respective successors and permitted
assigns, of the SECOND PART; 
 AND

Yatin Mukesh Mehta, an individual having PAN: [_]), S/o. [_], an Kenya national,
aged 40 years, residing at at House no- 23, Kihingo Village, Kirwa Road(Off Peponi

Road), Nairobi, Kenya (known as the “Investor”, which expression shall, unless
repugnant to the meaning and context thereof, be deemed to mean and include
successors and permitted assigns), of the THIRD PART; 

The Company, Director and Investor are hereinafter referred to individually as a

“Party” and collectively as “Parties” to this Agreement.

WHEREAS: 

A. The Company is interalia engaged with the ownership and operation in providing
service into Technology and software development, under the brand name
“THREATSYS TECHNOLOGIES PRIVATE LIMITED”, with the motto “Motto”.
Company works toward engaging in the business of providing services in the field
of Cyber Security Services and including threat analysis, vulnerability
assessment, penetration testing, security compliance by various modes, including
through the use of information technology and its
applications. (“Business”).
B. The Investor is an individual who is desirous of subscribing to, and the
Directors are desirous of transferring to the Investor, the equity shares (defined
below) in the Company in lieu of the Investment Amount (defined below), on the
terms and conditions set forth in this Agreement.
C. The Investor has agreed to invest an aggregate amount of INR 350,000/- on the
date of transfer (the “Investment Amount”) by subscribing to equity shares
(“75%”) to be issued by the Company with the capital structure of the Company
specified in Annexure A.
D. The Investor has agreed to make payment of the Investment Amount by carrying
out a bank transfer to the Company account as follows: 
Account Number:[.]
Account Name: [.]
IFSC: [.]
MICR: [.]
E. The Parties wish to set out their rights, duties, obligations, and undertakings as
Shareholders (defined below) of the Company and have accordingly entered into this
Agreement.
F. The Parties expressly and unconditionally agree that any Third Party (defined
below) desirous of becoming a shareholder of the Company (whether through a
Transfer (defined below) by a Party, or through a fresh issue by the Company)
shall be required to execute a Deed of Adherence (defined below) in the from
specified in Annexure C. 

NOW THEREFORE, in consideration of the representations, promises, mutual

covenant and agreements set forth herein, and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows: 

1. SECTION 1 - DEFINITIONS AND INTERPRETATION

Definitions - Unless repugnant to the context, the following terms used in this
Agreement shall have the meanings respectively assigned to them:
1. “Act” means the Companies Act, 2013, as amended from time to time and includes
any re-enactment thereof.
2. “Agreement” means this Shareholders Agreement including all Annexures and
Schedules hereto, along with any written modifications hereto. 
3. “Articles” means the Articles of Association of the Company, as amended from time
to time
4. “Assets” means, in relation to any Person (defined below), the whole or any part of
any present and future properties, assets, revenues and rights of every description
 (including any right to receive revenues or other amounts, however arising) of such
Person.
5. “Board” means the Board of Directors of the Company.
6. “Buy-Back of Shares” shall mean a buy-back of shares as contemplated under
Section 68 of the Companies Act, 2013.
7. “Charter Documents” shall mean collectively the Memorandum of Association
and the Articles of Association of the Company.
8. “Deed of Adherence” shall mean the deed of adherence, the agreed form of which
is attached as Annexure B of this Agreement.
9. “Encumbrance” means any mortgage, charge (fixed or floating), pledge, lien,
security interest, hypothecation, trust, preferential right of set off or other third party
right or interest (legal or equitable) including any right of pre-emption, assignment
by way of security, reservation of title or any other security interest of any kind
however created or arising or any other agreement or arrangement (including a sale
and repurchase arrangement) having similar effect and “Encumber” shall be
construed accordingly.
10. “Equity Share” means an equity share of the face value of INR 10 per share of the
Company, or such other amount, as may be issued by the Company from time to
time.
11. “Financial Year” means the financial year of the Company beginning on April 1
and ending on March 31 of every year, or such other period as the Board may
determine.
12. “Force Majeure Event(s)” shall mean any event or combination of events or
circumstances beyond the control of the Parties, which cannot (a) by the exercise of
reasonable diligence, or (b) despite the adoption of reasonable precautions and/or
alternative measures be prevented, or caused to be prevented, and which materially
and adversely affects the performance of the Parties obligations under this
Agreement including: (i) acts of God. i.e., fire, drought, flood, earthquake, epidemics
and other natural disasters; (ii) explosions or accidents; (iii) strikes or lock-outs; (iv)
any change in Law; (v) actions of decree of Governmental Authorities whether by
regulation, administrative action or otherwise, including refusal to grant the
requisite Approvals (provided that such refusal is not caused by, or otherwise
 attributable to, either Party); or (vi) any event or circumstances analogous to the
foregoing.
13. “Investment Amount” has the meaning ascribed to it in Recital C.
14. “Intellectual Property” means patents, trademarks, service marks, registered
designs, data base rights, trade or business names, know-how, copyright (including
but not limited to rights in software), design rights, domain name rights and any
other intellectual property rights and rights of a similar or corresponding nature in
any part of the world (in each case whether registered or not and whether capable of
registration or not) arising out of or in connection with the Business.
15. “Liquidation Event” means: (i) a liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Company; (ii) merger, demerger, acquisition, change
of control, consolidation, sale of Shares or other transaction or series of transactions
where the Company’s Shareholders as on the date of investment will not (a) retain a
majority of the voting power of the surviving entity, or (b) control the Board of
Directors of the surviving entity; and (c) a sale, lease, license or other transfer of all
or substantially all the Company’s assets.
16. “Person” means any individual, sole proprietorship, Company, body corporate,
corporation, firm, partnership, joint venture, association, organization, trust, society,
Government or agency of Government, and/or any other legal entity (whether
incorporated or not).
17. “Share Capital” shall mean the total issued, subscribed and fully paid up share
capital of the Company on a Fully Diluted Basis.
18.  “Shares” or “Securities” or means the Equity Shares of the Company.
19. “Shareholder” shall mean the Parties or any Person who, from time to time,
becomes a holder of any Shares in the Company (pursuant to the terms and
provisions of this Agreement, including through the execution a valid Deed of
Adherence).
20.“Third Party” means a Person other than the Parties.
21. “Transfer” means any form of transfer or creation of interest including an
assignment, sale, transfer, lease, franchise, disposal, gift or Encumbrance and/or any
agreement (formal or informal) to enter into any of the aforesaid.
22. "Tax" or "Taxes" means all forms of direct and indirect taxation whatsoever and
any levy, charge, impost, duty, fee, deduction or withholding that is assessed, levied,
imposed or collected by any Governmental Authority, including taxes on income,
services, wealth, fringe benefits, gross receipts, net proceeds, turnover, payroll,
consumption, employment, excise, severance, stamp duty, occupation, premium,
windfall profits, environmental, value added, minimum alternative, customs duties,
capital stock, securities, franchise, profits, social security, unemployment, disability,
real property, personal property, leasing, sales, use, Transfer, license, registration,
advance or estimated tax of any kind whatsoever, including any interest, penalty, or
addition in connection with it, whether disputed or not.

Interpretation 

In this Agreement, unless the context otherwise requires:

1. The headings are inserted for ease of reference only and shall not affect the
construction or interpretation of this Agreement. 
2. References to one gender include all genders.
3. Any reference to any enactment or statutory provision is a reference to it as it may
have been, or may from time to time be, amended, modified, consolidated or re-
enacted. 
4. Words in the singular shall include the plural and vice versa
5. Any reference to a Clause, Recital, Section, Annexure or Schedule shall be deemed to
be a reference to a Clause, Recital, Section, Annexure or Schedule of this Agreement.
6. References to an agreement or document shall be construed as a reference to such
agreement or document as the same may have been amended, varied or
supplemented in writing at the relevant time in accordance with the requirements of
such agreement or document and, if applicable, of this Agreement with respect to
amendments.
7. No provisions of this Agreement shall be interpreted in favour of, or against, any
Party by reason of the extent to which such Party or its counsel participated in the
 drafting hereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof.

2. NO DILUTION

1. If additional shares in the capital of the Company are issued, or on the occurrence of
any event which results in the dilution of existing shareholders, the Directors and the
Investor shares shall get diluted in proportion to their shareholding.
2. If additional shares in the capital of the Company are issued, or on the occurrence of
any event which results in the dilution of existing shareholders, the Investor shares
shall not fall below [.]% on a fully diluted basis.

3. TRANSFER OF SHARES

1. Subject to the provisions of the Act and AOA, the shares in the capital of the
company shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par and at such time
as they may from time to time think fit
2. No Shareholder may, directly or indirectly, sell, transfer or otherwise assign or
dispose of, undertake to dispose of any of its Shares, except if and to the extent that it
complies with the provisions of this Agreement.
3. Except as required by law, no person shall be recognised by the company as holding
any share upon any trust, and the company shall not be bound by, or be compelled in
any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any share, or any interest in any fractional part of a share,
or (except only as by these regulations or by law otherwise provided) any other rights
in respect of any share except an absolute right to the entirety thereof in the
registered holder.
4. The rights conferred upon the holders of the shares of any class issued with preferred
or other rights shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by the creation or issue of further
shares ranking pari passu therewith.
5. The Investor’s Shares shall remain locked and may not be sold for a period of one (1)
years from the Closing Date without the prior written approval of the Board of
Directors.
6. The Investor shall be entitled to exit the Company, subject to the transfer provisions
contained herein and in the definitive Agreements, after the expiry of the Lock-In
Period. At the time of exit, the Company shall have the right to buy back the shares
on the Exit of any of the Investor at the Fair Market Value existing at that time, to be
computed in accordance with Clause 5 hereinbelow.
7. A sale and transfer of Shares as mentioned in Clause 3.1 is permitted if and to the
extent that such a seal and transfer complies with the following provisions:
(i) the provisions of this Agreement, the governing law and Articles of Association
of the Company; and
(ii) the sale and transfer relate to the unencumbered legal and beneficial ownership
of the Shares.
8. The Investor shall ensure that their Shares stay free from any Encumbrances, save
for where prior written consent in the General Meeting was obtained.
9. The company shall have a first and paramount lien --
(a) on every share (not being a fully paid share), for all monies (whether presently
payable or not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a
single person, for all monies presently payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be wholly
or in part exempt from the provisions of this clause.

4. RIGHT OF FIRST REFUSAL

1. If the Investor (“Transferor”) proposes to sell all or any portion of the Shares held
by them (“Sale Shares”) to any person (“Intending Purchaser”), then the Transferor
shall, by written notice ("Notice") first offer to sell the Sale Shares to the Directors of
the Company. The Notice shall contain the name of the Intending Purchaser to
whom the Transferor proposes to sell the Sale Shares, the price and the terms of
payment and all other terms of sale.
2. The Directors shall be entitled to accept the offer by the Transferor to sell the Shares
in writing (“Acceptance Notice”) within thirty (30) Business Days from the date of
receipt of the Notice (“Acceptance Period”). The Shares shall be transferred to the
Directors in accordance with this Clause within a period of 30 (thirty) days of the
receipt of the Acceptance Notice. 
3. If the Acceptance Notice is not sent by any of the Directors before the expiry of the
Acceptance Period, the offer will be deemed to have been rejected, and the
Transferor shall thereafter be free to dispose of the Sale Shares within a period of
thirty (30) Business Days (“Free Sale Period”) of the expiry of the Acceptance Period
to the other Investors on the same terms as specified in the Notice. If the Investors
are deemed to reject the offer, the Investors shall be entitled to sell the Sale Shares to
any third-party Intending Purchaser at their discretion.
4. If any of the Directors (“Transferor”) proposes to sell all or any portion of the
Shares held by them (“Sale Shares”) to any person (“Intending Purchaser”), then the
Transferor shall, by written notice (“Notice”) first offer to sell the Sale Shares to the
Shareholders of the Company. The Notice shall contain the name of the Intending
Purchaser to whom the Transferor proposes to sell the Sale Shares, the price and the
terms of payment and all other terms of sale.
5. The Shareholders shall be entitled to accept the offer by the Transferor to sell the
Shares in writing (“Acceptance Notice”) within thirty (30) Business Days from the
date of receipt of the Notice ("Acceptance Period"). The Shares shall be transferred
to the Shareholders in accordance with this Clause within a period of 30 (thirty) days
of the receipt of the Acceptance Notice.
6. If the Acceptance Notice is not sent by any of the Shareholders before the expiry of
the Acceptance Period, the offer will be deemed to have been rejected, and the
Transferor shall thereafter be free to dispose of the Sale Shares within a period of
 thirty (30) Business Days ("Free Sale Period") of the expiry of the Acceptance Period
to any third-party Intending Purchaser at their discretion.
7.

5. DETERMINATION OF FAIR MARKET VALUATION 

1. To begin the process of determining the Fair Market Value as contemplated

hereunder, a Party must deliver a written notice ("Valuation Notice") to the other
Party requesting that a mutually accepted accounting firm, or a Category I merchant
banker based in India, is appointed as the valuer for the determination of the Fair
Market Value ("Appraiser"). 
2. The Parties shall jointly appoint the Appraiser for determining the Fair Market Value
within 14 (fourteen) days from the date of receipt of the Valuation Notice. The
Parties agree that the auditors of either Party shall not be appointed as the Appraiser
for the calculation of the Fair Market Value. 
3. The Company shall fully assist and render all assistance and information to the
Appraiser to determine the Fair Market Value in accordance with the provisions of
this Agreement. Further, the Parties shall cause the Appraiser to determine the Fair
Market Value within 30 (thirty) days of its appointment. 
4. All costs incurred in relation to the calculation of the Fair Market Value shall be
incurred by such Party issuing the Valuation Notice.

6. INDEMNITY

Each of the Parties (hereinafter referred to as the “Indemnifying Party”) hereby

irrevocably and unconditionally agrees to indemnify and agrees to defend and to keep
the other Party (the “Indemnified Party”) indemnified and harmless from and
against any Losses suffered or sustained by the Indemnified Party by reason of (i) the
non-performance or non-observance of any of the terms and conditions of this
Agreement by the Indemnifying Party; (ii) acts of willful negligence or intentional
misconduct by the Indemnifying Party in the performance of this Agreement; (iii)
breach of the provisions of this Agreement by the Indemnifying Party; (iv) any
representation and warranty by the Indemnifying Party being untrue; (v) failure by the
Indemnifying Party to fulfil its obligations under any applicable law or under this
Agreement; and/or (vi) any Losses attributable to direct / indirect acts or omissions of
affiliates / representatives / employees of the Indemnifying Party.
Every officer of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted or in which
relief is granted to him by the court or the Tribunal.

7. ACCOUNTS AND AUDIT

1. Books of Accounts. The Company, through its Board, shall cause proper books of
accounts to be kept in accordance with various provisions of the Companies Act,
2013 and all other applicable laws and Indian GAAP (generally accepted accounting
principles, standards, and practices applicable in India).
2. FinancialYear. The financial year of the Company shall commence on April 1st of a
year and end on March 31st of the next year ("Financial Year"). 
3. Registers and Returns. The Parties agree to cause the Company to maintain at its
registered office all statutory books, registers and records as required under
applicable law, and promptly and timely file all statutory returns with the Registrar
of Companies (“ROC”), under the Companies Act, 2013, and as required by
applicable law. The Parties shall cause the Company to file an annual return
(containing the relevant particulars) with the ROC within the time period as required
by applicable law.
4. The Board shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations, the accounts and books
of the company, or any of them, shall be open to the inspection of members not
being directors.

5. No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorised by the
Board or by the company in general meeting.
8. REPRESENTATIONS AND WARRANTIES

1. The Directors hereby represent and warrant to the Investor that each of the
representations, warranties and statements contained in this Clause are true and
correct as of the date of this Agreement and therefore as of the Closing Date as well.
2. Power and Authority: The Directors have the power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly and validly executed
by the Directors and constitutes and will constitute legal, valid and binding
obligations of the Directors, enforceable against them in accordance with its
respective terms. 
3. No Violation: The execution and delivery neither of this Agreement by the
Directors, nor the consummation by them of the transactions contemplated hereby,
nor compliance by the Director with any of the terms or provisions hereof or thereof,
will violate any statute, code, ordinance, rule, regulation, judgment, order, writ,
decree, or injunction applicable to the Directors.
4. Consents and Approvals: Except for such consents and approvals already
obtained no consents or approvals of, or filings or registrations with, any
governmental authority or third party are necessary in connection with the execution
and delivery by the Directors of this Agreement or the enforceability of such
Agreement.
5. Transfer of Intellectual Property: All Intellectual Property related to the
Business owned by the Directors has been transferred / assigned to the Company.
6. Solvency: The Company is in good financial state and there is no immediate
apprehension of it going into or having commenced liquidation or become subject of
proceedings under bankruptcy or insolvency law, either voluntarily or compulsorily.
7. Material Adverse Effect: There having been no changes (not any development or
event involving a prospective change) including any change in applicable laws or any
action of a governmental authority or court that, in the reasonable opinion of the
Investor materially and adversely affects or may materially and adversely affect the
 conditions (financial of otherwise) prospects, valuations, result of operations or
general affairs of the Company, the Directors or of the Business.
8. Other Approvals: The Directors and the Company having obtained all necessary
approvals as may be required to perform their respective obligations under this
Agreement.
9. Employment Agreements, etc. The Company shall have duly entered into and
executed employment, non-competition, and non-solicitation agreements with each
member of the Company.
10. Other conditions: Such other conditions that the Investor may reasonably request
agreed upon by the Company and Directors.
11. Notwithstanding any cancellation, suspension, termination or acceleration pursuant
to any of the events referred to above, all the provisions of this Agreement shall
continue to operate in full force and effect during the period of the Agreement and
the rights of the Investor and obligations of the Company and the Director shall
survive.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be construed in accordance with and governed by Indian law and the
Parties have agreed that the Courts at Place, India shall have exclusive jurisdiction over any
and all disputes that may arise between the Parties, to the exclusion of all other courts.

If any dispute arises amongst the Parties during the subsistence of this Agreement or
thereafter, in connection with or arising out of this Agreement, the Parties shall endeavor
to settle such dispute amicably through mutual discussions in the first instance which (if
the dispute is unresolved within 30 (thirty) days of the commencement of such mutual
discussion) will be followed by referral to arbitration by a sole arbitrator to be appointed by
the Company. The arbitration will be conducted in English, and the seat of arbitration will
be place, India.

10. NON-COMPETE & NON-SOLICITATION

1. For the duration of their tenure as Shareholders of the Company, and for a period of
1 (One) year thereafter, the Investor and Directors agree not to start, join, or invest
in any ventures that directly compete with the Business of the Company, solicit
business from, or undertake with any customers of the Company either past or
present. In addition, it is understood that, upon a Party ceasing to be associated with
the Company as a Shareholder or otherwise, the remaining Shareholders of the
Company will have the right to send a letter to any or all of the current and former
clients of the Company, advising them that the Party in question is no longer a
Shareholder of the Company.
2. In addition, for the duration of their tenure as Shareholders of the Company, and for
a period of 1 (One) year thereafter, the Parties expressly undertake not to solicit,
either directly or indirectly, any current or prior employee of the Company. 
3. The Parties further agree that for the duration of their tenure as Shareholders of the
Company, and for a period of 1 (One) year thereafter, they shall be prohibited from
involving themselves in the incorporation, acquisition, management (in any
executive or managerial position or hold any position of directorship) or
employment, whether for profit or otherwise, in any Company which is engaged in a
similar business, in selling similar products or in providing services of a similar
nature and/or to a similar customer target group as that of the Company, and would
be considered a competing entity.
4. The Company will have the right to seek an injunction restraining any of the Parties
from continuing their business or service if they are found in violation of the above
clauses. The Company shall also have a right to seek any damages for losses that are
available in law and equity for such breaches committed by the Parties. The
Company may also impose a penalty on the Parties who are found in contravention
of the above clauses in the form of damages. Such penalty will be decided by the
Company taking into account the facts and circumstances of the breach in question.

11. CONFIDENTIALITY
1. The Investor acknowledges that all confidential information relating to the Company
encountered by or shared with them, whether during the course of this Agreement,
or otherwise, including but not limited to employee lists, client lists, trade secrets,
internal protocols, intellectual property, business processes, and operations (present
or future) (collectively, “Confidential Information”), shall be treated as
confidential and remain undisclosed to any other party, both during the term of this
Agreement and after its termination.
2. The Investor shall maintain the utmost confidentiality regarding the Confidential
Information at all times. Provided however nothing contained herein shall affect the
ability of the Company to make disclosure to any governmental authority or any
other Person under the provisions of any law.
3. The Parties shall ensure that the Confidential Information, specifically the know-how
and intellectual properties, is disclosed on need-to-know basis only to authorised
persons, agents and nominees acting on behalf of the Parties.
4. The Investor further agrees to keep all communications and agreements relating to
the Shares confidential and undertake to not share the same with any Third Party
other than a Proposed Transferee, provided that the same is pursuant to such
disclosure receiving the prior express written approval of the Directors.

12.NOTICES AND COMMUNICATION

1. Any notice or other information required or authorized by this Agreement to be

given shall be given in writing, in English and by:
1. sending it by registered courier / post with proof of delivery; or
2. sending it by e-mail
2. Any notice or information sent by e-mail or comparable means of communication
shall be deemed to have been duly sent on the date of transmission.
3. Notices to the Company, Investor and the Director shall be to the addresses above
mentioned. 
13.MISCELLANEOUS
1. Assignment: The rights and obligations of the Parties provided for by this
Agreement are non-transferable and non-assignable except upon event of death of
any of the Investor, wherein all Shares of the respective Investor(s) shall
automatically be transferred to their authorised nominee(s).
2. Waivers: No failure by a Party to take any action with respect to a breach of this
Agreement or a default by any other party shall constitute a waiver of the former
Party’s right to enforce any provision of this Agreement, or to take action with
respect to such breach or default or any subsequent breach or default. Waiver by any
Party of any breach or failure to comply with any provision of this Agreement by a
Party shall not be construed as, or constitute, a continuing waiver of such provision,
or a waiver of any other breach of or failure to comply with any other provision of
this Agreement. 
3. Severability: Any provision in this Agreement, which is or may become prohibited
or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in the same or any other jurisdiction. Without prejudice to the foregoing,
the Parties will immediately negotiate in good faith to replace such provision with a
proviso, which is not prohibited or unenforceable and has, as far as possible, the
same legal and commercial effect as that which replaces. 
4. Entire Agreement: This Agreement represents the entire agreement between the
Parties and shall supersede and extinguish any previous drafts, agreements or
understandings between all or any of the Parties (whether oral or in written) relating
to the subject matter herein and shall include all Schedules and amendments
executed by the Parties mutually in writing.
5. Change in law: In the event of any change in applicable laws in India that has an
effect on the terms of this Agreement, the Parties agree to make best efforts to review
the Agreement, and if deemed necessary by the Parties, renegotiate the same in good
faith, doing their utmost to adhere to their original intentions. 
6. No Consequential Damage: The Parties (including for this purpose their
respective affiliates) shall not be liable for each other’s incidental, indirect, special or
consequential damages (including lost profits or lost revenues) under this
 Agreement, regardless of whether such liability arises in tort, contract, breach of
warranty, indemnification or otherwise.
7. Amendments: Any modification, amendment, or waiver of any provision of this
Agreement shall only be effective if made in writing and signed in person or by an
authorized representative of each Party against whom enforcement of such
modification, amendment or waiver is sought.
8. Counterparts: This Agreement has been signed in counterparts, each of which
shall be deemed to be an original.
9. Force Majeure: The failure or omission to carry out or observe any of the terms,
provisions, conditions, representations or warranties contained in this Agreement
during the continuance of any Force Majeure Event shall not give rise to any claim by
the Company, the Director or the Investor, as the case may be, or be deemed to be
breach of this Agreement if the same is caused by or arises out of the Force Majeure
Event. Provided however that the foregoing exception shall only apply if the Force
Majeure Event impacts the Party in question.
10. Relationship of the Parties: The Parties are independent contractors. None of
the Parties shall have any right, power or authority to enter into any agreement for or
on behalf of, or incur any obligation or liability of, or to otherwise bind, the other
Parties except as specifically provided by this Agreement. Nothing in this Agreement
shall be interpreted or construed to create an association or partnership between the
Parties, deem them to be persons acting in concert or to impose any liability
attributable to such relationship upon any of the Parties nor, unless expressly
provided otherwise, to constitute any Party as the agent of any of the other Parties
for any purpose.

IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and
year first above written.

For the Company For the Director No. 1

Signature: _______________

Name:[_] Signature: _______________

Designation: [_] Name:[_]

Date: [_] Date: [_]

Place: [_] Place: [_]

For the Director No. 2 For the Director No. 3

Signature: _______________ Signature: _______________

Name:[_] Name:[_]

Date: [_] Date: [_]

Place: [_] Place: [_]

For the Investor Witnesses

Signature: _______________

Name:[_]

Date: [_]

Place: [_]
 ANNEXURE A
CURRENT CAPITAL STRUCTURE OF THE COMPANY

S. Name of Shareholding in the Actual Shares of Type of

No. Shareholder Company (calculated on a ₹10 value Shares
Fully Diluted Basis)

1 DEEPAK KUMAR 99% 9900 Equity

NATH
2 MANAS KUMAR 1% 100 Equity
BINDHANI
Total 100%
 ANNEXURE B

CAPITAL STRUCTURE AFTER NEW EQUITY SHARES TRANSFERS

Individual / Percentage of To be Issued / Actual Shares of

Group New Shares Conditional ₹10 value

Yatin Mukesh 75% To be Issued 7500

Mehta

DEEPAK KUMAR To Be Issued

NATH

MANAS KUMAR To Be Issued

BINDHANI

ANNEXURE C
AGREED FORM OF DEED OF ADHERANCE

THIS DEED OF ADHERENCE (“Deed”) is made and executed at [●] on this day of
[●] by:

1. Yatin Mukesh Mehta, hereinafter referred to as the “Transferee”, which expression

shall unless repugnant to the context hereof shall be deemed to include its successors
and permitted assigns) of the FIRST PART; and

2. THREATSYS TECHNOLOGIES PRIVATE LIMITED, a Company incorporated

under the laws of India and having its corporate office ADDRESS (hereinafter referred
to as the “Transferor”, which expression shall unless repugnant to the context hereof
shall be deemed to include its successors and permitted assigns) of the OTHER PART
 in favour of and for the benefit of each and all of the Parties to the Shareholders
Agreement dated [_], 2020 (“Agreement”) entered into between the Company,
Directors, and Investor (as defined by the Agreement). 

WHEREAS:
A. The Company, Directors, and Investor entered into the Agreement, a copy of which is
annexed hereto as SCHEDULE I and is initiated by the parties hereto for the purposes of
identification.
B. Pursuant to a Shareholder’sAgreement dated [●], the Transferee proposes to
purchase 75% equity shares (“Securities”) of the Company from the Transferor vide
[insert description of instrument of transfer of Share].
C. In accordance with the provisions of the Agreement, the Parties are required to cause a
Person who acquires any Share (as defined by the Agreement), after the Effective Date
(as defined by the Agreement), to execute a deed of adherence in the form of this Deed,
undertaking to adopt and implement the terms and conditions of the Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, MUTUAL

COVENANTS AND PROMISES SET FORTH HEREINAFTER AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION, SUFFICIENCY OF
WHICH IS HEREBY ACKNOWLEDGED, THIS DEED WITNESSETH AS
UNDER: 

1. DEFINITIONS AND INTERPRETATION

1.1 Capitalized terms used but not defined in this Deed shall, unless the context otherwise
requires, have the meaning assigned to them in the Agreement.
1.2 The provisions of Clause 1 of the Agreement shall apply mutatis mutandis to this Deed
and shall be deemed to be incorporated herein by reference. 

2. Terms of Adherence
2.1 The Transferee hereby acknowledges that it has received, read, and understood the
Agreement, along with all Schedules thereto, as well as the Charter Documents.
2.2 The Transferee hereby agrees, undertakes and covenants with the Company that from
the date of completion of the transfer of Securities, it will adhere to, be bound by and act
in accordance with the Charter Documents and the terms and conditions of the
Agreement which are applicable to it as a Party to the Agreement, including all
undertakings, limitations and restrictions contained therein and as an owner of the
Securities in all respects as if it had been originally named as a party to the Agreement.

3. Incorporation of the Provisions of the Agreement

This Deed is supplemental to the Agreement and the provisions of the Agreement shall
apply mutatis mutandis to this Deed and shall be deemed to be incorporated herein by
reference. 

4. Notice to the Transferee 

For the purpose of the Agreement, the address, telephone number, facsimile
number, email and contact person of the Transferee are:
Address: [●]
Fax: [●]
Email: [●] 
Copy to: [●]
Email: [●]

IN WITNESS WHEREOF this Deed has been executed on the day and year stated
first above written.

For and on behalf of Yatin Mukesh Mehta

_____________________________
Name : [•]
Designation : [•]

For and on behalf of THREATSYS TECHNOLOGIES PRIVATE LIMITED

_____________________________
Name : [•]
Designation : [•]