SHAREHOLDER AGREEMENT

AMONGST

AFP MANUFACTURING CO. PRIVATE LIMITED

(“THE COMPANY”)

AND

MR. ANIL KUMAR SGGARWAL

AND

MR. RAJ BALA

AND

MR. PUNEET AGGARWAL

AND

M/S AGGARWAL FOODS PRODUCTS

AND

AFP MARKETING CO. PVT. LTD.

(“EXISTING SHAREHOLDERS”)

AND

ABHINAYA VERMA & ORS

(“INVESTORS”)

DATED ____NOVEMBER, 2022

 SHAREHOLDER AGREEMENT

This Shareholder Agreement (“Agreement”) is made on ____, November 2022 (Effective

Date) at New Delhi 110018,

BY AND AMONGST:

(1) AFP MANUFACTURING CO. PRIVATE LIMITED, a company incorporated in laws

of Companies Act 1956 of the India, and having its registered office at A-20 New Krishna
Park Najafgarh Road Vikaspuri New Delhi DL 110018 IN (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

(3) MR. ANIL KUMAR AGGARWAL, S/o_________________ Resident of A-112,2nd

Floor, Vikas Puri, New Delhi- 110018 having PAN________________(hereinafter referred
to as the “Existing Shareholder 1’’). which expression shall, unless it be repugnant to the
meaning or context thereof, be deemed to mean and include his heirs, executors,
administrators and permitted assigns) of the SECOND PART;

AND

(4) MR. RAJ BALA, S/o_________________ Resident of

________________________________ having PAN________________(hereinafter referred
to as the “Existing Shareholder 2’’). which expression shall, unless it be repugnant to the
meaning or context thereof, be deemed to mean and include his heirs, executors,
administrators and permitted assigns) of the THIRD PART;

AND

(5) MR. PUNEET AGGARWAL, S/o_________________ Resident of

________________________________ having PAN________________(hereinafter referred
to as the “Existing Shareholder 3’’). which expression shall, unless it be repugnant to the
meaning or context thereof, be deemed to mean and include his heirs, executors,
administrators and permitted assigns) of the FOURTH PART;

AND
(6) M/S AGGARWAL FOODS PRODUCTS, a Firm registered
under__________________ having office at______________________, registration No.
________________(hereinafter referred to as the “Existing Shareholder 4’’). which
expression shall, unless it be repugnant to the meaning or context thereof, be deemed to mean
and include his heirs, executors, administrators and permitted assigns) of the FIFTH PART;

AND

(7) AFP MARKETING CO. PVT. LTD., a company incorporated in laws of Companies
Act 1956 of the India, and having its registered office at A-20 New Krishna Park Najafgarh
Road Vikaspuri New Delhi DL 110018 IN (hereinafter referred to as the “Existing
Shareholder 5”, which expression shall unless repugnant to the meaning and context thereof
be deemed to mean and include its successors and permitted assigns) of the SIXTH PART;

AND

(8) MR. ABHINAYAVERMA, S/o Mr. Krishna Verma, Resident of a B-27-28, Krishna
Park Devli Road Khanpur Delhi 110062 having PAN: ADZPV9476B (hereinafter referred to
as the “Investors’’). which expression shall, unless it be repugnant to the meaning or context
thereof, be deemed to mean and include his heirs, executors, administrators and permitted
assigns) of the SEVENTH PART;

Existing Shareholder are hereinafter collectively referred to as the “Existing Shareholders”

and individually referred to as the “Existing Shareholder 1, 2, 3, 4 and 5”. The Company,
Existing Shareholders, Abhinaya Verma & Ors, the Investors are hereinafter individually
referred to as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Company is engaged in the Business (as defined below).

(B) As on Execution Date, the paid-up share capital of the Company is Rs. 9,26,03,430/-
(Rupees Nine Crore Twenty-Six Lakh Three Thousand Four Hundred Thirty Only)
divided into 92,60,343 Equity share of Rs. 10/- each. The shareholding pattern of the
Company as on the Execution Date is set out in Part A of Annexure A.

(C) The Parties desire to set forth and record their mutual understanding with respect to,
inter alia, their inter se rights and obligations by virtue of their respective
shareholding in the Company, the management of the Company, exit rights and
certain other matters as set forth herein below.
(D) The shareholding pattern as of the Execution Date is captured in Part A of Annexure
A. The shareholding pattern immediately upon Closing is captured in Part B of
Annexure A.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS,

AGREEMENTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES SET
FORTH IN THIS AGREEMENT, THE SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS
FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Capitalized terms used but not defined herein shall have the meaning ascribed to them
in the Agreement. Unless the context requires otherwise, in this Agreement:

Accounts means the audited financial statements of the Company and for the 12
(twelve) month period ending on, the Accounts Date, comprising the balance sheet,
profit and loss account and cash-flow statement, if any, together with accompanying
notes to such financial statements, and monthly unaudited financials for each calendar
month thereafter, until Closing, in each case prepared in accordance with Indian
GAAP;

Accounts Date means 31 March of every Year;

Act means the (Indian) Companies Act, 2013 and Companies Act, 1956 (to the extent
not
repealed/replaced by the Companies Act, 2013);

Applicable Law means: (i) applicable provisions of all constitutions, treaties, statutes,
enactments, laws (including common law), by-laws, codes, rules, regulations,
ordinances, notifications or guidelines of any Government Authority, (ii) terms and
conditions of Government Approvals, and (iii) orders, decisions, directions, directives,
injunctions, judgments, awards and decrees of any Government Authority, in each case
that are applicable to the Parties or applicable in rem;

Articles means the articles of association of the Company, as amended from time to
time;

As If Converted Basis means a calculation of the voting percentage of each of the

Shareholders of the Company, based on the total number of:

(i) issued Equity Shares; and

(ii) Equity Shares that would be issued assuming that all Equity Securities (other than
employee stock options and warrants) in issue are converted into Equity Shares,
whether or not such Equity Securities are, in fact, convertible on the date of
reckoning, and whether with or without payment of additional consideration,

"Board" or "Board of Directors" means the board of directors of the Company;

"Business" means the business of the Company as provided in its main objects of its
MOA;

Business Day means a day (other than a Saturday or Sunday or public holidays) on
which scheduled commercial banks are open for business in New Delhi, India.

Company shall have the meaning ascribed to it in the Preamble of this Agreement;

Company Designated Bank Account means the bank account of the Company, the
details of
which are provided below:

(i) Account number: ________

(ii) Bank name: _____________; and
(iii) IFSC: _____________

Confidential Information means the existence and contents of this Agreement,

information of a Party which may have come to the knowledge of the other Parties as a
result of negotiation, execution and performance of this Agreement, and information
and materials that are customarily treated as confidential or proprietary, and includes
(regardless of whether such information or materials are expressly identified as
confidential or proprietary, or stored in any medium) business plans, development plans
and strategies, financial data, customer information, contractor and vendor information,
pricing details, bidding methodologies, bid strategies, bid documents and terms of
contracts; employee information, marketing information and reports, marketing plans
and strategies, promotional material, technical data, designs, trade
secrets, know-how and intellectual property;

Control, together with its grammatical variations (including ‘Controlled’ and

‘Controlling’), in relation to any Person, means (i) direct, indirect or beneficial
ownership, either by itself or together with Affiliates, of a majority of the voting rights
attached to the outstanding securities of such Person, (ii) the power, either directly or
indirectly, either by itself or together with Affiliates, to nominate or remove more than
half of the members on the board of directors or similar governing body of such Person,
or (iii) the possession of power, directly or indirectly, either by itself or together with
Affiliates, to cause direction of the management or policies of such Person, whether by
contract or otherwise;
Director(s) means a member(s) of the Board;

Effective Date means the date of execution of this Agreement, as set out in the
Preamble to this Agreement;

Encumbrance means: (i) any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of
any kind securing, or conferring any priority of payment in respect of, any obligation of
any Person, (ii) any voting agreement, interest, option, right of first offer, refusal or
transfer restriction in favour of any Person, (iii) any adverse claim as to title, possession
or use, and (iv) any right granted to create any of the foregoing;

Environmental Law means any Applicable Law (including international treaty

obligations) concerning the environment and natural resource management in each
jurisdiction in which the Company or any of the Company Subsidiary carries on
business;

Equity Securities means the Equity Shares and any securities that are convertible into
or exercisable or exchangeable for Equity Shares;

Equity Shares means the issued and fully paid up ordinary equity shares of the
Company, having a face value of INR 10 (Indian Rupees Ten) each;

Fair Market Value means the fair market value of the Equity Securities of the
Company as determined by an Independent Valuer in accordance with this Agreement;

Share Capital means the issued, subscribed and paid-up share capital of the Company,
calculated on a Fully Diluted Basis;

Governance Law means any law, rule or regulation relating to bribery, corruption,
financial crime, anti-terrorism, terrorism financing, anti-money laundering, export
controls, trade embargoes, travel bans applicable in each jurisdiction in which the
Company or any of the Company Subsidiaries carries on business;

Government Approval means any required consents, approvals, licenses, permits or

authorisations from, or registrations with, any relevant Government Authority;

Government Authority means the government of a country or any state or any other
political subdivision thereof; any entity, authority or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to
government; and, any court, tribunal or arbitrator; and any securities exchange;
 Indian GAAP means the generally accepted accounting principles in India, as
applicable to the Company from time to time;

Memorandum means the memorandum of association of the Company, as amended

from time to time;

Ordinary Course means, with respect to any action taken by the Company, actions
taken in the ordinary course of the normal day-to-day operations of the Company
consistent with the reasonable past practices of the Company;

Person(s) shall mean any individual, sole proprietorship, unincorporated association,

body corporate, corporation, company, partnership, limited liability company, joint
venture, Governmental Authority or trust or any other entity or organization;

Public Official means any person holding or representing a person holding a

legislative, administrative or judicial office, including any person employed by or
acting on behalf of a public agency, a public enterprise or a public international
organisation, any political party or official thereof or any candidate for any political
office, or any representative or person acting on behalf of a national, federal, state or
regional government, any department, agency, or part thereof, or any state owned
enterprise or joint venture with a state owned enterprise;

RBI shall mean the Reserve Bank of India;

Related Party shall have the meaning ascribed to the term in the Act;

Relative shall have the meaning ascribed to the term in the Act;

RoC means the Registrar of Companies, New Delhi;

“Transfer” (including the terms “Transferred by”, “Transferring” and

“Transferability”) means to transfer, sell, assign, pledge, hypothecate, create a security
interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by
operation of Applicable Law or in any other way subject to any Encumbrance or
dispose of, whether or not voluntarily, pursuant to an agreement, arrangement,
instrument or understanding by which legal title to or beneficial ownership of the
Shares or any interest therein passes from a Person to another Person or to the same
Person in a different legal capacity, whether or not for value

1.2. In this Agreement (unless the context requires otherwise):

(i) Any reference herein to Preamble, Recital, Annex, Clause, or Schedule is to

such Preamble, Recital, Annex, Clause of or Schedule to this Agreement, unless
 the context otherwise requires. The Annexes to this Agreement shall be deemed
to form a part of this Agreement;

(ii) The headings are inserted for convenience only and shall not affect the
construction of this Agreement;

(iii) Unless the context requires otherwise, words importing the singular include the
plural and vice versa, and pronouns importing a gender include each of the
masculine, feminine and neuter genders;

(iv) Reference to statutory provisions shall be construed as meaning and including

references also to any amendment or re-enactment (whether before or after the
date of this Agreement) for the time being in force, as well as any subordinate
legislation made from time to time under such statutory provision;

(v) Reference to a document includes an amendment, modification or supplement

to, or replacement or novation of that document. Reference to this Agreement
shall include this Agreement as amended or supplemented in accordance with
its terms;

(vi) Reference to a day, month or year is reference to a day, month or year in

accordance with the Gregorian calendar;

(vii) Any notice, waiver or amendment shall be effective only when made in writing;

(viii) Any reference to writing includes typing, printing, lithography, photography, or

facsimile;

(ix) If there is any conflict or inconsistency between a term in the body of this
Agreement and a term in any of the Annexes/Schedules or any other document
referred to or otherwise incorporated into this Agreement, the term in the body
of this Agreement shall take precedence.

(x) The word ‘including’ means ‘including without limitation’ and the words
‘include’ or ‘includes’ have correlative meanings; and

(xi) Any reference to ‘pro-rata share’ means, with respect to any Shareholder, the
total number of issued and outstanding Equity Securities held by the relevant
Shareholder, expressed as a percentage of the total number of Equity Securities
then issued and outstanding, in each case, calculated on a Fully Diluted Basis.
2. PURPOSE AND OBJECTIVES

2.1 Purpose of the Company and Scope of the Agreement.

2.1.1 The purpose of the Company has been and shall remain to undertake and engage
in the Business or any other activity as may be determined by the Board of
Directors from time to time and such other activities as may be desirable and
proper in furtherance thereof, subject to applicable Law.

2.1.2 The scope of this Agreement is to set forth the terms and conditions to govern the
relationship between the Existing Shareholders and the Investors in their mutual
capacity as Shareholders of the Company, and the operations and activities to be
carried out by the Company, for the mutual benefit of the Company, the Existing
Shareholders and the Investors hereto in their capacity as Shareholders.
2.2 Commitment of the Parties.

2.2.1 The Existing Shareholders and the Investors agree to cooperate with the Company
and to use their best efforts to promote the success of the Company. Each
Shareholder shall contribute to any issue of Shares as per Section 3 below, made
by the Company in accordance with the provisions of this Agreement.

2.2.2 Each Party hereby agrees and undertakes towards the other Parties and to the
benefit of the Company:
(i) To perform and observe all of the provisions of this Agreement, the
Memorandum of Association, the Articles of Association and all other
agreements between the Parties governing their relationship as Shareholders of
the Company;

(ii) To procure that (a) every person for the time being representing it in its capacity
as Shareholder, and (b) every person appointed as a Director in terms of this
Agreement will exercise any power to vote or cause the power to vote to be
exercised, at any meeting of the Shareholders or the Board of the Company, as
the case may be, so as to enable the approval of any and every resolution
necessary or desirable to procure that the affairs of the Company are conducted
in accordance with and otherwise to give full effect to this Agreement, and
likewise so as to ensure that no resolution is passed which is not in accordance
with such provisions; and

(iii) To comply with the provisions of Section 2.2.1 and paragraphs (i) and (ii) of this
Section 2.2.2.
3. BOARD OF DIRECTORS

3.1 Composition and Constitution

Subject to Applicable Law, the Board shall comprise of 5 (Five) Directors. The
composition of the Board shall be as follows:

(a) The Abhinaya Verma & Ors, The Investors shall be entitled to nominate
minimum 2 (Two) Directors on the Board (“Investor Directors”). Unless
otherwise agreed with the Investor Majority in writing, provided however
that upon any Person ceasing to be an Eligible Person, the Parties shall
forthwith remove such Director and the Investors shall be entitled to
substitute an Eligible Person in his or her place;

(b) An Investors may at any time withdraw the nomination of the Investor
Director appointed by it and, if desired, nominate another in their place for
the appointment, subject to compliance with Applicable Law. The Investor
Directors shall not be removed from office except with the affirmative vote
of the nominating Investors or its authorized representative.

(c) The rights of the Investors under this Clause 3, including the right to
appoint the Investor Directors shall mutatis mutandis apply to any other
Subsidiaries of the Company, if any.

3.2 Fees and Expenses

The Company shall reimburse all reasonable expenses incurred by the Investor
Directors or by any representative, advisor or employee of the Investors and /or
their Affiliates or managers for any such reasonable expenses incurred for any
Company related work, including for all travel within or outside India for
Company related work including the boarding and lodging expenses in connection
with such work or attending meetings of the Board or any committees thereof and
the performance of their duties.

4. SHAREHOLDERS’ MEETINGS

4.1 Quorum

Subject to the provisions of the Act, the Investor Attendees and any 1 (one)
Investor shall constitute quorum for the purposes of Shareholders’ meetings

If such Quorum is not present within 1 (one) hour from the time appointed for the
meeting, the meeting shall stand adjourned to a date which is 1 (one) week later
from the date of the original meeting at the same place and time in accordance
 with Applicable Law (the “Adjourned Shareholder Meeting”), it being
understood that the agenda for such Adjourned Shareholder Meeting shall be the
same as the agenda for the original meeting and no new items are taken up. If at
the Adjourned Shareholder Meeting also a valid quorum as set out above, is not
present, the Shareholders present for such Adjourned Shareholder Meeting shall,
subject to a quorum of at least 1 (one) Investor Attendee and 1 (one) Investor, pass
a resolution on all matters except in respect of a Reserved Matter.

4.2 An annual general meeting shall be held as per the requirements of Applicable
Law, the Articles and this Agreement. Subject to the foregoing, the Board or the
Shareholders may convene an extraordinary general meeting whenever they deem
appropriate in accordance with Applicable Law.

4.3 Notice

A minimum 10 (ten) days’ prior written notice shall be given to all the
Shareholders of any Shareholders’ meeting (unless each of the Investors have
given their written approval for a meeting called at shorter notice), accompanied
by the agenda for such meeting. The quorum for the Shareholders’ meetings shall
be in accordance with the terms of Clause 3.1 above. The notice to the
Shareholders shall specify the place, date and time of the Shareholders’ meeting.
Every notice convening a Shareholders’ meeting shall set forth in full and
sufficient detail, the business to be transacted, and no business shall be transacted
at such meeting unless the same has been stated in the notice convening the
meeting.

4.4 Voting

Subject to Clauses 4.1 and 8.3, all questions arising at a Shareholders’ meeting
shall, unless otherwise required by Applicable Law, be decided by ordinary
resolution of the Shareholders present at the meeting. A Shareholder may be
present at and may vote at any Shareholders’ meeting in person, by proxy or
attorney or by a duly authorized representative, and any such proxy, attorney or
representative shall be counted for the purposes of constituting a quorum. Voting
on all matters to be considered at a Shareholders’ meeting shall be by way of a
poll unless otherwise agreed upon in writing by the Investors.

4.5 Expenses

The Company shall reimburse any 1 (one) of the representatives of each

Shareholder in respect of all reasonable expenses incurred by such representative
for travel within or outside India and boarding and lodging expenses in connection
with attending Shareholders’ meetings. Provided that any expenses to be
 reimbursed by the Company, with respect to any more than 1 (one) representative
of each Shareholder, shall have been approved in writing by the Company prior to
such expenses having been incurred.

5. SUBSCRIPTION TO AND SALE AND PURCHASE OF EQUITY SECURITIES

5.1 The present Authorized Share Capital of the Company is Rs. 1,00,00,000.00/-
(Rupees One Crore only) divided into 10,00,000 Equity Shares of Rs. 10.00/- each
& the issued, subscribed and paid up Share Capital of the Company is also Rs.
9,26,03,430.00/- (Rupees Nine Crore Twenty-Six Lakh Three Thousand Four
Hundred Thirty Only) divided into 92,60,343 Equity share of Rs 10.00/- each. The
entire issued, subscribed and paid up capital of the Company is legally and
beneficially owned and held by the shareholders as per details mentioned in clause
5.3.

5.2 The Company is going to increase its Paid up capital at a Percentage of _______%
of its existing Paid up share capital by issue of equity shares 27,66,076 by way of
Private Placement to Mr. Abhinaya Verma & Ors.

5.3 Subject to the terms and conditions of this Agreement, the Investor agrees to
subscribe to 27,66,076 Equity shares at Rs. 181 per share of the Company
aggregating to Rs.50,06,59,756/- (Rupees Fifty Crores Six Lakh Ffty-Nine
Thousand Seven Hundred Fifty-Six Only). Details of Equity Shareholder post
investment of the capital as follows: -

S. Name of Subscriber No. of Equity Face Value % of

No Shares Holding
.

1. Abhinaya Verma 27,66,076 181 23.00

2. Anil Kumar Aggarwal 2598840 10 21.61

3. Raj Bala 1321920 10 10.99

4. Puneet Aggarwal 260303 10 2.16

5. M/s Aggarwal Foods 888400 10 7.39

6. AFP Marketing Co. Pvt. 4190880 10

Ltd 34.85

Total 12026419.48 100

6. USE OF PROCEEDS

Except to the extent expressly agreed between the Company and the Mr. Abhinaya
Verma & Ors Investors, the Company shall use the Consideration for marketing,
promotional, Expansion of General Business and induction of working Capital in the
Company.

7. VOTING ARRANGEMENTS

7.1 Except to the extent set forth under this Clause, the Shareholders shall exercise
their voting rights in direct proportion to their respective shareholding in the
Company

7.2 The Shareholders shall be entitled to vote on all the matters requiring approval of
the Shareholders. The Company and the Shareholders shall ensure that they, or the
representatives or proxies representing them at meetings of the Shareholders, shall
at all times exercise their votes in such manner so as to comply with, and to fully
and effectually implement the spirit, intent and specific provisions of this
Agreement read with the Companies Act, 2013 and rules made thereunder. To the
extent that the voting rights attached to a Shareholder results in such Shareholder
having voting rights. The other Shareholders agree that they shall vote along with
the Shareholder, and/or provide proxy(ies).

8. RESERVED MATTERS

8.1 Notwithstanding anything contained elsewhere in the terms of this Agreement,

and in addition to the requirements of Clause 7, the Investors shall procure that the
Company shall not, and the Company agrees that it shall not pass any resolutions,
whether by circular resolution or at any Board meetings or Shareholders’ meeting
of the Company, or otherwise, or take any decisions or actions in respect of the
items specified at (Reserved Matters), without obtaining Investors Majority
Consent. It is clarified that any consent given in accordance with the Clause 8.1
shall only be applicable with respect to: the particular instance, and the specific
proposal/facts in respect of which such consent is sought, and shall not under any
circumstances, be deemed to be a consent for any other issue or matter.

8.2 The Company agrees that the Investors will be involved in day-to-day
management or operations of the Company and /or the Subsidiaries. However, in
order to protect the Investors’ economic interests, the Parties have mutually
agreed to provide specific Reserved Matters to the Investors, to enable them to
have an affirmative vote, exercisable through Investor Majority Consent, on such
matters, which would have an impact on their investment in the Company.
 8.3 In view of the above, notwithstanding anything to the contrary contained in this
Agreement, no resolution shall be passed or decision be taken by the Company (or
by any Persons in the management of the Company) in any manner, including by:

(a) the Board, at a meeting of the Board/committees of the Board, or by

circulation, as the case may be; or
(b) the Shareholders, at any meeting of the Shareholders, or
(c) otherwise in any other manner;
in respect of any of the Reserved Matters (listed under Annexure B) unless
specific Investor Majority Consent has been obtained prior to the relevant Board
meeting or Shareholders’ meeting, as applicable;

9. DIVIDEND

9.1 If the Company has sufficient profit after using funds to strengthen the business
position of the Company and the Board decided to distribute the dividends, the
investor and Shareholders may be entitled to dividends on the basis of their
respective shareholding in the Company on a Fully Diluted Basis. Provided that,
for the avoidance of doubt, the holders of Employee Stock Options shall not be
entitled to participate in dividends.

10. ADDITIONAL FINANCING

When the Board, at any time if required, decide to raise additional funds (Optional
Financing Round), they may do so with the prior approval of the Investor obtained
through written note or by way of passing of a resolution to this effect.

In the event, the Board decides to raise funds through the Optional Financing Round,
the Investor shall have the right (but not the obligation), to participate, on a prorate
basis, in a further round of financing to be undertaken by the Company, through
issuance of Equity Securities.

The pre-money valuation for the Equity Securities to be issued in the Optional
Financing Round (Agreed Optional Financing Valuation) shall be determined at the
time of Financing Round.

11. TRANSFER OF SECURITIES

11.1 Restriction on Transfer of Shares

11.1.1 No Shareholder shall, except as otherwise provided in this Agreement, transfer all
or any of its Shares held in the Company, directly or indirectly, to any Person.
11.1.2 Any transfer of Equity Securities in violation of the provisions of this Agreement
shall be void and the Company shall not, and the Board shall ensure that the
Company shall not, register any such transfer, or recognize the purported
transferee as a shareholder of the Company, or accord any shareholder rights to
such purported transferee, in violation of the provisions of this Agreement.

11.1.3 The Parties agree to use their best efforts, and co-operate in good faith, to execute
and do (or cause to be executed and done by any other necessary party) all such
deeds, documents, acts and things which are necessary to give effect to the
provisions of this Agreement, including through voting with respect to its Equity
Securities; and causing its Board nominees to adopt all resolutions necessary to
give effect to the provisions of this Agreement.

11.2 Lock-In Period

The Investor hereby unconditionally and irrevocably undertake that on and from
the Effective Date till the period of 3 years thereafter, they shall not, without the
prior consent of the Board, transfer to any person, all or any part of the shares held
by them.

11.3 Right of First Refusal

11.3.1 Subject to Clause 11.2, transfer of any share (“Sale Shares”) by the Investor to any
person other than the Existing Shareholders shall be subject to the right of first
refusal of the Existing Shareholders.

11.3.2 The Investor shall inform the Existing Shareholders in writing of his intention to
sell the Sale Shares (“Transfer Notice”). The Transfer Notice shall indicate the
number of Shares proposed to be sold by the Investor, the terms and conditions of
the Transfer, including the value of the Shares arrived at in terms of this Clause 11
(“Offer Price”) and the name and other necessary particulars of the proposed
Transferee.

11.3.3 Within thirty (30) days from the receipt of such Transfer Notice, the Existing
Shareholders shall, in writing, either:
(i) communicate its/their refusal to purchase the Sale Shares and permit
the Investor to sell the Sale Shares to the proposed Transferee.
However, the Investor shall, in such an eventuality, offer the Sale
Shares to the Existing Shareholder(s) first and only on refusal of the
Existing Shareholder(s) to do so he may offer the Sale Shares to a third
party at the same offer price.
 (ii) communicate to the Investor their willingness to purchase the Sale
Shares either by themselves or by their Affiliates on the terms and
conditions contained in the Transfer Notice.

11.3.4 Such Transfer of the Sale Shares in either case shall be completed within ninety
(90) days thereafter or such other date as may be mutually agreed between the
relevant parties.

11.3.5 In the event of the Existing Shareholder refusing to purchase the Sale Shares but
the proposed sale not being completed within 90 days as provided in Clause
11.3.4 for any reason whatsoever, the procedure prescribed in this Clause 11.3
shall be followed again for any sale of the Sale Shares, even if it be to the same
proposed Transferee and on the same terms and conditions as earlier proposed.

11.4 Valuation

For the purposes of the sale of Shares by the Parties pursuant to Clause 11.3 above
the share price will be based on the book value as per last audited financials of the
Company. The value arrived on the above basis shall be acceptable to all the
Shareholders.

11.5 Option to Purchase the shares of the Investor

The Investors hereby agree that in case their employment/association with the
Company or its Affiliates ceases at any point in time due to any reason
whatsoever, the Existing Shareholders or any of their Affiliates shall purchase all
the Shares held by the said Investors on the date of the cessation of their relation
with the Company or any of its Affiliates at a price based on the book value as per
last audited financials of the Company.

11.6 Drag Along Rights & Tag Along Rights

11.6.1 Notwithstanding anything to the contrary contained herein, in the event that the
Existing Shareholders decide to Transfer all or a portion of the Shares held by
Existing Shareholders (“Sale Shares”) to any party other than an Affiliate of the
Existing Shareholders, then the Existing Shareholders may send a drag along
notice (the “Drag Along Notice”) to the Investor requiring them to sell the same
portion of the Shares held by them (the “Drag Along Shares”) to such proposed
transferee on the same terms and for the same consideration per Share as offered
by such proposed transferee to the Existing Shareholders in respect of the Shares
held by the Existing Shareholders. On the receipt of the Drag Along Notice,
simultaneously with the receipt of the consideration, the Existing Shareholders
and the Investor, shall immediately give effect to the Transfer in accordance with
the Drag Along Notice. The Parties hereby covenant to take all steps necessary to
 give effect to the provisions of this Section including the passing of all necessary
resolutions and obtaining all necessary approvals.

11.6.2 In the event that Existing Shareholders decide to Transfer the Sale Shares held by
them to any party other than to an Affiliate of Existing Shareholders and the
Existing Shareholders have not provided a Drag Along Notice in accordance with
Section 11.5.1 hereof, the Existing Shareholders may send a notice in writing (the
“Sale Notice”) to the Investors, stating among other things, the number of the Sale
Shares that the Existing Shareholders desire to sell, the price and the terms and
conditions at which the Existing Shareholders propose to sell the Sale Shares, and
the details of the willing third party buyer(s). Upon receipt of the Sale Notice, the
Investors may send a tag along notice (the “Tag Along Notice”) to the Existing
Shareholders requiring the Existing Shareholders to ensure that the proposed third
party purchaser of the Sale Shares also purchases all (but not less than all) of the
Shares held by the Investors and its Affiliates (the “Tag Along Shares”) in the
Company at the same price and on the same terms as the Sale Shares. In the event
that the Investors deliver a Tag Along Notice to the Existing Shareholders, the
Existing Shareholders shall, subject to this Clause 11.6.2, ensure that along with
the Sale Shares, the proposed third party purchaser also acquires the Tag Along
Shares for the same consideration and upon the same terms and conditions as
applicable to the Sale Shares.

11.6.3 In the event that the proposed third party purchaser is unwilling or unable to
acquire all of the Sale Shares and the Tag Along Shares, upon such terms then the
Existing Shareholders may elect either to cancel such proposed transfer or to
allocate the maximum number of Shares of the Company which such proposed
third party purchaser is willing to purchase among the Sale Shares and the Tag
Along Shares pro-rata in the ratio of equity shareholding of the Shareholders in
the Company and to complete such transfer in accordance with the revised terms.

11.7 Deed of Adherence

The Parties shall procure that, before any Third Party is registered as a holder of
any Shares by virtue of Clauses 11.3 and 11.6 hereinabove, such Third Party shall
sign a Deed of Adherence, agreeing to be bound by all the terms of this
Agreement which apply to such Person. Upon execution of the Deed of
Adherence, and provided that the other requirements of this Agreement have been
complied with in relation to the Transfer of Shares to such Third Party, such Third
Party shall enjoy all of the rights and benefits and shall be bound by all the
obligations under this Agreement in the place of or in addition to the Shareholder
that transferred such Shares. For the avoidance of doubt it is clarified that the sum
total of all rights between the transferor Shareholder and the transferee
Shareholder shall remain the same and shall not stand enhanced in any manner
whatsoever.
12. INVESTORS’ RIGHT OF FIRST OFFER ON TRANSFERS OF PERMITTED
SHARES:

12.1 Subject to the terms of this Agreement, if the Existing Shareholders intend to sell
any or all of their Permitted Shares, then such Promoter shall give a written notice
(“Existing Shareholders ROFO Notice”) to the Investors with a copy to the
Company. The Existing Shareholders ROFO Notice shall state the number and
class of Shares the Existing Shareholders then owns (on a Fully Diluted Basis);

12.2 Within a period of 15 (fifteen) Business Days of receipt of such Existing

Shareholders ROFO Notice from the Existing Shareholders, the Investors shall
have the right to make an offer to purchase all of the Existing Shareholders
ROFO Shares, by a written notice to the Existing Shareholders (“Investor
ROFO Offer Notice”) at a price to be specified by the Investors (“Investor Right
of First Offer”). The Investor ROFO Offer Notice shall specify the price per
Share at which the Investors are offering to purchase the Existing Shareholders
ROFO Shares (“Investor ROFO Price”). If the Investors issue Investor ROFO
Offer Notice, such Investors shall, subject to acceptance of the Existing
Shareholders, be entitled to purchase the Existing Shareholders ROFO Shares
either by themselves or through any of their Affiliates.

13. EXIT RIGHTS

13.1 The Company shall use their best efforts, and shall take, and cause to be taken, in
good faith, all steps and actions as may be necessary, appropriate, or desirable to
provide the Investor with an exit, in the manner set out in this Clause, in respect of
all the Shares then held by the Investors and /or their respective Affiliates via an
IPO, merger, acquisition or any such transactions within a period of 3 (Three)
years from the Accusation Date, as the case may be (“Exit Period) at a price and
terms and conditions acceptable to the Investor Majority, which price shall be at
least the Fair Market Value (“Exit Price).

13.2 Without prejudice to Clause ___, if (i) an Event of Default occurs any time after
the Closing Date and (a) is (in the opinion of the Investors) not capable of being
remedied, or (b) is not remedied by the Company to the reasonable satisfaction of
the Investors within 30 (Thirty) calendar days of the date of a notice issued by the
Investors to the Company requiring them to remedy that breach or failure, or (ii) if
the Company cannot or fails to provide to the Investors an Exit as per the
provisions of Clause 13.1 above within the Exit Period ((i) and (ii) collectively
referred as (“Exit Events”), then the Investors shall have following exit rights
provided in this Clause 11, in addition to any other rights available under other
provisions of this Agreement and Applicable Law, which may be exercised by the
Investors in such sequence/order as Investors may in their sole discretion decide.
 13.3 The Company shall obtain adequate insurance coverage after consultation with the
Investors as well as their respective directors, partners, employees and officers
from and against any losses in connection with any misrepresentation, untrue
statements or omission to state material facts, or any non-compliance with the
Applicable Laws.

14. BUY-BACK

14.1 In the event the Investor is not provided with an Exit prior to the Sixth anniversary
of allotment date, or upon termination of this Agreement, the Company subject to
Applicable Law, shall have buy back option over the Investor Securities (but not
the obligation), entitling the Company, at the sole discretion of the Board, to
purchase all or any portion of the Investor Securities at the Fair Market Value
prevalent at the time of exercise of Buy Back Option.
14.2 Subject to Applicable Law, the price for each Equity Security held by the Investor
which is bought back by the Company pursuant to this Clause 9 (Buy-Back Price),
shall be the Fair Market Value prevalent at that time as per situation for such
Equity Security, provided that the Buy-Back Price in the event the Investor
exercises its buy-back option under this Clause 14 pursuant to an Event of Default
shall be the higher of: (a) the Fair Market Value of such Equity Security; or (b) the
Fair Market Value of such Equity Security immediately prior to the occurrence of
the Event of Default.

14.3 The Buy-Back Price will be proportionally adjusted (as required) for any of the
following events: (a) any distribution of securities by way of return of capital; (b)
dividend paid; (c) any bonus issue by the Company; and (d) any stock split,
consolidation or other similar action in respect of the Share Capital of the
Company.

15. PROFIT SHARING

Subject to Clause 15, the Investors shall be entitled to participate in the share of profits
realised by the Company.

Profit Sharing by Investor

The Distribution Proceeds received by the Investor shall be distributed depending on

the applicable scenario. Investor will be entitled to participate along with the Existing
Shareholders in the share of profits of the Company in proportionate to their respective
shareholding in the Company.

16. EVENT OF DEFAULT

16.1 An Event of Default means the occurrence of any of the following events:
 (i) breach of Anti-Bribery Laws and Anti-Money Laundering Laws by the
Company
(ii) breach of the Investors trusts and Impact Terms by the Company, which is
not cured within 150 days of the Investor issuing a written notice of such
breach to the Company and/or the Company Subsidiary;
(iii) (fraud, wilful misconduct by the Company or any member of the Company
(in relation to performance of their obligations under this Agreement);
(iv) Moral Turpitude of the Company. For the purposes of this Clause, Moral
Turpitude means if the Company is the subject of materially adverse
publicity as a direct result of the Company engaging in any systemic illegal
activity, which is detrimental to the intended purpose of the Agreement or
to the reputation of the Investors.
(v) Material breach of obligations of the Company, with respect to their
obligations under this Agreement, which is not cured within 60 (sixty) days
of the Investors issuing a written notice of such breach;
(vi) Admission of proceedings for insolvency, liquidation, winding up or
dissolution of the Company by a court of competent jurisdiction, which are
not set aside or withdrawn within a period of 90 (ninety) days thereof;
(vii) Admission of proceedings for insolvency, liquidation, winding up or
dissolution of one or more of the Company Subsidiaries by a court of
competent jurisdiction, which are not set aside or withdrawn within a period
of 90 (ninety) days thereof, which results in an erosion of 50% or more of
the net worth of the Company in accordance with the last available audited
balance sheet of the Company;
(viii) occurrence of an event of default under this Agreement.

16.2 Consequences of an Event of Default

Upon the occurrence of an Event of Default specified in sub-clauses (i), (ii), (iii),
(iv) or (v) of Clause 16.1 hereinabove,

(I) the following consequences shall automatically occur (without requiring any
further action on the part of any Party):

(A) fall-away of all transfer restrictions with respect to the Equity Securities
held by the Investor;

(B) acceleration of the Investor Initiated Exit Rights under Clause 13; and

(C) acceleration of the buy-back option of the Investor under Clause 14;

(II) in addition to the consequences specified in sub-clause (I) above, the Investor
shall have a right to exercise any of the following rights with respect to each
 Person to whom such Event of Default is attributable to (Defaulting Person) in
the manner set forth below:

(A) fall-away of all or any of the rights, benefits and entitlements of such
Defaulting Person under this Agreement;

(B) terminate the Agreement with respect to the rights available to such
Defaulting Person under this Agreement.

17. CONFIDENTIALITY AND ANNOUNCEMENTS

17.1 Subject to any provision to the contrary herein, the Parties undertake that they
shall, and shall cause their respective Affiliates and representatives to: (i) keep
confidential and not disclose to any third party any Confidential Information; and
(ii) not use Confidential Information of another Party, except for the purpose of
evaluating and completing the transactions contemplated under this Agreement.

17.2 The obligations under sub-clause 17.1 above shall not apply to:

(i) disclosure of information by a Party to its employees, agents, shareholders,

consultants and advisors, on a need to know basis, provided that such
disclosure is for the purpose of evaluating and completing the transactions
contemplated under this Agreement and the disclosing Party shall procure
that such persons treat such Confidential Information as confidential;

(ii) disclosure of information to: (a) Affiliates, and (b) members of the
investment and advisory committees, and the existing or potential investors
of the Investor or its Affiliates, provided that the Investor shall procure that
such persons treat such Confidential Information as confidential;

(iii) disclosure of information that is in, or comes into, the public domain or
becomes generally available to the public, in each case, other than as a
result of a breach of this Agreement;

(iv) information that a Party acquires lawfully and independently from another
legitimate source which is not obligated to keep such information
confidential, or which such Party develops independently, without reliance
on any Confidential Information; and

(v) disclosure to the extent required under Applicable Law or pursuant to a

subpoena, document request, order or legal process or direction by any
judicial authority; provided that the disclosing Party shall (a) notify the
other Party of any such requirement if permitted under Applicable Law as
soon as practicable, and (b) cooperate, at the expense of the disclosing
 Party, if any other Party wishes to obtain a protective order or similar
treatment.

17.3 Except as required by Applicable Law, the Parties (or their respective Affiliates or
representatives) shall not, without the prior written consent from each other, make
any public announcement or issue any press release with respect to the
transactions contemplated under this Agreement.

17.4 Prior to making any public disclosure required by Applicable Law, the disclosing
party shall:

(i) notify the other Party of any such requirement under Applicable Law
which requires such disclosure; and

(ii) consult with the other Parties, to the extent feasible, as to the content and
timing of such public announcement or press release, and such form and
content may be utilized by the Parties for subsequent disclosures;
provided that nothing in this Clause shall preclude the Parties (or their
respective Affiliates) from making any public filings with or submissions
or disclosures to, Government Authorities and such public filings,
submissions and disclosures can be made without the consent of the other
Parties.

17.5 In the event this Agreement is terminated, each Party shall, promptly, to the extent
reasonably practicable, destroy any Confidential Information of any other Party in
its possession or control, or deliver the Confidential Information to such Party.

17.6 Notwithstanding the foregoing, each Party shall have the right to retain a copy of
the Confidential Information if they are required to under (i) Applicable Law; or
(ii) bona fide retention policies of such Party, provided that such Party shall
continue to be bound by the confidentiality obligations under this Agreement for
so long as it retains such Confidential Information.

18. COSTS, EXPENSES AND BREAK FEE

The Company shall bear all costs, expenses and liabilities in connection with its
operations, including fees, costs and expenses related to the purchase, holding and sale
of, fees, costs and expenses incurred in connection with proposed but unconsummated
investments, insurance premiums, taxes, fees and expenses of accountants,
administrators, counsel and consultants, costs and expenses for conduct of annual
meeting of the Company, litigation expenses, and other extraordinary expenses.

The Company shall reimburse the investors for all out-of-pocket costs and transaction
expenses (including but not limited to reasonable legal, diligence, advisory, fees
 payable to advisors, auditors, administrative and incorporation expenses) incurred by
the Investors, with the transactions contemplated under this Agreement (including the
investigation, negotiations and consummation of the term sheet executed in this regard
and this Agreement).

19. NOTICES

Any notice or other communication that may be given by one Party to the other shall
always be in writing and shall be served either by: (i) courier or hand delivery duly
acknowledged; or facsimile or electronic mail at the respective addresses set forth
herein below, or at such other address as may be subsequently notified by one Party to
the other in writing as set forth herein.

Investor:
Attention: ABHINAYAVERMA
Resident of a B-27-28, Krishna Park Devli Road Khanpur Delhi 110062
Tel: _________________
Email: __________________

Company:
Attention: ANIL KUMAR AGGARWAL
Address: A-20 New Krishna Park Najafgarh Road Vikaspuri New Delhi 110018
Tel: ________________
Email: _______________

20. SPECIFIC COVENANTS

The Company hereby undertake and covenant to the Investors as follows:

20.1 Visitation and Inspection Rights:- The Company shall with prior intimation of at
least 2 (Two) days, allow the Investors and their representatives the right during
normal business hours to inspect all offices, books, records (including accounting
records), facilities and retail outlets of the Company, to make extracts and copies
from any information or documents at its own expense and to have full access to
all of the property and Assets of the Company, provided that the Investors shall
have an immediate right to access, if there is a reason to believe the occurrence of
fraud/embezzlement/misappropriation or any other similar event, or if any audit
reveals such events and necessitates further audits.

20.2 Books and Records: The Company shall keep proper, complete and accurate
books of account in rupees in accordance with Indian GAAP.

20.3 Information and Reports: The Company shall provide to the Investors the
following information and reports in relation to the Company.
 (i) minutes of meetings of the Board and/or Shareholders, within 7 (seven) days
of such meeting;
(ii) quarterly unaudited financial statements (income statement, balance sheet,
cash flow statement and any other information required by the Investors),
within 30 (thirty) days of the end of the relevant quarter;
(iii) Annual audited financial statements, within 90 (ninety days) of the
conclusion of a Financial Year (unless extended with the consent of the
Investor Majority), which shall have been audited by an independent
chartered accountant of nationally recognized standing, satisfactory to the
Investors;
(iv) monthly operating reports in a form acceptable to the Investors, within 15
(fifteen) days of the month-end; management information system reports,
setting out a monthly assessment of the Business, in the form to be agreed by
the Investors post the Closing Date, within 10 (ten) days of the month-end;
(v) an annual budget, within 45 (forty-five) days of the end of each Financial
Year for the following Financial Year;
(vi) quarterly information on the ownership details relating to changes in their
ownership in the Company and the Subsidiaries;
(vii) annual business plan (including quarterly budget containing an income
statement, a statement of cash flow, a balance sheet and break-down of
working capital) in a form acceptable to and agreed with the Investors, no
later than 15 (fifteen) days from the end of each Financial Year for the
following Financial Year and the Investors and Promoters shall jointly
approve the said business plan (“Annual Business Plan”). The Annual
Business Plan for the Financial Year ending 31st March 2022 shall form basis
for the preparation of Annual Business Plan for the subsequent Financial
Years;
(viii) any material information (including in relation to the Affiliates of the
Company and the Subsidiaries), including resignation of any of the Directors
and Key Management Persons, within a maximum period of 7 (seven) days
thereof;
(ix) such other information requested by the Investors or the Investor Directors
from time to time.

20.4 Intellectual Property Protection: The Company, the Existing Shareholders and
the Investors shall take all steps promptly to protect its Intellectual Property rights,
including without limitation registering and protecting all its trademarks, brand
names and copyrights. The Company shall cause the employees, officers and the
Directors to enter into such agreements or undertakings from time to time for
protecting its Intellectual Property rights, as may be reasonably requested by the
Investors, within such time period as may be requested by the Investor.
 20.5 Related Party Transactions: - The Company hereby agree and undertake that all
Related Party Transactions, including but not limited to remuneration, salaries,
purchase of goods and other payments to the Promoters, investments / loans to
Related Parties, formation of Subsidiaries / Affiliates, any transactions with any
companies affiliated with Related Parties, etc. shall be entered into on an arm’s
length basis and subject to the other provisions of this Agreement. A set of Board
policy and procedures will be jointly set by the Company, the Investors to ensure
that best corporate governance practices are followed for Related Party
Transactions.

21. Limitation of Liability

21.1 Notwithstanding any other provision in this Agreement to the contrary, The
Investors shall not be labile for any Statutory dues, taxes, fees, fines, pending
litigation including the liability of the indemnifying Parties for any breach of the
warranties, covenants or agreements or any other Liabilities arising before the date
of execution of this agreement.

21.2 liability for indemnification to be borne by any of the Investors shall be limited to
consideration received by such Investor for sale of their Shares;

22. INDEMNIFICATION

22.1 The Company (Indemnifying Party”) hereof will indemnify Investor their
Affiliates (“Indemnified Parties”) and hold them harmless from and against all
loss, of any such person arising out of or relating to any claim or any litigation or
other proceedings, taxation liabilities, potential environmental liabilities and any
other presently undisclosed actual or potential liabilities which later come to the
attention of the Investor but which relate to the period before closing or arise in
connection with or on account of breach of any representations, warranties,
covenants, or undertakings of the Indemnifying Party under this Agreement.

22.2 Without prejudice to the right of the Investor to claim on any other basis or take
advantage of any other remedies available to it under this Agreement. The
Company shall pay to the Investor on demand the amount necessary to put the
Company into the position it would have been in if the warranty had not been
breached or had been untrue or misleading.

22.3 The Company hereby further agree and confirm that a right to claim damages or
compensation shall arise in favour of the Investor in consequence of an event or
matter, which results or may result in any of the warranties being untrue or
inaccurate.
23. TERM AND TERMINATION

This Agreement shall continue in full force and effect unless terminated. The Company
or the Investor, as the case maybe, shall have the right to terminate the Agreement with
immediate effect, by issuing a written notice to this effect, at any time:

(a) upon the occurrence of a Material Adverse Effect;

(b) if the Company or the Investor, is in material breach of any of the clause of this
Agreement, as applicable, or any of their respective obligations, undertakings or
covenants under this Agreement.

24. MISCELLANEOUS

24.1 Assignment
Save and except as expressly provided hereunder, no Party shall be entitled to
assign (whether directly or indirectly) or otherwise transfer any of its rights or
obligations under this Agreement, without the prior consent of the other Parties in
writing.

24.2 Severability

Each of the provisions of this Agreement shall be severable and, if any provision
of this Agreement (or part of a provision) is found to be invalid, unenforceable or
illegal, the other provisions shall remain in force. If any invalid, unenforceable or
illegal provision would be valid, enforceable or legal if some part of it were
deleted or modified, the provision shall apply with such deletion or modification
as is necessary to give effect to the commercial intention of the Parties.

24.3 Amendments and Waivers

No modification, amendment or waiver of any of the provisions of this Agreement

shall be effective unless made in writing specifically with reference to this
Agreement and duly signed by a duly authorised representative of each of the
Parties. A waiver by any Party shall not be deemed to constitute a subsequent or
future waiver of the same or other provision of this Agreement.

24.4 Relationship Among Parties

Nothing in this Agreement shall be deemed to constitute a partnership or joint

venture among the Parties or constitute any Party to be the agent of the other Party
for any purpose.
24.5 Counterparts

This Agreement may be executed in any number of counterparts, all of which,

taken together, shall constitute one and the same instrument, and any Party
(including any duly authorised representative of a Party) may enter into this
Agreement by executing a counterpart. Facsimile, portable document format
(PDF) and other electronic or digital signatures to this Agreement shall have the
same effect as original signatures.

24.6 Language

The language of this Agreement and the transactions envisaged by it is English

and all notices or other communications to be given in connection with this
Agreement shall be in English.

24.7 Specific Relief

Notwithstanding any provision to the contrary contained in this Agreement and

without prejudice to any other rights and remedies that the Parties may have for
any breach or threatened breach of the provisions of this Agreement, the Parties
agree that damages may not be an adequate remedy for such breach and
accordingly, each Party shall be entitled to seek an injunction, restraining order,
right for recovery, specific performance or such other equitable relief to restrain
the other Party(ies) from committing any violation or to enforce the performance
of the covenants, warranties or obligations contained in this Agreement.

24.8 Entire Agreement

(a) This Agreement contains the whole agreement between the Parties relating to
the transactions contemplated by this Agreement and supersedes all previous
agreements, understanding, communications, representations, warranties,
statements etc. not forming part of this Agreement, whether oral or in writing,
between the Parties;

(b) Each of the Management Undertakings shall be considered an integral part of

this Agreement.

24.9 Further Assurances

The Parties shall, in good faith, execute and do (or cause to be executed and done
by any other necessary party within their control) all such deeds, documents, acts
and things as may from time to time be required, or as otherwise may be
necessary, to consummate the transactions contemplated hereby and give full
force and effect to this Agreement. The Parties shall take all steps necessary to
 give full effect to this Agreement, including by execution of documents and
undertakings, exercising their voting rights and causing its directors to exercise
their voting rights, obtaining all Government Approvals and otherwise extending
all such co-operation as may be required in this regard.

24.10 Governing Law and Jurisdiction

This Agreement and the rights and obligations of the Parties hereto shall be
governed by and construed in accordance with the laws of India and the courts at
New Delhi, India shall have exclusive jurisdiction.

25. Arbitration

If any dispute arises in respect of the validity, interpretation, implementation, breach,

non-compliance, default or violation of any provision of this deed or regarding a
question, including a question regarding termination of this deed, then the Parties shall
submit the claim or dispute for settlement by arbitration to be conducted by a sole
arbitrator mutually appointed by the Parties and in accordance with the Indian
Arbitration and Conciliation Act, 1996.

All arbitration proceedings shall be conducted in the English language and the seat and
venue of the arbitration shall be New Delhi. The arbitrator shall decide any such dispute
or claim strictly in accordance with the governing laws. The disputing Parties shall
appoint the sole arbitrator within 30 (thirty) days from the date of receipt of a written
notice by a disputing Party invoking the arbitration.

Jurisdiction

The parties to this Agreement hereby submit in respect of any suit, action or proceeding
arising out of this Agreement to the jurisdiction of the courts of New Delhi, India.

IN WITNESS WHEREOF, the Company and the Financers have entered into this
Agreement on the date set forth at the beginning of this Agreement.

Done in __________this _________day of November 2022, In case of differences in

interpretation the English text shall prevail.

For and on behalf of Witness 1

AFP MANUFACTURING CO. PRIVATE
LIMITED (“the Company”)
 Name: -……………………………..
Address: -…………………………
Name: - ANIL KUMAR AGGARWAL
Title: - Director
Address:-

ABHINAYAVERMA
Witness 2

(“Investor”)
Address:- Resident of a B-27-28, Krishna Park
Devli Road Khanpur Delhi 110062 Name: -……………………………..
Address: -…………………………

ANNEXURE A
 Part A
Shareholding before Investment Pattern:

S. Name of Address Numbers of % Holding

Shareholder Shares
No

1. Anil Kumar Aggarwal A-112,2nd Floor, Vikas 2598840 28.06%

Puri, New Delhi- 110018
(Business)

2. Raj Bala - 1321920 14.28%

(Business)

3. Puneet Aggarwal - 260303 2.81%

(Business)

4. M/s Aggarwal Foods -- 888400 9.59%

Products

5. AFP Marketing Co. - 4190880 45.26%

Pvt. Ltd.

Total 9260343 100.00%

Part B
Shareholding Pattern Post Investment:

S. Name of Address Numbers of % Holding

Shareholder Shares
No

1. Anil Kumar Aggarwal A-112,2nd Floor, Vikas 2598840 21.61

Puri, New Delhi- 110018
(Business)

2. Raj Bala - 1321920 10.99

(Business)

3. Puneet Aggarwal - 260303 2.16

(Business)

4. M/s Aggarwal Foods -- 888400 7.39

Products

5. AFP Marketing Co. - 4190880 34.85

 Pvt. Ltd.

6. Abhinaya Verma B-27-28, Krishna Park 27,66,076 23.00

Devli Road Khanpur Delhi
(Business)
110062

Total 12026419.48 100.00%