INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT is made and executed on this 22nd day of January, 2021 (“Effective
Date”),

BY AND BETWEEN:

GOTHIC ENTERTAINMENT, a sub-division of Gothic Construction, a partnership firm acting through its
partner Mr. Hitesh Thakkar, with its address at 424, Jolly Plaza, Athwa Gate, Surat- 395001, Gujarat having its
PAN: AACFG2127Q (hereinafter referred to as “Gothic” which expression shall unless repugnant to the context
or meaning thereof be deemed to mean and include its partners from time to time including the last surviving
partner, successors and assigns) of the FIRST PART;

VIBRI MOTION PICTURES, a sole proprietorship represented by its proprietor Vishnu Vardhan Induri, having
address at 8-2-269/19/S/I/A, Road No. 2, Banjara Hills, Hydrabad-500 034 and having its PAN AAGPI1011D
(hereinafter referred to as “Vibri” which expression shall, unless inconsistent with the context or meaning thereof,
be deemed to mean and include heirs, executors, representatives, administrators, and permitted assigns of the
proprietor) of the SECOND PART;

AND

KARMA MEDIA AND ENTERTAINMENT LLP, a limited liability partnership under the provisions of the
Limited Liability Partnership Act, 2008, represented by its designated partner Aditya Singh, having registered
office at Unit No. 403, Morya Landmark- II, Off Link Road, Andheri (West), Mumbai 400053, PAN
AASFK9689F (hereinafter referred to as “Karma” which expression shall unless repugnant to the context or
meaning thereof be deemed to mean and include its successors and permitted assigns) of the THIRD PART;

AND

SHAAILESH R. SINGH, an Indian habitant residing at A/101, Imperial Heights, Siddharth Nagar, Near
Oshiwara Bus Depot, Goregaon West, Mumbai- 411004 having PAN AUIPS6164P (hereinafter referred to as
“Individual” which expression unless repugnant to the context or meaning thereof be deemed to mean and
include to include his heirs, executors, representatives, administrators and permitted assigns) of the OTHER
PART.

Vibri, Karma, Gothic and the Individual shall be hereinafter referred to individually as ‘Party’ and collectively as
the ‘Parties’. Vibri and Karma shall collectively be referred to as “Producers”. Karma and the Individual shall be
jointly defined as the “Guarantors”

WHEREAS:

A. Vibri and Karma had entered into a letter agreement dated March 15, 2019 for co-production of the film
formerly titled ‘Jaya/Jayalalithaa’ (now titled “Thalaivi”) in Hindi, Tamil and dubbed in Telugu
languages (“Film”) wherein 65% of the intellectual property rights in and to the Film were to vest with
Vibri and 35% of the intellectual property rights in and to the Film were to vest with Karma. Vibri and
Karma had thereafter entered into an agreement dated April 25, 2019 recording the details of such co-
production of the Film.

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 B. Parties have now agreed that Gothic shall invest in the Film within the territory of world for the theatrical
distribution of the Film as per the terms and conditions contained herein.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

The capitalized terms used in this Agreement will have the meanings ascribed to them as below:

1.1. “Agreement” shall mean this Investment Agreement and any and all schedules and annexures attached to it or
incorporated in it by reference and shall include any modifications of this Agreement as may be mutually agreed
in writing by the Parties.
1.2. “Film” shall have the meaning as assigned to it under Recital A.
1.3. “Theatrical Exploitation Rights” shall mean the right to exhibit, show or play, release and re release the said
Film, in Hindi Language throughout the Territory, in 35 mm format or in any other digital and/or audio-video
format through any technology, in 2D/3D, in licensed theatre(s) to any audience which has paid or is deemed to
have paid pursuant to any legislation for admission to such public performance.
1.4. “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India and all
analogous rights subsisting under the laws of each and every jurisdiction throughout the world. Intellectual
Property includes trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and
publicity and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or
secret processes, trade secrets, any other protected rights or assets and any licenses and permissions in connection
therewith, in each and any part of the world and whether or not registered or registrable and for the full period
thereof, and all extensions and renewals thereof, and all applications for registration in connection with the
foregoing.
1.5. “Intellectual Property Rights” shall mean all rights arising out of and in relation to Intellectual Property.
1.6. “Language” shall mean Hindi.
1.7. “Net Revenue Share” shall mean the following:
(i) In the event the Film is released in theatres worldwide prior to exploitation on other modes and media of
exploitation or re-release of the Film in theatres, Gothic shall be entitled to receive 10% (ten per cent) of
the Producer Share accrued / received by the Producers from the worldwide exploitation of the worldwide
Theatrical Exploitation Rights. For the purpose of this Clause 1.7, “Producer Share” shall mean the
worldwide theatrical box office collection of the Film in the Hindi Language within the Territory less the
exhibitor’s share and the distribution commission at actuals. Notwithstanding anything contained under
this Agreement, it is hereby clarified that the P&A Expenses and/or the Distribution Expenses shall not be
deducted while calculating the Net Revenue Share as defined under this Clause 1.7;
OR
(ii) In the event the Film is released directly on digital platforms with Gothic’s prior written consent as is
contemplated in this Agreement, Gothic shall be entitled to receive 10% (ten per cent) of the Net Profit
from exploitation of the Film in worldwide territory on any and all modes, mediums and platforms,
including but not limited to digital, satellite, music, theatrical and other modes and media of exploitation
of the Film, in all languages of the world including the languages in which the Film is originally shot and
in the dubbed versions of the Film.

For the purpose of this Clause 1.7, “Net Profit” shall mean the total revenues from the exploitation of the
Film in worldwide territory, on any and all modes, mediums and platforms, in any and all languages of
the world, less the cost of production of the Film at actuals, subject to a maximum of Rs. 75,00,00,000/-
(Rupees Seventy-Five Crores only), which is inclusive of any and all interest, discount, expenses towards
the production and release of the Film, at actuals.

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 Any and all overbudgets to be incurred at the time of the Film shall be solely borne by Producers and
shall not be deducted from the total revenues of the Film.

1.8. “P&A Expenses” shall mean all the costs in relation to marketing, promotion, publicity, advertising of the Film
in the Language on all modes, media and format in the Territory including cost of advertising space, time and
physical materials used for advertisements and commercials of the Film in the Language, integrating and
monitoring of ads and commercials, screenings, premieres, shows, events, Film festivals, trade shows and sales
events, entertainment of press and personalities, press books/ kits, research and test of advertising concepts and
effectiveness, trailers, stills, and other accessories, publicity releases, freight charges and theatre
expenses ,advertising allowances to theatres or other exhibitors, virtual print fee, commercial tie-ups and other
advertising and marketing costs, publicity costs, if any, in relation to the Film in the Language.
1.9. "Repayment Amount" shall mean sum total of Principal Amount invested plus Additional Investment plus ROI
plus Net Revenue Share.
1.10. “Release Date” means date of the first theatrical release of the said Film in India which date is currently
scheduled to be on April 23, 2021, or such other date as may be mutually agreed by the Parties.
1.11. “ROI” shall have the meaning as assigned to it under Clause 2.2.
1.12. “Term” shall mean period starting from the execution of this Agreement until receipt of the Repayment Amount
by Gothic.
1.13. “Territory” shall mean the territory of World.

2. PRINCIPAL UNDERSTANDING

[2.1.] The Parties have herein agreed that Gothic already invested an major amount and shall invest such additional
amount towards the exploitation rights of the theatrical distribution of the Film in the Language throughout the
Territory subject to the terms of this Agreement as detailed herein below:
i. It is agreed and acknowledged by Vibri that the advance amount which is an all-inclusive recoupable, fully
refundable amount of Rs. ______/- (Rupees ________ only) is already paid by Gothic as on date of
execution of this Agreement (“Principal Amount”)
ii. Gothic shall pay an additional recoupable, refundable amount of Rs. ______________________ to Vibri
within the period of (1) one month as and when required and requested by Vibri (“Additional
Investment”)

[2.2.] Vibri shall, within 2 (two) month from the execution of this Agreement or 1 (one) month prior to the Release Date
of the Film, whichever is earlier ("Repayment Period") repay the aforementioned Principal Amount and
Additional Amount along with the return on investment amount calculated at the rate of 2% (two percent) per
month and Additional Investment along with the return on investment amount calculated at the rate of 3% (three
percent) per month (“ROI”) and compounded on a monthly basis from the date on which such payment is made
until the date of actual payment/realization of the aforementioned Principal Amount and Additional Investment
and ROI amounts. The ROI shall be payable on a monthly basis. Notwithstanding anything else contained herein,
the Net Revenue Share as stated under this Agreement shall be payable over and above the Principal Amount;
Additional Investment and ROI by Vibri/Producers to Gothic at all times, in the manner as stated in this
Agreement.

2.1.[2.3.] In addition to the above-mentioned amounts, Gothic shall be entitled to receive the Net Revenue Share in
relation to the Film which will be over and above the ROI amount as stated in this Agreement. However, for sake
of clarity, it is agreed between the Parties that the Net Revenue Share receivable from the first cycle of
exploitation of the Film, based on the refundable advance/minimum guarantee from such third party/distributor
shall be paid by Vibri to Gothic 1 (one) month prior to the Release Date while the payment to be followed for the
balance Net Revenues Share receivable for the remainder cycles of exploitation of the Film during the Term
payable to Gothic basis the final business statement of the third party/distributor shall be paid immediately post

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 receipt of such payment from third party/ distributor from the Escrow Account of Gothic and Vibri. In the event
Vibri has to refund the shortfall on the refundable advance to such third party/ distributor Gothic shall refund
proportionate amount received from Vibri .

2.2.[2.4.] Producers hereby agree to open a joint escrow account between Gothic and Producer whereby the Producers
shall get confirmation from such third party/distributor to deposit any and all amounts payable/receivable in
relation to the Theatrical Exploitation Rights and Net Revenue Share of the Film shall be paid/received in the
escrow account, the details of which are as stated under Annexure "A" below.

2.3.[2.5.] The P&A Expenses and the production cost, including, payment to lead actors, star cast, crew, technicians,
director’s, DOP, music director, musicians, scriptwriters and all other fees payable to other contributors in respect
of the said Film shall be solely and exclusively borne and paid by Vibri. Gothic shall not be held liable and
responsible for the same in any manner whatsoever.

2.4.[2.6.] Producers shall pay the entire theatrical digital costs, and all other incidental expenses including but not limited
to freight charges and theatre expenses of the said Film in the Language in connection with the distribution of the
said Film in the Language for the Term and Territory. The promotional, marketing and advertising expenses
including but not limited to print advertisement costs, digital satellite projection charges, publicity posters and
vinyl charges imposed by theatres shall be borne and paid by Vibri and Gothic shall not be liable and responsible
for the same in any manner whatsoever.

2.5.[2.7.] Producers shall share the documentary proof of all such P & A Expenses incurred in connection with the
theatrical distribution of the said Film, as and when required by Gothic.

2.6.[2.8.] Producers shall invest Rs. 7,00,00,000/- (Rupees Seven Crores only) towards P&A Expenses by themselves or
through such third-party investor and intimate Gothic in writing (emails permitted).

2.7.[2.9.] In no event shall the P&A Expenses in relation to the Film in the Language be recouped by Producers prior to
the payment of the aforementioned Repayment Amount, ROI and the Net Revenue Share, by Vibri to Gothic.

2.8.[2.10.] Karma and Vibri shall provide Gothic with monthly statements pertaining to the Net Revenues and Net Profits
earned from the exploitation of the Film in the format as required by Gothic.

2.9.
[2.11.]

Gothic shall have the right to audit the books of account of Vibri hereby agrees to provide/furnish all
documents/statements in order to ascertain the validity and accuracy of any statements made and any ROI/Net
Revenue Share and/or other amounts paid/payable to Gothic under this Agreement towards the Theatrical
exploitation rights of the Film. In the event the audit reveals any variance of 5% or more, the cost of such audit
shall be paid by Vibri, and Vibri shall further be liable to pay the differential amount along with a penalty amount
at the rate of 2% per month from the respective due date until the date of the actual payment/realization.
[2.12.]
3. REPAYMENT

3.1. Until the repayment of the Repayment Amount along with the ROI by Vibri to Gothic, Gothic will have a first
and exclusive mortgage, charge and lien on the Film in the Language throughout the Territory. In the event the
Vibri fails to return the Repayment Amount in the manner as stated under this Agreement, the Vibri shall not be
entitled to exploit any rights of the Film in the Language until Vibri repays the Repayment Amount to Gothic.

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
3.2. While the mortgage, charge and lien of Gothic on the Film will cease upon receipt of the Principal Amount,
Additional Investment along with the ROI and advance of Net Revenue Share received by the Producers, Gothic
shall continue to have the first and exclusive mortgage, charge and lien on the profits/ revenues/ proceeds
earned/accrued or receivable by Producers from exploitation of the Film in any medium, mode and formats until
Gothic is in receipt of full and final Net Revenue Share.

4. PERSONAL GUARANTEE

4.1. The Guarantors hereby grant an unconditional and irrevocable personal guarantee for repayment of all amounts to
Gothic as stated hereunder.

4.2. The Guarantors shall not require Gothic to justify the invocation of the personal guarantee.

4.3. The Guarantors hereby jointly and severally agree and undertake that this personal guarantee is a continuing
guarantee and shall remain in full force and effect until the repayment of all amounts as stated in Clause 2.

4.4. In order to give effect to the personal guarantee hereunder contained, Gothic shall be entitled to take action
against the Guarantors as though they are the principal debtors to Gothic for all purposes.

4.5. In addition to any other rights available to Gothic under this Agreement and in law, Gothic shall have a first
charge and lien on all the assets of Vibri and the Guarantors for the recovery of all amounts in accordance with
the terms of this Agreement.

4.6. The Guarantors and Vibri hereby jointly and severally agree and undertake that they shall not dispose of, alienate,
transfer, deal with and/or any create any third party right on any of their assets (including tangible, intangible,
movable and/or immovable properties) until repayment/realization of all amounts by Gothic in accordance with
the terms of this Agreement.

4.7. It is clarified that for the purpose of this Agreement, assets shall include all assets, (including tangible, intangible,
movable and/or immovable properties) of: (a) Vibri; (b) each of the Guarantors; (c) the immediate family
members of the directors/promotors of Vibri and/or the Guarantors, (c) any companies, partnership firms, entities
etc. in which Vibri, the Guarantors and their family members or any of the immediate family members of their
promoters, directors are majority shareholders, and shall also include all the past, present and future projects
(including any and all audio visual content, web series, web films, feature films, television series) (collectively
defined as “Projects”), with which Vibri and/or either or all of the Guarantors is/are associated in any capacity
whatsoever. Such charge shall also include but not be limited to a charge on all rights of Vibri and/or the
Guarantors in the Projects and Vibri's and/or the Guarantors' revenue entitlement in the form of fees,
consideration, Net Revenue Share etc.

4.8. In addition to the aforesaid, Vibri and/or the Guarantors (as the case may be) has/have specifically agreed that in
the event the Guarantors and/or Vibri (as the case may be) fail to pay the amounts as stated herein to Gothic in the
manner and within the timelines agreed by it under this Agreement, neither Vibri nor the Guarantors shall be
entitled to release any of their other films, web series, web films, feature films, television series and/or any other
audio visual content, (which may be produced/co-produced by them or which they have invested any monies in)
including but not limited to the Film stated herein, without first paying the entire amounts due and payable by
them to Gothic under this Agreement.

4.9. Gothic shall also have the right to initiate suitable legal proceedings for attachment and sale of all assets vesting
with Vibri and/or the Guarantors/their family members/companies and/or partnership firms as stated above. In
addition, Gothic shall also have the right or for seeking applicable injunctive and/or equitable relief. The details of

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 any and all assets of Vibri and/or the Guarantors, including the immediate family members, along with any
mortgages/encumbrances/lien/any right whatsoever created on each of them, as on the date of execution of this
Agreement, shall be intimated by Vibri and/or the Guarantors to Gothic on the execution of this Agreement
separately in writing. Vibri and the Guarantors jointly and severally warrant, undertake and covenant that they
shall not, without seeking the prior written approval of Gothic, dispose of and/or create any third party
right/lien/encumbrance/charge on such assets until the repayment of the amounts to Gothic. This shall be
considered as a non-disposal.".

5. POST DATED CHEQUES

Upon execution of this Agreement, Vibri shall handover to Gothic, post-dated cheques equivalent to the Principal
Amount, Additional Investment and ROI amounts with respect to each of the Films (“PDCs”). The details of such
cheques shall be as stated in Annexure B to this Agreement. Gothic shall be entitled to deposit such PDCs with its
bank in order to encash the Principal Amount, Additional Investment and ROI amounts for each Film. Vibri
hereby agree that they shall be obliged and liable to honour such PDCs. Without prejudice to any other remedies
applicable under the law (including initiation of any proceedings for cheating, breach of criminal trust, insolvency
etc.), in the event any such cheque is dishonoured on account of insufficiency of funds, Gothic shall have the right
to inter alia initiate proceedings under Section 138 of the Negotiable Instruments Act, 1881 against Vibri / the
directors and/or principal officers of Vibri (as the case may be). It is hereby agreed and acknowledged by Vibri
that the PDCs have been provided to Gothic towards the due discharge of its liability under this Agreement and
not towards a security of any nature. In the event of any default in making any of the payment and/or honoring of
the PDCs, Gothic shall have the right to recover the amounts from any of the Guarantors along with any ROI as
applicable.

6. CREDITS

6.1. Vibri shall provide single slate opening credits on all positive prints of the said Film and on all advertising and
credit blocks substantially in the following form:

“Vibri Motion Pictures AND Karma Media Entertainment (on one single slate/slide)
Presents
In association with Gothic Entertainment and Sprint Telefilm (on another single slate/slide)

Produced By: Vishnu Induri and Shaailesh R Singh (In one single slate/slide)
AND
Co-produced By: Hitesh Thakkar and Thirumal Reddy” (on another single slate/slide)

[6.2.] It is agreed between the Parties that Gothic, along with its motion/still logo, shall be entitled to receive a solo single
slate onscreen presenter credit (“in association with”) in all positive prints of the Film and in all digital media,
promotional and advertisement materials, newspaper articles, announcement, trailers etc. in relation of the Film
across the worldwide Territory in all languages. The credits to be provided to Gothic as stated under this clause 6
shall be accorded is same size, font, manner as the Producers and main presenters of the Film.

7. SPECIAL CONDITIONS

7.1. Producers shall be solely liable for payment of any royalties, tariffs, or fee, due to or levied by, any copyright
society or music publisher or authors or performers in relation to utilization of such literary or musical works or
performances incorporated in the said Film for the Term by Gothic. Any claim for payment of any such royalty or
fee, if received by Gothic or any of its group companies or affiliates shall be forwarded to the Producers for the

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 full and final settlement and complete payment by Vibri to any entity making such a claim. Producers undertakes
to fulfill its obligation as set out in this Clause without any delay whatsoever.

7.2. It is hereby agreed and acknowledged by Karma, Vibri and the Individual that the ROI and the Net Revenue
Share under this Agreement is fair and reasonable given the relationship between the Parties and the nature of the
transaction;

8. REPRESENTATIONS AND WARRANTIES

8.1. The Parties represent and warrant to each other as follows:

i. The execution and performance of this Agreement does not conflict with other agreements of the Parties
relating to the Film;
ii. The execution and performance of this Agreement is within the power of the warranting Party and has been
duly authorized by such Party;
iii. The Parties are duly incorporated and organized, validly existing and in good standing.

8.2. Vibri represents and warrants to Gothic that:

i. The said Film or any part of it does not contain any defamatory, obscene or scandalous matter or any other
matter capable of hurting religious feelings of any person.
ii. They have not entered into any similar arrangement or agreement or have created a lien, mortgage on the
Theatrical Exploitation Rights of Film in Language throughout the Territory with any other third party.
iii. Nothing in the said Film infringes the copyright or any other right of any third party and that there are no
claims, actions or proceedings whether actual, pending or threatened affecting the said Film or copyrights
therein or thereto or otherwise.
iv. Gothic shall not be liable to pay all or any taxes, royalties or other dues in connection with or payment to
the artists, authors, composers, script writers, performers, etc. and all other persons concerned with the
production, completion and development of the said Film and such expenses shall be borne solely by the
Vibri.
v. The said Film will be of first-class commercial quality and first class technical quality fully cut, edited and
assembled main and end title with original sound track including all music and dialogue track in perfect
synchronization to enable Gothic without further process and expenditure to commercially exploit and
distribute the said Film.
vi. They hereby declare and affirm that the contents of the said Film are/will be in conformity with the laws
prevailing in India and shall be duly censored by the Central Board of Film Certification (“CBFC”) and the
said Film shall qualify and be eligible for unrestricted public exhibition (“U” or “U/A” certificate) issued
by the CBFC under the Cinematograph Act, 1952 and The Cinematograph (Certification) Rules, 1983
thereunder.
vii. They have duly complied with all applicable laws of the Territory in production and completion of the said
Film;
viii. They have full power and authority to enter into this Agreement and that it has not created any lien, charge,
mortgage, encumbrance, security, or any other rights of any nature whatsoever on the distribution and
exhibition of the said Film;
ix. The constitution of Vibri shall remain unchanged, throughout the term of this Agreement;
x. No litigation, arbitration or administrative proceedings are threatened, or to the knowledge of Vibri, is
pending which call into question the validity or performance of its obligations under this Agreement;
xi. All authorizations, approvals, consents, licenses, exemptions, filings, and other matters, official or
otherwise, required or advisable in connection with the entry into, performance, validity and enforceability
of this Agreement and the transactions contemplated hereby have or shall be obtained or effected in a
timely manner.

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 xii. They have funded/are in the process of funding the entire P&A Expenses in relation to the Film in the
Language and they shall not recoup/recover such P&A Expenses and/or any other production related costs
prior to the recoupment of the Repayment Amount by Gothic. In the event Vibri receive any funding in
relation to the P&A Expenses and/or other costs in relation to the Film in the Language from any third
party whatsoever, they shall ensure that the aforementioned understanding in relation to the recoupment of
the Principal Amount, ROI and Net Revenue Share by Gothic, prior to the recoupment of any other
expenses by Vibri and shall continue to prevail in relation to such third party investment amounts as well
and such amounts shall not be recouped prior to the recoupment of the Repayment Amount by Gothic.
xiii. They undertake that the said Film and/or any contents thereof are not defamatory, derogatory, libelous,
obscene or scandalous, capable of hurting the sentiments of any segment of the society and/or hurting the
religious feelings of any person and/or capable of violating any law for the time being in force. Nothing in
the said Film infringe the Intellectual Property Rights, copyright, moral rights, personality rights or any
other rights of any third party and that there are no claims, actions or proceedings whether actual, pending
or threatened affecting the said Film or copyrights therein or thereto or otherwise.

8.3. The Guarantors hereby jointly and severally represent, warrant and covenant as follows:
i. The Guarantors are all majors and have the capacity and authority to execute this Agreement;
ii. Karma is duly incorporated under the applicable laws and has the capacity and authority to execute this
Agreement;
iii. They are not subject to any conflicting obligation or disability, contractual or otherwise, which may prevent
or interfere with the due execution and performance this Agreement;
iv. They shall make timely payments of any and all guarantee amounts as stated under this Agreement;
v. They hereby represent, warrant and covenant that they have not created and shall not create any lien /
charge/ encumbrance on the Film, negatives of the Film or any rights of the Film, which may prejudice the
first charge / lien of Gothic over the same in any manner whatsoever;
vi. No litigation, arbitration, or administrative proceedings are threatened, or to the knowledge of the
Guarantors which calls into question the validity or performance of their obligations under this Agreement
and/or prejudice the rights of Gothic under this Agreement.
vii. The constitution of Karma shall remain unchanged, throughout the term of this Agreement.
viii. To secure the payment of the amounts due to Gothic in accordance with the terms hereof, the Guarantors
hereby grant an unconditional and irrevocable personal guarantee for repayment of all amounts due to
Gothic. It is hereby clarified that the personal guarantee of the Guarantors shall be to the extent of the
repayment liability of Vibri.
ix. The Guarantors shall not require Gothic to justify the invocation of the personal guarantee.
x. The Guarantors hereby agree and undertake that this personal guarantee is a continuing guarantee and shall
remain in full force and effect until all amounts as stated hereunder (as the case may be) are repaid to
Gothic.
xi. In order to give effect to the personal guarantee hereunder contained, Gothic shall be entitled to take action
against the Guarantors as though they are the principal debtors to Gothic for all purposes.
xii. The Guarantors hereby declare that their liability hereunder shall be irrevocable and shall be coextensive,
joint and several with that of Vibri.
xiii. The Guarantors hereby further agree and declare that this personal guarantee shall not in any case be
affected by reason of Gothic obtaining any other security or securities whatsoever from Vibri nor would it
be affected by reason of Gothic failing to recover and realize any of the said securities. This personal
guarantee shall be in addition to, and not in substitution for any other guarantee or security given to or
obtained by Gothic.
xiv. The Guarantors shall ensure that they make timely payment of all amounts due and payable to Gothic
without any demur or delay whatsoever, in strict accordance with the terms agreed upon between the
Parties herein. The Guarantors hereby further irrevocably and unconditionally guarantee that on receipt of a
notice in writing from Gothic of its intention to invoke the personal guarantee as against any/all of the

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 Guarantors as stated in this Clause 8.3, they shall forthwith make payment to Gothic of the same without
any demur or delay of any kind.
xv. The Guarantors hereby declare that their liability hereunder shall be irrevocable and shall be co- extensive
with that of Vibri (as the case may be).
xvi. The Guarantors agree and acknowledge that they shall not be entitled to question or challenge any
opinion or judgement made by Gothic on the existence or extent of any non- performance or
non-observance or default by Vibri of its obligations under this Agreement and that the decision of Gothic
thereon shall be final and binding on them notwithstanding any difference or any dispute that may arise
or has arisen between Gothic and Vibri or any other legal proceedings, pending before any court,
tribunal, arbitrator or any other authority.
xvii. The payment under this personal guarantee by the Guarantors shall be made without any demur or protest
within 3 (three) days of the receipt of the written demand notice.
xviii. The net worth certificates of each of the Guarantors ("Net Worth Certificate") as on the date of execution
of this Agreement shall be provided by each of the Guarantors to Gothic and shall be attached to this
Agreement. The Guarantors represent, warrant and undertake that the Net Worth Certificate is true and
accurate, and this Agreement has been entered into by Gothic relying upon the contents of the same.

9. INDEMNITY

The Guarantors and Vibri shall, jointly and severally indemnify and keep indemnified Gothic from and against all
actions, proceedings, claims, liabilities, disputes, losses, demands, costs, legal proceedings, awards, (including
without prejudice to the generality of this provision reasonable legal costs of a solicitor, etc.) howsoever arising,
directly or indirectly, as a result of any breach or non-performance by the Guarantors and/or Vibri of any of its
defaults, undertakings warranties, representations obligations and/or terms of this Agreement. Additionally, Vibri
shall indemnify and keep indemnified Gothic against all losses, liabilities, damages suffered by Gothic and/or any
claims, demands etc. made by any artistes, authors, performers or other persons concerned with the production
and completion of the said Film or any third parties and all or any claims and liabilities arising out of or due to
creative or other disputes or issues regarding the said Film including but not limited to third party claims.

10. TERMINATION

10.1. Gothic may forthwith terminate this Agreement in case Vibri and/or the Guarantors are in and/or commit breach
of any of their representations, warranties and/or obligations under this Agreement and fails to cure the same
within 5 (five) days of the receipt of a written notice (emails permitted) from Gothic stating such breach. In
addition, Gothic shall be entitled to terminate this Agreement in case of abandonment/shelving of the Film by the
Vibri. In all such cases, Vibri shall forthwith refund any and all Repayment Amount and pay the Net Revenue
Share and the ROI from the date on which the payment of the Repayment Amount was made by Gothic until the
date of such refund/actual realization of the monies, by Vibri. In addition, in the event the Film has already
released on the date of such termination, Vibri shall pay to Gothic the Repayment Amount, ROI and the Net
Revenue Share in accordance with the terms of this Agreement, within 3 (three) days of such termination. Vibri
shall be liable to pay any and all costs including opportunity costs to Gothic arising on account of such breach by
Vibri.

10.2. Notwithstanding anything contained in this Agreement, the Gothic shall be entitled to seek any and all remedies
available to it under the applicable law including but not limited to seeking damages and injunctive relief.

11. ASSIGNMENT

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 Gothic shall be entitled to assign this Agreement and/or any parts thereof to any third party until the receipt of the
Repayment Amount. Vibri shall not be entitled to assign this Agreement or any of its rights hereunder to any third
party without prior written approval of Gothic.

12. AUTHORITY

Gothic may, at its sole discretion, take any action, legal proceedings or other proceedings to safeguard its rights
under this Agreement, and if required and necessary, Vibri shall execute documents to enable Gothic to
commence and prosecute and defend such action or proceedings at Gothic’s cost.

13. ARBITRATION

In case of any dispute or difference arising out of or in connection with this Agreement the same shall initially be
resolved by mutual consultation failing which the same shall be referred to arbitration of a Sole Arbitrator
appointed mutually by Vibri and Gothic failing which the Sole Arbitrator will be appointed vide Application
under Section 11 of the Arbitration and Conciliation Act, 1996 in the High Court of Judicature at Bombay with
the arbitration governed by the provisions of Arbitration and Conciliation Act, 1996 (as amended). The
Arbitration proceedings shall be in English and held in Mumbai and the Court in Mumbai alone shall have
jurisdiction. This Agreement shall be governed and construed in accordance with the laws of India and shall be
subject to the exclusive jurisdiction of the courts in Mumbai.

14. JURISDICTION AND GOVERNING LAW

Subject to clause 13 above, this Agreement shall be governed by and construed in accordance with the laws of
India, the Parties agree that the Courts at Mumbai shall have exclusive jurisdiction regarding any matter arising
out of or related to this Agreement.

15. MISCELLANEOUS

15.1. Further Documents: The Parties hereto agree to execute such further and other documents in respect of
the said Film that may be necessary for the purpose of effectively carrying out the intent and purpose of
this Agreement.

15.2. Modification/amendment: No change or modification of this Agreement shall be valid unless the same shall
be in writing and signed by the Parties.

15.3. Agreement Final and Complete: This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes prior negotiations, representations, or agreements
either written or oral.

15.4. Severance of terms: If any provision of this Agreement becomes invalid or illegal or adjudged
unenforceable the provision shall be severed from this Agreement and rendered ineffective as far as
possible without modifying the remaining provisions of this Agreement and shall not as far as possible be
affected by the severance.

15.5. Notices: All notices under this Agreement shall be in writing and shall be sent by hand or by courier or by
fax to the Party concerned at the address indicated hereinbefore.

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
15.6. No Waiver: Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or
delay in exercising any right, power, or remedy vested in any Party under or pursuant to this Agreement
shall constitute a waiver by that Party of that or any other right, power, or remedy.

15.7. Independent Parties: The Parties are contracting in this Agreement as independent parties engaged in the
conduct of their respective business on a principal to principal basis. Nothing in this Agreement shall
constitute a partnership, joint venture, association of persons, agency, employment or any similar
relationship between the Parties hereto under applicable laws including Indian laws.

15.8. Force Majeure: Neither Party shall be liable to the other in damages or otherwise for any failure to
perform any terms or conditions of this Agreement on account of act of God, war, insurrection, riots, act of
terrorism, earthquake, epidemic, flood, fire, strike, and explosion (“Force Majeure Event”). The Party
suffering any aforementioned Force Majeure Event shall notify the other Party in writing as soon as
possible after the occurrence of such Force Majeure Event and shall to the extent that it is capable of doing
so, use its best endeavors to remove or remedy such cause of non-performance. In these circumstances if
certain obligations of the Parties have to be suspended, the time for such suspension shall be mutually
agreed to between the Parties.

15.9. Confidentiality: The Parties recognize that each of them will be given and have access to confidential and
proprietary information of the other Party to the extent possible in relation to the rights licensed herein; as
also their respective affiliates, associates and subsidiaries. The Parties undertake not to use any such
confidential information for their own individual purposes without the prior written consent of the other
Party and shall keep confidential and not disclose to any third party any of the other Party’s confidential
and proprietary information including without limitation, the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above

For and on behalf of GOTHIC ENTERTAINMENT,

a sub division of Gothic Construction,

Sign: _________________________

Mr. Hitesh Thakkar LHT Impression Photo

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
Designation: Partner

Sign: ________________________

Witness 1:

Name:
Address:

LHT Impression Photo

Sign: ________________________

Witness 2:

Name:

Address:

LHT Impression Photo

For and on behalf of KARMA MEDIA AND ENTERTAINMENT LLP,

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
Sign: _________________________

Mr. Aditya Singh LHT Impression Photo

Designation: Partner

Sign: ________________________

Witness 1:

Name:
Address:

LHT Impression Photo

Sign: ________________________

Witness 2:

Name:

Address:

LHT Impression Photo

For and on behalf of VIBRI MOTION PICTURES,

Sign: _________________________

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
Mr. Shaailesh R Singh LHT Impression Photo

Designation: Proprietor

Sign: ________________________

Witness 1:

Name:
Address:

LHT Impression Photo

Sign: ________________________

Witness 2:

Name:

Address:

LHT Impression Photo

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
For and on behalf of INDIVIDUAL ,

Sign: _________________________

Mr. Shaailesh R Singh

LHT Impression Photo

Sign: ________________________

Witness 1:

Name:
Address:

LHT Impression Photo

Sign: ________________________

Witness 2:

Name:

Address:

LHT Impression Photo

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 ANNEXURE A

DETAILS OF ESCROW ACCOUNT

Sr. No. Name of Bank Names of Account Holders Account No.

1. Vibri Motion Pictures And Gothic
Entertainment

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh
 ANNEXURE B
DETAILS OF PDCS

Sr. No. Details of Bank Cheque No. Cheque Amount (Rs)

1. Axis Bank 623694 1,00,00,000
2. Axis Bank 623696 1,00,00,000
3. Axis Bank 623697 1,25,00,000
4. Axis Bank 623698 2,00,00,000
5. Axis Bank 623699 1,75,00,000
5. 6. Axis Bank 623700 3,00,00,000
6. 7. Axis Bank 623751 1,05,00,000
7. Total - 11,05,00,000

__________________ _________________ ______________________________ _______________

Gothic Entertainment Vibri Motion Pictures Karma Media and Entertainment LLP Shaailesh R. Singh