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Project Aroma - SPA - Addendum Agreement - Execution Version-06november2020
Project Aroma - SPA - Addendum Agreement - Execution Version-06november2020
This Addendum Agreement to Share Purchase Agreement dated September 23, 2019 (“Addendum
Agreement”) dated November 6, 2020 is executed by and amongst:
Rebel Foods Private Limited (Formerly known as Faasos Food Services Private Limited), a private
limited company incorporated and existing under the laws of India and having its registered office at
Office No. C/305, S. No. 199, 204, 206, 209, Pl No. 4+12+13, Eden Park Society, Viman Nagar,
Lohegaon, Pune-411014, Maharashtra, India (hereinafter referred to as “Purchaser”, which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its
successors in title and permitted assigns) of the First Part;
AND
DropKaffe Food & Beverages Private Limited, a private limited company incorporated and existing
under the laws of India and having its registered office at 470/A, Srikanteshwara Nilaya, DSMR Building
4th Main road Adugodi Road, Koramangala 8th Block, Bangalore – 560 095, Karnataka (hereinafter
referred to as “Company”, which expression will, unless repugnant to the context thereof, mean and
include its successors and assigns) of the Second Part;
AND
Persons whose names and addresses are listed in Annexure 1 (hereinafter referred to as “Equity
Seller” or “Equity Sellers”, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to include their legal heirs, executors, successors and permitted assigns) of the
Third Part;
AND
Mr. Chaitanya Chitta, an Indian resident and citizen, bearing PAN AXIPC5362L, aged about 39 years,
residing at Apt. 608, Athens III, Prestige Acropolis Apartments, 27 Hosur Road, Koramangala,
Bangalore - 560027, India (hereinafter referred to as “Promoter 1” which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include his legal heirs,
executors and administrators) of the Fourth Part;
AND
Ms. Lakshmi Dasaka, an Indian resident and citizen, bearing PAN AHAPD4325J, aged about 39 years,
residing at Apt. 608, Athens III, Prestige Acropolis Apartments, 27 Hosur Road, Koramangala,
Bangalore - 560027, India, (hereinafter referred to as “Promoter 2” which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include her legal heirs,
executors and administrators) of the Fifth Part.
WHEREAS:
A. The Parties had entered into a share purchase agreement dated September 23, 2019 (“Original
Agreement”), pursuant to which, the Purchaser had purchased 20,619 (Twenty Thousand Six
Hundred Nineteen) fully paid-up Equity Shares and 43,00,000 (Forty Three Lakhs) fully paid-up
Compulsorily Convertible Debentures from the Sellers and the Sellers had transferred their Sale
Securities to Purchaser.
B. Pursuant to which, the Board of Directors of the Company have taken on record and passed the
resolution on October 24, 2019 for transfer of Equity Shares from the Sellers to the Purchaser in
accordance with the Original Agreement.
C. However, the Purchaser now intends to pay the differential purchase amount to align the
purchase amount with the fair market value of the shares as on the date of transfer of shares from
Equity Sellers (as defined below) to Purchaser and the Equity Sellers have hereby agreed to accept
the differential purchase amount to be paid by the Purchaser in accordance with this Addendum
Agreement.
D. The Parties herein have, therefore, agreed to enter into this Addendum Agreement to the Original
Agreement with respect to certain terms and conditions to the extent mentioned herein, which
shall be valid and take effect from the Effective Date herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein and in the
Original Agreement, the Parties hereto agree as follows:
a. This Addendum Agreement shall form part of and be read along with and construed in reference
to the Original Agreement with effect from the Effective Date herein.
b. Capitalized terms not otherwise defined in this Addendum Agreement, shall have the meaning as
ascribed to them in the Original Agreement.
c. The Parties agree that this Addendum Agreement shall form integral part of and be read along
with and construed in reference to the Original Agreement. The Parties further hereby
unconditionally agree that unless the context otherwise requires, the terms listed below when
used in this Addendum Agreement shall have the meanings attached to them and these terms, on
and from the Effective Date, shall be interpreted to have been inserted in the Original Agreement.
Further the Parties hereto agree that all capitalized terms and expressions used but not defined
herein shall have the same meaning as assigned to them in the Original Agreement.
“Closing Date” shall mean date of the completion of payment of Differential Purchase Amount to
the Equity Sellers by the Purchaser in accordance with the terms of this Addendum Agreement,
and the completion of all the actions set out in Clause f of this Addendum Agreement. The
transactions contemplated under this Addendum Agreement to be consummated on the Closing
Date, shall be deemed to occur simultaneously and no such transaction shall be consummated
unless all such transactions are consummated;
“Differential Purchase Amount” shall mean the respective differential Purchase Amount to be
paid to each Equity Seller as provided under Annexure 1 of this Addendum Agreement;
“Effective Date” shall mean the date on which the last Party executes and delivers this Addendum
Agreement by signing such different but identical counterparts;
“Equity Sellers” shall mean all the Sellers as referred in Annexure 1 to this Addendum Agreement,
who have sold Equity Shares to the Purchaser.
d. The representations and warranties of the Company and Promoters as contained in Clause 9 of
the Original Agreement are deemed to be incorporated herein by reference and are confirmed by
the Company and Promoters as being true and correct on the Effective Date of the Addendum
Agreement in relation to the execution and performance of this Addendum Agreement.
e. Parties agree that obligation of the Purchaser to pay the Differential Purchase Amount is subject
to and conditional upon the confirmation from the Equity Sellers that the representations and
warranties as contained in Clause 9 of the Original Agreement are deemed to be incorporated
herein by reference and are confirmed by Equity Sellers as being true and correct as on the
Effective Date and Closing Date of this Addendum Agreement. Further, each Equity Seller
represents and warrants that unless otherwise specifically mentioned by Equity Seller, the
residential status of each Equity Seller remains same and unchanged as that on the Completion
Date in the Original Agreement.
f. Parties agree that on the Closing Date, the Equity Seller shall provide the confirmation letter
confirming the Differential Purchase Amount and payment of the requisite stamp duty on the
confirmation letter for the Differential Purchase Amount to the Company. Upon the Purchaser
having received and verified the duly executed and stamped confirmation letters to form part of
corresponding Form SH-4 for each Seller, the Purchaser shall pay to the Equity Seller the respective
Differential Purchase Amount, as set forth in Annexure 1 of this Addendum Agreement. Further,
Parties agree that such Differential Purchase Amount shall be paid by the Purchaser net of any
taxes to be withhold as applicable for each Equity Seller based on its residential status under the
Applicable Laws.
g. Parties agree that no Addendum, modification or alteration to the provisions herein will be binding
on the Parties unless reduced to writing and duly signed by all the Parties to this Addendum
Agreement.
h. All the other terms and conditions as mentioned in the Original Agreement shall remain in full
force and effect, except to the extent modified herein. Parties hereby ratify and undertake to be
bound by the terms and conditions and their obligations thereunder and hereunder.
i. It is clarified that this Addendum Agreement shall form part and parcel of the Original Agreement
so as to be read and construed in terms thereof, including the defined terms, and wherever there
may be any conflict between this Addendum Agreement and the Original Agreement regarding
provisions mentioned herein, the provisions of this Addendum Agreement shall prevail over the
Original Agreement.
j. The Parties agree that the Annexure 1 and Annexure 2 of the Original Agreement shall be read
along with the following Annexure which shall be read as follows:
“ANNEXURE 1
16. Name: Phyllis Fang Savage 272 Rs. October Rs. Rs.
Address: No. 1 Ali Asker Road 4,24,932 18, 2019 6,06,378 10,31,31
(next door to the BWSSB), 0
Bangalore-560052
Email:
phyllis_fang@yahoo.com
Bank Account Details:
Bank Name- HSBC, M G Road
Account Number- 072-
479702-006
IFSC Code- HSBC0560002
27. Name: Ramrod Advisors LLP 746 Rs. October Rs. Rs.
Address: 96 Bajaj Bhawan, 24,99,13 18, 2019 3,29,384 28,28,51
226 Nariman Point, Mumbai 5 9
400021
Email:
hchbhabha@gmail.com
Bank Account Details:
Bank Name- Central Bank of
India, Mumbai Main Office
Account Number-
1787411939
IFSC Code- CBIN0280621
28. Name: SAMA Family Trust 774 Rs. October Rs. Rs.
Address: Villa No. 49, Adarsh 25,00,53 18, 2019 4,34,144 29,34,68
Palm Retreat, 9 3
Devarabisinahalli, Outer
Ring, Bangalore-560103
Email: srinirai@gmail.com
Bank Account Details:
Bank Name- Kotak Mahindra
Bank, Lavelle Road
Account Number-
1311357012
IFSC Code- KKBK0000422
32. Name: Neel Broker 212 Rs. October Rs. 51,963 Rs.
Address: 7205 Bradley Blvd, 7,51,852 18, 2019 8,03,815
Bethesda, MD 20817, USA
Email:
neel.broker@gmail.com
Bank Account Details:
Bank Name- Kotak Mahindra
Bank, New Delhi - South Extn
Account Number-
01960020000461
IFSC Code- KKBK0000196
33. Name: Ashok Dhingra 212 Rs. October Rs. 51,963 Rs.
Address: Crown Aura 7,51,852 18, 2019 8,03,815
Apartment 3A, Jakkur
Plantations Road
Email:
dhingra.ak@gmail.com
Bank Account Details:
Bank Name- HDFC Bank,
Halasuru
Account Number-
02861370000488
IFSC Code- HDFC0000286
34. Name: Narendra Nag 212 Rs. October Rs. 51,963 Rs.
7,51,852 18, 2019 8,03,815
Address: Flat 702, Tower 9,
Commonwealth Games
Village, New Delhi 110092
Email:
narendranag@gmail.com
Bank Account Details:
Bank Name- Citi Bank
Account Number-
5739098222
IFSC Code- CITI0000002
35. Name: HHC Holdings Pte Ltd 341 Rs. Novemb Rs. 42,496 Rs.
Address: 17-04, SGX Center 1, 12,50,43 er 7, 12,92,92
2 Shenton Way, Singapore 2 2019 8
068804
Email:
nirav@hhcholdings.com
Bank Account Details:
Bank Name- JP Morgan
Chase Bank
Account Number-
64010083461
_____________________________________
Authorised Signatory:
Name: Chaitanya Chitta
Designation: Director
Date: _________________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 6, 2020.
IN WITNESS WHEREOF Party named hereunder has signed and executed this Agreement, and all the
original copies hereto, on the date first above written.
___________________
Chaitanya Chitta
Date: _________________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 6, 2020.
IN WITNESS WHEREOF Party named hereunder has signed and executed this Agreement, and all the
original copies hereto, on the date first above written.
____________________
Lakshmi Dasaka
Date: _________________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 6, 2020.
IN WITNESS WHEREOF Party named hereunder has signed and executed this Agreement, and all the
original copies hereto, on the date first above written.
___________________________________
Authorised Signatory
Name:
Designation: Director
Date: _________________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 6, 2020.
Ray Nathan
Managing Director
11-11-2020
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in two
counterparts on the day first written above.
.............................................................................
Authorised Signatory
Name:
Designation:
Date: ______________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 06, 2020.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in two
counterparts on the day first written above.
.............................................................................
Authorised Signatory
Name:
Designation:
Date: ______________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 6, 2020.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in two
counterparts on the day first written above.
Signed and delivered for and on behalf of Saarthi Integrated Consulting LLP
.............................................................................
Authorised Signatory
Name:
Designation:
Date: ______________
This page forms part of signature page for Addendum Agreement to Share Purchase Agreement dated
September 23, 2019 (“Original Agreement”) between DropKaffe Food and Beverages Private Limited
(“Company”), Rebel Foods Private Limited (“Purchaser”), Mr. Chaitanya Chitta (“Promoter 1”), Ms.
Lakshmi Dasaka (“Promoter 2) and Equity Sellers dated November 06, 2020.