BETWEEN

• Zelus Consulting LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 with LLP Identification Number AAA-4939 and having its registered address at Flat No. 602, Wing A, Gayatri Darshan, Thakur Complex, Near Suruchi Restaurant, Kandivali (E), Mumbai-400101, Maharashtra, India (hereinafter referred to as the "LLP", which expression shall unless it be repugnant to the subject or context thereof, include its successors and assigns);

AND

•  (hereinafter referred to as the "Investor", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his successors, authorized representatives and permitted assigns;

AND

• Mr. Rohit Banthia (DPIN: 06819117), son of Sh. Nemchand Banthia aged about 37 years, having permanent account number AJCPB2266Q and presently residing at A-301, Shardha-3, Thakur Complex, Kandivali East, Mumbai, Mumbai Suburban, Maharashtra- 400101 (hereinafter referred to as the "Designated Partner 1", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his successors, authorized representatives and permitted assigns;

AND

• Mrs. Ronak Bothra (DPIN: 09722473), daughter of Shri Dev Chand Bothra, aged about 35 years, having permanent account number AVEPB6501A and presently residing at New Lane, near Bothra Girls School, Bothra Chowk, Bikaner, Rajasthan- 334401 (hereinafter referred to as the "Designated Partner 2", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include her successors, authorized representatives and permitted assigns.

Designated Partner 1 and Designated Partner 2 shall collectively be referred to as the "Designated Partners". The Designated Partners are entering into this Deed on behalf of all the Partners.

The LLP, the Investor, Designated Partner 1 and Designated Partner 2 shall collectively be referred to as the "Parties" and individually as "Party".

WHEREAS

1. LLP is engaged in the Business (as defined hereinafter).
2. As on the Execution Date, LLP has two Class A Partners (as hereinafter defined) whose names and respective partner interest set out herein below:

S. No.	Name of Class A Partner	Amount of Class A Contribution (INR)	Percentage (%) of Class A Contribution
1	Mr. Rohit Banthia	50,000	50%
2	Mrs. Ronak Bothra	50,000	50%

1. The Investor has expressed willingness to become a Class B Partner (as hereinafter defined) in the LLP in accordance with the terms of the LLP Agreement (as hereinafter defined), and in consideration thereof, the Investor has agreed to invest the Contribution Amount (as hereinafter defined) in the LLP as his share in Class B Capital Contribution (as hereinafter defined).
2. The Parties are now entering into this Agreement to set out the terms and conditions upon which the Investor shall invest the Contribution Amount in the LLP and the LLP shall admit the Investor as Class B Partner.

NOW, THEREFORE, the Parties, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby confirmed, and subject to the terms and conditions set forth in this Agreement, and intending to be legally bound, hereby agree as follows:

• DEFINITIONS AND INTERPRETATIONS

1. Definitions

In this Agreement (including in the recitals) the following words and expressions and abbreviations shall have the following meanings, unless the context otherwise requires:

"Act" means the Limited Liability Partnership Act, 2008 and the applicable rules and regulations issued thereunder, including any amendments, modifications thereto or re-enactments thereof;

"Agreement" means this agreement along with its schedules, as amended (in writing) from time to time in accordance with its terms;

"Applicable Laws" in relation to a person means all statutes, legislations, enactments, codes, acts, laws, by-laws, ordinances, rules, bye-laws, regulations, notices, notifications, decrees, guidelines, policies, directions, directives, orders, judgments, decrees or other requirements or directives (by whatever name called) issued, enacted, implemented or passed (either now or in future) by the applicable Government Authority, and "Applicable Law" shall be construed accordingly; 

"Business" means carrying on one or more of the following activities by the LLP:

1. to act as management consultants, tax & forex advisory, accounting, and back-office operations.
2. to offer advisory for effective management of organization, business process solutions comprising of preparing SOPs and business continuity plans.
3. to provide advisory, consulting, brokering, managing & developing, and arranging funds for the real estate and infrastructure projects.
4. to identify and evaluate opportunities for earning income from early stage start up entities and conduct periodic performance review of identified opportunities.
5. to invest the funds of the LLP in the securities of one or more investee entity(ies) and to enter into contracts/ arrangements with advisory firms for availing services for identifying potential opportunities for investment in securities of the investee entity(ies) for earning income therefrom.

"Business Day" means a day (other than Saturday and Sunday) on which banks in Mumbai are open for public dealings;

"Claims" means any losses, liabilities, claims, damages, costs and expenses, including legal fees and disbursements in relation thereto;

"Class A Capital Contribution" means the capital contribution made by the Class A Partners in the LLP from time to time and in accordance with the provisions of the LLP Agreement;

"Class B Capital Contribution" means the capital contribution made by the Class B Partners in the LLP from time to time and in accordance with the provisions of the LLP Agreement;

"Class A Interest" means the participating interest issued by the LLP to the Class A Partner, which shall include the right to a share of profits and loss of the LLP, the right to receive distribution from the LLP, the right to participate in the management or conduct of the LLP, and such other rights as are set out in the LLP Agreement.

"Class B Interest" means the participating interest issued by the LLP to the Class B Partner with such rights as are set out in the LLP Agreement.

"Class A Partner" means a Partner who holds (legally and/or beneficially) Class A Interest in the LLP and who has been admitted as such in accordance with the terms the LLP Agreement;

"Class B Partner" shall mean a Partner who holds (legally and beneficially) Class B Interest in the LLP and who has been admitted as such in accordance with the terms of the LLP Agreement;

"Conditions Precedent" shall have the meaning ascribed to the term in Clause 3;

"Confidential Information " shall have the meaning ascribed to the term in Clause 7.1;

"Contribution Amount" shall have the same meaning as ascribed to the term in Clause 2.3;

"Closing" means completion of the actions set forth in Clause 4.1;

"Closing Date" shall have the meaning ascribed to it in Clause 4.4;

"Designated Bank Account" shall mean the bank account of the LLP into which the Investor shall remit the Contribution Amount, in accordance with the terms of this Agreement and the details of which are set out herein below:

Account Name	ZELUS CONSULTING LLP
Bank Name	PUNJAB NATIONAL BANK
Account Number	0550002100243910
Bank, Branch	S.V. Road, ANDHERI WEST
IFSC Code:	PUNB0055000

 

"Deed of Adherence" means the deed of adherence in the form set out in Schedule 2;

"Designated Partners" mean a collective reference to the Designated Partner 1 and the Designated Partner 2 and shall include the individuals nominated as the designated partners of the LLP in accordance with the Applicable Laws and the LLP Agreement. The term "Designated Partner" shall be construed accordingly.

"Encumbrance" means creating or allowing to exist or agreeing to create or agreeing to allow to exist any mortgage, debenture, charge (legal or equitable, fixed or floating), pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of obligation, arrangement or agreement (including a title transfer and retention arrangement) having similar effect, and "Encumber" shall be construed accordingly;

"Government Authority" in relation to  a person means any government (whether federal, central, state, administrative or regional) or any legislative, executive, administrative, fiscal, judicial, statutory or regulatory authority, body, board, ministry, department, commission, tribunal, agency, instrumentality having or any other entity, authority, body or person exercising power, jurisdiction or authority over the relevant person or within the territory within which any the relevant person resides, operates or carries on any business;

"INR" means Indian Rupees;

"Investor Lock-in Period" shall have the meaning ascribed to the term in Clause 5.5;

"LLP Agreement" means the Amended and Restated LLP Agreement dated 24th day of July, 2023;

"LLP Indemnified Parties" shall have the meaning ascribed to the term in Clause 8, and the term "LLP Indemnified Party" shall be construed accordingly;

"Longstop Date" means a date falling on 40th Business Day after the Execution Date or such other date as may be decided by the LLP;

"Material Adverse Effect" shall mean any change or effect (including but not limited to change in Applicable Law) that would have (or could reasonably be expected to have) a materially adverse impact to: (a) the business, operations, assets, condition (financial or otherwise), operating results of the LLP, or (b) the ability of the Parties to consummate the transactions contemplated herein, or (c) the validity, legality or enforceability of the rights or remedies of the Investor under this Agreement;

"Partner" means a person whose name is set out in Schedule 1 to this Agreement and shall include any person who is admitted as partner (Class A Partner or Class B Partner, as the case may be) in the LLP in accordance with the LLP Agreement;

"Proceeding" means:

1. any action, suit, proceeding, arbitration, mediation and/or conciliation initiated by any person or Government Authority or Taxation Authority, including any pending action, suit, proceeding, arbitration, mediation and/or conciliation, and/or (b)  any investigation, inquiry and administrative hearing, in either case whether formal or informal, initiated by or before any Government Authority or Taxation Authority, including any pending investigation, inquiry and administrative hearing (in either case whether formal or informal);

"Tax" or "Taxes" or "Taxation" means any tax, duty, contribution, impost, cess, withholding, levy or charge in the nature of tax and any fine, penalty, surcharge or interest connected therewith and includes corporation tax, income tax (including income tax required to be deducted or withheld from or accounted for in respect of any payment), capital gains tax, inheritance tax, goods and services tax and any other payment whatsoever which any person is or may be or become bound to make to any Taxation Authority and which is or purports to be in the nature of taxation; 

"Taxation Authority" means any Government Authority having or purporting to have power or authority to impose, levy and/or collect Tax; and

"Transfer" means to sell, give, assign, transfer, transfer of any interest in trust, Encumber, pledge or otherwise dispose of any right, title or interest, in any manner whatsoever with respect to any Participating Interest and the terms “Transferred” shall be construed accordingly.

1. Interpretations
2. In this Agreement, except where the context otherwise requires:
3. a document in the "agreed form" is a reference to a document which is in writing, in the form and substance as agreed between the Parties and signed by or on behalf of each Party;
4. a "Party" means a party to this Agreement and includes (i) in case of a Party which is an individual / natural person, his / her legal heirs and permitted assigns, and (ii) in case of a Party other than an individual / natural person, its permitted assigns and/or the successors in title to all or substantially the whole of the business and/or undertaking of the relevant Party, and "Parties" means parties to this Agreement;
5. a "person" means any natural person / individual, company, body corporate, firm, partnership, limited liability partnership, agency, trust, association of person, society, unincorporated association, organisation, corporation, Government Authority, proprietorship, union or any undertaking treated as a person under Applicable Law (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
6. a "statute" or a "legislation" or any of its provision includes a reference to any subordinate legislation made under it from time to time whether before or after the date of this Agreement and a reference to any statute, legislation, provision or subordinate legislation includes a reference to:
7. any statute, legislation, provision or subordinate legislation which it re-enacts or replaces (with or without modification), and such statute, legislation, provision or subordinate legislation as from time to time amended, extended, re-enacted or replaced;
8. reference to "clauses" or "schedules" are to clauses and paragraphs of and schedules to this Agreement;
9. "writing" includes typewriting, printing, emailing, lithography, photography and any other methods of representing words in a legible form or other writing in non-transitory form;
10. words denoting the singular shall include the plural and vice versa and words denoting any gender shall include every gender; 
11. words and abbreviations, which have, well known technical, financial or trade/commercial meanings are used in this Agreement in accordance with such generally accepted meanings, unless otherwise defined in this Agreement;
12. books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;a specific time for the performance of an obligation is a reference to that time in the country, province, state, country or other place where that obligation is to be performed;

 

1. "liabilities" are to all liabilities of any nature whatsoever, including actual or contingent liabilities (and liability shall be construed accordingly);
2. "losses" are to all losses of any nature whatsoever, including direct or indirect losses, consequential losses, loss of profit, loss of business, loss of reputation and/or loss of goodwill;
3. "costs" include costs, charges and expenses of every description; 

 

1. the words "include", "including" or any similar expressions shall be construed as illustrative only and shall not be construed as, nor shall they take effect of, limiting the generality of any preceding words.
2. The recitals and schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the recitals and schedules.
3. Where there is any inconsistency between the definitions set out in Clause 1.1 and the definitions set out in any clause or schedule, then for the purposes of construing such clause or schedule, the definitions set out in such clause or schedule shall prevail.
4. The index to and the headings in this Agreement are for information only and are to be ignored in construing the same.
5. Where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words.
6. Time is of the essence in the performance of the Parties respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence.
7. Where the consent of any Party is required in respect of any matter, such consent may be given or withheld by that Party at its or his discretion, and if given would only be valid if given in writing and may be given subject to such terms and conditions as that Party may at such time deem fit to impose.
8. In determination of any period of days for the occurrence of an event or the performance of any act or thing shall be deemed to be exclusive of the day on which the event happens or the act or thing is done.

• CONTRIBUTION BY THE INVESTOR AND ADMISSION AS CLASS B PARTNER 

1. Subject to the terms and conditions of this Agreement, the Investor has agreed to invest in the LLP, and the LLP has agreed to accept from the Investor, the Contribution Amount.  
2. In consideration of the Investor investing the Contribution Amount and with effect from the Closing Date, the LLP shall admit the Investor as the Class B Partner with such rights and obligations as are set out in the LLP Agreement.
3. Simultaneous with the execution of this Agreement and in any event, within no later than 2 (two) Business Days from the Execution Date or such other timeline as may be agreed in writing by the LLP, the Investor shall remit, by way of wire transfer,

 The funds shall be remitted by the Investor to the Designated Bank Account or such other bank account, the details of which shall be intimated in writing by the LLP to the Investor.

The Contribution Amount invested by the Investor in the LLP shall be recorded in his Class B Capital Contribution account in the books of the LLP.

• CONDITIONS PRECEDENT

Closing shall be subject to the fulfilment (unless otherwise waived by the Investors) of each the following conditions having been fulfilled on or prior to the Longstop Date ("Conditions Precedent"):

1. the Investor shall have provided all necessary documents and information as may be required by the LLP to complete the identification process of the Investor;
2. the LLP shall have received the Contribution Amount from the Investor as per the terms of this Agreement;
3. the Investor shall have agreed to be bound by the LLP Agreement by executing the Deed of Adherence simultaneous with the execution of this Agreement;
4. the representations and warranties of the Investor being true and correct on the date hereof and on the Closing Date; and
5. no event shall have occurred or be continuing which has, or would reasonably be expected to have a Material Adverse Effect on either of the LLP or the Investor.

• CLOSING 

1. Within a period of 30 (thirty) Business Days from the date of fulfilment of the Conditions Precedent or such other date as may be decided by the Designated Partners (and informed in writing to the Investor), the LLP shall (and the Designated Partners shall procure that the LLP does) call and convene a meeting of Class A Partners to pass necessary resolution approving the admission of the Investor as Class B Partner in LLP and take such other actions as may be necessary in relation thereto.
2. The Parties hereby agree that the Conditions Precedent have not been fulfilled (unless waived in writing by the Party affected thereby) by the Long Stop Date, the LLP shall have right to terminate this Agreement by giving a written notice to the Investor without any obligation or liability under this Agreement. Upon termination of this Agreement pursuant to this Clause 4.2, the Investor shall be pay the LLP all costs and fee incurred by the LLP in relation to the transaction contemplated in this Agreement except where such termination is attributable to the acts or omissions of the LLP and/or the Designated Partners.
3. Within 30 (thirty) days from the date of Closing or such other timelines as may be prescribed under the Applicable Law, all intimations, declarations, consents, filings and compliances required to be filed and made in accordance with the Act shall be filed with the relevant registrar of companies.
4. Closing shall be deemed to have taken place on such date and time when the actions set out in Clause 4.1 have been completed ("Closing Date").

• INVESTOR COVENANTS

1. The Investor shall, at all times, abide by and be subject to terms and conditions set out in the LLP Agreement.
2. The exit rights of the Investor shall be governed by the LLP Agreement.
3. In the event the LLP requires any consent or approval of the Investor for any matter related to operation and management of the LLP, the Investor agrees, confirms and undertakes to provide such consent or approval and sign such documents as may be requested by the LLP forthwith and without any delay upon receipt of a request from the LLP to this effect.
4. Subject to the provisions of the LLP Agreement, the Investor shall not be entitled to vote or be deemed holder of voting rights for any purpose, nor will anything in this Agreement be construed to confer on the Investor, as such, any rights of a Class A Partner or rights to vote on any matter submitted to the Partners of the LLP, or to participate in the management of the LLP, or to claim share in profits or assets of the LLP, or to give or withhold consent to any corporate action or to receive notice of meetings (including Partners’ meetings). 
5. Subject to the provisions of the LLP Agreement, the Investor shall not, Transfer, directly or indirectly, any or all of his Class B Interest to any person for a period of 3 (three) years from the date of Closing or such higher period as may be prescribed under the LLP Agreement ("Investor Lock-in Period").
6. Upon expiry of the Investor Lock-in Period, the Investor shall be entitled to Transfer his (all and not less than all) Class B Interest in the manner and subject to the provisions of the LLP Agreement, provided that in case of such transfer pursuant to this Clause 5.6, the LLP and/or the other Partners shall not be required or obligated to (i) offer any warranties and/or indemnities, (ii) bear any cost/expenses related to such transfer and/or (iii) undertake any actions with a view to facilitate such transfer by the Investor.
7. The Investor bear the economic risk of investment in the LLP without any liability or obligation of the Designated Partners and/or other Partners and/or the LLP.
8. The Investor confirms and acknowledges that the Investor has had access to such information concerning the LLP as the Investor deems necessary to enable it to make an informed decision concerning the investing the Contribution Amount.

• REPRESENTATIONS AND WARRANTIES 

1. LLP hereby represents and warrants to the Investor as follows:
2. LLP is duly incorporated and validly existing under the laws of India;
3. LLP has the full power and authority to enter into, execute and deliver this Agreement and to perform its obligations and the transactions contemplated in this Agreement; and the execution and delivery of this Agreement and the performance of its obligations and the transactions contemplated hereunder has been duly authorised by all necessary corporate or other actions of LLP.
4. The Investor hereby represents and warrants to the LLP and other Parties as follows: 
5. the Investor has the legal capacity and competency to enter into, execute and deliver this Agreement and to perform his/her respective duties, obligations and responsibilities arising out of or created under this Agreement;
6. the Investor is entering into this Agreement on his/her own accord and has not been coerced or unduly influenced to enter into this Agreement;
7. this Agreement constitutes legal, valid and binding obligations, enforceable against him/her in accordance with the terms of this Agreement, and his/her obligations under this Agreement will be legally valid, binding and enforceable obligations against him/her in accordance with the terms of this Agreement;
8. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by the terms of any (A) Applicable Laws or (B) any covenant, contract, agreement, arrangement, understanding, to which he/she is a party or by which either he/she or any of his/her properties or assets are bound or affected;
9. he/she has obtained all authorisations which he/she is required to obtain and have in place in order to perform her obligations under this Agreement;
10. there are no investigations, assessments, proceedings or suits pending before, or threatened by, any Government Authority or Taxation Authority the outcome of which may:
11. result in the Agreement being in violation of any order, decree or judgment delivered in respect of such investigation, proceeding or suit, or
12. individually or in the aggregate result in any material impairment of her ability to perform any of her obligations under this Agreement;
13. he/she is a person resident in India in accordance with the provisions of the Foreign Exchange Management Act, 1999 and the rules & regulations made thereunder.
14. the Investor is investing the Contribution Amount on his own and not on behalf of or acting for any other person.
15. the Investor has provided the true and correct information and documents to the LLP for identification process and has not concealed any information which, if disclosed, could affect the decision of the LLP to admit the Investor as Class B Partner;
16. the Investor has such knowledge and experience in financial and business matters and that the Investor is capable of evaluating the merits and risks of the Capital Contribution, and the Investor is able to bear the economic risk related thereto; and
17. the Contribution Amount being invested the Partner is through legitimate sources only and does not involve/ is not designed for the purpose of contravention or evasion of any provisions, rules, regulations, statute, legislation, notifications, circulars or directions issued under any Applicable Laws including the provisions of Income-tax Act, 1961, Prevention of Money Laundering Act, 2002, or any other applicable laws enacted by the Government of India, Securities and Exchange Board of India or any other Government Authority from time to time.

• CONFIDENTIALITY

1. For the purposes of this clause the term "Confidential Information" shall in relation to a Party means any information (a) which has been marked as confidential; or (b) relating to such Party’s business, customers, financial or other affairs which is not publicly known, including without limitation, (i) commercial, business, technical and proprietary information, information regarding products / services and related documents, pricing methodology,  reports, manuals, data, research and development plan, business plan, strategies, budgets, forecasts, projection and any other financial data, (ii) data relating to employees, customers and suppliers, and (iii) all information, data relating to its intellectual property and intellectual property rights thereto.
2. Each Party shall, during the term of this Agreement and for a period of 5 (five) years from the date of expiry or termination of this Agreement, hold this Agreement and all Confidential Information obtained from or disclosed by the other Party in connection with this Agreement confidential and not to disclose this Agreement, or such Confidential Information to third parties without the prior written consent of the other Party. 
3. The confidentiality obligation set forth in Clause 7.2 above shall not apply if (a) the information being disclosed is or has become publicly known or known to third parties at the time of disclosure through no fault of the receiving Party; (b) the information was generated independently by the receiving Party before disclosure by the disclosing Party; (c) a disclosure is required pursuant to or under (i) any Applicable Law, or (ii) any order by any Governmental, statutory, regulatory, judicial or quasi-judicial authority, department, and/or tribunall; and/or (d) such disclosure is made to an affiliate or advisor of the receiving Party who has agreed to maintain the confidentiality of such information.

• INDEMNITY

The Investor  hereby unconditionally and irrevocably agrees to effectively and fully defend, hold harmless and indemnify (and keep indemnified), at all times on a continuing basis and on demand, the LLP and the Partners, officers, employees and agents of the LLP ("LLP Indemnified Parties") from and against any and all losses, in each case calculated on full indemnity basis, suffered or incurred by any of the LLP Indemnified Parties arising out of, or in connection with, or relating to, or as a result of, any, or a combination of any, of the following events:

1. any inaccuracy or breach of any of the warranties made by the Investor in this Agreement;
2. breach of any provision of this Agreement by the Investor; and/or
3. any Claim or Proceeding which arises as a result of any acts or omission or fraud or negligence or misconduct of the Investor.

• TERM AND TERMINATION

1. This Agreement shall be effective from the Execution Date and shall remain in effect unless terminated in accordance with the terms hereof.
2. This Agreement shall automatically terminate immediately upon occurrence of any of the following events: (a) if the Parties mutually agree to terminate the Agreement; and/or (b) the Closing does not occur by the Longstop Date for any reason whatsoever. 
3. Notwithstanding the above, Clause 7 (Confidentiality), Clause 8 (Indemnity), Clause 9.3, Clause 11 (Notices), Clause 10 (Dispute Resolution and Governing Law), and Clause 12.5 (Costs) shall survive the termination of this Agreement. Any provision and obligation of the Parties relating to, or governing their acts, which expressly or by its nature survives such termination, shall be enforceable with full force and effect notwithstanding such termination, until it is satisfied or by its nature expires.

• DISPUTE RESOLUTION AND GOVERNING LAW 

1. This Agreement and any dispute or controversy of whatever nature arising out of or in any way relating to this Agreement will be governed by and construed in accordance with the Laws of India.
2. Each Party irrevocably agrees that the courts of Mumbai shall have exclusive jurisdiction to hear, decide or settle any disputes and for these purposes, each Party irrevocably submits to the jurisdiction of the courts of Mumbai.

• 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) hand delivery duly acknowledged; or (ii) sent by registered post with acknowledgment due; or (iii) by email at the address of such other Party.

• MISCELLANEOUS

1. Amendments: Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Parties.
2. Severability: In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. 
3. This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument and it shall be considered as executed on all the parties signing to it. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (".pdf") shall be as effective as signing and delivering the counterpart in person.
4. Waivers and remedies: No failure or delay by the Parties in exercising any right or remedy provided by Applicable Law under or pursuant to this Agreement shall impair such right or remedy be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under the Applicable Law.
5. Costs: Subject to the provisions of Clause 4.2, each Party shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement. Further, the Parties agree that the cost for stamping of this Agreement shall be borne by the LLP and the Investor equally.
6. Assignment: The Investor shall not be entitled to, nor shall it purport to, assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, in whole or in part. 

(Signature page follows)

EXECUTION PAGE

IN WITNESS whereof this Agreement has been executed on the date first above written.

Signatories

THIS AGREEMENT has been signed in 2 (two) counterparts, which is as many counterparts as the number of Parties to it, and each Party acknowledges receipt of one such counterpart.

For and on behalf of ZELUS CONSULTING LLP	___________________ (Authorised signatory) Name : Designation:
By INVESTOR on his own behalf	___________________
BY DESIGNATED PARTNERS ON BEHALF OF ALL THE EXISTING PARTNERS OF LLP
___________________ Name: Rohit Banthia	___________________ Name: Ronak Bothra

 

SCHEDULE 1

LIST OF PARTNERS

S. No.	Name of Partner	Permanent Address
	Mr. Rohit Banthia	A - 301, Shardha - 3, Thakur Complex, Kandivali East, Mumbai, Mumbai Suburban, Maharashtra – 400101
	Mrs. Ronak Bothra	New Lane, Near Bothra Girls School, Bothra Chowk, Bikaner, Rajasthan – 334401

 

 

• (hereinafter referred to as the "Investor", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his successors, authorized representatives and permitted assigns;

AND

• Zelus Consulting LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 with LLP Identification Number AAA-4939 and having its registered address at Flat No. 602, Wing A, Gayatri Darshan, Thakur Complex, Near Suruchi Restaurant, Kandivali (E), Mumbai-400101, Maharashtra, India (hereinafter referred to as the "LLP", which expression shall unless it be repugnant to the subject or context thereof, include its successors and assigns);

AND

• Mr. Rohit Banthia (DPIN: 06819117), son of Sh. Nemchand Banthia aged about 37 years, having permanent account number AJCPB2266Q and presently residing at A-301, Shardha-3, Thakur Complex, Kandivali East, Mumbai, Mumbai Suburban, Maharashtra- 400101 (hereinafter referred to as the "Designated Partner 1", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his successors, authorized representatives and permitted assigns;

AND

• Mrs. Ronak Bothra (DPIN: 09722473), daughter of Shri Dev Chand Bothra, aged about 35 years, having permanent account number AVEPB6501A and presently residing at New Lane, near Bothra Girls School, Bothra Chowk, Bikaner, Rajasthan- 334401 (hereinafter referred to as the "Designated Partner 2", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include her successors, authorized representatives and permitted assigns.

Designated Partner 1 and Designated Partner 2 shall collectively be referred to as "Designated Partners". The Designated Partners are executing this Deed on behalf of all the Partners.

The LLP, the Investor, Designated Partner 1 and Designated Partner 2 shall collectively be referred to as the "Parties" and individually as "Party".

WHEREAS

1. The Investor has agreed to
   (i) invest the Contribution Amount (as defined in the Contribution Agreement) in the LLP as per the contribution agreement executed between the LLP and the Investor on or about the date hereof ("Contribution Agreement"),
   

1. By the terms of the LLP Agreement, it is a condition precedent to become a Partner that the incoming Partner executes this Deed.
2. The Investor has agreed to execute this Deed and to be bound by the terms of the LLP Agreement as if he were an original Partner.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. Capitalized terms used but not defined herein shall have the meanings set forth to such terms in the LLP Agreement.
2. The Investor hereby represents to the LLP and the Partners as follows:
3. The Investor has full capability to execute and deliver this Deed and/or the LLP Agreement and to perform all of the duties, obligations and responsibilities of the Investor arising or created under this Deed and/or the LLP Agreement. 
4. The Investor has taken all necessary actions to authorize the execution, delivery and performance of this Deed and/or the LLP Agreement (as applicable).
5. This Deed, when executed and delivered by the Investor, shall constitute valid and legally binding obligations of the Investor enforceable against the Investor by any of the parties, persons and LLP in whose favour and for whose benefit this Deed is executed.
6. the execution, delivery and performance of this Deed and/or the LLP Agreement by the Investor will not: conflict with, result in a breach of or any claim by a third party against the Investor; or conflict with, result in a breach of or default under any applicable law, or any order, writ, injunction or decree of any court or governmental authority, or any agreement, arrangement or understanding, written or oral, to which the Investor is a party or by which the Investor or any of its assets are bound.
7. The obligations of the Investor set out under this Deed and/or the LLP Agreement are not in conflict with any existing obligation under any agreement or understanding with any third party.
8. The Investor confirms that the Investor has read and understood the terms of the LLP Agreement and has agreed to abide by all the terms and conditions as set out in the LLP Agreement as if he were a Partner. 
9. The Investor agrees to observe, perform and be bound by all of the provisions of the LLP Agreement in all respects as if the Investor had been an original Party to such LLP Agreement and was named in the LLP Agreement.
10. Schedule I and Schedule II of the LLP Agreement may be amended suitably to give effect to this Deed. 
11. This Deed shall be governed by and interpreted in accordance with the LLP Agreement. Non-contractual obligations (if any) arising out of or in connection with this Deed shall be governed by laws of India.

(Signature page follows)

 

EXECUTION PAGE

IN WITNESS whereof this Deed has been executed on the date first above written.

Signatories

For and on behalf of ZELUS CONSULTING LLP	___________________ (Authorised signatory) Name : Designation:
By INVESTOR on his own behalf	___________________

 

BY DESIGNATED PARTNERS ON BEHALF OF ALL THE EXISTING PARTNERS OF LLP
___________________ Name: Rohit Banthia	___________________ Name: Ronak Bothra