Exhibit 10.8


 


ASSIGNMENT OF CONTRACT


 


This Assignment of Contract (the “Assignment”)
is effective as of 20th March, 2020 (the “Effective Date”) by and between Lituus Technologies Limited
(Reg. No. 2015767), a company incorporated in the British Virgin Islands, having its registered office at 4th floor, RJT Edifice,
Waterfront Drive, P.O. Box. 260, Road Town, Tortola, British Virgin Islands, VG 1110, hereinafter referred to as “Lituus”
through its Director Mr. Dharmesh Gulabrai Pandya residing at 5011 Gate Parkway, Building No.100, Suit No. 100, Jacksonville,
Florida 32256, United States of America (which expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its, executors and administrators, and assigns) (“Assignor”) and;


 


Lytus Technologies Holdings Ptv. Ltd.
(Reg. No. 2033207) having its principal place of business at 2nd Floor, 116 Main Street, Road Town, Tortola, British Virgin
Islands hereinafter referred to as “Lytus” through its Director Mr. Dharmesh Gulabrai Pandya residing at 5011 Gate
Parkway, Building No.100, Suit No. 100, Jacksonville, Florida 32256, United States of America (which expression shall unless repugnant
to the context or meaning thereof be deemed to mean and include its, executors and administrators, and assigns) (“Assignee”).


 


The above-referenced parties may be collectively referred to
herein as the “Parties.”


 






     


     


    

 


WHEREAS, Assignor and (1) Ravi
Gupta, (2) Nirlep Kumar and (3) DDC CATV NETWORK PRIVATE LTD., are parties in the Share Purchase Agreement dated 21st
February 2020 and Share Subscription Agreement dated 21st February 2020 (hereinafter collectively referred to as ‘the
Contracts’); and


 


WHEREAS, Assignor desires to assign
and Assignee desires to receive by assignment all of Assignor’s rights and obligations under the Contracts;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:


 


ASSIGNMENT: Assignor hereby
assigns to Assignee all of its interests, rights and title held by Assignor in and to the Contracts.


 


ASSUMPTION OF OBLIGATIONS:
Assignee acknowledges the receipt of a copy of the Contracts. As of the date of this Assignment, Assignee hereby assumes all of
Assignor’s interests, rights, duties and obligations remaining in the Contracts. As of the date of this Assignment, Assignee
agrees to comply with all the terms, make all payments, and perform all conditions and covenants in the Contracts as if Assignee
were an original party therein.


 


ASSIGNOR’S REPRESENTATIONS:
Assignor warrants that the Contracts are in full force and effect and fully assignable or may be assigned with consent of Confirming
Party. Assignor further warrants that the contract rights transferred in this Assignment are free of lien, encumbrance or adverse
claim.


 


BINDING EFFECT: The covenants
and conditions contained in the Assignment shall apply to and bind the Parties and their successors and permitted assigns.


 






     


     


    

 


DISPUTE RESOLUTION AND
GOVERNING LAW: Any dispute or difference whatsoever arising between the parties hereto out of or relating to these
presents, or its construction, meaning, scope, implementation and operation or effect, or the validity or breach thereof
shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (as amended from time to time). The place
of Arbitration shall be New Delhi alone. The arbitration shall be conducted by a sole arbitrator. The award shall be final
and binding on the parties. This provision has been expressly agreed upon by the parties hereto, with a view to ensure that
substantial justice is done to the parties, without loss of time, and with a view to avoid time consuming litigations in
courts of law. Subject to this clause of Arbitration, only the Courts in New Delhi alone shall have exclusive jurisdiction
over any disputes arising from this Agreement.


 


WAIVER: The failure of either
Party to enforce any provisions of this Assignment shall not be deemed a waiver or limitation of that Party’s right to subsequently
enforce and compel strict compliance with every provision of this Assignment.


 


COUNTERPARTS: This Assignment
may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same document. In the event that any signature hereof is delivered by e-mail as an attached, scanned document, such
signature shall create a valid and binding of the Parties executing the same with the same force and effect as if such e-mailed
signature page were an original thereof.


 


IN WITNESS WHEREOF the Parties hereto
have hereunto subscribed their respective hands at Delhi, on the day and year first mentioned hereinabove.


 


	SIGNED & DELIVERED by
    the within	)	 
	named Assignor Lituus Technologies	)	 
	 	 	
	Limited by its Director	)	 
	Mr. Dharmesh Pandya	)	 
	pursuant to a Board Resolution dated	 	 
	20th March 2020	)	 
	in the presence of:	)	 
	 	)	 
	 	)	 
	 	)	 




 






     


     


    

 
	SIGNED & DELIVERED by the
    within





named Assignee Lytus Technologies	)





)	
	Holdings Ptv. Ltd. by its Director	)	 
	Mr. Dharmesh Pandya	)	 
	pursuant to a Board Resolution dated	 	 
	20th March, 2020	)	 
	in the presence of:	)	 
	 	)	 
	 	)