Exhibit
10.5


 


SECONDARY
SUPPLEMENTAL AGREEMENT


 


THIS
SECOND SUPPLEMENTAL AGREEMENT is made at Mumbai this 30th June 2020


 


BETWEEN


 


LYTUS
TECHNOLOGIES PRIVATE LIMITED, a company incorporated in India under the provisions of the Indian Companies Act, 2013, having its
registered office at A-21, 1st Floor, Ghanshyam Industrial Estate, Off Veera Desai Road, Andheri West, Mumbai - 400053 hereinafter
referred to as “Lytus” or “Buyer” (which expression shall unless repugnant to the context or meaning
thereof be deemed to mean and include its, executors and administrators, and assigns);


 


AND


 


REACHNET
CABLE SERVICES PRIVATE LIMITED, a company incorporated in India under the provisions of the Indian Companies Act, 2013,
having its registered office at Crescent Towers, 1st Floor, 229, A.J.C Bose Road, Kolkatta 700 020 hereinafter referred to
as “Reachnet” or “Seller” (which expression shall unless repugnant to the context or
meaning thereof be deemed to mean and include its, executors and administrators, and assigns).


 


WHEREAS


 


The
parties hereto have already entered into agreements, namely, Agreement to Acquire Customer Lists dated 20 June 2019 and Supplemental
Agreement dated 6 December 2019, in respect of acquisition of subscriber base and its corresponding revenue from 1 April 2019.
However, the same was subject to pre-conditions to be satisfied prior to 31 March 2020.


 


On
26 March 2020, the parties hereto have come to an understanding to waive the pre-conditions. This waiver is integral and operative
part of this agreement as if the same is assumed and incorporated therein in verbatim  as and from 26 March 2020.


 


The
payment schedule for payment of INR 375 crores in the above agreements was payable in tranches: first 60% payable by 31 July 2020,
second 20% payable by 30 June 2021 and the remaining 20% payable by 30 June 2022.


 


On
account of the COVID pandemic situation prevalent in the country, the parties have agreed to modify the payment terms
mentioned in the above agreement dated 20 June 2019, real with the subsequent agreements and pre-condition waver, which they
wish to record as under.


 






     


     


    

 


NOW
THIS SUPPLEMENTAL AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:


 


		1.	The
                                         recitals contained above form an integral and operative part of this agreement as if the
                                         same are incorporate herein in verbatim.



 


		2.	On account of the
                                                                                                                                                                   COVID 19 pandemic crisis, and with the lockdown currently being extended in the State of Maharashtra, and more particularly,
                                                                                                                                                                   in Mumbai, the Seller and the Buyer hereby agree to extend the payment deadlines for the payment of INR 375 crores under the
                                                                                                                                                                   contract as under:



 


		a.	First 25% of the
                                                                                                                                                                 total amount would be payable on 31 July 2020, or at a mutually agreeable date upon the ending of the COVID 19 lockdown
                                                                                                                                                                 restrictions.



 


		b.	Second
                                         25% of the total amount would be payable at a mutually agreeable date, but no later than
                                         31 March 2021.



 


		c.	Third
                                         25% of the total amount would be payable at a mutually agreeable date, but no later than
                                         31 March 2022.



 


		d.	Remaining
                                         25% of the total amount would be payable at a mutually agreeable date, but no later than
                                         31 March 2023.



 


Apart
from the above modification of the payment terms, all the other terms and conditions of the above-mentioned agreements
shall be valid and subsisting.


 






    2


     


    

 


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


 


	SIGNED & DELIVERED
    by the within	)	 
	named
    Lytus Technologies	)	 
	 	 	
	Pvt. Ltd by
    its Director Mr. Nimish Pandya	)	 
	Pursuant to a Board Resolution dated	 	 
	30th June 2020	)	 
	 	)	 
	 	 	 
	SIGNED
    & DELIVERED by the within

    named Reachnet Cable Services

    Private Limited 

    by its Director Mr. Aravindan Nair

    pursuant to Board Resolution dated

    30th June 2020	)

    )

    )

    )



    )	



 


 


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