Exhibit 10.11


 


Agreement
for Subscription of Debentures 


 


THIS
AGREEMENT TO SUBSCRIBE (hereinafter referred to as this “AGREEMENT”) is made this 30th day of December 2020 in
Mumbai and entered into:


BY
AND BETWEEN:


 


Lytus
Technologies Private Limited, incorporated under the Companies Act, 1956 and having its registered office at A-21, 1st floor, Ghanshyam
Industrial Estate, Off. Veera Desai Road, Andheri West Mumbai 400053, (hereinafter referred to as the “Lytus” or “the
Company” which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and assigns),
of the First Part


 


AND


 


Veeta
Legal Services Private Limited, incorporated under the Companies Act, 1956 and having its registered office at 7, Raheja Centre,
Ground Floor, 214 Free Press Journal Marg, Nariman Point Mumbai Maharashtra 400021, (hereinafter referred to as the “Veeta Legal”
which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and assigns), of the Other
Part.


 


RECITALS:


 


		A.	The
                                            Company is a wholly owned subsidiary of Lytus Technologies Holdings PTV Ltd. whose enterprise
                                            valuation is currently estimated at US$ 500 million.



		B.	The
                                            Company is in need of certain financial assistance and Veeta Legal has agreed to provide
                                            such funding to the Company



		C.	Accordingly,
                                            the Company has agreed to allot and issue Secured Non-Convertible Redeemable Debentures to
                                            Veeta Legal, which has agreed to subscribe for on the terms and conditions set out in this
                                            Agreement.



		D.	It
                                            is agreed and decided by the Board of Directors that on receipt of INR 240,00,00,000, Lytus
                                            shall issue Redeemable Debentures in the name of Veeta Legal in accordance with all the applicable
                                            provisions of the Companies Act, 2013.



 


		E.	The
                                            Parties hereby record the terms and conditions of their mutual understandings in respect
                                            of this Transaction.



 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	1

 


     


    

 


NOW
THEREFORE THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:


 


		1	INTERPRETATION



 


In
this Agreement, including its Schedules, the headings shall not affect its interpretation and, unless the context otherwise requires:


 


		1.1	Definitions



 


“Act”
means the Companies Act, 2013 of India and any statutory amendment or modification thereto;


 


“Business
Day” means a day on which banks are open for business in India,.


 


“Initial
Completion” means the completion of the subscription for the New Debentures;


 


“Initial
Completion Date” has the meaning set out as issue date and registered date of Debentures;


 


“Veeta
Legal Warranties” means the warranties and representations.


 


“New
Debentures” means the Redeemable Debentures to be issued by the Lytus and allotted to the Veeta Legal as referred to in Clause
2.1;


 


“Promoters
& Lytus Warranties” means the warranties and representations;


 


“Regulatory
Authority” means, with respect to any entity, any court, department, authority, body, agency, having governmental or regulatory
authority or powers or arbitrator having jurisdiction over any of the foregoing;


 


“Rs.”
means Rupees, the lawful currency of India;


 


“Transaction
Documents” means this Agreement, the Debenture Holders Agreement and any documents referred to or contemplated by such agreements
and a “Transaction Document” shall mean any of them.


 


“Warrantors”
means the Promoters and the Lytus.


 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	2

 


     


    

 


1.2       Headings
are used for convenience only and shall not affect the interpretation of this Agreement.


 


1.3
       Unless the context specifies otherwise, reference to the singular includes a reference to the
plural and vice versa.


 


1.4       Reference
to any person includes any legal or natural person, partnership, firm, trust, government or local authority, department or other body
(whether corporate or incorporate).


 


1.5       Words
and expressions defined in the Companies Act, 1956 shall, (unless the context specifies otherwise), have the same meaning in this Agreement.


 


1.6       Reference
to certified copy or certified true copy shall mean in relation to any document or agreement certified by a director or the Lytus secretary
of the party concerned as being a true copy thereof.


 


1.7       Reference
to the expression “to the best of a Party’s knowledge and belief” shall be construed to mean that the relevant party
has made best possible enquiry in forming such belief.


 


1.8       References
to any enactment are to be construed as referring also to any amendment or re-enactment (whether before or after the date of this Agreement),
any previous enactment which such enactment has replaced (with or without amendment) and to any subordinate legislation regulation or
order made under it.


 


1.9       Reference
to any statute or regulation made using a commonly used abbreviation, shall be construed as a reference to the short title of the statute
or full title of the regulation.


 


1.10       Words
and expressions not defined herein shall have the same meaning as assigned to them under the Business Transfer Agreement.


 


		2.	REDEEMABLE
                                            DEBENTURES



 


2.1       Secured
Non-convertible Redeemable Debentures


 


The
Company agrees to issue to Veeta Legal on private placement basis and Veeta Legal agrees to subscriber to the Company’s proposed
issue of Debentures of the nominal value of Rs. 240 crores on the terms and conditions herein set forth and to the extent mentioned hereinbefore
and subsequently the company will make the allotment of said Debentures.


 


Upon
the request of the Company, subject to the terms and conditions (including Condition Precedents) set out in this Agreement, Veeta Legal
shall subscribe to 2,40,00,000 units (two crores and forty lakh units) of Redeemable Debentures of the face value of Rs. 100 each aggregating
to a total of Rs. 240,00,00,000 (Rupees Two Forty Crores only) on the terms and conditions recorded hereinafter, in accordance with the
Companies Act, 2013 and other regulatory laws as applicable.


 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	3

 


     


    

 


The
aforesaid to-be subscribed number of Debentures shall have the redemption value of INR 345 crores at the end of 12 months, as per the
terms as discussed below. The redemption amount shall be paid within the period of 45 days from the above date, unless the Company extends
the period for another 4 years, in accordance with the Companies Act, 2013 and other regulatory laws as applicable.


 


The
Debentures together with interest shall be secured by the cash collateral arising from cable service to subscriber base, originally belonging
to project companies (initial project companies’ subscriber base).


 


2.2       Payment
of Subscription Moneys


 


The
subscription amount shall be invested in the Company, by way of subscription to the Debentures issued by the Company.


 


3.
       CONDITIONS PRECEDENT


 


		1.	The
                                            Company shall call for the subscription on the basis of this agreement through its written
                                            confirmation. On receiving the said confirmation, Veeta Legal shall subscribe to Debentures
                                            of the Company.



 


		2.	Veeta
                                            Legal is aware of the structure of the Company, its business and its funding requirements.
                                            It further understands that there is no personal obligation of the Company, or its management
                                            or its promoters, except to the extent of the agreed arrangement.



 


		3.	To
                                            pass necessary authority by way of Board Resolutions/Members Resolutions to raise funds through
                                            issue of aforesaid Redeemable Debentures, along with the necessary terms.



 


		4.	To
                                            comply all other necessary provisions of the Companies Act, 2013 read with the Rules made
                                            thereunder.



 


		5.	To
                                            obtain keyman insurance and / or such other instrument of key executives within a period
                                            of 30 days from subscription of Debentures.



 


		4.	INITIAL
COMPLETION



 


		4.1	Date
and Place



 


Initial
Completion, whether wholly or in part, shall take place no later than 25 January 2021 or at such other place or on such other date as
may be agreed between the parties (the “Initial Completion Date”).


 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	4

 


     


    

 


		4.4	Other
terms



 


		1.	Tenure:
                                            The tenure of aforesaid Redeemable Debentures shall be 12 months from the date of allotment
                                            of said Debentures, with an option to extend the period by another 4 years (aggregate period
                                            of 5 years) :-



 


		●	the
                                            Debentures shall be redeemed at a value of INR 345 crores, with an assumed principal amount
                                            of INR 300 crores and accumulated interest of INR 45 crores) at the end of 12 months from
                                            the issue date.



 


		●	The
                                            redeemed amount shall be paid within the period of 45 days from the above due date, unless
                                            the period is extended for another 4 years, where which the revised redemption value shall
                                            be INR 345 crores plus an additional simple interest of 15% per annum on the revised principal
                                            amount of INR 300 crores starting from the revised principal date.



 


		2.	Debenture
                                            certificate



 


The
Company shall issue Debenture Certificate/s to the Debenture Holder/s after making necessary compliance to the provisions under the applicable
the Companies Act, 2013 read with the related rules.


 


		7	OTHER
PROVISIONS



 


		7.1	Confidentiality



 


Each
Party agrees with other Party that it shall not and it shall ensure that none of its officers, directors, employees, and agents discloses,
to any third party, unless the other Parties shall have in writing consented in advance to such disclosure or unless otherwise as may
be required by applicable law and, in such case, only to the extent of such consent or requirement:


 


		(i)	any
                                            proprietary information including, inter alia, any information developed wholly or partially
                                            in connection with the business and affairs of the Company (including trade secrets and information
                                            of commercial value) or for or with the assistance of the Company pursuant to this Agreement;



 


		(ii)	any
                                            other information used by the Company in the conduct of its business or affairs, of which
                                            the disclosure to or use by any third party might adversely affect the Company’s business
                                            or affairs;



 


		(iii)	any
                                            financial or other information relating to the Company, which information is not readily
                                            available to the public;



 


		(iv)	negotiations
                                            with respect to this Agreement or any related document; or



 


		(v)	any
                                            communications between any of the parties and all information and other materials supplied
                                            to or received by any of them from the others which is either marked “confidential”
                                            or is by its nature intended to be for the knowledge of the recipient alone.



 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	5

 


     


    

 


		7.4	Assignment



 


Except
as otherwise expressly provided in this Agreement, neither the Veeta Legal, nor the Company may, without the prior written consent of
the others, assign the benefit of this Agreement in whole or in part.


 


		7.5	Variation



 


No
variation of this Agreement shall be effective unless in writing and signed by or by a duly authorised representative of either party
on behalf of each of the parties to this Agreement.


 


		7.6	Time
of the Essence



 


Any
time, date or period referred to in any provision of this Agreement may be extended by mutual agreement between the parties but as regards
any time, date or period originally fixed or any time, date or period so extended time shall be of the essence.


 


		7.8	No
Partnership or Agency



 


Nothing
in this Agreement shall be deemed to constitute a partnership between the parties hereto nor constitute any party the agent of another
party for any purpose.


 


		7.9	Notices



 


Any
demand, notice or other communication (hereinafter in this Clause 7.9 referred to as a “Notice”) to be given in connection
with this Agreement shall be in writing and shall be delivered personally or sent by facsimile to the Parties at the following addresses
(or at such other address facsimile number or individual for a Party as may be designated by Notice by such Party to the others):


 


		7.9.1	if
                                            to the Veeta Legal addressed as follows:



 


For
the Attention of: Atul Gupta


Email:
atulguptaji@gmail.com


 


		7.9.2	If
to the Company addressed as follows:



 


For
the Attention of: Jagjit Singh Kohli


Email:
jagjit@lytuscorp.com


 


Any
Notice shall be deemed to have been given and received on the day it is actually received.


 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	6

 


     


    

 


		7.10	Severability



 


The
illegality, invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, under the law of any jurisdiction
shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability
of any other provision or part.


 


		7.11	Counterparts



 


This
Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, but
all the counterparts shall together constitute one and the same instrument.


 


		7.12	Force
Majeure



 


Should
any of the Parties to the Agreement be prevented from performing or executing its covenants under the Agreement (the “Covenants”)
by force majeure, such as Acts of State, earthquake, typhoon, flood, fire and war, pandemic, and other unforeseen events which are beyond
the reasonable control of any such Party and their happening and consequences are unforeseen and unavoidable, the prevented Party shall
notify the other Party in writing without any delay, and within 15 days thereafter provide detailed information of the events and a valid
document giving the reason for its inability to perform or execute the Covenants or for delay in the performance or execution of all
or part of the Covenants or to exempt the Party of any obligation for implementation of the Agreement or to delay the performance or
execution of the Covenants, according to the effects of the events thereon. If such events subsist for a period of 6 (six) months from
the date of the notice, either Party shall have a right to terminate the Agreement forthwith by giving a written notice to the other
Party.


 


		8.	ARBITRATION:



 


		8.1	Any
                                            and all disputes or differences arising under this Agreement, including questions as to interpretation
                                            thereof, between all or any of the Parties to this Agreement, shall be resolved by reference
                                            to arbitration by a sole arbitrator to be mutually appointed by the disputing Parties, as
                                            per the Arbitration and Conciliation Act, 1996 as amended or substituted from time to time.



 


		8.2.	The
venue for arbitration shall be Mumbai and no other place.



 


		8.3.	The
language of the arbitration shall be English.



 


		8.4.	The
                                            award rendered by the Arbitrator shall be in writing and shall set out the reasons for the
                                            arbitrator’s decision. The award shall allocate or apportion the costs of the arbitration
                                            as the arbitrator deems fair.



 






    
	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	7

 


     


    

 


		8.5.	The
                                            Parties agree that the arbitration award shall be final and binding on the Parties.



 


		9.	GOVERNING
LAW:



 


		9.1	This
Agreement shall be governed by the laws of India.



 


		9.2	Subject
                                            to arbitration in accordance with Clause 8, the courts in Mumbai shall have exclusive jurisdiction
                                            in respect of any and all disputes or differences arising, at any given point in time, under
                                            this Agreement.



 


IN
WITNESS WHEREOF, THIS AGREEMENT HAS BEEN SIGNED BY ALL THE PARTIES AS OF THE DATE FIRST HEREINABOVE WRITTEN.


 


SIGNED
SEALED AND DELIVERED


by
the withinnamed “Lytus”


Through
the hands of its Authorised Representative


For
Lytus Technologies Private Limited


Through
the hands of its Authorised Representative


 


	Name: 	/s/
                                            Jagjit Singh Kohli	 
	 	 	 
	Date:	30
                                            December, 2020	 



 


in
the presence of witness:


 


		1)	Name:
                                            ___________________________



 


		2)	Name:
                                            ___________________________



 


SIGNED
SEALED AND DELIVERED


by
the withinnamed “Veeta Legal”


 


Veeta
Legal Services Private Limited


Through
the hands of its Authorised Representative


 


	Name: 	/s/
                                            Atul Kumar Gupta	 
	 	 	 
	Date:	30
                                            December, 2020	 



 


in
the presence of witness:


 


		1)	Name:
                                            _____________________________



 


		2)	Name:
                                            _____________________________



 


 


 





	LYTUS TECHNOLOGIES PRIVATE LIMITED	VEETA LEGAL SERVICES PRIVATE LIMITED
	8