Exhibit 10.4


 


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,
read with the subsequent agreements and pre-condition waiver, 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.


 


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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