Exhibit 10.8


 


Private &
Confidential


 


JOINT
VENTURE AND SHAREHOLDERS’ AGREEMENT


 


BETWEEN


 


Firefly e-Ventures Limited, a company duly incorporated
and existing under the Companies Act, 1956 (“Companies Act”),  having its registered office at 18-20, Kasturba Gandhi
Marg, New Delhi — 110 001, hereinafter: “FEVL”  which
expression shall, unless repugnant to the context or meaning thereof, be deemed
to mean and include its successors and permitted assigns, on the one side


 


AND


 


VELTI PLC., a company duly incorporated
under the laws of England and Wales (company reg. number 5552480), with its
registered office at 2, Paris Garden, Bastille Court, 4th floor, London, SE1 8ND, UK, hereinafter: “VELTI”  which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and
include its successors and permitted assigns, on the
other side


 


This
joint venture and shareholders’ agreement (“Agreement”)  is made by and between FEVL and VELTI,  herein after
collectively referred to as the “Shareholders”,  or the “Parties” (and “Shareholder”  or “Party”  means any one of them), for
the purpose of setting up a Joint Venture Company in India.


 


WHEREAS FEVL is engaged, inter alia, in
the business of dissemination of news, knowledge and information of general
interest, running of job portal & social networking web-site through
the Internet, various other web based services.


 


WHEREAS VELTI is a world leader in
delivering mobile marketing and mobile advertising technologies for a plethora
of companies including mobile operators, advertising agencies, brands and media
groups.


 





 

















 


WHEREAS FEVL and VELTI have had discussions
concerning the possibility of establishing a Joint Venture Company in India for
carrying of B2B Business;


 


WHEREAS the Parties are desirous of
forming a joint venture (the “Venture”)
through the incorporation of the Company (as defined below)
under the laws of India for the purposes set forth herein and are desirous of
fixing and defining between themselves their respective responsibilities,
interests, and liabilities in connection with the performance of the Venture
and their joint management of the Company.


 


Whereas
both parties have signed this JV agreement in their respective legal entities
but are fully open to replacing the current legal entity with another legal
entity, as may be advised to them on or before the formation of the Joint
Venture Company (as defined below), as long as the substitute legal entity is a
‘Affiliate’ of the respective equity.


 


NOW, THEREFORE, in consideration of the mutual
covenants and promises herein contained, the Parties, intending to be legally
bound, covenant, agree and certify as follows:


 


1.             FORMATION,
PURPOSE, NAME, AND PRINCIPAL PLACE OF BUSINESS


 


1.1          Formation
and Purpose


 


(a)           The Shareholders agree to pursue the Venture under
the laws of India in order to establish/conduct the business as defined below
(the “Business”)  and all other activities related to
and/or necessary in the context of the Business:-


 

















 


(i)    The Venture endeavours to conduct business in field
of mobile/wireless communication providing Business to Business (B2B) solutions
in the areas defined below:


 


i.         Mobile marketing solutions
for brands;


ii.           Mobile / wireless
communication solution for enterprise/s; and


iii.            Value Added Service ((1) Large scale competition
where the Company shall underwrite the set-up charges etc) and platform
solutions (MCD, MMP etc) for mobile network/service providers


 


For
the sake of clarity “B2B Business”
means:


 


·      Where a
consumer brand requires a mobile campaign from any of the affiliates of FEVL;
such business shall be diverted to the Company (as defined below) and Company
shall receive 100% of that mobile revenue;


·      Where a
consumer brand requires a composite campaign from any of the affiliates of
FEVL; mobile campaign component shall be diverted to the Company and Company
shall receive 100% of the mobile portion of the revenue attributed to mobile;
and


·      Where a
consumer brand is contracted by the Company, Company shall receive 100% of the
revenue including the revenue from any mobile element of the campaign that uses
channels of any of the affiliates of the FEVL.


 


Any
other mobile related Business not stated above, will be considered as B2C
(Business to Consumer) Business.


 


The
Parties shall comply with the provisions of this Agreement and shall exercise
their respective rights and powers, including as shareholders of the Company,
in accordance with and so as to give effect to this Agreement.


 






(1)
In Velti’s Large Scale Competition offering, Velti and its partners usually
underwrites all the cost or set-up to minimise risk to
the customer. These costs include items such as Prizes, Operator costs, Media
costs, Ad production, Local Taxes and other agreed costs.


 

















 


(b)           The Venture shall be organized in the form of a
Public Limited Company (the “Company”)
incorporated under the provisions of the Companies Act. The
Shareholders shall make best efforts to incorporate the Company as quickly as
possible. All the cost incurred by either of the Parties in relation to the
incorporation of the Company shall be reimbursed by the Company to such Party
post its incorporation. FEVL and VELTI, through themselves and their respective
nominees (who may be appointed for the purpose of satisfying the requirements
of the Companies Act in relation to the minimum number of shareholders in a
public limited company in India), shall hold 65% and 35% respectively in the
equity share capital of the Company. Any other expenditure (as may be agreed
between the parties in writing), incurred by either of the parties solely for
the purpose of the Company, post incorporation but before the commencement of
business will be reimbursed by the Company to the respective parties.


 


(c)           The Parties shall procure within ninety (90) days
from the Effective Date (i.e. the date both Parties have signed this agreement)
of this agreement, the Memorandum and Articles of Association (“Charter
Documents”) in the form that they reflect the provisions of this agreement in
the best possible manner. Notwithstanding that the Charter Documents may not give
full  effect to this
Agreement, each Party shall nevertheless be bound by the terms of this
Agreement enforceable as personal obligations binding on each Party. Further, if,
and to the extent that the Charter Documents do not incorporate the terms and
conditions of this Agreement, such omission shall not constitute a waiver of
all or any such terms or conditions of this Agreement.


 


(d)           As between the Parties, in the event of any
conflicts between the provisions of this Agreement and the Charter Documents,
the provisions in this Agreement shall prevail and the Shareholders shall
exercise their voting rights in the Board (as hereinafter defined) and at
general meetings of the Company to


 

















 


give
effect to the provisions of this Agreement, including by amending the Charter
Documents.


 


(e)           The Shareholders shall execute such applications and
any documents as may be required by the laws of India or of any other state in
order for the Company to operate its Business and shall do all other acts and
things requisite for the continuation of the Venture as a joint
venture pursuant to applicable law.


 


1.2          Name


 


(a)           The Parties shall use their best efforts to procure
that the name under which the Company shall be incorporated is: “HT Mobile
Ltd.” or any other name as may be agreed between the parties subject to
approval of the Registrar of Companies, NCT of Delhi and Haryana, New Delhi and
undertake to furnish no-objection letters for the use of their respective names
in the proposed name of the Company.


 


(b)           FEVL and VELTI shall always remain the sole
owner/proprietor of their respective brand names and, subject to agreement
between the Parties, the Company shall not in any manner have any right to use
the brand names of a Shareholder if such Shareholder’s equity participation in
the Company is reduced below twenty per cent [20%] of the paid up equity share
capital of the Company.


 


1.3          Principal place of business


 


The
Company initially shall have its registered office and principal place of
business at New Delhi.


 

















 


2.           TERM OF THE
VENTURE


 


This
Agreement shall become effective as of the date hereof and shall continue to
remain in effect until terminated in accordance with its provisions.


 


3.           REPRESENTATION
AND WARRANTIES OF SHAREHOLDERS


 


3.1         Each of VELTI and FEVL
represents and warrants individually to each other that:


 


(a)           it is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation;


 


(b)           neither the execution or delivery of the Agreement,
nor the consummation of the transactions contemplated herein, will conflict
with or result in a breach of, or give rise to a right of termination of, or
accelerate the performance required by, any terms of any agreement to which it
is now a party or constitute a default, or result in the creation of any lien,
charge or encumbrance, upon any of the assets or properties owned by it;


 


(c)           this Agreement, and the transactions contemplated
herein, have been duly authorized by all corporate action on its part and
constitutes its valid and binding obligations enforceable in accordance with
their terms;


 


(d)           there are no actions, suits or proceedings,
commenced or threatened against them before any court, board or governmental or
administrative agencies which, if adversely determined would materially affect
its business, properties, assets or condition, financial or otherwise, it’s
right to conduct their business, or it’s ability to enter


 

















 


into
this Agreement and to consummate the transactions contemplated herein; and


 


(e)           it shall from the date hereof, do all such acts and
take all such measures that will benefit the Company and shall exercise its
rights strictly in accordance with the rights available to its under this
Agreement.


 


4.             CONTRIBUTIONS
OF THE SHAREHOLDERS


 


4.1          Initial
cash contribution to the Venture


 


(a)   The Shareholders have agreed
on an investment plan for the Venture (as provided at Exhibit A)  (“Investment
Plan”). According to the Investment Plan, the Company
requires an initial capital contribution of Rs. Forty Million (40,000,000).


 


The Shareholders shall
contribute the following cash amounts to the Company as share subscription
money for equity shares in the Company:


 


VELTI:           According to Investment Plan
Rs. Fourteen Million (14,000,000) as equity share capital.


 


FEVL:            According to Investment Plan
Rs. Twenty Six Million (26,000,000) as equity share capital.


 


(b)         The sum of the contributions i.e., Rs. Forty Million
(40,000,000) shall also be the initial Authorised Share Capital of the Company
and shall be paid up in installments as
per the need of the Company as stated in the Investment Plan or as decided by
the Board (as hereinafter defined) from time to time.


 


(c)          Except as otherwise required by law, further capital
contributions to the shareholding of the Company shall be jointly decided by
the Parties; except to


 

















 


the
extent agreed herein, the Parties shall ensure that the equity ratio of 65:35
is maintained in the Company.


 


4.2          Allocations of net profits


 


Subject
to the provisions of applicable law and the discretion of the Board (as
hereinafter defined), the net profits of the Company shall
be allocated to the Shareholders according to their respective shareholdings in
the Company.


 


4.3          Additional contributions of
the Shareholders


 


4.3.1       Obligations
of FEVL:


 


a)   To support the
operations of the Company.


b)   To carry out all marketing
activities of Company.


c)   To arrange all customer
database for Company.


d)   To endeavour,
arrange media and advertisement through its group companies at most preferred
rate to this Company.


e)   To execute the
strategy for the Company as agreed with VELTI


 


4.3.2        Obligations of VELTI:


 


a)      Technology and
software support to the Company including but not limited to the following:


 


Provide
access to all current and future technologies, software, templates and upgrades
developed by VELTI (either directly and/or through any of its Affiliates)
during its normal course of business in any part of the world on the basis that
this does not contravene any legal obligations for current and future clients
for whom specific technology may have been developed i.e any existing
contractual agreements that Velti is committed to shall act as exceptions.
However, any incremental cost directly incurred to develop the forgoing
specifically for the Indian market may be charged to the Company.


 

















 


b)    Product support
to the Company.


c)     To provide
technical support to the customers of the Company where the Company fails to
resolve the customer issues.


d)    To extend
technical training to the employees in relation to the various products of the
Company.


e)     Deputation of
technical staff in India for support to the Company. Any incremental cost on
such deputation or in relation thereto, as may be agreed between the parties in
writing shall be borne by the Company. In the first year from the effective
date of this agreement, such incremental cost shall not exceed Indian Rs. 37
Lacs (Rupees Thirty Seven Lacs Only).


f)     To provide
Hardware specifications and Connectivity specifications to support the
Company’s products and services.


g)    To provide
demonstrations where the Company is unable to do so. VELTI will recover
reasonable expenses, agreed by both parties, where it does so.


h)    To execute the
strategy for the Company as agreed with FEVL


i)      To support the
operations of the Company.


 


5.             MANNER
OF SHARE TRANSFER


 


The
Parties have entered into the Venture in good faith and with the intention of
jointly participating in the Venture and holding equity in the Company for a
period of at least three (3) years. For this purpose, the Parties agree
that for a period of at least three (3) years from the effective date of
this Agreement the transfer of shares in the Company by any Shareholder to any
third party shall only be in accordance with the following provisions.


 


5.1          Call option


 


(a)           Each Shareholder hereby
grants to the other Shareholder a right, exercisable at the other Shareholder’s
sole option, to call and acquire all the shares in the


 

















 


Company
held by the first Shareholder by requiring the first Shareholder to sell and
transfer such shares to the other Shareholder and/or its Affiliates.


 


(b)           The call option of the other Shareholder shall be
exercisable only if the first Shareholder, intending to transfer shares in the
Company to a third party has identified a third party willing to acquire the
shares of such Shareholder in the Company.


 


(c)           The selling Shareholder shall first notify the other
Shareholder of such intention also notifying the details of the proposed
purchase price and other terms and conditions of the intended sale including
the identity of the third party acquirer.


 


(d)           The Shareholder having a right to call shall then,
within 4 weeks after receipt of such notification under clause 5.1(c), inform
the Shareholder intending to sell, in writing, whether or not it wishes to
exercise its call option. If the call option is exercised, the Shareholder
intending to sell shall be required to sell and transfer all its shares to the
other Shareholder and/or its Affiliates under the terms and conditions
specified in the notice referred to in clause 5.1(c).


 


For
the purposes of this Agreement, “Affiliate”
shall mean any person or entity that, directly or indirectly, controls,
is under common control with, or is controlled by a Shareholder. For purposes
of this definition, “control” (including, with its correlative meanings, the
terms “controlled by” and “under common control with”)
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of the interested person or
entity, whether through the ownership of voting securities or by contract or
otherwise.


 














 


5.2                               Co-sale (tag-along)
Rights


 


If
a Shareholder intends to sell all its shares in the Company to a third party
and has notified the other Shareholder according to clause 5.1(c), the other
Shareholder, who does not wish to exercise its right to call and purchase,
shall alternatively be entitled, by notice to the selling Shareholder within
the 4 week period referred to in clause 5.1(d), to require the selling
Shareholder to sell all the shares held by the other Shareholder to the third
party specified in the notice referred to in clause
5.1(b) in addition to the shares proposed to be sold by the selling Shareholder and
on the same terms and conditions as specified in such notice. If such third
party is not prepared to purchase all the shares of the other Shareholder, the
selling Shareholder shall not be permitted to sell any of the shares held by it
to such third party.


 


5.3                               Transfer
to Third Party, Violation of 5.1 and 5.2


 


(a)                                  If neither the right to call
and purchase is exercised pursuant to clause 5.1 nor the co-sale right pursuant
to clause 5.2, the selling Shareholder, may sell and transfer its shares to the
third party specified in the notice required by clause 5.1(c) provided that the
purchase price and the other terms and conditions of such sale and transfer
shall be those specified in the notice required by clause 5.1(c) and the
sale and transfer shall be completed within 2 months after the term to exercise
the call and purchase right or the co-sale right has expired. If such sale and
transfer is not completed within the said 2 months, the selling Shareholder
shall be prohibited from serving a new notice under clause 5.1(c) for a
period of 6 months from the expiry of the said 2 month period.


 


(b)                                 In the event of a breach of
provisions 5.1 or 5.2 above, the respective sale and transfer of shares shall
not be effective against the Company, the other Shareholder and the Party in
breach. The non-breaching Party shall be entitled to require the Company not to
register such transfer of shares in the Company’s registers of members and
share transfers or with the Registrar of Companies. The Party in breach shall
also be committed to pay to the other


 

















 


Party
an amount equal to thirty per cent (30%) of the aggregate gross price at which
such shares are transferred. The Parties agree and acknowledge that such amount
is a genuine pre-estimate of the loss that will be suffered by the other Party
as a result of the actions of the breaching Party.


 


5.4                               Non-Application


 


(a)                                  The provisions
relating to transfers of shares contained in clauses 5.1 and 5.2 shall not
apply:


 


(i)                                          to any transfer of shares by
VELTI or FEVL to their respective Affiliates; or


 


(ii)                                       if a physical person becomes
a shareholder, to any transfer of shares of a deceased shareholder to his or
her heir, executor or administrator.


 


(b)                                 Whenever there is a transfer
of any shares pursuant to this clause 5.4 with the result that the provisions
of clause 5.1 and 5.2 do not apply, the transferor shareholder, in
(a) above, shall within 15 days of the transfer give notice to the other
Shareholders informing them of the share transfer, their compliance with the
provisions of clause 5.5 and the particulars on which that Shareholder is
relying to comply with the provisions of clause 5.4.


 


5.5                               Party to Joint Venture Agreement


 


(a)                                  Notwithstanding the
foregoing but subject to the provisions of clause 5.4(a), no Shareholder shall
sell, transfer or otherwise dispose of its shares (irrespective if to an
Affiliate or to a third party), if the proposed transferee shall not become a
party to this agreement by entering - at the time of the sale, transfer or
disposition - into a deed of adherence with the other shareholders and the
Company whereby the proposed transferee agrees to be bound by the


 

















 


terms
hereof to the same extent and with the same rights and obligations as the other
shareholders and, upon delivery of the Deed of Adherence to the other
shareholders and the Company, to the extent the Company is concerned. Upon
failure by the acquiring party to execute and deliver the Deed of Adherence,
the transfer shall not be effective towards the Company and the other
Shareholder; moreover the acquiring party shall not be entitled to any voting
rights.


 


(b)                                 In
the event that a transfer takes place pursuant to clause
5.4(a) the remaining shareholders shall use their best efforts to procure
that the heir, executor or administrator as the case may be of the deceased
shareholder, executes and delivers the Deed of Adherence to the Company and the
other Shareholder. The failure, by the heir, executor or administrator to
execute and deliver the same to the Company and the other Shareholder within
ninety [90] days of the death of the original shareholder shall constitute an
automatic termination event under clause 10.4(c).


 


6.                                      CORPORATE GOVERNANCE


 


6.1                               Management


 


The
Company shall have a chief executive officer (“CEO”) and a chief  financial officer (“CFO”) (collectively the “Executive Officers”)  who, being not members of the Board
(as hereinafter defined), shall be in charge of day-to-day management of the
Company under the supervision and direction of the Board (as hereinafter
defined), and shall represent the Company. CEO shall be nominated by FEVL
whereas CFO will be nominated by VELTI .


 

















 


6.2                               Employees


 


The
Parties agree that the Company will hire such people as are necessary for its
business.


 


6.3                               Board
of Directors


 


(a)                                  The Company shall have a
Board of Directors (the “Board”)  comprising of 5 members (the
“Directors”), two of whom
shall be appointed by VELTI for as long as VELTI together with its Affiliates
holds at least twenty six per cent (26%) or more of the issued shares in the
capital of the Company and three of whom shall be appointed by FEVL for as long
as FEVL together with its Affiliates holds at least fifty one per cent (51%) of
the issued shares in the capital of the Company. The Shareholders shall cast
their vote in such a manner as to cause the election of those nominees to the
Board. Each of the Shareholders agrees that the first Board members shall be,
until the next annual general meeting of the Company or annual resolutions of
the Company consented to in writing:


 


(i)                                     Mr. Priyavrat
Bhartia


(ii)                                  Mr. Shamit
Bhartia


(iii)                               Mr. Rajiv
Verma


(iv)                              Mr. Alexandros
Moukas ; and


(v)                                 Mr. Chris
Kaskavelis;


 


Each
Director, in the event he cannot attend a meeting of the Board, shall have the
right to appoint an alternate Director to represent him in such meeting. Such
alternate Director shall have all rights of the appointing Director.


 


The
Chairman (“Chairman”) of the Board shall be
nominated by FEVL at the first meeting of the Board. The Shareholders agree
that Mr. Priyavrat Bhartia shall be the first Chairman of the Board of the
Company.


 

















 


(b)                                 In the event of a Board
position becoming vacant, the Shareholder who appointed the leaving Board
member shall, within ten business days after the occurrence of the vacancy,
nominate a new Board member to fill the vacancy. Upon notification of that new
nominee, the Board shall fill the vacancy with that new nominee (if necessary
in the circumstances, the Shareholders shall cast their vote confirming such
appointment in a shareholders’ meeting to be called for the appointment of the new
board member).


 


(c)                                  The quorum of a Directors’
meeting shall be 2 directors with at least one Director each from VELTI and
FEVL.


 


(d)                                 Any resolutions to be passed
by the Board shall be passed by a simple majority.


 


(e)                                  Notwithstanding the
provisions of Clause (d) above, so long as VELTI’s shareholding in the
Company does not fall below twenty six per cent (26%) of the total issued share
Capital of the Company, the Parties shall procure/ensure that no action shall
be taken or resolution be passed by the Board except with the affirmative vote
of nominee Director of VELTI present at the meeting, in respect of the following
matters (hereinafter the “Reserved Matters”), unless consent
in respect of specific items has been given in writing by such nominee Director
prior to the meeting or such consent is specifically waived in writing by
VELTI; other than any changes necessitated by changes in law or because of
statutory requirements.


 


(i)                                     Any consolidation, division
or subdivision, conversion, buyback or cancellation of all or any of the Shares
or any variation of rights attaching to such Shares.


 


(ii)                                  Making of any loan or
advance by the Company, including creation of mortgage, security, charge or any
third party interest on all or any of the assets of the Company or providing
any guarantee, indemnity or surety contract or any contract of similar nature
in excess of Rs 5,000,000/- (Rupees Five Million only).


 

















 


(iii)                               Sale of the whole or any
substantial part of the Business and/or undertaking of the Company, including
any merger, demerger, consolidation of the Company with one or more entities.


 


(iv)                              Any change in accounting
policies.


 


(v)                                 Any change in the nature of
the Business of the Company or amendments to the Business Plan.


 


(vi)                              Acquisition, purchase or
subscription for any shares, loanstock, debentures or securities (or any
interest therein) or any other interest in any person/entity of the aggregate
value in excess of Rs. 2,000,000/- (Rupees Two Million only) in a single
transaction excluding any investment in mutual funds or fixed deposits.


 


(vii)                           Any liquidation or
dissolution of the Company.


 


(viii)                        Any contract or amendments
thereto between the Company and any shareholder or the Company except for the
contracts or amendments thereto made on arms length basis.


 


(ix)                                Capital expenditure in
excess of Rs. 20,000,000/- (Rupees Twenty Million only) in any given financial
year subject to individual vendor not exceeding Rs. 5,000,000 (Rupees Five
Million Only).


 


(x)                                   Raising any debt except for
hire-purchase agreements for financing of vehicles, computers or other assets
for Business purposes of the Company.


 


The
money values as prescribed herein above, in relation to the Reserve Rights
would be reviewed on yearly basis between the parties at the meeting of Board
of Directors.


 


(f)                                    The Board shall meet at
least once in every 3 months and at least 4 times in each year at the company’s
offices or another location including video conference mutually agreed upon by
the Board subject to the provisions of Companies Act. The meeting shall be
called by the Chairman of the Board, autonomously or upon request of at least
two Directors, by a notice, including the agenda setting out the items to be
covered at that meeting, to


 

















 


be
received by each Director at least three (3) days before the respective
meeting. In the event an item is not included in the agenda, the Board shall be
permitted to deal with it only if all Directors present at that meeting agree
upon the discussion thereof.


 


6.4                               General
Meeting of the Shareholders


 


(a)                                  The general meeting of
shareholders of the Company may be held ordinarily and extraordinarily in
compliance with the Charter Documents and the Companies Act. The annual general
meeting shall be held at least once a year to approve the financial statements
within 6 months after the end of each fiscal year. An extraordinary general
meeting shall be held at any time deemed necessary for the activities of the
Company. Such meeting may be requested at any time by any Shareholder or
Shareholders who hold at least twenty six per cent (26%) of all of the issued
shares of the company.


 


(b)                                 General meetings of the
shareholders can be called by the Board of Directors. Regardless of its type,
and subject to the provisions of the Companies Act in respect of shorter
notice, invitations for all meetings of the general meeting of shareholders
shall be made by courier at least 30 days prior to the meeting date.
Invitations for the general meeting of the shareholders shall indicate the
place, date, time and agenda of the meeting. Topics not included in the agenda
shall not be discussed or decided upon.


 


(c)                                  The general meeting of the
shareholders shall be held at the registered office of the Company or at
another location mutually agreed upon by the Shareholders subject to applicable
law. Shareholders or their proxies present at the general meeting shall have
one vote for each share they hold or represent. The shareholders may be present
in person at the general meeting or have himself or herself represented through
a proxy-holder appointed from among the other shareholders or from among third
party persons.


 

















 


Proxies
who are also shareholders are authorized, in addition to their own votes, to
use the voting rights of those they represent.


 


(d)                                 The meeting quorum of the
general meeting of shareholders shall not be reached without the presence of at
least one representative of each of the Shareholders. In the event the quorum
in a general meeting of shareholders, all of whom have been properly invited,
is not reached due to absent shareholders; then, the meeting shall stand
adjourned to the same day in the next week at the same time and place, or to
such other day at such other time and place, as the Board may determine. The
resolutions of the general meeting on decisions shall be adopted by the
affirmative vote of all shareholders.


 


(e)                                  The meetings of the general
meeting of shareholders shall be chaired by the Chairman, or in his absence,
the Vice Chairman of the Board of Directors, or in his absence, by any of the
Directors. Resolutions of the general meeting of shareholders must be recorded
in the minutes of the meeting. The Chairman shall sign the minutes of the
meeting. Votes shall be made by show-of-hands in the meetings of the general
meeting of shareholders.


 


(f)                                    In the event of disputes
arising between the Shareholders in the general meeting on matters that need to
be decided in order to keep the Company as an ongoing concern, and on the
assumption that the dispute is not settled amicably despite all good faith
efforts to resolve such matters within the context of the Board of Directors or
the General Meeting (“Dead Lock”), the
matter in dispute first shall be sent to a Special Shareholder Committee
consisting of Mr. Rajiv Verma from FEVL and Mr. Alexandros Moukas
from VELTI or their nominated successors, which shall conduct another good
faith effort to resolve such conflict amicably within a period of 4 weeks after
the matter has been sent to such committee. Only if such efforts fail, the
following procedure shall apply:


 

















 


(i)                                     Any of the Shareholders
shall within 7 days after failure of the reconciliation effort by the Special
Shareholders Committee, give notice to the other Shareholder and the Board
stating that there is a Dead Lock and its relevant circumstances (“Dead Lock Notice”);


 


(ii)                                  Following the giving of a
Dead Lock Notice, FEVL and VELTI shall enter into another bona fide negotiation
with the intent that they shall as soon as reasonably practicable resolve the
Dead Lock or, alternatively, find another solution such as the purchase by one
of the other Party’s shares in the Company. Unless the Dead Lock is resolved by
other means, FEVL and VELTI shall respectively procure that the directors
nominated by each of them shall meet with a view to resolving the Dead Lock;


 


(iii)                               If at the end of a period of
2 months after the giving of a Dead Lock Notice, FEVL and VELTI have not
reached any agreement to resolve the Dead Lock or have not found another agreed
solution, then thereafter each Party (the “offeror”) shall
have the right to offer its entire shareholding in the Company to the other
Party (the “offeree”). The offer must contain
a specific purchase price for the respective shareholding. The offeree shall
then have the right to either accept the offer and purchase the respective
shareholding from the offeror or to request the offeror to acquire the
offeree’s shareholding in the Company at the same terms and conditions as
contained in the offer. If the offeree does not elect one of these two options
within 4 weeks after receipt of the offer, such failure to act shall constitute
an acceptance of the offer to purchase the shareholding
from the offeror. In the event both Parties are offering their respective
shareholding, the Party stating a higher purchase price for the shareholding in
its offer shall be


 

















 


considered
to be the offeror. Should no Party make an offer according to this clause, the
Company shall be liquidated.


 


(iv)                              The Shareholders shall in
good faith endeavor to avoid a Dead Lock situation.


 


7.                                      ACCOUNTING
AND AUDITING


 


7.1                               Books


 


Separate
books of accounts shall be kept by the Executive Officers of the Company as
required by law. Any Shareholder may inspect such books, directly or through
consultants, upon reasonable notice and at any reasonable time, at its own
expense.


 


7.2                               Audits


 


The
annual financial statements shall be audited by a leading international auditing
firm agreed by the Parties. Moreover, periodic audits upon the Company’s books
may additionally be made at such time as required by a Shareholder by persons
designated by the same and at its own expenses, and copies of said audit shall
be furnished to all Shareholders.


 


7.3                               Reporting


 


The
Shareholders agree that the management of the Company shall provide the
Shareholders with all information any Shareholder individually reasonably
determines to be necessary, in particular monthly profit and loss statements,
cash flow statements and quarterly balance sheets.


 














 


8.                                      RESOLUTION OF DISPUTES


 


8.1                               Rules


 


All
disputes arising out of this Agreement between the Shareholders that are not
resolvable by good faith negotiations, shall be settled by arbitration under
the rules of the International Chamber of Commerce of Paris (ICC) before 3
arbitrators, one selected by each Shareholder, and the third selected by mutual
agreement between the arbitrators so selected by each Shareholder.


 


8.2                               Forum


 


The
place of arbitration shall be in India and the arbitration proceedings shall be
conducted in English. In so agreeing the Parties expressly waive their right,
if any, to a trial by jury of these claims and further agree that the award of
the arbitrators shall be final and binding upon them as though rendered by a
court of law and enforceable in any court having jurisdiction over the same.


 


8.3                               Application
of governing law


 


The
Parties expressly agree that notwithstanding the provisions of clause 11.3,
this clause 8 shall not be governed by Indian law and the Parties hereby
irrevocably waive any right to injunctive relief that they may have under the
laws of India.


 


8.4                               Costs


 


Each
Shareholder shall bear its own costs and expenses incurred in connection with
the arbitration. The fees and expenses of the arbitration proceedings and other
related expenses shall be equally borne by both Shareholders.


 

















 


9.                                      NON-COMPETITION


 


(a)     During the term of this Agreement, if one of the
Parties or any of its Affiliates intends, directly or indirectly, to engage in
similar and/or substantially similar activities of the Company in India, it
shall make an offer to the other Party to realize the activity inside the Company.
Failing an agreement within three months, the Party proposing to engage in such
competitive activity shall immediately terminate all efforts to engage in such
activities.


 


(b)    VELTI individually represents and warrants that in
case VELTI (either directly and/or through any of its affiliates), wants to
enter into any other business agreement with any third party in India, then
Company will have the right of first refusal to enter into such agreement for
36 months from the effective date of this agreement. Company shall communicate
the decision to VELTI on the proposal within 4 weeks from the date of receipt.


 


(c)     This non-competition is valid for 24 months from the
commencement of this agreement and will automatically extend for a further 12
months on the 2nd anniversary of this agreement on the basis that minimum
revenue and Earnings before interest & tax of 80% of the two years
cumulative aggregated target, as laid out in Business Plan of Exhibit A or
the Business Plan as revised as per clause 6.3 (e) (v), has been generated
by the Company, for the duration of the contract as stated in Clause 5. After
36 months the non-compete clause will get extended for a further period of 12
month on each anniversary date. The Parties agree hereby that there shall be a
period of ninety (90) calendar days, as of agreement’s
effective date, during which the Parties can amend and update the figures in
the Business Plan, attached hereto as Exhibit A. (or its revision in
accordance with clause 6.3(e) (v)). For the sake of clarity, the Parties
agree that the two year target of this clause 9 (c) will be valid and
binding after ninety (90) calendar days, as of agreement’s effective date. On


 

















 


the
contrary, if the minimum revenue described above has not been achieved, then
both parties will have the right to terminate the agreement by providing 6
months notice to the other party, after 24 months (after the initial ninety
(90) day Business Plan amendment period).


 


(d)    FEVL and VELTI undertake that, for a 6
months period after this Agreement is terminated, each of them shall not
directly or indirectly through their respective affiliates engage in similar
activities or offer or provide employment to, offer to contract with or entice
to leave any person who is a director, officer or key employee of, or
contractor to the Company or the other Party engaged in the work pursuant to
this Agreement without prior written consent of the other Party which may be
withheld in its absolute discretion.


 


(e)     It is agreed between the parties that the above-said
sub-clauses shall not be applicable to B2C (Business to Consumer) mobile value
added services which are being either carried on whether by FEVL and/or by any
of its affiliates presently or before entering this Agreement.


 


(f)       It is agreed between the parties that whilst Ansible
will be using the services of the Company to facilitate a launch in India, of
its mobile value added services business, future Ansible business in India will
use the Company on a best business effort basis and existing Ansible
contractual commitments shall be upheld.


 


10.                               TERMINATION


 


10.1                        Each of the
Shareholders shall be entitled to terminate this Agreement immediately by
notice to the other Party (“Defaulting Party”)
if any of the events set out below (“Event of
Default”) occur:


 

















 


(a)                                  the other Party commits a
material breach of any of its obligations under this Agreement and fails to
remedy such breach (if capable of remedy) within [30] days after being given
notice; or


 


“Material
Breach” means breach of any representation and warranties and essence of the
obligations as contemplated in this Agreement e.g. breach of management
obligation of Company, breach of obligation related to contribution, transfer
of shares of the Company in violation of provisions of this Agreement and any
other breach of similar nature.


 


(b)                                 the other Party compounds or
proposes or enters into any re-organisation or other special arrangement with
its creditors or is unable to pay its debts within the meaning of the relevant
and applicable law; or


 


(c)                                  an encumbrancer lawfully
takes possession (and does not relinquish possession within [120] days) or an
administrative receiver or receiver is validly appointed of the whole or a
substantial part of the undertaking, property or assets of the other Party or
an administration order is made in respect of the other Party.


 


10.2                        Upon the
occurrence of an Event of Default set out in clause 10.1(b) and clause
10.1(c) or upon expiry of the periods described in Clause 10.1(a), all
rights conferred upon the Defaulting Party under this Agreement shall be
suspended forthwith and remain suspended unless revoked by the other Party.


 


10.3                        Thereafter,
notwithstanding anything to the contrary contained in this Agreement, within
[60] days of the occurrence of an Event of Default described in clause
10.1(b) and clause 10.1(c) or upon the expiry of the period


 

















 


set
out in clause 10.1(a), the other Party shall be entitled to issue a notice to
the Defaulting Party (“Buyout Notice”)
either to


 


(i)                                     put and sell all its shares
in the Company to the Defaulting Party; or


 


(ii)                                  call and purchase all the
shares of the Defaulting Party in the Company through itself or its
Affiliate(s), 


 


in
the same manner as provided in the event of a Dead Lock under clause
6.4(f)(iii).


 


If
a Buyout Notice is issued, the Defaulting Party shall be under an obligation to
sell to or purchase from, the other Party as the case may be, the shares in the
Company. Such purchase or sale shall be completed within [60] days of issue of
the Buyout Notice. This Agreement shall terminate on the date on which the
transfer of shares is accordance with this clause 10.3 is completed.


 


10.4                        This Agreement
shall automatically terminate if:


 


(a)                                  at any time as a result of a
transfer of shares in the Company made in accordance with this Agreement and/or
the Charter Documents, neither Shareholder holds any shares in the Company; or


 


(b)                                 a resolution is passed to
wind up the Company or if a liquidator is otherwise appointed; or


 


(c)                                  the Parties are unable to
procure the execution and delivery of the Deed of Adherence by the heir,
executor or administrator of a deceased shareholder in accordance with clause 5.5.


 

















 


10.5                        Upon
termination of this Agreement, the Parties shall be relieved and discharged
from all liabilities, obligations or claims under this Agreement, except for:


 


(a)                             such rights, obligations and
liabilities of the Parties which have accrued under this Agreement prior to
termination; and


 


(b)                            such rights, obligations and
liabilities as are by their nature intended to survive termination.


 


11.                               OTHER PROVISIONS 


 


11.1                        Exclusivity


 


The
Shareholders are in agreement that this agreement shall be exclusive with
reference to the business as defined herein clause 1.1 (a) and as provided
for in Clause 9 of this agreement. All and any exclusivities under this
agreement shall be valid and binding for the Parties only within the territory
of the Republic of India.


 


11.2                        Entire agreement


 


This
Agreement constitutes the entire agreement of the Parties and may not be
altered, unless the same is agreed upon in writing signed and acknowledged by
the Parties. This Agreement is binding upon the heirs, court appointed
representatives, assigns, and successors of the parties.


 


11.3                        Governing
Law


 


Subject to clause 8.3, the
laws of India shall govern this Agreement.


 

















 


11.4                        Official
Language and Notices.


 


(a)                                  The English language shall
be the official language of this Agreement. All notices, requests, demands and
other communications hereunder shall be in the English language and in writing,
to be delivered in person or by certified or registered mail or by fax
confirmed by certified or registered mail. They shall be deemed as duly given,
at the day of the delivery in person or by courier or at the date of the fax,
or seven days after being mailed by certified or registered mail, postage
prepaid.


 


(b)                                 Any notice shall be sent to
the following recipients:


 


A) if to VELTI:   VELTI PLC.


 


Attn:
Mr. Alexandros Moukas


 


2,
Paris Garden,


 


Bastille
Court, 4th floor, 


 


London,
SE1 8ND, UK 


 


Tel.
+442076335000 


 


Fax
+442076335001


 


B) if to FEVL:     Firefly
e-Ventures Limited 


 


Attn.:
Mr. Dinesh Mittal


 


Hindustan
Times House,


 


18-20,
Kasturba Gandhi Marg,


 


New
Delhi- 110 001 


 


Tel.
9111 66561651 


 


Fax:-
9111 66561445


 

















 


(c)                                  Any Party may, by written
notice to the other, change the address to which notices to such party are to
be delivered or mailed.


 


11.5                        Severability


 


Should
any part of this Agreement be declared or held to be invalid for any reason,
the invalidity shall not affect the validity of the remainder of this Agreement
which shall continue in full force and effect and be construed as if this
Agreement had been executed without the invalid portion; and it is hereby
declared the intention of the Parties that this
Agreement would have been executed without reference to any portion that may,
for any reason, be hereafter declared or held invalid; provided that the
invalid part of the Agreement is material to the entire Agreement, i.e. the
Parties or one of the Parties would not have entered into the Agreement without
the interested part of the Agreement.


 


11.6                        Confidentiality


 


(a)                                  Each Party (the “Receiving Party”) to which Confidential Information and Trade
Secrets (each as defined below) is disclosed by the other Party (the “Disclosing Party”)  shall keep, and cause the
Company to keep, such Confidential Information and Trade Secrets strictly
secret and shall not disclose it to any unauthorized third party without the
prior written consent of the Disclosing Party. In particular, the Receiving
Party agrees:


 


·                  to use such
Confidential Information and Trade Secrets only for purposes of this Agreement
or the conduct of the Company’s Business;


 

















 


·                  to ensure that
a standard of strict confidentiality is applied by the Receiving Party’s
employees so as to prevent disclosure to third parties; the Receiving Party
shall take all steps necessary to assure that its employees, subcontractors adhere
to the terms of this clause 11.6;


 


·                  to return all
Confidential Information to the Disclosing Party immediately upon the written
request of the Disclosing Party and to retain no copies or reproduction
thereof; and


 


·                  to certify in
writing to the Disclosing Party at its request, that the terms of this clause
11.6 have been complied with.


 


(b)                                 For purposes of
this clause 11.6, “Confidential Information”  shall mean any and all
technical and non-technical information relating to the establishment of the Company’s
Business, including but not limited to expertise, copyright, trade secret,
proprietary information, techniques, sketches, drawings, models, inventions,
know-how, processes, equipment, algorithms, software programs, software source
documents and formulae. “Trade Secrets”  means in relation to any Party, information
disclosed by that Party concerning its own or any of its Affiliates’
operations, business or financial condition. Confidential Information and Trade
Secrets may be communicated in writing, orally or electronically. If
communicated in writing, Confidential Information must be marked “Proprietary”
or “Confidential,” or the like. If communicated orally or electronically,
Confidential Information and Trade Secrets must be identified as proprietary or
confidential at the time of disclosure and then summarized in tangible form,
marked as above, and provided to the Receiving Party within 14 days of original
disclosure.


 

















 


(c)                                  The stipulations on
Confidentiality do not apply to any Confidential Information or Trade Secrets
relating to the Disclosing Party that:


 


·                  either Party is
required to disclose by law or court order;


 


·                  is
independently developed by the Receiving Party without use of resort to such
Confidential Information or Trade Secrets and can be demonstrated by written
records;


 


·                  is already in
the lawful possession of the Receiving Party prior to its disclosure as
evidenced by appropriate documentation;


 


·                  is explicitly
approved for release by written authorization of the Disclosing Party;


 


·                  the Receiving
Party can establish such information was disclosed to it by a third party who
was legally entitled to possess and disclose such Confidential Information
and/or Trade Secrets; and


 


·                  the Receiving
Party can establish such information is in the public domain other than as a
result of breach of this Agreement.


 


(d)                                 Notwithstanding any other
provision in this Agreement,
if either Party is required to disclose any Confidential Information or Trade
Secrets relating to the Disclosing Party it may only disclose that part of the
Confidential Information and/or Trade Secrets required to be disclosed under
the applicable law or order, it must, as soon as possible after becoming aware
of the applicable law or order, advise the Disclosing Party of the requirement
to


 














 


disclose
so that the Disclosing Party may seek a protective order or other appropriate
remedy or, in the Disclosing Party’s sole discretion, waive compliance with the
terms of this Agreement. In the event no such protective order or other
appropriate remedy is obtained or that the Disclosing Party waives compliance
with the terms of this Agreement, the Party being required to disclose the
Confidential Information must comply with the Disclosing Party’s reasonable
requests in relation to the manner in which the disclosure is to be made and
the extent of such disclosure, and shall exercise all efforts to obtain
reliable assurance that confidential treatment shall be accorded the
Confidential Information and/or Trade Secrets.


 


(e)           Upon any Shareholder’s entering into discussions
with any person with a view to transferring any shares to such person, or the
Company’s entering into discussions with any person with a view towards selling
any or all of the Company, information in respect of the Company that is reasonably
necessary to permit such person to evaluate the business of the Company may be
provided to such Person, provided that: (a) such person has executed a
binding confidentiality letter in a form approved by the Board; (b) no
information specifically pertaining to any Shareholder shall be disclosed
without the prior written consent of such Shareholder; and (c) if such
person is involved in a competing company, the Board may prohibit the
disclosure of any such confidential information as the Board may determine.


 


11.7        Indemnity


 


Notwithstanding
any of the other provisions in this Agreement, each Party undertakes and agrees
to compensate, indemnify, defend and hold harmless the Company and the other
Party for all liability, losses, damages and claims, including, without
limitation, fines, penalties, interest, legal, engineering, or


 

















 


consultants’
fees and other costs arising out of any liability of such Party and any
misrepresentation or breach of any warranty.


 


11.8        Covenants


 


(a)           Compliance with laws - Each Party
shall and shall cause Company to comply with all applicable laws and the laws
of any other jurisdiction that are or may be applicable to the Company’s
business and the Parties’ activities in connection with their investment in the
Company.


 


(b)           Governmental agencies - Each Party
acknowledges that certain matters on which they have agreed in this Agreement,
and various actions required or contemplated under this Agreement, may require
the consent or approval of a governmental agency, and agree to use reasonable
endeavors to obtain the approval of the relevant governmental agency to all
such matters or actions on the terms set out in this Agreement.


 


(c)           Compliance with Agreement
- Each Party agrees that the terms of this Agreement are bona fide and in
the interests of the Company, and that each such Party shall at all times
comply with the terms and conditions of this Agreement, and refrain from
undertaking any act, or omit to do any act, as a consequence of which the
Company acts in a manner which is contrary to this Agreement and the
undertakings recorded in this Agreement.


 


(d)           Acknowledgment of obligations
- The Parties agree and acknowledge that the obligations imposed upon
them in respect of transfers and options in relation to their shareholding in
the Company are necessary to secure the value of the business of the
Company and are inherently related to each Party’s contribution in the form of
land and machinery, as the case may be.


 

















 


11.9        Restrictions on
Announcements


 


Each
of the Parties undertakes that it will not (save as required by applicable law
or any governmental agency) make any announcement in connection with this Agreement
unless the other Party shall have given their
respective consents as to the content, form and timing of such announcement
(which consents may not be unreasonably withheld and may be given either
generally or in a specific case or cases and may be subject to conditions).


 


11.10      No
Partnership


 


Nothing
in this Agreement (or any of the arrangements contemplated by it) shall be
deemed to constitute a partnership between the Parties, nor, constitute any
Party as the agent of another Party for any purpose, or entitled any Party to
commit or bind another Party in any manner.


 


11.11      Assignment


 


Save
as otherwise provided herein, the benefits and obligations conferred by this
Agreement upon each of the Parties are personal to that Party and shall not be,
and shall not be capable of being, assigned, delegated,
transferred or otherwise disposed of save with the written consent of each of
the other Parties.


 


However,
the change in ownership/shareholding of either of the party, amalgamation,
merger and takeover of either party shall not effect the rights &
obligations as stated herein of the either party.


 

















 


11.12      Variation


 


No
variation or amendment to this Agreement shall be effective unless in writing
and executed as a deed by authorised representatives of each of the Parties.


 


11.13      Waiver


 


No
failure of any Party to exercise, and no delay in exercising, any right or
remedy in respect of any provision of this Agreement shall operate as a waiver
of such right or remedy.


 


11.14      Further Assurances


 


The
Parties shall execute all other documents and instruments and do all other
things necessary to implement and carry out the terms of this Agreement.


 

















 


11.15      Costs


 


Each
Party shall bear all of the fees and expenses incurred by it in connection with
the preparation, execution and performance of this Agreement (including
ancillary documents) and the transactions contemplated hereby, including,
without limitation, all fees and expenses of agents, representatives, counsel
and accountants.


 


IN
WITNESS WHEREOF, each party to this agreement has caused it to be
executed at Delhi on the date indicated below.


 


	
  November
  22, 2008

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For
  Firefly e-Ventures Ltd.

  	
   

  	
  Witness:-

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Rajeev Verma

  	
   

  	
  1.

  	
  /s/
  Dinesh Mittal

  
	
  (Director)

  	
   

  	
  Name: Dinesh Mittal

  
	
  [SEAL]

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rajeev
  Verma, Director

  	
   

  	
   

  
	
  Name &
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For
  VELTI PLC

  	
   

  	
  2.

  	
  /s/
  Surash Patel

  
	
   

  	
   

  	
  Name:
  Surash Patel

  
	
  /s/
  Alexandros Moukas

  	
   

  	
  Address:
  Velti, London

  
	
  Authorized
  Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Alexandros
  Moukas, CEO

  	
   

  	
   

  
	
  Name
  and Title

  	
   

  	
   

  



 

















 


EXIBIT A


 


Business Plan & target revenue forecast


 


	
   

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  
	
  Revenue

  	
   

  	
  5.3

  	
   

  	
  10.2

  	
   

  	
  16.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating Expense

  	
   

  	
  7.7

  	
   

  	
  10.3

  	
   

  	
  13.7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA

  	
   

  	
  (2.3

  	
  )

  	
  (0.1

  	
  )

  	
  2.3

  	
   

  



 


All Values in INR Crore


 


INVESTMENT PLAN


 


Unless
otherwise agreed between the parties in writing, an amount equal to 100% of the
investment as stipulated in Clause 4.1 (a) will be brought in by both the
parties on or before January 30, 2009
or within 15 days of incorporation of the Company, whichever, is later.


 

















 


Date:-


 


Velti
Plc.,


2,
Paris Garden,


Bastille
Court,


4th floor, London,


SE1
8ND, UK


 


Kind Attention:- Mr. Alexandros Moukas


 


Dear
Sir,


 


This
is in furtherance of the Joint Venture & Shareholder Agreement dated
                  executed
between our company and your Company.


 


As
per Clause 9 (e) of the said agreement it was agreed that the restrictions
stipulated therein shall not be applicable to B2C (Business to Consumer) mobile
value added services being carried on by HT Media Ltd., one of its affiliates
Company, presently or before entering the Joint Venture & Shareholder
Agreement.


 


We
hereby confirm that we shall take up the matter with our holding/affiliate
Company i.e. HT Media Ltd. to move all its existing B2C Business technology
interfaces to JV Company from its current vendors and to provide all the mobile
marketing campaigns for the B2C business through JV Company (e.g. Text to win,
loyalty groups, competition management) within 6 months of the date of JVA.


 


On
such movement, all the revenue net of taxes and charges to be paid to content
developer/owner/aggregator or any other charges in relation thereto etc. from
said technology interfaces and from all mobile marketing campaigns for the B2C
business will be shared between HT Media Ltd. and JV Company in the ratio of
65:35 i.e. 65% of total revenue from such activities will be given to HT Media
Ltd. and 35% shall be retained by the JV Company.


 

















 


This letter is issued in duplicate,             
requested to sign the duplicate copy as a token of acceptance.


 


 


	
  For Firefly e-Ventures
  Limited

  	
   

  
	
   

  	
   

  
	
  /s/
  Rajeev Verma

  	
   

  
	
  (Authorised
  Signatory)