.:

Req. No. and date:M.,L8oZlJTury ,2012

Partners:Mr. Ketan ShahMr. Chetan ShahMr. Parimal Shah

Req. Office:8, sTH ABHIJIT COMPLEX,ELLISBRIDGE, MITHAKHALI,AHMEDABAD, Ahmedabad,Gujarat,380006.

SPLEN.DIDINFRABUILD

LLP

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

OFFICE OF THE REGISTRAR

Registrar, Ahmedabad

RoC Bhavan, Opp Rupal Park Society Behind Ankur Bus Stop, Ahmedabad, Gujarat, 380013, India

Dated: May 23,2017

NOTE - THIS LETTER IS ONLY AN APPROVAL FOR RESERVATION OF NAME FOR A PROPOSED LLP. THE

APPLICANT CANNOT START BUSINESS OR ENTER INTO ANY AGREEMENT, CONTRACT, ETC. IN THE NAME

OF THE PROPOSED LLP UNTIL AND UNLESS A CERTIFICATE OF INCORPORATION IS ISSUED BY THE

REGISTRAR AS PER THE PROVISIONS OF THE LIMITED LIABILITY PARTNERSHIP ACT, 2OO8 AND LLP

RULES MADE THEREUNDER.

To,

KETAN SHAH

1 B GOPALKUNJ SOC VALLABHWADI, MANINAGAR, AHMEDABAD,

Gujarat, 380008, India.

subject: In Reference to Reservation of Name SPLENDID INFRABUILD LLP

Reference: Your application dated 2210512017 vide SRN M03774114

Sir/Madam,

With reference to your application, I am to inform you that the above mentioned name is made available for registration of

the LLP with the following details:

1. a. proposed monetary value of contribution Rs. 100000.00( Rupees One Lakh Only ).

The monetary value of contribution in Form 2 should not be less than this value.

b. State:Gujarat.

2. The name is valid for a period of 3 months from the date of issue of this letter.

3. The name is liable to be withdrawn if at any time before registration of the LLP, it is found that the name ought not to

have been allowed.4. ln case the name includes banking, insurance, venture capital, mutual fund, stock exchange, Chartered

Accountant, Company Secretary, -Cost

Accountant, Advocate, CA, CS, CWA, asset management, non banking

financial, architect, mLrchant binkers, chit fund, securitization and reconstruction etc, name is reserved subject

to condition that applicant shall attach a copy of the in-principle approval of the regulatory authority along with Form 2'

5. In case business activities consists of banking, insurance, venture capital, mutual fund, stock exchange, asset- r"n"g"r"nt, architect, architecture, merchait banking, securitization and reconstruction, chit fund and non

banking financial activities, name is reserved subject td condition that applicant shall attach a copy of the inprinciple

approvll of the regulatory authority along with Form 2.

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Registrar, Ahmedabad

Note: The corresponding form has been approved by VIJ/rY l(UMAR KHUBCHANDANI, Registrar of Companies and this

letter has been digitally iigneO by the Registrar through a system generated digital signature under rule 36(3)(ii) of the

Limited Liabili$ Partnership Rules, 2009'

R-anEqqi

GOVERNMENT OF INDIAMINISTRY OF CORPORATE AFFAIRS

Registrar, AhmedabadRoC Bhavan, Opp Rupal Park Society Behind Ankur Bus Stop, Ahmedabad, Gujarat,380013, India

FORM 19

lRefer Rule 32fi) of the LLp Rules, 20091

CERTIFICATE OF REGISTRATION ON CONVERSION

OFSPLENDID INFRABUILD PRIVATE LIMITED

TO

SPLENDID INFRABUILD LLP

LLP ldentification Number: AAJ-8621

It is hereby certified that SPLENDID INFRABUILD LLP is this day registered pursuant to section 58(1) of the LLp Act, 200g.

Given at Gujarat this Third day of July Two thousand seventeen.

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FPI^?R$I'ffi# 'tS-..1'Registrar, Ahmedabad

Note: The correspondinq.forg hgs been approved by Rathod Kamleshkumar Gangjibhai, Deputy Roc and this certificate hasbeen digitally signed by the Registrar through a system generated digital signaturJ unoei rute eols;1ii; of the Limited LiabitityPartnership Rules, 2009.

Il-: 1lg[:]_V_:j9_:_:_1_::_1ificate can be verified at rhe Ministry website (www.mca.sov.in).

MairinsAddressasper;;;;;;il1;R;G-t"*;;;;----SPLENDID INFRABUILD LLP8, sTH ABHIJIT COMPLEX, ELLISBRIDGE, MITHAKHALI.AHMEDABAD, Ahmedabad,Gujarat, 380006, lndia.

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tt su t$tLLP AGREEMENT

THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT ("LLP Agreement") is made andentered into as on the Jl" day of _1_,201ft between each of the Partners whosenames and addresses appear in Schedule I of this Agreement.

WITNESSETH

WHEREAS the parties hereto desire to adopt a Limited Liability Partnership Agreement for newventure (the "LLP") to more particularly provide for their respective rights, po{lers, duties andobligations as Partners and the management, operations and activities of the LLP.

WHEREAS, as soon as practicable following execution of this Agreement, necessarycompliance documents for the LLP shall be filed with the Registrar of Limited LiabilityPartnershios.

NOW, THEREFORE, the Partners by this Agreement set forth the Limited Liability PartnershipAgreement for the LLP under the Limited Liability Partnership Act, 2008 on the following termsand conditions:

1. Definitions

In this Agreement and the Schedules to it the following terms shall have the following meaningsunless the context otherwise requires.

"Agreement" means this Limited Liability Partnership Agreement, as originally executed and asamended, modified or supplemented from time to time.

"Accounting Year" shall mean a period of twelve (12) months commencing on 1st April andending on 31st March of the next calendar year

"Act" or "LLP Act" means the Limited Liability Partnership Act, 2008

"Business" includes every trade, profession, service and occupation.

"Change" means change in the constitution of the body of Partners or Designated Partnersother than their admission or appointment.

"Capital Gontributions" means the contributions made by the partners to the LLP pursuant toclauses hereof and, in the case of all the partners, the aggregate of the all such capitalcontributions.

"Designated Partne/' means a partner designated as such under Section 7 of the Act.

"Partner" means a partner in the LLP, within the meaning of the Act until they cease to bepartner in accordance with the provisions of the Act or this Agreement. The names andaddresses of the initial Partners who are the initial designated partners also are set for the onSchedule I hereto. Additional persons may be admitted as Partners or designated partners onthe terms and Onditions expresslv set forth herein.

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"Partner's Interest" means the ownership interest of a partner in the LLp, including a partner,sright to share in LLP's items, income, gain, loss, deduction, credits and similar ite-ms,'and theright to receive distributions from the LLP, as well as right to vote and otheruvise participate inthe operation or affairs of the LLP as provided for herein ind under the LLp Act.

"Registrar" means the Registrar of Limited Liability Partnerships defined under Section 2 of theAct.

2. Term of LLP

The LLP Agreement shall come into effect from the date of incorporation of LLp by way of itsregistration with the Registrar, and shall continue until dissolution or liquidation in accoidarrcewith clauses 26 and 27 of the LLP Agreement.

3. lncorporation of the LLP

The incorporated LLP shall be duly organized, validly existing and is-in good standing under thelaws of the jurisdiction of its incorporation, is qualified to do business and has all requisitepowers and authority, corporate or otherwise including conducting the business of ownrng,leasing and operating its properties and execute, deliver and perform this agreement.

The Designated Partners shall complete and deliver such forms as may be required to the officeof the Regishar with Limited Liability Partnerships and pay all required fees io incorporate theLimited Liability Partnership in accordance with the LLP Act. The certificate of registration ofLLP shall be kept at the Registered Office.

Nature of the Business

o carry on the business of real estate-developers, dealers construction. builders., subcontractors, engineers, colonizers, town planners, surveyors, values,decorators, furnishers, manufacturers of prefabricated and precasted houses, and to

nts and contractors for the purposes of real estates, residential complexes i flats // commercial complexes / multi-storeyed buildings etc., and to carryon all types of

activities, and act as consultants, advisors, technical consultants, collaborators andd6signers for all kinds of construction activities in India and abroad and to undertake all civil,mechanical, electrical works, all types of infrastructure facilities like Boor (Built, operate, ownlry^Tfn:fe|, BOT (Built, operate and Transfer), BOLT (Built, Operate, Lease and Transfer),BOO (Built, Operate and Own) in India or abroad either or its own or with joint venture with anyother Indian or Foreign participant.

5. LLP Name

The business of the LLP shall be conducted under the name and style of ,,spLENDlDINFRABUILD LLP''.

The Partners may change the name of the LLp at any time with the mutual consent of all thepartners. such change must be notified to the Regishar by the Designated partners inaccordance with the provisions of the Act.

6. Registered Office

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The registered office of the LLP shall be located at 8, Sth Abhuit Complex, Ellisbridge, Mithakali,Ahmedabad - 380 006, Gujarat, or at such other place, as may be mutually agreld upon withthe consent of all the partners. Upon any change of the registeied office ad-dreis of the LLp, itshall be the duty of the Designated Partner to notify it to the-Registrar in tne pieitribed form.

7. Place of Business/Llp property

7.1. The business of LLP shall be carried out at the premises referred to in this LLpAgreement and/or other places. The costs of all rent, iates, repairs, insurance and otheroutgoings and

-expe.nse.s relating to the premises and any other premises acquired for

the purposes of the business.of llp shail be borne by the LLp.

7.2. The legal estate in all freehold or leasehold properties acquired forthe purposes of theLLP shall be vested in the Partners upon trust for sale, or in some of ine'partners astrustees for ali the remaining partners. The net proceeds of sale and the rents and profitsuntil sale shall form part of the assets of the LLP. The trustees shall be indemnified bythe LLP against the rent and other outgoings in respect of the properties and the costsand expenses of observing the covenants relating to them.

8. CapitalContributions

A single capital account shall be maintained for each Partner. The capital of the LLp shall beRs. 100,000/- (Rupees. One Lac Only) which shall be contributed in iollowing manner by thepartners. Each partner's contribution to, or capital withdrawal from, the part-nership stratt Uecredited, or debited, respectively, to that partner's capital account.

Elcept as otheruvise specifically provided in this Agreement, the capital commitment of aP*hrtner (i) shall represent the maximum aggregate amount of cash and property that suchPartner shall be required to contribute to the cafitat of the LLP and (ii) without such partner'sconqent shall not be changed during the term of the LLp.

Sr. No Name Of Partners Amount (in Rs.)4. KETAN SHAH 33,3402 CHETAN SHAH 33,3303 PARIMAL SHAH 33,330

8.1. Additionalcontribution

The partners shall bring additional funds by way of or mutually agreed terms wherever it isrequired as per the requirements of the business. The partner may provide additional loanfunds over and above the committed capital contribution for the purpoies of the business of theLLP.

8.2. Withdrawal or reduction of Capital Contributions

Except, as expressly provided in this Agreement, no partner shall have the right to withdrawfrom the LLP, all or any part o[.its capital contribution.

A partner, irrespective of the nature of its capital contribution, shall only have the right todemand and receive cash in return for its capital contribution and profits of the LLp, unleis thepartners shall have unanimously agreed that such partner may receive a distribution in kind.

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8.3. Interest on Capital contributions and additional Funds & Loans

Interest shall lie payable on or with respect to the capital contributions or capital accounts ofpartners and loans advanced by partners at the rate of 12o/o or such other rate as mav oedecided by the partners from time to time.

9. Banking

The funds of LLP shall be deposited in its name in such current account or accounts as shall bedesignated by the partners. All transactions are to be done by either of the partners or in sucnother mode as may be unanimously decided by a partners from time to time,

10. Accounts

10.1. The accounts of the LLP shall be maintained according to the financial year, from 1"tApril to 31"t March and general account shall be taken of all the capitil assets andliabilities to, the time being of the LLp as on 31"rMarch in each year and a balance sheetand profit and loss account shall be prepared and shall be audited as oer therequirement of LLP Act and Rules.

10'2. The LLP shall maintain usual accounts and other books at the registered office of theLLP and they shall be kept properly posted up{o-date and shall not-be removed from theregistered office without the consent of all the oartners

The accounts of the LLP shall be approved by all the partners of LLp which shall then bebinding on all the partners and a copy there of shall be distributed to each of partners.

Complete books and records of the LLp shall be maintaineoaccounts, business and transactions of the LLp on accrualaccording to the double entry system of accounting.

Inspection of LLP Records, Annual and Other Reports

Records to be kept

accurately reflecting thebasls every year and

The LLP shall keep at its registered office

(a) A current list of the full name and last known business, residents or mailing address ofeach Partner and Designated partner in alphabetical oroer;

(b) Copies of this LLP agreement and all amendments herero;

(c) copies of the LLP income-tax returns and reports, if any for the three most recent years;ano

(d) copies of any financial statements of the LLp for the tnree most recent vears.

11.2. Inspection of LLP Records

The accounting books and records, the record of partners sha[ be open to inspection upon thereasonable request of any partner at any reasonabre time during usuar business no*i, io. "purpose reasonabry related to such partner's interest as a partnerl such inspection uy i partner

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may be made in person of by agent or attorney, and this right of inspection incrudes the right tocopy and make extracts.

12. Annual Filing

LLP shall prepare and fire with the Registrar a statement of Account and sorvency, withrn aperiod of six months from the end oi each financiar year ano an Annuar Return with theRegistrar within sixty days of closure of its financial year. '--

13. Nature of Partnership Interest

l3'1' The interests of partners in the LLP constitute their personat estate. In the Event of thedeath or legal disability of any partner, the executor, trustee or administrator of suchPartner shall be bound by the provisions of this LLp agreement.

l3'2. In the case of a partner, which is_ not a naturar person, the successor of such pannershall be bound by the provisions of this LLp Agreement.

14. Sharing of Profits and Losses

The net profits of the business shal be divided between the partners in the proportion of thecapital. contribution and they shafl bear aI rosses inctuaing toss of capiiat ln in" .rr"proportion, subject to a maximum of their capital contribution.

5. Meetings

: meetings shall be herd as determined by the partners of LLp. Meetings of the partnersspecific purpose may be called at any time by any partner.

of the time and place of meetings sha[ be derivered by the partner of the LLp eitherrlly or by.telephone to each partner, or sent by first-crais mair or by etectronic mait or) transmission addressed to him or her at his or her address as rr appears upon theof the LLP.

of meeting of the partners sha|| be given at reast seven (7) days prior to the time of the'holding of the meeting. In case of urgenry notice of shorter duration i"n u" !iu"n *itn tn"written consent of Partners holding at least 75% interest in the LLp.

with the written consent of all the partners, a meeting of the partners may be conducted throughteleconferencing.

Every LLP shall ensure that the decisions taken by it are recorded in the minuies within thirtydays of taking such decisions and the minutes booi< shall be kept at the registered office of theLLP

16. Voting Rights

16.1. Except as may otherwise be provided by this LLp agreement of the Act, the affirmativevote of a majority in interest on a matter shall constitu-te the act of the oartners.

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16.2. The partners shall have the right to vote and act on the matters and affairs of the LLp asare expressly provided for herein or are required by the Act to be voted upon by theDartners.

'17. Management

17.1. Powers of Designated Partners

Except as otherwise expressly provided herein day-to-day operations of the LLP shall be vestedin the Designated Partners, who shall have the power on behalf and in the name of the LLp tocarry out all of the purposes of the LLP and to perform all acts and enter into and perform allcontracts and other undertakings that it may deem necessary or advisable or incidental thereto.

17.2. Power ol Partners

The Partners shall have rights proportionate to the capital contribution in the management of thepartnership business, and each partner shall devote his time to the conduct of the business.

unless otherwise agreed, all specific decisions will be made on a majority basls by partnersHowever, following decision shall be unanimously approved by all the partners:-

(a) Change in the nature ofthe business;

(b) Admission of new partner

(c) Amendment to any of the clauses of this LLp Agreement

(b)

Change in the capital structure of the LLp

Change in the profit sharing ratio

Obligations of Partners

Partner shall:

Be just and faithful to other partners in the transactions relating to the LLp business;

Diligently attend to the business of the LLp and devote his/her time and attentionthereto;

Pay his separate debts and indemnify the other partners and assets of the LLp againstthe same and all other proceedings, costs, claims or demands in respect thereof.

Give full information and truthful explanations of all matters relating to the affairs of theLLP to all partners at all times;

comply with all the provisions of the LLp Act and rules framed or to be framed therein ;

No Partner shall without the written consent of all other partners :-

(D Lend money or give credit of the goods of the LLp to whom the other partnershave previously forbidden him to trust.

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Mortgage, charge or assign his share in the assets or profits ofthe LLp.

Draw, accept or endorse any bill of exchange or promissory note on account ofthe LLP.

Engage, remove or dismiss any apprentice, employee of the LLp.

Give any security or promise for the payment of money on account of the LLpexcept in the ordinary course of business.

Give bail bond or guarantee or become surety for any person or do or knowinglysuffer any thing to be done where the LLP property may be endangered.

(vii) Compromise or compound or release or, discharge any debt due to the LLp

19. Forbidden Acts

No partner shall:

(a) have the right or authority to bind or obligate the LLp to any extent whatsoever withregard to any matter outside the scope of the LLp:

use the LLP name for purposes other than purposes for which LLp is established;

do any act detrimental to the interests of the LLp or which woutd make it impossible toparry on the business or affairs of the LLp.

of Partners

of the partners shall be limited as provided in the LLp Act and as set forth in thisPartners shall not be obliged to restore by way of capital contribution or

any deficits in its capital account or the capital account ol any oiher partner (if suchoccur)

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(v)

(vi)

21. Change in Partners

21.1 . Admission of new partner

A new partner may be introduced with the consent of all the partners on such terms andconditions as all of the partners agree with the person (s) to be introduced as a partner in theLLP.

21.2. Voluntary withdrawal of a partner

Each of the partners covenants and agrees that it will not withdraw or resign from the LLpwithout the prior consent of the other partners (such consent not to be unreaso-nably withheld ordelayed). written notice shall be deemed to be received as of the first meeting o? tn" r_Lp ,twhich it is presented. lf written notice is received between meetings it will be treaied as receivedat the first following meeting.

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On voluntary withdrawal a part or all of the value of his capital account in the LLp and the LLpshall continue as a taxable entity. That LLp shall pay the partner who is withdrawing a portion orall of the valu-e of his capital account in the LLP in accordance with the article herJn . Upon thewithdrawal of a partner from the LLP for any reason, such partner shall cease to have anyfurther right or interest in LLP.

21.3. Death of partner

on the death of any partner, the LLp shall not be dissolved. A new partner shall be appointedinominated by family of the deceased partner with the mutual consent of the other'partners.However if the family does not exercise such option then the remaining partners may mutuallydecide further course of action

21.4. Terms of payment / purchase of share

Price of the share of deceased/ withdrawing partner shall be the amount at which such snareshall stand in the last balance sheet, which shall have been prepared prior to the death of thedeceasedi date of withdrawal.

21.5. Expulsion of Partner and Termination of his partnership

lf any partner assigns, change or encumber his share in the LLp without the bonsent of otherpartners or shall become bankrupt or a lunatic or otherwise permanently incapable of attendingto the partnership business or commit any breach of any of the provisions of this agreement orcommits any criminal offence or does or suffer any act which would be a gro-und for the

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Qissolution of the partnership by the court/Tribunal. ln any such case, it shall be lawful for tnepartners by notice in writing to the offending or incapacitated partner or his trustee orassignee to expel such partner.

r retires or becomes insolvent, then the LLp will not be dissolved, exceot in caseunder Clause 26.1 (a) of this LLP Agreement.

Salaries and drawings

the partners shall devote their time for the conduct of business of the LLp. Totapayable to the partners shall be determined in the manner provided under section

40(b) of the Income-Tax Act, 1961 sUCH "Total Remuneration" (as stated here in above) shallbe paid in the following ratio, however the same can be changed in any manner mutually agreedby both the partners

KETAN SHAH 34VO

CHETAN SHAH 33YOPARIMAL SHAH 33OA

Funds/Expenses of LLP

All outgoings and expenses of the partnership and all losses or damages incurred,interest payable for any loans received and taxes, etc. shall be oaid first out of theprofits, and then out of capital contribution.

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(b) All LLP moneys, bills notes, cheques and other instruments received by the LLp in thename of LLP shall as and when received be paid and deposited in the b-ank to the creditof the account of the LLP, except such as are immediately required to meet the currentexpenses ofthe LLP.

(c) All transactions of the LLP shall be done in the name of the LLP and all goods shall bepurchased or sold in the name of the LLp.

(d) All the bills, vouchers, delivery notes, receipts, etc. shall be issued in the name of theLLP.

24. Transfer / Assignment of Rights

24.1. Restrictions on transfer

None of the partner(s) may_sell, assign, transfer or hypothecate ("transfer") all or any part of hispartner's interest in the LLP, or any interest therein, except in accordance with the terms andconditions set forth in this Article.

24.2. Consent necessary to Transfer

None.of the partner(s) may transfer all or any part of his interest or any interest therein, withoutthe prior written approval of all of the other partners of the LLp.

Conditions of Transfer

that the other partners have granted their approval to the proposed transfer, thenshall execute a written consent to such transfer. Upon receipt of such writtentransferring partner has a right to transfer to the proposed transferee therterest for which the approval has been obtained subject to the following

such transfer is consummated within sixty (60) days from the date of such approval;

That such transfer is made strictly in accordance with the terms of the proposed transferapproved by the other partners of the LLp.

24.4. Admission of substitute Partner

ln the event that approval of the transfer is obtained, then the transferee of the partner'spartnership interest shall be entitled to be admitted to the LLP as a substitute partner, and thisAgreement (and all exhibits hereto) shall be amended to reflect such admission, provided thatthe following conditions are complied with.

(a) The transferor and transferee shall have executed and acknowledged such instrumentsas the LLP may deem necessary or desirable to effect the substitution:

(b) The transferee acknowledges all of the terms and provisions of this Agreement as thesame may have been amended and agrees in writing to be bound by thJsame;

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(c) The transferee reimburses the LLP for all reasonable expenses connected with suchadmission including, but not limited to legal fees and costs;

(d) The filing with the LLP of such proof of the investment intent and financial status of thetransferee as the LLP's partners may request; and

(e) The transfer complies with all applicable states laws

24.5. Effect of Transfer without Approval

Any purported transfer of all or any part of a partner's interest, or any interesl therein, which isnot in compliance with this Article shall be void and, except as provided or in Article below. shallbe of no effect.

24.6. Liability for Transfer of Interest without consent

Notwithstanding anything to the contrary in this Article, any partner purporting to transfer hisinterest or any part thereof, in violation of this Article shall be void and be liablJto the LLp andthe other partners for all liabilities, obligations, damages, losses, costs and expenses (includingreasonable attorney's fees and court costs) arising as a direct or consequential result of suchnon-complying transfer, attempted transfer or purported transfer, including specifically, anyadditional cost or taxes created by non-compliance with any of the requireme-nts'and conditionsprovided for in this Agreement.

7. Transfer permitted without consent

nding anything to the contrary provided for herein, a partner may transfer all but notthan all of its interest without approval to the surviving entity in an acquisition, merger,

or sale substantially all the assets of the partner.

Breach of Agreement

it is.letermined by the arbitrator that a material breach did occur and a satisfactory remedycannot be instituted, the non-breaching partner has the right lo request dissolution oi tfre LLppursuant to Article-26.

26. Dissolution

Upon a decision to dissolve the LLP by a written consent of the partners holding at least (s1%)of total percentage interests of the LLP; the LLp shall be liquidated pursuant to Alrticle 27.

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26.1. LegislativeDissolution

Notwithstanding anything contained in this LLp Agreement, LLp shall be deemed to oeautomatically dissolved on the happening of any of the followrng evenrs:-;(a) Number of partners falling below two;

(b) Partner's non-economic right is transferred to a third party without the approval of theexisting partners.

27. Liquidation

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llUpon the occurrence of an event of dissolution as defined in the LLp Act or in Article 25of this Agreement, the LLP shall cease to engage in any further business, except to thee)dent necessary to perform existing obligations and shall wind up its affairs andliquidate its assets. The partner or designated partner with the consent of all the partnersshall appoint a liquidator (who may but no need to be a partner) who shall have soleauthority and control over the winding up and liquidation of the LLp's business andaffairs and shall diligently pursue the winding up and liquidation of the LLp. As soon aspracticable after his appointment, the liquidator shall cause to be fited a statement ofintent to dissolve as required by the LLP Act, 2008 and / or Rules thereof.

During the course of liquidation, the partners shall continue to share profits and losses ofLLP but there shall be no cash distributions to the partners until the distribution date asdefined in Article herein under.

Liquidation shall continue until the LLP's affairs are in such condition that there can be afinal accounting, showing that all fixed or liquidated obligations and liabilities of the LLpare satisfied or can be adequately provided to under this LLp Agreement. Theassumption or guarantee in good faith by one or more financially responsible personsshall be deemed to be an adequate means of providing for such obligations andliabilities. when the liquidator has determined that there can be a final accounting, theliquidator shall establish a date (not to be later than the end of assessment vear of theliquidation, i.e., the time at which the LLP ceases to be a going concern, or if liter, ninety(90) days after the date of such liquidation) , for the distribution of the proceeds oiliquidation of the LLP (the "distribution Date"). The net proceeds after liouidation of theLLP shall be distributed to the partners as provided under the article hereof not later thanthe Dishibution Date.

bject to provisions of the LLP Act and the relevant rules, upon the dissolution andof the LLP, the proceeds of liquidation shall be applied in the following

first to pay all expenses of liquidation and winding up;

second to pay all debts, obligations and liabilities of the LLp in the order ofpriority as provided by law other than debts due to the partners or on account ofpartners' contributions:

third, to pay all debts ofthe LLP owing to a Partner; and

to establish reasonable reserves for any remaining contingent or unforeseenliabilities of the LLP not otherwise provided for which reserves shall bemaintained by the liquidator on behalf of the LLP in a regular interest-bearingtrust account for a reasonable period of time as determined by the liquidator. lfany excess funds remain in such reserves at the end of such reasonable timethen such remaining funds shall be distributed by the LLP to the partnerspursuant to article herein under.

Subject to the provisions of the LLP Act, 2008 upon final liquidation of the LLPbut not later than the date of distribution, the net proceeds of liquidationremaining following the settling of accounts in accordance with Article hereofshall be distributed to the Partners in proportion of their respective percentageinterests.

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28. Notices

Any notice to be given this Agreement shall be in writing and shall be deemed to be-properlygiven when received and may be sent by mail or, express account in facsimile to the permanentaddress of the respective partners.

28.1. Remedies

lf a partner fails to perform its obligations under this Agreement, any other partner shall have, inaddition to any rights and remedies provided hereunder such rights and remedies as areprovided at law or in equity.

28.2. No waiver

No consent or waiver, express or implied, by a partner to or of any breach or default by anotherpartner in the performance by such other partner of its obligations under this Agreement shallconstitute a consent to or waiver of any similar breach or default by any other partner. Failure bya partner to intimate of any act or omission to act by another partner, or to declare such otherpartner in default, irrespective of how long such failure continues, shall not constitute a waiverby such partner of its rights under this Agreement.

29, lnsurance

Partners may from time to time to purchase adequate, reasonable and customary personal,and product liability insurance.

and other financial Arrangements

LLP may purchase and maintain insurance or make other financial arrangements onof any person who is or was a designated partner or manager, officer or

of the LLP for any liability asserted against him or her and any liability andexpenses incurred by him or her in his or her capacity as a partner, manager, officer oremployee or arising out of his or her status as such, whether or not the LLP has theauthority to indemnify him or her against such liability and expenses.

The other financial arrangements made by the LLP may include.(i) The creation of a trust fund.

(ii) The establishment of a program of self-insurance.

(iii) The securing of its obligation of indemnification by granting a security interest orother lien on any assets of the LLP; or

(iv) The establishment of a letter of credit, guarantee or surety.No financial arrangement made pursuant to this Article may provide protection for aperson adjudged by a court of competent jurisdiction, after exhaustion of a appealstherefrom, to be liable for intentional misconduct, fraud or a knowing of lan-,except withrespect to the advancement of expenses or indemnification ordered bv a court.

In the absence of fraud:

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The decision of the LLP as to the propriety of the terms and conditions of anyinsurance or financial arrangement made pursuant to this article and the choiceof the person to provide the insurance or other financial arrangement isconclusive; and

The insurance or other financial arrangement: ,

(a) is not void or void able ; and

(b) does not subject any Partner or Manager approving it to personal liabilityfor his action, even if a partner or designated partner approving theinsurance or other financial arrangement is a beneficiary of the insuranceor other financial arrangement.

Seal

The partner may adopt a seal of the LLP in such form as the partners may decide.

31. Limited Liability

' ' -Except as expressly provided herein, neither partner will be liable to any person, other partners

or to the LLP with 1e..s.pect

to. any subject matter of this LLP Agreement under any contract,strict liability or other legal or equitable theory other than his interest in the LLp for

rial, indirect, incidental, consequential or punitive damages or lost profits or (ii) cost ofof substitute goods or services.

demnification between the Partners

partner shall indemnify the other partner or LLP or its officers, employees and itssuccessors, helrs and assigns ("lndemnities") for any loss, claim, damage, liability or

except to the extent, resulting from its respective gross negligence or willful wrong doing.This does not limit either partner's other iemedies available to undeiany of other laws.

32.'|.. Procedure

An indemnity that intends to claim indemnification under this Article promptly notify the otherpartner (the "lnseminators") in writing of any loss, claim, damage, liability or action in respect ofwhich the Indemnity intends to claim such indemnification, and the Inseminator shall have theright to participate in, and to the extent the Inseminator so desires, to assume the defense thereof with counsel of its own choice.

32.2. Limitation Of lndemnity

The indemnity Clause in this Agreement shall not apply to amounts paid in setflement of anyloss, claim, damage, liability or action if such settlement is made without the consent of th6lndemnitor, which consent shall not be withheld unreasonably. The failure to deliver writtennotice to the lndemnitor within a reasonable time after the commencement of any such action, ifprejudicial to its ability to-defend such action shall relieve such Inseminator of any liability to theIndemnities under this Article.

32.3. Cooperation

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At the Indemnitor's request, the lndemnitee under this Article and its employees and agents,shall cooperate fully with the Indemnitor and its legal report sensitive's in the investigation anddefenses of any action claim or liability covered by this indemnification and provide fullinformation with respect thereto.

32.4. Proceeding other than by LLP

The LLP will indemnify any person who was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, except an action by or in the right of the LLP, by reason of thefact that he is or was a Partner, officer, employee of the LLP, or is or was serving as a managerof LLP against expenses, including attorneys', fees, judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with the action, suit orproceeding if he acted in good faith and in a manner which he reasonably believed to be in ornot opposed to the best interests of the LLP and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful,. The termination ofany action, suit or proceeding by judgment, order, settlement, conviction, or its equivalent, doesnot, of itself, create a presumption that the person did not act in good faith and in a mannerwhich he reasonably believed to be in or not opposed to the best interest of the LLP, and that,with respect to my criminal action or proceeding, he had reasonable cause to believe that hisconduct was unlawful.

32.5. Proceeding by LLP

LLP will indemnify any person who was or is a party of is threatened to be made a party tothreatened, pending or completed action or suit or proceeding, whether civil, criminal,

or investigate, except an action by or in the right of the LLP by reason of the facthe is or was a Partner, officer, employee of the LLP or is or was serving as a manager ofagainst expenses, including attorneys fees, judgments, fines and amount paid in settlementreasonably incurred.by him in connection with the action, suit of proceeding if he acted infaith and in a manner which he reasonably believed to be in or not opposed to the best

of the LLP. Indemnification may not be made for any claim, issue or matter as to which/such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all

appeals therefrom, to be liable to the partners for amounts paid in settlement to the LLP, unlessand only to the extent that in which the action or suit was brought or other court of competentjurisdiction determines upon application that in view of all the circumstances of the person isfairly and reasonably entitled to indemnity for such expenses as deems proper.

32.6. Mandatory Advancement of Expenses

The expenses of Partners, Designated Partners and officers incurred in a civil or criminal action,suit or proceeding must be paid by the LLP as incurred in advance of the final disposition of theaction, suit or proceeding, upon receipt of an undertaking by or on behalf of the partner,designated partner or officer to repay the amount if it is ultimately determined by a court ofcompetent jurisdiction that he is not entitled to be indemnified by the LLP. The provision of thisArticle do not affect any rights to advancement of expenses to which personnel of the LLP otherthan partners, designated partner or officers may be entitled under any contract or othenryise.

32.7. Effect and Gontinuation

The indemnification and advancement of expenses authorized in or ordered by a court pursuantto above Articles

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(a) does not exclude any other rights to which a person seeking indemnification oradvancement of expenses may be entitled to under the LLP Agreement or otherwise for eitheran action in his official capacity or an action in another capacity while holding his office, exceptthat indemnification, unless ordered by a court or for the advancement oJ expenses maoepursuant to this Article, may not be made to or on behalf of any partner, designaied partner orofficer if a final adjudication establishes that his acts or omissions inv-olved intentionalmisconduct, fraud or a knowing violation of the law and was material to the cause of action.(b) continues for a person who has ceased to be a partner, officer, employee or agent andensures to the benefit of his heirs, executors and administrators.

32.8. Notice of Indemnification and advancement

Any indemnification of or advancement of expenses to a partner, officer, employee of the LLp inaccordance with this Article, if arising out of proceedings by or on behalf of t-he LLp, shall bereported in writing to the designated Partners.

33. Arbitration

es and differences whatsoever which shall arise between the partners or between theand the personal representatives of the deceased partner relating to any matter orPartner and LLP whatsoever relating to the affairs of the LLp or tie interbretation of; provisions of this LLP Agreement shall be referred to a single arbitrator, if the parties)n one, otheruise to a panel of three arbitrators, one to be appointed by each partyto be appointed by the other two arbitrators mutually agreed and appointeO Oy tnein accordance with and subject to the provisions of the Arbitration ind conciliationor any statutory modification or re-enactment there of for the time being in force.

partners agree that the decision of arbitrator shall be the sole, exclusive and bindinobetween them rqgarding any or all disputes, controversies, claims and counter-claimi

presented to the arbitrators. lf a decision is not complied with by a partner, then any award ordecision may be entered in a court of competent- jurisdiction fbr a judicial recognition of thedecision and an order of enforcement.

34. Confidentiality

34.1' Disclosure of a partner's confidential information to any of the officers, employees,consultants or third party shall be made only if and to extent necessary to carry out iightsand responsibilities under this LLp Agreement and shall only be made to persons whoare bound to maintain the confidentiality thereof and not to use such confidentialinformation except as expressly permitted by this Agreement.

34.2. Each partner shall use at least the same standard of care, but no less than a reasonablestandard of care for this industry, as it uses to protect its own confidential information roensure that its employees, consultants and other representatives do not disclose ormake any unauthorized use of confidential lnformation of another partner.

34.3. E-ach partner shal prgmply notify the other partner of any unauthorized use ordisclosure of confidential information of another Dartner.

34.4. within 60 days folowing termination or expiration of this Agreement each partner wireturn to the other partner, or destroy, upon the written requeit ortne concerneJ fartner,

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all confidential information disclosed to it by the concerned partner pursuant to thisAgreement including all copies and extracts of documents.

34.5. Any employee who shall have access to confidential information of another partner arebound by agreements to maintain such information in confidentiality and not to use suchinformation except as expressly permitted herein.

34.6. Each partner agrees to enforce confidentiality obligations by which its employers andconsultants are bound.

35. Amendments

s-ubject to any contrary provision of the Act this LLp Agreement may be amended only by theaffirmative vote of all the partners. Any such amendmeni shall been writing, duly executed by allthe oartners.

36. Repeal or Modification

Any repeal or modification of the LLP Agreement by the partners of the LLp shall not adverselyaffect any rights of a partne_r, designated partner oi officer of the LLp existing h;reunaer at thetime of such repeal or modification

.l -J7. Enforceability of Agreement

execution, derivery and performance of this Agreement have been dury authorized by arl)essary corporate actions and do not and will not violate any pr*i.ionl ;i;il6,-i;,l/j1,,11,",:1:1,J,:l

j,i19TL1t_j1lyl.:t.n 9g:1"?,. oeterminafion or award presenfly in effect

r'".' Jquy,'rs'r' rruurulrur aecree, oelermrnatron or award presenfly in effectpll""?lliy,^1"_]l.or any provisions of.this LLp Agreement. rnis ngr;emeni i, "

r"s"t,and binding obligation which is enforceabre in accorian." *itn it. t"r^ and conditions.a legal,

Entire Agreement

38.1. This Agreement and the exhibits and schedures here to and any side refter agreementsentered..into

_by the partners as on the date of this Agreemeni r"r"ting t,; poi""fi.rtermination of this Agreement constitute the entire agreement between thJpartners withrespect to the subject matter hereof, and supersede between the partners with respecrto the subject matter hereof,

.and..supersede a, prior and contempoianeou. agi"ar"n,r,representations, and understandings of the parties. No pany h;;b ir''"rr uE ri"or" oobound to the other in any manner by any warranties, representations or covenants withrespect to subject matter hereof except as specifically set forth herein.

38'2' Noting in this Agreement express or impried is intended to confer upon any party, otherthan the parties hereto,. and their respective successors ano pe,initteJ 'a5rig;;, "nyrights, remedies' obrigations or riabirities under or by.reason of this Agreement, exceptas expressrv provided herein. In addition, neither pjrtner

".n ..iig; iii. lgig;.,int o|.the rights and obrigations there under to another party witnout the mutuar consent of arlthe partners. .

39. Governing Law

This Agreement shafl be governed by and construed under the raws of India.

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40. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemedan original, but all of vrhich together shall constitute one and the same instrument, and shallbecome effective when there exist copies hereof which, w taken together, bear the authorizedsignatures of each of the parties hereto. Only one such counterpart signed by the party againsiwhom enforceability is sought needs to be produced to evidence the existence of this LLPAgreement.

41. Limited Liability Partnership Act prevails

Unless the context otherwise requires, the general provisions, rules of construction anddefinitions contained in the Act shall govern the construction of this Agreement; provided,however, that in the event of any inconsistency between such laws, the provisions of the Actshall prevail

42. Severability

lf one or more provisions of this Agreement are held by a court of competent jurisdiction to beunenforceable under the applicable law, portions of such provisions or such provisions in theirentirety, to the extent necessary and permitted by law shall be severed here from, and thebalance of this LLP Agreement shall be enforceable in accordance with its terms.

WINTESS WHERE OF, the parties hereto set and subscribed their resoective hands on theand year first hereinabove written.

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Partners Subscribing the LLP

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S/O RASIKLAL SHAHR/O 33/A EMMANUEL APTS PROCTORMUMBAI - 4OO OO7, MAHAMSHTRAOCCUPATION- BUSINESS

,frwPARIMAL SHAHS/O ARVINDBHAI SHAH13 JAYHIND SOCIETY, BHAIMVNATHROAD KANKARIA, MANINAGARAHMEDABAD - 380 028, GUJAMTOCCUPATION- BUSINESS

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