SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2023 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2023, is by and among Lytus Technologies Holdings PTV. Ltd., a company organized under the laws of the British Virgin Islands with offices located at 601 Everest Grande, A Wing, Mahakali Caves Road, Andheri (East), Mumbai, India 400 093 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2023 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [__], 2023, is by and among Lytus Technologies Holdings PTV. Ltd., a company organized under the laws of the British Virgin Islands with offices located at 601 Everest Grande, A Wing, Mahakali Caves Road, Andheri (East), Mumbai, India 400 093 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
LYTUS TECHNOLOGIES HOLDINGS PTV LTD UNDERWRITING AGREEMENT 2,609,474 Common SharesUnderwriting Agreement • June 23rd, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
LYTUS TECHNOLOGIES HOLDINGS PTV LTD, a British Virgin Islands corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Spartan Capital Securities, LLC is acting as representative (the “Representative”), an aggregate of 2,609,474 authorized but unissued common shares, par value $0.01 per share, (the “Common Shares”) of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 391,421 Common Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 28th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March __, 2022 (the “Issuance Date”) is between Lytus Technologies Holdings PTV. LTD., a holding company incorporated under the laws of British Virgin Islands (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Form of Representative’s Warrant AgreementLytus Technologies Holdings PTV. Ltd. • June 15th, 2021 • Services-computer processing & data preparation
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 20___ (the “Initial Exercise Date”)2 and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 202_3 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lytus Technologies Holdings PTV. LTD., a British Virgin Islands corporation (the “Company”), up to _______________4 shares of common shares, par value $0.01 per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Lock-Up AgreementLytus Technologies Holdings PTV. Ltd. • June 23rd, 2022 • Services-computer processing & data preparation
LYTUS TECHNOLOGIES HOLDINGS PTV LTD UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
LYTUS TECHNOLOGIES HOLDINGS PTV LTD, a British Virgin Islands corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of [___] units (each, a “Unit”), with each Unit consisting of one common share, par value $0.01 per share (each, a “Common Share”), and one warrant (each, a “Warrant”) to purchase one Common Share at an exercise price of $[__] for a period of [_] ([_]) years, subject to adjustment as provided in the Warrant with the rights and privileges set forth in a warrant agreement (the “Warrant Agreement”). The Common Shares that included within the Units are hereinafter referred to as the “Firm Shares,” and the Warrants that are included within the Units are hereinafter referred to as the “Firm Warrants.” No Units will be certificated, and th
PLEDGE AGREEMENTPledge Agreement • August 23rd, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of July , 2021, is entered into between LYTUS TECHNOLOGIES HOLDINGS PTV. LTD., a British Virgin Islands private limited company (“Pledgor”), and __________________ (“Secured Party”), with reference to the following:
SECONDARY SUPPLEMENTAL AGREEMENTSecondary Supplemental Agreement • April 1st, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
LYTUS TECHNOLOGIES PRIVATE LIMITED, a company incorporated in India under the provisions of the Indian Companies Act, 2013, having its registered office at A-21, 1st Floor, Ghanshyam Industrial Estate, Off Veera Desai Road, Andheri West, Mumbai - 400053 hereinafter referred to as “Lytus” or “Buyer” (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its, executors and administrators, and assigns);
Form of Underwriters’ Warrant AgreementWarrant Agreement • June 8th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____________, 20___ (the “Initial Exercise Date”)2 and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on _____________, 202_3 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lytus Technologies Holdings PTV. LTD., a British Virgin Islands corporation (the “Company”), up to _______________ common shares, par value $0.01 per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT LYTUS TECHNOLOGIES HOLDINGS PTV. LTD.Common Stock Purchase Warrant • June 14th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $_____________ to the Holder (as defined below) of even date) (the “Note”), [HOLDER], _________________ (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from LYTUS TECHNOLOGIES HOLDINGS PTV. LTD., a British Virgin Islands company (the “Company”), ____________ shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 3, 2024, by and among the C
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2024, by and between LYTUS TECHNOLOGIES HOLDINGS PTV. LTD., a British Virgin Islands company (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
AGREEMENT TO ACQUIRE CUSTOMER LIST BY AND BETWEEN REACHNET CABLE SERVICES PVT. LTD. as and LITUUS TECHNOLOGIES PVT. LTD. as AGREEMENT TO ACQUIRE CUSTOMER LISTAgreement • June 15th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS AGREEMENT TO ACQUIRE CUSTOMER LIST PURCHASE AGREEMENT (“Agreement”) is entered into at Mumbai on this 20th day of June, 2019 (“Effective Date”) by and between
SUPPLEMENTAL AGREEMENTSupplemental Agreement • December 6th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
Reachnet Cable Services Pvt. Ltd. having its registered office at Crescent Towers, 1st Floor, 229, A.J.C Bose Road, Kolkatta 700 020 (“Seller”) (which expression shall, unless repugnant to the context or meaning thereof, mean and include its subsidiaries, group companies, parent company, successors, permitted joint venture companies and/or permitted assigns) of the ONE Part;
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 14th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • Delaware
This equity purchase agreement is entered into as of June 3, 2024 (this “Agreement”), by and between Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands company (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”).
Underwriters’ Warrant AgreementUnderwriters’ Warrant Agreement • June 23rd, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, ____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 17, 2022 (the “Initial Exercise Date”)1 and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on June 17, 20272 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lytus Technologies Holdings PTV. LTD., a British Virgin Islands corporation (the “Company”), up to ____________ common shares, par value $0.01 per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REVISED SHARE PURCHASE AGREEMENT DATED October 30, 2020 AND SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 1st, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • Delaware
JAMES J. TUCHI (hereinafter collectively referred to as “Seller”) (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his respective legal heirs, successors and administrators) of the First Part;
ASSIGNMENT OF CONTRACTAssignment of Contract • October 5th, 2020 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This Assignment of Contract (the “Assignment”) is effective as of 20th March, 2020 (the “Effective Date”) by and between Lituus Technologies Limited (Reg. No. 2015767), a company incorporated in the British Virgin Islands, having its registered office at 4th floor, RJT Edifice, Waterfront Drive, P.O. Box. 260, Road Town, Tortola, British Virgin Islands, VG 1110, hereinafter referred to as “Lituus” through its Director Mr. Dharmesh Gulabrai Pandya residing at 5011 Gate Parkway, Building No.100, Suit No. 100, Jacksonville, Florida 32256, United States of America (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its, executors and administrators, and assigns) (“Assignor”) and;
DEED OF CONFIRMATION BETWEENLytus Technologies Holdings PTV. Ltd. • December 6th, 2021 • Services-computer processing & data preparation
LYTUS TECHNOLOGIES PVT. LTD, is a company duly registered under the Companies Act, 1956 , having its registered office at A 21, 1st floor, Ghanshyam Industrial Estate, OfF Veera Desai Road, Andheri West, Mumbai 400 053 (hereinafter referred to as “PARTY OF THE ONE PART”),
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 12th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 3, 2022 (the “Effective Date”) by and among Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands private limited company (“Lytus” or the “Company”) and GPL Ventures, LLC, a Delaware limited liability company (“GPL” and together with Lytus, the “Parties”).
SECURITY AGREEMENTSecurity Agreement • June 14th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This SECURITY AGREEMENT, dated as of June 3, 2024 (this “Agreement”), is among Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands company (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and the undersigned investors (each of such investors, collectively with its endorsees, transferees and assigns, the “Secured Parties”).
Agreement for Subscription of DebenturesAgreement to Subscribe • October 7th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS AGREEMENT TO SUBSCRIBE (hereinafter referred to as this “AGREEMENT”) is made this 30th day of December 2020 in Mumbai and entered into:
FIRST AMENDMENTSecurity Agreement • July 12th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS FIRST AMENDMENT to the Security Agreement (as defined below) (the “Amendment”) is entered into as of July 8, 2024 (the “Effective Date”), by and between Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands company (the “Company”), Lytus Technologies Private Limited, an India limited company (“Sub I”), Lytus Technologies, Inc., a Delaware corporation (“Sub II”), Sri Sai Cable and Board Band Private Limited, an India limited company (“Sub III”, and collectively with the Company, Sub I, and Sub III, the “Debtors”), Mast Hill Fund, L.P., a Delaware limited partnership (the “Secured Party I”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Secured Party II”, and collectively with the Secured Party I, the “Secured Parties”). The Debtors and the Secured Parties are collectively referred to herein as the “Parties”.
April 1, 2020 Dharmesh Pandya 2nd Floor, 116 Main Street Road Town Tortola VG1110 Dear Dharmesh:Lytus Technologies Holdings PTV. Ltd. • July 8th, 2020 • Services-computer processing & data preparation
This letter agreement is intended as an employment agreement between you and Lytus Technologies Holding Ptv. Ltd. (the “Company”).
FIRST AMENDMENTRegistration Rights Agreement • July 12th, 2024 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS FIRST AMENDMENT to the Registration Rights Agreement (as defined below) (the “Amendment”) is entered into as of July 8, 2024 (the “Effective Date”), by and between Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands company (the “Company”), Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor I”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Investor II”, and collectively with Investor I and the Company, the “Parties”).
SHARE PURCHASE AGREEMENT DATED 21st February 2020 AND SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 15th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
LITUUS TECHNOLOGIES LIMITED, (Reg. No.: 2015767) a company incorporated in the British Virgin Islands, having its registered office at 4th floor, RJT Edifice, Waterfront Drive, P.O. Box. 260, Road Town, Tortola, British Virgin Islands, VG 1110, (hereinafter referred to as “Purchaser”) through its Director Mr. Dharmesh Gulabrai Pandya, residing at 5011 Gate Parkway, Building No. 100, Suit No.100, Jacksonville, Florida 32256, United States of America or through its assignee and/or nominee (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the Third Part;
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 6th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
THIS MANAGEMENT SERVICES AGREEMENT is made and entered into at MUMBAI on this 1st day of March 2020 BETWEEN LITUUS TECHNOLOGIES PRIVATE LIMITED, a company incorporated and in India under provisions of the Indian Companies Act, 1956 having its registered office at A-21, 1st Floor, Ghanshyam Industrial Estate, Off Veera Desai Road, Andheri West, Mumbai - 400053 hereinafter referred to as “Lituus” (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its, executors and administrators, and assigns);
MATURITY DATE EXTENSION, AMENDMENT NO. 2 TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENTDocuments and Reaffirmation Agreement • June 8th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
This MATURITY DATE EXTENSION, AMENDMENT N O . 2 TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENT (this “Amendment”) is made as of June 6, 2022 (the “Effective Date”), by and between Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands private limited company (“Lytus” or the “Company”) and GPL Ventures, LLC, a Delaware limited liability company (“GPL” and together with Lytus, the “Parties”).
THIRD SUPPLEMENTAL AGREEMENT TO THE AGREEMENT DATED 20TH JUNE 2019 AND FIRST SUPPLEMENTAL AGREEMENT DATED 6TH DECEMBER,2019 AND THE SECOND SUPPLEMENTAL AGREEMENT DATED 30TH JUNE 2020Third Supplemental Agreement • June 15th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This Third Supplemental Agreement is made and entered into at Mumbai this 5 February 2021 between LYTUS TECHNOLOGIES PRIVATE LIMITED, a company incorporated in India under the provisions of the Companies Act, 2013, having its registered office at A-21, 1st Floor Ghanshyam Industrial Estate, Off Veera Desai Road, Andheri West, Mumbai 400053, (hereinafter referred to as LYTUS).
ASSIGNMENT OF CONTRACTAssignment of Contract • October 5th, 2020 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
This Assignment of Contract (the “Assignment”) is effective as of 20th March, 2020 (the “Effective Date”) by and between Jagjit Singh Kohli Indian inhabitant residing at 700, Ranee Villa, 10th Road, next to Yes Bank, Opp. Pratiksha Amitabh Old Bunglow, JVPD, Juhu, Mumbai 400 049 (which expression unless it be repugnant to the context or meaning thereof be deemed to mean and include his heirs executors administrators and assigns) (“Assignor”)
TRIPARTITE SHARE PURCHASE / ALLOTMENT AGREEMENTTripartite Share Purchase / Allotment Agreement • June 15th, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation
LYTUS TECHNOLOGIES HOLDINGS PTV. LTD., a company incorporated in Territory of The British Virgin islands under the laws of British Virgin Islands having its registered office at 2nd Floor, 116 Main Street, Road Town, Tortola, British Virgin Islands, represented through its duly authorized signatory Mr. Dharmesh Pandya (hereinafter referred to as “LYTUS BVI”) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the First Part;
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • August 23rd, 2021 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
MATURITY DATE EXTENSION, AMENDMENT TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENTDocuments and Reaffirmation Agreement • February 9th, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation • New York
This MATURITY DATE EXTENSION, AMENDMENT TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENT (this “Amendment”) is made as of February 3, 2022 (the “Effective Date”), by and between Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands private limited company (“Lytus” or the “Company”) and GPL Ventures, LLC, a Delaware limited liability company (“GPL” and together with Lytus, the “Parties”).
April 1, 2020Lytus Technologies Holdings PTV. Ltd. • April 1st, 2021 • Services-computer processing & data preparation
This letter agreement is intended as an employment agreement between you and Lytus Technologies Holding Ptv. Ltd. (the “Company”).
