CHALLAN

MTR Form Number-6

GRN MH007534003202324P BARCODE Date 01/09/2023-15:15:54 Form ID

Department Inspector General Of Registration Payer Details

Non-Judicial Stamps
TAX ID / TAN (If Any)
Type of Payment Purchase of Franking Code SoS Mumbai only
PAN No.(If Applicable)

Office Name THN2_THANE 2 JOINT SUB REGISTRAR Full Name NEOVISTAA DIGITAL LLP

Location THANE

Year 2023-2024 One Time Flat/Block No.

Account Head Details Amount In Rs. Premises/Building

0030045501 Amount of Tax 1000.00 Road/Street

Area/Locality

Town/City/District

PIN

Remarks (If Any)

NEOVISTAA DIGITAL LLP AGREEMENT

Amount In One Thousand Rupees Only

Total 1,000.00 Words

Payment Details SBIEPAY PAYMENT GATEWAY FOR USE IN RECEIVING BANK

Cheque-DD Details Bank CIN Ref. No. 10000502023090104818 9208940046929

Cheque/DD No. Bank Date RBI Date 01/09/2023-15:17:43 Not Verified with RBI

Name of Bank Bank-Branch SBIEPAY PAYMENT GATEWAY

Name of Branch Scroll No. , Date Not Verified with Scroll

Department ID : Mobile No. : 9987072876

NOTE:- This challan is valid for document to be registered in Sub Registrar office only. Not valid for unregistered document.
sadr calana kovaL duuyyama inabaMQak kayaa-layaat naaodMNaI kravayaacyaa dstaMsaazI laagau Aaho. naaodMNaI na kravayaacyaa dstaMsaazI sadr calana laagau
naahI.

Page 1/1 Print Date 01-09-2023 03:22:36

 LIMITED LIABILITY PARTNERSHIP AGREEMENT
(As per Section 23 (4) of LLP Act, 2008)

THIS Agreement of LIMITED LIABILITY PARTNERSHIP made at Mumbai this

1st September,2023 BETWEEN

1. MR. SUSHANT CHANDRAKANT GAIKWAD, an Indian Inhabitant, son of MR. CHANDRAKANT

GAIKWAD residingat Room No. 30, Pratik Building, J.L. Tambe Nagar, Sarojini Naidu Road,
Near Bank Of India, Mumbai, Mulund West Maharashtra, 400080. which expression shall,
unless it be repugnant to the subject or context thereof, include his heirs, executors, attorneys,
successors, administrators, nominees and permitted assignees hereinafter called the FIRST
PARTY, and

2. Mrs. TANUJA SUSHANT GAIKWAD, an Indian Inhabitant, daughter of MR. PANDHARINATH

POYEKAR Residing at Room No. 30, Pratik Building, J.L. Tambe Nagar, Sarojini Naidu Road,
Near Bank Of India, Mumbai, Mulund West Maharashtra, 400080. which expression shall,
unless it be repugnant to the subject or context thereof, include his heirs, executors,
attorneys, successors, administrators, nominees and permitted assignees hereinafter called
the SECOND PARTY.

(The FIRST and Second Party SHALL BE COLLECTIVELY REFERRED TO AS “Partners” or “Parties”AND
INDIVIDUALLY REFERRED TO AS “Partner” or “Party”)

WHEREAS the parties here to desire to adopt a Limited Liability Partnership Agreement for newventure
i.e., NEOVISTAA DIGITAL LLP (the “LLP”) to more particularly provide for their respective, rights, powers,
duties and obligations as partners and management, operation and activities of the LLP.

WHEREAS as soon as practicable following execution of this Agreement, a copy of this agreementshall be
filed with the Registrar of Limited Liability Partnership.

NOW, THEREFORE, the partners by this Agreement set forth this Limited Liability Partnership Agreement
(“LLP Agreement”) for the LLP under the Limited Liability Partnership Act, 2008 uponthe following terms
and conditions:

1. Applicability of First Schedule to the Act:

The Mutual rights and duties of the Partners and the mutual rights and duties of the LLP and its
partners shall be determined as per the terms of this LLP Agreement and in the absence of any
agreement on any matter, by the provisions of the First Schedule to the Limited Liability
Partnership Act, 2008.

2. Definitions

In this Agreement and the Schedules to if the following terms shall have the following meanings
unless the context otherwise requires.
 “Agreement” means this “Limited Liability Partnership Agreement” or “LLP Agreement”,
as originally executed and as amended, modified or supplemented from time to time.

“Accounting Year” means the financial year i.e., from 1st April, to 31st March every year,

“Accountants” means Chartered Accountant, or such other nationally recognized public

accountants of the LLP as may be selected from time to time by the LLP.

“The Act” means the “Limited Liability Partnership Act,” 2008 (6 of 2009).

“Capital Contributions” means the contribution made by the partners of the LLP pursuantto Clause
9 hereof and, in the case of all the partners, the aggregate of all such capital contributions.

“Partner” Each party to this Agreement shall be a Partner in the LLP, within the meaningof the Act
until they cease to be a partner in accordance with the provisions of the Act orthis Agreement (the
“Partners”). The names and addresses of the initial partners are FIRST PARTY AND SECOND PARTY
as specified hereinabove. Additional Persons may be admitted as Partners on the express terms
and conditions expressly set forth herein.

“Partner’s Interest” means the ownership interest of a Partner in the LLP, including a partner’s
right to share in the LLP’s items of incomes, gain, loss, deduction, credits and similar items, and
the right to receive distributions from the LLP, as well as right to vote and otherwise participate
in the operations or affairs of the LLP as provided for herein and under The Act.

Expression and words not defined herein shall have meaning assigned to them respectively under
The Act.

3. Term

The LLP Agreement shall come into effect from the date of incorporation of LLP by way of its
registration with the Registrar and shall continue until dissolve and liquidated in accordance with
clause 26.

4. Incorporation of the LLP

The LLP shall be duly organized, validity existing and is in good standing under the laws ofthe
jurisdiction of its incorporation, is qualified to do business and has all requisite powers and
authority, corporate or otherwise, to conduct its business as now being conducted, to own, lease
and operate its properties and to execute, deliver and perform this Agreement.

The Partners have completed and delivered such forms as are required by the LLP Act to the
Registrar’s Office and paid all the required fees to incorporate the LLP in accordance with the
Act. The Partners are in receipt of the Certificate of Incorporation bearing LLP identification number
ACB-8972 dated 7th JULY,2023. The LLP certificate of registration shall be kept atthe Registered Office.

5. Nature of the Business

The nature or purpose of the business to be conducted or promoted by the LLP is as follows:

1. Digital Marketing
a) Performance Marketing
b) Lead Generation
c) Social Media marketing
d) Search engine Optimization
e) Influencer Marketing
2. Selling Digital Products
3. Launching Retail brand
4. Offering services related to any digital tool
5. Website Development
6. App Development

6. LLP Name
The business of the LLP shall be conducted under the name of “NEOVISTAA DIGITAL LLP.”

The Partners may change the name of the LLP at any time. Such change must be notifiedto the
Registrar’s Office by the Designated partners in accordance with the provisions of the Act.

7. Registered Office

The Registered Office of the said LLP shall Pratik Bldg No 6 Type A/2 Flat No 4, Tambe Nagar,
Mumbai, Mulund West 400080 in Maharashtra-India and or at such other places, as may be
mutually agreed upon. Upon any changein the registered office address of the LLP, it shall be the
duty of the Designated Partnerof the LLP to notify it to the Registrar in the prescribed form.

8. Place of Business

8.1 The LLP business shall be carried out at the registered office referred to in this Agreement
or at such other place(s) as may be decided by Designated partners from time to time.
The costs of all rent, rates, repairs, insurance and other outgoings and expenses relating
to the registered office or part thereof and any other premises acquired/rented for the
purpose of the LLP business, if any, shall be borne by the LLP.

8.2 The legal estate in all freehold or leasehold properties acquired for the purpose of the LLP
shall be vested in the LLP. The net proceeds of sale and the rents and profits until sale
shall form part of the assets of the LLP. The Partners shall be indemnified by the LLP
against the rent and other outgoings in respect of the properties and the costs and
expenses of observing the covenants relating to them.
9. Capital Contributions

The capital of the LLP shall be decided by its partners and the initial contribution of Rs. 10,000/-
(Ten thousand only) shall be contributed by Partners hereto in the following proportions. The
aforesaid Capital shall be termed as the Fixed Capital of the LLP.

Name of Partners % Of Capital Rupees in words

Share of Amount
capital (In Rs.)
MR. SUSHANT 50% 5000 Five Thousand Only
CHANDRAKANT GAIKWAD
MRS. TANUJA SUSHANT 50% 5000 Five Thousand Only
GAIKWAD
Total 100.00% 10,000/- Ten Thousand Only

Except as otherwise specifically provided in this Agreement, the Capital Commitment of partner
(i) shall represent the maximum aggregate amount of cash or property that suchPartner shall be
required to contribute to the capital of the LLP and (ii) without such Partner’s consent, shall not
be changed during the term of the LLP.

The Partners may for the purpose of meeting working capital requirement of the LLP which shall
be termed as Floating Capital of the LLP unless otherwise unanimously agreedby the partners to
consider it as Fixed Capital.

Each partner’s contribution to, or Floating capital withdrawal from, the LLP shall be credited, or
debited, respectively, to that partner’s Floating Capital Account or current account. Any change
in the Floating Capital of the partner of LLP would not amount to change in the partners or LLP
total Capital.

9.1. Additional contribution

The partners hereto have also agreed to subscribe additional Fixed capital in such ratio as
may be agreed between the Partners whenever it is required to do so for theefficiency of the
business. At the time of increase of the capital, the additional Fixed capital of the partner (s)
may be adjusted against the increased capital.

9.2. Withdrawal or Reduction of capital Contributions

Except as expressly provided in this Agreement, no Partners shall have the right to withdraw
from the LLP all or any part of its Fixed capital contribution.
 zzzzA partner, irrespective of the nature of its Fixed capital contribution, shall only have the
right to demand and receive cash in return for its Fixed capital contribution, unless the
partners shall have unanimously agreed that such partner may receive a distribution in kind.

10. Banking
All funds of the LLP shall be deposited in LLP’s name in such current account or fixed deposit
account or mutual fund accounts with any bank/Mutual Fund, as shall be designated any the
partners and such accounts shall be operated by the partners. The partners shall from time to
time decide on signatories to operate the bank account.

11. Accounts
a) The account of the LLP shall be maintained according to the financial year, from 1st April
to 31st March and general account shall be taken of all the capital, assetsand liabilities for
the time being of the LLP as on 31st March in each year and of the profit and Loss of the
said year.

b) The LLP shall maintain usual accounts and other books at the registered office of the LLP
and they shall be kept properly posted up-to-date and shall not be removed from the
registered office without the consent of all the designated partners.

c) The accounts of the LLP shall be approved by all the designated partners of LLP which shall
then be binding on all the partners and a copy thereof shall be distributed to each of the
partners.

d) Complete books and records of the LLP shall be maintained on an accrual basis accurately
reflecting the accounts, business and transactions of the LLP on a financial year basis and
according to the double entry system of accounting.

e) The profit and loss shall be adjusted to partners current account in the ratio agreed upon
as per clause 15 of this deed.

12. Inspection of Records, Annual and Other Reports

12.1 The LLP shall keep at its registered office:

(a) A current list of the full name and last known business, residence or mailing
address of each Partner and designated partner in alphabetical order;
(b) Copies of this LLP Agreement and all amendments hereto;
(c) Copies of the LLP Income-tax returns and reports; if any, for the three mostrecent
years; and
(d) Copies of any financial statements of the LLP for the three most recentyears.
 12.2. Inspection of LLP Records

The accounting books and records and the record of partners shall be open to inspection
upon the reasonable request of any partner at any reasonable time during usual business
hours, for a purpose reasonably related to such partner’s interest as a partner, such
inspection by a partner may be made in person or by agent or attorney duly authorized in
writing, and the right of inspection the right to copy and make extracts.

13. Annual Filling

LLP shall prepare and file with the Registrar a Statement of Account and Solvency and anAnnual
Return with the within the stipulated time under The Act and Rules for each financial year.

14. Nature of Partnership Interest

(a) The interest of Partners in the LLP constitutes their personal estate. In the event of the
death or legal disability of any partner, the trustee or administrator of suchPartner shall
be bound by the provisions of this LLP Agreement.

15. Sharing of Profits and Losses

All the partners hereto shall have the right, title and interest in all the assets and properties in the
LLP in the proportion of their Profit and Sharing.

Name of Partners % Of Share of capital

MR. SUSHANT GAIKWAD 50%
MRS. TANUJA GAIKWAD 50%

16. Meetings

The Meeting of Partners shall ordinarily be held at the registered office of the said LLP orat any
other places as per the convenience of partners.

With the written consent of the partners, a meeting of the partners may be conducted through
tele-conferencing.

Periodic meetings shall be held as determined by the designated partners of LLP. Meetings of the
Partners for any specific purpose may be called at any time by any Partner.

Notice of the time and place of meetings shall be delivered by the designated partner of the LLP
either personally or by telephone to each Partner, or sent by first-class mail or by
 electronic mail or facsimile transmission addressed to him or her at his or her address asit appears
upon the records of the LLP.

Notice of a meeting of the Partners shall be given at least three (3) days prior to the timeof the
holding of the meeting unless the notice period is waived by all the partners or a smaller notice
period is agreed upon by all the Partners.

The said LLP shall ensure that decisions taken by it are recorded in the minutes within 30(thirty)
days of taking such decisions and are kept and maintained at the registered officeof the said LLP.

17. Voting rights and Management and Administration of Limited Liability Partnership

Apart from the matters in respect of which the agreement provides for unanimous consent or the
consent of all the partner’s, the following other actions, matters or thingscan be done only with
the consent/approval of all partners;

1. Change of business

2. Raising further capital under para 9.1 above and additional finance for business.

3. Changing the name of the LLP

4. Any alteration to the LLP agreement.

5. Purchase of any movable or immovable properties (including land, development rights,

FSI, TDR buildings, houses, slums or any rights in immovable property) or incurring of any
capital expenditure or sell, transfer, lease, relinquishment or disposal of any movable or
immovable property of LLP including full or part of any undertaking of LLP, for and on
behalf of LLP.

6. Appointment or removal of designated partner.

7. Acceptance of Annual Accounts and Solvency and the Auditor’s Report thereon.

8. Change of mode or manner or operation of bank account.

9. Change in powers, authorities, or obligations of designated partners.

10. Any change in remuneration of designated partners.

 11. Any proposal of LLP to make an application to the Central Government that the affairs of
the LLP ought to be investigated.

12. Any sale or merger or amalgamation of the LLP, with another entity or the required action
in the case of any extraordinary loss or ‘waste’ to the property ofthe LLP as defined in
section 66 of the Transfer Property Act, 1882, warranting theappointment of a Receiver;
and

13. Winding up and dissolution of the LLP.

14. To commence, carry on and comprise or settle or withdraw any litigation, dispute,claim
etc. by or against LLP and for this purpose or otherwise for the purpose of business of LLP.

15. To provide any guarantee to any person against loans or advances or profit assurance, on
behalf of the LLP.

a) All the Partners shall have voting rights on all the above-mentioned matters to be
decided by LLP according to their profit sharing ratio prevailing at the time of
voting irrespective of their capital contribution tothe LLP’s Capital or numbers of
Partners.

b) Manner, if any, in which the consent of the partner’s is to be obtained.

c) All decisions of Partners (excluding designated partner’s decisions) required to be

taken in terms of this Agreement shall be taken at meeting of partner or by a
notice in writing or by writing circular resolution or in any other manner as the
partners may decide.

d) The Partners shall have the right to vote and act on the matters and affairsof the
LLP as are expressly provided for herein or are required by the Act to be voted
upon by the Partners.

18. Management

18.1 Designated Partners

Following shall be the first designated partner on incorporation of LLP

1. Mr. SUSHANT GAIKWAD

2. Mrs. TANUJA GAIKWAD

18.2 Powers of Designated Partners

 Except as otherwise expressly provided herein, day-to-day operations and decisions of
the LLP shall be vested exclusively in the designated partner appointed in terms hereof,
who shall have the power on behalf and in the name of the LLP to carry out any and all of
the purposes of the LLP and to perform all acts and enter into and perform all contracts
and other undertakings that they may deem necessary or advisable or incidental thereto.

18.3 Responsibility of Designated Partner

Designated Partners shall be responsible for doing all acts, matters and things as are
required to be done by LLP for compliance or provisions of the Act including filing of any
documents, returns, statements or report under the Act or as per LLPAgreement.

19. INDEPENDENT BUSINESS

19.1 Each of the parties hereto shall be entitled to carry on their own, separate and
independent business as hitherto they might be doing or they may hereafter do as they
deem fit and proper and other partners and the LLP shall have no objectionthereto provided
that the said partner has intimated the said fact to the LLP before the start of the
independent business and moreover he shall not use the name ofthe LLP to carry on the
said business.

19.2 An outgoing partner or retiring partner, whose dues have been settled and paid off in
accordance with the convents in this agreement shall not carry on or engage or be
interested directly or indirectly in any business competing with the businessof the LLP
except with the consent of the continuing partner.

20. Obligations of Partners

Each partner shall:

(1) Be just and faithful to other partners in all transactions relating to LLP business;
(2) Render true accounts and full information of all things affecting the LLP to any partner or
his legal representative.
(3) Account to the LLP for any benefits delivered by him without the consent of the LLP from
any transactions concerning the LLP, or from any use by him of the property, name or any
business connection of the LLP.
(4) In case any of the Partners of the LLP desires to transfer or assign his interest or shares in
the LLP he has to offer the same to the remaining partners by giving 15 days’ notice. In
the absence of any communication by the remaining partners theconcerned partner can
transfer or assign his share to any other person with the concurrence of other partner.
(5) Diligently attend to the business of the LLP and devote his/her time and attentionthereto.
 (6) Pay his separate debts and indemnify the LLP and the other partner of the LLP against all
proceedings, costs, claims or demands and for any loss caused by it by his fraud in the
conduct of the business of the LLP.
(7) Give full information and truthful explanations of all matters relating to the affairsof the
LLP to all the partners at all times;
(8) Comply with all the provisions of the Act and Regulations, Rules framed or to be framed
therein;

21. Forbidden acts

No partner shall:
(1) have the right or authority to bind or obliged the LLP to any extent whatsoeverwith
regard to any matter outside the scope of the partnership purpose;
(2) do any act detrimental to the interest of the LLP or which would make it impossibleto carry
on the business or affairs of the LLP.
(3) Further no partner shall without the written consent of the said LLP;
a) Employ any money, goods or effects of the said LLP or pledge the credit thereof
except in the ordinary course of business and upon the account offor the benefit
of the said LLP.
b) Engage or except for gross misconduct, dismiss any employee of thepartnership.
c) Lend money or give credit on behalf of the said LLP or to have any dealingswith any
persons, company or firm whom to other partner previously in writing have
forbidden it to trust or deal with. Any loss incurred through any breach of
provisions shall be made good with the said LLP by the partner incurring the same.
d) Enter into any bond or become surety or security with or for any person or do
knowingly cause or suffer to be done anything whereby the said LLP property or
any part thereof may be seized.
e) Assign, mortgage or charge its share in the said LLP or any asset or propertythereof
or make any other person a partner therein.
f) Compromise or compound or (except upon payment in full) release or discharge
any debt due to the said LLP except upon the written consent given by the other
partners.
g) Enter into any bond or become bailor or surety for any person or knowinglycause
or suffer to be done anything where by the LLP property may be endangered.
h) Lease, sell, pledge or do other disposition of any of the LLP’s property
otherwise than in the ordinary course of business.

22. Liability of Partners

The liability of the partners shall be limited as provided in the Act and as set forth in this LLP
agreement. Partners shall not be obliged to restore by way of capital contribution or
 otherwise, any deficits in its capital account or the capital account of any other partner (ifsuch
deficits occur)

23. Change in Partners

23.1 Admission of new Partner

A new Partner may be introduced with the consent of all the partners on such terms and
conditions as the partners agree with the person to be introduced as a partner, in the LLP.Such
incoming partner shall give his/her prior consent to act as Partner of the said LLP and he/she shall
contribute such amount/value as may be decided by majority of partners hereto. The share of
incoming partner shall be as may be decided between the continuingpartners and the incoming
partner.

23.2 Voluntary Withdrawal of a partner

A Partner may retire from LLP by giving a written notice of 30 days to the LLP and all otherPartners,
except that no partner can retire from LLP without completing all the obligationswhich the LLP has
entered which make a commitment on behalf a particular partner. Onretirement Partner, the
retiring Partner shall be entitled to full payment in respect of all his rights, title and interest in the
LLP as provided in the Act.

Upon the withdrawal/retirement of a partner from the LLP for any reason, such partner shall
cease to have and further right to or interest in the LLP.

23.3 Death of Partner

a) On the death of any partner, the LLP shall not be dissolved and the surviving Partners may
continue the LLP business upon such terms and conditions as they may decide the said
LLP shall have a perpetual succession.
b) Upon the death of any of the partners herein any one of his or her heirs will be admitted
as a partner of the LLP in place of such deceased partner. The heirs, executors, and
administrators of such deceased partners shall be entitled to and shall be paid the full
payment in respect of the right, title and interest of such deceased partner.
c) On the death of any partner, if his or her heir opts not to become the partner, thesurviving
partners shall have the option to purchase the contribution of the deceased partner in
the LLP.

23.4 Insolvency of the Partner

On the insolvency of any Partner, the LLP shall not be dissolved, the surviving Partners
may continue the LLP business upon such terms and conditions as they may decide. The
said LLP shall have a perpetual succession. However, uponinsolvency of a partner his or
her rights, title and interest in the LLP shall come toan end.

23.5 Expulsion of partner

 A partner may not be expelled by a unanimous decisions of the partners save in good faith
and in the interest of the LLP business only after a show cause notice in writing is served
on that partners or designated partner after giving 7 days’ time for his response, and in
that event the partner expelled shall be entitled to the benefits of the retiring partner and
be liable to the same obligations applicableto the retiring partner in accordance with the
provisions of this agreement in thisbehalf.

24. Remuneration of designated/working partners

The partners may mutually decide on remuneration as may be Payable to designated/

working partners.

25. Interest to Partners

Simple rate of interest not exceeding 12% per annum or such lower rate as may be
prescribed under section 40 (b) (iv) of the Income Tax, 1961 or any statutory modification
or reenactment for the time being in force may be paid by the LLP tothe Partners on the
amount standing to the credit of the capital and/or current orloan account of the Partners,
if mutually agreed among Partners. The Partners shall be at liberty to decrease and/or the
above rate of interest from time to time.In case the net profit of LLP is not sufficient to
pay interest on partners’ capital asprovided herein above then the partners shall be paid
interest proportionately tothe profit as available before allowing such interest so that in
no case the LLP shallsuffer loss on account of payment of interest to partners.

26. Liquidation

(a) Upon the occurrence of an event of dissolution as defined in the LLP agreement, shall
cease to engage in any further business, except to the extent necessary to perform
existing obligations, and shall wind up its affairs and liquidate its assets. The partner or
designated partner with the consent of all the partners shall appoint a liquidator (who
may, but need not, be a Partner) who shall have sole authority and control over the
winding up and liquidation of the LLP’s business and affairs and shall diligently pursue the
winding up and liquidation of the LLP. As soon as practicable after the appointment, the
liquidator shall cause to be fileda statement of intent to dissolve as required by the Act
and/or Rules thereof.

(b) During the course of liquidation, the partners shall continue to share profits and losses of
LLP but there shall be no cash distribution to the partners until the Distribution Date.

(c) Liquidation shall continue until the LLP’s affairs are in such condition that there can be a
final accounting, showing that all fixed or liquidated obligations and liabilities of the LLP
are satisfied or can be adequate provided for under this Agreement. The assumption or
guarantee in good faith by one or more financially
 responsible persons shall be deemed to be an adequate means of providing for such
obligations and liabilities. When the liquidator has determined that there canbe a final
accounting, the liquidator shall establish a date (not to be later the endof the taxable year
of the liquidation, i.e., the time at which the LLP ceases to be agoing concern, or, if later,
ninety (90) days after the date of such liquidation) for the distribution of the proceeds of
liquidation of the LLP (the “Distribution Date”).The net proceeds of liquidation of the LLP
shall be distributed to the partners notlater than the Distribution Date.

(d) Subject to provisions of the Act upon the dissolution and liquidation of the LLP, the
proceeds of liquidation shall be applied as follows: -

(i) first, to play all expense or liquidation and winding up;

(ii) Second, to pay all debts, obligations and liabilities of the LLP, in the order of priority as
provided by law, other than debts owing to the Partners or on account of Partner’s
contribution.

(iii) third, to pay all debts of the LLP owing to a Partner, and

(iv) To establish reasonable reserves for any remaining contingent or unforeseen liabilities of
the LLP otherwise provided for, which reserves shall be maintained bythe liquidator on
behalf of the LLP in a regular interest- bearing trust account for a reasonable period as
determined by the liquidator. If any excess funds remain funds remain in such reserves at
the end of such reasonable time, then such remaining funds shall be distributed by the
LLP to the partners.

(v) Subject to the provisions of the Act upon final liquidation of the LLP butnot
later than the Distribution Date, the net proceeds of liquidation remaining
following the settling of accounts in accordance with Articlehereof shall be
distributed to the partners in proportion of their respective profit percentage
ratios.

27. Notices

Any notice to be given to LLP under this Agreement shall be in writing and shall be deemed given
when received and may be sent by registered post, express courier to
Praghana Bldg No. 6, A/2, Flat No. 4, Tambe Nagar, Mumbai, Mulund Police Station,
Mumbai-400080.

28. Defaults and Remedies

28.1 Defaults

If a partner materially defaults in the performance of its obligations under the LLP
agreement, and such default is not cured within ten (10) days after notice of such
 default is given by a partner to the defaulting partner for default that can be curedby the
payment of money, or within thirty (30) days after notice of such default isgiven by a
partner to the defaulting partner for any other default, then the non- defaulting shall have
the rights and remedies in respect of the default.

28.2 Remedies

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

28.3 No Waiver

No consent or waiver, express or implied by a partner to or of any breach of default by

another partner in the performance by such other partner of itsobligations under this
Agreement shall constitute a consent to or waiver of any similar breach or default by any
other partner. Failure by a partner to complain ofany act or omission to act any another
partner, or to declare such other partner indefault, irrespective of how long such failure
continues, shall not constitute a waiver by such partner of its right s under this Agreement.

29. Insurance

The LLP shall from time to time purchase adequate, reasonable and customary personal,
property and product liability insurance.

29.1 Insurance and other Financial Arrangements

(a) The LLP may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a designated partner,
manager, officer, employee of the LLP for any liability asserted against himor her
and liability and expenses incurred by him or her in his or her capacity as a
partner, manager, officer or employee or arising out of his or her status as such,
whether or not the s LLP has the authority to indemnify him or her against such
liability and expenses.

(b) 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 obligations of indemnification by
granting a security interest or other lien on any assets of the LLP;
or
(iv) The establishment of a letter of credit, guaranty or Surety.

(c) No financial arrangement made pursuant to this Article may provide

protection for a person adjudged by a court of competent jurisdiction,
 after exhaustion of all appeals there from; to be liable for international
misconduct, fraud or a knowing violating of law, except with respect to the
advancement of expenses or indemnification ordered by a court.

(d) In the absence of fraud:

(1) The decision of the LLP as to the propriety of the terms andconditions of
any insurance or other financial arrangements made pursuant to this
clause 29 and the choice of the person to provide the insurance or other
financial arrangements is conclusive; and
(2) The insurance or other financial arrangement:
(3) is not void or voidable; and
(4) does not subject any Partner or Manager approving it to personal liability
for his action;
(5) even if a partner or designated partner approving the insurance orother
financial arrangement is a beneficiary of the insurance or other financial
arrangement.
30. Seal

The LLP may adopt a seal of the LLP in such form as the partners may decide. Theseal shall
be affixed in presence of the designated partner on all such documents, where it is
necessary.

31. Limitation of Liability/Indemnification

31.1 Limited Liability

Except as expressly provided herein and in the Act, neither partner will be liable to the
other partner or to the LLP with respect to any subject matter of this Agreement under
any contract, negligence, strict liability or other legal or equitable theory for (i) any
special, Indirect, incidental, consequential or punitivedamages or lost profits or (ii) cost of
procurement of substitute goods of services.

31.2 Indemnification between the Partners

Neither partner shall indemnify the other partner of LLP or its respective officers,
directors, employees and its respective successors, heirs and assigns (“Indemnities”) for
any loss, claim, damage, liability or action except to the extentresulting from its respective
gross negligence or willful wrong doing. This paragraph does not limit either partner’s
other remedies available to it under thelaws.

31.3 Procedure

An Indemnity that intends to claim indemnification under this clause 31 shall

promptly notify the other partner (the “Indemnitor”) in writing of any loss, claim,
 damage, liability or action in respect of which the Indemnitee intends to claim such
indemnification, and the Indemnitor shall have the right to participate in, and, to the
extent the Indemnitor so desires, to assume the defense thereof withcounsel of its own
choice.

31.4 Limitation of Indemnity

The Indemnity Clause in this Agreement shall not apply to amounts paid in settlement of
any loss claim, damages, liability or action if such settlement is madewithout the consent
of the Indemnitor, which consent shall not be withheld unreasonably. The failure to
deliver written notice to the Indemnitor within a reasonable time after the
commencement of any such action, if prejudice to its ability to defend such action, shall
relieve such Indemnitor of any liability to the Indemnitee under this Article.

31.5 Co-operation

At the Indemnitor’s request, the Indemnitee under this Article and its employees and
agents, shall cooperative fully with the Indemnitor and its legal representatives in the
investigation and defense of any action, claim or liability covered by this indemnification
and provide full information with respect thereto.

31.6 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 to any threatened, pending or completed action, suit or proceeding,whether civil,
criminal, administrative or investigative, except an action by in the right of the LLP, by
reason of the fact that he is or was a Partner, officer, employees of the LLP, or is or was
serving as a manager of LLP against expenses,including attorney’s fees, judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding If he acted in good faith and in a manner which he
reasonably believedto be in or not opposed to the best interests of the LLP, and with
respect to any criminal action or proceedings, had no reasonable cause to believe his
conduct was unlawful. There would be a lock in period of five years and said can be
renewed after a further period of five years. The termination of any action, suit or
proceeding by judgement, order, settlement, conviction, or its equivalent, does not, of
itself, create, create a presumption that the person did not act in good faithand in a manner
which the he reasonably believed to be in or not opposed to thebest interests of the LLP,
and that, with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

31.7 Proceeding by LLP

 The LLP indemnify and person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the LLP to
procure a judgement in its favour by reason of the fact that he is orwas a Partner, officer,
employee of the LLP against expenses, including amounts paid in settlement and
attorney’s fee actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests 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 LLP or for amounts paid in settlement to the LLP, unless and
only to the extent that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the circumstances
of the case, the person if fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

31.8 Mandatory Advancement of Expenses

The expenses of partners, designated partner and officers incurred in defending acivil or
criminal action, suit or proceeding must be paid by the LLP as they are incurred and in
advance of the final disposition of the action, 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 of competent jurisdiction that he is not
entitled to be indemnified by the LLP. The provisions of this Article do not affect any right
s to advancement of expenses to which personnel of the LLP other than partners,
designated partner or officers may be entitled under any contract or otherwise.

31.9 Effect and Continuation

The indemnification and advancement of expenses authorized in or ordered by acourt

pursuant to above Article, inclusive:

(a) does not exclude any other rights to which a person seeking indemnification of
advancement of expenses may be entitled under the Agreement or otherwise,
for either an action in his official capacity or anaction in another capacity while
holding his officer except that indemnification, unless ordered by a court of for
the advancement of expenses made pursuant to Article 31.7, may not be made
to or on behalf of any partner, designated partner or officer if a final adjudication
establishes that his acts or omissions involved international misconduct, 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, employee or agentand
ensures to the benefit of his heirs, executors and administrators.

31.10 Notice of Indemnification and Advancement

Any indemnification of, or advancement of expenses to, a Partner of officer in

accordance with this Article, if arising out a proceeding by or on behalf of the LLP,
shall be reported in writing to the Partners.

32. Arbitration

All disputes and differences whatsoever which shall arise between the partners orbetween
the partners and the personal representatives of the deceased partner relating to any
matter or between Partner and LLP whatsoever touching the affairs of the LLP or the
interpretation of this Agreement shall be referred to a single arbitrator, if the parties
agree upon one, otherwise to three arbitrators one to be appointed by each party to the
difference in accordance with and subject to the provisions of the Arbitration and
Conciliation Act, 1966 or any statutory modification or re- enactment thereof for the time
being in force.

The partners agree that the decision shall be the sole, exclusive and binding remedy
between them regarding any and all disputes, controversies, claims and counter-claims
presented to the arbitrators. If a decision is not complied with by a partner, then any
award or decision may be entered in a court of competent jurisdiction for a judicial
recognition of the decision and an order of enforcement.

Arbitration shall be conducted in Mumbai and shall be in English unless decided otherwise
by the Parties to the dispute.

33. Confidentiality

(a) Disclosure of a partner’s confidential information to any of the officers, employees,

consultants or third party shall be made only if and to the extent necessary to carry out
rights and responsibilities under this Agreement, shall be limited to the maximum extent
possible, consistent with such rights and responsibilities, and shall only be made to
persons who are bound to maintain the confidentiality thereof and not to use such
confidential information except as expressly permitted by this Agreement.

(b) Each partner shall use at least the same standard of care, but no less than a reasonable
standard of care for this industry, as it uses to product its ownconfidential information to
ensure that its employees, consult ants and other representatives do not information to
ensure that its employees, consultants andother representatives do not disclose or make
any unauthorized use of confidential information of another partner. Each partner shall
promptly notify
 the other partner of any unauthorized use or disclosure of confidential information of
another partner.

(c) Within 60 days following termination or expiration of this Agreement, each partner will
return to the other partner, or destroy, upon the written request of the concerned
partner, all confidential information disclosed to it by the concerned partner pursuant to
this Agreement, including all, copies and extracts of documents.

(d) Any employee who shall have access to confidential information of anotherpartner are
bound by agreements to maintain such information in confidence and not to use such
information except as expressly permitted herein. Each partner agrees to enforce
confidentiality obligations by which its employees and consultants are bound.

34. Enforceability of Agreement

The execution, delivery and performances by it of this Agreement have been duly
authorized by all necessary corporate action and do not violate any provision of any law,
rule, regulation, order, writ, judgement, injunction, decree, determination or award
presently in effect having applicability to it or any provision of its charter documents.

This Agreement is a legal, valid and binding obligation of it, enforceable against it in
accordance with its terms and conditions.

35. Entire Agreement

(a) This Agreement constitutes the entire agreement between the Partners with respect to
the subject matter hereof, and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No Party hereto shall be liable or
bound to the other in any manner by anywarrantees, representatives or covenants with
respect to the subject matter hereof except as specifically set forth herein.

(b) Nothing in this Agreement, express or implied is intended to confer upon any party, other
than the parties hereto, and their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as
expressly provided herein. In addition, neither, Partner can assign this Agreement or the
rights and obligations there under to another party without the prior written consent of
the other Partner.
36. Governing law

The Agreement shall be governed by and construed under the

substantive laws
of the State of India.

37. Counterparts

This Agreement may be executed in two to more counterparts, each of

which shall be deemed an original, but all of which together shall
constitute one and the sameinstrument and shall become effective when
there exist copies hereof which, whentaken together bear the authorized
signatures of each of the parties hereto. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.

38. Limited Liability Partnership Act prevails

Unless the context otherwise requires, the general provisions, rules of

construction and definitions 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 Act shall
prevail.

39. Alternation or amendment

No alteration to or amendment or change in this LLP Agreement including

any change in the nature of business of the LLP as defined in point no. 5
above shall bevalid unless it is reduced in writing as a supplement to this
agreement dulyaccepted by every partner of the LLP by himself or his
legal heirs or his legal representative (s), as on the relevant date of
alteration, amendment or change.

40. Severability

If one or more provisions of this Agreement are held by a proper court to

be unenforceable under applicable law, portions of such provisions, or
such provisionsin their entirely, to the extent necessary and permitted by
law, shall be severed here from, and the balance of this Agreement shall
be enforceable in accordance with its terms.
IN WITHNESS WHEREO the parties have put their respective hands the day and year first herein above
written

Signed and delivered by the

For and on behalf of NEOVISTAA DIGITAL LLP

Name: - Mr. Sushant Chandrakant Gaikwad

First Party Address: - Room No. 30, Pratik Building, J.L. Tambe Nagar,
Sarojini Naidu Road, Near Bank Of India, Mumbai, Mulund
West Maharashtra, 400080.
Signature: -

Second Party Name: - Mrs. Tanuja Sushant Gaikwad

Address: - Room No. 30, Pratik Building,
J.L. Tambe Nagar, Sarojini Naidu Road, Near Bank Of India,
Mumbai, Mulund West Maharashtra, 400080.
Signature: -

Witness

Name: - Chandrakant Gaikwad Name: - Trupti Shinde

Occupation: - Retired Occupation: - Service
Address: - 30 Pratik, J L Tambe Nagar, S N Address: Flat 703 Tower 08,
Road, Mulund west, Mumbai 400080 Balaji Garden CHS, Ayre Gaon,
Ayre Road, Dombivli East,
Signature:- Near Kopar Station
Thane -421201
Signature: -

Place: Mumbai
Date: - 17th July, 2023