AGREEMENTThis Agreement ( or MOU ) made at VADODARA, on day of February,2012Between PSSG VENTURE LLP (hereinafter referred to as party of FIRST PART) a registeredLimited Liability Partnership (LLP) under the Limited Liability Partnership Act, 2008 andRepresented by its partner MR.PANKIL SHAILESH SHAH resident of Vadodara and MR.XYZ(hereinafter referred to as party of SECOND PART ) which expression shall unless repugnantto the context, include their respective heirs, legal representatives and assigns.WHEREAS the party of the FIRST PART is involved in a business of networking website thatProvide one stop platform for all networking needs on the web in India. AND WHEREAS theSaid party of the FIRST PART is willing to admit financial promoters to join in the existingBusiness of LLP for funding the financial needs of the LLP and the said financial promoter(s)Is willing to provide finance by joining as a partner in the business of LLP and bringing theFunds individually on mutually agreed terms.NOW it is hereby agreed by and between the parties aforementioned as follow:1 The LLP shall forthwith declare to admit the party of the SECOND PART in the existing business with the mutual consent of existing partners on bringing the funds in the LLP and contribution towards capital of the LLP. The share of the party of the second part in the capital of LLP will be represented by their profit/loss sharing ratio as mutually agreed and disclosed in the supplementary deed duly executed or executable from time-to-time2. the LLP shall separately establish a fund to be titled as ‘BUSINESS FUND’ which Reflects contribution from various financial promoters brought by them in the LLP in Terms of this agreement (MOU). The said ‘BUSINESS FUND’ so accumulated shall be
Utilized for carrying out business activities of the existing LLP whether short-term or Long –term3. The party of the SECOND PART to this agreement shall advance to the LLP Immediately on singing this agreement (MOU) a sum of Rs.5,00,000/- (Rupees Five Lakhs Only ) towards his /her/their contribution to the ‘BUSINESS FUND’ of the Existing LLP and a sum Rs.1,000/- (Rupees One Thousand only ) as advance Towards his /her/their contribution to capital of the existing LLP till execution of Supplementary deed of the LLP4. It is specifically agreed that unless the parties hereto shall have otherwise accorded Their prior consent in writing in that behalf any new admission of the party with the Contribution to capital of the existing LLP shall be made in such manner as to ensure That the participation by the parties hereto in the total capital of the LLP shall at all Times be and remain in the same proportion as that provided hereinbefore so that The proportion of original promoters of the LLP i.e; MR PANKIL S. SHAH AND MRS. SHRUSHTI P. SHAH (her maiden name SHRUSHTI M. GOSAR) in the total capital of The LLP shall always be 90 % and that of subsequent promoters jointly at 10%.AND Neither party shall without the written consent of the other increase or reduce Directly or indirectly its proportion on the capital of the existing LLP.5 .No transfer of any share in the capital of LLP shall be allowed save and except to any Existing partner or his relative or any of his/her/their legal heirs or to a person approved By the existing partners of the LLP. Every partner or other person intends to transfer His/her share in the capital of the LLP shall give notice in writing to the LLP of his Intention to do so.6. It is agreed among the parties that the party of the SECOND PART shall become a Partner of the existing LLP by bringing his capital contribution in the LLP in the
Mutually agreed ratio and shall also contribute to the ‘BUSINESS FUND’ of the LLP.7. It is further agreed between the parties that the party of the SECOND PART shall be Entitled to compensation at a fixed percentage on his contribution to ‘BUSINESS FUND’ of the LLP till the time his contribution remain in the LLP. The fixed Percentage of compensation are as under: Year of Contribution Compensation % per annumFirst and second year 7.0%From Third year 7.5%8. This agreement (or MOU) is exclusive to the parties hereto and neither of them shall Assign or attempt to assign its rights and benefits there under, except as otherwise Agreed to herein9. It is also further agreed that the party of the SECOND PART is also entitled to share Profit/losses of the LLP as per terms mutually agreed and forming part of the Supplementary deed entered/to be with the party of the SECOND PART, Over and above the compensation as fixed percentage so agreed at point no. 7 Above10. The parties hereto further agree that they shall modify the terms and condition of This agreement (or MOU) in case it is necessary to meet the requirements, if any, of Any general instructions or notification issued by the central Government or many Applicable Act thereof.11. Neither party to this agreement (or MOU) shall be considered responsible for any Breach of failure of this agreement or any terms hereof arising from the imposition Restriction on onerous regulations by any Government, Governmental Agency or local Authority or by acts of civil or military authority or other cause beyond their control.
In witness whereof the parties hereto have set their hands on this day month and year First above written, in the presence of--- SIGNED BY MR. PANKIL S. SHAH AND MRS. SHRUSHTI P.SHAH for And on behalf of m/s PSSG VENTURELLPSINGED BYBeing the party of SECOND PARTWITNESSES:1.2.