first addendum to the agency agreementfirst addendum to the agency agreement this first addendum...

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FIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective Date") and is the addendum to the Agency Agreement dated 2ih day of April 2016 ("Principal Agreement") executed BYAND BETWEEN BETWEEN:- (1) Yash Raj Films Pvt. Ltd., a company incorporated under the provisions of the Companies Act 1956, having CIN U92110MH1973PTC016788 / PAN No. AAACY1176Eand its registered Office 5, Shah Industrial Estate, Veera Desai Road, Andheri (W), Mumbai - 400053 and (hereinafter referred to as "YRF") which expression shall, unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the First Part; AND (2) Novex Communications Private Limited, a company incorporated under the provisions of the Companies Act 1956, having its registered office at B-301, Remi Bizcourt, 9 Shah industrial Estate, Andheri (W), Mumbai - 400 053 (hereinafter referred to as "Novex") which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors-in-interest and permitted assigns, of the Other Part YRF and Novex are hereinafter referred to as "Party" individually and as "Parties" collectively. WH EREAS: (A) The Parties had entered into the Principal Agreement dated 27th April 2016, effective till 30th June, 2018 whereby YRF had hereby appointed Novex as its Agent, for identifying opportunities for the exploitation of the Ground License Rights and usage of sound recordings and underlying works in any public avenues with respect to the Song(s) to enable YRFto enter into Third Party Agreements throughout the Territory in accordance with the terms and conditions. (B) Upon mutual discussions, the Parties have now mutually agreed to extend the Term of the Principal Agreement and make amendments and additions to the Principal Agreement. (C) The Parties now wish to record the additional terms upon which they have agreed to continue their association and integrate the same with the Principal Agreement. :v/; YRF~~~ ~=

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Page 1: FIRST ADDENDUM TO THE AGENCY AGREEMENTFIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective

FIRST ADDENDUM TO THE AGENCY AGREEMENT

This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018("Effective Date") and is the addendum to the Agency Agreement dated 2ih day of April 2016("Principal Agreement") executed

BYAND BETWEEN

BETWEEN:-

(1) Yash Raj Films Pvt. Ltd., a company incorporated under the provisions of the CompaniesAct 1956, having CIN U92110MH1973PTC016788 / PAN No. AAACY1176Eand its registeredOffice 5, Shah Industrial Estate, Veera Desai Road, Andheri (W), Mumbai - 400053 and(hereinafter referred to as "YRF") which expression shall, unless repugnant to the contextor meaning thereof be deemed to include its successors and assigns) of the First Part;

AND

(2) Novex Communications Private Limited, a company incorporated under the provisions ofthe Companies Act 1956, having its registered office at B-301, Remi Bizcourt, 9 Shahindustrial Estate, Andheri (W), Mumbai - 400 053 (hereinafter referred to as "Novex")which expression shall unless repugnant to the context or meaning thereof be deemed toinclude its successors-in-interest and permitted assigns, of the Other Part

YRF and Novex are hereinafter referred to as "Party" individually and as "Parties"collectively.

WH EREAS:

(A) The Parties had entered into the Principal Agreement dated 27th April 2016, effective till30th June, 2018 whereby YRF had hereby appointed Novex as its Agent, for identifyingopportunities for the exploitation of the Ground License Rights and usage of soundrecordings and underlying works in any public avenues with respect to the Song(s) toenable YRF to enter into Third Party Agreements throughout the Territory in accordancewith the terms and conditions.

(B) Upon mutual discussions, the Parties have now mutually agreed to extend the Term of thePrincipal Agreement and make amendments and additions to the Principal Agreement.

(C) The Parties now wish to record the additional terms upon which they have agreed tocontinue their association and integrate the same with the Principal Agreement.

:v/;YRF~~~ ~=

Page 2: FIRST ADDENDUM TO THE AGENCY AGREEMENTFIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective

Now therefore, the Parties hereby agree to make additions to the Principal Agreement asmentioned below:

1. The Parties hereby agree to extend the Term of the Principal Agreement for a furtherperiod of nine (9) months commencing from 1st July 2018 to 31st March 2019 ("ExtendedPeriod").

2. Novex agrees to provide monthly business statements and the copies of licenses issued toThird Parties from 1st July, 2016 till 31st December: 2017 by 31st January 2018 and thereafteron 15th of every month for the preceding month. Novex acknowledges and agrees that thisclause is material to the extension and subsistence of the Principal Agreement and YRFshall terminate Principal Agreement forthwith for breach of the same. Furthermore, clause8-4 shall be applicable for such termination.

3. Schedule I of the Principal Agreement has been deleted and replaced with the revisedSchedule I provided under the Annexure to this First Addendum Agreement.

4. Schedule III of the Principal Agreement has been deleted and replaced with the revisedSchedule III provided under the Annexure to this First Addendum Agreement

5. Novex further agrees that the Non-Refundable Exclusive Agency Advance for theExtended Period will be based on annual business generated on behalf of YRF during theperiod from July 2017 to June 2018 and will be subject to a minimum increase of 5% of theNon-Refundable Exclusive Agency Advance amount of year 2 as stated in Considerationclause 3.1 of the Principal Agreement i.e. INR 1,65,37,500/- (Indian Rupees One Crore Sixty-Five. Lakhs Thirty Seven Thousand Five Hundred) plus applicable GST, to be paid in equal,monthly instalments of INR 18,37,500/- (Indian Rupees Eighteen Lakhs Thirty- SevenThousand Five Hundred) plus GSTas per the revised Schedule III herewith.

6. Above Non-Refundable Exclusive Agency Advance is exclusive of any taxes includingGoods and Services Tax (GST), which will be payable by Novex based on taxes includingGSTcharged by YRF in their monthly invoices.

7. Novex further agrees to issue post-dated cheques for the Extended Period as per therevised Schedule III attached to this MOU on the signing of this First Addendum. Novexshall honour all Cheques issued to YRFon the respective date of issue of the Cheque.

8. All licenses issued by Novex to Third Parties will not be for a term exceeding the ExtendedPeriod.

9. Stamp duty applicable, if any, on this First Addendum Agreement shall be shared by boththe parties equally.

YRF, _ NOVEX _

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Page 3: FIRST ADDENDUM TO THE AGENCY AGREEMENTFIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective

This First Addendum Agreement shall form part of the Principal Agreement and the terms andconditions of the Principal Agreement shall be effective mutatis mutandis on this First AddendumAgreement. This First Addendum Agreement and the rights granted herein shall remain in forcefor the till the Extended Period and during the subsistence of the Principal Agreement. Upon expiryor termination of the Principal Agreement, this First Addendum Agreement shall also stand ceased.

INWITNESSWHEREOF the parties have entered into this First Addendum Agreement the day andyear first before mentioned:

Name: Vijay KumarTitle: VP - Home Entertainment & Licensing

NameTitle

In the Presence of:1.

In the Presence of:1.

~~

Name: Mr. Rama:arayana~amaswamyTitle: GM - Home Entertainment & Licensing Authorized Signatory

NOVEX ~ __

Page 4: FIRST ADDENDUM TO THE AGENCY AGREEMENTFIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective

ANNEXURE

SCHEDULE ISCHEDULE 1- LIST OF AUDIO SONG(S)

Sr. No. MOVIE NAMELicensed Work(s)-Audio Rights ONLY

1. Dil To Pagal Hai All songs2. Mohabbatein All songs

3· Mere Yaar Ki Shaadi Hai All songs

4· Mujhse Dosti Karoge All songs

5· Saathiya " All songs6. HumTum All songs

7· Dhoom All songs8. Veer-Zaara All songs

9· Bunty Aur Babli All songs10. Salaam Namaste All songs11. Neal 'n' Nikki All songs12. Fanaa All songs

13· Dhoom.z All songs

14· Kabul Express All songs

15· Ta Ra Rum Pum All songs16. Jhoom Barabar Jhoom All songs

17· Chak De India All songs18. l.aga Chunari Mein Daag All songs

Aaja Nachle All songs "19·20. Tashan All songs21. Thoda Pyaar Thoda Magic All songs22. Bachna Ae Haseeno All songs23· Roadside Romeo All songs24· Rab Ne Bana Di Jodi All songs25· New York All songs26. Dil Bole Hadippa All songs27· Rocket Singh - Salesman of the Year All songs28. Pyaar Impossible All songs29· Badmaash Company All songs30• Lafange Parindey All songs31• Band Baaja Baaraat All Songs32• Luv Ka The End All Songs

33· Mere Brother Ki Dulhan All Songs34· Mujhse Fraaandship Karoge All Songs

35· Ladies VS Ricky Bahl All Songs36• Ishaqzaade All Songs

37· Ek Tha Tiger All Songs38. Jab Tak Hai Jaan All Songs

39· Mere Dad Ki Maruti All Songs40. Aurangzeb All Songs

Page 5: FIRST ADDENDUM TO THE AGENCY AGREEMENTFIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective

Sr. No. MOVIE NAME licensed Work(s)-Audio Rights ONLY

41. Shuddh Desi Romance All Songs42. Dhoorn.j All Songs

43· Gunday All Songs

44· Bewakoofiyaan All Songs

45· Mardaani All Songs46. Daawat-E-Ishq All Songs

47· Kill Dil '. ., All Songs48. Dum l.aga Ke Haisha All Songs

49· Detective Byomkesh Bakshi All Songs50. Titli All Songs51. Fan All Songs52. Sultan All Songs

53· Befikre All Songs

54· Meri Pyaari Bindu All Songs

55· BankChor All Songs56. Qaidi Band All Songs57· Tiger Zinda Hai All Songs

**Please note that this Agreement does not grant the right to use the Audio of the Title Song of"Bachna Ae Haseeno". To clarify, the Audio of Title Song of "Bachna Ae Haseeno'iIs excludedfrom this Agreement. YRF shall not be responsible for the usage of the said song by the NOVEXand will not be liable for any third party claim.

In addition YRF shall also create original new content which may be instrumental or otherwisewhich shall form part of the Content. All songs from the new Film(s) produced by the YRF and NOTthe Film(s) acquired by YRF during the tenure of the agreement, the same shall automatically bepart of Schedule I & YRF shall not demand any further monies on that count.

NOVEX _

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