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19. In addition, the proforma parties along with the respondents were continuously operating through their competing companies i.e. through respondent Nos. 7 to 9, which is stated to be in total violation of clauses pertaining to non-solicitation and non-compete obligations as mentioned under the MoS. The former promoters and respondents were bound by the terms of the MoS to support the audit process and facilitate the management transition. Nevertheless, their intentional non-compliance in providing the requisite co-operation constituted a blatant breach of the MoS.

"K. For the sake of convenience, simultaneous with the present MOS, separate Share Purchase Agreement containing Indemnity, non-disclosure, non-Compete and non-Solicitation, and Share Transfer Forms are being executed with persons enlisted in Schedules 1A, 1B and Schedule 2 herein and separate Share Purchase Agreements and Share Transfer Forms are being executed with persons enlisted in Schedule 2B. The ex promoters shall render full co-operation and assistance in execution and compliance of the said Share Purchase Agreements and other documents by persons enlisted in Schedules 1A, 1B, 2 and 2B."
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20. Simultaneous to the execution of the present MOS, following shall also be executed by persons enlisted in Schedules 1A, 1B and Schedule 2:
Digitally Signed ARB.P. 38/2024 Page 33 of 46
By:MAYANK Signing Date:21.10.2024 14:53:48 •Share Purchase Agreements containing non-disclosure, non- Compete and non-Solicitation and indemnity; • IP Assignment Deed;
Relevant Clauses of the MoS Relevant Clauses of the SPA Clause 34 (Handover obligations) Clause 3 (Handover obligations) Clause 36 (Consultancy Clauses 8 - 9 (Consultancy obligations of the respondents) obligations of the respondents) Clause 40 (Obligation of co- Clause 11 (Obligation of co- operation in Finance and IP audit operation in Finance and IP audit) by Ex-promoters and MT members) Clauses 43 - 45 (Obligations of IP Clause 15 - 17 (Obligation of IP Assignment and execution of Assignment and execution of Assignment deeds) Assignment deeds) Clauses 47 - 49 (Non-solicitation Clause 18 - 19 (Non-solicitation and non-compete obligations of and non-compete obligations) Respondent No.2 to Respondent No.6 for a period of 4 years from execution of MoS) By:MAYANK Signing Date:21.10.2024 14:53:48