As filed with the Securities and Exchange Commission
on November 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lytus Technologies Holdings PTV. Ltd.
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
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Not Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
Business Center 1, M Floor
The Meydan Hotel
Nad Al Sheba, Dubai, UAE
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Lytus Technologies Holdings PTV. Ltd. 2023 Employee Incentive
Plan
(Full title of the plans)
M. Ali Panjwani, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 326-0820
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☐ |
| |
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this
“Registration Statement”) is being filed by Lytus Technologies Holdings PTV. Ltd., a British Virgin Islands company
(the “Registrant”), to register 40,000,000 common shares, par value $0.01 per share of the Registrant, for issuance
pursuant to the Registrant’s 2023 Employee Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * |
The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee plan annual information) will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission
are hereby incorporated by reference in this Registration Statement:
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(a) |
Our Annual Report on Form 20-F for the fiscal year ended March 31, 2023, filed with the SEC on August 18, 2023, including the financial statements included therein; |
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(b) |
our Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on July 26, 2023, August 3, 2023, August 23, 2023 and September 6, 2023, including the exhibits thereto; and |
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(c) |
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 20-F referred to in (a) above (other than portions of those documents furnished or not otherwise deemed to be filed). |
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(d) |
The description of our securities as set forth on Exhibit 2.1 of the Registrant’s Annual Report referred to in (a) above, and any amendments or reports filed with the Commission for the purpose of updating such description. |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign
Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into
this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of
the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Under British Virgin Islands laws, each of our
directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view to our best interests
and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Such limitation
of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not
limit the liability of directors under United States federal securities laws.
We may indemnify any of our directors or anyone
serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. We may only
indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of criminal proceedings,
the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether
the director acted honestly and in good faith with a view to our best interests and as to whether the director had no reasonable cause
to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question
of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not,
by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the
director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful in
defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and
against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the
proceedings.
We may purchase and maintain insurance in relation
to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or
officers in that capacity, whether or not we have or would have had the power to indemnify the directors or officers against the liability
as provided in our memorandum of association and articles of association.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable as a matter of United States law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the State of Florida, United States, on November 22, 2023.
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Lytus Technologies Holdings PTV. Ltd. |
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By: |
/s/ Dharmesh Pandya |
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Dharmesh Pandya |
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Title: |
Chief Executive Officer
(Principal Executive Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Dharmesh Pandya and Shreyas Shah and each of them, individually, as his
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead
in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned,
this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to
Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Dharmesh Pandya |
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Director and Chief Executive Officer |
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November 22, 2023 |
| Dharmesh Pandya |
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(Principal Executive Officer) |
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| /s/ Shreyas Shah |
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Chief Financial Officer and Director |
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November 22, 2023 |
| Shreyas Shah |
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(Principal Accounting and Financial Officer) |
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| /s/ Rajeev Kheror |
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Director |
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November 22, 2023 |
| Rajeev Kheror |
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| /s/ Parvez Master |
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Director |
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November 22, 2023 |
| Parvez Master |
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| /s/ Robert M. Damante |
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Director |
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November 22, 2023 |
| Robert M. Damante |
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Signature of Authorized U.S. Representative
of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States of Lytus Technologies Holdings PTV. Ltd., has signed this Registration Statement on November 22, 2023.
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By: |
/s/ Dharmesh Pandya |
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Name: |
Dharmesh Pandya |
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Title: |
Chief Executive Officer |
II-4
Exhibit 5.1
Our Ref: NSJ/DP/LTH/201123
Email: nstjean@mctodman.com
Lytus Technologies
Holdings PTV. Ltd.
Business Center 1, M
Floor
The Meydan Hotel
Nad Al Sheba, Dubai, UAE
22 November 2023
Dear Sir,
| Re: | LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. BC# 2033207(the “Company”) |
We have acted as British Virgin Islands
counsel to Lytus Technologies Holdings PTV. LTD., a corporation formed under the laws of the British Virgin Islands (the “Company”),
in connection with the preparation of the Company’s registration statement on Form S-8 to be filed with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) with respect
to the registration of 40,000,000 common shares of the Company (the “Shares”) for the Company’s 2023 Employee
Incentive Plan (the “Plan”).
Documents Reviewed
We have reviewed originals, copies, drafts or
conformed copies of the following documents:
| (a) | A copy of the Registration Statement; |
| (b) | A copy of the Company’s Certificate of Incorporation issued
by the Registrar of Corporate Affairs in the British Virgin Islands on 28 March 2022, certified as true by McNamara Corporate Services
Limited, the Registered Agent of the Company on 20 November 2023; |
| (c) | A copy of the statutory registers of directors and officers,
members, mortgages and charges of the Company as maintained at its registered office in the British Virgin, certified as true by McNamara
Corporate Services Limited, the Registered Agent of the Company on 20 November 2023. |
| (d) | A copy of the Memorandum and Articles of Association of the
Company as registered and filed with the Registrar of Corporate Affairs in the British Virgin Islands, certified as true by McNamara
Corporate Services Limited, the Registered Agent of the Company on 20 November 2023; |
| (e) | A copy of the filed resolutions of the Company dated 15 May
2020 increasing the number of shares that the Company is authorised to issue certified as true by McNamara Corporate Services Limited,
the Registered Agent of the Company on 20 November 2023; |
| (f) | The records of the Company held at the Registry of Corporate
Affairs in the British Virgin Islands; |
| (g) | Such other documents and laws as we consider necessary as a
basis for giving this opinion. |
The documents listed in paragraphs (d)
to (i) above inclusive are collectively referred to in this opinion as the "Company Records".
McNamara Chambers, 2nd Floor, 116 Main
Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810,
284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
ASSUMPTIONS
The following opinions are given only
as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only
relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. We have not, for the purposes
of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. In giving the following opinions,
we have relied (without further verification) upon the completeness and accuracy of our search at the Registry of Corporate Affairs. We
have also relied upon the following assumptions, which we have not independently verified:
| (a) | All original documents are authentic, that all signatures and
seals are genuine, that all documents purporting to be sealed have been so sealed, that all copies are complete and conform to their
original and that the Form S-8 conforms in every material respect to the latest drafts of the same produced to us and that where documents
have been provided to us in successive drafts marked-up to indicate changes to such documents all such changes have been so indicated. |
| (b) | The copies of the Company Records are complete and constitute
a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law. |
| (c) | There is nothing under any law (other than the laws of the British
Virgin Islands) which would or might affect the opinions herein. |
OPINION
Based only upon and subject to the foregoing assumptions and
the reservations and qualifications set out below, and having regard to such legal considerations as we deem relevant, and under the laws
of the British Virgin Islands, we are of the opinion that:
| 1. | The Company is a company duly incorporated under the Business
Companies Act, 2004 of the British Virgin Islands (the "Act") and validly exists as a BVI business company limited by
shares in the British Virgin Islands. |
| 2. | The Company is authorised to issue 230,000,000 shares of one
class with a par value of US$0.01 each. |
| 3. | The issue and allotment of the Shares when issued in accordance
with the Plan will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share
is only issued when it has been entered in the register of members (shareholders). |
McNamara Chambers, 2nd Floor, 116 Main
Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810,
284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
QUALIFICATIONS
| (a) | In this opinion the phrase "non-assessable" means,
with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for
additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared
to pierce or lift the corporate veil). |
| (b) | Except as specifically stated herein, we make no comment with
regard to warranties or representations that may be made by or with respect to the Company in any of the documents or instruments cited
in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter. |
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of
Civil Liabilities" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S.
Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully,
/s/ McW. Todman & Co.
McW. Todman & Co.
McNamara Chambers, 2nd Floor, 116 Main
Street, P.O. Box 3342, Road Town, Tortola, British Virgin Islands
Tel: + 1-284 2810,
284-3810, Fax: +1-284-494-4957, 284-494-7040 Email: mail@mctodman.com Web: www.mctodman.com
Page 3 of 3
Exhibit 10.1
LYTUS
TECHNOLOGIES HOLDINGS PTV. LTD.
2023 EMPLOYEE INCENTIVE PLAN
* * * * *
1. Purpose.
The purpose of the Lytus Technologies Holdings Ptv. Ltd. 2023 Employee Incentive Plan (the “Plan”) is to further and
promote the interests of Lytus Technologies Holdings Ptv. Ltd. (the “Company”), its Subsidiaries and its shareholders
by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants, or those who will become
employees, directors or consultants, and to align the interests of those individuals and the Company’s shareholders. To do this,
the Plan offers performance-based incentive awards and equity-based opportunities providing such employees, directors and consultants
with a proprietary interest in maximizing the growth, profitability and overall success of the Company and its Subsidiaries. The Plan
was adopted by the Board of Directors of the Company on 24th July 2023 and shall be effective from 30th October,
2023 (the “Effective Date”).
2. Definitions. For
purposes of the Plan, the following terms shall have the meanings set forth below:
2.1 “Award”
means an award or grant made to a Participant under Sections 6, 7, 8, 9 and/or 10 of the Plan.
2.2 “Award
Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and 16.7 of the Plan in connection with the
granting of an Award.
2.3 “Board” means the Board of Directors of the Company, as constituted from
time to time.
2.4 “Cause”
means: With respect to any employee or consultant of the Company, unless the applicable Award Agreement states otherwise:
| (a) | If the employee or consultant is a party to an employment
or service agreement with the Company or its affiliates and such agreement provides for a definition of Cause, the definition contained
therein; or |
| (b) | If no such agreement exists, or if such agreement does not
define Cause: (i) the conviction of, or plea of guilty or no contest to, a felony or a misdemeanor involving moral turpitude or the commission
of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate; (ii) conduct
that has or reasonably could have a material adverse effect on the business, goodwill, or reputation of the Company or any of its affiliates;
(iii) gross negligence or willful misconduct with respect to the Company or an affiliate; (iv) material
violation of home country securities laws; or (v) material violation of the Company’s written policies or codes of conduct, including,
but not limited to, written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical
misconduct, the Lytus Technologies Holdings Ptv. Ltd. NonDisclosure and Assignment of Inventions Agreement, Lytus Technologies Holdings
Ptv. Ltd. Policy Regarding Confidentiality and Securities Trades by Company Personnel, and Lytus Technologies Holdings Ptv. Ltd.Code of
Business Conduct and Ethics. |
| (c) | With respect to any member of the Board, unless the applicable
Award Agreement states otherwise, a determination by a majority of the disinterested Board members that the director has engaged in any
of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing the
director’s appointment; (iv) willful conversion of corporate funds; or (v) repeated failure to participate in Board meetings on
a regular basis despite having received proper notice of the meetings in advance. |
The Committee, in its absolute discretion, shall determine
the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
2.5 “Committee”
means the committee of the Board established to administer the Plan, as described in Section 3 of the Plan, or if no such committee has
been appointed or established, the Board.
2.6 “Common
Stock” means the Common Stock, par value $0.0001 per share, of the Company, or any security of the Company issued by the Company
in substitution or exchange therefor.
2.7 “Company”
means Lytus Technologies Holdings Ptv. Ltd., a British Virgin Islands corporation, or any successor entity to Lytus Technologies Holdings
Ptv. Ltd.
2.8 “Disqualifying Disposition” is defined in Section 16.8 of the Plan.
2.9 “Effective Date” is defined in Section 1 of the Plan.
2.10 “Exchange
Act” means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.
2.11 “Fair
Market Value” means on, or with respect to, any given date(s), the average of the highest and lowest market prices of the Common
Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not traded on such date(s), on the next preceding
day or days on which the Common Stock was traded. If at any time the Common Stock is not traded on an exchange, the Fair Market Value
of a share of the Common Stock shall be determined in good faith by the Board.
2.13 “Incentive
Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement)
that is intended to be (and is specifically designated as) an “incentive stock option”
2.14 “Non-Qualified
Stock Option” means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement)
that is not (and is specifically designated as not being) an Incentive Stock Option.
2.15 “Participant”
means any individual who is selected from time to time under Section 5 to receive an Award under the Plan.
2.16 “Performance
Units” means the monetary units granted under Section 10 of the Plan and the relevant Award Agreement.
2.17 “Plan”
means the Lytus Technologies Holdings Ptv. Ltd. 2023 Employee Incentive Plan, as set forth herein and as in effect and as amended
from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).
2.18 “Restricted
Shares” means the restricted shares of Common Stock granted pursuant to the provisions of Section 8 of the Plan and the relevant
Award Agreement.
2.19 “Restricted
Share Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one share of Common Stock, granted
pursuant to the provisions of Section 9 of the Plan and the relevant Award Agreement. Each Restricted Share Unit represents an unfunded
and unsecured obligation of the Company. A Participant shall have no voting rights with respect to any Restricted Share Units.
2.20 “Stock
Appreciation Right” means an Award described in Section 7.2 of the Plan and granted pursuant to the provisions of Section 7
of the Plan.
2.21 “Subsidiary(ies)”
means any corporation (other than the Company), trust, partnership or limited liability company in an unbroken chain of entities,
including and beginning with the Company, if each of such entities, other than the last entity in the unbroken chain, owns, directly or
indirectly, more than fifty percent (50%) of the voting shares, partnership, beneficial or membership interests in one of the other entities
in such chain.
2.22 “Total
and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s
disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate
in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental
disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith
by the Committee, based upon medical reports or other evidence satisfactory to the Committee.
3.
Administration.
3.1 The
Committee. The Plan shall be administered by the Committee. Subject to the last sentence of this Section 3.1, the Committee shall
be appointed from time to time by the Board and shall be comprised of not less than two (2) of the then members of the Board who are Non-Employee
Directors of the Company. Consistent with the Bylaws of the Company, members of the Committee shall serve at the pleasure of the Board
and the Board, subject to the immediately preceding sentence, may at any time and from time to time remove members from, or add members
to, the Committee. In the event that the Board has not appointed the Committee, then the Board shall have all the powers of the Committee
under the Plan.
3.2 Plan
Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan and to promulgate, amend and rescind
rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to the terms and conditions
of the Plan, the Committee shall make all determinations necessary or advisable for the implementation, administration and maintenance
of the Plan including, without limitation, (a) selecting the Plan’s Participants, (b) making Awards in such amounts and form as
the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Awards as the Committee shall deem appropriate,
and (d) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan and/or
any Award Agreement. The Committee may designate persons other than members of the Committee to carry out the day-to-day ministerial administration
of the Plan under such conditions and limitations as it may prescribe, except that the Committee shall not delegate its authority with
regard to the selection for participation in the Plan and/or the granting of any Awards to Participants. The Committee’s determinations
under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.
Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, implementation
or maintenance of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any
Participants. The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee,
by execution of written agreements and/or other instruments in such form as is approved by the Committee. The Committee may, in its sole
discretion, delegate its authority to one or more senior executive officers for the purpose of making Awards to Participants who are not
subject to Section 16 of the Exchange Act.
3.3 Liability
Limitation. Neither the Board nor the Committee, nor any member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan (or any Award Agreement), and the members of the Board and
the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including,
without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors
and officers liability insurance coverage which may be in effect from time to time.
4.
Term of Plan/Common Stock Subject to Plan.
4.1 Term.
Unless terminated earlier by the Board, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date, except with respect
to Awards then outstanding. After such date no further Awards shall be granted under the Plan.
4.2 Common
Stock. The maximum number of shares of Common Stock in respect of which Awards may be granted or paid out under the Plan, subject
to adjustment as provided in Section 14.2 of the Plan, shall not initially exceed 130 Million (130,000,000) shares (the “Initial
Share Limit”); all of which may be issued pursuant to the exercise of Incentive Stock Options. In the event of a change in the
Common Stock of the Company that is limited to a change in the designation thereof to “Capital Stock” or other similar designation,
or to a change in the par value thereof, or from par value to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan. Common Stock which may be issued
under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by the Company (in the open-market
or in private transactions) and which are being held as treasury shares. No fractional shares of Common Stock shall be issued under the
Plan.
Notwithstanding the foregoing, (a)
the total number of shares of Common Stock that may be delivered pursuant to Awards under the Plan shall automatically increase on the
first trading day of each calendar year, beginning with the 2023 calendar year, by such number of shares of Common Stock as maybe decided
by the Board of Directors determined on a fully diluted basis as of the applicable trading date (the “Stipulated Percentage”);
(b) the Board may act prior to January 1st of a given calendar year to provide that (i) there will be no such automatic annual
increase in the number of shares reserved for issuance under the Plan or (ii) the increase in the number of shares for such calendar year
will be a lesser number of shares than necessary to maintain the Stipulated Percentage of shares reserved for issuance under the Plan;
and (c) unless an increase in shares reserved for issuance under the Plan in excess of the Initial Share Limit has been approved by the
Company’s Board of Directors, the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options
shall not exceed the Initial Share Limit or, if greater, the number of shares of Common Stock subsequently approved by the requisite vote
of the Company’s Board entitled to vote thereon.
4.3 Computation
of Available Shares. For the purpose of computing the total number of shares of Common Stock available for Awards under the
Plan, there shall be counted against the limitations set forth in Section 4.2 of the Plan the maximum number of shares of Common
Stock potentially subject to issuance upon exercise or settlement of Awards granted under Sections 6 and 7 of the Plan, the number
of shares of Common Stock issued under grants of Restricted Shares pursuant to Section 8 of the Plan, the number of shares of Common
Stock issuable under grants of Restricted Share Units pursuant to Section 9 of the Plan, and the maximum number of shares of Common
Stock potentially issuable under grants or payments of Performance Units pursuant to Section 10 of the Plan, in each case determined
as of the date on which such Awards are granted. If any Awards expire unexercised or are forfeited, surrendered, cancelled,
terminated or settled in cash in lieu of Common Stock, the shares of Common Stock which were theretofore subject (or potentially
subject) to such Awards shall again be available for Awards under the Plan to the extent of such expiration, forfeiture, surrender,
cancellation, termination or settlement of such Awards.
5. Eligibility.
Individuals eligible for Awards under the Plan shall consist of current eligible employees, directors and consultants, or those who will
become eligible employees, directors or consultants, of the Company and/or its Subsidiaries whose performance or contribution, in the
sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary.
6. Stock Options.
6.1 Terms
and Conditions. Stock options granted under the Plan shall be in respect of Common Stock and may be in the form of Incentive Stock
Options or Non-Qualified Stock Options (sometimes referred to collectively herein as the “Stock Option(s)”). Such Stock
Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions, not inconsistent
with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.
6.2 Grant.
Stock Options may be granted under the Plan in such form as the Committee may from time to time approve. Stock Options may be granted
alone or in addition to other Awards under the Plan or in tandem with Stock Appreciation Rights. Special provisions shall apply to Incentive
Stock Options granted to any employee who owns more than ten percent (10%) of the total combined voting power of all classes of stock
of the Company or its parent corporation or any subsidiary of the Company (a “10% Shareholder”).
6.3 Exercise
Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee;
6.4 Term.
The term of each Stock Option shall be such period of time as is fixed by the Committee; provided, however, that the term
of any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in the case of a 10% Shareholder) after the date immediately
preceding the date on which the Incentive Stock Option is granted.
6.5 Method
of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the Secretary of the
Company, or the Secretary’s designee, specifying the number of shares to be purchased. Such notice shall be accompanied by payment
in full of the exercise price (and applicable tax withholding) in cash, by certified check, electronic payment or transfer, bank draft,
or money order payable to the order of the Company, or, if permitted by the Committee in its sole discretion, by delivery of shares of
Common Stock satisfying such requirements as the Committee shall establish, or through such other mechanism as the Committee shall permit,
in its sole discretion. Payment instruments shall be received by the Company subject to collection. The proceeds received by the Company
upon exercise of any Stock Option may be used by the Company for general corporate purposes. Any portion of a Stock Option that is exercised
may not be exercised again.
6.6 Tandem
Grants. If Non-Qualified Stock Options and Stock Appreciation Rights are granted in tandem, as designated in the relevant Award
Agreements, the right of a Participant to exercise any such tandem Stock Option shall terminate to the extent that the shares of Common
Stock subject to such Stock Option are used to calculate amounts or shares receivable upon the exercise of the related tandem Stock Appreciation
Right.
7. Stock Appreciation Rights.
7.1 Terms
and Conditions. The grant of Stock Appreciation Rights under the Plan shall be subject to the terms and conditions set forth in
this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee
shall set forth in the relevant Award Agreement.
7.2 Stock
Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a specified number of shares of Common Stock
entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise
over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of
shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised.
7.3 Grant.
A Stock Appreciation Right may be granted in addition to any other Award under the Plan or in tandem with or independent of a Non-Qualified
Stock Option.
7.4 Date
of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless otherwise (a) determined by the Committee
(in its sole discretion) at any time and from time to time in respect of any such Stock Appreciation Right, or (b) provided in the Award
Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established
by the Committee, in whole or in part at any time and from time to time during its specified term. The Committee may also provide, as
set forth in the relevant Award Agreement and without limitation, that some Stock Appreciation Rights shall be automatically exercised
and settled on one or more fixed dates specified therein by the Committee.
7.5 Form
of Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted Shares or in shares of unrestricted
Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award
Agreement.
7.6 Tandem
Grant. The right of a Participant to exercise a tandem Stock Appreciation Right shall terminate to the extent such Participant
exercises the Non-Qualified Stock Option to which such Stock Appreciation Right is related.
8. Restricted Shares.
8.1 Terms and Conditions.
Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section 8 and any additional terms and
conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant
Award Agreement. Restricted Shares may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of
the Plan, the Committee shall determine the number of Restricted Shares to be granted to a Participant and the Committee may provide
or impose different terms and conditions on any particular Restricted Share grant made to any Participant. With respect to each
Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect of such
Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, shall be accompanied by a stock
power duly executed by such Participant, and shall bear, among other required legends, the following legend:
“The transferability of this
certificate and the shares of stock represented hereby are subject to the terms and conditions (including, without limitation, forfeiture
events) contained in the Lytus Technologies Holdings Ptv. Ltd. 2023 Employee Incentive Plan and an Award Agreement entered into between
the registered owner hereof and Lytus Technologies Holdings Ptv. Ltd. Copies of such Plan and Award Agreement are on file in the office
of the Secretary of Lytus Technologies Holdings Ptv. Ltd. Lytus Technologies Holdings Ptv. Ltd. will furnish to the recordholder of the
certificate, without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement. Lytus
Technologies Holdings Ptv. Ltd. reserves the right to refuse to record the transfer of this certificate until all such restrictions are
satisfied, all such terms are complied with and all such conditions are satisfied.”
Such stock certificate evidencing such
shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions thereon
shall have lapsed and all of the terms and conditions applicable to such grant shall have been satisfied.
8.2 Restricted
Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject to such restrictions,
terms and conditions as the Committee deems appropriate, including, without limitation, (a) restrictions on the sale, assignment, transfer,
hypothecation or other disposition of such shares, (b) the requirement that the Participant deposit such shares with the Company while
such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment for
specified reasons within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated
performance goals).
8.3 Restriction
Period. In accordance with Sections 8.1 and 8.2 of the Plan and unless otherwise determined by the Committee (in its sole
discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and vested in the Participant in
accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish in the relevant
Award Agreement (the “Restriction Period”). During the Restriction Period, such stock shall be and remain
unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon
satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions, the Participant shall be entitled
to receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided in Section 8.4 of the Plan.
8.4 Payment
of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee
in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 8.1 of the Plan, for the number
of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall, as soon as practicable thereafter,
be delivered to the Participant, provided that the removal of such legend is permitted by applicable home country securities laws.
8.5 Shareholder
Rights. A Participant shall have, with respect to the shares of Common Stock underlying a grant of Restricted Shares, all of the
rights of a shareholder of such stock (except as such rights are limited or restricted under the Plan or in the relevant Award Agreement).
Any stock dividends paid in respect of unvested Restricted Shares shall be treated as additional Restricted Shares and shall be subject
to the same restrictions and other terms and conditions that apply to the unvested Restricted Shares in respect of which such stock dividends
are issued.
9. Restricted Share Units.
9.1 Terms
and Conditions. Grants of Restricted Share Units shall be subject to the terms and conditions set forth in this Section 9 and
any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth
in the relevant Award Agreement. Restricted Share Units may be granted alone or in addition to any other Awards under the Plan. Subject
to the terms of the Plan, the Committee shall determine the number of Restricted Share Units to be granted to a Participant and the Committee
may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant.
9.2 Restricted
Share Unit Grants. The Committee will set vesting criteria in its discretion, which, depending on the extent to which the criteria
are met, will determine the number of Restricted Stock Units that will vest with respect to the applicable Participant. The Committee
may set vesting criteria based upon the passage of time or the achievement of Company-wide, divisional, business unit, or individual goals
(including, but not limited to, continued employment or service), applicable home country laws or any other basis determined by the Committee
in its discretion.
9.3 Settlement
of Restricted Share Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive one share
of Common Stock with respect to each vested Restricted Share Unit, at such time and under such conditions as set forth in the applicable
Award Agreement. The Committee, in its sole discretion, may reduce or waive any vesting criteria that must be met for the settlement of
a Restricted Share Unit.
9.4 Form and
Timing of Payment. Payment with respect to vested Restricted Share Units will be made as soon as practicable after the
date(s) determined by the Committee and set forth in the Award Agreement. The Committee may only settle vested Restricted Share
Units in shares of Common Stock.
10. Performance Units.
10.1 Terms
and Conditions. Performance Units shall be subject to the terms and conditions set forth in this Section 10 and any additional
terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee shall set forth in the relevant Award
Agreement.
10.2 Performance
Unit Grants. A Performance Unit is an Award of units (with each unit representing such monetary amount as is designated by the
Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions as the Committee deems appropriate, including,
without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria
or other conditions are not met within a designated period of time.
10.3 Grants.
Performance Units may be granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee
shall determine the number of Performance Units to be granted to a Participant and the Committee may impose different terms and conditions
on any particular Performance Units granted to any Participant.
10.4 Performance
Goals and Performance Periods. Participants receiving a grant of Performance Units shall only earn into and be entitled to payment
in respect of such Awards if the Company and/or the Participant achieves certain performance goals (the “Performance Goals”)
during and in respect of a designated performance period (the “Performance Period”). The Performance Goals and the
Performance Period shall be established by the Committee, in its sole discretion. The Committee shall establish Performance Goals for
each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also
establish a schedule or schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based
on the degree of achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. In setting Performance
Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth,
sales or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure
or measures of performance as the Committee, in its sole discretion, may deem appropriate. Such performance measures shall be defined
as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee
shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion,
deems appropriate at any time and from time to time.
10.5 Payment
of Units. With respect to each Performance Unit, the Participant shall, if the applicable Performance Goals have been
achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company and/or the Participant during
the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit
times the number of such units so earned. Payment in settlement of earned Performance Units shall be made as soon as practicable
following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in
any combination thereof, as the Committee, in its sole discretion, shall determine and provide in the relevant Award Agreement.
11. Other Provisions.
11.1 Performance-Based
Awards. Performance Units, Restricted Shares, and other Awards subject to performance criteria shall be paid solely on account
of the attainment of one or more pre-established performance goals. Until otherwise determined by the Committee, the performance goals
shall be the attainment of pre-established levels of any of net income, market price per share, earnings per share, return on equity,
return on capital employed and/or cash flow, regulatory approval of products, strategic alliances and joint ventures and patent issuances.
11.2 Clawback.
Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award by a Participant,
and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with any Company policies
that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant may be required
to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with
the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect or as may be
adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law
or stock exchange listing requirements).
12. Dividend
Equivalents. In addition to the provisions of Section 8.5 of the Plan, Awards of Restricted Share Units, Stock Options, and/or
Stock Appreciation Rights, may, in the sole discretion of the Committee and if provided for in the relevant Award Agreement, earn dividend
equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock, the Participant shall be credited
with an amount equal to the amount of cash or stock dividends that would have been paid on the shares of Common Stock covered by such
Award had such covered shares been issued and outstanding on such dividend record date. The Committee shall establish such rules and procedures
governing the crediting of such dividend equivalents, including, without limitation, the amount, timing, form of payment and payment contingencies
and/or restrictions of such dividend equivalents, as it deems appropriate or necessary.
13. Non-transferability
of Awards. Unless otherwise provided in the Award Agreement, no Award under the Plan or any Award Agreement, and no rights or
interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or
disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition by the Participant or the
laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including, without
limitation, seizure for the payment of the Participant’s debts, judgments, alimony, or separate maintenance.
Unless otherwise provided in the Award Agreement, during the
lifetime of a Participant, Stock Options and Stock Appreciation Rights are exercisable only by the Participant.
14. Changes in Capitalization
and Other Matters.
14.1 No
Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit,
affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize (a) any adjustment,
recapitalization, reorganization or other change in the Company’s or any Subsidiary’s capital structure or its business, (b)
any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred
or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s capital stock or the rights thereof, (d)
any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company’s or
any Subsidiary’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant,
beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary,
or any employees, officers, shareholders or agents of the Company or any subsidiary, as a result of any such action.
14.2 Recapitalization
Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other
corporate transaction or event affects the Common Stock such that an adjustment is determined by the Board, in its sole discretion,
to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made
available under the Plan, the Board may, in such manner as it in good faith deems equitable, adjust any or all of (i) the number of
shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which
Awards may be granted, (ii) the number of shares of Common Stock or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Stock Option, or make
provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such
Award.
14.3 Mergers
and Other Corporate Transactions. If the Company enters into or is involved in any merger, reorganization, recapitalization,
sale of all or substantially all of the Company’s assets, liquidation, or business combination with any person or entity (such
merger, reorganization, recapitalization, sale of all or substantially all of the Company’s assets, liquidation, or business
combination to be referred to herein as a “Merger Event”), the Board may take such action as it deems
appropriate, including, but not limited to, replacing such Stock Options with substitute stock options and/or stock appreciation
rights in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving
corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the
value, rights and benefits of any affected Stock Options or Stock Appreciation Rights granted hereunder as of the date of the
consummation of the Merger Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event occurs, the Company
shall have the right, but not the obligation, to cancel each Participant’s Stock Options and/or Stock Appreciation Rights and
to pay to each affected Participant in connection with the cancellation of such Participant’s Stock Options and/or Stock
Appreciation Rights, an amount (in cash, stock or a combination thereof) equal to the excess of the Fair Market Value, as determined
by the Board, of the Common Stock underlying any unexercised Stock Options or Stock Appreciation Rights (whether then exercisable or
not) over the aggregate exercise price of such unexercised Stock Options and/or Stock Appreciation Rights. In the case of any Option
or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection
with any such Merger Event, the Company may cancel the Option or Stock Appreciation Right without the payment of consideration
therefor, without the need for obtaining the consent of any such affected Participant.
Upon receipt by
any affected Participant of any such substitute stock options, stock appreciation rights (or payment) as a result of any such Merger Event,
such Participant’s affected Stock Options and/or Stock Appreciation Rights for which such substitute options and/or stock appreciation
rights (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant.
15. Amendment, Suspension and Termination.
15.1 In
General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and
from time to time in such respects as the Board may deem advisable to insure that any and all Awards conform to or otherwise reflect any
change in applicable laws or regulations, or to permit the Company or the Participants to benefit from any change in applicable laws or
regulations, or in any other respect the Board may deem to be in the best interests of the Company or any Subsidiary. No such amendment,
suspension or termination shall (x) materially adversely affect the rights of any Participant under any outstanding Stock Options, Stock
Appreciation Rights, Performance Units, Restricted Share grants, or Restricted Share Unit grants, without the consent of such Participant,
or (y) increase the number of shares available for Awards pursuant to Section 4.2 or change the performance criteria listed in Section
11.1, without shareholder approval; provided, however, that the Board may amend the Plan, without the consent of any Participants,
in any way it deems appropriate.
15.2 Award
Agreement Modifications. The Committee may (in its sole discretion) amend or modify at any time and from time to time the
terms and provisions of any outstanding Stock Options, Stock Appreciation Rights, Performance Units, Restricted Shares, or
Restricted Share Unit grants, in any manner to the extent that the Committee under the Plan or any Award Agreement could have
initially determined the restrictions, terms and provisions of such Stock Options, Stock Appreciation Rights, Performance Units,
Restricted Share, and/or Restricted Share Unit grants, including, without limitation, changing or accelerating (a) the date or dates
as of which such Stock Options or Stock Appreciation Rights shall become exercisable, (b) the date or dates as of which such
Restricted Share or Restricted Share Unit grants shall become vested, or (c) the performance period or goals in respect of any
Performance Units. No such amendment or modification shall, however, materially adversely affect the rights of any Participant under
any such Award without the consent of such Participant; provided, however, that the Committee may amend an Award without the consent
of the Participant, in any way it deems appropriate.
16. Miscellaneous.
16.1 Tax
Withholding. The Company shall have the right to deduct from any payment or settlement under the Plan, including, without limitation,
the exercise of any Stock Option or Stock Appreciation Right, or the delivery, transfer or vesting of any Common Stock, Restricted Shares,
or Restricted Share Units, any home country/local or other taxes of any kind which the Committee, in its sole discretion, deems necessary
to be withheld to comply with the Code and/or any other applicable law, rule or regulation. Shares of Common Stock may be used to satisfy
any such tax withholding. Such Common Stock shall be valued based on the Fair Market Value of such stock as of the date the tax withholding
is required to be made, such date to be determined by the Committee. In addition, the Company shall have the right to require payment
from a Participant to cover any applicable withholding or other employment taxes due upon any payment or settlement under the Plan.
16.2 No
Right to Employment. Neither the adoption of the Plan, the granting of any Award, nor the execution of any Award Agreement, shall
confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, as the
case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary to terminate the employment of
any employee or director at any time for any reason.
16.3 Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets in connection with any Awards under
the Plan. Any liability of the Company to any person with respect to any Award under the Plan or any Award Agreement shall be based solely
upon the contractual obligations that may be created as a result of the Plan or any such award or agreement. No such obligation of the
Company shall be deemed to be secured by any pledge of, encumbrance on, or other interest in, any property or asset of the Company or
any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any kind in any assets of the Company or any Subsidiary or creating
a trust of any kind or a fiduciary relationship of any kind between the Company, any Subsidiary and/or any such Participant, any beneficiary
thereof or any other person.
16.4 Payments
to a Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements or similar arrangements
from which the Committee may make payments of amounts due or to become due to any Participants under the Plan.
16.5 Other
Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made
pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits
under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary unless
expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing that inclusion of
an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an
Award has been made in lieu of a portion of competitive annual base salary or other cash compensation. Awards under the Plan may be
made in addition to, in combination with, or as alternatives to, grants, awards or payments under any other plans or arrangements of
the Company or its Subsidiaries. The existence of the Plan notwithstanding, the Company or any Subsidiary may adopt such other
compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate
employees.
16.6 Listing,
Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall be required to be issued or granted under
the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance with all applicable
home country securities laws and regulations and any other applicable laws or regulations. The Committee may require, as a condition of
any payment or share issuance, that certain agreements, undertakings, representations, certificates, and/or information, as the Committee
may deem necessary or advisable, be executed or provided to the Company to assure compliance with all such applicable laws or regulations.
Certificates for shares of the Restricted Shares and/or Common Stock delivered under the Plan may be subject to such stock-transfer orders
and such other restrictions as the Committee may deem advisable under the rules, regulations, or other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable home country securities law.
In addition, if, at any time specified herein (or in any Award Agreement or otherwise) for (a) the making of any Award, or the making
of any determination, (b) the issuance or other distribution of Restricted Shares and/or Common Stock, or (c) the payment of amounts to
or through a Participant with respect to any Award, any law, rule, regulation or other requirement of any governmental authority or agency
shall require either the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative
thereof) to take any action in connection with any such determination, any such shares to be issued or distributed, any such payment,
or the making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons
subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3
promulgated under the Exchange Act.
16.7 Award
Agreements. Each Participant receiving an Award under the Plan shall enter into an Award Agreement with the Company in a form
specified by the Committee. Each such Participant shall agree to the restrictions, terms and conditions of the Award set forth therein
and in the Plan.
16.8 Disqualifying
Dispositions. Any Participant who shall dispose off or sell in any manner all or any portion of shares of Common Stock acquired
upon exercise of an Incentive Stock Option within two years from the grant date of such Incentive Stock Option or within one year after
the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise
the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.
16.9 Designation
of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any option or to receive any payment which under the terms of the Plan and the relevant Award Agreement may become
exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation may be
changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation
must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no
beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the
beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the
Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case
the payments shall be made in the shares designated by the Participant.
16.10 Leaves
of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations and to make determinations, as it
deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a Participant. Without
limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated as if the Participant
has terminated employment with the Company or any such Subsidiary. If a Participant transfers within the Company, or to or from any Subsidiary,
such Participant shall not be deemed to have terminated employment as a result of such transfers.
16.12 Governing
Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the British Virgin
Islands (Company’s home country), without reference to the principles of conflict of laws thereof. Any titles and headings herein
are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.
16.13 Effective Date. The Plan shall be effective from 30th October 2023.
[remainder of page intentionally
left blank]
IN WITNESS WHEREOF, this Plan is adopted by the Company on
this 24th day of July, 2023.
| |
LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. |
| |
|
|
| |
By: |
/s/ Hanish Talsania |
| |
Name: |
Hanish Talsania |
| |
Title: |
General Counsel |
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
To,
Lytus Technologies Holdings Ptv.
Ltd.
USA
We consent to the inclusion in this
Registration Statement on Form S-8 of Lytus Technologies Holdings PTV Ltd. (the Form S-8) of our report dated August 18, 2023, relating
to financial statements of Lytus Technologies Holding PTV. Ltd. (the Company) as issued and appearing in the Company’s Annual Report
on Form 20-F for the year ended March 31, 2023.
For, Pipara & Co LLP (6841)
/s/
Pipara & Co LLP
Place: Ahmedabad, India
Date: November 22, 2023
|
New York Office:
1270, Ave of Americas,
Rockfeller Center, FL7,
New York - 10020, USA
|
|
Corporate Office:
“Pipara Corporate House”
Near Bandhan Bank Ltd.,
Netaji Marg, Law Garden,
Ahmedabad - 380006
|
|
Mumbai Office:
#3, 13th floor, Tradelink,
‘E’ Wing, A - Block, Kamala Mills, Senapati Bapat Marg,
Lower Parel, Mumbai - 400013
|
|
Delhi Office:
1602, Ambadeep Building,
KG Marg, Connaught Place
New Delhi - 110001
|
|
Contact:
T: +1 (646) 387 - 2034
F: 91 79 40 370376
E: usa@pipara.com
naman@pipara.com
|
Exhibit 107
Calculation of Filing Fee Tables
……S-8…..
(Form Type)
……………………Lytus
Technologies Holdings PTV. Ltd.………………………..…
(Exact Name of Registrant as Specified in its Charter)
…………………Not
Applicable…………………
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward
Securities
| | |
Security
Type | |
Security
Class
Title | |
Fee
Calculation
or Carry
Forward
Rule | |
Amount
Registered(1) | |
Proposed
Maximum
Offering
Price Per
Share(2) | | |
Maximum
Aggregate
Offering
Price(2) | | |
Fee
Rate | | |
Amount
of
Registration
Fee | | |
Carry
Forward
Form
Type | |
Carry
Forward
File
Number | |
Carry
Forward
Initial
effective
date | |
Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward |
| Newly Registered Securities |
Fees
to Be
Paid | |
Equity | |
Common Shares, $0.01 par value per
share | |
Rule 457(c) (2) | |
40,000,000 | (3) |
$ | 0.133 | | |
$ | 5,320,000 | | |
| 0.0001476 | | |
$ | 785.23 | | |
N/A | |
N/A | |
N/A | |
N/A |
| | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
Fees
Previously
Paid | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| Carry Forward Securities |
Carry
Forward
Securities | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Total
Offering Amounts | |
| | | |
$ | 5,320,000 | | |
| | | |
$ | 785.23 | | |
| |
| |
| |
|
| | |
Total
Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Total
Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Net
Fee Due | |
| | | |
| | | |
| | | |
$ | 785.23 | | |
| |
| |
| |
|
| (1) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also
cover any additional common shares, par value $0.01 per share (the “Common Shares”) of Lytus
Technologies Holdings PTV. Ltd. (the “Company”) that may become issuable under the terms of the Lytus
Technologies Holdings PTV. Ltd. 2023 Employee Incentive Plan (the “Plan”), by reason of any share split, share
dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration which results in
an increase in the number of the outstanding Common Shares. |
| (2) | Estimated solely for the purpose
of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Company’s Common Shares on November 17, 2023. |
| (3) | Represents
Common Shares reserved for issuance pursuant to future awards under the Plan. |
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