As filed with the Securities and Exchange Commission on April 18, 2016
Registration No. 333-
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________

Form S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________

TripBorn, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
 
Delaware
6770
27-2447426
(State or other jurisdiction of incorporation
or organization)
(Primary Standard Industrial Classification
Code Number)
(I.R.S. Employer Identification Number)

TripBorn, Inc.
812, Venus Atlantis Corporate Park
Near Prahalad Nagar Garden, Satellite
Ahmedabad 380 015
(91) 79 40191914
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Deepak Sharma
President and Chief Executive Officer
812, Venus Atlantis Corporate Park
Near Prahalad Nagar Garden, Satellite
Ahmedabad 380 015
(91) 79 40191914
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James M. Jenkins, Esq.
Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604
(585) 232-6500

_______________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. þ
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer   o
Accelerated filer   o
Non-accelerated filer   o
Smaller reporting company   x
   
(Do not check if a smaller reporting company)
 
 


 
 

 
 
CALCULATION OF REGISTRATION FEE
 

Title of Each Class of Securities to be Registered
 
Amount to be
Registered (1)
 
Proposed Maximum
Offering Price Per
Share (2)
 
 
  Proposed Maximum
Aggregate
Offering Price (2)
 
 
Amount of
Registration Fee (2)
 
Common Stock, $0.0001 par value per share  (1)
 
10,714,286
 
$
0.30
 
$
3,214,285.80
 
$
323.68
 
(1)
In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.
 
(2)
Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Dated           , 2016
PROSPECTUS (Subject to Completion)

 
10,714,286 Shares
 
 
Common Stock
 
This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 10,714,286 shares of common stock, par value $0.0001 per share of TripBorn, Inc.
 
We will not receive any proceeds from the sale of the common stock covered by this prospectus.
 
The selling stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what quantity the selling stockholders may sell their shares of common stock hereunder following the effective date of this registration statement.
 
Our common stock is presently not traded on any market or securities exchange. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority, or FINRA, to have our common stock quoted on the OTC Bulletin Board. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling stockholders.
 
The selling stockholders may sell the 10,714286 shares of our common stock at prices ranging from $0.15 to $0.30 until such time as our shares are quoted on the OTC Bulletin Board, at which time they may be sold at prevailing market prices or in privately negotiated transactions. The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. The selling stockholders may offer and sell shares in a variety of transactions as described under “Plan of Distribution” beginning on page 36, including transactions on any market on which our common stock is quoted, in privately negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such market prices or at negotiated prices.
 
We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with reduced public company reporting requirements.
 
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
Prospectus dated_____, 2016

 
 

 

TABLE OF CONTENTS
 
PROSPECTUS SUMMARY
1
RISK FACTORS
4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
13
DETERMINATION OF OFFERING PRICE
13
DILUTION
13
USE OF PROCEEDS
14
MARKET FOR OUR COMMON STOCK
14
SELLING STOCKHOLDERS
16
DESCRIPTION OF SECURITIES
16
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
18
BUSINESS
27
PROPERTIES
31
LEGAL PROCEEDINGS
31
MANAGEMENT
32
DIRECTOR INDEPENDENCE
33
EXECUTIVE AND DIRECTOR COMPENSATION
33
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
35
PLAN OF DISTRIBUTION
35
LEGAL MATTERS
36
EXPERTS
37
WHERE YOU CAN FIND MORE INFORMATION
37
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
38
 
______________________________
 
You should rely only on the information contained in this prospectus and any prospectus supplement prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is complete and accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since these dates.
 
Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “TripBorn,” “the company,” “we,” “us,” “our” and similar references refer to TripBorn, Inc., which is the parent holding company of our operating subsidiary, Sunalpha Green Technologies Private Limited, or “Sunalpha,” which is an entity formed under the laws of the Republic of India. We ceased to be a shell company as defined under Rule 405 of the Securities Act of 1933, as amended, when we acquired Sunalpha in December 2015. We intend that the disclosure provided in this prospectus and the accompanying registration statement constitutes the Form 10 information that reflects our status as an entity that is not a shell company.
 
 
 

 
 
PROSPECTUS SUMMARY
 
The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before you decide to invest in our common stock, you should read and carefully consider the following summary together with the entire prospectus, including our financial statements and the related notes thereto appearing elsewhere in this prospectus and the matters discussed in the sections in this prospectus entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See the section in this prospectus entitled “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus.
 
Our Company
 
We are an online travel agency, sometimes referred to as an OTA, that offers travel reservations and related travel services and products to travel agents in India through our website, www.tripborn.com. Our parent holding company, TripBorn, Inc. was incorporated in Delaware in January 2010 as PinstripesNYC, Inc. We conduct our business operations under the name TripBorn through our operating subsidiary, Sunalpha Green Technologies Private Limited, or “Sunalpha”, which was incorporated under the laws of the Republic of India in November 2010. Our operating subsidiary commenced operations as an online travel agency in February 2014.
 
Currently, we operate as a business to business, or B2B, online travel agency that serves travel agents and travel companies based in India in booking travel services for their customers. Through our internet-based platform, our travel agents can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services. We serve over 500 travel agents in the Indian states of Gujarat, Maharashtra and Rajasthan. At present, approximately 85% of our travel agents are based in Gujarat, primarily in and around the city of Ahmedabad. We plan to expand our operations throughout pan-India as opportunities present, with an immediate focus on the states of Gujarat, Maharashtra, Rajasthan and Madya Pradesh.
 
Our Strategy
 
India’s rapidly growing economy and rising middle class are driving growth in India’s travel and tourism industry.   We use sophisticated information technology to offer a wide inventory of travel services via our website to offline travel agents who serve the growing middle class of travelers in semi-urban and rural regions of India. Through our proprietary technology, we consolidate and provide our travel agents with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often-fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet and/or credit cards. We have grown our operations through referrals and a focus on addressing our customers’ needs through technology. As internet penetration in India increases, we anticipate that we will be in a position to use our established platform to offer travel services and products directly to consumers.
 
Distribution and Intellectual Property
 
We manage our OTA business through Travelcord, our proprietary internet-based online transaction platform. We engineered our internet-based platform using multiple systems platforms with an emphasis on scalability, performance and reliability. Pursuant to a Software Agreement with our affiliate, Arna Global, LLC, we succeeded to the ownership and development rights of Travelcord under a Software Development Agreement with Takniki Communications, which is owned by our Vice President and director, Sachin Mandloi. By virtue of a letter agreement, we license Travelcord to Sunalpha.
 
Risks Associated with Our Business
 
Before you invest in our common stock, you should carefully consider all the information in this prospectus, including the following risks and uncertainties that may materially affect our business, financial condition, results of operations and prospects, as described for fully in the section entitled “Risk Factors”:
 
 
Ÿ
We are a development stage company with a limited operating history, which may make it difficult to evaluate our current business and predict our future performance;
 
 
Ÿ
We have a history of operating losses, which may continue and may harm our ability to obtain financing and continue our operations;
 
 
Ÿ
If we are unable to obtain additional financing our business operations may be harmed or discontinued, and if we do obtain additional financing our stockholders may suffer substantial dilution;
 
 
1

 
 
 
Ÿ
The travel industry in India is highly competitive, and we may not be able to compete effectively with our competitors, many of whom have greater resources and more established operations and brand recognition than we do;
 
 
Ÿ
We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business;
 
 
Ÿ
Becoming subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act” and the requirements of the Sarbanes-Oxley Act of 2002, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner;
 
 
Ÿ
There is no current trading market for our securities, and if a trading market does not develop, you may be unable to resell your shares; and
 
 
Ÿ
If we are unable to retain the services of key personnel, we may not be able to continue our operations.
 
Our Corporate Information
 
TripBorn, Inc., our parent holding company, was incorporated in Delaware in January 2010 and operated as a shell company with nominal or no assets or operations until December 2015 when it acquired our operating subsidiary. TripBorn, Inc. was known as PinstripesNYC, Inc. until January 2016. We filed reports as PinstripesNYC, Inc. with the Securities and Exchange Commission under the Exchange Act from August 2010 until we terminated our registration under the Exchange Act in May 2013. We were acquired in December 2015 to serve as the parent holding company of our operating subsidiary, Sunalpha, which began operations as an online travel agency known as Tripborn in February 2014. Our principal executive offices are located at 812 Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad 380 015, and our telephone number is 91 079-4019914. Our website address is www.tripborn.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any information on our website in making your decision to purchase our common stock.
 
Implications of Being an Emerging Growth Company
 
We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
 
 
Ÿ
A requirement to have only two years of audited financial statements and only two years of related MD&A;
 
 
Ÿ
Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; and
 
 
Ÿ
Reduced disclosure about the emerging growth company’s executive compensation arrangements.
 
We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Exchange Act.
 
We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
 
 
2

 
 
The Offering
 
Securities offered by the selling stockholders
 
Up to 10,714,286 shares of our common stock.
Offering Price
$0.15-$0.30 until such time as our shares may be listed on the OTC Bulletin Board and at market prices or privately negotiated prices thereafter.
 
Common stock outstanding prior to this offering
 
76,804,914 shares
Common stock to be outstanding
following this offering
 
76,804,914 shares
Use of proceeds
We will not receive any proceeds from the sale of our common stock offered by the selling stockholders under this prospectus.
 
Risk factors
You should read the section of this prospectus entitled “Risk Factors” for a discussion of factors to carefully consider before deciding to invest in shares of our common stock.
_______________________________

 
3

 
 
RISK FACTORS
 
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that case, the value of our common stock could decline, and you could lose your investment.
 
Risks Related to Our Business
 
We are a development stage company with a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.
 
We have a limited operating history upon which you can evaluate our future performance. Our operating subsidiary was incorporated under the laws of India in 2010, and it began to focus its operations on the online travel industry in February 2014. Our senior management has limited experience in the online travel industry, and we still are in the process of fully developing our online platform and product offerings. We have generated revenues over a limited operating history and have incurred net losses. As a result of our short operating history, we have only limited financial data and business information with which to evaluate our business strategies, performance and investment in our common stock.
 
We have incurred net losses since our inception and anticipate that we will continue to incur net losses for the foreseeable future.
 
We expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Our expenses will continue to increase as we continue to develop the operations necessary to further our business plan. We cannot now determine the amount by which our expenses will increase as we grow and hire additional employees, implement our sales, marketing and distribution plans, pursue contractual arrangements and partnerships and develop our internet-based infrastructure. Further, we cannot guarantee that we will be successful in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business and a complete loss of your investment.
 
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiary to meet our obligations.
 
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our Indian operating subsidiary to meet our obligations. The deterioration of income from, or other available assets of, our Indian operating subsidiary for any reason could limit or impair its ability to pay dividends or other distributions to us, which in turn could adversely affect our financial condition and results of operations.
 
Our lack of insurance leaves us exposed to significant liabilities.
 
We do not carry insurance for the risks that our business may encounter. Any significant liability may require us to pay substantial amounts, which would adversely affect our financial condition and results of operations, if we are able to continue in business at all.
 
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
 
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
 
Following this offering, we will need to comply with new laws, regulations, requirements and certain corporate governance provisions under the Exchange Act and the Sarbanes-Oxley Act. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management, and will significantly increase our costs and expenses and will make some activities more time-consuming and costly. In connection with becoming a reporting company, we will need to:
 
 
Ÿ
institute a more comprehensive compliance function;
 
 
Ÿ
prepare and distribute periodic and current reports under the federal securities laws;
 
 
Ÿ
establish new internal policies, such as those related to insider trading; and
 
 
Ÿ
involve and retain to a greater degree outside counsel and accountants.
 
 
4

 
 
Our ongoing compliance efforts will increase general and administrative expenses and may divert management’s time and attention from the development of our business, which may adversely affect our financial condition and results of operations.
 
Our lack of experienced accounting staff may impact our ability to report our future financial results on a timely and accurate basis, and we need to retain the services of additional accountants and consultants with required accounting experience and expertise.
 
Our accounting and finance staff lacks depth and skill in the application of generally accepted accounting principles with respect to external financial reporting for Exchange Act reporting companies. We also do not have an audit committee or a member of our board of directors who would satisfy the definition of an audit committee financial expert. We intend to engage the services of additional accounting personnel and expert consultants to assist with our financial accounting and reporting requirements to develop our internal control over financial reporting and to produce timely financial reports. Until we do so, we may experience difficulty producing reliable and timely financial statements,  which could cause investors to lose confidence in our reported financial information, the market price of our stock to decline significantly, we may be unable to obtain additional financing on acceptable terms, and our business and financial condition could be harmed.
 
We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported on our second annual report on Form 10-K.
 
We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported on our second annual report on Form 10-K. In addition, as a smaller reporting company, we will not be required to obtain an auditor attestation of management’s evaluation of internal controls over financial reporting once such internal controls are in place. As a result, we may fail to identify and remediate a material weaknesses or deficiency in our internal control over financial reporting, which may cause our financial statements and related disclosure to contain material misstatements and could cause delays in filing required financial statements and related reports. Furthermore, the process of designing and implementing internal controls over financial reporting may divert our internal resources and take a significant amount of time and expenditure to complete. The actual or perceived risk associated with our lack of internal controls could cause investors lose confidence in our reported financial information, which could negatively impact the market for our common stock and cause us to be unable to obtain additional financing on acceptable terms or at all, which could cause harm to our business and financial condition.
 
We may not be successful in implementing our growth strategies.
 
Our growth strategies involve expanding our network of travel agents, expanding our service and product offerings, expanding supplier relationships, enhancing our service platforms by investing in technology and expanding into new geographic markets within India. The following factors may affect our success in implementing our growth strategies:
 
 
Ÿ
our ability to increase the number of suppliers, especially suppliers that are directly-connected to us, which depends on the willingness of such suppliers to invest in new technology;
 
 
Ÿ
our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business;
 
 
Ÿ
our ability to build or acquire the required technology;
 
 
Ÿ
the general condition of the global and Indian economy and continued growth in demand for travel services, particularly online;
 
 
Ÿ
our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; and
 
 
Ÿ
the growth of the internet as a medium for commerce in India.
 
Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategy.
 
We depend on certain related persons transactions and may continue to rely on related persons for key development and support activities.
 
As described more fully in “Certain Relationships and Related Transactions,” we have entered into, and may continue to enter into, transactions with related persons. We rely on associates and enterprises that our President and Vice President control for key development and support activities. While we believe that our related persons’ interests align with our own, we may not have entered into such transactions on an arm’s-length basis. While we presently benefit from free services or deferred payments, in the long-term, we may have achieved more favorable terms had we entered into such transactions with unrelated parties. In addition, if these related persons withdrew their support from our business, the associated loss of preferential business arrangements could significantly increase our operating costs and adversely affect our results of operations to the point that we might be forced to cease operations.
 
 
5

 
 
We will not be able to develop or continue our business if we fail to attract and retain key personnel.
 
Our future success depends on our ability to attract, hire, train and retain a skilled senior management team and other key personnel. The loss of the services of our executive officers or other key employees could adversely affect our business. We face competition in securing qualified personnel possessing the skills necessary to implement our strategy, and we may fail to attract or retain the employees necessary to execute our business model successfully.
 
Our success depends to a significant degree upon the continued contributions of our key management and other personnel. In particular, we believe that our future success is highly dependent on the technical expertise, financial support and key contracts and arrangements of our executive officers and directors, Deepak Sharma and Sachin Mandloi. Messrs. Sharma and Mandloi may voluntarily terminate their services at any time. We have not entered into employment agreements with them and do not expect to enter into such agreements following the consummation of this offering. If Messrs. Sharma, Mandloi or any other key members of our management team leave the company, our business could suffer and the value of our common stock would likely decline, if we are able to continue in business at all.
 
Our significant stockholders exercise significant influence over our company and may have interests that are different from those of our other stockholders.
 
Immediately prior to this offering, our founders, Deepak Sharma and Sachin Mandloi owned 93% of the issued and outstanding shares of our common stock. By virtue of such holdings, they have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, amendments to our charter and bylaws, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our stockholders. The interests of these stockholders may be different from or conflict with the interests of our other stockholders and their influence may result in the delay or prevention of a change of management or control of our company.
 
Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from operating our business.
 
From time to time, we may receive claims that we have infringed the intellectual property rights of others, including claims regarding copyrights and trademarks. Former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we are not successful in defending such claims, we could be required to suspend certain services, redesign our platform, pay monetary damages or enter into royalty or licensing arrangements. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all. We may incur significant expenditures to investigate, defend and settle claims related to the use of technology and intellectual property rights.
 
We need to expand our sales, marketing and support organizations and our distribution arrangements to increase market acceptance of our products and services.
 
We currently have a limited number of sales, marketing, customer service and support personnel and will need to increase our staff to generate a greater volume of sales and to support any new customers or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very competitive, and we may not be able to hire the kind and number of sales, marketing, customer service and support personnel we are targeting. Our inability to hire qualified sales, marketing, customer service and support personnel may harm our business, operating results and financial condition.
 
Risks Related to Operations in India
 
Our operations in India may be adversely affected by social and political uncertainties or change, military activity, health-related risks or acts of terrorism.
 
From time to time India has experienced instances of civil unrest, terrorism and hostilities among neighboring countries, including Pakistan. Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. Our industry particularly is sensitive to actual or perceived safety concerns such as these, as well as health-related risks such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome or other epidemics or pandemics. Any of these events in or around India could cause the demand for travel-related services to decline. Political or social tensions also could create a greater perception that investments in companies with Indian operations involve a high degree of risk, which could adversely affect the market and price for our common stock. We do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, which could subject us to significant financial losses. The realization of any of these risks could cause a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.
 
 
6

 
 
Our results of operations are subject to fluctuations in currency exchange rates.
 
Our presentation currency is the US dollar. However, the functional currency our operating subsidiary is the Indian Rupee. Any fluctuation in the value of the Indian Rupee against the US dollar, such as the approximately five percent drop in the average value of the Indian Rupee as compared to the US dollar during 2015, will affect our results of operations. We expect to be adversely affected by any further depreciation of the Indian Rupee against the US dollar.
 
Our bank accounts in India are not insured or protected against loss, and the failure of any bank in which we deposit our funds could affect our ability to continue in business.
 
We maintain our cash in India with both private and state-owned banks located in India. These cash accounts are not insured or otherwise protected against loss. Should any bank holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank. Loss of cash deposits or the inability to access such cash deposits could impair our operations, and, if we are not able to access funds to pay our service providers and employees, we may be unable to continue in business.
 
If we violate applicable anti-corruption laws or our internal policies designed to ensure ethical business practices, we could face financial penalties and/or reputational harm that would negatively impact our financial condition and results of operations.
 
We are subject to anti-corruption and anti-bribery laws in the United States and India. India’s reputation for potential corruption and the challenges presented by India’s complex business environment may increase our risk of violating applicable anti-corruption laws. Our commercial relationships with state-owned enterprises may further intensify this risk. We face the risk that we, our employees or any third parties such as our sales agents and distributors that we engage to do work on our behalf may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business, including the Foreign Corrupt Practices Act of 1977 (“FCPA”) and India’s Prevention of Money Laundering Act, 2002 and Indian Penal Code. Any violation of the FCPA or any similar anti-corruption law or regulation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations that might harm our business, financial condition or results of operations. In addition, we have internal ethics policies with which we require our employees to comply in order to ensure that we conduct our business in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
 
Natural disasters could have a negative impact on the Indian economy and cause our business to suffer.
 
India has experienced natural disasters such as earthquakes, tsunamis, floods and drought in the past few years. For example, in November and December 2015, Chennai, the frequently visited capital city of Tamil Nadu, experienced historic flooding that closed its airport for several days and suspended rail service. In addition, in September 2014, the state of Jammu and Kashmir in northern India, another popular tourism destination, experienced widespread floods and landslides. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and our operations may be adversely affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations in India, travel within India could be adversely affected, which could have an adverse impact on our business and financial performance.
 
Necessary infrastructure upgrades in India may not keep pace with increasing Internet penetration, which may adversely affect our operations and require us to make additional investments and expenditures.
 
Our customers complete their bookings through our Indian website. In November 2015, the Internet and Mobile Association of India forecasted that India’s internet user population would reach 402 million users by December 2015, a 49% year over year increase. Slowdowns or disruptions in upgrading India’s Internet-based infrastructure to meet this demand could reduce the rate of expected increases in the use of the internet and our internet-based services, which may adversely affect our business and results of operations. In addition, any slowdown or negative deviation in the anticipated increase in Internet penetration in India may require us to make additional investments in alternative distribution channels, which could strain our financial and human resources, causing our operations and financial condition to suffer.
 
Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India, including with respect to our operating subsidiary, which may adversely affect our results of operations, financial condition and financial performance.
 
 
7

 
 
India regulates ownership of Indian companies by foreigners. These regulations and restrictions may apply to acquisitions by us of shares in Indian companies or the provision of funding by us to our Indian operating subsidiary. For example, under its consolidated foreign direct investment policy, the Government of India has set out criteria for foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through our operating subsidiary in India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.
 
We may incur expenses, including penalties imposed by the Reserve Bank of India if we do not comply, or timely comply, with reporting requirements in connection with the acquisition and transfer of our securities by our Indian employees.
 
Under regulations of the Reserve Bank of India, our operating subsidiary is subject to periodic reporting requirements in connection with the acquisition and transfer of our securities by Indian residents, including with respect to our employees who acquire our shares under an employee stock option plans. If we fail to meet our reporting requirements, the Reserve Bank of India may impose penalties or take other action that could adversely affect our financial position and results of operations.
 
We are subject to regulatory and political uncertainties in India.
 
We conduct substantially all of our business and operations in India. Consequently, government policies and regulations, including tax policies, in India will impact our financial performance and the market price of our common stock.
 
The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The present government has continued to take initiatives that support the economic growth of the country that have been pursued by previous governments. However, there is no assurance that it will be able to generate sufficient cross-party support to implement such  initiatives. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.
 
We may have exposure to additional tax liabilities.
 
As a US-based holding company that provides services in India through our operating subsidiary, we are subject to income taxes and non-income based taxes in the United States and in India. Due to economic and political conditions, tax rates and tax regimes in the jurisdictions in which we are located and operate may be subject to significant change. Our future effective tax rates could be affected by changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. Although we believe that our tax filing positions are reasonable and comply with applicable laws, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. If our effective tax rates were to increase, our cash flows, financial condition and results of operations would be adversely affected.
 
Risks Related to Our Industry
 
We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.
 
We depend on the use of sophisticated information technology and systems, which we have customized for search and reservation for flights and hotels, as well as payments, refunds, customer relationship management, communications and administration. As our operations grow in both size and scope, we must continuously improve and upgrade our systems and infrastructure to offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure in a cost-effective manner. Our future success also depends on our ability to upgrade our services and infrastructure ahead of rapidly evolving consumer demands while continuing to improve the performance, features and reliability of our service in response to competitive offerings.
 
If the number of travel agents using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair.
 
 
8

 
 
We may not be able to use new technologies effectively, or we may fail to adapt our website, transaction processing systems and network infrastructure to consumer requirements or emerging industry standards. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our operations.
 
The travel industry in India is highly competitive, and we may not be able to compete effectively.
 
The travel market in India is highly competitive. Factors affecting our competitive success include, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and other emerging providers of travel services and products, including other online travel agencies in India and abroad, such as makemytrip.com, cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established Internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies that can aggregate travel search results also compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. For example, trivago.com had commenced a television advertising campaign in India. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and vacation packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.
 
Some travel suppliers are seeking to decrease their reliance on distribution intermediaries such as us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.
 
We depend on and expect to continue to depend on a small number of low cost airlines in India for a significant percentage of our air ticketing revenue.
 
Four low cost airlines dominate India’s domestic air travel industry. As we derive a substantial portion of our air ticketing revenue through the base commissions and incentive payments of these domestic airlines, our dependence on a limited number of domestic airlines means that a reduction or elimination in base commissions and incentive payments by any one or all of these airlines could have a material adverse effect on our revenue.
 
In addition, our reliance on a small number of airline suppliers in India gives those airline suppliers additional bargaining power in negotiating agreements with us. A reduction or elimination of base commissions and incentive payments by any of these domestic airline suppliers, the loss of any of these domestic airline suppliers or a domestic airline supplier exerting significant price and margin pressure on us could materially and adversely affect our business, financial condition and results of operations.
 
Our processing, storage, use and disclosure of customer data of our agents or visitors to our website could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views of personal privacy rights or data security breaches.
 
In the processing of our agent transactions, we receive and store a large volume of customer information. Such information increasingly is subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Indian Information Technology Act, 2000, as amended, our operating subsidiary is subject to civil liability for wrongful loss or gain arising from any negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability.
 
We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the Internet could adversely affect customers’ willingness to use our websites. A publicized breach of security in India, even if it only affects other companies conducting business over the Internet, could inhibit the growth of the Internet as a means of conducting commercial transactions, and, therefore, the prospects of our business.
 
 
9

 
 
These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.
 
If we are unable to maintain existing, or establish new arrangements with our travel suppliers, our business may be adversely affected.
 
Our business depends on our ability to maintain our relationships and arrangements with existing suppliers, as well as our ability to establish and maintain relationships with new travel suppliers. A substantial portion of our revenue less service cost derives from fees and commissions negotiated with travel suppliers for bookings made through our website. Many of our agreements are short-term contracts, requiring periodic renewal and providing our counterparties with a right to terminate on short notice or without notice. Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business and financial performance.
 
We do not have formal arrangements with many of our travel suppliers.
 
We rely on travel suppliers to facilitate the sale of our travel services. We do not have formal agreements with many of our travel suppliers, including many hotels, whose booking systems or central reservations systems we rely on for bookings and confirmation as well as certain payment gateway arrangements. We cannot assure you that these third parties will not terminate these arrangements with us at short notice or without notice. Termination, non-renewal or suspension or an adverse amendment of any of these arrangements could have a material adverse effect on our business, financial condition and results of operations.
 
Our business and results of operations could be adversely affected by global and/or domestic economic conditions.
 
Due to the discretionary nature of travel expenditures, the travel industry tends to experience weak or reduced demand during economic downturns. Unfavorable changes in the business and economic conditions affecting our market could result in fewer reservations made through our websites and/or lower our net revenue margins, and have a material adverse effect on our financial condition and results of operations. In addition, during periods of poor economic conditions, airlines and hotels tend to reduce rates or offer discounted sales to stimulate demand, thereby reducing our commission-based income. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future. These poor economic conditions could adversely impact our growth plans, business, financial condition and results of operations.
 
Risks Related to Our Common Stock
 
There is no current trading market for our securities, and if a trading market does not develop, you may be unable to resell your shares.
 
Currently, we do not have established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to seek a market maker to apply for admission to quotation of our securities on the OTC Bulletin Board. However, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, nor can there be any assurance that such an application for quotation will be approved.  If for any reason our securities are not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the securities may have difficulty selling their shares. As a result, you should purchase shares only as a long-term investment, and you must be prepared to hold your shares for an indefinite period of time.
 
We will require additional financing to support our operations, which financing many not be available on favorable terms or at all; any new equity financing could have a dilutive effect on our existing stockholders.
 
We will require additional financing to sustain our business, which may not be available on favorable terms, if at all. We may seek additional funding through a combination of equity offerings, debt financings or other third-party funding and other collaborations, strategic alliances and licensing arrangements to fully implement our business plan. For instance, we recently issued convertible notes, which may convert into shares of our common stock in the future.  If we raise additional funds through the issuance of equity or convertible debt securities, our stockholders may experience significant dilution. In addition, these new securities may contain certain rights, preferences or privileges that are senior to those of the shares of our common stock, which may decrease the value of your investment in our common stock. If we cannot obtain additional financing, we will not be able to achieve the sales growth that we need to cover our costs, and our results of operations would be negatively affected.
 
 
10

 
 
The reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, which may lead to volatility and a decrease in the price of our common stock.
 
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from reporting requirements that apply to other public companies that are not emerging growth companies. Investors may find our common stock less attractive because we may rely on these exemptions, which include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to opt out of the extended transition period for complying with the revised accounting standards. If investors find our common stock less attractive as a result of exemptions and reduced disclosure requirements, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.
 
We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
 
We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
 
You may be subject to Indian taxes on income arising through the sale of our common stock.
 
In India, the Income Tax Act (1961) has provides that income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India, if, on the specified date, the value of such assets located in India (i) exceeds a specified amount, or (ii) represents at least fifty per cent of the value of all the assets owned by the company. Further, the amendment does not deal with the interplay between this provision of Indian tax law and the existing double tax avoidance treaties that India has entered into with the United States. If the Indian tax authorities determine that our common stock derives its value substantially from assets located in India and the provisions of any relevant double tax avoidance treaty are deemed to be inapplicable in this context, you may be subject to Indian income taxes on the income arising, directly or indirectly, through the sale of our common stock.
 
Our common stock will be and may continue to be subject to the “penny stock” rules of the SEC, which could make transactions in our common stock more cumbersome and may reduce the value of your investment in our common stock.
 
Rule 15g-9 under the Exchange Act defines a “penny stock” as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. To the extent a market develops for our common stock, we anticipate that our common stock will be, and may continue to be considered a penny stock. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and could depress the market value of our common stock, to the extent a market develops.
 
 
11

 
 
Shares of our common stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”
 
Prior to acquiring our Indian operating subsidiary we were a “shell company” under applicable SEC rules and regulations because we had no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Resales pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act, of the securities of a former shell company, such as us, are not permitted (i) until at least 12 months have elapsed from the effective date of this prospectus, reflecting our status as a non-shell company as filed with the SEC herein and (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports. As a result, any stockholders who receive shares in a transaction that is not registered under the Securities Act will be forced to hold their shares of our common stock for at least that 12-month period before they are eligible to sell those shares, and even after that 12-month period, sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with other requirements of Rule 144. Further, it will be more difficult for us to raise funding to support our operations through the sale of debt or equity securities unless we agree to register such securities under the Securities Act, which could cause us to expend significant time and cash resources. Additionally, our previous status as a shell company could also limit our use of our securities to pay for any acquisitions we may seek to pursue in the future (although none are currently planned). The lack of liquidity of our securities as a result of the inability to sell under Rule 144 for a longer period of time than a non-former shell company could make an investment in our securities less attractive and could cause the share price of our common stock to decline.
 
 
12

 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Such forward-looking statements may be contained in the sections “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” among other places in this prospectus.
 
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this prospectus. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
 
Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, expressly state that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Accordingly, the safe harbor for forward looking statements under the PSLRA is not currently available to the Company because we may be considered to be an issuer of penny stock.
 
DETERMINATION OF OFFERING PRICE
 
Following the effectiveness of the registration statement of which this prospectus forms a part, we intend to apply for quotation of our common stock on the OTC Bulletin Board. Until such time, the selling stockholders will offer shares of our common stock offered by this prospectus at a price between $0.20 to $0.30 per share. After our shares are listed on the OTC Bulletin Board, the selling stockholders will determine at what price they may sell their shares of common stock through privately negotiated transactions or otherwise at market prices at the time of sale.
 
We determined the offering price of $0.20 to $0.30 per share based on a discounted cash flow analysis and a price-equity analysis relative to peer group companies. The analyses that we completed yielded a value within the offering price range.
 
The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price based on the analyses above included our expected financial results, our financial condition, our cost of capital, the peer group companies we selected, the lack of an established market for our common stock and the minority interest the purchasers of our securities will hold, our limited operating history and the general condition of the securities market.
 
DILUTION
 
If you purchase securities in this offering, your interest will be immediately and substantially diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock after giving effect to this offering.
 
Our net tangible book value as of December 31, 2015 was approximately $(1,041,168), or approximately $(0.014) per share of common stock. After giving effect to the sale of the shares of our common stock in this offering at the assumed public offering price of $0.30 per share and after deducting the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at December 31, 2015 would have been approximately $(1,143,992) or approximately $(0.015) per share. This represents an immediate decrease in net tangible book value of approximately$(0.001) per share to our existing stockholders, and an immediate dilution of $(0.315) per share to investors purchasing shares in the offering.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.
 
The following table illustrates the per share dilution to investors purchasing shares in the offering:
 
Public offering price per share
       
$
0.30 
 
Net tangible book value per share as of December 31, 2015
 
$
(0.014) 
         
Decrease in net tangible book value per share attributable to this offering (1)
 
$
(0.001) 
         
Adjusted net tangible book value per share after this offering
         
$
(0.015) 
 
Amount of dilution in net tangible book value per share to new investors in this offering
         
$
(0.315) 
 

 
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USE OF PROCEEDS
 
We are registering the shares of common stock held by our selling stockholders to permit the resale of these shares of common stock by the selling stockholders after the date of this prospectus. We will not receive any proceeds from the sale of our common stock offered by the selling stockholders under this prospectus.
 
We will bear all fees and expenses incident to our obligation to register the shares of our common stock that the stockholders are offering for resale.
 
MARKET FOR OUR COMMON STOCK
 
Currently, there is no public market for our common stock. Although our common stock is not listed on a public exchange, we intend to file to obtain a quotation on the OTC Bulletin Board in the future. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a public market will develop if our common stock is quoted.
 
Holders
 
As of April 18, 2016, there were five holders of record of our common stock. 
 
Dividends
 
We have never declared or paid any dividends on our common stock. We anticipate that we will retain all future earnings, if any, for the expansion and operation of our business. We do not anticipate paying cash dividends for the foreseeable future.
 
Convertible Securities
 
On February 8, 2016, we issued convertible promissory notes to three accredited investors in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. The notes bear interest at an annual rate of 6%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on February 8, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of our common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance or the note shares, each together with unpaid accrued interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory notes.
 
Beginning on February 9, 2017, to the extent note shares have been issued, and to the extent such note shares are not then tradeable pursuant to Rule 144 of the Securities Act or otherwise, the noteholders may make one “demand request” for registration under the Securities Act of all or any portion of the note shares. The Company will use its commercially reasonable best efforts to file a registration statement under the Securities Act within 45 days of such demand request. The Company will bear all costs, fees and expenses associated with such demand registration statement. Notwithstanding this obligation, if in the good faith judgment of the Company’s board of directors it would be materially detrimental to the Company and its stockholders for such registration statement to become effective for the reasons stated in the convertible promissory notes, the Company may defer taking action with respect to the demand registration statement for not more than 180 days after the demand request.
 
Arna Global LLC, which is wholly-owned by Mr. Sharma, loaned us $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of our common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the note shares, each together with unpaid accrued interest paid in cash. Arna Global LLC also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
 
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Mr. Sharma loaned us $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of our common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the note shares, each together with unpaid accrued interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of our common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the note shares, each together with unpaid accrued interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Equity Compensation Plan Information
 
As of March 31, 2015, we did not have any compensation plans, including individual compensation arrangements under which we could issue common stock. On April 15, 2016, we adopted the TripBorn, Inc. 2016 Stock Incentive Plan, which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the plan.
 
 
15

 
 
SELLING STOCKHOLDERS
 
Name
 
Amount
Beneficially
Owned Prior
to Offering
 
Shares to be
Offered
 
Amount
Beneficially
Owned After
Offering
 
Percent
Beneficially
Owned After
Offering (1)
                 
Arna Global LLC
 
35,714,285
 
5,357,143
 
30,357,142
 
39.5%
Affiliate of Deepak Sharma, President, Chief
Executive Officer, Chief Financial Officer and
Director
               
                 
Sachin Mandloi
 
35,714,285
 
5,357,143
 
30,357,142
 
39.5%
Vice President and Director
               
                 
(1) Based on 76,804,914 shares outstanding at April 18, 2016.
 
 
DESCRIPTION OF SECURITIES
 
The following description includes the material attributes of our capital stock This description is not complete, and we qualify it by referring to our restated certificate of incorporation and our amended and restated bylaws, both of which we incorporate into this prospectus by reference, and the laws of the state of Delaware.
 
Our restated certificate of incorporation authorizes us to issue 210,000,000 shares of capital stock, divided into two classes:
 
 
Ÿ
200,000,000 shares of common stock, $.0001 par value
 
 
Ÿ
10,000,000 shares of preferred stock, $.0001 par value
 
Common Stock
 
Our common stock has one vote per share. The holders of our common stock are entitled to vote on all matters to be voted on by stockholders. The holders of our common stock do not have cumulative voting rights.
 
Directors are elected by a plurality vote of the shares represented in person or by proxy. All other actions by stockholders will be approved by a majority of votes cast except as otherwise required by law. Our amended and restated bylaws do not provide for cumulative voting.
 
The holders of common stock are entitled to receive dividends ratably when, as and if declared by the board of directors out of funds legally available therefor. Our common stock is not liable to further calls or assessment.  The holders of our common stock have no preemptive rights.  Our common stock cannot be redeemed, and it does not have any conversion rights or sinking fund provisions.
 
In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share equally and ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Holders of common stock have no preemptive, subscription, redemption, sinking fund, or conversion rights. The outstanding shares of common stock are validly issued, fully paid and non-assessable.
 
Amendment of Bylaws
 
Our restated certificate of incorporation grants our board of directors the power to adopt, amend or repeal our bylaws, except as otherwise set forth in the bylaws.
 
Effects on our Common Stock if We Issue Preferred Stock
 
Our board of directors has authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of the restated certificate of incorporation and the laws of the state of Delaware. These terms include the number of shares in a series, dividend rights, liquidation preferences, terms of redemption, conversion rights and voting rights.
 
The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock and affecting the market price of our common stock.
 
 
16

 
 
Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws
 
Preferred Stock
 
We believe that the availability of the preferred stock under our certificate of incorporation provides us with flexibility in addressing corporate issues that may arise. Having these authorized shares available for issuance allows us to issue shares of preferred stock without the expense and delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by our stockholders, unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. The board of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then prevailing market price of the stock.
 
Advance Notice Provisions
 
Our bylaws require that for a stockholder to nominate a director or bring other business before an annual meeting, the stockholder must give notice not later than the close of business on the 90th day prior to the first anniversary of the prior year’s annual meeting. In the event that no annual meeting was held in the previous year, or the date of the annual meeting of stockholders is advanced by more than 30 days or delayed by more than 70 days of such anniversary date, we must receive notice of such nominations or other business no later than the close of business on the 10th day after the earlier of the mailing of the notice of the annual meeting of stockholders or the day on which we first make a public announcement of the date of such meeting.
 
Anti-Takeover Effects of Delaware Law
 
Section 203 of the Delaware General Corporation Law (the “DGCL”) provides that, subject to exceptions specified therein, an “interested stockholder” of a Delaware corporation shall not engage in any “business combination,” including general mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the time that such stockholder becomes an interested stockholder unless:
 
 
Ÿ
prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
 
 
Ÿ
upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
 
 
Ÿ
on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
 
 
17

 

Under Section 203, the restrictions described above also do not apply to specified business combinations proposed by an interested stockholder following the announcement or notification of one of specified transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The restrictions described above also do not apply to specified business combinations with a person who is an “interested stockholder” prior to the time when the corporation’s common stock is listed on a national securities exchange, so these restrictions would not apply to a business combination with any person who is one of our stockholders prior to this offering.
 
Except as otherwise specified in Section 203, an “interested stockholder” is defined to include:
 
 
Ÿ
any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
 
 
Ÿ
the affiliates and associates of any such person.
 
Under some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations with us for a three-year period.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
You should read the following management’s discussion and analysis in conjunction with the financial statements and related notes for TripBorn, Inc. (“TripBorn,” “we,” “us,” “our” and the “Company”) and its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”).
 
The information contained below may be subject to risk factors. We urge you to review carefully the section of this prospectus entitled “Risk Factors” for a more complete discussion of the risks associated with an investment in our common stock. See “Special Note Regarding Forward-Looking Statements.”
 
Overview
 
We are an online travel agency, sometimes referred to as an OTA, that offers travel reservations and related travel services to travel agents in India through our website, www.tripborn.com. Currently, we operate as a business to business, or B2B, online travel agency that serves travel agents and travel companies based in India in booking travel services and products for their customers. Through our internet-based platform, our travel agents can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services. We serve over 500 travel agents in the Indian states of Gujarat, Maharashtra and Rajasthan. At this time, approximately 85% of our travel agents are based in Gujarat, primarily in and around the city of Ahmedabad.
 
We are a holding company organized in Delaware in 2010. Deepak Sharma and Sachin Mandloi, each of whom is an executive officer and director of the Company, formed our operating subsidiary, Sunalpha Green Technologies Private Limited under laws of the Republic of India in 2010. Sunalpha commenced operations as an OTA in India in February 2014.
 
Prior to acquiring Sunalpha in December 2015, we operated as a shell company with nominal or no assets or operations. We were known as PinstripesNYC, Inc. until January 2016. We filed reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from August 2010 until we terminated the registration of our securities in May 2013. Our fiscal year ends on March 31. We refer to the fiscal year ended March 31, 2015 as fiscal 2015.
 
We manage our online travel agency business through Travelcord, our proprietary internet-based online transaction platform. Through our website, www.tripborn.com, we offer a wide inventory of travel services and products to offline travel agents who serve the growing middle class of travelers in semi-urban and rural regions of India. Through our proprietary technology, we consolidate and provide our travel agents with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often-fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet or credit cards. We have grown our operations through referrals and a focus on addressing our customers’ needs through sophisticated technology.
 
We generate revenue through our ticketing business, which includes rail ticketing, bus ticketing and air ticketing and our hotel reservations and vacation and business packages business. We also generate revenue by providing online payment services and access to visa processing services.
 
 
18

 
 
In our air ticketing business, our three main sources of revenue are (1) commissions and incentive payments from airline suppliers for tickets booked by our travel agent customers through our distribution channels, and (2) service fees we charge our customers. Revenue from our air ticketing business generally represents the commissions, incentive payments and fees we earn as an agent on a “net” basis. In our hotels and vacation packages business, revenue (including revenue on air tickets sold as part of packages) is generally accounted for on a “gross” basis, representing the total amount paid by our customers for these travel services and products, including taxes, if any.
 
Historical Operations and Outlook
 
Since commencing operations as an OTA in February 2014, we have grown our business by initially processing a few transactions a day to processing approximately 450 transactions per day in March 2016. Flight searches on our website have grown from a few per day in February 2014 to over 2,000 flight searches per day in March 2016. During the fiscal year 2016, we have experienced increased traffic on our website due to our efforts in marketing and branding. We have steadily worked to add suppliers in order to provide additional services and better pricing for our travel agent customers. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be in a position to use our established platform to offer travel services and related services directly to consumers. We believe our online platform is capable of managing hundreds of suppliers and millions of transactions in furtherance of our growth strategies.
 
In November 2015, we integrated the Indian Railway reservation system into our online platform using complex and scalable technology tools. Previously, we provided rail ticketing through a third party supplier. We anticipate that becoming a principle agent will result in an increase in rail ticketing revenue associated with an increase in fees associated with enrolling our travel agent customers and usage fees for ticketing. Initially, we will also anticipate an increase in selling, general and administrative expenses associated with hiring additional personnel and expanding our marketing activities in connection with the expanded rail ticketing services.
 
Assuming we are successful in enrolling new travel agents while retaining our existing travel agents, we anticipate that we will achieve sustainable and predictable cash flow and revenue growth, year-over-year. However, there is no assurance that we will be successful in implementing our business model and achieving our operational and financial objectives.
 
We expect to see an increase in bookings through our website and a corresponding increase in revenue in fiscal year 2017 due to the recent expansion of our sales force and our expansion into the state of Maharashtra. In fiscal year 2017 we expect to expand into other neighboring states in India.
 
Critical Accounting Policies and Estimates
 
In preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on revenue, income (loss) from operations and net income (loss), as well as the value of certain assets and liabilities on our balance sheet. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. Our management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We evaluate our estimates on a regular basis and make changes accordingly.  Actual results may materially differ from these estimates under different assumptions or conditions. If actual results were to materially differ from these estimates, the resulting changes could have a material adverse effect on our financial condition.
 
Our critical accounting polices include the following:
 
Business Combination
 
The unaudited condensed consolidated financial statements include the financial statements of the Company and Sunalpha. All significant related party accounts and transactions between the Company and the Sunalpha have been eliminated upon consolidation.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with the FASB ASC 605. Revenue is recognized where there is a persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured.   We recognize revenue as the gross amount billed to a customer because we have earned revenue from the sale of goods or services including discount, taxes and fees. We derive our revenue primarily from air ticketing, rail ticketing, bus ticketing, hotels and vacation packages, online payment services and commissions fees and penalties.
 
Air Ticketing . Income from our air ticketing business is comprised of sales of tickets, commissions and incentive payments from airline suppliers and service fees charged to our travel agent customers. We recognize income from our air ticket bookings at the time of issuance of tickets on a “gross” basis; we do not assume any performance obligation after the confirmation of the issuance of the air tickets to our customers. We recognize incentives earned from airlines on the basis of performance targets agreed to with the relevant airline and when performance obligations have been completed and/or credited to our account.
 
 
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Hotels and Vacation Packages.  Income from our hotels and vacation packages businesses, including income from air tickets sold as part of packages, is accounted for on a “gross” basis as we are the primary obligor in the arrangements and incur risk and responsibility, including the responsibility for delivery of services. Our hotels and vacation packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our travel agency customers. The revenue from the sale of hotel reservations and vacation packages is recognized on the customer’s date of booking. In the event of cancellations, if any, revenue is recognized as net of cancellation, refunds, taxes and commissions.
 
Rail Ticketing . We also earn revenue on a “gross” basis from rail ticketing, which includes the total cost of railway tickets and fees that are charged to our customers. The customer primarily is required to pay the amount at the time of transaction booking; we do not assume any performance obligation after the confirmation of the issuance of the rail tickets to our customers. We also earn one time agent sign-up fees from the railway agent at the time of agent enrollment. In the event of cancellation of rail tickets, the revenue we recognized for the total cost of railway tickets is reversed, while fees charged to our customers for booking railway tickets are not reversed as part of the cancellation.
 
Other Revenue .   We recognize revenue on a “gross” basis, including commissions and fees from bus operators and online payment services and for facilitating access to third-party visa services. We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided and customer has paid us for the services at the time of booking. The customer is primarily required to pay the amount at the time of transaction booking, collectability is reasonably assured. We do not believe we have significant uncertainty regarding revenue recognition, or that the same would not be affected by uncertain future events.
 
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to gross amounts earned by us on such tickets is reversed, and we recognize a liability with respect to the refund due to our customers, net of penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers as income, and recognize penalties paid to the airlines or suppliers as expenses at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s date of booking. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon availment of services by the customer.
 
Service Costs

Service cost primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services.

Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.

Other operating and administration costs include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.
 
Receivables and Credit Policies
 
Accounts receivable are uncollateralized customer obligations due under normal trade terms which generally range from 4 hours to 15 days from the time and date of transaction. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments of accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
 
 
20

 
 
Goodwill and other Intangible Assets
 
Goodwill represents the excess of the cost of an acquired entity over the fair value of net assets acquired. It is assigned to reporting units as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount . The impairment test requires assessing qualitative factors and then, if it is necessary, estimating the fair value of a reporting unit and comparing it with its carrying amount, including goodwill assigned to the reporting unit. If the estimated fair value of the reporting unit is less than its net carrying amount, including goodwill, then the goodwill is written down to its implied fair value.
 
Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight line basis over the shorter of their useful or legal lives.
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.
 
Foreign Currency Translation
 
The Company translates the foreign currency financial statements into US Dollar using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).
 
 
Results of Continuing Operations of TripBorn, Inc. for the Three and Nine Months Ended December 31, 2015 and 2014
 
   
Three Months Ended December 31,
   
Nine Months Ended December 31,
 
   
2015
   
2014
   
2015
   
2014
 
                       
Net revenue
  $ 113,669     $     $ 113,669     $  
Cost of revenue
    109,255             109,255        
                                 
Gross profit
    4,414             4,414        
Operating expenses
                               
Selling, general and administration expenses
    45,522             45,822        
                                 
Income/(loss) from operations
    (41,108 )           (41,408 )      
                                 
Other income (expenses)
                               
Depreciation and amortization
    (687 )           (687 )      
                                 
Total other income/(expense)
    (687 )           (687 )      
                                 
Net income (loss)
  $ (41,795 )   $     $ (42,095 )   $  
 
 
Revenues
 
Total revenues for the three-month and nine-month periods ended December 31, 2015 were $113,699, compared to no revenue for the comparable periods in 2014.  The three - and nine-month periods ended in 2015 included the results of operations of Sunalpha for 17 days beginning after the date of acquisition on December 14, 2015. Revenue primarily consisted of $74,143 from air ticketing, $506 from bus ticketing, $29,942 from rail ticketing, $606 from hotel booking, 2,504 from vacation packages and $588 from payment services and $5,380 from incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers.
 
Cost of Revenues and Gross Profit
 
The cost of revenues for the three-month and nine-month periods ended December 31, 2015, was $109,255, compared to no cost of revenue for the respective comparable periods in 2014.  We realized gross profits for the three month and nine month periods ended December 31, 2015, compared to no profit for the respective comparable periods in 2014. The cost of revenue resulted from fees charged by our suppliers of $75,499 for air ticketing, $502 for bus ticketing, $29,562 for rail ticketing, $609 for hotel booking, $2,493 for vacation packages and $590 for payment services. We plan to manage our cost of revenue by optimizing pricing from our suppliers and aggregators to increase our profitability and by implementing pricing algorithms and profitability calculations.
 
 
21

 
 
Gross profit from revenues for the three-month and nine-month periods ended December 31, 2015 were $4,414 respectively, compared to no profit for the comparable periods in 2014.
 
Operating Expenses
 
Total operating expenses for the three-month and nine-month periods ended December 31, 2015 were $45,522 and $45,822, respectively, compared to no expenses for the respective comparable periods in 2014.  Our operating expenses include our sales and marketing, payroll and general and administrative costs.
 
We expect our sales and marketing expenses to increase as we continue to grow the business and hire experienced personnel to support our growing business and its operation. Our general and administrative expenses are expected to increase as we incur expenses associated with become a reporting company under the Exchange Act and the listing our shares on the OTC Bulletin Board.
 
 
22

 
 
Results of Operations of TripBorn, Inc. for the Years Ended March 31, 2015 and 2014
 
   
March 31, 2015
   
March 31, 2014
 
Net revenue
  $     $  
Cost of revenue
  $     $  
Gross profit
  $     $  
Operating expenses
               
  Selling, general and administration expenses
  $ 573     $ 1098  
Income/ (loss) from operations
    (573 )     (1098 )
Net income (loss)
  $ (573 )   $ (1098 )
 
 
Revenues
 
During the years ended March 31, 2015 and March 31, 2014, TripBorn was a development stage company with nominal or no operations. TripBorn had no revenue during these periods.
 
Operating Expenses
 
Total general and administrative expenses for the years ended March 31, 2015 and 2014 were $573 and $1,098, respectively, which reflected the cost of maintaining the shell company.
 
 
23

 
 
Results of Continuing Operations of Sunalpha Green Technologies Private Limited for the Six Months Ended September 30, 2015 and 2014.
 
   
Six Months Ended September 30,
 
   
2015
   
2014
 
             
Net revenue
  $ 1,034,835     $ 358,573  
Cost of revenue
  $ 961,061     $ 335,400  
                 
Gross profit
  $ 73,799     $ 23,173  
                 
Operating expenses
               
  Selling, general and administration expense
  $ 92,715     $ 19,729  
                 
Income/(loss) from operations
  $ (18,916 )   $ 3,444  
`
               
Other income/(expenses)
               
  Depreciation and amortization
  $ (3,551 )   $ (1,456 )
                 
Total other income/(expense)
  $ (3,551 )   $ (1,456 )
                 
Income (loss) before income tax expense
    (22,467 )   $ 1,988  
  Income tax expenses
  $ (58 )   $  
                 
Net income (loss)
  $ (22,525 )   $ 1,988  
                 
Other comprehensive income/(loss):
               
  Unrealized foreign currency translation income/(loss)
  $ 3,193     $ 499  
                 
Net comprehensive income/(loss)
  $ (19,332 )   $ 2,487  
 
 
Revenues
 
Total revenues for the six-month period ended September 30, 2015 and 2014 were $1,034,835 and $358,573, respectively.  We attribute these revenue increases to an increase of $676,262 in total ticketing sales and an increase of $48,899 in fees and commissions that our travel suppliers and aggregators paid to us. This increase in fees and commissions resulted from an increase in total transactions completed on our platform. The continued development of our platform, operations and sales team contributed to the increase in travel agent customers and transactions. We derived revenue primarily from an increase of $579,588 from air ticketing, $9,515 from bus ticketing, $1,588 from rail ticketing, $1,539 from hotel booking, $28,426 from vacation packages, $2,161 from visa services and $4,546 from payment services from the prior year period. During the six months ended September 30, 2015, we provided rail services through a third-party. Now that we are a principal agent of the IRCTC, we expect to draw more revenues from our rail services, which includes revenue from the collection of initial sign-up fees from the travel agents and platform usage fees for the each ticket booked through our website.
 
Cost of Revenues and Gross Profit
 
Total cost of revenues for the six-months ended September 30, 2015, were $961,061 compared to $335,400 for the six months ended in 2014.  Cost of revenue increased as we have entered into additional arrangements with suppliers and aggregators. Cost of revenue reflects an increase in fees charged by our suppliers and aggregators of $577,357 for air ticketing, $27,409 for vacation packages, $9,486 for bus ticketing, $1,587 for rail ticketing, $2,529 for hotel booking, $2,819 for visa services and $4,473 for payment services as compared to the prior year period. These increases correspond with an increase in transactions from the prior year period. We realized gross profits for the six months ended September 30, 2015 of $73,799, compared to $23,173 for the respective comparable period in 2014.
 
Operating Expenses
 
Total operating expenses for the six-month period ended September 30, 2015 were $92,715, compared to $19,729 for the respective comparable period in 2014.  Our operating expenses include our sales and marketing, payroll and general and administrative costs.
 
We expect our sales and marketing expenses to increase as we continue to grow the business. We expect our payroll expenses to increase as we continue to seek new talent to support our growing business and its operation. Our general and administrative expenses are expected to continue at higher levels due to the launch of our rail ticketing services. These expenses include will include payroll costs associated with hiring sales executives to market our rail services and marketing and promotion activities and back office and operation resources to support the railway ticketing services.
 
 
24

 
 
Results of Operations for Sunalpha Green Technologies Private Limited for the Years Ended March 31, 2015 and 2014
 
   
Year Ended March 31,
 
   
2015
   
2014
 
Net revenue
  $ 1,128,425     $ 59,026  
Cost of revenue
  $ 1,042,165     $ 57,377  
                 
Gross profit
  $ 85,260     $ 1,649  
Operating expenses
               
Selling, general and administration expenses
  $ 85,751     $ 1,848  
                 
Income/ (loss) from operations
  $ 509     $ (199 )
Other income/(expenses)
               
Depreciation and amortization
  $ (1,987 )   $ (9 )
Total other income/(expense)
  $ (1,987 )   $ (208 )
Net income (loss)
  $ (1,478 )   $ (208 )
Other comprehensive income/(loss):
               
  Unrealized foreign currency translation income/(loss)
    905        
Net comprehensive income/(loss)
  $ (573 )   $ (208 )
 
 
Revenues
 
Sunalpha began operations as an OTA in February 2014 and had reportable income for only two months in 2014. Total revenues for the year ended March 31, 2015 and 2014 were $1,128,425 and $59,026, respectively. The increase in revenue year over year resulted from an increase in travel-related services we offered through our website and an increase in travel agent customers. For the year ended March 31, 2015, we derived revenue of $1,018,189 from air ticketing, $27,624 from vacation packages, $2,566 from visa services and $80,045 in commissions and incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers. We attribute the increase in revenue to having a full year of reportable revenue in 2015 compared to having only a few months of reportable revenue in 2014. Also, during 2015 we added additional suppliers to our platforms and additional services offerings to our customers including, hotel booking, vacation packages, bus ticketing and payment services.
 
Cost of Revenues and Gross Profit
 
Total cost of revenues for the year ended March 31, 2015 and 2014 was $1,042,165 and $ 57,377 respectively.  We realized gross profits for the year ended March 31, 2015 of $85,260, compared to $1,649 for the respective comparable period in 2014.
 
Cost of revenues for ticket booking and other revenues for the year ended March 31, 2015, were $1,042,165, compared to $57,377 for the respective comparable period in 2014. The increase in cost of revenues reflects the increase in fees we paid to our suppliers and aggregators as we expanded the type and volume of our travel services offerings from year-end 2014 to 2015.
 
Operating Expenses
 
Total general and administrative expenses for the years ended March 31, 2015 and 2014 were $85,751 and $1,848, respectively, due to an increase in employees. We added 10 employees during the year ended March 31, 2015. We expect our general and administrative expenses for year ended March 31, 2016 will remain higher compared to expense levels of the year ended March 31, 2015 as we expand our sales and distribution team and hire experienced senior level management.
 
 
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Liquidity and Capital Resources
 
As of December 31, 2015, we had $20,641 in cash and cash equivalents, compared to $1,603 as of March 31, 2014. The $19,038 increase in cash was due to commencing of operation in year 2015 and net cash used in operating activities. As of December 31, 2015, we had additional paid-in capital $212,519 compared to $124,162 as of March 31, 2014.
 
We believe we have sufficient capital to continue operations through September 2016. We require additional capital to continue to fund our operations, and will look to raise funds through public and private offerings of our securities.
 
We took the following steps since fiscal year 2015 to manage our liquidity, to avoid default on any material third-party obligations and to continue moving our business towards cash-flow break-even, and ultimately profitability: 
 
 
Ÿ
We continue to employ “on demand” procurement processes for travel products that we sell to our customer. We also continue our attempts to collect customer payments promptly based on their payment terms, which has helped us manage our working capital needs.
 
 
Ÿ
In order to manage our working needs, we are negotiating with our key vendors for extended payment terms for our procurement of products that we sell.
 
 
Ÿ
We raised $350,000 in the last quarter of fiscal year 2015 pursuant to the Company’s issuance of convertible notes. The notes have a three-year term, and bear interest at the rate of six percent payable at maturity. The principal amount of each note is convertible into shares of the Company’s common stock. We expect to raise an additional $150,000 in convertible note issuances within the next six months.
 
 
Ÿ
We received proceeds from the issuance of convertible notes to affiliates totaling $1,150,483 in the fourth quarter of fiscal 2016. The notes have a three-year term, and bear interest at the rate of ten percent payable at maturity. The principal amount of each note is convertible into shares of the Company’s common stock.
 
 
Ÿ
The Company expects to seek a market maker to apply for admission to quotation of our securities on the OTC Bulletin Board.
 
There are no assurances that these steps will generate sufficient cash flow from operations or that we will be able to obtain sufficient financing necessary to support our working capital requirements. We can also give no assurance that additional capital financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available, we may not be able to continue our operations or execute our business plan.
 
Stock Based Compensation
 
On April 15, 2016, we adopted the TripBorn, Inc. 2016 Stock Incentive Plan (the “Plan”), which authorized the issuance of 7,680,000 shares of our common stock pursuant to stock options, restricted stock, restricted stock units or other awards authorized under the terms of the plan. No awards have been issued under the Plan.
 
In the next six months, we anticipate awarding approximately 6,000,000 to 11,500,000 shares of time-vesting restricted stock to certain outside consultants as compensation for their services to the Company outside of the Plan. We expect the restricted stock will be subject to performance and time vesting.
 
Contractual Obligations
 
Our agreement with the Indian Railway Catering and Tourism Corporation, or IRCTC, requires us to pay annual maintenance charges based on the number of active railway agents that use our rail booking services on our platform. Based on an estimate of 1,000 agents, $7,500 in annual maintenance charges will be payable for fiscal year 2016. We estimate that $15,000 in annual maintenance charges will be payable for fiscal year 2017. Currently, we have enrolled approximately 120 agents to use the railway booking services on our platform.
 
Off-Balance Sheet Arrangements
 
As of December 31, 2015, we had no off-balance sheet arrangements.
 
Recently Issued Accounting Standards
 
For information regarding the impact of recently issued accounting standards, see Note 4 to our financial statements for the quarter ended December 31, 2015, included in this prospectus.
 
 
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BUSINESS
 
Overview
 
We are an online travel agency, sometimes referred to as an OTA, that offers travel reservations and related travel services to travel agents in India through our website, www.tripborn.com. Currently, we operate as a business to business, or B2B, online travel agency that serves travel agents and travel companies based in India in booking travel services and products for their customers. Through our internet-based platform, our travel agents can search and book domestic and international air tickets, hotels, vacation packages, rail tickets and bus tickets, as well as ancillary travel-related services. We serve approximately 500 travel agents in the Indian states of Gujarat, Maharashtra and Rajasthan. At this time, approximately 85% of our travel agents are based in Gujarat, primarily in and around the city of Ahmedabad. We plan to expand our presence throughout pan-India as opportunities present, with an immediate focus on the states of Gujarat, Maharashtra, Rajasthan and Madya Pradesh.
 
 
We are a holding company organized in Delaware in 2010. Our President and director, Deepak Sharma formed our operating subsidiary, Sunalpha Green Technologies Private Limited under laws of the Republic of India in 2010. Sunalpha commenced operations as an OTA in India in February 2014.
 
We engineered our internet-based platform, Travelcord using multiple systems platforms with an emphasis on scalability, performance and reliability. We integrated other software platforms, applications and database systems into Travelcord. We designed these internal platforms to include open application protocol interfaces that can provide connectivity to our travel services suppliers. Our travel services suppliers include aggregators and individual providers, such as individual hotels. Our applications use secure communications and transactions, as appropriate.
 
Our Market
 
India’s rapidly growing economy and rising middle class are driving growth in India’s travel and tourism industry. According to the International Monetary Fund (“IMF”), India’s gross domestic product (“GDP”) grew at an estimated 7.3% in 2015 and is projected to grow by 7.3% and 7.5% in each of 2016 and 2017. In 2011, the National Council for Applied Economic Research estimated that the Indian middle class would grow from 160 million people in 2011 to 267 million people in 2016 and would reach 547 million people by 2026. According to the IMF, nominal per capital income of the Indian population also is increasing. All of these factors tend to increase discretionary spending in areas such as travel and leisure. According to Word Travel & Tourisms Council’ Economic Impact 2015, the travel and tourism sector in India has been increasingly contributing to overall GDP. Domestic tourists accounted for over 80% of the spending in 2015.
 
 
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Although internet penetration and use of debit and credit cards is rapidly increasing, India continues to have a significant unbanked population, particularly outside of urban areas. According to the Reserve Bank of India, approximately 40% of households do not have access to banking services. According to India’s 2011 Census, 69% of India’s population lives in rural areas, while 5% live in semi-urban areas. In addition, lower internet penetration and literacy rates in more rural areas mean that OTAs are unable to reach a significant portion of the population directly. Due to a combination of these factors, semi-urban and rural travelers are more likely to require an intermediary to book travel related services and products.
 
Our Strategy
 
We manage our online travel agency business through Travelcord, our proprietary internet-based online transaction platform. Through our website, www.tripborn.com, we offer a wide inventory of travel services and products to offline travel agents who serve the growing middle class of travelers in semi-urban and rural regions of India. Using our proprietary technology, we consolidate and provide our travel agents with access to travel bookings and hotel reservations that otherwise would be costly and time-consuming to obtain for their customers in an often fragmented marketplace. While some of our more established competitors have focused on selling directly to consumers in urban areas, our travel agent partners tend to be small, brick and mortar establishments that serve travelers who rely on more personalized transactions for their travel booking needs due to language barriers and lack of access to the internet or credit cards. We have grown our operations through referrals and a focus on addressing our customers’ needs through sophisticated technology. In the development stages, we have relied on user feedback to enhance our core technology. As internet penetration in India continues to increase, we anticipate that we will be in a position to use our established platform to offer travel services and products directly to consumers.
 
Corporate History
 
TripBorn, Inc. is a holding company incorporated in Delaware in January 2010. We operated as a shell company with nominal or no assets or operations until December 2015 when we acquired our Indian operating subsidiary, Sunalpha Green Technologies Private Limited, or “Sunalpha”. We were known as PinstripesNYC, Inc. until January 2016. We filed reports with the Securities and Exchange Commission under the Securities Exchange of 1934, as amended (the “Exchange Act”) from August 2010 until we terminated the registration of our securities in May 2013. In December 2015, Arna Global LLC, which is wholly-owned by Deepak Sharma, and Sachin Mandloi acquired 93% of our outstanding common stock in a private transaction. Mr. Sharma formed Sunalpha under the laws of India in 2010. Sunalpha began operations as an online travel agency known as Tripborn in February 2014. Our principal executive offices are located at 812 Venus Atlantis Corporate Park, Near Prahalad Nagar Garden, Satellite, Ahmedabad 380 015, and our telephone number is 91 079-4019914. Our website address is www.tripborn.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any information on our website in making your decision to purchase our common stock .
 
Our Services and Products
 
Our internet-based platform at www.tripborn.com provides our participating travel agents, travel managers, arrangers and corporations with the ability to quickly search and book the following services for their offline customers:
 
 
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Air ticketing
 
Our travel agent customers can book domestic or international flights through our website. We have agreements with India’s three domestic low cost carriers. In addition, through our website we offer our travel agents access to international air tickets to destinations worldwide as an approved agent of the International Association of Travel Agents, or IATA, and through our aggregators. We earn commissions from our aggregators for bookings.
 
Our platform at www.tripborn.com allows our customers to search for available tickets based on their customers’ requirements. Our platform quickly processes the available inventory of our aggregators and suppliers and displays the results, including availability, schedules and prices. The prices displayed include the commission that our customers will earn on the ticket sales.
 
Hotel reservations
 
We offer access to reservations with 400,000 hotels across the world, including hotels in India through aggregators who we have directly connected into our booking system. Our platform allows our travel agent customers to meet their customers’ needs by searching for hotel availability by location and sorting search results by star ratings and price. Our search results include photos and descriptions of the hotels’ amenities.
 
Bus ticketing
 
Our travel agent partners can book bus tickets through aggregators who are directly connected into our booking system. Our platform consolidates ticketing for largely unorganized regional bus services for the benefit of our travel agents and their customers. As a value added service, our platform allows travel agents to select specific seats by gender, which is of interest to their Indian customers .
 
Rail ticketing
 
We are a B2B Principal Agent of the Indian Railway Catering and Tourism Corporation, or IRCTC, which is a government entity that allows us to offer reservations through Indian Railways’ passenger reservation system on our webpage. Indian Railways is India’s state-owned railway which owns and operates most of India’s rail transportation. We have integrated our system with IRCTC’s to provide a seamless booking process for our travel agents. According to the 2014-15 annual report of the Ministry of Railways, Indian Railways carries approximately 23 million passengers daily. Rail travel is the primary mode of transportation for Indians, particularly in rural areas.
 
Visa processing
 
Through third parties, we can arrange for visa processing as an ancillary service for the customers of our travel agents.
 
Vacation packages
 
Our travel agent partners can search our platform for available vacation packages or submit inquiries regarding their customers’ preferences to be fulfilled by our third-party suppliers. Our call center also is available to our customers to facilitate these requests.
 
Pre- and post-paid services and utilities
 
As a value-added service, our travel agents may use our internet platform to pay make pre- and post-paid mobile payments and payments for television service and data cards on behalf of their customers.
 
White label solution
 
Through our internet platform, we provide white label travel solutions that allow our travel agents to use their own branded platform for customer use. Agents that take advantage of this service of ours may offer tickets and reservations through their own branded website powered by our platform and can issue tickets that include their own logos.
 
Distribution
 
Our travel agent customers search and book travel services and products for their clients through our internet-based platform at www.tripborn.com. Our sales and marketing team enrolls the new agents and distributors. We train these agents to use our systems and processes. The travel agents can enroll with us to access some or all of the booking services available on our platform. For example, some agents may choose only to access rail ticketing, while others may choose to access our entire offering of services. We engineered our internet-based platform using multiple systems platforms with an emphasis on scalability, performance and reliability to ensure our platform is always available for our customers.
 
 
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We primarily host our systems infrastructure and web and database servers of our operations in the United Kingdom through SoftLayer Technologies, which provides network connectivity, networking infrastructure, uninterruptable power supply and 24-hour monitoring and engineering support typical of hosted data centers. All data center facilities have a continuous power supply system, generators, redundant servers and multiple back-up systems. Although we take steps to mitigate the effects of any loss or reduction in service at one of our hosting facilities, if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason, we could experience a disruption to our services, loss of transactions and revenue and consumer complaints.
 
We also maintain a call center to provide customer support and troubleshooting solutions.
 
Sales and Marketing
 
We facilitate the sale of third parties’ travel services and products through our internet website to largely offline travel agents, who book hotels and tickets for their customers. In the past 13 months, we have built a network of over 500 travel agents by reputation and word of mouth. Our travel agents primarily are based in and around the city of Ahmedabad in Gurjarat, but also operate in the states of Maharashtra and Rajasthan. We are expanding our sales team and hiring employees to expand our marketing and sales efforts.
 
Competition
 
The market for travel services and products in India is highly competitive. We currently compete with both established and other emerging providers of travel services and products, including other online travel agencies, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete with us for customers.
 
Established OTAs such as makemytrip.com, cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and agoda.com have achieved strong brand recognition and reliability in India. Since the travel industry is a high-volume, low-margin business, it can be difficult for emerging participants, such as us to capture a meaningful share of the market from OTAs with established brands and resources. We intend to build our brand in the underserved rural and semi-rural markets through our superior service-oriented travel portal. We believe that being a later market entrant allows us to develop a superior platform with up-to-date technologies.
 
Certain of our travel suppliers have also been steadily focusing on increasing online demand on their own websites and decreasing or eliminating their dependence on third-party distributors like us. For instance, many low-cost airlines may, subject to applicable regulations, reduce or eliminate commissions to agents such as us or restrict the amount of service fees we are able to charge customers. Suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as their own bonus miles or loyalty points, which could make their offerings more attractive to customers than offerings like ours. See “Risk Factors — Risks Related to Our Industry — The travel industry in India is highly competitive, and we may not be able to compete effectively”.
 
Intellectual Property
 
We manage our online travel agency business through Travelcord, our proprietary internet-based online transaction platform. Through a Software Agreement with our affiliate, Arna Global, LLC, we succeeded to the ownership and development rights of Arna under a Software Development Agreement with Takniki Communications, which is owned by our director, Sachin Mandloi. By virtue of a letter agreement, we license Travelcord to our operating subsidiary, Sunalpha. We rely on confidentiality and non-compete agreements and provisions to protect our intellectual property rights. We have applied for trademark registration in India for our name, TripBorn.
 
Employees
 
We currently have 13 employees based in Ahmedabad, Gujarat, India. None of our employees are represented by a labor union. We have not experienced any work stoppages and believe that we have satisfactory employee relations. 
 
Government Regulation
 
 In the United States and India, we are subject to or affected by international, federal, state and local laws, regulations and policies, including anti-bribery rules, trade sanctions, data privacy requirements, labor laws and anti-competition regulations, which are constantly subject to change. In addition, certain government trade sanctions affect our ability to operate in Cuba, Iran, Sudan, Syria and the Ukraine. The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations. The descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.
 
 
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We believe that we are in material compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse effect on our business.
 
Under the Indian Information Technology Act, 2000, as amended, we are subject to civil liability to compensate for wrongful loss or gain to any person arising from negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information.
 
The consolidated foreign direct investment policy, or the FDI Policy, issued by the Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, or the FEMA, regulates foreign investment in India. In addition, the regulations have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities, as well as investments and acquisition by foreign entities in certain sectors with caps on foreign investments. These requirements currently include restrictions on issuances, pricing and valuation of shares of Indian companies and sources of funding for such investments, which may, in certain cases, require prior notice to or approval of the Government of India.
 
The Companies Act, 2013 and the rules thereunder, or the new Companies Act, which has recently been enacted, contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions, restrictions on the number of layers of subsidiaries, corporate social responsibility spending and a penal provision with respect to non-cmpliance with the provisiosn of the new Companies Act. While several provisions of the new Companies Act are currently effective, the existing Companies Act, 1956 remains in effect with respect to other provisions.
 
We operate in jurisdictions in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (“FCPA”), which, among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of Government contracts. Also India’s Prevention of Corruption (Amendment) Bill 2013, (“PCA”) prohibits giving bribe to a public servant. Although we believe that we have adequate policies and enforcement mechanisms to ensure legal and regulatory compliance with the FCPA, PCA and other similar regulations, it is possible that some of our employees, subcontractors, agents or partners may violate any such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions, including penalties. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the FCPA.
 
The United States maintains trade and economic sanctions with respect to various foreign countries, individuals, and entities worldwide. Among other things, these sanctions prohibit most transactions by U.S. persons relating to Cuba, Iran, Syria, and Sudan. The sanctions also restrict U.S. persons in their transactions and dealings with various individuals and entities considered Specially Designated Nationals and Blocked Persons. The United States maintains trade and economic sanctions with respect to various foreign countries, individuals, and entities worldwide. Among other things, these sanctions prohibit most transactions by U.S. persons relating to Cuba, Iran, Syria, and Sudan. The sanctions also restrict U.S. persons in their transactions and dealings with various individuals and entities considered Specially Designated Nationals and Blocked Persons.
 
PROPERTIES
 
We lease approximately 2,455 square feet of office space for our principal executive officers in Ahmedabad. Currently, our president, chief executive officer, chief financial officer and director, Deepak Sharma leases this space to us at no charge. As of March 2016, we also lease approximately 2,300 square feet of office space for our call center and operations in Ahmedabad. We believe these properties suit our operations and business needs.
 
LEGAL PROCEEDINGS
 
We are not currently involved in any material legal proceedings. From time-to-time we anticipate we will be involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.
 
 
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MANAGEMENT
 
Directors and Executive Officers
 
The following table sets forth the name, age and position of each of our directors and executive officers as of April 18, 2016.
 
Name
 
Age
 
Position
 
Year First Elected Director
 
Deepak Sharma
 
41
 
President, Chief Executive Officer, Chief Financial Officer and Director
 
2015
 
Sachin Mandloi
 
39
 
Vice President and Director
 
2015
 

The following includes a brief biography for each of our directors and executive officers, with each director biography including information regarding the experiences, qualifications, attributes or skills that caused our board of directors to determine that each member of our board of directors should serve as a director as of the date of this prospectus. There are no family relationships among any of our directors or executive officers.
 
Deepak Sharma has served as our President, Chief Executive Officer and a director since December 2015. He has served as our Chief Financial Officer since March 2015. Mr. Sharma co-founded our Indian operating subsidiary, Sunalpha and has been serving as its managing director and President of Sunalpha since 2010. Mr. Sharma is the President of Alphatech Systems and Consulting Inc., an information technology service company that he founded in 2006. Alphatech provides customer solutions including software development and maintenance services.
 
The board of directors believes that Mr. Sharma’s institutional knowledge as a founder of the company as well as his experience in business development and software product development are crucial to successfully growing our business.
 
Sachin Mandloi has served as our Vice President and a director since December 2015. Mr. Mandloi is responsible for technology development, quality assurance and product delivery. Mr. Mandloi is the founder and president of Takniki Communications, an information technology service company formed under the laws of the Republic of India that provides information technology solutions, including software development and maintenance services. Mr. Mandloi has served as the president of Takniki Communications since he founded it in 1998. Mr. Mandloi has served as a director of our Indian operating subsidiary, Sunalpha since 2014.
 
The board of directors believes that Mr. Mandloi’s experience in software development and maintenance in India, as well as his in-depth knowledge of digital marketing and data analytics are crucial to successfully growing our business.
 
At this time, we are not required to and do not have any committees of the board of directors.
 
 
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DIRECTOR INDEPENDENCE
 
Although our shares are not listed on the NASDAQ Capital Market or any other exchange, we use the independence standards of the NASDAQ Listing Rules in evaluating the independence of our directors. Our directors, Deepak Sharma and Sachin Mandloi do not meet the definition of “independent directors” as that term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules due to their relationships with the Company as founders of our Indian operating subsidiary. In the future, if we list our common stock on The NASDAQ Capital Market, we will be required to have a majority of independent directors and we intend to comply with applicable requirements relating to director independence in connection with such listing.
 
EXECUTIVE AND DIRECTOR COMPENSATION
 
As a development stage company, we have not compensated our named executive officers or directors for their services. In compliance with Instruction 4 to Item 402(m) of regulation S-K, we have omitted the Summary Compensation, Outstanding Equity Awards at Fiscal Year-End and Director Compensation tables because we did not award or pay, and our named executive officers and directors did not otherwise earn, any compensation with respect to our last two fiscal years ended March 31, 2015 and March 31, 2014. Our named executive officers are Deepak Sharma, Sachin Mandloi and Clifford Teller. Mr. Sharma serves as our President, Chief Executive Officer, Chief Financial Officer and director and Sachin Mandloi serves as our Vice President and director. Prior to our acquisition by Arna Global LLC in December 2015, Clifford Teller served as our President and sole director. We do not have any other named executive officers. We do not have employment agreements with any of our named executive officers. 
 
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
 
In the course of our development, we have participated in transactions with Deepak Sharma and Sachin Mandloi. Messrs. Sharma and Mandloi are the founders, executive officers and directors of our Indian operating subsidiary, Sunalpha. In addition, Messrs. Sharma and Mandloi have been executive officers and directors of TripBorn, Inc since December 2015.
 
On December 8, 2015, Arna Global LLC, purchased 71,428,570 shares of our common stock in a private transaction for an aggregate purchase price of $95,500. On that date, these shares represented 71% of our authorized share capital and 93% of our common stock outstanding. Arna Global LLC is a Delaware limited liability company whose sole member is Deepak Sharma. Immediately prior to the purchase, Maxim Kelyfos, LLC was the beneficial owner of 93% of our outstanding common stock.
 
On December 14, 2015, we acquired substantially all of the outstanding shares of Sunalpha from Mr. Mandloi for $95,835.
 
The above transactions were effected to incorporate our business in the state of Delaware. Therefore, neither Mr. Sharma nor Mr. Mandloi had a quantifiable interest in these transactions.
 
On February 29, 2016, Arna Global LLC entered into a software agreement with us whereby we succeeded to the rights of Arna with respect to our proprietary software pursuant to a Software Development Services Agreement between Takniki Communications and Arna. Mr. Mandloi is the founder and President of Takniki Communications. Pursuant to this Software Agreement, Arna assigned its rights to the developed software, any further development with respect to the software and its rights as licensor of the software to Sunalpha. In consideration for the assignment, we agreed to pay Arna $956,000, which is evidenced by a convertible promissory note described below.
 
Arna Global LLC loaned us $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Sharma loaned us $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
 
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Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
We lease approximately 2,455 square feet of office space for our principal executive officers in Ahmedabad. Currently, our president, chief executive officer, chief financial officer and director, Deepak Sharma owns the premises and leases this space to us at no charge. If and when our operations become profitable, we expect to enter into a lease agreement to pay market-based rent for the space. We have no immediate plans to enter into a lease agreement with Mr. Sharma.
 
Mr. Sharma’s deposits with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the IATA on behalf of our operating subsidiary, Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2016.
 
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides information as of April 18, 2016, concerning beneficial ownership of our common stock held by (1) our named executive officers, (2) our directors, (3) our executive officers and directors as a group and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on 76,804,914 shares of our common stock outstanding as of April 18, 2016.
 
Name of Beneficial Owner
 
Shares of Common Stock
Beneficially Owned
   
Percentage of Shares
Beneficially Owned
 
   
Before
Offering
   
After
Offering
   
Before
Offering
   
After
Offering
 
Named Executive Officers and Directors :
                       
                         
Deepak Sharma (1)(2)
President, Chief Executive Officer,
Chief Financial Officer and Director
    35,714,285       30,357,142       46.5 %     39.5 %
                                 
Sachin Mandloi (3)
Vice President and Director
    35,714,285       30,357,142       46.5 %     39.5 %
                                 
Clifford A. Teller (4)
Former President and Director
    3,982,143       3,982,143       5.2 %     5.2 %
                                 
All directors and executive officers
as a group (4 persons)
    75,410,713       64,696,427       98.2 %     84.2 %
                                 
5% Stockholders:
                               
                                 
Arna Global LLC (5)
4390 US Route 1, Suite 221
Princeton, NJ 08540
    35,714,285       30,357,142       46.5 %     39.5 %
                                 
Maxim Kelyfos LLC (6)
c/o Maxim Group LLC
405 Lexington Avenue
New York, New York 10174
    3,982,143       3,982,143       5.2 %     5.2 %
 
(1)
As the sole member of Arna Global LLC, Mr. Sharma may be deemed to be the beneficial owner of the 35,714,285 shares held by Arna Global LLC. Mr. Sharma has sole voting and sole dispositive power with respect to the 35,714,285 shares held by Arna Global LLC.

(2)
Does not include 3,432,234 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.

(3)
Mr. Sachin has sole voting and sole dispositive power with respect to the shares. Does not include 835,552 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.

(4)
As a member of Maxim Partners, LLC, the parent company of Maxim Kelyfos, Mr. Teller may be deemed to be a beneficial owner of the 3,982,143 shares held by Maxim Kelyfos LLC. Mr. Teller has sole voting and sole dispositive power of the shares held by Maxim Kelyfos LLC.

(5)
Does not include 21,194,381 shares of common stock issuable under the terms of the 10% convertible note described under “Certain Relationships and Related Person Transactions” in this prospectus.

(6)
As a member of Maxim Partners, LLC, the parent company of Maxim Kelyfos, Mr. Teller may be deemed to be a beneficial owner of the 3,982,143 shares held by Maxim Kelyfos LLC. Mr. Teller has sole voting and sole dispositive power of the shares held by Maxim Kelyfos LLC. As the holder of 73.15% of the outstanding membership interests of Maxim Partners, LLC, MJR Holdings LLC may be deemed to be the beneficial owner of up to 73.15% of the common stock held by Maxim Kelyfos LLC.
 
PLAN OF DISTRIBUTION
 
The selling stockholders may sell some or all of their shares at a fixed price of $0.20-$0.30 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, the selling stockholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we intend to file to obtain a quotation on the OTC Bulletin Board in the future. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
 
 
35

 
 
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
 
 
Ÿ
ordinary brokers transactions, which may include long or short sales;
 
 
Ÿ
transactions involving cross or block trades on any securities market where our common stock is trading
 
 
Ÿ
through direct sales to purchasers or sales effected through agents;
 
 
Ÿ
privately negotiated transactions;
 
 
Ÿ
any combination of the foregoing; or
 
 
Ÿ
any other method permitted by law
 
In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling security holders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling security holders are broker-dealers or affiliates of broker dealers.
 
Each selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to engage in a distribution of the common stock. Upon us being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the distribution of common stock, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being distributed and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
 
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
 
Each selling stockholder may sell all, some or none of the shares of common stock registered pursuant to the registration statement of which this prospectus forms a part. If sold under the registration statement of which this prospectus forms a part, the shares of common stock registered hereunder will be freely tradable in the hands of persons other than our affiliates that acquire such shares.
 
The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
 
Offers Outside the United States
 
Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
 
LEGAL MATTERS
 
The validity of the shares of our common stock to be issued in this offering will be passed upon for us by our counsel, Harter Secrest & Emery LLP, Rochester, New York.
 
 
36

 
 
EXPERTS
 
Ram Associates, independent registered public accounting firm, has audited our financial statements at March 31, 2015 and 2014, and for each of the two years in the period ended March 31, 2015, as set forth in their report. We have included our financial statements in this prospectus and elsewhere in this registration statement in reliance on Ram Associate’s report, given on their authority as experts in accounting and auditing.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the accompanying exhibits and schedules. Some items included in the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract, agreement or any other document are summaries of the material terms of these contracts, agreements or other documents. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to such exhibit for a more complete description of the matter involved.
 
A copy of the registration statement and the accompanying exhibits and schedules and any other document we file may be inspected without charge and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
 
We will become subject to the information and periodic reporting requirements of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.tripborn.com. You will be able to access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, proxy statements and other information to be filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material will be electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.
 
 
37

 
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TripBorn, Inc. Consolidated Financial Statements for the Fiscal Years Ended March 31, 2015 and 2014                   
        
Report of Independent Registered Public Accounting Firm
F-1
Balance Sheets
F-2
Statements of Comprehensive Income/(Loss)
F-3
Statements of Changes in Stockholders’ Equity
F-4
Statements of Cash Flows
F-5
Notes to Financial Statements
F-6
   
Sunalpha Green Technologies Private Limited Consolidated Financial Statements for the Fiscal Years
Ended March 31, 2015 and 2014
 
Balance Sheets
F-10
Statements of Comprehensive Income/(Loss)
F-11
Statements of Changes in Stockholders’ Equity
F-12
Statements of Cash Flows
F-13
Notes to Financial Statements
F-14
   
TripBorn, Inc. Condensed Consolidated Financial Statements for the Three and Nine Months Ended
December 31, 2015 and 2014 (unaudited)
 
Balance Sheets
F-19
Statements of Comprehensive Income/(Loss)
F-20
Statements of Changes in Stockholders’ Equity
F-21
Statements of Cash Flows
F-22
Notes to Financial Statements
F-23
   
Sunalpha Green Technologies Private Limited Condensed Consolidated Financial Statements for the Six
Months Ended September 30, 2015 and 2014 (unaudited)
 
Balance Sheets
F-30
Statements of Comprehensive Income/(Loss)
F-31
Statements of Cash Flows
F-32
Statements of Changes in Stockholders’ Equity
F-33
Notes to Financial Statements
F-34
   
TripBorn, Inc. Condensed Consolidated Pro Forma Financial Statements (unaudited)
 
Balance Sheet for the Nine Months Ended December 31, 2015
F-40
Statements of Operations for the Nine Months Ended December 31, 2015
F-41
Statements of Operations for the Year Ended March 31, 2015
F-42

 
38

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

The Board of Directors and Stockholders
Tripborn, Inc.:

We have audited the accompanying balance sheets of Tripborn, Inc. (the “Company”) as of March 31, 2015 and 2014 and the related statements of operations, comprehensive income, stockholders’ equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits .
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2015 and 2014 the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Ram Associates
 
Ram Associates
Hamilton, NJ
April 18, 2016.
 
 
F-1

 

TRIPBORN, INC.
 
   
Balance Sheets
 
   
March 31,
 
   
Assets
 
   
2015
   
2014
 
Current assets
           
Cash and cash equivalents
  $ 730     $ 1,603  
Other current assets
    10,400       10,400  
Total current assets
    11,130       12,003  
                 
Total Assets
  $ 11,130     $ 12,003  
                 
                 
                 
Liabilities and Stockholders' Equity
 
                 
Current liabilities
               
Accounts payable
  $ 2,000     $ 2,000  
Other current liabilities
          300  
Total current liabilities
  $ 2,000     $ 2,300  
                 
Long-term liabilities
  $     $  
                 
Stockholders' equity/(deficit)
               
Preferred stock, par value $0.0001; 10,000,000 authorized
           
Common stock, par value $0.0001; 100,000,000 authorized
         
5,376,344 shares issued and outstanding as of
               
March 31, 2015 and March 31, 2014 respectively.
  $ 538     $ 538  
Additional paid-in capital
    124,162       124,162  
Retained earnings/ (deficit)
  $ (115,570 )   $ (114,997 )
Total stockholders' equity
  $ 9,130     $ 9,703  
                 
Total liabilities and stockholders' equity
  $ 11,130     $ 12,003  
 
 
F-2

 
 
TRIPBORN, INC.
 
   
Statements of Comprehensive Income/ (Loss)
 
   
Years Ended March 31,
 
             
   
2015
   
2014
 
             
Net revenue
  $     $  
                 
Cost of revenue
           
                 
Gross profit
  $     $  
                 
Operating expenses
               
Selling, general and administration expenses
  $ 573     $ 1,098  
                 
Income/ (loss) from operations
  $ (573 )   $ (1,098 )
                 
Net comprehensive income/(loss) for the period
  $ (573 )   $ (1,098 )
                 
Basic income (loss) per share
  $ (0.00 )   $ (0.00 )
Diluted income (loss) per share
  $ (0.00 )   $ (0.00 )
                 
Basic weighted average number of shares
  $ 5,376,344     $ 5,376,344  
Diluted weighted average number of shares
  $ 5,376,344     $ 5,376,344  

 
F-3

 

TRIPBORN, INC.
 
Statements of Changes in Stockholders' Equity
 
Years Ended March 31, 2015 and 2014
 
 
   
Common Stock
               
   
Shares
 
Amount
 
Additional
paid-in
capital
   
Retained
earnings/
(deficit)
 
Total
stockholders'
equity
 
                               
Balance at March 31, 2013
    5,376,344     $ 538     $ 123,162     $ (113,899 )   $ 9,801  
                                         
Other comprehensive income (loss)
                                       
Capital contributed
                    1,000               1,000  
                                         
Net income (loss)
                            (1,098 )     (1,098 )
                                         
Balance at March 31, 2014
    5,376,344     $ 538     $ 124,162     $ (114,997 )   $ 9,703  
                                         
Net income
                            (573 )     (573 )
                                         
Balance at March 31, 2015
    5,376,344     $ 538     $ 124,162     $ (115,570 )   $ 9,130  

 
F-4

 

TRIPBORN, INC.
 
   
Statements of Cash Flows
 
   
Years Ended March 31,
 
   
   
2015
   
2014
 
Cash flows from operating activities
           
Net income/ (loss)
  $ (573 )   $ (1,098 )
Adjustment to reconcile net income (loss) to net cash
               
provided by /(used in) operating activities:
               
Changes in operating assets and liabilities:
               
(Increase)/ decrease in:
               
Other current assets
  $     $ (400 )
Increase/ (decrease) in:
               
Accounts payable and accrued expenses
  $     $ 1,500  
Other current liabilities
  $ (300 )   $ 271  
Net cash provided by/(used in) operating activities
  $ (873 )   $ 273  
                 
Cash flows from financing activities
               
Increase in additional paid-in capital
  $     $ 1,000  
Net cash provided by financing activities
  $     $ 1,000  
                 
Net change in cash and cash equivalents
  $ (873 )   $ 1,273  
                 
Cash and cash equivalents
               
Beginning of the year
  $ 1,603     $ 330  
End of the year
  $ 730     $ 1,603  
                 
Supplementary disclosure of cash flows information
               
Cash paid during the period for:
               
Interest
  $     $  
Income taxes
  $     $  
 
 
F-5

 
 
TRIPBORN, INC.
Notes to Audited Consolidated Financial Statements
March 31, 2015 and 2014
 
1. 
Organization And The Nature of Business
 
PinstripesNYC, Inc. (“Pinstripes” or the “Company”) is a development stage company that was incorporated in Delaware in January 2010 and operates as a shell company with nominal or no assets. The Company was formed as a vehicle to pursue a business combination with an existing company. The Company has selected March 31 st as its fiscal year end.
 
Pinstripes filed reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) from August 2010 until the Company terminated its registration under the Exchange Act in May 2013.
 
2. 
Summary of Significant Accounting Policies
 
Accounting Policies
 
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”); consequently, revenue is recognized when services are rendered and expenses are reflected when costs are incurred.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.
 
Cash and Cash Equivalents
 
The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents.
 
Other Current Assets
 
Other current assets include prepaid expenses to be expensed in the subsequent years and due from affiliates. As of March 31, 2015 and 2014 the balance of other current assets is $10,400.
 
Income Taxes
 
The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting.
 
GAAP requires Company management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the internal revenue service. The Company has concluded that as of March 31, 2015 and 2014 there are no material uncertain tax positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. Company management believes that the Company’s income tax returns for the years ended March 31, 2015 and 2014 remain subject to examination based on normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period.
 
No provision or benefit for federal or state income taxes has been included in the financial statements because the Company has sustained cumulative losses since inception and has available to it net operating loss carryforwards to offset future taxable income.
 
 
F-6

 
 
3. 
New Accounting Pronouncements
 
 
i.
In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.
 
 
ii.
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
 
 
iii.
In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
 
4. 
Other Current Assets
 
Other current assets include prepaid expenses to be expensed in the subsequent years and due from affiliates. As of March 31, 2015 and 2014 the balance of other current assets is $10,400.
 
5. 
Related Party Transactions
 
During the years ended March 31, 2015 and 2014, the Company shared office space with Maxim Group LLC. The majority member of Maxim Group LLC is the sole stockholder of Maxim Kelyfos, LLC, which owns 93% of the Company’s common stock outstanding.
 
6. 
Subsequent Events
 
The Company has evaluated subsequent events through April 18, 2016, the date which the financial statements were available to be issued.
 
 
i.
Change in Control . On December 8, 2015, Arna Global LLC (“Arna”) purchased 71,428,570 shares of the Company’s common stock in a private transaction for an aggregate purchase price of $95,500. On that date, these shares represented 71% of the Company’s authorized share capital and 93% of common stock outstanding. Arna is a Delaware limited liability company whose sole member is Deepak Sharma. Mr. Sharma became the President and a director of the Company following the transaction. Immediately prior to the stock purchase, Maxim Kelyfos, LLC was the beneficial owner of 93% of the Company’s outstanding common stock.
 
 
ii.
Acquisition of Operating Subsidiary.   On December 14, 2015, the Company acquired substantially all of the outstanding shares of Sunalpha Green Technologies Private Limited (“Sunalpha”), which was incorporated under the laws of the Republic of India in November 2010 by Deepak Sharma. Sunalpha is a business to business (“B2B”) online travel agency that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. The Company completed the acquisition of Sunalpha for cash consideration of $95,835.
 
 
iii.
Increase in Authorized Share Capital. The Company amended its certificate of incorporation on January 13, 2016 to (a) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (b) change its name from Pinstripesnyc, Inc. to TripBorn, Inc.
 
 
F-7

 
 
 
iv.
Software Agreements . On February 29, 2016, Arna entered into a software agreement with the Company whereby we succeeded to the rights of Arna with respect to proprietary booking-engine software being developed for use by Sunalpha pursuant to a Software Development Services Agreement between Takniki Communications and Arna. Pursuant to the Software Agreement, Arna assigned its rights to the developed software, any further development with respect to the software and its rights as licensor of the software to Sunalpha. In consideration for the assignment, we agreed to pay Arna $956,000 in implementation fees.
 
 
v.
Convertible Note Offerings. On February 8, 2016, the Company issued convertible promissory notes to three accredited investors in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory notes.
 
In connection with the software agreements referred to in Note 6(iv) above, Arna loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the notes will automatically convert into 21,194,381 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Sharma loaned the Company $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
 
vi.
Lease Commitments . The Company has leased office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company will be undertaken from the new premises. The company will pay approximately $1,260 per month pursuant to the lease agreement.
 
 
F-8

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
The Board of Directors and Stockholders
Sunalpha Green Technologies Pvt. Ltd.:

We have audited the accompanying balance sheets of Sunalpha Green Technologies Pvt. Ltd. (the “Company”) as of March 31, 2015 and 2014 and the related statements of operations, comprehensive income, stockholders’ equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits .
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2015 and 2014 the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Ram Associates
 
Ram Associates
Hamilton, NJ
April 18, 2016.
 
 
F-9

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
   
Balance Sheets
 
March 31,
 
   
 
2015
 
2014
 
Assets
 
             
Current assets
           
Cash and cash equivalents
  $ 23,580     $ 9,288  
Accounts receivable
    66,803       15,182  
Other current assets
    36,060       10,980  
Total current assets
  $ 126,443     $ 35,450  
                 
Property and equipment, net
  $ 13,733     $  
                 
Intangible assets, net
    37,585       6,798  
                 
Deferred tax assets
    1,039        
    $ 178,800     $ 42,248  
                 
   
   
Liabilities and Stockholders' Equity
 
                 
Current liabilities
               
Accounts payable
  $ 10,901     $ 3,737  
Other current liabilities
    3,866       1,555  
Total current liabilities
  $ 14,767     $ 5,292  
                 
Long- term liabilities
               
Loans from shareholders, unsecured
    165,845       38,195  
Total current and long-term liabilities
  $ 180,612     $ 43,487  
                 
Stockholders' equity/ (deficit)
               
Common stock, (Rs 10 per share par value); 1,125,000 and 50,000 shares
authorized as of March 31, 2015 and 2014 respectively; 550,000 shares and
               
10,000 shares issued and outstanding as of March 31, 2015 and 2014
               
respectively.
  $ 1,842     $ 1,842  
Accumulated other comprehensive income (loss)
    905        
Retained earnings/ (deficit)
    (4,559 )     (3,081 )
Total stockholders' equity/(deficit)
    (1,812 )     (1,239 )
                 
Total liabilities and stockholders' equity
  $ 178,800     $ 42,248  
 
 
F-10

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
   
Statements of Comprehensive Income/ (Loss)
 
   
Year Ended March 31,
 
             
             
   
2015
   
2014
 
             
Net revenue
  $ 1,128,425     $ 59,026  
                 
Cost of revenue
    1,042,165     $ 57,377  
                 
Gross profit
  $ 86,260     $ 1,649  
                 
Operating expenses
               
Selling, general and administration expenses
  $ 85,751     $ 1,848  
                 
Income (loss) from operations
  $ 509     $ (199 )
                 
Other income/(expenses)
               
Depreciation and amortization
  $ (1,987 )   $ (9 )
Total other income/(expense)
    (1,987 )   $ (208 )
                 
Net income (loss)
  $ (1,478 )   $ (208 )
Other comprehensive income/(loss):
               
                 
Unrealized foreign currency translation income/(loss)
  $ 905     $  
Net comprehensive income/(loss)
  $ (573 )   $ (208 )
 
 
F-11

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
   
Statements of Changes in Stockholders' Equity
 
   
Year Ended March 31, 2015 and 2014
 
   
   
   
Common Stock
       
   
Shares
   
Amount
   
Accumulated
Other
Comprehensive
Income
   
Retained
earnings/
(deficit)
   
Total
stockholders'
equity
 
                               
Balance at March 31, 2013
    10,000     $ 1,842     $     $ (2,873 )   $ (1,031 )
                                         
Net Income/ (loss)
                            (208 )     (208 )
                                         
Balance at March 31, 2014
    10,000     $ 1,842     $     $ (3,081 )   $ (1,239 )
                                         
Net income (loss)
                            (1,478 )     (1,478 )
                                         
Other comprehensive income (loss)
                    905               905  
                                         
Balance at March 31, 2015
    10,000     $ 1,842     $ 905     $ (4,559 )   $ (1,812 )
 
 
F-12

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
   
Statements of Cash Flows
 
   
Year Ended March 31,
 
             
             
   
2015
   
2014
 
             
Cash flows from operating activities
           
Net income/ (loss)
  $ (1,478 )   $ (208 )
Adjustment to reconcile net income (loss) to net cash used in
               
operating activities:
               
Depreciation and amortization
    1,987       9  
Other comprehensive income (loss)
    905        
Changes in operating assets and liabilities:
               
(Increase)/ decrease in:
               
Accounts receivable
    (51,621 )     (15,182 )
Other current assets
    (25,080 )     (9,142 )
Other asset
    (1,039 )     18,790  
Increase/ (decrease) in:
               
Accounts payable and accrued expenses
    7,164       2,606  
Other current liabilities
    2,311       1,555  
Net cash used in operating activities
    (66,851 )     (1,572 )
                 
Cash flows from investing activities
               
Purchase of property and equipment
    (14,936 )      
Increase in intangible assets
    (31,571 )     (6,807 )
Net cash used in investing activities
    (46,507 )     (6,807 )
                 
Cash flows from financing activities
               
Increase in loan from shareholders
    127,650       13,847  
Net cash provided by financing activities
    127,650       13,847  
                 
Net change in cash and cash equivalents
    14,292       5,468  
                 
Cash and cash equivalents
               
Beginning of the year
    9,288       3,820  
End of the year
  $ 23,580     $ 9,288  
                 
Supplementary disclosure of cash flows information
               
Cash paid during the period for:
               
Interest
  $     $  
Income taxes
  $     $  

 
F-13

 
 
Sunalpha Green Technologies Private Limited
Notes to Audited Consolidated Financial Statements
March 31, 2015 and 2014
 
1. 
Organization and Nature of Business
 
Sunalpha Green Technologies Private Limited (“Sunalpha” or the “Company”), which was incorporated under the laws of the Republic of India on November 4, 2010 by Deepak Sharma. Sunalpha is a business to business (“B2B”) online travel agency that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. Sunalpha began operations as an online travel agency in February 2014.
 
2. 
Summary of Significant Accounting Policies
 
Accounting Policies
 
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (US GAAP) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
Use of Estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.
 
Cash and Cash Equivalents
 
The Company’s cash deposits in India are not insured against loss. The Company does not believe that this results in any significant credit risk. The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with the FASB ASC 605. Revenue is recognized where there is a persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured.   We recognize revenue as the gross amount billed to a customer because we have earned revenue from the sale of goods or services including discount, taxes and fees. We derive our revenue primarily from air ticketing, hotels and vacation packages and incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers.
 
Air Ticketing . Income from our air ticketing business is comprised of sales of tickets, commissions and incentive payments from airline suppliers and service fees charged to our travel agent customers. We recognize income from our air ticket bookings at the time of issuance of tickets on a “gross” basis; we do not assume any performance obligation after the confirmation of the issuance of the air tickets to our customers. We recognize incentives earned from airlines on the basis of performance targets agreed to with the relevant airline and when performance obligations have been completed and/or credited to our account.
 
Hotels and Vacation Packages.  Income from our hotels and vacation packages businesses, including income from air tickets sold as part of packages, is accounted for on a “gross” basis as we are the primary obligor in the arrangements and incur risk and responsibility, including the responsibility for delivery of services. Our hotels and vacation packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our travel agency customers. The revenue from the sale of hotel reservations and vacation packages is recognized on the customer’s date of booking. In the event of cancellations, if any, revenue is recognized as net of cancellation, refunds, taxes and commissions.
 
Other Revenue .   We recognize revenue on a “gross” basis, including commissions and fees from bus operators and online payment services and for facilitating access to third-party visa services. We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided and customer has paid us for the services at the time of booking. The customer is primarily required to pay the amount at the time of transaction booking, collectability is reasonably assured. We do not believe we have significant uncertainty regarding revenue recognition, or that the same would not be affected by uncertain future events.
 
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to gross amounts earned by us on such tickets is reversed, and we recognize a liability with respect to the refund due to our customers, net of penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers as income, and recognize penalties paid to the airlines or suppliers as expenses at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s date of booking. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon availment of services by the customer.
 
 
F-14

 
 
Service Costs

Service cost primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services.

Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.

Other operating and administration costs include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.
 
Receivables and Credit Policies
 
Accounts receivable are uncollateralized customer obligations due under normal trade terms which generally range from 4 hours to 15 days from the time and date of transaction. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments of accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets.
 
 
Concentration of Credit Risk
 
Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.
 
The Company maintains its cash in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash.
 
Advertising
 
Advertising costs are expensed as incurred. Advertising expenses were $1,675 and $ Nil for the year ended March 31, 2015 and 2014, respectively.
 
Foreign Currency Translation
 
The Company translates the foreign currency financial statements into US Dollar using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).
 
Income Taxes
 
The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting.
The Company files income tax returns in India. Tax positions and liabilities are established for uncertain tax positions that may be challenged by tax authorities and may not be fully supportable under examination.  At this time, the Company is not able to make a reasonable estimate of the impact of a disallowance, if any, of these uncertain tax positions or the impact on the effective tax rate related to these items. As of March 31, 2015, the Company is subject to examination of their tax returns for the years ending after March 31, 2012.
 
 
F-15

 
 
3. 
Property and Equipment
 
Property and equipment consists of the following at:
 
   
March 31, 2015
   
March 31, 2014
 
Computer
  $ 11,925     $  
Furniture & Fixtures
    2,604        
Software License
    407        
Total
    14,936        
Accumulated Depreciation
    (1,203 )      
Fixed Assets, net
  $ 13,733     $  
 
Depreciation expenses charged to operations amount to $1,203 and $Nil for the years ended March 31, 2015 and 2014 respectively.
 
4. 
Intangible Assets
 
Intangible assets consist of Application Programming Interface (API) access with major travel companies. API is used to send, receive and/or retrieve data to and from supplier systems for tickets availability, pricing, aggregation and booking information. API specifies how software components or applications should interact with each other using graphical user interface. These components are automated software components or sets of routines, protocols and tools for building and communicating among software applications.
 
 
F-16

 
 
Intangible assets as of March 31, 2015 and 2014 consist of the following:
 
   
March 31, 2015
   
March 31, 2014
 
Intangible assets
  $ 38,369     $ 6,807  
Accumulated amortization
    (784 )     (9 )
Intangible assets, net
  $ 37,585     $ 6,798  

Amortization of intangible assets amount to $784 and $9 for the years ended March 31, 2015 and 2014, respectively.
 
5. 
Loans Payable to Related Parties
 
The shareholders of the Company have loaned funds to the Company for working capital and equipment financing. These loans have no fixed terms of repayment and are interest free and unsecured. At March 31, 2015 and March 31, 2014, the outstanding balance due was $165,845 and $38,195, respectively. Deposits of the Company’s President and Managing Director with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the International Air Transport Association (“IATA”) on behalf of Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2016.
 
6. 
Tax Recovery Charges
 
The Company through its internet-based platform, facilitates the purchase of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related products to clients. The net difference of the amount paid while acquiring services and collected while selling the services are remitted to taxing authorities tax recovery charge.
 
7. 
Provision for Income Taxes
 
The Company is required to file income tax returns in India. The Company has no unrecognized tax liabilities as of March 31, 2015. There are no tax related interest or penalties included in these financial statements.
 
The Company’s total deferred tax assets are:
 
   
March 31, 2015
   
March 31, 2014
 
Total deferred tax assets
  $ 1,039     $ -  
Total deferred tax liabilities
    -       -  
Net deferred tax assets
  $ 1,039     $ -  

Current taxes payable are related to the income taxes that are incurred is offset by estimated tax payments made during the period.
 
The Company records uncertain tax positions under the provisions of FASB ASC 740.
 
The Company recognizes in the financial statement only those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions as part of the income tax provision.
 
There were no significant matter determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company’s financial statements.
 
The Company’s tax year end is March 31 st , and therefore the open tax years as of March 31, 2012 through March 31, 2015 are open to examination by the tax authorities in India.
 
8. 
New Accounting Pronouncements
 
 
i.
In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.
 
 
F-17

 
 
 
ii.
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity  expects to be  entitled in  exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of  revenue and  cash flows arising  from customer  contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
 
 
iii.
In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
 
9. 
Lease Commitments
 
The Company currently occupies approximately 2,455 square feet of office space owned by a director of the Company on a rent free basis. As of March 31, 2015 and 2014, the Company has not paid any rent. The Company is expect to pay market rate rent once the Company is profitable.
 
10. 
Subsequent Events
 
The Company has evaluated subsequent events through April 18, 2016, the date which the financial statements were available to be issued.
 
 
i.
Software Licensing Agreement . On April 1, 2015, Sunalpha entered into a Software Licensing Agreement with Arna Global LLC pursuant to which Arna licenses to Sunalpha a customized, online transaction platform called Travelcord for use on Sunalpha’s website, www.tripborn.com. The Software Licensing Agreement has an initial five year term subject to automatic renewal for successive five year terms unless Sunalpha notifies Arna of its intention not to renew at least 120 days prior to the expiration of the then in-effect term. A one-time implementation and customization user fee of $956,000 is payable under the agreement and a user fee of $215,000 is payable for each five year term. On February 29, 2016, Arna and Sunalpha signed a letter agreement to amend the Software Licensing Agreement to allow TripBorn, Inc. to succeed to Arna’s rights under the Software Licensing Agreement.
 
 
ii.
Increase in Authorized Shares. As of September 30, 2015, the Company has increased the authorized shares to 1,125,000 and subsequently issued 540,000 common stock at Rs. 10 par value.
 
 
iii.
Agreement with the Indian Railway and Tourism Corporation . On October 5, 2015, the Company entered into an agreement with the Indian Railway Catering and Tourism Corporation (“IRCTC”) that permits the Company and its travel agent customers to offer reservations through Indian Railways’ passenger reservation system directly through the Company’s internet-based platform. This agreement requires the Company to pay annual maintenance charges based on the number of active railway agents that use the Company’s rail booking services on its platform. Based on an estimate of 1,000 agents, $7,500 in annual maintenance charges will be payable for fiscal year 2016. As of April 2016, the Company has enrolled approximately 120 agents to use the railway booking services.
 
 
iv.
Acquisition of Sunalpha.   On December 14, 2015, PinstripesNYC, Inc., a Delaware corporation now known as TripBorn, Inc. acquired substantially all of the outstanding shares of Sunalpha from Sachin Mandloi for cash consideration of $95,835.
 
 
v.
Lease Commitments . Sunalpha signed a lease for office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company will be undertaken from the new premises. Sunalpha will pay approximately $1,260 per month pursuant to the lease agreement.
 
 
F-18

 

 
TRIPBORN, INC.
 
Unaudited Condensed Consolidated Balance Sheets
 

Assets
 
   
12/31/2015
   
3/31/2015
 
Current assets
         
Cash and cash equivalents
  $ 20,641     $ 730  
Accounts receivable
    76,658        
Other current assets
    75,637       10,400  
Total current assets
    172,936       11,130  
                 
Property and equipment, net
    15,287        
                 
Intangible assets, net
    1,065,962        
                 
Deferred tax assets
    981        
                 
Goodwill
    38,134        
                 
Total Assets
  $ 1,293,300     $ 11,130  
   
   
   
Liabilities and Stockholders' Equity
 
Current liabilities
 
Accounts payable
  $ 69,784     $ 2,000  
Other current liabilities
    9,050        
Total current liabilities
    78,834       2,000  
                 
Long-term liabilities
               
Loans from shareholders, unsecured
    195,538        
License fees payable
    956,000        
Total current and long-term liabilities
    1,230,372       2,000  
                 
Stockholders' equity
               
Preferred stock, par value $0.0001; 10,000,000 authorized
           
Common stock, par value $0.0001; 100,000,000 authorized
               
as of December 31, 2015 and March 31,2015
               
76,804,914 and 5,376,344 shares issued and outstanding as of
               
December 31, 2015 and March 31, 2015 respectively.
    7,681       538  
Additional paid-in capital
    212,519       124,162  
Accumulated other comprehensive income (loss)
    393        
Retained earnings/ (deficit)
    (157,665 )     (115,570 )
Total stockholders' equity
    62,928       9,130  
                 
Total liabilities and stockholders' equity
  $ 1,293,300     $ 11,130  
 
 
F-19

 
 
TRIPBORN, INC.
 
   
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
For The Three and Nine Months Ended December 31, 2015 and 2014
 
   
   
Three Months Ended December 31,
   
Nine Months Ended December 31,
 
   
2015
   
2014
   
2015
   
2014
 
                         
Net revenue
  $ 113,669     $     $ 113,669     $  
                                 
Cost of revenue
    109,255             109,255        
                                 
Gross profit
    4,414             4,414        
                                 
Operating expenses
                               
Selling, general and administration expenses
    45,522             45,822        
                                 
Income/ (loss) from operations
    (41,108 )           (41,408 )      
                                 
Other income/(expenses)
                               
Depreciation and amortization
    (687 )           (687 )      
Total other income/(expense)
    (687 )           (687 )      
                                 
Net income (loss)
    (41,795 )           (42,095 )      
Other comprehensive income/(loss):
                               
                                 
Unrealized foreign currency transalation income/(loss)
    393             393        
Net comprehensive income/(loss)
  $ (41,402 )   $     $ (41,702 )   $  
                                 
Basic income (loss) per share
  $ (0.00 )   $     $ (0.00 )   $  
Diluted income (loss) per share
  $ (0.00 )   $     $ (0.00 )   $  
                                 
Basic weighted average number of shares
    29,185,867       5,376,344       13,312,852       5,376,344  
Diluted weighted average number of shares
    29,185,867       5,376,344       13,312,852       5,376,344  

 
F-20

 

TRIPBORN, INC.
 
Statements of Changes in Stockholders' Equity
Nine Months Ended December 31, 2015 and 2014
 

 
   
Common Stock
                       
   
Shares
   
Amount
   
Additional
paid-in
capital
 
Accumulated
Other
Comprehensive
Income
   
Retained
earnings/
(deficit)
   
Total
stockholders’
equity
 
Balance at March 31, 2014
  $ 5,376,344     $ 538     $ 124,162     $     $ (114,997 )   $ 9,703  
                                                 
Net income
                                           
                                                 
Balance at December 31,2014
  $ 5,376,344     $ 538     $ 124,162     $     $ (114,997 )   $ 9,703  
                                                 
Net income
                                    (573 )     (573 )
                                                 
Balance at March 31, 2015
  $ 5,376,344     $ 538     $ 124,162     $     $ (115,570 )   $ 9,130  
                                                 
Introduction of common stock
    71,428,570       7,143       88,357                       95,500  
                                                 
Net income
                          $ 393     $ (35,700 )   $ (35,307 )
                                                 
Balance at December 31, 2015
  $ 76,804,914     $ 7,681     $ 212,519     $ 393     $ (151,270 )   $ 69,323  

 
F-21

 

TRIPBORN, INC.
 
Unaudited Condensed Consoldiated Statements of Cash Flows
 
             
             
   
Nine Months Ended December 31,
 
   
2015
   
2014
 
Cash flows from operating activities
         
Net income/ (loss)
  $ (42,095 )   $  
Adjustment to reconcile net income (loss) to net cash provided by
               
operating activities:
               
Depreciation and amortization
    687        
Other comprehensive income (loss)
    393          
Changes in operating assets and liabilities:
               
(Increase)/ decrease in:
               
Accounts receivable
    (76,658 )      
Other current assets
    (65,237 )      
Deferred tax asset
    (981 )      
Goodwill
    (38,134 )      
Increase/ (decrease) in:
               
Accounts payable and accrued expenses
    67,784        
Other current liabilities
    9,050       (300 )
License fee payable
    956,000        
Net cash provided by operating activities
    810,809       (300 )
                 
Cash flows from investing activities
               
Increase in Fixed assets
    (15,440 )      
Increase in intangible assets
    (1,066,496 )      
Net cash used in investing activities
    (1,081,936 )      
Cash flows from financing activities
               
Increase in loan from shareholder
    195,538        
Increase in common stock
    7,143        
Increase in additional paid-in capital
    88,357        
Net cash provided by financing activities
    291,038        
Net change in cash and cash equivalents
    19,911       (300 )
Cash and cash equivalents
               
Beginning of the year
    730       1,603  
End of the year
  $ 20,641     $ 1,303  
                 
Supplementary disclosure of cash flows information
               
Cash paid during the period for:
               
Interest
  $     $  
Income taxes
           
 
 
F-22

 
 
TripBorn, Inc.
Notes to Unaudited Consolidated Financial Statements
Three and Nine Months Ended December 31, 2015 and 2014
 
1. 
Organization and the Nature of Business
 
TripBorn, Inc. (“TripBorn” or the “Company”) is a business to business online travel agency that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. TripBorn is a holding company that was incorporated in Delaware in January 2010 and operated as a shell company with nominal or no assets or operations until December 2015 when it acquired substantially all of the outstanding common stock of its operating subsidiary, Sunalpha Green Technologies Private Limited (“Sunalpha”). The Company has selected March 31 st as its fiscal year end.
 
TripBorn, Inc. was known as PinstripesNYC, Inc. until January 2016. TripBorn filed reports as PinstripesNYC, Inc. with the Securities and Exchange Commission under the Exchange Act from August 2010 until it terminated its registration under the Exchange Act in May 2013.
 
TripBorn acquired substantially all of the outstanding shares of common stock of Sunalpha on December 14, 2015. Sunalpha was incorporated under the laws of the Republic of India on November 4, 2010 by Deepak Sharma. Sunalpha began operations as an online travel agency in February 2014.
 
2. 
Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared by Tripborn pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading.
 
The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto.
 
The results of operations for the three and nine months ended December 31, 2015 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for travel related services. Substantially all of our revenue is generated by the subsidiary within India.
 
Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments.
 
Business Combination
 
The unaudited condensed consolidated financial statements include the financial statements of the Company and its Subsidiary. All significant related party accounts and transactions between the Company and the Subsidiary have been eliminated upon consolidation.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with the FASB ASC 605. Revenue is recognized where there is a persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured.   We recognize revenue as the gross amount billed to a customer because we have earned revenue from the sale of goods or services including discount, taxes and fees. We derive our revenue primarily from air ticketing, rail ticketing, bus ticketing, hotels and vacation packages, online payment services, incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers.
 
Air Ticketing . Income from our air ticketing business is comprised of sales of tickets, commissions and incentive payments from airline suppliers and service fees charged to our travel agent customers. We recognize income from our air ticket bookings at the time of issuance of tickets on a “gross” basis; we do not assume any performance obligation after the confirmation of the issuance of the air tickets to our customers. We recognize incentives earned from airlines on the basis of performance targets agreed to with the relevant airline and when performance obligations have been completed and/or credited to our account.
 
 
F-23

 
 
Hotels and Vacation Packages.  Income from our hotels and vacation packages businesses, including income from air tickets sold as part of packages, is accounted for on a “gross” basis as we are the primary obligor in the arrangements and incur risk and responsibility, including the responsibility for delivery of services. Our hotels and vacation packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our travel agency customers. The revenue from the sale of hotel reservations and vacation packages is recognized on the customer’s date of booking. In the event of cancellations, if any, revenue is recognized as net of cancellation, refunds, taxes and commissions.
 
Rail Ticketing . We also earn revenue on a “gross” basis from rail ticketing, which includes the total cost of railway tickets and fees that are charged to our customers. The customer primarily is required to pay the amount at the time of transaction booking; we do not assume any performance obligation after the confirmation of the issuance of the rail tickets to our customers. We also earn one time agent sign-up fees from the railway agent at the time of agent enrollment. In the event of cancellation of rail tickets, the revenue we recognized for the total cost of railway tickets is reversed, while fees charged to our customers for booking railway tickets are not reversed as part of the cancellation.
 
Other Revenue .   We recognize revenue on a “gross” basis, including commissions and fees from bus operators and online payment services and for facilitating access to third-party visa services. We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided and customer has paid us for the services at the time of booking. The customer is primarily required to pay the amount at the time of transaction booking, collectability is reasonably assured. We do not believe we have significant uncertainty regarding revenue recognition, or that the same would not be affected by uncertain future events.
 
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to gross amounts earned by us on such tickets is reversed, and we recognize a liability with respect to the refund due to our customers, net of penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers as income, and recognize penalties paid to the airlines or suppliers as expenses at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s date of booking. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon availment of services by the customer.
 
Service Costs

Service cost primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services.

Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.

Other operating and administration costs include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.
 
Cash and Cash Equivalents
 
The Company considers all highly-liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk.
 
Sunalpha has six accounts denominated in Indian Rupees. As of December 31, 2015, the cash balance in financial institutions in India was $19,636. The transactions are undertaken in Indian Rupees and result in foreign currency translation adjustment. The Company’s cash deposits in India are not insured against loss. The Company does not believe that this results in any significant credit risk.
 
Receivables and Credit Policies
 
Accounts receivable are uncollateralized customer obligations due under normal trade terms which generally range from 4 hours to 15 days from the time and date of transaction. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments of accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
 
 
F-24

 
 
Goodwill and other Intangible Assets
 
Goodwill represents the excess of the cost of an acquired entity over the fair value of net assets acquired. It is assigned to reporting units as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount . The impairment test requires assessing qualitative factors and then, if it is necessary, estimating the fair value of a reporting unit and comparing it with its carrying amount, including goodwill assigned to the reporting unit. If the estimated fair value of the reporting unit is less than its net carrying amount, including goodwill, then the goodwill is written down to its implied fair value.
 
Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight line basis over the shorter of their useful or legal lives.
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.
 
Concentration of Credit Risk
 
Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.
 
The Company maintains its cash in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash.
 
Income Taxes
 
The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting.
 
Accounting principles generally accepted in the United States of America require Company management to evaluate tax positions taken by the Company and recognize a tax liability or asset if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the internal revenue service. The Company has concluded that as of December 31, 2015 and 2014 there are no material uncertain tax positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements.  The Company is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. Company management believes that the Company’s income tax returns for the last three years remain subject to examination based on normal statutory periods subject to audits, notwithstanding any events or circumstances that may exist which could expand the open period.
 
The provision for income taxes includes certain minimum state taxes. However no provision or benefit for federal income taxes has been included in the financial statements because the Company has sustained cumulative losses since inception and has available to it net operating loss carryforwards to offset future taxable income.
 
Foreign Currency Translation
 
The Company translates the foreign currency financial statements into US Dollar using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).
 
 
F-25

 
 
3. 
Acquisition of Sunalpha Green Technologies Private Limited
 
On December 14, 2015, the Company acquired substantially all of the outstanding shares of Sunalpha Green Technologies Private Limited (“Sunalpha”) which was incorporated under the laws of the Republic of India in November 2010 by Deepak Sharma. Sunalpha is a business to business (“B2B”) online travel agency that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. The Company completed the acquisition of Sunalpha for cash consideration of $95,835.
 
4. 
Changes in Equity
 
On December 8, 2015 the Company issued 71,428,570 additional shares of common stock to Arna Global, LLC (“Arna”) for cash consideration of $95,500. The sole member of Arna Global is our President and director, Deepak Sharma. The total issued and outstanding shares of common stock as of December 31, 2015 is 76,804,914. The additional shares represent 93% of the total issued and outstanding shares.
 
 
F-26

 
 
5. 
Property and Equipment
 
Property and Equipment consists of the following as of December 31, 2015 and March 31, 2015. The property and equipment listed below are recorded in the books of Sunalpha.
 
 
12/31/2015
   
03/31/2015
 
Computer
  $ 12,357     $  
Furniture
    4,464          
Software License
    2,087          
Total
    18,908          
Accumulated depreciation
    (3,621 )        
Fixed assets, net
  $ 15,287     $  

Depreciation expense for the nine months period ended December 31, 2015, was $153.
 
6. 
Intangible Assets
 
Intangible assets consist of Application Programming Interface (API) access with major travel companies. API is used to send, receive and/or retrieve data to and from supplier systems for tickets availability, pricing, aggregation and booking information. API specifies how software components or applications should interact with each other using graphical user interface. These components are automated software components or sets of routines, protocols and tools for building and communicating among software applications.
 
Intangible assets consist of the following as of December 31, 2015 and March 31, 2015:
 
 
12/31/2015
   
03/31/2015
 
API Access
  $ 115,596     $  
Software License
    956,000          
      1,071,596          
Accumulated amortization
    (5,634 )        
Intangible assets, net
  $ 1,065,962     $  

Amortization expense for the nine months period ended December 31, 2015 was $534.
 
Software License
 
On April 1, 2015, Sunalpha entered into a Software Licensing Agreement with Arna pursuant to which Arna licenses to Sunalpha a customized, online transaction platform called Travelcord for use on Sunalpha’s website, www.tripborn.com. The Software Licensing Agreement has an initial five year term subject to automatic renewal for successive five year terms unless Sunalpha notifies Arna of its intention not to renew at least 120 days prior to the expiration of the then in-effect term. A one-time implementation and customization user fee of $956,000 is payable under the agreement and a user fee of $215,000 is payable for each five year term. The value of the software license is classified under intangible assets and will be amortized when fully implemented.
 
7. 
Tax Recovery Charges
 
The Company through its internet-based platform, facilitates the purchase of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related products to clients. The net difference of the amount paid while acquiring services and collected while selling the services are remitted to taxing authorities. As of the December 31, 2015, the Company has balance with the tax authority to offset future service tax dues.
 
8. 
Loans Payable to Related Parties
 
The previous shareholders of Sunalpha have loaned funds to Sunalpha for working capital and equipment financing. These loans have no fixed terms of repayment and are interest free and unsecured. At December 31, 2015 the outstanding balance due was $195,538. Deposits of the Company’s President and Managing Director with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50000 in favor of the International Air Transport Association (“IATA”) on behalf of Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2016.
 
9. 
New Accounting Pronouncements
 
 
i.
In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.
 
 
F-27

 
 
 
ii.
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
 
 
iii.
In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
 
10. 
Commitments
 
Contractual Commitments
 
On October 5, 2015, the Company entered into an agreement with the Indian Railway Catering and Tourism Corporation (“IRCTC”) that permits the Company and its travel agent customers to offer reservations through Indian Railways’ passenger reservation system directly through the Company’s internet-based platform. This agreement requires the Company to pay annual maintenance charges based on the number of active railway agents that use the Company’s rail booking services on its platform. Based on an estimate of 1,000 agents, $7,500 in annual maintenance charges will be payable for fiscal year 2016. As of April 2016, the Company has enrolled approximately 120 agents to use the railway booking services.
 
Lease Commitments
 
The Company currently does not own or lease a permanent office space. Prior to the sale of 71,428,570 shares of the Company’s common stock on December 8, 2015, the Company shared office space with Maxim Group LLC. The majority member of Maxim Group LLC is the sole stockholder of Maxim Kelyfos, LLC, which owned 93% of the Company’s common stock outstanding prior to the acquisition of Sunalpha.
 
Through its operating subsidiary, Sunalpha, the Company currently occupies approximately 2,455 square feet of office space owned by a director of the Company on a rent free basis. As of March 31, 2015 and 2014, the Company has not paid any rent. The Company is expected to pay market rate rent once the Company is profitable. As of the date of the report, there are no future lease commitments.
 
11. 
Subsequent Events
 
 
i.
Increase in Authorized Shares.   The Company amended its certificate of incorporation on January 13, 2016 to (a) increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 and (b) change its name from PinstripesNYC, Inc. to TripBorn, Inc.
 
 
ii.
Software Agreements.   On February 29, 2016, Arna Global LLC entered into a software agreement with the Company whereby we succeeded to the rights of Arna with respect to proprietary booking-engine software being developed for use by Sunalpha pursuant to a Software Development Services Agreement between Takniki Communications and Arna. Pursuant to the Software Agreement, Arna assigned its rights to the developed software, any further development with respect to the software and its rights as licensor of the software to Sunalpha. In consideration for the assignment, we agreed to pay Arna $956,000, which is evidenced by a convertible promissory note as described in “Convertible Note Offerings” below.
 
 
F-28

 
 
 
iii.
Convertible Note Offerings. On February 8, 2016, the Company issued convertible promissory notes to three accredited investors in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. Interest will accrue at the rate of 6% per annum. In the event that the Company completes an underwritten public offering of its common stock in connection with a listing on a national securities exchange (an “Uplist Transaction”), prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
In connection with the Software Agreement described in Note 11(ii) above, Arna loaned the Company $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Arna also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Sharma loaned the Company $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that the Company completes an Uplist Transaction prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock (the “Note Shares”). If the Uplist Transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the Note Shares, each together with accrued unpaid interest paid in cash. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
 
iv.
Lease Commitments . The Company has leased office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company will be undertaken from the new premises. The company will pay approximately $1,260 per month pursuant to the lease agreement.
 
 
F-29

 

 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
Unaudited Balance Sheets
 
   
September 30, 2015
   
March 31, 2015
 
Assets
 
Current assets
           
Cash and cash equivalents
  $ 75,489     $ 23,580  
Accounts receivable
    86,303       66,803  
Other current assets
    42,203       36,060  
Total current assets
    203,995       126,443  
                 
Property and equipment, net
    14,318       13,733  
                 
Intangible assets, net
    36,424       37,585  
                 
Deferred tax assets
    981       1,039  
    $ 255,718     $ 178,800  
                 
                 
Liabilities and Stockholders' Equity
                 
Current liabilities
               
Accounts payable
  $ 16,786     $ 10,901  
Other current liabilities
    24,738       3,866  
Total current liabilities
    41,524       14,767  
                 
Long- term liabilities
               
Loans from shareholders, unsecured
    153,791       165,845  
Total current and long-term liabilities
    195,315       180,612  
                 
Stockholders' equity/ (deficit)
               
Common stock, (Rs 10 per share par value); 1,125,000 and
50,000 shares authorized as of September 30, 2015 and March
31, 2015 respectively;
               
550,000 shares and 10,000 shares issued and outstanding
               
as of September 30, 2015 and March 31, 2015 respectively.
    83,389       1,842  
Accumulated other comprehensive income (loss)
    4,098       905  
Retained earnings/ (deficit)
    (27,084 )     (4,559 )
Total stockholders' equity/(deficit)
    60,403       (1,812 )
                 
Total liabilities and stockholders' equity
  $ 255,718     $ 178,800  
 
 
F-30

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
Unaudited Statements of Comprehensive Income/ (Loss)
Six Months Ended September 30,
 

   
Six Months Ended September 30,
 
   
2015
   
2014
 
Net revenue
  $ 1,034,835     $ 358,573  
Cost of revenue
  $ 961,061     $ 335,400  
                 
Gross profit
  $ 73,799     $ 23,173  
                 
Operating expenses
               
Selling, general and administration expense
  $ 92,715     $ 19,729  
                 
Income/(loss) from operations
  $ (18,916 )   $ 3,444  
`
               
Other income/(expenses)
               
Depreciation and amortization
  $ (3,551 )   $ (1,456 )
                 
Total other income/(expense)
  $ (3,551 )   $ (1,456 )
                 
Income (loss) before income tax expense
    (22,467 )   $ 1,988  
Income tax expenses
  $ (58 )   $  
                 
Net income (loss)
  $ (22,525 )   $ 1,988  
                 
Other comprehensive income/(loss):
               
Unrealized foreign currency translation income/(loss)
  $ 3,193     $ 499  
                 
Net comprehensive income/(loss)
  $ (19,332 )   $ 2,487  

 
F-31

 
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
Unaudited Statements of Cash Flows
Six Months Ended September 30,
 
             
   
2015
   
2014
 
Cash flows from operating activities
           
Net income/ (loss)
  $ (22,525 )   $ 1,988  
Adjustment to reconcile net income (loss) to net cash used in
               
operating activities:
               
Depreciation and amortization
    3,551       1,456  
Other comprehensive income (loss)
    3,193       499  
Changes in operating assets and liabilities:
               
(Increase)/ decrease in:
               
Accounts receivable
    (19,500 )     (46,676 )
Other current assets
    (6,143 )     (756 )
Deferred tax asset
    58        
Increase/ (decrease) in:
               
Accounts payable and accrued expenses
    5,885       (3,737 )
Other current liabilities
    20,872       3,983  
Net cash used in operating activities
    (14,609 )     (43,243 )
                 
Cash flows from investing activities
               
Purchase of property and equipment
    (2,177 )     (11,539 )
Increase in intangible assets
    (798 )     (1,062 )
Net cash used in investing activities
    (2,975 )     (12,601 )
                 
Cash flows from financing activities
               
Increase in common stock
    81,547        
Increase in loan from shareholders
    (12,054 )     67,286  
Net cash provided by financing activities
    69,493       67,286  
                 
Net change in cash and cash equivalents
    51,909       11,442  
                 
Cash and cash equivalents
               
Beginning of the year
    23,580       9,288  
End of the year
  $ 75,489     $ 20,730  
                 
Supplementary disclosure of cash flows information
               
Cash paid during the period for:
               
Interest
  $     $  
Income taxes
  $     $  

 
F-32

 

SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
Unaudited Statements of Changes in Stockholders' Equity
Six Months Ended September 30, 2015 and 2014
 
   
Common Stock
                   
   
Shares
   
Amount
   
Accumulated
Other
Comprehensive
Income
   
Retained
earnings/
(deficit)
   
Total stockholders’
equity
 
Balance at March 31, 2014
    10,000     $ 1,842     $     $ (3,081 )   $ (1,239 )
                                         
Net income (loss)
                            1,988       1,988  
                                         
Other comprehensive income (loss)
                    499               499  
                                         
Balance at September 30, 2014
    10,000     $ 1,842     $ 499     $ (1,093 )   $ 1,248  
                                         
Net income (loss)
                            (3,466 )     (3,466 )
Other comprehensive income (loss)
                    406               406  
                                         
Balance at March 31, 2015
    10,000     $ 1,842     $ 905     $ (4,559 )   $ (1,812 )
                                         
Issue of common stock
    540,000       81,547                       81,547  
                                         
Other comprehensive income (loss)
                    3,193               3,193  
                                         
Net income (loss)
                            (22,525 )     (22,525 )
                                         
Balance at September 30, 2015
    550,000     $ 83,389     $ 4,098     $ (27,084 )   $ 60,403  
 
 
F-33

 
 
Sunalpha Green Technologies Private Limited
Notes to Unaudited Consolidated Financial Statements
Six Months Ended September 30, 2015 and 2014
 
1. 
Organization and Nature of Business
 
Sunalpha Green Technologies Private Limited (“Sunalpha” or the “Company”), which was incorporated under the laws of the Republic of India on November 4, 2010 by Deepak Sharma. Sunalpha is a business to business (“B2B”) online travel agency that offers travel reservations and related travel services and products to travel agents in India through its proprietary internet-based platform at www.tripborn.com. Sunalpha began operations as an online travel agency in February 2014.
 
2. 
Summary of Significant Accounting Policies
 
Basis of Presentation
 
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ significantly from those estimates. The estimates underlying the Company’s Financial Statements relate to, accruals for travel transactions, valuation of accounts receivable, useful life of long-lived assets and income taxes.
 
Cash and Cash Equivalents
 
The Company considers all highly-liquid investments with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances in India, which are not insured. The Company does not believe that this results in any significant credit risk.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with the FASB ASC 605. Revenue is recognized where there is a persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured.   We recognize revenue as the gross amount billed to a customer because we have earned revenue from the sale of goods or services including discount, taxes and fees. We derive our revenue primarily from air ticketing, rail ticketing, bus ticketing, hotels and vacation packages, online payment services, incentives from our aggregators and suppliers and fees, penalty income and surcharges from our travel agent customers.
 
Air Ticketing . Income from our air ticketing business is comprised of sales of tickets, commissions and incentive payments from airline suppliers and service fees charged to our travel agent customers. We recognize income from our air ticket bookings at the time of issuance of tickets on a “gross” basis; we do not assume any performance obligation after the confirmation of the issuance of the air tickets to our customers. We recognize incentives earned from airlines on the basis of performance targets agreed to with the relevant airline and when performance obligations have been completed and/or credited to our account.
 
Hotels and Vacation Packages.  Income from our hotels and vacation packages businesses, including income from air tickets sold as part of packages, is accounted for on a “gross” basis as we are the primary obligor in the arrangements and incur risk and responsibility, including the responsibility for delivery of services. Our hotels and vacation packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our travel agency customers. The revenue from the sale of hotel reservations and vacation packages is recognized on the customer’s date of booking. In the event of cancellations, if any, revenue is recognized as net of cancellation, refunds, taxes and commissions.
 
Rail Ticketing . We also earn revenue on a “gross” basis from rail ticketing, which includes the total cost of railway tickets and fees that are charged to our customers. The customer primarily is required to pay the amount at the time of transaction booking; we do not assume any performance obligation after the confirmation of the issuance of the rail tickets to our customers. We also earn one time agent sign-up fees from the railway agent at the time of agent enrollment. In the event of cancellation of rail tickets, the revenue we recognized for the total cost of railway tickets is reversed, while fees charged to our customers for booking railway tickets are not reversed as part of the cancellation.
 
 
F-34

 
 
Other Revenue .   We recognize revenue on a “gross” basis, including commissions and fees from bus operators and online payment services and for facilitating access to third-party visa services. We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided and customer has paid us for the services at the time of booking. The customer is primarily required to pay the amount at the time of transaction booking, collectability is reasonably assured. We do not believe we have significant uncertainty regarding revenue recognition, or that the same would not be affected by uncertain future events.
 
Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of tickets, revenue recognized with respect to gross amounts earned by us on such tickets is reversed, and we recognize a liability with respect to the refund due to our customers, net of penalties, if any. Airlines may charge penalties for cancellations. We recognize penalties we collect from our customers as income, and recognize penalties paid to the airlines or suppliers as expenses at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of vacation packages and hotel reservations is recognized on the customer’s date of booking. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon availment of services by the customer.
 
Service Costs

Service cost primarily consists of costs paid to hotel and vacation package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services.

Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.

Other operating and administration costs include costs such as advertising and business promotion costs, utilities, rent, payroll and consultants fees and charges, which are recognized on an accrual basis. Depreciation and amortization costs are amortized over the estimated useful lives of the assets.
 
Receivables and Credit Policies
 
Accounts receivable are uncollateralized customer obligations due under normal trade terms which generally range from 4 hours to 15 days from the time and date of transaction. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices exceeding credit terms are considered delinquent. Payments of accounts receivable are allocated to specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets.
 
Intangible Assets
 
Intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets that have limited useful lives are amortized on a straight line basis over the shorter of their useful or legal lives.
 
Concentration of Credit Risk
 
Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.
 
The Company maintains its cash in bank deposit accounts, which are not insured. The Company has not experienced any losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash.
 
Advertising
 
Advertising costs are expensed as incurred. Advertising expenses were $37 and $ Nil for the six months period ended September 30, 2015 and 2014 respectively.
 
Foreign Currency Translation
 
The Company translates the foreign currency financial statements into US Dollar using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit).
 
 
F-35

 
 
Income Taxes
 
The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between tax bases of assets and liabilities and amounts reported on the balance sheets as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities. Deferred income tax results primarily from temporary differences related to net property and equipment for financial and income tax reporting.
 
The Company files income tax returns in India. Tax positions and liabilities are established for uncertain tax positions that may be challenged by tax authorities and may not be fully supportable under examination.  At this time, the Company is not able to make a reasonable estimate of the impact of a disallowance, if any, of these uncertain tax positions or the impact on the effective tax rate related to these items. As of September 30, 2015, the Company is subject to examination of their tax returns for the years ending after March 31, 2012.
 
 
F-36

 
 
3. 
Property and Equipment
 
Property and equipment consists of the following at:
 
   
September 30, 2015
   
March 31, 2015
 
Computer
  $ 12,242     $ 11,925  
Furniture & Fixtures
    4,464       2,604  
Software License
    407       407  
Total
    17,113       14,936  
Accumulated Depreciation
    (2,795 )     (1,203 )
Fixed Assets, net
  $ 14,318     $ 13,733  
 
Depreciation expenses charged to operations amount to $1,592 and $1,079 for the six month period ended September 30, 2015 and 2014, respectively.
 
4. 
Intangible Assets
 
Intangible assets consist of Application Programming Interface (API) access with major travel companies. API is used to send, receive and/or retrieve data to and from supplier systems for tickets availability, pricing, aggregation and booking information. API specifies how software components or applications should interact with each other using graphical user interface. These components are automated software components or sets of routines, protocols and tools for building and communicating among software applications.
 
Intangible assets consist of the following as of September 30, 2015 and March 31, 2015:
 
 
September 30, 2015
   
March 31, 2015
 
Intangible assets
  $ 39,167     $ 38,369  
Accumulated amortization
    (2,743 )     (784 )
Intangible assets, net
  $ 36,424     $ 37,585  

Amortization of intangible assets amount to $1,959 and $377 for the six month period ended September 30, 2015 and 2014, respectively.
 
5. 
Loans Payable to Related Parties
 
The shareholders of the Company have loaned funds to the Company for working capital and equipment financing. These loans have no fixed terms of repayment and are interest free and unsecured. At September 30, 2015 and March 31, 2015, the outstanding balance due was $153,791 and $165,845, respectively. Deposits of the Company’s President and Managing Director with IndusInd Bank Ltd. serve as collateral for a guarantee in the amount of $50,000 in favor of the International Air Transport Association (“IATA”) on behalf of Sunalpha. IndusInd Bank Ltd. will pay the guaranteed amount for claims through September 30, 2016.
 
 
6. 
Tax Recovery Charges
 
The Company through its internet-based platform, facilitates the purchase of travel products and services from third party travel service providers. The Company incurs service taxes at specified rates on the services it acquires from the travel service providers. The Company charges service taxes at specified rates on sales of travel and travel related  products to clients. The net difference  of the amount paid while acquiring services and collected while selling the services are remitted to taxing authorities tax recovery charge.
 
7. 
Provision for Income Taxes
 
The Company is required to file income tax returns in India. The Company has no unrecognized tax liabilities as of September 30, 2015. There are no tax related interest or penalties included in these financial statement.
The Company’s total deferred tax assets are:
   
September 30, 2015
   
March 31, 2015
 
Total deferred tax assets
  $ 981     $ 1,039  
Total deferred tax liabilities
           
Net deferred tax assets
  $ 981     $ 1,039  
                 
Current taxes payable are related to the income taxes that are incurred is offset by estimated tax payments made during the period.
 
 
F-37

 
 
The Company records uncertain tax positions under the provisions of FASB ASC 740. The company recognizes in the financial statement only those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions as part of the income tax provision.
 
There were no significant matter determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company’s financial statements. The Company’s tax year end is March 31st, and therefore the tax years as of March 31, 2012 through March 31, 2015 are open to examination by the tax authorities in India.
 
8. 
Increase of Authorized Shares
 
As of September 30, 2015, the Company has increased the authorized shares to 1,125,000 and subsequently issued 540,000 common stock at Rs. 10 par value.
 
9. 
Use of Software License
 
On April 1, 2015, Sunalpha entered into a Software Licensing Agreement with Arna Global LLC pursuant to which Arna licenses to Sunalpha a customized, online transaction platform called Travelcord for use on Sunalpha’s website, www.tripborn.com. The Software Licensing Agreement has an initial five year term subject to automatic renewal for successive five year terms unless Sunalpha notifies Arna of its intention not to renew at least 120 days prior to the expiration of the then in-effect term. A one-time implementation and customization user fee of $956,000 is payable under the agreement and a user fee of $215,000 is payable for each five year term.
 
10. 
New Accounting Pronouncements
 
 
i.
i. In August 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.
 
 
ii.
ii. In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
 
 
iii.
iii. In January 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
 
11. 
Lease Commitments
 
Sunalpha currently occupies approximately 2,455 square feet of office space owned by a director of the Company on a rent free basis. The Company is expected to pay market rate rent once the Company is profitable. As of the date of the report, there are no future lease commitments.
 
12. 
Subsequent Events
 
The Company has evaluated subsequent events through April 18, 2016, the date which the financial statements were available to be issued.
 
 
F-38

 
 
 
i.
Agreement with the Indian Railway and Tourism Corporation .   On October 5, 2015, the Company entered into an agreement with the Indian Railway Catering and Tourism Corporation (“IRCTC”) that permits the Company and its travel agent customers to offer reservations through Indian Railways’ passenger reservation system directly through the Company’s internet-based platform. This agreement requires the Company to pay annual maintenance charges based on the number of active railway agents that use the Company’s rail booking services on its platform. Based on an estimate of 1,000 agents, $7,500 in annual maintenance charges will be payable for fiscal year 2016. As of April 2016, the Company has enrolled approximately 120 agents to use the railway booking services.
 
 
ii.
Acquisition of Sunalpha.   On December 14, 2015, PinstripesNYC, Inc., a Delaware corporation now known as TripBorn, Inc. acquired substantially all of the outstanding shares of Sunalpha from Sachin Mandloi for cash consideration of $95,835.
 
 
iii.
Lease Commitments . Sunalpha signed a lease for office space in Ahmedabad, India effective from March 1, 2016 for a term of five years. The operations of the Company will be undertaken from the new premises. Sunalpha will pay approximately $1,260 per month pursuant to the lease agreement.
 
 
F-39

 
 
TRIPBORN, INC.
 
Unaudited Pro Forma Condensed Combined Balance Sheet
 
December 31, 2015
 
   
   
Tripborn
   
Sunalpha
   
Combined
Historical
   
Pro Forma
Adjustments
   
Pro Forma
Combined
 
   
ASSETS
 
Current assets:
                             
Cash and cash equivalents
  $ 1,005     $ 19,636     $ 20,641           $ 20,641  
Accounts receivable
          76,658       76,658             76,658  
Other current assets
    10,400       65,237       75,637             75,637  
Total current assets
    11,405       161,531       172,936             172,936  
     
Investments
    95,835             95,835    
1
(95,835 )      
Fixed assets
          15,287       15,287               15,287  
     
Intangible assets-net
          109,962       109,962       956,000       1,065,962  
     
Deferred tax assets
          981       981               981  
     
Goodwill
                   
1
38,134       38,134  
     
TOTAL ASSETS
  $ 107,240     $ 287,761     $ 395,001     $ 898,299     $ 1,293,300  
 
LIABILITIES AND STOCKHOLDER'S EQUITY
 
Current liabilities:
 
Accounts payable
 
$
37,310
   
$
32,474
   
$
69,784
   
$
   
$
69,784
 
Other current liabilities
   
     
9,050
     
9,050
             
9,050
 
Total current liabilities
   
37,310
     
41,524
     
78,834
     
     
78,834
 
                                         
Long-term liabilities
 
Loan from shareholders, unsecured
   
1,000
     
194,538
     
195,538
           
195,538
 
License fees payable
   
     
     
0
   
1
956,000
     
956,000
 
Total current and long-term liabilities
   
38,310
     
236,062
     
274,372
     
956,000
     
1,230,372
 
Stockholder's equity:
 
Preferred shares
   
     
     
             
 
Common stock
   
7,681
     
83,389
     
91,070
   
1
(83,389
)
   
7,681
 
Additional paid-in capital
   
212,519
     
     
212,519
   
1
     
212,519
 
Accumulated other comprehensive income (loss)
   
     
6,223
     
6,223
     
(5,830
)
   
393
 
Retained earnings
   
(151,270
)
   
(37,913
)
   
(189,183
)
 
1
31,518
     
(157,665
)
Total stockholder's equity
   
68,930
     
51,699
     
120,629
     
(57,701
)
   
62,928
 
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY
 
$
107,240
   
$
287,761
   
$
395,001
   
$
898,299
   
$
1,293,300
 
 
 
Pro Forma Adjustments

1
Investment in subsidiary
          95,835                          
 
License fees payable
          956,000                          
 
Common stock
    83,389                                  
 
Accumulated other comprehensive income (loss)
    5,830                                  
 
Retained earnings
            31,518                          
 
Intangible assets
    956,000                                  
 
Goodwill
    38,134                                  
To eliminate the investment in Sunalpha and record the intangible assets, goodwill and liability.
 
 
F-40

 
 
TRIPBORN, INC.
 
   
Unaudited Pro Forma Combined Statement of Operations
For the nine month period ended December 31, 2015
 
   
   
Tripborn
   
Sunalpha
   
Combined Historical
   
Pro Forma
Adjustments
   
Pro Forma
Combined
 
Revenue
  $     $ 113,669     $ 113,669           $ 113,669  
Cost of revenue
          109,255       109,255             109,255  
Gross profit
          4,414       4,414             4,414  
Operating expenses:
                                       
Selling, general and administrative
    35,700       10,122       45,822               45,822  
Income before other income / (expenses)
    (35,700 )     (5,708 )     (41,408 )           (41,408 )
Depreciation and amortization
          (687 )     (687 )             (687 )
                                         
                                         
Income (loss) from continuing operations
   
(35,700
)
   
(6,395
)
   
(42,095
)
   
     
(42,095
)
Unrealized foreign currency translation
income
   
     
393
     
393
             
393
 
                                         
                                         
Net and comprehensive income for the period
 
$
(35,700
)
 
$
(6,002
)
 
$
(41,702
)
 
$
   
$
(41,702
)
   
Net income (loss) per common share from continuing operations:
 
   
Basic
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
   
 
   
$
(0.00
)
Diluted
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
   
 
   
$
(0.00
)
                                         
                                         
Weight average common share outstanding:
                             
                               
Basic
   
13,312,852
     
550,000
     
13,862,852
   
1
(550,000
)
   
13,312,852
 
Diluted
   
13,312,852
     
550,000
     
13,862,852
     
(550,000
)
   
13,312,852
 
 
Pro Forma Adjustments
 
 
1
To effect elimination of Sunalpha common stock upon acquisition
 
 
F-41

 

TRIPBORN, INC.
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended March 31, 2015
 
 
   
Tripborn
   
Sunalpha
   
Combined
|Historical
   
Pro Forma
Adjustments
   
Pro Forma
Combined
 
Revenue
 
$
   
$
1,128,425
   
$
1,128,425
   
$
     
1,128,425
 
Cost of revenue
   
     
1,042,165
     
1,042,165
     
     
1,042,165
 
Gross profit
   
     
86,260
     
86,260
     
     
86,260
 
Operating expenses:
                                       
Selling, general and administrative
   
573
     
85,751
     
86,324
     
     
86,324
 
                                         
Income before other income /
(expenses)
   
(573
)
   
509
     
(64
)
   
     
(64
)
Depreciation and amortization
   
     
(1,987
)
   
(1,987
)
   
     
(1,987
)
                                         
Income (loss) from continuing
operations
   
(573
)
   
(1,478
)
   
(2,051
)
   
     
(2,051
)
                                         
                                         
Unrealized foreign currency translation income
   
     
905
     
905
     
     
905
 
Net and comprehensive income for
the period
 
$
(573
)
 
$
(573
)
 
$
(1,146
)
 
$
   
$
(1,146
)
Net income (loss) per common share
from continuing operations:
                                       
                                         
Basic
 
$
(0.00
)
 
$
(0.15
)
 
$
(0.00
)
         
$
(0.00
)
Diluted
 
$
(0.00
)
 
$
(0.15
)
 
$
(0.00
)
         
$
(0.00
)
   
Weight average common share outstanding:
 
   
Basic
   
5,376,344
     
10,000
     
5,386,344
   
1
(10,000
)
   
5,376,344
 
Diluted
   
5,376,344
     
10,000
     
5,386,344
     
234,784
     
5,621,128
 
 
Pro Forma Adjustments
 
 
1
To effect elimination of Sunalpha common stock upon acquisition
 
 
F-42

 

10,714,286 of Shares of Common Stock

 
 
 


PRELIMINARY PROSPECTUS
 



 
 

 



                           , 2016




Until and including            , 2016 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
 

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
The following table sets forth the costs and expenses payable by us in connection with the registration of the common stock hereunder. None of the following expenses are payable by the selling security holders. All amounts are estimates, except the SEC registration fee.
 
   
Amount
 
SEC registration fee
  $ 324  
Accountants’ fees and expenses
    25,000  
Legal fees and expenses
    65,000  
EDGAR filing service
    7,500  
Miscellaneous
    5,000  
Total
  $ 102,824  

 
Item 14. Indemnification of Directors and Officers.
 
TripBorn, Inc. (the “Company”) is incorporated under the Delaware General Corporation Law (the “DGCL”).
 
Section 145(a) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
 
Section 145(b) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted under standards similar to those discussed above, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.
 
Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; and that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
 
Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.
 
 
40

 
 
Article VII of the Company’s certificate of incorporation, limits the liability of directors to the fullest extent permitted by the Delaware General Corporation Law. The effect of this provision is to eliminate the Company’s rights, and the rights of its stockholders, through stockholder derivative suits on behalf of the Company, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, the Company’s directors will be personally liable to the Company and its stockholders for monetary damages if they acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived improper benefit from their actions as directors. In addition, the Company’s certificate of incorporation, as amended, provides that the Company has the right to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.
 
Item 15. Recent Sales of Unregistered Securities.
 
On December 8, 2015, Arna Global LLC, purchased 71,428,570 shares of our common stock in a private placement under of the Securities Act for an aggregate purchase price of $95,500. On that date, these shares represented 71% of our authorized share capital and 93% of our common stock outstanding. Arna Global is a Delaware limited liability company whose sole member is Deepak Sharma.
 
On February 8, 2016, we issued convertible promissory notes to three accredited investors in the aggregate principal amount of $350,000 pursuant to a note purchase agreement of the same date. The notes bear interest at an annual rate of 6%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on February 8, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the February 8, 2019 maturity date, the outstanding principal balance of the note will automatically convert into a total of 9,156,206 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, the noteholders will have the option to receive full payment of the outstanding principal balance or the note shares, each together with unpaid accrued interest paid in cash. The noteholders also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory notes.
 
Mr. Sharma loaned us $156,407, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 3,432,234 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Sharma will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Mr. Sharma also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Arna Global LLC loaned us $956,000, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 21,194,381 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Arna will have the option to receive full payment of the outstanding principal balance or the note shares, each together with accrued unpaid interest paid in cash. Arna Global LLC also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Mr. Mandloi loaned us $38,076, which is evidenced by a convertible promissory note, dated March 8, 2016, which bears interest at an annual rate of 10%. The principal amount together with accrued and unpaid interest thereon becomes due and payable on March 7, 2019. In the event that we complete an “uplist transaction,” which is an underwritten public offering of our common stock in connection with a listing on a national securities exchange, prior to the March 7, 2019 maturity date, the outstanding principal balance of the note will automatically convert into 835,552 shares of common stock, which we refer to as the note shares. If the uplist transaction does not occur prior to the maturity date, Mr. Mandloi will have the option to receive full payment of the outstanding principal balance or the note shares. Mr. Mandloi also will have the option to receive full payment of the outstanding principal or the note shares, each together with accrued unpaid interest paid in cash, in connection with a “sale of the company” as such term is defined in the convertible promissory note.
 
Each of the above transactions was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. In reliance on this exemption, we considered the following:
 
 
·
The company did not engage in any general solicitation or advertising;
 
 
·
Each of the investors is known by our President, Deepak Sharma;
 
 
·
Each of the investors is sophisticated in matters of finance and business;
 
 
·
The investors were given access to the type of information regarding the Company that would typically be included in a prospectus used in connection with an offering registered with the SEC; and 
 
 
·
The investors have agreed to hold the securities their for their own accounts, and not with a view to distribute the securities.
 
 
41

 
 
Item 16. Exhibits and Financial Statement Schedules.
 
1. 
Exhibits
 
See the Index to Exhibits attached to this registration statement, which is incorporated by reference herein.
 
2. 
Financial Statement Schedules
 
No financial statement schedules are provided, because the information called for is not required or is shown either in the financial statements or the notes thereto.
 
Item 17. Undertakings.
 
The undersigned registrant hereby undertakes:
 
1.             To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
 
iii.
To 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.             For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.
 
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.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
 
 
42

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ahmedabad, in the State of Gujarat, on this 18th day of April, 2016.
 
 
TRIPBORN, INC.
   
 
By: 
/s/ Deepak Sharma
 
   
Deepak Sharma
   
President
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature
 
Title
 
Date
         
/s/ Deepak Sharma
 
President, Chief Executive Officer, Chief
Financial Officer and Director
 
April 18, 2016
Deepak Sharma
 
(Principal Executive Officer)
   
   
(Principal Financial and Accounting Officer)
   
         
/s/ Sachin Mandloi
 
Vice President and Director
 
April 18, 2016
Sachin Mandloi
       
         
 
 
43

 
 
INDEX TO EXHIBITS
 
Exhibit
Number
 
Description
2
.1
 
Stock Purchase Agreement, dated as of December 8, 2015 among PinstripesNYC, Inc., Arna Global LLC and Maxim Kelyfos, LLC
2
.2
 
Share Transfer Agreement, dated December 14, 2015 between PinstripesNYC, Inc. and Sachin Kamalkishore Mandloi
3
.1
 
Certificate of Incorporation
3
.2
 
Certificate of Amendment to the Certificate of Incorporation
3
.3
 
Amended and Restated Bylaws
4
.1
 
Form of Common Stock Certificate
4
.2
 
Form of 10% convertible notes due March 7, 2019
4
.3
 
Form of 6% convertible notes due February 8, 2019
5
.1
 
Legal Opinion of Harter Secrest & Emery LLP
10
.1
 
Software Agreement, effective as of February 29, 2016, between Arna Global LLC and TripBorn, Inc.
10
.2
 
Software Development Agreement, dated January 26, 2015 between Takniki Communications (India) and Arna Global LLC
10
.3
 
Letter Agreement, dated February 29, 2016, between Arna Global LLC and Sunalpha Green Technologies Private Limited
10
.4
 
Software Licensing Agreement, dated April 1, 2015, between Arna Global LLC and Sunalpha Green Technologies Private Limited
10
.5
 
Agreement, dated October 5, 2015 between Sunalpha Green Technologies Private Limited and Indian Railway Catering and Tourism Corporation Limited
10
.6
 
Note Purchase Agreement between TripBorn Inc. and the Investors party thereto, dated February 8, 2016
10
.7*
 
TripBorn, Inc. 2016 Stock Incentive Plan
10
.8*
 
Form of Nonqualified Stock Option Award Notice under the TripBorn, Inc. 2016 Stock Incentive Plan
22
   
List of Subsidiaries
23
.1
 
Consent of Independent Registered Accounting Firm
23
.2
 
Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1).
 
 
*
Indicates a management contract or compensatory plan
 
 
 

Exhibit 2.1
 
 
 
STOCK PURCHASE AGREEMENT
 
 
AMONG
 
 
PINSTRIPESNYC, INC.
 
 
ARNA GLOBAL LLC
 
 
AND
 
 
MAXIM KELYFOS, LLC
 
 
DATED AS OF DECEMBER 8, 2015
 
 
 
 
 

 
 
TABLE OF CONTENTS
 
     
Page
       
1.
Purchase and Sale of Common Stock.
1
 
1.1
Sale and Issuance of Common Stock.
1
 
1.2
Closing; Delivery
1
 
1.3
Defined Terms Used in this Agreement
1
       
2.
Representations and Warranties of the Company
2
 
2.1
Organization, Good Standing, Corporate Power and Qualification
2
 
2.2
Capitalization
3
 
2.3
Subsidiaries
3
 
2.4
Authorization
3
 
2.5
Valid Issuance of Shares
4
 
2.6
Governmental Consents and Filings
4
 
2.7
Litigation
4
 
2.8
Intellectual Property
4
 
2.9
Compliance with Other Instruments
5
 
2.10
Agreements; Actions
5
 
2.11
Certain Transactions
5
 
2.12
Property
6
 
2.13
Assets and Liabilities
6
 
2.14
Employee Matters
6
 
2.15
Tax Returns and Payments
7
 
2.16
Corporate Documents
7
 
2.17
Environmental and Safety Laws
7
 
2.18
Disclosure
7
       
3.
Representations and Warranties of the Purchaser
8
 
3.1
Organization.
8
 
3.2
Authorization
8
 
3.3
Purchase Entirely for Own Account
8
 
3.4
Governmental Consents and Filings
8
 
3.5
Compliance with Other Instruments
8
 
3.6
Disclosure of Information; No General Solicitation
8
 
3.7
Investment Experience
9
 
3.8
Accredited Investor
9
       
4.
Conditions to the Purchaser’s Obligations at Closing
9
 
4.1
Representations and Warranties
9
 
4.2
Performance
9
 
4.3
Qualifications
9
 
4.4
Officer’s Certificate
9
 
4.5
Proceedings and Documents
9
 
 
i

 

TABLE OF CONTENTS
(continued)
 
     
Page
       
5.
Conditions of the Company’s Obligations at Closing
10
 
5.1
Representations and Warranties
10
 
5.2
Performance
10
 
5.3
Qualifications
10
       
6.
Bank Accounts
10
     
7.
Miscellaneous
10
 
7.1
Survival of Warranties
10
 
7.2
Guarantee
10
 
7.3
Successors and Assigns
11
 
7.4
Governing Law
11
 
7.5
Counterparts
11
 
7.6
Titles and Subtitles
11
 
7.7
Notices
11
 
7.8
No Finder’s Fees
12
 
7.9
Attorneys’ Fees
12
 
7.10
Amendments and Waivers
12
 
7.11
Severability
12
 
7.12
Delays or Omissions
12
 
7.13
Entire Agreement
13
 
7.14
WAIVER OF JURY TRIAL
13
     
     
 
Exhibit A   -            DISCLOSURE SCHEDULES
 
 
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STOCK PURCHASE AGREEMENT
 
 
THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made as of the 8th day of December 2015 by and between PinstripesNYC, Inc., a Delaware corporation (the “ Company ”), and ARNA GLOBAL LLC, a Delaware limited liability company (the “ Purchaser ”) and Maxim Kelyfos, LLC (“ Maxim ”).
 
The parties hereby agree as follows:
 
1.                 Purchase and Sale of Common Stock .
 
1.1        Sale and Issuance of Common Stock.
 
(a)           Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to Purchaser at the Closing 71,428,570 shares of Common Stock, $0.0001 par value per share (the “Common Stock ”), for an aggregate purchase price of $95,500.00 USD.  The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “ Shares .”
 
1.2        Closing; Delivery .
 
(a)           The   purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, on December 8, 2015, or at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “ Closing ”).
 
(b)           At the Closing, the Company shall deliver to the Purchaser the following:
 
(i)            a certificate representing the Shares against payment of the purchase price therefor by check payable to the Company or wire transfer to a bank account designated by the Company;
 
(ii)           the resignation of all of the officers and directors of the Company effective as of immediately after the Closing; and
 
(iii)          a certificate by an officer of the Company as referenced in Section 4.4 below.
 
1.3        Defined Terms Used in this Agreement .  In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
 
(a)           “ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
 
 
 

 
 
(b)           “ Code ” means the Internal Revenue Code of 1986, as amended.
 
(c)           “ Company Intellectual Property ” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in to and under any of the foregoing, and any and all such cases that are owned, used by or necessary to the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.
 
(d)           “ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.
 
(e)           “ Knowledge ,” including the phrase “ to the Company’s knowledge ,” shall mean the actual knowledge after reasonable investigation of any officer, director or employee of the Company.
 
(f)           “ Material Adverse Effect ” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property   or results of operations of the Company.
 
(g)           “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
 
2.                 Representations and Warranties of the Company .  The Company hereby represents and warrants to the Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit A to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated.  The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2 , and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.
 
2.1        Organization, Good Standing, Corporate Power and Qualification .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
 
 
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2.2        Capitalization .
 
(a)           The authorized capital of the Company consists, immediately prior to the Closing, of:
 
(i)           100,000,000 shares of Common Stock, 5,376,344 shares of which are issued and outstanding immediately prior to the Closing.  All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.  The Company holds no Common Stock in its treasury.
 
(ii)          10,000,000 shares of Preferred Stock, $0.0001 par value per share (the “ Preferred Stock ”), none of which are issued and outstanding immediately prior to the Closing.  The Company holds no Preferred Stock in its treasury.
 
(b)            Subsection 2.2(b) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing. There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock.
 
2.3        Subsidiaries .  The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.  The Company is not a participant in any joint venture, partnership or similar arrangement.
 
2.4        Authorization .  All corporate action required to be taken by the Company’s Board of Directors in order to authorize the Company to enter into this Agreement, and to issue the Shares at the Closing has been taken or will be taken prior to the Closing.  No action of the holders of the Company’s equity interests is required to authorize the transactions contemplated by this Agreement. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing.  This Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
 
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2.5        Valid Issuance of Shares .  The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.  Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.  The offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
 
2.6        Governmental Consents and Filings .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.
 
2.7        Litigation .  There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened against the Company or any officer or director of the Company relating to their service as an officer or director of the Company.  Neither the Company nor, to the Company’s knowledge, any of its officers or directors is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, relating to their service as an officer or director of the Company).  There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.
 
2.8        Intellectual Property .  The Company owns no Company Intellectual Property. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.  Other than with respect to commercially available software products under standard end-user object code license agreements, the Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.  The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.  The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.
 
 
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2.9        Compliance with Other Instruments .  The Company is not in violation or default (i) of any provisions of its Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule,   or, (v) to the Company’s knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any permit or license applicable to the Company.  The Company, to its Knowledge, is presently and at all times since inception has been in all material respects in compliance with all federal, state and local laws, all foreign laws, and all ordinances, regulations and orders application to its business.
 
2.10       Agreements; Actions .
 
(a)           Except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $5,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) indemnification by the Company, (iv) the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), (v) a joint venture, partnership or similar arrangement, or (vi) collective bargaining.  Except for this Agreement, the Company is not party or by which it is bound any agreements, understandings, instruments, contracts or proposed transactions with (i) any employee, independent contractor, union or labor organization, or (ii) a Governmental Authority.
 
(b)           The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities that are still outstanding, (iii) made any loans or advances to any Person that have not been repaid or forgiven, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
 
(c)           The Company is not a guarantor or indemnitor of any indebtedness of any other Person.
 
2.11      Certain Transactions .
 
(a)           There are no agreements, understandings or proposed transactions between the Company and any of its officers or directors or any Affiliate thereof.
 
(b)           The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing.
 
 
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2.12       Property .  The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent.  With respect to the property and assets it leases, the Company is in compliance with such leases and, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.  The Company does not own any real property.
 
2.13       Assets and Liabilities .
 
(a)           The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except for those listed on Subsection 2.13(a) of the Disclosure Schedules.
 
(b)           The Company does not own or lease any assets or properties, except for those listed on Subsection 2.13(b) of the Disclosure Schedules.
 
2.14      Employee Matters .
 
(a)           Except as set forth in Subsection 2.14(a) of the Disclosure Schedule, as of the date hereof, the Company has no employees, consultants or independent contractors.
 
(b)           The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining.  The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.
 
(c)           The employment of each employee of the Company is terminable at the will of the Company.  Except as required by law, upon termination of the employment of any such employees, no severance or other payments will become due.  The Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.
 
(d)           The Company does not maintain, establish or sponsor any employee benefit plans, nor participate in or contribute to any such plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended.
 
(e)           The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company.  There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, nor is the Company aware of any labor organization activity involving its employees.
 
 
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2.15      Tax Returns and Payments .  There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid.  There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency.  The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
 
2.16      Corporate Documents .  The Certificate of Incorporation and Bylaws of the Company are in the form provided to the Purchaser.  The copy of the minute books of the Company provided to the Purchaser contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.
 
2.17      Environmental and Safety Laws .  Except as could not reasonably be expected to be material (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof (each a “ Hazardous Substance ”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“ PCBs ”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws.
 
For purposes of this Section 2 , “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.
 
2.18      Disclosure .  The Company has made available to the Purchaser all the information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Shares.  No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchaser at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
 
 
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3.                 Representations and Warranties of the Purchaser .  The Purchaser hereby represents and warrants to the Company that the following representations are true and complete as of the date of the Closing, except as otherwise indicated.
 
3.1         Organization.   The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
 
3.2        Authorization .  The Purchaser has full power and authority to enter into this Agreement.  All action on the part of the members of the Purchaser necessary for the execution and delivery of this Agreement, the performance of all obligations of the Purchaser under this Agreement to be performed as of the Closing, and the payment for the Shares has been taken or will be taken prior to the Closing.  This Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
 
3.3        Purchase Entirely for Own Account .  The Purchaser acknowledges that this Agreement is made with the Company in reliance upon Purchaser’s representation to the Company that the Shares will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.
 
3.4         Governmental Consents and Filings .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.
 
3.5         Compliance with Other Instruments .  The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, a default under (i) any provisions of its organizational documents, (ii) any instrument, judgment, order, writ or decree, (iii) any note, indenture or mortgage, (iv) any agreement to which it is a party or by which it is bound,   or (v) to the Purchaser’s knowledge, any provision of federal or state statute, rule or regulation applicable to the Purchaser.
 
3.6        Disclosure of Information; No General Solicitation .
 
(a)           The Purchaser acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Shares.  The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares.
 
 
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(b)           The Shares were not offered to the Purchaser through, and the Purchaser is not aware of, any form of general solicitation or general advertising, including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
 
3.7        Investment Experience .  The Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares.  The Purchaser also represents that it has not been organized solely for the purpose of acquiring the Shares.
 
3.8        Accredited Investor .  The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, as presently in effect.
 
4.                 Conditions to the Purchaser’s Obligations at Closing .  The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
 
4.1        Representations and Warranties .  The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects as of the Closing.
 
4.2        Performance .  The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.
 
4.3        Qualifications .  All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.
 
4.4        Officer’s Certificate .  The Secretary or other officer of the Company shall have delivered to the Purchaser at the Closing a certificate certifying (i) the resolutions of the Board of Directors of the Company approving this Agreement and the transactions contemplated under this Agreement, (ii) the Bylaws of the Company, and (iii) the Certificate of Incorporation of the Company.
 
4.5        Proceedings and Documents .  All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.  Such documents may include good standing certificates.
 
 
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5.                 Conditions of the Company’s Obligations at Closing .  The obligations of the Company to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
 
5.1        Representations and Warranties .  The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all respects as of the Closing.
 
5.2        Performance .  The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
 
5.3        Qualifications .  All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.
 
6.                Bank Accounts .  Immediately following the Closing, Maxim shall take all actions necessary to provide evidence reasonably satisfactory to Purchaser that (A) Deepak Sharma shall be authorized to draw on and have access to all bank accounts of the Company immediately after the Closing, and (B) all Persons authorized to draw on or have access to any banking accounts of the Company as of the Closing (other than Deepak Sharma) shall not possess such authorization or access from and after the Closing.
 
7.                 Miscellaneous .
 
7.1        Survival of Warranties .  Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company.
 
7.2        Guarantee .  Maxim hereby absolutely, irrevocably, and unconditionally guarantee (as primary obligor and not merely a surety) the liabilities and obligations of the Company under this Agreement.  Maxim shall not be entitled to, and hereby waive any abatement, deferment, suspension, reduction, or setoff, in respect of such liabilities and obligations.  Further, Maxim waive any right to require that any action be brought against the Company or any other Person or to require that resort be had to any security.  Accordingly, Purchaser may, at its option, proceed against Maxim in the first instance with regard to the Company’s liabilities and obligations hereunder without first proceeding against the Company or any other Person and without first resorting to any security held by anyone as collateral to any other remedies at any same or different times, as it may deem advisable.
 
 
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7.3        Successors and Assigns .  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
 
7.4        Governing Law .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.
 
7.5        Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
 
7.6        Titles and Subtitles .  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
 
7.7        Notices .  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or:  (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at the following addresses:
 
If notice is given to the Company:
 
c/o Maxim Group LLC
405 Lexington Avenue
New York, NY 10174
Attention:  Clifford Teller
 
With a copy (which shall not constitute notice) to:
 
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11 th Floor
New York, New York 10105
Attention:  Barry I. Grossman, Esq.
Facsimile:  212-370-7889
 
If notice is given to the Purchaser:
 
ARNA GLOBAL LLC
514 Lothian Way
Abingdon, MD 21009
Attention: Deepak Sharma

 
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With a copy (which shall not constitute notice) to:
 
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY  14604
Attention:  Alexander R. McClean, Esq.
Facsimile:  585-232-2152
 
7.8        No Finder’s Fees .  Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.  The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees, or representatives is responsible.  The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
 
7.9        Attorneys’ Fees .  If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
 
7.10      Amendments and Waivers .  This Agreement or any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the Purchaser.  Any amendment or waiver effected in accordance with this Subsection 7.10 shall be binding upon the Purchaser and each transferee of the Shares, each future holder of all such securities, and the Company.
 
7.11      Severability .  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
 
7.12      Delays or Omissions .  No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
 
 
12

 
 
7.13      Entire Agreement .  This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.
 
7.14      WAIVER OF JURY TRIAL .   EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
 

[SIGNATURE PAGE FOLLOWS]
 
 
13

 
 
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the date first written above.
 
 
COMPANY:
   
 
PINSTRIPESNYC, INC.
   
   
 
By:
/s/ Clifford Teller
 
Name:
Clifford Teller
 
Title:
President
     
     
     
 
PURCHASER:
   
   
 
ARNA GLOBAL LLC
   
 
By:
/s/ Deepak Sharma
 
Name:
Deepak Sharma
 
Title:
Sole Member
     
     
     
 
MAXIM KELYFOS, LLC
   
 
By:
/s/ Timothy Murphy
 
Name:
    Timothy Murphy
 
Title:
     CFO
 
 
 
Signature Page to Stock Purchase Agreement
 
 
14

 
 
EXHIBIT A
 
DISCLOSURE SCHEDULES
 
2.2(b)
[Capitalization] - 76,804,914 shares of common stock
 
2.13(a)
[Liabilities and Obligations] - None
 
2.13(b)
[Assets Owned or Leased] - None
 
2.14(a)
[Employees] - Clifford Teller and Timothy Murphy have the titles of President and Secretary, respectively, but are not deemed employees of the Company.
 
 
 15

Exhibit 2.2
 
SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (“AGREEMENT”) IS MADE ON DECEMBER 14, 2015 AT AHMADABAD, GUJURAT.

BETWEEN:

(1)
Sachinkumar Kamalkishore Mandloi , resident of 64, Jagat Park, Opp. Chandlodia Rly Station, Ghatlodia, Ahmedabad, 380061, hereinafter referred to as “ Seller I ” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include his heirs, administrators, successors and assigns) OF THE FIRST PART ;

AND

(2)
Anju Sachinkumar Mandloi , resident of 64, Jagat Park, Opp. Chandlodia Rly Station, Ghatlodia , Ahmedabad, 380061 hereinafter referred to as “ Seller II ” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include his heirs, administrators, successors and assigns) OF THE SECOND PART ;

AND

(3)
PinstripesNYC, Inc. , a Delaware corporation, having its address at c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, hereinafter referred to as “ Purchaser I ” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) OF THE THIRD PART ;

AND
 
(4)
Tripborn (US), LLC , a Delaware limited liability company, having its address at 4390 US Route 1,Suite #221 Princeton, NJ 08540, USA hereinafter referred to as “ Purchaser II ” or “ Tripborn Nominee ” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) OF THE FOURTHPART;

AND

(5)
Sunalpha Green Technologies Private Limited (CIN: U40106GJ2010PTC062821), having its registered office address at 812, Venus Atlantis Corporate Park, Nr. Prahalad Nagar Garden, Satellite City, Ahmedabad, Gujurat 380015, India hereinafter referred to as “ Company ” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) OF THE FIFTH PART .

Seller I ” and “ Seller II ” shall hereinafter collectively be referred to as “ Sellers ”.
Purchaser I ” and “ Purchaser II ” shall hereinafter collectively be referred to as “ Purchasers

Sellers ”, “ Purchaser ” and “ Company ” shall hereinafter be referred to as “ Party ” and collectively as “ Parties ”.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
1

 
Exhibit 2.2

WHEREAS:

 
A.
The Company is engaged in the business of Online Travel Agency (OTA) and tour operators and carries on its business through a website “http://www. tripborn.com/”for its business to business (B2B) customers (“ Business ”).
 
 
B.
The Company has, at the date of this Agreement, an authorised share capital of Rs. 1,12,50,000/- (Rupees One Crore Twelve Lakhs Fifty Thousand only) divided into 11,25,000/- (Eleven Lakhs Twenty Five  Thousand Only) equity shares of Rs. 10/- each. The Sellers together, own 5,50,000 (Five Lakhs and Fifty Thousand Only)   fully paid-up equity shares constituting 100% (“ Sale Shares ”) of the entire issued, subscribed and paid-up share capital of the Company.

 
C.
The Purchasers wish to purchase and the Sellers wish to sell the Sale Shares free from encumbrances on the terms and subject to the conditions set out in this Agreement.
 
 
D.
Purchaser I   intends to become 100% shareholder of the Company. However since the Company requires two shareholders, the Tripborn Nominee shall henceforth hold 10 shares as nominee of the Purchaser I.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AND THIS AGREEMENT WITNESSETH AS UNDER:

1.
DEFINITIONS

Act ” means the Companies Act, 1956 or the Companies Act, 2013 (as applicable) and the rules made thereunder and any amendments thereto or re-enactments thereof from time to time;
 
Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;
 
Applicable Law ” means all applicable United States, Indian, and foreign statutes, enactments, laws, ordinances, bye-laws, rules, regulations, guidelines, notifications, judgments, decrees, injunctions, writs or orders of any court, statutory or regulatory authority, tribunal, board or stock exchange in any jurisdiction as may be in force and effect during the subsistence of this Agreement as may be applicable to each of the parties respectively;
 
CIN ” means corporate identity number;

Closing ” means the completion of the sale and purchase of the Sale Shares in accordance with this Agreement;

Closing Date” shall have the meaning given to it in Clause 3(a);
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
2

 
Exhibit 2.2
 
Company Intellectual Property ” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in to and under any of the foregoing, and any and all such cases that are owned, used by or necessary to the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted;
 
Consideration ” means the consideration for the sale of the Sale Shares being Rs 63,25,000/-    (Rupees Sixty Three Lakhs Twenty Five Thousand Only);

Designated Authorised Dealer ” means being an authorised dealer bank duly recognised by the Reserve Bank of India and appointed for handling the receipt and remittance of the consideration monies from the Purchasers to the Sellers;

Encumbrance” means any encumbrance including without limitation any claim, debenture, mortgage, pledge, charge (fixed or floating), hypothecation, lien, deposit by way of security, bill of sale, option or right of pre-emption, right to acquire, right of first refusal, right of first offer or similar right, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), beneficial ownership (including usufruct and similar entitlements), public right, common right, way leave, easement, any provisional or executional attachment and any other direct interest held by any third party, or any agreement to create any of the foregoing;

Equity Shares ” shall mean equity shares of the Company ranking pari passu with each other;

FEMA 20 ” means the (Indian) Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000;

Governmental Authority ” means any federal, state, local government of the United States, India or foreign government or political subdivision thereof, or, in each case, any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction;

INR ” or “ Rupees ” shall mean the lawful currency of India;

Key Employee ” means any executive-level or management-level employee of the Company;

Knowledge ,” including the phrase “ to the Company’s knowledge ,” shall mean the actual knowledge after reasonable investigation of any Key Employee;

Material Adverse Effect ” means a material adverse effect which is likely to have an impact on the business, assets (including intangible assets), liabilities, financial condition, property, prospects   or results of operations of the Company so as to reduce the value of the Company by 25% (twenty five percent) or more, of its total value;

Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity; and
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
3

 
Exhibit 2.2
 
Sale Shares ” means 5,50,000 (Five Lakh Fifty Thousand) fully paid-up equity shares having a face value of Rs. 10/- each and premium of Rs. 1.5/- each, constituting 100% of the entire issued, subscribed and paid-up share capital of the Company;

2.
TRANSACTION

 
a.
On the terms and subject to the conditions set forth in this Agreement, Purchaser I hereby agrees that it shall purchase 5,49,990 Sale Shares from Seller I and purchase 10 Sale Shares from Seller II through its nominee Purchaser II. The Sellers shall sell the same for the Consideration of Rs. 11.50/- (Rupees Eleven and Fifty Paisa only) per Sale Share, aggregating to an amount of Rs 63,25,000/- (Rupees Sixty Three Lakhs Twenty  Five Thousand Only)  Since Purchaser II is acting as nominee to Purchaser I, the consideration amount for the purpose of this transaction shall be reimbursed by Purchaser I to Purchaser II. The details of the number of shares to be transferred and are provided below:

Sr.
No.
Name of the
transferor
No of shares to
be transferred
Name of the transferee
Aggregate
Amount (Rs.)
1.
Seller I
5,49,990
Purchaser I
Rs  63,24,885/-
2.
Seller II
10
Purchaser II (Acting as nominee for Purchaser I)
Rs 115/-

 
b.
As the Act requires the Company to have at least two shareholders, the Purchaser I has requested the Tripborn Nominee to act as its nominee for the 10 shares to be purchased by the Purchaser I from the Seller II and the Tripborn Nominee has agreed to act as nominee/registered owner for the Purchaser I who shall be the beneficial owner. The Tripborn Nominee shall file the necessary forms as may be required for this purpose.

3.
CLOSING

 
a.
Closing shall take place at the offices of the Company at Ahmadabad, India within 15 (fifteen) days from the date of execution of this Agreement or such other date as may be mutually agreed between the Parties in writing (“ Closing Date ”).

 
b.
At Closing:
 
 
i.
The Sellers shall handover to the Purchasers duly stamped original share certificates representing the Sale Shares duly endorsed in favour of the Purchasers;

 
ii.
The Sellers shall handover duly stamped and executed original share transfer forms for transferring the Sale Shares to the Purchasers;
 
 
iii.
The Purchasers shall make a payment by way of irrevocable electronic transfer to the Designated Authorised Dealer of the amount of the Consideration in the proportion as set against each Seller's name below:
 
Name of
Seller
No. of Sale
Shares
Consideration
(INR)
Bank Account
Sachinkumar
Kamalkishore
Mandloi
5,49,990
Rs  63,24,885/-
Name of the Bank :- Indusind Bank Ltd;
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
4

 
Exhibit 2.2
 
Anju
Sachinkumar
Mandloi
10
Rs 115/-
Name of the Bank :- Indusind Bank Ltd;
 
 
 
i.
The Tripborn Nominee shall file Form MGT 4 with the Company. Purchaser I shall file Form MGT 5 with the Company. The Company shall further file MGT 6 with the Registrar of Companies (ROC);
 
 
ii.
The Company shall take the necessary corporate actions including but not limited to holding such meetings as may be required to approve and take on record the transfer of the Sale Shares and noting the Purchaser I as the beneficial owner of the Sale Shares and the Company shall provide to the Purchasers a true copy of the minutes of the meeting approving the transfer of the Sale Shares and a  certified extract of the Register of Members of the Company updating Purchasers as the owners of the Sale Shares;

 
iii.
The Parties and the Designated Authorised Dealer shall further co-operate and take the necessary steps to file the Form FCTRS along with requisite enclosures for transfer of Sale Shares within the prescribed timelines and in accordance with FEMA 20.

4.
REPRESENTATIONS AND WARRANTIES

 
a.
Seller I and Seller II hereby represent and warrant to the Purchasers that:

 
i.
The Sellers are the legal and beneficial owners of the Sale Shares and have the right to exercise all voting and other rights over and in respect of such Sale Shares;

 
ii.
The Sellers have received all approvals, licenses, consents and authorizations from all authorities concerned including Governmental Authorities, financial institutions, if any, required to be obtained for the purposes of this transaction, to enable the Sellers to sell the Sale Shares to the Purchaser and no consents or approvals from any person is required to be obtained by the Sellers to validly transfer the Sale Shares to the Purchaser;

 
iii.
The Sellers have full, unrestricted power and unqualified right to sell, transfer, assign, convey and deliver to the Purchaser, the title in the Sale Shares;

 
iv.
The execution and delivery of this agreement by the Sellers, and promises, agreements or undertakings by the Sellers, under this Agreement do not or shall not, to the best of the Sellers knowledge, violate any law, rule, regulation or order applicable to him or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which he is a party or which are applicable to him;

 
v.
The Sale Shares held by the Sellers have been allotted or acquired and are each fully paid or credited as fully paid and full stamp duty applicable of the Sale Shares have been paid;

 
vi.
There is no Encumbrance or any third party interest on any of the Sale Shares;
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
5

 
Exhibit 2.2
 
 
vii.
This Agreement or any other document to be executed pursuant to or in connection with this Agreement will when executed, constitute legal, valid, binding and enforceable obligations on the Seller, in accordance with their respective terms;
 
 
viii.
There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or governmental investigations of any nature pending against it or to which any of Sale Shares is or may be subject to, and the Seller has not received notice of any such proceeding, claim, action or governmental investigation against the Sellers and there are no such threatened proceeding, claim, action or governmental investigation, which relates in any manner to this Agreement or which could adversely impact the Sellers abilities to perform this Agreement;
 
 
ix.
The Sellers have not executed any powers of attorney, except for necessary actions for the implementation of this Agreement, and there is no delegation of authority in respect of the rights and powers derived from holding the Sale Shares;
 
 
x.
The Tripborn Nominee shall act as nominee/registered owner for the Purchaser I who shall be the beneficial owner for the 10 shares to be purchased by Tripborn Nominee from the Seller II. The Tripborn Nominee shall file the necessary forms as may be required for this purpose;

 
xi.
Upon the purchase of the Sale Shares, the Purchasers will be the sole legal and beneficial owner of the Sale Shares. The Purchasers shall have clear title to the Sale Shares and the Sale Shares will be free from any encumbrances or any claim or demand of any description;

 
xii.
The Sellers have not exercised any buy-back rights on the Sale Shares and do not have any outstanding claims against the Company nor are there any facts/circumstances which could give rise to such claim by the Sellers against the Company in relation to the Sale Shares;
 
 
xiii.
The Seller shall not sell, pledge, create any encumbrance, third party interest or otherwise dispose the Sale Shares in any manner till the Closing Date or termination of this Agreement, whichever is earlier; and
 
 
xiv.
Assuming the accuracy of the representations of the Purchasers in Section 4(b) of this Agreement, the Sale Shares will be purchased in compliance with all Applicable Law.  The sale and purchase of the Sale Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and federal securities laws of the United States, and neither Seller nor any authorized agent acting on such Seller’s behalf will take any action hereafter that would cause the loss of such exemption.
 
 
b.
The Purchaser hereby represents and warrants to the Sellers that:
 
 
i.
the Purchaser has all requisite power and authority to execute, deliver and perform this agreement and any other documents which may be required to effect the transactions contemplated by this Agreement;

 
ii.
the execution and delivery of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement have been duly authorised by all necessary action on the part of the Purchaser and no further action is required on the part of the Purchaser to authorise the execution of this Agreement and the transaction contemplated under it;
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
6

 
Exhibit 2.2
 
 
iii.
this Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company that the Sale Shares will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Sale Shares;

 
iv.
the Purchaser acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Sale Shares.  The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of purchase and sale of the Sale Shares.

 
v.
the Sale Shares were not offered to the Purchaser through, and the Purchaser is not aware of, any form of general solicitation or general advertising, including, without limitation, (A) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

 
vi.
the Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Sale Shares.  The Purchaser also represents that it has not been organized solely for the purpose of acquiring the Sale Shares;
 
 
vii.
the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D of the United States Securities and Exchange Commission, as presently in effect.

 
c.
The Company hereby represents and warrants to the Purchasers that, except as set forth on the Disclosure Schedule attached as Exhibit A to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated:

 
i.
the Company has all requisite power and authority to execute, deliver and perform this agreement and any other documents which may be required to effect the transactions contemplated by this Agreement.

 
ii.
the execution and delivery of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement have been duly authorised by all necessary action on the part of the Company and no further action is required on the part of the Company to authorise the execution of this Agreement and the transaction contemplated under it.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
7

 
Exhibit 2.2
 
 
iii.
the Company is duly incorporated validly existing and has full power and authority to conduct  the Business and has obtained all approvals and licenses required to conduct the Business and all of them are in full force and effect. The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is necessary.

 
iv.
the present authorized share capital of the Company is   Rs. 1,12,50,000/- (Rupees One Crore Twelve Lakhs Fifty Thousand only) divided into 11,25,000 (Eleven Lakhs Twenty Five Thousand Only)) equity shares of Rs. 10/- each.

the present issued, subscribed and paid-up equity share capital of the Company is Rs. 55,00,000/- (Rupees Fifty Five Lakhs only) divided into 5,50,000 (Five Lakh Fifty Thousand only) Equity Shares having a face value of Rs. 10/- (Rupees Ten only) each and is held as provided hereunder:
 
Shareholder
No. Of
Shares
 
Share
Certificate
Number
Distinctive
Numbers
Sachinkumar Kamalkishore Mandloi
5000
5
5001
10000
Sachinkumar Kamalkishore Mandloi
540000
6
10001
540000
Sachinkumar Kamalkishore Mandloi
4990
9
1
4990
Anju Sachinkumar Mandloi
10
10
4991
5000
Total
 
5,50,000
     
 
 
v.
there are no outstanding options, warrants, rights (including conversion or pre-emptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any equity shares (or similar security), or any securities convertible into or exchangeable for equity shares (or similar security).

 
vi.
the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.  The Company is not a participant in any joint venture, partnership or similar arrangement.

 
vii.
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.
 
 
viii.
there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company; (ii) that questions the validity of the this Agreement or the right of the Company to enter into it, or to consummate the transactions contemplated by this Agreement; or (iii) that would reasonably be expected to be, either individually or in the aggregate, material to the Company.  Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company).  There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
8

 
Exhibit 2.2
 
 
ix.
the Company owns no Company Intellectual Property. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.  Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.  The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.  The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.  To the Company’s knowledge, it will not be necessary to use any inventions of any of its officers, employees, or consultants (or Persons it currently intends to hire) made prior to their employment by the Company.

 
x.
the Company is not in violation or default (i) of any provisions of its Charter documents (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or, (v) of any provision of any Applicable Law.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any Encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any permit or license applicable to the Company.  The Company, to its Knowledge, is presently and at all times since inception has been in all material respects in compliance with all Applicable Laws, and all ordinances, regulations and orders application to its business.

 
xi.
except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (A) obligations (contingent or otherwise) of, or payments to, the Company in excess of $[20,000], (B) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (C) indemnification by the Company, (D) the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), (E) a joint venture, partnership or similar arrangement, or (F) collective bargaining.  Except for this Agreement, the Company is not party or by which it is bound any agreements, understandings, instruments, contracts or proposed transactions with (A) any employee, independent contractor, union or labor organization, or (B) a Governmental Authority.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
9

 
Exhibit 2.2
 
 
xii.
the Company has not (A) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (B) incurred any indebtedness for money borrowed or incurred any other liabilities, (C) made any loans or advances to any Person, or (D) sold, exchanged or otherwise disposed of any of its assets or rights. The Company is not a guarantor or indemnitor of any indebtedness of any other Person.
 
 
xiii.
there are no agreements, understandings or proposed transactions between the Company and any of its officers or directors or any Affiliate thereof.  The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.  None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, have any (A) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (B) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company or (C) financial interest in any contract with the Company.
 
 
xiv.
since December 31, 2014, there has not been: (A) any change in the assets, liabilities, financial condition or operating results of the Company, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; (B) any damage, destruction or loss, whether or not covered by insurance, that would have be material to the Company; (C) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (D) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not be material to the Company; (E) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (F) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (G) any resignation or termination of employment of any officer or Key Employee of the Company; (H) any Encumbrance created by the Company, with respect to any of its material properties or assets, except Encumbrances that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (I) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (J) any declaration, setting aside or payment or other distribution in respect of any of the Company’s equity shares, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by the Company; (K) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to be material to the Company; (L) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (M) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally,  that could reasonably be expected to result in a Material Adverse Effect.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
10

 
Exhibit 2.2
 
 
xv.
the property and assets that the Company owns are free and clear of all Encumbrances.  With respect to the property and assets it leases, the Company is in compliance with such leases and, holds a valid leasehold interest free of any Encumbrances other than those of the lessors of such property or assets.  The Company does not own any real property.
 
 
xvi.
the Company has no liability or obligation, absolute or contingent (individually or in the aggregate.
 
 
xvii.
as of the date hereof, the Company employs 8 employees and no part-time employees and engages consultants or independent contractors. Subsection 4(c)(xvii) of the Disclosure Schedule sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who have received compensation in the previous two (2) years.
 
 
xviii.
neither the execution or delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.
 
 
xix.
the Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all Applicable Laws related to employment, including those related to wages, hours, worker classification, and collective bargaining.  The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

 
xx.
the Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company.  There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, nor is the Company aware of any labor organization activity involving its employees.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
11

 
Exhibit 2.2
 
 
xxi.
there are no taxes due and payable by the Company which have not been timely paid.  There are no accrued and unpaid taxes of the Company which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable Governmental Authority.  The Company has duly and timely filed all tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
 
 
xxii.
the Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to be material to the Company.  The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.
 
 
xxiii.
the Company is and has been in compliance with the all the Environmental and Health  Laws in India as may be applicable to the Company
 
 
xxiv.
the Company has made available to the Purchaser all the information reasonably available to the Company that the Purchaser have requested for deciding whether to acquire the Seller Shares.  No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchaser at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
 
5.
SURVIVAL; INDEMNITY

The representations and warranties of the Sellers, the Purchasers and the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made any Party hereto.  Each Party hereby agrees to indemnify and hold the other Parties harmless from and against all claims, losses, taxes, liabilities, damages or deficiencies suffered, by a non-defaulting Party as a result of breach of any of terms and conditions by a Party to this Agreement.

6.
TERMINATION

This Agreement may be terminated by the mutual written consent of all the Parties.

7.
GOVERNING LAW AND JURISDICTION

This Agreement and any obligations arising out of or connecting to it shall be governed by the laws of India. Courts situated at Ahmadabad shall have exclusive jurisdiction to try and entertain any disputes arising out of or in connection with this Agreement.

8.
MISCELLANEOUS

 
a.
This Agreement does not create a relationship of employment, agency or partnership between the Parties.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
12

 
Exhibit 2.2
 
 
b.
Each notice or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party at its address and email address set out above.
 
 
c.
Each Party agrees to perform (or procure the performance of) all further acts and things (including the execution and delivery of, or procuring the execution and delivery of, all deeds and documents that may be required by Applicable Law or as may be necessary, required or advisable, procuring the convening of all meetings, the giving of all necessary waivers and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them) as the other Parties may reasonably require to effectively carry on the full intent and meaning of this Agreement and to complete the transactions contemplated hereunder.
 
 
d.
No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by or on behalf of the Parties.
 
 
e.
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Laws or regulation or government policy, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
 
 
f.
All costs, expenses, including stamp duty in relation to the execution of this Agreement, shall be borne by the Company.
 
 
g.
This Agreement contains the entire understanding of the Parties and shall supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS SHARE PURCHASE AGREEMENT DATED DECEMBER 14,  2015 AT AHMADABAD, GUJURAT
 
NAME OF PARTY
SIGNATURE
WITNESS NAME AND
SIGNATURE
Sachin Mandoi
 
/s/ Sachin Mandloi
/s/ Deepak Sharma
Anju Mandloi
 
/s/ Anju Mandloi
/s/ Sachin Mandloi
PinstripesNYC, Inc.
 
/s/ Deepak Sharma
/s/ Sachin Mandloi
Sunalpha
 
/s/ Deepak Sharma
/s/ Sachin Mandloi
Tripborn (US) LLC
/s/ Deepak Sharma
/s/ Sachin Mandloi
 

Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
13

 
Exhibit 2.2
 
EXHIBIT A
DISCLOSURE SCHEDULE
 
Sr. No.
Representations and Warranties -
Clause No.
Disclosure
1.
Clause 4 (c) (xi)
The Company had entered into Software licensing Agreement  dated April 1 2015 with Arna Global LLC for its business operation, pursuant to which an amount of 9,56,000 USD and User fee for 2,15,000 USD  is outstanding and payable to   Arna Global LLC
2.
Clause 4 (c) (xiii)
·   The Company has borrowed amounts in the form of loans from the existing directors of the Company i.e Mr. Deepak Sharma and Mr. Sachin Mandloi on ( Please refer Annexure I ).
 
·   Mr. Deepak Sharma has provided a personal guarantee for a loan taken by the Company from IATA for the amounts of 33,000,00 Rs/-
 
3.
Clause 4 (c) (xv)
The Company is currently using premises owned by Mr. Deepak Sharma in his personal capacity. A formal agreement shall be entered into for this purpose to record the terms, conditions and consideration for the same.
4.
Clause 4 (c) (xvi)
·   The Company had entered into Software licensing Agreement  dated April 1, 2015 with Arna Global LLC for its business operation, pursuant to which an amount of 9,56,000 USD and User fee for 2,15,000 USD is outstanding and payable to Arna Global LLC.
 
·   The Company has borrowed amounts in the form of loans from the existing directors of the Company i.e Mr. Deepak Sharma and Mr. Sachin Mandloi on ( Please refer Annexure I )
 
 
Clause 4 (c) (xvii)
·   There is an understanding between the Company and certain employees to create an ESOP Pool and an ESOP Plan for certain employees, being Keyur Gadhiya, Kamlesh Vora, Seema Rajput, Harshad Patel, Devangini Sharma, Anju Mandloi, Kamlesh Sitapara, Amit Pathak, Kanak Vyas, Rutu Patel .The Company has not formalised any agreements for the same yet.
 
·   Please refer Annexure II for compensation paid to employees in previous 2 (two) years.
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
14

 
Exhibit 2.2
 
Annexure I
 
 
A.
Loan Account of Deepak Sharma (1-Apr-2015 to 26-Nov-2015)
 
Date
Particulars
Vch
Type
Vch
No.
Debit
Credit
01-04-2015
Dr
Opening Balance
 
9482365.80
07-04-2015
Cr
Cash
Payment
16
5700.00
 
   
Train Ticket
       
14-04-2015
Cr
DEEP TRAVELS-12
Journal
01
1400.00
 
   
DEEPAK BHAI- PERSONAL RAILWAY TICKET BOOKING BY DEEP TRAVELS
       
11-06-2015
Cr
ICICI BANK
Payment
176
1800000.00
 
   
Loan Repayment
       
13-06-2015
Cr
ICICI BANK
Payment
190
1800000.00
 
   
Repayment
       
16-06-2015
Cr
ICICI BANK
Payment
208
1800000.00
 
   
Loan Repayment
       
07-08-2015
Cr
Shree Hariniwas-Katra
Journal
843
18000.00
 
   
vaishnodevi
       
30-09-2015
Dr
ICICI BANK
Receipt
1155
 
600000.00
   
BY CASH - AHMEDABAD - 100 FEET ROAD
       
30-09-2015
Dr
ICICI BANK
Receipt
1156
 
1000000.00
   
Transfer for IRCTC/NSP
       
30-09-2015
Dr
ICICI BANK
Receipt
1157
 
200000.00
   
BY CASH - AHMEDABAD - 100 FEET ROAD
       
30-09-2015
Dr
ICICI BANK
Receipt
1158
 
2000000.00
   
TRFR FROM:DEEPAK GANPATLAL SHARMA
       
30-09-2015
Dr
Indusand Bank-
Receipt
1160
 
500000.00
   
RTGS- SUNALPHA GREEN TECHNO
       
01-10-2015
Dr
ICICI BANK
Receipt
1162
 
700000.00
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
15

 
Exhibit 2.2
 
   
BY CASH - AHMEDABAD - 100 FEET ROAD
       
09-11-2015
Dr
Cash
Receipt
1407
 
300000.00
   
cash rec
       
5425100.00
14782365.80
 
Cr
Closing Balance
9357265.80
 
14782365.80
14782365.80
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
16

 
Exhibit 2.2
 
 
B.
Loan Account of Sachinkumar Kamalkishore Mandloi (1-Apr-2015 to 2-Dec-2015)
 
Date
Particulars
Vch
Type
Vch
No.
Debit
Credit
01-04-2015
Dr
Opening Balance
 
887000.00
11-06-2015
Dr
ICICI BANK
Receipt
489
 
975000.00
12-06-2015
Dr
ICICI BANK
Receipt
493
 
975000.00
13-06-2015
Dr
ICICI BANK
Receipt
504
 
800000.00
14-06-2015
Dr
ICICI BANK
Receipt
508
 
975000.00
15-06-2015
Dr
ICICI BANK
Receipt
514
 
800000.00
16-06-2015
Dr
ICICI BANK
Receipt
519
 
875000.00
14-07-2015
Cr
Cash
Payment
326
4300.00
 
25-07-2015
Cr
Cash
Payment
363
50000.00
 
29-07-2015
Cr
Cash
Payment
376
1200.00
 
04-08-2015
Dr
ICICI BANK
Receipt
815
 
1000000.00
28-08-2015
Cr
Cash
Payment
483
6400.00
 
30-09-2015
Cr
SACHIN MANDLOIi
Journal
journal/001
5400000.00
 
06-10-2015
Dr
ICICI BANK
Receipt
1190
 
700000.00
17-10-2015
Cr
Cash
Payment
632
3700.00
 
5465600.00
7987000.00
 
Cr
Closing Balance
2521400.00
 
7987000.00
7987000.00
 
 
Seller I
 
/s/ SKM
 
Seller II
 
/s/ ASM
Purchaser
 
/s/ DS
Company
 
/s/ DS
Tripborn Nominee
 
/s/ DS
17

 
Exhibit 2.2
 
Annexure II
 
Sunalpha Green Technologies Private Limited
 
Payroll Details 2014-15 & 15-16

Employee Name
Monthly
Salary
2014-15 March                   
 (YTD)
Monthly
Salary
2015 (April to
YTD)
Ashish Gupta
37500
37500
   
Nirali Shah
26500
102466
   
Prashant Contractor
20000
95000
22500
45000
Dharmendra Patel
16000
192000
15000
75000
Shreeja Nair
6500
66900
10000
43991
Prashant Suryavanshi
3500
18200
4667
28000
Jaineeth k Shah
16000
64000
16000
60266
Arshad Saiyad
   
5168
10335
Jakkin S
   
8500
30450
Azhar Mansuri
   
28000
98933
Ankit Malhotra
   
12000
34800
Kamal Pandya
   
37000
221000
Keyur Ghadhiya
19542
234500
26000
156000
Harshad Viradiya
11000
28000
   
Harshad Patel
   
15000
90000
Bhavesh
 
11333
   
 Total
 
838566
 
893775
 
  18
Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF
PINSTRIPESNYC, INC.


       (Pursuant to Section 102 of the Delaware General Corporation Law)                                                                                                                 

1.           The name of the corporation is PinstripesNYC, Inc. (the “Corporation”).

2.           The address of its registered office in the State of Delaware is 1811 Silverside Road, Wilmington, Delaware 19810, County of New Castle.  The name of its registered agent at such address is Vcorp Services, LLC.

3.           The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

4.            The Corporation is to have perpetual existence.

5.           The total number of shares of capital stock which the Corporation shall have authority to issue is: one hundred ten million (110,000,000).  These shares shall be divided into two classes with one hundred million (100,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”).

The Preferred Stock of the Corporation shall be issued by the Board of Directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors.  The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

6.           The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation.

7.           No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL.  No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
 
 
 

 
 
8.           The Corporation shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, each person that such section grants the Corporation the power to indemnify.

9.     The name and mailing address of the incorporator is Matthew Kutner, c/o Feldman LLP, 420 Lexington Avenue, Suite 2620, New York, NY 10170.
 
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this 4 th day of January, 2010.
 
   
/s/ Matthew Kutner
   
Matthew Kutner
   
Incorporator
 
 
 

Exhibit 3.2


Certificate of Amendment
of the
Certificate of Incorporation
of
PinstripesNYC, Inc .

PinstripesNYC, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify :

First :          The name of the Corporation is PinstripesNYC, Inc.

Second :      The Certificate of Incorporation of the Corporation was filed by the Secretary of State on January 4, 2010.

Third :         Article 1 of the Certificate of Incorporation is hereby amended in its entirety to provide as follows:
 
 “1.    The name of the Corporation is TripBorn, Inc.”

Fourth :      Article 5 of the Certificate of Incorporation is hereby amended in its entirety to provide as follows:
 
“5.     The total number of shares of capital stock which the Corporation shall have authority to issue is: Two Hundred Ten Million (210,000,000).  These shares shall be divided into two classes with Two Hundred Million (200,000,000) designated as common stock at $.0001 par value (the “Common Stock”) and Ten Million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”).
 
The Preferred Stock of the Corporation shall be issued by the Board of Directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine from time to time.
 
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
 
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Fifth :          This amendment was duly adopted by the joint written consent of the Board of Directors and by the holders of the requisite number of shares of the Corporation in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

 
 

 
 
In Witness Whereof , I have signed this Certificate on behalf of PinstripesNYC, Inc. this 13th day of January, 2016.


 
PinstripesNYC, Inc.
     
     
 
By:
/s/ Deepak Sharma
   
Deepak Sharma, President
 
 


Exhibit 3.3
 
AMENDED AND RESTATED BY-LAWS
OF
TRIPBORN, INC.
 
(ADOPTED April   18 , 2016)
 
 
ARTICLE I
Definitions
 
" Exchange Act " the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 
" Public Disclosure " a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
ARTICLE II
Offices
 
Section 2.01      Offices. The registered office of the Corporation within the State of Delaware shall be located at the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. The Corporation may have other offices, both within and without the State of Delaware, as the Board of Directors of the Corporation (the " Board of Directors ") from time to time shall determine or the business of the Corporation may require.
 
Section 2.02      Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
 
ARTICLE III
Meetings of the Stockholders
 
Section 3.01      Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.
 
 
 

 
 
Section 3.02     Advance Notice of Stockholder Nominations and Proposals.
 
(a)            Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 3.02. In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the " Proposing Stockholder ") must have given timely notice thereof pursuant to this Section 3.02(a) or Section 3.02(c) below, as applicable, in writing to the secretary of the Corporation even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day in advance of the anniversary of the previous year's annual meeting if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year's annual meeting or not later than 70 days after the anniversary of the previous year's annual meeting; and (y) with respect to any other annual meeting of stockholders, the close of business on the tenth day following the date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period).
 
 
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(b)            Stockholder Nominations. For the nomination of any person or persons for election to the Board of Directors, a Proposing Stockholder's notice to the secretary of the Corporation shall set forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any), (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on the Corporation's books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder's notice, and a representation that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder's notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (F) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee.
 
 
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(c)            Business at Meetings of Stockholders. For all business other than director nominations, a Proposing Stockholder's notice to the secretary of the Corporation shall set forth as to each matter the Proposing Stockholder intends to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting, (ii) the reasons for conducting such business at the annual meeting, (iii) the text of any resolutions to be made and (iv) whether the Proposing Stockholder has communicated with any other stockholder or beneficial owner of shares of the stock of the Corporation regarding such business. The Proposing Stockholders notice  shall also set forth as to the Proposing Stockholder (i) the name and address of the Proposing Stockholder as they appear on the Corporation's books and of the beneficial owner, if any, on whose behalf the business is being brought, (ii) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the business is being brought, as of the date of the Proposing Stockholder's notice, and a representation that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (iii) a description of any agreement, arrangement or understanding with respect to such business between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder's notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (v) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to conduct the business specified in the notice, and (vi) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the matter.
 
 
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(d)            Effect of Noncompliance. Notwithstanding anything in these By-laws to the contrary no nominations shall be made or business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 3.02, and unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting pursuant to this Section 3.02 does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. The requirements of this Section 3.02 shall apply to any business or nominations to be brought before an annual meeting by a stockholder whether such business or nominations are to be included in the Corporation's proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to stockholders by means of an independently financed proxy solicitation. The requirements of Section 3.02 are included to provide the Corporation notice of a stockholder's intention to bring business or nominations before an annual meeting and shall in no event be construed as imposing upon any stockholder the requirement to seek approval from the Corporation as a condition precedent to bringing any such business or make such nominations before an annual meeting.
 
Section 3.03      Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.
 
Section 3.04      Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.
 
Section 3.05      Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.
 
Section 3.06      Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.
 
 
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Section 3.07      List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.
 
Section 3.08      Quorum. Unless otherwise required by law, the Corporation's Certificate of Incorporation, as amended, (the " Certificate of Incorporation ") or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 3.05, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
 
Section 3.09      Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the chairman, or in his or her absence or inability to act, the chief executive officer, or, in his or her absence or inability to act, the person whom the chairman shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the assistant secretary, or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.
 
 
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Section 3.10      Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation, the election of directors shall be by written ballot and shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.  Voting at meetings of stockholders need not be by written ballot.
 
Section 3.11      Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.
 
 
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Section 3.12      Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to its principal place of business. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 3.12, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
 
Section 3.13     Fixing the Record Date.
 
(a)           In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.
 
 
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(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
 
(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
 
ARTICLE IV
Board of Directors
 
Section 4.01      General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
 
Section 4.02      Number; Term of Office. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors.
 
 
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Section 4.03      Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director's death, resignation or removal.
 
Section 4.04      Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.
 
Section 4.05      Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.
 
Section 4.06      Fees and Expenses. Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.
 
Section 4.07      Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.
 
Section 4.08      Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the chief executive officer on at least 24 hours notice to each director given by one of the means specified in Section 4.11 hereof other than by mail or on at least three days notice if given by mail. Special meetings shall be called by the chairman or the chief executive officer in like manner and on like notice on the written request of any two or more directors.
 
Section 4.09      Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 4.09 shall constitute presence in person at such meeting.
 
Section 4.10      Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 4.11 hereof other than by mail, or at least three days notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.
 
 
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Section 4.11      Notices. Subject to Section 4.08, Section 4.10 and Section 4.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director's address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.
 
Section 4.12     Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.
 
Section 4.13      Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.
 
Section 4.14      Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.
 
Section 4.15      Action By Majority Vote. Except as otherwise expressly required by these by-laws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
 
Section 4.16      Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.
 
 
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Section 4.17      Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article IV.
 
 
ARTICLE V
Officers
 
Section 5.01     Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall include a chief executive officer, president, a treasurer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any two or more offices may be held by the same person.
 
Section 5.02      Term. Each officer of the Corporation shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.
 
 
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Section 5.03      The Chief Executive Officer. The chief executive officer shall have general supervision over the business of the Corporation and other duties incident to the office of chief executive officer, and any other duties as may be from time to time assigned to the chief executive officer by the Board of Directors and subject to the control of the Board of Directors in each case.
 
Section 5.04      President .  The President shall have such power and perform such duties as may from time to time be assigned to such officer by the chief executive officer.
 
Section 5.05      Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chief executive officer.
 
Section 5.06      The Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.  The secretary may delegate such responsibilities to one or more assistant secretaries.
 
Section 5.07      The Treasurer. The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
 
Section 5.08      Duties of Officers May be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the chief executive officer or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.
 
 
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ARTICLE VI
Stock Certificates and Their Transfer
 
Section 6.01      Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that some or all of any class or series may be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman, the chief executive officer, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.
 
Section 6.02      Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person's attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the chief executive officer or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.
 
Section 6.03       Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
 
Section 6.04      Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner's legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.
 
 
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ARTICLE VII
General Provisions
 
Section 7.01      Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or the by-laws of the Corporation, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
 
Section 7.02      Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.
 
Section 7.03      Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.
 
Section 7.04      Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.
 
Section 7.05      Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of the Corporation's capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.
 
Section 7.06      Conflict With Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.
 
 
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ARTICLE VIII
Amendments
 
These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.
 
 
 16

Exhibit 4.1
 
 
 
 

 
 

 
 
 
 
 
 

 




The securities represented hereby may not be offered for sale, sold, pledged, hypothecated or otherwise transferred except pursuant to (1) an effective registration statement with respect to such securities under the Securities Act of 1933, as amended, and in compliance with any applicable state securities laws; or (2) an opinion of counsel in form satisfactory to the Corporation that the proposed transfer is exempt from the registration requirements of said Act and is in compliance with any applicable state securities laws.

 
 

Exhibit 4.2
 
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE INVESTOR SATISFACTORY TO THE COMPANY  THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
 
CONVERTIBLE PROMISSORY NOTE
 
$[                  ]
 March 8, 2016

 
For value received TripBorn, Inc., a Delaware corporation (the “ Company ”), promises to pay to[                                            ], or its registered assigns (“ Investor ”) the principal sum of $[             ] together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below.
 
1.             Repayment.   All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal.  The outstanding principal amount of this Note shall be due and payable on March 7, 2019 (the “ Maturity Date ”).
 
2.             Interest Rate.   The Company promises to pay simple   interest on the outstanding principal amount hereof from the date hereof until payment in full.  Interest shall accrue at a rate of 10% per annum (or, if less, the maximum rate permissible by law), compounded annually and shall accrue daily beginning on the date of issuance of this note (this “ Note ”).  Interest shall be due and payable on the Maturity Date and shall be calculated on the basis of a 365-day year for the actual number of days elapsed.
 
3.            Automatic Conversion; Conversion on Sale of the Company.
 
(a)           In the event that the Company issues and sells shares of its Common Stock to investors (the “ Equity Investors ”) on or before the date of the repayment in full of this Note in connection with an underwritten public offering under the Securities Act in conjunction with a listing on a national securities exchange (including the conversion of the Note and other debt) (an “ Uplist Transaction ”), then the outstanding principal balance of this Note shall automatically convert in whole, without any further action by the Investor, into [                 ] shares of Common Stock (the “ Note Shares ”).  Any unpaid accrued interest on this Note shall be payable in cash upon the consummation of the Uplist Transaction.
 
(b)           In the event that an Uplist Transaction is not consummated prior to the Maturity Date, then, the Investor shall elect (by written notice within five (5) days prior to the Maturity Date), that the outstanding principal balance on this Note (i) shall become fully due and payable effective on the Maturity Date or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note at the Maturity Date shall be payable in cash on the Maturity Date.
 
 
 

 
 
(c)           In the event that the Company anticipates a Sale of the Company prior to the Maturity Date, the Company will give the Investor at least twenty (20) days prior written notice of the closing date of such Sale of the Company.  In such event, the Investor shall elect (by written notice at least five (5) days prior to the closing date of the Sale of the Company) that, effective immediately prior to the closing of such Sale of the Company, the entire outstanding principal balance on this Note (i) shall become fully due and payable effective immediately prior to the Sale of the Company or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note shall be payable in cash effective immediately prior to the Sale of the Company.
 
4.             Definitions .  As used in this Note, the following capitalized terms have the following meanings:
 
(i)            “ Common Stock ” shall mean the Company’s common stock, par value $0.0001 per share.
 
(ii)           “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 
(iii)           “ Investor ” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.
 
(iv)          “ Sale of the Company ” shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; provided, however , that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.
 
(v)           “ Securities Act ” shall mean the Securities Act of 1933, as amended.
 
5.             Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Investor in enforcing and collecting this Note.
 
6.             Prepayment.   The Company may not prepay this Note prior to the Maturity Date without the consent of the Investor.
 
 
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7.             Default.   The occurrence of any one or more of the following shall constitute an “ Event of Default ”:
 
(a)           The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;
 
(b)           The Company fails to deliver the Note Shares within fifteen (15) days after the applicable date that the outstanding principal balance on this Note converts into the Note Shares;
 
(c)           The Company shall default in its performance of any covenant under this Note;
 
(d)           The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
 
(e)           An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).
 
If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , at the option and upon the declaration of the Investor and upon written notice to the Company, this Note shall accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable.   If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , this Note shall automatically accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable without any further action by the Investor.
 
8.             Assignment.
 
(a)  Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof.
 
(i)   Subject to the restrictions on transfer described in this Section 8 , the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
 
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(ii)   With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect. Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 8 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered investor hereof as the owner and investor of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
(iii)   Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

 
9.             Modification; Waiver.   Any provision of this Note may be amended, waived or modified only upon the written consent of the Company and the Investor.
 
10.            Notices .   All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, emailed or delivered to each party at the Company’s address, email address or facsimile number set forth on the signature page to this Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by email or facsimile, or (v) five days after being deposited in the U.S. mail, first class with postage prepaid.
 
11.            Payment .   Unless converted into the Company’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.
 
12.            Usury . In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
 
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13.            Waivers .   The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
14.            Waiver of Jury Trial; Judicial Reference .   BY ACCEPTANCE OF THIS NOTE, INVESTOR HEREBY AGREES AND THE COMPANY HEREBY AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE TRANSACTION DOCUMENTS .
 
15.            Counterparts . This Note may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile or electronic copies (in .PDF or other similar electronic format) of signed signature pages will be deemed binding originals.
 
16.            Governing Law.   This Note shall be governed by and construed under the laws of the State of New York, without giving effect to conflicts of laws principles.
 

 
[signature page follows]
 
 
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The Company has caused this Note to be issued as of the date first written above.

 
TripBorn, Inc.
a Delaware corporation
     
 
By:
 
 
Name:  
 
 
Title
 
     
     
   
Address:
812, Venus Atlantis Corporate Park, Nr.
Prahalad Nagar Garden, Satellite City,
Ahmedabad






[SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE]
 
 
 

Exhibit 4.3
 
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE INVESTOR SATISFACTORY TO THE COMPANY  THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
 
CONVERTIBLE PROMISSORY NOTE
 
$[               ]
February 8, 2016

 
For value received TripBorn, Inc., a Delaware corporation (the “ Company ”), promises to pay to [                                                                     ],   or its registered assigns (“ Investor ”) the principal sum of [                                                ] together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below. This Note (defined below) is one of the “ Notes ” issued pursuant to the Note Purchase Agreement (as defined below).
 
1.            Repayment.   All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal.  The outstanding principal amount of this Note shall be due and payable on February 8, 2019 (the “ Maturity Date ”).
 
2.            Interest Rate.   The Company promises to pay simple   interest on the outstanding principal amount hereof from the date hereof until payment in full.  Interest shall accrue at a rate of 6% per annum (or, if less, the maximum rate permissible by law), compounded annually and shall accrue daily beginning on the date of issuance of this note (this “ Note ”).  Interest shall be due and payable on the Maturity Date and shall be calculated on the basis of a 365-day year for the actual number of days elapsed.
 
3.            Automatic Conversion; Conversion on Sale of the Company.
 
(a)           In the event that the Company issues and sells shares of its Common Stock to investors (the “ Equity Investors ”) on or before the date of the repayment in full of this Note in connection with an underwritten public offering under the Securities Act in conjunction with a listing on a national securities exchange (including the conversion of the Notes and other debt) (an “ Uplist Transaction ”), then the outstanding principal balance of this Note shall automatically convert in whole, without any further action by the Investor, into [               ] shares of Common Stock (the “ Note Shares ”).  Any unpaid accrued interest on this Note shall be payable in cash upon the consummation of the Uplist Transaction.
 
(b)           In the event that an Uplist Transaction is not consummated prior to the Maturity Date, then, the Investor shall elect (by written notice within five (5) days prior to the Maturity Date), that the outstanding principal balance on this Note (i) shall become fully due and payable effective on the Maturity Date or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note at the Maturity Date shall be payable in cash on the Maturity Date.
 
 
 

 
 
(c)           In the event that the Company anticipates a Sale of the Company prior to the Maturity Date, the Company will give the Investor at least twenty (20) days prior written notice of the closing date of such Sale of the Company.  In such event, the Investor shall elect (by written notice at least five (5) days prior to the closing date of the Sale of the Company) that, effective immediately prior to the closing of such Sale of the Company, the entire outstanding principal balance on this Note (i) shall become fully due and payable effective immediately prior to the Sale of the Company or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note shall be payable in cash effective immediately prior to the Sale of the Company.
 
4.   Definitions .  As used in this Note, the following capitalized terms have the following meanings:
 
(i)          Common Stock ” shall mean the Company’s common stock, par value $0.0001 per share.
 
(ii)          Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 
(iii)         Investor ” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.
 
(iv)         Investors ” shall mean the investors that have purchased Notes.
 
(v)          Majority in Interest of Investors ” shall mean persons holding more than 50% of the aggregate outstanding principal amount of convertible promissory notes substantially identical to this Note in all material respects, provided that convertible promissory notes held by a Majority in Interest of Investors may differ in the following respects: (i) the Date of Note, (ii) the Note Principal Amount, (iii) the Maturity Date and (iv) the Investor.
 
(vi)        Note Purchase Agreement ” shall mean the Note Purchase Agreement (as amended, modified or supplemented), by and among the Company and the Investors (as defined in the Note Purchase Agreement) party thereto.
 
(vii)        Notes ” shall mean the convertible promissory notes issued by the Company pursuant to the Note Purchase Agreement.
 
 
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(viii)       Sale of the Company ” shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; provided, however , that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.
 
(ix)        Securities Act ” shall mean the Securities Act of 1933, as amended.
 
(x)          Transaction Documents ” shall mean this Note, each of the other Notes and the Note Purchase Agreement.
 
5.            Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Investor in enforcing and collecting this Note.
 
6.            Prepayment.   The Company may not prepay this Note prior to the Maturity Date without the consent of the Majority of Interest of the Investors.
 
7.            Default.   The occurrence of any one or more of the following shall constitute an “ Event of Default ”:
 
(a)           The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;
 
(b)           The Company fails to deliver the Note Shares within fifteen (15) days after the applicable date that the outstanding principal balance on this Note converts into the Note Shares;
 
(c)           The Company shall default in its performance of any covenant under this Note;
 
(d)           The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
 
(e)           An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).
 
 
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If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , at the option and upon the declaration of the Investor and upon written notice to the Company, this Note shall accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable.   If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , this Note shall automatically accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable without any further action by the Investor.
 
8.            Registration Rights.   If, on the first day following the one (1) year anniversary of the Closing Date (as defined in the Note Purchase Agreement) (such date, the “ Registration Date ”), any Note Shares are not then tradeable under Rule 144 under the Securities Act or otherwise, the Majority in Interest of Investors, may, on behalf of each Investor, within the thirty (30) day period following the Registration Date, deliver to the Company a written request for registration under the Securities Act of all or any portion of the Note Shares, which request shall specify the aggregate number of Note Shares proposed to be sold (the “ Demand Request ”), and the Company shall use its commercially reasonable efforts to file a registration statement under the Securities Act within 45 days of receipt of such Demand Request covering the registration of the Note Shares specified in such Demand Request (a “ Demand Registration ”). The Company shall use its commercially reasonable efforts to have the Demand Registration declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) within sixty (60) days of the filing of the Demand Registration with the SEC. Notwithstanding anything in this Section 8 to the contrary, the Investors shall be entitled to only one (1) such Demand Registration.  The costs, fees and expenses associated with such Demand Registration will be borne by the Company. Notwithstanding the foregoing obligations, if the Company furnishes to the Investors a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after such Demand Request is given; provided that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred eighty (180) day period.
 
9.            Assignment.
 
(a)   Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof.
 
(i)   Subject to the restrictions on transfer described in this Section 9 , the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
 
4

 
 
(ii)   With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect. Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the Note Purchase Agreement.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered investor hereof as the owner and investor of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
(iii)    Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of a Majority in Interest of Investors.

 
10.          Modification; Waiver.   Any provision of this Note may be amended, waived or modified upon the written consent of the Company and a Majority in Interest of Investors; provided , however , that no such amendment, waiver or consent shall: (i) reduce the principal amount of this Note without Investor’s written consent, or (ii) reduce the rate of interest of this Note without Investor’s written consent unless in the case of (i) or (ii) all Notes are similarly amended in a proportionate manner.  Any amendment effected in accordance with this Section 10 shall be binding upon Investor regardless of whether Investor consented to such amendment.
 
11.          Notices .   All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, emailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by email or facsimile, or (v) five days after being deposited in the U.S. mail, first class with postage prepaid.
 
 
5

 
 
12.          Pari Passu Notes .   Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes.  In the event Investor receives payments in excess of its pro rata share of the Company’s payments to the Investors holding all of the other Notes, then Investor shall hold in trust all such excess payments for the benefit of the Investors holding the other Notes and shall pay such amounts held in trust to such other Investors upon demand by such Investors.
 
13.          Payment .   Unless converted into the Company’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.
 
14.          Usury . In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
15.          Waivers .   The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
16.          Waiver of Jury Trial; Judicial Reference .   BY ACCEPTANCE OF THIS NOTE, INVESTOR HEREBY AGREES AND THE COMPANY HEREBY AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE TRANSACTION DOCUMENTS .
 
17.          Counterparts . This Note may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile or electronic copies (in .PDF or other similar electronic format) of signed signature pages will be deemed binding originals.
 
18.          Governing Law.   This Note shall be governed by and construed under the laws of the State of New York, without giving effect to conflicts of laws principles.
 

 
[signature page follows]
 
 
6

 
 
The Company has caused this Note to be issued as of the date first written above.
 

 
TripBorn, Inc.
a Delaware corporation
     
 
By:
 
 
Name:  
 
 
Title
 
 
 
 
 
 
 
 [SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE]
 
 
 

Exhibit 5.1
 

 
April 18, 2016
 

Tripborn, Inc.
812, Venus Atlantis Corporate Park
Near Prahalad Nagar Garden, Satellite
Ahmedabad 380 015
 
 
 
Re:
Registration on Form S-1
 
Ladies and Gentlemen:
 
We have acted as counsel to Tripborn, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) relating to the registration of an aggregate of 10,714,286 shares of the Company’s common stock, $0.0001 par value per share (the “Registered Shares”) that may be offered for sale from time to time by the selling security holders named in the Registration Statement.
 
In connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.
 
Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Registered Shares have been duly and validly authorized for issuance and are validly issued, fully paid and non-assessable.
 
The opinions expressed herein are limited exclusively to the applicable provisions of the Delaware General Corporation Law and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
 
1600 BAUSCH & LOMB PLACE  ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152
rochester, ny    buffalo, ny    albany, ny    corning, ny     new york, ny
 
 

 
 
April 18, 2016
Page 2 

 
This opinion letter has been prepared in accordance with the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients concerning, opinions of the type contained herein.
 
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations thereunder.
 
This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or legal conclusion or other matters of law.
 

 
 
  Very truly yours,
 
/s/ Harter Secrest & Emery LLP
 
 
ARM:
 
 
 

 
Exhibit 10.1
 
SOFTWARE AGREEMENT
 
THIS SOFTWARE AGREEMENT (this “ Agreement ”) is made effective as of February 29, 2016, by and among ARNA GLOBAL LLC , a Delaware limited liability company (the “ ARNA ”), and TRIPBORN, INC. , a Delaware limited liability company (the “ TRIPBORN ”).
 
WHEREAS, ARNA is (i) owner of the software package called TravelCord (the “ Software ”), and (ii) the Licensor of the Software pursuant to the Software Licensing Agreement between Sunalpha Green Technologies Private limited and ARNA entered into April 1, 2015 listed on Exhibit A (the “ License ”).
 
WHEREAS, ARNA desires to convey, assign, transfer, and deliver to the TRIPBORN, and TRIPBORN desires to acquire and take assignment and delivery of the Software.
 
WHEREAS, ARNA desires to convey, assign, transfer, and deliver its rights and privileges pursuant to the License to TRIPBORN, and TRIPBORN desires to acquire and take assignment of the License.
 
WHEREAS, ARNA receives software development services for TravelCord (the “Development Services”) pursuant to the Software Development Agreement between Takniki Communications and ARNA dated January 26, 2015 (the “Development Agreement”).
 
WHEREAS, ARNA desires to provide the Development Services it receives from Takniki to TRIPBORN.
 
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.            Assignment of Software .  ARNA hereby conveys, assigns, transfers and delivers to TRIPBORN, its successors and assigns, to have and to hold forever, the Software (including all intellectual property embodied in the Software, including for the avoidance of doubt all copyrights, inventions, improvements, discoveries, know-how and patents), and TRIPBORN hereby consents to and accepts such contribution, assignment, transfer and delivery of the Software.
 
2.            Assignment of License :  ARNA hereby conveys, assigns, transfers and delivers to TRIPBORN, its successors and assigns, all of ARNA’s rights and privileges under the License, and TRIPBORN hereby consents to and accepts such contribution, assignment, transfer and delivery of the License.
 
3.            Further Development :  ARNA hereby agrees to provide all changes, updates, developments, bug fixes, training, Client attention, and milestones to the Software as set forth in the Development Agreement to TRIPBORN.
 
4.            Consideration .  As consideration for the above assignment, TRIPBORN will pay to ARNA $906,000.00 (nine hundred six thousand).
 
 
 

 
 
5.            Representations and Warranties of the ARNA .  ARNA represents and warrants to the TRIPBORN as follows:
 
(a)           That ARNA has the full power and authority to enter into and deliver this Agreement and to perform all obligations to be performed ARNA under this Agreement.
 
(b)           That this Agreement has been duly executed and delivered by ARNA, and constitutes ARNA’s valid and binding obligation, and is enforceable in accordance with its terms, subject to the laws affecting creditors’ rights.
 
(c)           That ARNA is not subject to or bound by any agreement, judgment, order or decree of any court or governmental agency which prevents or restricts the execution, delivery or consummation of this Agreement.
 
(d)           That ARNA has valid, good and marketable title to the Software, and the Software is free and clear of all liens.  ARNA has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to TRIPBORN all right, title and interest in and to the Software.
 
6.            Representations and Warranties of the TRIPBORN.  TRIPBORN hereby represents and warrants to ARNA as follows:
 
(a)           That TRIPBORN has the full power and authority to enter into and deliver this Agreement, and to perform all obligations to be performed by it under this Agreement.
 
(b)           That this Agreement has been duly executed and delivered by TRIPBORN, and constitutes TRIPBORN’s legal, valid and binding obligation, and is enforceable in accordance with its terms, subject to the laws affecting creditors’ rights.
 
(c)           That TRIPBORN is not subject to or bound by any agreement, judgment, order or decree of any court or governmental agency which prevents the execution, delivery and consummation of this Agreement.
 
7.            Further Assurances . ARNA and TRIPBORN agree to execute any and all documents and instruments of transfer, assignment, assumption or novation and to perform such other acts as may be reasonably necessary or expedient to further the purposes of this Agreement and the transactions contemplated by this Agreement.
 
8.            Miscellaneous .
 
(a)            Governing Law .  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within that state.
 
 
2

 
 
(b)            Counterparts .  This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
 
(c)            Third Party Beneficiary .  This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
 
(d)            Amendment .  This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
 
(e)            Entire Agreement .  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, except as otherwise expressly provided herein.
 
(f)            Severability .  If any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
 
(g)            Successors and Assigns .  Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
 
(h)            Assignment .  None of the parties may assign their respective rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed.  No assignment shall relieve the assigning party of any of its obligations hereunder.
 
 
3

 
 
(i)            Delivery by Facsimile and Email .  This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or email, shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  No party shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of this Agreement and each such party forever waives any such defense.
 
 [Signature Page Follows.]

 
4

 
Exhibit 10.1
 
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.
 

 
Arna Global LLC
   
 
By:
/s/ Deepak Sharma
 
Name: Deepak Sharma
 
Title:   President
   
   
 
TRIPBORN, Inc.
   
   
 
By:
/s/ Deepak Sharma
 
Name:  Deepak Sharma
 
Title:    President
 
 

Exhibit 10.2
 
 

Software Development Agreement
 
 

ARNA GLOBAL, LLC
TAKNIKI COMMUNICATION (India) PRIVATE
LIMITED
 
 
 
 
 

 
SOFTWARE DEVELOPMENT AGREEMENT
 
This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between  TAKNIKI COMMUNICATION (INDIA) PRIVATE LIMITED  having his principal place of business at  64 JAGAT PARK, GHATLODIA, AHMEDABAD 380061, GUJARAT, INDIA , (the “Developer”), and  ARNA GLOBAL, LLC  having its principal place of business at  514 LOTHIAN WAY, ABINGDON, MD 21009, USA  (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has conceptualized  ONLINE TRANSACTION SYSTEM  (the “Software”), which is described in further detail on Exhibit A, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows: WITNESSETH:

1. DEVELOPER’S DUTIES

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications attached hereto as Exhibit A (the “Specifications”).
 
1.
The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Client by  MARCH 31, 2016  (the “Delivery Date”).
 
2.
For a period of  SIX MONTH  after delivery of the final product, the Developer shall provide the Client attention to answer any questions or assist solving any problems with regard to the operation of the Software.
 
3.
Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.
 
4.
The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within  SIXTY DAYS  of notification of such a breach.
 
5.
The Developer shall provide to the Client after the Delivery Date, a cumulative  THIRTY DAYS  of training with respect to the operation of the Software if requested by the Client.
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
1

 
SOFTWARE DEVELOPMENT AGREEMENT
 
2. DELIVERY

The Software shall function in accordance with the Specifications on or before the Delivery Date.
 
1.
If the Software as delivered does not conform with the Specifications, the Client shall within  30 DAYS  of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity.
 
2.
The Client shall provide to the Developer written notice of its finding that the Software conforms to the Specifications within  SIXTY DAYS  days of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the Specifications as described in Section 2(A) herein.

3. COMPENSATION

In consideration for the Service , the Client shall pay the Company, with a maximum total fee for all work under this Software Development Agreement of  9,06,000.00 USD . Fees billed under the Milestone Billing shall be due and payable upon the Developer providing the Client with an invoice. Invoices will be provided for work completed by the developer quarterly i.e every four months upon completion of the milestones as stated in Exhibit B. Any delay in payment will accrued 6 % of Yearly interest. The Client agrees and acknowledges compensate Developer via profit sharing and/or equity shares in the company in case of non-payment or delay or at discretion of Developer.

4. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE 

The Parties acknowledge and agree that the Client will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client.

5. CHANGE IN SPECIFICATIONS

The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software. In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
2

 
SOFTWARE DEVELOPMENT AGREEMENT
 
6. CONFIDENTIALITY

The Developer shall not disclose to any third party the business of the Client, details regarding the Software, including, without limitation any information regarding the Software’s code, the Specifications, or the Client’s business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.

7. DEVELOPER WARRANTIES

The Developer represents and warrants to the Client the following:
1.
Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
2.
The Software will not violate the intellectual property rights of any other party.
3.
For a period of  TWO YEARS  after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

8. INDEMNIFICATION

The Developer agrees to indemnify, defend, and protect the Client from and against all lawsuits and costs of every kind pertaining to the software including reasonable legal fees due to the Developer’s infringement of the intellectual rights of any third party.

9. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
3

 
SOFTWARE DEVELOPMENT AGREEMENT
 
10. APPLICABLE LAW

This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of  DELAWARE, USA  and subject to the exclusive jurisdiction of the federal and state courts located in  HARFORD DELAWARE, USA .

IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

TAKNIKI COMMUNICATION (INDIA) PRIVATE LIMITED


/s/ Sachin Mandloi
 
26 th January 2015
SACHIN MANDLOI
   
CEO
   
     
ARNA GLOBAL, LLC
   
/s/ Deepak Sharma
 
26 th January 2015
DEEPAK SHARMA
   
PRESIDENT
   


[SEAL]
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
4

 
SOFTWARE DEVELOPMENT AGREEMENT
 
EXHIBIT A

Web-based Online Transaction System for Online Travel Agency (OTA) to manage their operations and business including management of Airfares, Pricing tool, multi-GDS searches for public, private and market specific airfares. A parallel search for private airfares from databases hosted by each travel partner/consolidator across the globe would leverage their travel businesses. Interfaces multiple Global Distribution System (GDS) content, Third party content and Fare Management Systems (FMS) with scheduled airline host system including Low Cost Carrier (LCC) host, facilitating access to lowest consolidated airfares across the globe with more than 700 plus airlines on one platform. This web-based Online Transaction System must meet following business requirements and use cases: o Enables travel organizations to source lowest airfares from 700+ airlines across the globe in addition to Low Cost Airlines on single platform o Single platform enables sourcing of most economical SOTO tickets thereby reducing the time required for searching competitive airfares o 24/7 ticketing capability from 700+ airlines across the globe countries o Option to hold PNR on time, mitigates the possible loss associated with uncertain PNR status o Enables transaction in local currency, thereby mitigating the risk due to fluctuation in currency exchange rates o Adaptable on any platform with a predefined itinerary o Ease of payment through multiple payment options for booking o Personalized 24/7 support for 365 days for rescheduling, cancellations and other requests enhance the service quality o Customized branding on e-tickets. o Automated Accounting and Reconciliations System o Add your own customized Markups o Issue Air Tickets, Hotel and Holiday vouchers with Extended partners Logo or Agency name o Maintainability of multiple vendor accounts o Generate instant business reports to view transactions and your customer trends o Web services (API) with the consolidated On-line Flights inventory through API (Application Programmable Interface). o Facility to access Dynamic Real Time Inventory & Pricing from the Airlines o Completely branded and responsive website o Functions or Capability to support Build your Brand use case - Partners website and booking engine (optimized for search ) o Robust tracking and reporting o Online e-ticketing (Add customized Markups) to support Incremental Revenue (Acquire new customers and loyalty functions) o Issue Air Tickets with your own Logo or Agency name, Invoice and Accounting o Extensive Reporting Capabilities to view transactions and your customer trends o Features for Account Management and Credit Management (Deposit/Transfers) o In-built, Cancellation, Invoices and Complete Accounting functions.
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
5

 
SOFTWARE DEVELOPMENT AGREEMENT
 
EXHIBIT B

Milestone Schedule
 
 
Deliver Date
 
 
Milestone
February 15,2015
Proof of Concept Planning including Hardware, Software, Servers and Infrastructure Planning.
March 31, 2015
Working Prototype with System Basic Functionality including PNR Creation, Transaction Management, Master Data Management and Process Workflow including Features for Account Management and Credit Management (Deposit/Transfers). In-built, Cancellation, Invoices and Complete Accounting functions.
April 30,2015
Complete PNR Functionality, Aggregation of Search and Real time Fare Display with Supplier API Integration. In-built, Cancellation, Invoices and Complete Accounting  functions.
May 31, 2015
Low Cost Carrier (LCC) API Integration, Enabling the search results to source lowest airfares from 700+ airlines across the globe in addition to Low Cost Airlines on single platform.
June 30, 2015
White Label Solutions for extended Partners. Issue Air Tickets, Hotel and Holiday vouchers with Extended partners Logo or Agency name. Allow XML Solutions for Partners via Web services (API) with the consolidated On-line Flights inventory through API (Application Programmable Interface). Completely branded and responsive website which allows Functions or Capability to support Build your Brand use case - Partners website and booking engine (optimized for search).
July 31, 2015
Robust tracking and reporting, Extensive Reporting Capabilities to view transactions and your customer trends. Facility to access Dynamic Real Time Inventory & Pricing from the Airlines
August 31, 2015
Enhanced Reporting Capability within Accounting Management with collection of Statutory Data ( Service Tax, TDS etc.) and Automatic transfer of Data load into Accounting system with Reconciliation of Supplier Data.
September 30, 2015
Working Prototype and Proof of concept of Indian Railway Ticketing System, PNR Search, Seat Availability Train route etc.
October 31, 2015
Working System on Single Platform with IRCTC - API Integration, Credit/Debit Management from Single Master Account for various offerings of product to channel partner (Agent). Automated Accounting and Reconciliations System.
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
6

 
SOFTWARE DEVELOPMENT AGREEMENT
 
November 30, 2015
Extensive Reporting Capabilities to view transactions and your customer trends
December 31, 2015
Development of Airline Global Distribution System (GDS) - Galileo 24/7 ticketing capability from 700+ airlines across the globe countries using multiple HAP and CAP management functions, enabling GDS setting and configurable modules at Agent or Distributor level
January 31, 2016
Integration of GDS Module into Single Platform, which is linked with Single Master Account with respect to Credit/ Debit Management of Accounts including Single platform enables sourcing of most economical SOTO tickets thereby reducing the time required for searching competitive airfares. Option to hold PNR on time, mitigates the possible loss associated with uncertain PNR status.
February 29, 2016
Enables transaction in local currency, thereby mitigating the risk due to fluctuation in currency exchange rates, Enhanced detail reports to mange visibility of profit or loss on Single by PNR, By Product, By Supplier, By Channel Partner, By Region, By Day or Combination of various key figures.
March 31, 2016
Development of DASH BOARD allowing Management to track the Financial at any Given point of time by Key Figures and Exposure of Credit Risk in the system for any Event that may occure. ( Approval or Rejetion of Creditline).
 
ARNA GLOBAL, LLC
514 LOTHIAN WAY, ABINGDON, MD 21009
 
7

                    Arna Global LLC
Exhibit 10.3
514 Lothian Way
Abingdon, MD 21009
 
 
February 29, 2016
 
Sunalpha Green Technologies Private Limited
812 Venus Atlantis Corporate Park
Prahladnagar, Ahmedabad, Guajrat, India 380015


 
Re:
Amendment to Software Licensing Agreement between Sunalpha Green Technologies Private Limited and Arna Global, LLC entered into April 1, 2015
 
Dear Sunalpha Green Technologies Private Limited,
 
This letter amendment herein amends the Software Licensing Agreement between Sunalpha Green Technologies Private Limited (“Licensee”) and Arna Global, LLC (“Licensor”) entered into April 1, 2015 (the “Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement
 
Licensor and Licensee hereby agree, amend, and consent to Licensor’s conveyance, assignment, transfer, and deliver to TripBorn, Inc., a Delaware limited liability company of all of Licenor’s privileges and obligations under the Agreement including for the avoidance of doubt the right to receive all Compensation.
 
Please confirm your agreement with the foregoing by signing and returning a copy of this Letter to the undersigned.
 

 
 
SUNALPHA GREEN TECHNOLOGIES
 
PRIVATE LIMITED
 
By:
      /s/ Deepak Sharma
 
Name:  
      Deepak Sharma
 
Title:
      President and Managing Director

ARNA GLOBAL, LLC
By:
       /s/ Deepak Sharma
Name:
      Deepak Sharma
Title:
      President                            
 
 

Exhibit 10.4
 
SOFTWARE LICENSING AGREEMENT
 
 
This Software Licensing Agreement is entered into this April 01, 2015, by and between
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED (“Licensee”) a company incorporated under the Companies Act 1956, having its registered office address: 812 Venus Atlantis Corporate Park, Prahladnagar, Ahmedabad, Guajrat, India 380015, hereinafter referred to as “ Licensee ” which expression shall, unless repugnant to the context and meaning thereof, include its successors, administrators and assigns
 
And
 
ARNA GLOBAL, LLC a company incorporated under the law of Delaware, USA having its registered address: 514 Lothian Way, Abingdon, MD 21009, USA (“Licensor”), hereinafter referred to as “ Licensor ” which expression shall, unless repugnant to the context and meaning thereof, include its successors, administrators and assigns.
 
Licensee and Licensor are hereinafter, wherever the context so requires, individually referred to as “ Party ” and collectively as “ Parties ”.
 
WITNESSETH:
 
WHEREAS, Licensor is engaged in the business of creating Online Transaction related software and hardware systems and related products and has created and developed a software package called TravelCord  that is intended to use by online travel companies to manage and track consumer transactions using a web based system and is described in greater detail in the attached Exhibit "A" (the " Software" ); and
 
WHEREAS, Licensee desires to utilize such Software in conjunction with its business operation of online travel agency (OTA) to manage its consumer transactions online.;
 
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor's Software to do business of Online Travel Agency (OTA) under the brand name TRIPBORN using web based online platform in pursuant to the terms and conditions hereinafter provided.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
 
1. LICENSE
 
A. Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, non-assignable, right and license to use the Software in connection with its business of online travel agency on its web based platform www.tripborn.com .
 
B. This license is expressly limited to SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED customer and its extended partners.
 
 
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Exhibit 10.4
 
C. No right or license is being conveyed to Licensee to use the Software at any location. Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.
 
2. TERM
 
This Agreement shall be effective as of the date of execution by both parties and shall extend for the period of five (5) year(s) thereafter (five years). This Agreement shall be automatically renewed for additional five year Extended Terms unless Licensee shall provide the Licensor in writing of its intention not to renew the Agreement, said notice to be provided at least one twenty (120) days prior to the expiration of the then in-effect Term.
 
3. COMPENSATION
 
A. In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the User Fee recited in Schedule A (the User Fee) in accordance with the Fee Payment Schedule recited in Schedule A.
 
4. CONFIDENTIALITY
 
A. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for ten years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and shall assume responsibility that its employees, sub-licensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
 
B. Licensee shall take no steps in attempting to reverse engineer the Software.
 
5. INSTALLATION, TRAINING, AND ACCEPTANCE
 
A. Licensor shall install the Software on Licensee's server in accordance with the Delivery Schedule recited in Schedule A attached hereto. At the time of such installation, Licensor shall provide Licensee with appropriate documentation for the Software reasonably acceptable to Licensee.
 
B. At the time of installation of the Software and for no additional consideration, Licensor shall train at least two employees of Licensee in the use of the Software at Licensee's facility.
 
C. In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within 180 days after installation thereof, Licensee shall be deemed to have accepted the Software. Prior to acceptance of such Software, Licensor shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranty provision in this Agreement.
 
 
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Exhibit 10.4
 
6. WARRANTIES
 
A. Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
 
B. Licensor warrants that the Software will perform in accordance with the specifications provided by Licensor to Licensee, a copy of which will be added to this Agreement. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 
C. In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any Licensee and Installation Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
 
7. IMPROVEMENTS
 
Any improvements or modifications made by Licensor to the Software shall be promptly provided to Licensee and shall be automatically included in this Agreement.
 
8. TERMINATION
 
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
 
A. Right to Terminate Upon Notice. Either party may terminate this Agreement on 60 days' written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 60-day period, the breaching party fails to cure such breach.
 
B. Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time on six (6)  months' written notice to Licensor for any reason.
 
9. POSTTERMINATION RIGHTS
 
A. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
 
B. Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
 
 
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Exhibit 10.4
 
10. INDEMNITY
 
Licensor agrees to defend, indemnify, and hold Licensee, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Licensee's use of the Software.
 
11. NOTICES
 
A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
 
B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
 
12. JURISDICTION AND DISPUTES
 
A. This Agreement shall be governed by the laws of Delaware, USA.
 
B. All disputes hereunder shall be resolved in the applicable state or federal courts of Delaware, USA. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
 
13. AGREEMENT BINDING ON SUCCESSORS
 
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
 
14. WAIVER
 
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
 
15. SEVERABILITY
 
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
 
 
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Exhibit 10.4
 
16. ASSIGNABILITY
 
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
 
17. INTEGRATION
 
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
 
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
 
ARNA GLOBAL LLC
 
 
By:Deepak Sharma
 
/s/ Deepak Sharma
SUNALPHA GREEN TECHNOLOGIES
PRIVATE LIMITED
 
By: Sachin Mandloi
 
/s/ Sachin Mandloi
   
   
   
   
Title: President
Title: Director        [SEAL]
   
Date:April 01, 2015
Date:  April 1, 2015
 
 
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Exhibit 10.4
 
SCHEDULE A
 
TO
 
SOFTWARE LICENSE AGREEMENT
 
DATED APRIL 01, 2015
 
BETWEEN
 
ARNA GLOBAL, LLC
 
AND
 
SUNALPHA GREEN TEHCNOLOGIES PRIVATE LIMITED
 
 
1. USER FEE
 
One time Implementation and Customization User Fee shall be Nine Hundred and Fifty Six Thousand Dollars ($9,56,000.00) and Two Hundred and Fifteen Thousand Dollars ($2,15,000.00) for the Initial Term of this Agreement. For each Extended Term, the User Fee shall be Two Hundred and Fifteen Thousand Dollars ($2,15,000.00).
 
2. ADDITIONAL USER FEE
 
Separate agreement with fees schedule will be made for any further ssoftware modification and customization based on the approved business requirements.
 
3. INSTALLATION FEE
 
None.
 
4. ADDITIONAL FEATURES OR UPGRADE FEE
 
For each additional feature made or developed by Licensor after the initial release or installation, Licensee agrees to pay Licensor based on enhancement agreement or schedule.
 
5. DELIVERY SCHEDULE
 
Licensee agrees to install the Software on Licensee portal www.tripborn.com after execution of this Agreement.
 
6. FEE PAYMENT SCHEDULE
 
The User Fee and Installation Fee shall be payable as follows:
 
25 % of User Fee within two years of
Upon execution of this Agreement
15 % of User Fee
Upon installation of the Software on the www.tripborn.com
 
 
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Exhibit 10.4
 
35 % of User Fee Upon Acceptance of the
Software
Upon acceptance by Licensee
25 % of User Fee Enhancement,
Completion of 2 Years in Production environment.
 
 
 
 
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Exhibit 10.4
 
 
EXHIBIT A
 
TO
 
SOFTWARE LICENSE AGREEMENT
 
DATED APRIL 01,2015
 
BETWEEN
 
ARNA GLOBAL, LLC
 
AND
 
SUNALPHA GREEN TECHNOLOGIES PRIVATE LIMITED
 
Web-based Online Transaction System for Online Travel Agency (OTA) to manage their operations and business including management of Airfares, Pricing tool, multi-GDS searches for public, private and market specific airfares. A parallel search for private airfares from databases hosted by each travel partner/consolidator across the globe would leverage their travel businesses. Interfaces multiple Global Distribution System (GDS) content, Third party content and Fare Management Systems (FMS) with scheduled airline host system including Low Cost Carrier (LCC) host, facilitating access to lowest consolidated airfares across the globe with more than 700 plus airlines on one platform. This web-based Online Transaction System must meet following business requirements and use cases:
 

 
ü
Enables travel organizations to source lowest airfares from 700+ airlines across the globe in addition to Low Cost Airlines on single platform
 
 
ü
Single platform enables sourcing of most economical SOTO tickets thereby reducing the time required for searching competitive airfares
 
 
ü
24/7 ticketing capability from 700+ airlines across the globe countries
 
 
ü
Option to hold PNR on time, mitigates the possible loss associated with uncertain PNR status
 
 
ü
Enables transaction in local currency, thereby mitigating the risk due to fluctuation in currency exchange rates
 
 
ü
Adaptable on any platform with a pre-defined itinerary
 
 
ü
Ease of payment through multiple payment options for booking
 
 
ü
Personalized 24/7 support for 365 days for rescheduling, cancellations and other requests enhance the service quality
 
 
ü
Customized branding on e-tickets.
 
 
ü
Automated Accounting and Reconciliations System
 
 
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Exhibit 10.4
 
 
ü
Add your own customized Markups
 
ü
Issue Air Tickets, Hotel and Holiday vouchers with Extended partners Logo or Agency name
 
ü
Maintainability of  multiple vendor accounts
 
ü
Generate instant business reports to view transactions and your customer trends
 
ü
Web services (API) with the consolidated On-line Flights inventory through API (Application Programmable Interface).
 
ü
Facility to access Dynamic Real Time Inventory & Pricing from the Airlines
 
ü
Completely branded and responsive website
 
ü
Functions or Capability to support Build your Brand use case  - Partners website and booking engine (optimized for search )
 
ü
Robust tracking and reporting
 
ü
Online e-ticketing (Add customized Markups) to support Incremental Revenue (Acquire new customers and loyalty functions)
 
ü
Issue Air Tickets with your own Logo or Agency name, Invoice and Accounting
 
ü
Extensive Reporting Capabilities to view transactions and your customer trends
 
ü
Features for Account Management and Credit Management (Deposit/Transfers)
 
ü
In-built, Cancellation, Invoices and Complete Accounting functions.

 
 
 
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Exhibit 10.5


AGREEMENT  
 
 
1.
An agreement made this 05 day of Oct 2015 at New Delhi between the Indian Railway Catering and Tourism Corporation Limited, having its Registered Office at 9 th Floor, Bank of Baroda Building, 16, Parliament Street, New Delhi-110001 and one of its Office at Internet Ticketing Center, State Entry Road, New Delhi- 110055   through GGM/IT  hereinafter called “IRCTC” which expression shall where the context so admits include his successor and assigns of the First Part.
 
 
And

M/s Sunalpha Green Technologies P Ltd. Through Deepak Sharma/ Managing Director (name & designation) having its registered office at 812 Venus Atlantis Corporate Park, Prahalad Nagav, Ahmedabad, Gujarat 380015 hereinafter called “Second Party” which term shall mean and include their successors, legal representatives & assigns of the Second Part.

2.
Whereas the second party has expressed its interest and desire to function as an agent of the first party for selling of E-tickets and whereas Indian Railway Catering and Tourism Corporation Limited has agreed to engage the Second Party as an agent for selling of e-tickets, for travel in trains of Indian Railways, through IRCTC website, for a period of   One year from signing of this agreement. The agreement can be further extended for another term at the discretion of IRCTC .
 
The Second Party agrees to carry on the work in strict accordance with the   terms & conditions contained in this agreement.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
1.
Terms and Conditions of Agreement
The IRCTC provides the facility for transacting with Indian Railway’s PRS System through the Internet. The existing Rules of Indian Railways for reservation and booking of tickets shall apply to all such transactions along with special conditions imposed for Internet based booking from time to time. The special conditions and the terms of service presently applicable to Internet Booking are detailed in this document.

 
1.1.
IRCTC’s performance of this agreement is subject to existing laws and legal processes of Government of India, and nothing contained in this agreement is in derogation of IRCTC’s right to comply with law enforcement requests or requirements relating to use of this Website by the Second Party or information provided to by the Second Party or gathered by IRCTC with respect to such use including the customers. IRCTC may provide details of use of the Website by the Second party to regulators or police or to any other third party, or in order to resolve disputes or complaints.

 
1.2.
If any part of the agreement between IRCTC and the Second Party is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that in opinion of IRCTC most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

 
1.3.
This agreement constitutes the entire agreement between the Second Party and IRCTC and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Second Party and IRCTC.

 
1.4.
That terms & conditions of service applicable on booking of tickets through IRCTC Website apply Mutatis Mutandi on the tickets booked by the Second Party by virtue of this agreement.

 
1.5
The Second Party shall pay Rs. 50 Lakhs non refundable integration charges. Further, annual maintenance charges for the scheme will be as per slab applicable as under:
 
   
AMC
 
S.No
 
Slab approved for RSPs
Annual Maintenance
Charges (AMC)
1.
·      AMC charges are @ Rs. 5 Lakhs per 1000
RSPs or part thereof.
 
Up to 1000
Rs. 5  Lakhs
2.
1001 to 2000
Rs. 10 Lakhs
3.
2001 to 3000
Rs. 15 Lakhs
4.
3001 to 4000
Rs. 20 Lakhs
5.
4001 to 5000
Rs. 25 Lakhs
6.
5001 to 6000
Rs. 30 Lakhs
7.
6000 to 7000
Rs. 35 Lakhs
8.
7000 to 8000
Rs. 40 Lakhs
9.
8000 to 9000
Rs. 45 Lakhs
10.
9000 to 10000
Rs. 50 Lakhs
     

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
2.
Standard and Scope of Service: IRCTC will provide the access of IRCTC website to the Second Party with reasonable care and skill subject to all other risks or error and liability, limitation clauses would remain effective.

 
2.1.
IRCTC makes NO guarantee that any service will be uninterrupted, timely, secure or error free.


3.
OBLIGATIONS OF ( NAME OF THE SECOND PARTY ) AND THEIR   CUSTOMERS

 
3.1.
General Obligations: The Second Party shall access the website only for lawful purposes and shall be responsible for complying with all applicable laws, statutes and regulations in connection with the use of IRCTC website. The Second Party shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works form, transfer or sell any information, products or services obtained from this website. The Second Party shall not create a hypertext to the Website or “Frame” the Website, except with the express advance written permission of IRCTC.

 
3.2.
The information provided by the Second Party   must be complete and accurate. IRCTC reserves the right at all times to disclose any information as IRCTC deems necessary to satisfy any applicable law, regulation, legal process, or Government request.

 
3.3.
The Second Party user will book the ticket as per the normal flow, in the case of ‘E-ticket’. The Second Party should issue receipt for money taken by him from the customer on his own printed stationery. Service charge & Service Tax as applicable should be shown separately in the receipt issued by the Second Party. This receipt should be preserved by the customer to claim refund from the Second Party if it becomes necessary.

 
3.4.
It would be obligatory on the part of the Second Party to impose similar procedure, terms & conditions and rules on all its customers, as IRCTC would follow with its customers, on its website, except that there would be no restriction on the number of tickets booked by the Second Party.

 
3.5.
Payment by the Second Party  to IRCTC for booking tickets on line will be made online, through  Rolling Deposit Scheme (where applicable/ offered) for such payments.

 
3.6
It is obligatory on the part of the second party to start 100 centers within a period of 90 days from the date of signing of the agreement or else the agreement will be treated as void and even all existing agents of the organization will be deactivated.

 
3.7
It is obligatory on the part of Second party to control the activities of their sub agents. If at any stage the sub agent of the Second Party indulges in any fraudulent activity like (but not restricted to) collection of excess charges, alteration of fares on the tickets, issue of duplicate ticket etc., then the Second party shall also be liable for such activity of their sub agents and IRCTC shall be free to take any action and may impose a penalty financial or otherwise which may extend to termination of contract and prosecution under the criminal law for the said offence.

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5

 
3.8.
Disclaimer : Indian Railway and IRCTC are not responsible for wrong booking due to incorrect detail / details furnished by the Second Party.

4.
Cancellation / Refund / Modification of Tickets

 
4.1
IRCTC only provides connectivity for Indian Railways PRS and refunds are made by Indian Railways and  Credited  to the account of the second party by IRCTC as and when received from Indian Railways.  IRCTC will follow with Railways for refund of amount due in these cases but does not bear any liability for delay of non-payment of refund amount, by Indian Railways.

 
4.2
The agents will cancel the ticket online on request of customer and will refund the amount to customer on receipt of money from Indian Railways through IRCTC.

 
4.3
Wherever tickets cannot be cancelled online, agents will write to IRCTC at etickets@irctc.co.in . In turn IRCTC will take up the matter with Zonal Railway concerned and arrange refund. The agents should refund money immediately on receipt of money from Railway through IRCTC.

 
4.4
The Second Party is duty bound to refund the cancellation amount to the customer who booked the ticket after making payment to Second Party and later got it cancelled. The Second Party would not adjust the cancellation amount with any of its previous dues, until and unless the customer is in continuous running account with the Second Party.

 
4.5
If the Second Party misconducts in any refund for cancellation, IRCTC may impose suitable penalty which may extend to termination of the authorization of the Second Party for Internet Booking. This is without prejudice to any other action that IRCTC may take.

5.
Privity of Contract:

The Second Party will book tickets for its customers with IRCTC with clear understanding that:

 
5.1.
There is no privity of contract of IRCTC or Indian Railways with the customer of Second Party in the matter of booking, cancellation or after booking or cancellation, or in relation to any payment or refund for any booking of the tickets.
 
 
5.2.
If the Customer of the Second Party makes any claims of any nature against IRCTC or Indian Railways, then the Second Party hereby agrees to deal with the claims and settle it.

 
5.3.
There will be no additional or exceptional liability in relation to tickets sold to the Party except the normal refund as per the terms and conditions applicable when tickets are sold directly by IRCTC or Railways.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
6.
Liability

 
6.1.
Limitation of Liability: IRCTC shall not be liable to any Party save as expressly provided for in these Terms & Conditions and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise arising out of the use of online booking or connection to the website. IRCTC and/or its respective suppliers hereby disclaim all warranties, terms & conditions with regard to this information, products and services including all implied warranties, terms and conditions, by statute, collaterally or otherwise of satisfactory quality, fitness for a particular purpose, title and non infringement. In no event, shall IRCTC and / or its suppliers be liable for any loss of profit, loss of revenue, wasted time, wasted costs, indirect, incidental, special or consequential loss arising out of or in any way connected with the user of the online booking facility through website or otherwise or with the delay or inability to use online booking facility of IRCTC or of any information, products and services whether based on contract, tort, strict liability or otherwise.

 
6.2.
Accuracy of Information: IRCTC shall use reasonable endeavors to check the accuracy of the information published online or through website of IRCTC. IRCTC give no warranty as to the accuracy of such information given on IRCTC’s website and reserve the right to amend and vary the contents of this website from time to time without notice. The IRCTC sites / services may contain links to third party websites (“linked sites”). IRCTC is providing these links only as a convenience, and the inclusion of any link does not imply endorsement by IRCTC of the site or any association with its operators. The linked sites are not under the control of IRCTC and IRCTC is not responsible for the contents of any linked sites, including without limitation any link contained in a Linked site, or any changes or updates to a Linked site. IRCTC is not responsible for web casting or any other form of transmission received from any “Linked site” and IRCTC is not responsible if the Linked site is not working appropriately.

 
6.3.
Any transaction with third parties including advertisers on the website of IRCTC participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between the Second Party, advertiser or other third party. IRCTC shall not be responsible or liable for any part of any such dealings or promotions.

 
6.4.
Maximum Liability: The maximum amount of IRCTC liability to the Second Party for all loss or damage arising out of online booking through website or otherwise and the service whether in contract or tort (including any liability for negligence howsoever arising out of or in connection with the performance of IRCTC’s obligations in the provision of the website and this service) shall be limited to the value of the ticket purchased through use of this service.

 
6.5.
Exclusion of Liability: IRCTC shall not be liable to the Second Party for any of the following types of loss or damage arising out of use of website and the service whether in contract or tort (including any liability for negligence howsoever arising out of or in connection with the performance of IRCTC’s obligations in the provision of the website and this service): -
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
i. Loss of revenue, business, anticipated savings or profits; or
ii. Any indirect or consequential loss howsoever arising.
 
 
6.6.
Exclusion of other Warranties / Remedies: The Second Party shall acknowledge and agree that in entering into the Agreement, he does not rely on and shall have no remedy in respect of any statement, representation or warranty given by any person (including as to condition, quality and fitness for purpose).

 
6.7.
Force majeure: IRCTC shall not be liable to the Second Party / any other party in respect of any delay in performance of these terms and conditions or delay in performance or breach of the terms and conditions due to any event or circumstances which are beyond reasonable control of IRCTC.

 
6.8
The Second Party shall abide all the Local Laws, Labour Laws etc. IRCTC will not be the “Principal Employer” in case of employees engaged by the Second Party for the purpose of booking the tickets and allied activities.

 
6.9
IRCTC will not be liable to pay any compensation if any error occurs due to any technical or manual fault at the end of the web server holder. The second party has agreed to indemnify IRCTC against all such claims.

7.
Service Hours: Booking through Internet is presently allowed form 00:30 AM to 11.30 PM (Indian Standard Time) on all days including Sundays. Service hours are liable to be changed without prior notice. Agent booking from 8 AM to 12 PM is restricted as per the order of Ministry of Railway.

 
7.1.
Opening day booking ($) (Presently 120th days in advance, excluding the date of journey) will be available only after 8AM, along with the counters. If the Second Party tries booking before 8 AM, for opening days tickets, the reservation will fail, with the Second Party account getting debited; IRCTC will refund the entire , but the bank card/ transaction charges and IRCTC’s service charges are likely to be forfeited.

 
7.2.
Opening day means 120 days in advance of the date of journey (journey date not to be included) from train originating station. Please note that in case of some Intercity day trains, the ARP (Advance Reservation Period) is less than 120 days) For Tatkal booking, opening day presently means one day from date of journey subject to restriction if any imposed by Ministry of Railways from time to time eg if Today is 1st December, then 2nd December will be the Journey day.

 
7.3
The opening days are liable to be changed as per notifications issued by Indian Railways from time to time.

8.
General
 
8.1.
Governing Law: This agreement and the Second Party’s use of the online booking through IRCTC’s web site is governed by Indian Law and the courts of New Delhi, India only. The Second Party hereby irrevocably consents to the exclusive jurisdiction and venue of courts in New Delhi, (India) only in all disputes arising out of or relating to the use of the IRCTC Sites/ Services.

 
8.2.
Entire Agreement: This Agreement including any document referred to herein constitutes the entire agreement between IRCTC and the Second Party in respect of use of this service by the Second Party.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
8.3.
Third Party Rights: Nothing in this Agreement shall be taken as granting any rights expressly or implicitly whether contractual or statutory to persons other than the Second Party or IRCTC.

 
8.4.
In case of any dispute it shall be compulsory for the Second Party to first submit to the Arbitration of a sole Arbitrator not below the rank of General Manager/ IRCTC to be nominated by MD/IRCTC after a request is made in written by the Second Party or IRCTC. The decision of the Arbitrator shall be binding on both the parties. The language of the Arbitration shall be English and the venue of Arbitration will be New Delhi only.

 
8.5.
No claim would be preferred by the second party in any Court or Tribunal without giving 60 days notice in the nature of Section 80 CPC to the IRCTC.

 
8.6.
If any customer of  Second Party Institute any proceedings against IRCTC, the concerned   Second Party would be liable to make good all the loss occurring to IRCTC as a result of those proceeding, including the cost of defending the proceedings wherever these are due to deficiency of second party. Further, whenever there is deficiency on account of both the parties, the liability will be divided proportionately.

 
8.7.
On expiry of the validity of recognition of Second Party by Railways where applicable, the access provided to such Second Party would be deactivated by IRCTC unless renewed by Railways and conveyed to IRCTC.

 
8.8.
Below is the list of the maximum charges to be levied on the customer.   These charges are as fixed by Indian Railways and are liable to change without notice at any point of time .
IRCTC  Service
Charge
 
Plus service tax as
applicable
Agents Service Charge
(Inclusive of Service Tax)
Total (IRCTC + Agents)
 
Sleeper
AC
Sleeper
AC
Sleeper
AC
Rs.20/-
Rs.40/-
Rs.10/-
Rs.20/-
Rs.30/-
Rs.60/-

Payment Gateway charges on actual   can also be realized by the Second Party (RDS account  holders) as under: -

1% of transaction amount for value above Rs. 2,000

0.75% of transaction amount for value upto Rs. 2,000


The above charges are inclusive of Service Tax. Service Tax as applicable should be shown separately in the receipt issued by the Second Party.


9.
IRCTC’s Termination Rights: IRCTC may at any time at its sole discretion and without giving any reason or any prior notice terminate or temporarily suspend the Second Party’s access to all or any part of the website.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
10.
Exclusion of liability for cancellation of trains: In case of cancellation/ diversion/ termination / short of destination of trains, the Indian Railways Rules which contain limitations and exclusions relating to the liability of the Indian Railways to the customer in respect of loss or damage caused by the delay/diversion/termination short of destination and / or cancellation of any train, any missed connection, or closure of the railway shall apply.

The IRCTC provides only the facility of interacting with the Indian Railway’s PRS system through the Internet. The IRCTC is not responsible for providing train services or any other service through this site.

 
11.
In witness whereof, the said parties hereto have set their hands at the place and on the dates respectively shown hereinafter.



Authorized Representative of the Second Party
GGM/IT
 
IRCTC, New Delhi
Sunalpha Green Technologies Pvt. Ltd.
(Stamp/Seal)
/s/ Deepak Sharma, Director
 
 
 (Stamp/Seal)


Witnesses
Witnesses
   
1. Sachin Mandloi
1.
   
    /s/ Sachin Mandloi
    /s/ illegible
   
2. Keyur Otadhiya
2.
    /s/ Keyur Otadhiya
   /s/ illegible



(NOTE:-
Signature of the Second Party and the Stamp / Seal on each page of Agreement is essential )
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
Annexure I


Procedure order for E-Rolling Deposit Account

 
1.
A separate bank account will be opened with ICICI Bank Ltd. titled as “ IRCTC-E- Rolling Deposit Account” with Internet Banking viewing facility.

 
2.
Internet banking viewing facility will be given to authorized signatories to the bank account such as Managing Director, GGM (ITS), JGM (F) & CS, Manager (F) and AM (F). In addition to this the Internet Banking viewing facility would be given to nominated staff authorized for receiving cheques /drafts and nominated staff of Finance Department.

 
3.
Deposit can be  minimum of Rs.2,00,000/--  and when the minimum balance in the deposit account reaches the prescribed minimum level of Rs.1 lakh the booking through the deposit account will  be stopped.

 
4.
Deposit from the customers would be received through Cheque/Demand Draft/RTGS/EFT only in favour of IRCTC E-Rolling Deposit Account.

 
5.
Deposits to this account (IRCTC E-Rolling Deposit Account ) can also be made through Direct Debit/Net Banking.

 
6.
In case of payments received through cheques/drafts, the booking of tickets will be permitted after period of 5 days after receipt and realization of cheque/draft. In case of payments received through RTGS/EFT, the booking of tickets will be permitted after period of 3 days, after ascertaining confirmation of credit. In order to save time in ascertaining realization of cheques/drafts etc., the customer should be advised to remit the payment through RTGS/EFT.

 
7.
No interest will accrue in the deposit account.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
8.
The amount deposited with IRCTC would be used only for purchase of Railway Tickets through IRCTC.

 
9.
Banks may levy transaction charges on the online deposits made to this E-Rolling deposit account as per existing banks rules. IRCTC will not bear any charges on this account.

 
10.
Payments through credit cards will not be accepted.

 
11.
Cheque and Drafts will be received from the customers interested in booking of tickets through rolling deposit scheme by the nominated staff of account department placed at Internet Ticketing Centre,1 ST floor,IRCA Building,State Entry Road,ND-55. Thereafter the cheques and drafts would be handed over to nominated staff in Finance Department for deposit in the bank account.

 
12.
Wherever the payment to the account is remitted through direct banking/net banking/RTGS/EFT, the customer should forward letter indicating the amount remitted in IRCTC E-Rolling Deposit Account, to the above stated nominated staff. Thereafter the said nominated staff would forward necessary details to nominated staff in Finance Department at Internet Ticketing Centre, 1 ST floor, IRCA Building, State Entry Road,ND-55.  for ascertaining verification of credit.

 
13.
The nominated staff in Finance Department, through his internet banking password would ascertain realization of the cheque /bank draft and the details will be submitted in the following written format at the end of everyday, if there are any amount is realized to this effect: -

S.No.
Name of the
User/customer
Cheque/
DD No.
Bank
Name
Amount
Deposited
Date of
receipt
Date of
Deposit
Date of
realization
           
 
 
               
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
It will be the absolute responsibility of such nominated staff to ensure that the information furnished in the above format is correctly given.

A copy of the said format will be forwarded to nominated staff placed at 2 nd Floor, STC Building, who will also confirm through Internet Banking facility about realization of the cheques etc. Thereafter, the above format would be sent to operations department for Updation of deposit to various rolling deposit customer’s account.

 
14.
Operations department will maintain the deposit account in electronic form in the following format: -



Date
Opening
balance
Amount
deposited
Booking Details
Refunds
Closing
Balance
Amount
Tickets
Pass
Amount
TXN
                 
                 

 
15.
It shall be the absolute responsibility of the operations staff to ensure that the amount is credited in the party’s account only after receipt of written confirmation from nominated Finance staff and matching the customer’s details, amount etc. as per the written communication received from the customer, in this regard.

 
16.
In case of failed transactions for deposit to the E-Rolling deposit account. The amount debited to the user will be credited back to the users’ rolling deposit account.

 
17.
All the booking should be debited to deposit account of a particular customer by the operations. Similarly, all the refunds or cancellations of tickets should be credited to the deposit account of a particular customer.

 
18.
At the end of the month a statement on each customers’ rolling deposit account would be generated by operations department and a copy of the same should be given to Finance Department for recording sales, purchase, refunds and reconciliations etc. as may be required for accounting purposes.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
19.
If the member wished to terminate/close the E-rolling deposit account he/she may terminate his/her E-rolling deposit account by providing notice in writing.

 
20.
In case of termination of E rolling deposit facility, the amount in the E rolling deposit account will be returned to the customer by way of cheque after realizing all the dues of IRCTC.

 
21.
Wherever the E rolling deposit account is closed/terminated prior to a period of six months, an administrative charge of Rs.5,000/- would be recovered from the balance available with IRCTC in the customer account.

 
22.
If the cheque of the customer is dishonoured due to insufficient funds, a fine of Rs.5000/- would be imposed on the rolling deposit customer, dealings with IRCTC would be banned and an action under section 138 of Negotiable Instruments Act will be initiated.

 
23.
A committee consisting of Manager (Finance) and GM (OPS) will review the records maintained at Internet Ticketing Office on three days basis and weekly review/audit will  be done by GGM (ITS) and JGM (F) & CS.

 
24.
The above procedure has been devised, keeping in view internal checks and control required for audit purposes.

 
25.
Transaction Password shall be used by the user to debit the E rolling deposit account i.e. for booking of tickets via E rolling deposit account.

 
26.
Secrecy of Transaction password shall be the responsibility of the E rolling deposit user.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
27.
IRCTC will create the sub-users under specified Master users. The Master  user/Co user will have the option to change the password and the Master user will be responsible for all the transaction made using the user Ids assigned to him. Password given by IRCTC shall be changed immediately or receipt of mail. In case password is no changed. IRCTC, will not own any responsibility of the after effects.

 
28.
Master user will intimate IRCTC about creation of sub users.
 

 




 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
Annexure II

RULES AND REGULATIONS

Mandates for Registration
 
 
 
 
·
Registration as an agent in IRCTC is issued for booking of E- Tickets only    (except     RTSA agents, who are authorized by Railways).
 
 
·
Agents are required to give the correct address, Mobile No mail id & PAN No. in the registration form.
 
 
·
Change of address should be intimated to IRCTC immediately along with the original certificate issued by IRCTC, in order to issue a fresh certificate.

 
·
IRCTC’s rules & regulations are to be read properly & followed strictly. Ignorance of the same cannot be considered as a valid reason. The agents must be fully aware of the extant rules.

 
·
Agents should verify the ids provided to them and also the authorization certificate issued by IRCTC. If by mistake, id of another agent is issued to them they should immediately inform their agent group

 
·
Agents should keep a sign board outside their agency in which IRCTC’s logo can be displayed. IRCTC’s logo (Soft copy) will be sent by e-mail on request by the Agent. Sign Board should include: display of rules & regulations, IRCTC service charges, agent services charges, payment gateway charges etc.

 
·
Certificate of Authorization issued by IRCTC should be prominently displayed at the agency.

 
·
Agents should practice good business ethics.

Mandates for Booking/ Cancellation of Tickets

 
·
Tickets should be booked only when the customer approaches.

 
·
The agent must ensure that the transaction (Booking or cancellation) is done with the complete knowledge and acceptance of the customer.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
·
It is mandatory for all agents to take the written requests and a copy of the ID proof from the customers for both booking & cancellation of the tickets. These requests are to be preserved for a period of six months .
 
 
·
Mobile number of the customer or one of the passenger(s) while booking the ticket is mandatory. Mobile number of the passenger(s) must be indicated on ERS.
 
 
·
The ERS issued by all the agents should be strictly in the format prescribed by IRCTC. ERS issued by the agent should contain name and full address contact details of the same agent and the name of the Principal agent.
 
 
·
Agents must issue receipt on their own stationary for the amount collected from the customers.
 
 
·
The receipt should contain details like Railway Fare, IRCTC’s service charges, agents service charges, payment gateway charge etc. (The service Tax as applicable on the agents service charges should be shown separately in the receipt).

 
·
Service charges of Agent includes booking as well as cancellation transactions .
 
  Mandates for Filing TDR/Refund
 
 
·
It is mandatory for the agents to obtain a written request from the customers  before TDR cases are filed with the Railways.
 
 
·
If cash cards are used, it is pertinent to retain the exhausted cards for   refunds, if any.
 
 
·
Agent must refund the money as per cancellation rules to the customer immediately in all cases.

 
·
Whenever the cancellation ticket amount / the TDR refund amount which is credited back in the agent’s account used for ticket booking could not be refunded to the customer due to various reasons, the money must be returned to IRCTC.
 
 
·
Agent to send regular reminder to tdrprocess@irctc.co.in for checking the TDR refund status. The same shall be provided online in web interface.

 
·
Along with the refund, the refund details must be provided to the customer during cancellation.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
·
In case of refund of e- tickets which could not be cancelled on website, the agent must inform the customer about the process, take contact details & remit the refund to the customer as and when it is credited in the agent’s account.
 
Mandates for the Agent Group
 
 
 
·
Agents or the Organization should register their Outlets / Branches only if minimum basic Infrastructure already exists. The Agency should have its own office with valid license for online ticket reservation and efficient staff to handle the booking / delivery of e- tickets as and when required.
 
 
·
Principal agent should ensure proper antecedent and character/credential verification before   appointing sub-agents and keep a record of these documents and should be able to provide them to IRCTC as and when required. A declaration to this effect has to be submitted by the Principal Agent at the time registration.
 
 
·
It will be obligatory on the part of the Principal agent to control the activities of their sub agent. The Principal agent will be equally liable for all civil and criminal liabilities of their sub- agent.
 
 
·
Agent Group or organizations with or without web services should keep a close watch on the conduct of their agents & in case of receipt of complaint   against any agent by the customers then the agent ID should be deactivated at the operators end immediately, under intimation to IRCTC
 
 
·
Principal must monitor each sub agents activity. Monthly MIS for complaints of customers, active and de-active summary, transacting and  non transacting summary must be submitted by Principal Agent
 
 
·
Principal agent must make changes in front end software on the portal for a provision to store mobile number of any one of the desiring passenger(s) traveling on e-ticket and strictly ensure that while filling of requisition slip for booking e-ticket, agents obtain and feed the mobile number of passenger for sending SMS alerts in all cases wherever the mobile number is available.
 
 
·
Compliance has to be ensured from the agents in this regard and watch should be kept for any fake number/ repeat number/ dysfunctional number being feed when booking/ cancellation is done by agent.
 
 
·
Agent group should educate their sub-agents regarding rules and regulation of IRCTC or about ticket booking software (in case of web services agents) etc.

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
·
Principal agent should ensure complete sharing of information & full cooperation with IRCTC.

 
·
All mails / references made by IRCTC in agents matter should be replied back within (7) days.

 
·
Request for additional registrations will be considered only after assessment of the performance of the company for previous quarter as per policy. Number of such registrations to be allowed is  at the discretion of the competent authority.
 
 
·
Request for Renewal to be made 2 months before the date of expiry of the contract along with a 3 months performance report of agents. Renewal will be considered based on the performance of the sub agents.


Dont’s  for the Agents

 
·
No advertisement in any form whether in print or press media is to be issued without prior permission from IRCTC in writing.

 
·
Collection of extra charges in any form whether for cancellation of the ticket    or checking the availability status from the customers forbidden.

 
·
Booking of I- tickets or counter tickets  is prohibited & punishable with minimum punishment of immediate   deactivation of the user id.

 
·
Sharing of access credentials to web services is strictly prohibited .Transfer of agent ID    given to Agents by IRCTC or Master group   is Prohibited and IRCTC will initiate action against the agent group if found guilty in such matters. Punitive action will be initiated as mentioned in the Annexure ‘A’ .
 
 
·
Agents should not book tickets using any other wrong ID except only through IRCTC provided agent ids. Agents if found to be using wrong id, then their ids will be deactivated immediately as well as legal action will be taken against them. Punitive action will be initiated as mentioned in the Annexure ‘A’ .
 
 
·
Transfer & re-sale of Tickets is punishable under Indian Railway Rules under Sec.142.

 
·
Agents are prohibited to print Reservation Application Forms with IRCTC Logo on top.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
·
Popularizing the organizations name as authorized Railway Agents is strictly prohibited. The agents are “IRCTC authorized E- Ticketing agents”.

 
·
IRCTC’s logo should not be used in Visiting Cards, Letterheads, and Pamphlets or in any other forms unless approved by IRCTC.
 
 
·
Session management by the Principal should be taken care of.
 
 
·
Use of back or refresh option while booking tickets and Login page should not be kept idle for a long time (applicable for internet café scheme on www.irctc.co.in.)

 
·
Book of benami e- tickets is strictly prohibited (anybody doing so will be prosecuted).

 
·
Blocking of accommodation by giving fictitious names in   any train is strictly prohibited  As per the Indian Railways Act-1989 blocking of accommodation is a criminal offence and is punishable (annexure ‘A’)

 
·
Modification/Alteration/Tampering the Electronic Reservation Slip (ERS) is strictly prohibited. Any such act will be considered as a criminal activity and is punishable u/s 420 of the Indian Penal code, if brought to the notice of IRCTC.

 
·
Software tampering is strictly prohibited. Any activity restricted by IRCTC like unauthorized branding, Tatkal Robot Facility, saving booking form either at server or at client machine or allowing Tatkal form to be opened before stipulated Tatkal time or during the banned time period (8.00 AM to 9.00AM) , use of technology for gaining unfair advantage in Ticket booking Technical problems (making changes without proper testing etc) etc.,. Punitive action will be initiated as mentioned in the Annexure ‘A’ .

 
·
Cancellation of the tickets without the knowledge and request of the customer is prohibited.

 
·
Changing the profile by entering new details even if update profile link is available (Rare cases) in the left panel in IRCTC website after logging in is strictly forbidden. If updated, will be reverted as individual user loosing the functionality of agent booking.
 
 
·
Do not lose the Digital Certificate as the agent will not be able to login without the certificate.

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
NOTE:All fraudulent activities like Overcharging, booking tickets thru personal user id’s, creating multiple user id’s will be dealt strictly. The minimum punishment will be deactivation and also further legal action will be initiated against the agent (Punitive action will be initiated as mentioned in the Annexure ‘A’) .
 
 
 
ANNEXURE ‘A’

As per clause 3.7 (B2B) and 4.5 (Inernet café) agreement(s) which inter alia provides that  ”the second party shall be equally liable for all civil and criminal liabilities of their sub-agent. If at any stage the sub-agent of the Second Party indulges in any fraudulent activity like (but not restricted to) collection of excess charges, alteration of fares on the tickets, issue of duplicate ticket etc. Then the second Party shall also be liable for such activity of their sub agents and IRCTC shall be free to take any action under civil and criminal law.”  The said clause will be applicable if the mandates are not followed   by the Principal agent or sub-agent, and following punitive action will be taken by also invoking the clause 9.1 (B2B) and 10.1(Internet café) of agreement(s):

S.No
Category of malpractice
Penalty on Principal agent and
Sub-agent
1.
Software tampering -Any activity restricted by IRCTC like unauthorized branding, , Tatkal Robot Facility, saving booking form either at server or at client machine or allowing Tatkal form to be opened before stipulated Tatkal time or during the banned time period (8.00 AM to 9.00AM) , use of technology for gaining unfair advantage in Ticket booking Technical problems (making changes without proper testing etc), Sharing of access credentials to web services, Unauthorized Sale of Agency, etc.,.
Principal agent deactivated for 06 month in the 1 st instance and for 2 nd instance, services will be permanently terminated.
Plus
A penalty of Rs.20,000 /- per complaint/per agent will be imposed on the Principal agent for the offence/ irregularity committed by the agent himself or by the sub-agent.
plus
Sub-agent ID of such corporate outlet will be permanently deactivated and debarred from booking e-tickets for the customers, thereafter.
Plus/or
FIR will be filed  against the agent for cheating/duping the system as well as customers   under advice to this Office

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5

2.
Point of sale fraud - complaints of overcharging, non-payment of refunds like TDR refund claims, non-refund of cancellation amount, charging of cancellation charges etc.
Further registration of sub-agents for   that agent group will be stopped for six months.
plus
A penalty of Rs.20,000 /- per complaint/per agent will be imposed on the Principal agent for the offence/ irregularity committed by the agent himself or by the sub-agent.
plus
A penalty of double the   amount of such overcharging/non payment will be imposed on the Principal agent which will be payable to IRCTC
plus
The sub-agent ID of such   outlet will be permanently deactivated and debarred from booking e-tickets for the customers, thereafter.
Plus/or
FIR will be filed  against the agent for cheating/duping the system as well as customers   under advice to this Office
 
3.
Non compliance of Booking/cancellation mandates -For other fraudulent activities such as faking as a normal user and booking on website using multiple user IDs, Manipulation of ERS, sale of I tickets, Booking of benami tickets, ,Transfer or resale of tickets, blocking accommodation giving fictitious names, cancellation of ticket without the knowledge of customer, Non filing of TDR on request of Customer.
A penalty of Rs.20,000 /- per complaint/per agent will be imposed on the Principal agent for the offence/ irregularity committed by the agent himself or by the sub-agent.
Plus
The sub-agent ID of such franchisee/corporate outlet will be permanently deactivated and debarred from booking e-tickets for the customers, thereafter
Plus/or
FIR will be filed  against the agent for cheating/duping the system as well as customers   under advice to this Office
 

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5

4
Non compliance of  other mandates -Any agent outlet, if found without proper display of sign board indicating the IRCTC instructions viz Service charges, Payment gateway charges,  without IRCTC registration certificate being displayed, non collection of the requisition form for reservation/cancellation etc.,
 
 
 
 
 
Any advertisement in print or press media without prior permission  from IRCTC in writing. Misuse of IRCTC LOGO without prior permission from IRCTC
 
 A penalty of upto Rs.5,000 /- per complaint/per agent will be imposed on the Principal agent for the offence/ irregularity committed by the agent himself or by the sub-agent.
Plus
In the first instance Sub-agent will be given a warning and in the second instance sub agent ID will be permanently deactivated
(Rs.5000/- for non collection of Requisition form from customer for reservation/cancellation  &  Rs.1000/-  if agent outlet found without proper display of sign board indicating the IRCTC instructions viz Service charges, Payment gateway charges).
 
A penalty of Rs,10.000/- per complaint/per agent will be imposed on Principal agent.
Plus
 
Sub-agent ID will be deactivated for 6 months.
(If the advertisement is given by Principal Agent in print or press media without prior permission from IRCTC – Temporary suspension of services to Principal agent.  Imposing of penalty and revoking of suspension will be decided by the competent authority case by case.
 
5.
If any of the sub-agents found not booking tickets (non-transacting agents)  for six months after registration
IRCTC will deactivate such Sub user ID permanently with the consent of the Principal Agent (subject to amendment as per revised policy).
 
6.
If PAN No is not provided by any existing Principal agent or Sub agent   within the stipulated time.
If verified details like address, PAN No. alongwith ID proof is not provided by New Principal agent or Sub agents
Such agency will be disabled till such time the PAN No. is provided to IRCTC.
Registration will not be processed.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
NOTE ; If penalty  imposed is not received within the stipulated period the same will be debited from RDS account of the Principal agent or if no RDS account is maintained the Principal Agent will be disabled till such time the amount is  received in IRCTC.

For Principle agents:

 
·
If complaints are received and proved against 5 different agents of a   principle agent in a period of 01 month then a showcause notice will be issued. If 2 show cause notices are issued to a company, legal action will be initiated.

 
·
If between 6-10 complaints are received and proved against different agents of a principle agent in a period of 01 month then a principle agent will be deactivated for 01 month. If two such incidences are reported legal action will be initiated.

 
·
If between 11-15 complaints are received and proved against different agents of a principle agent in a period of 01 months then a principle agent will be deactivated for 03 month. If two such incidences are reported, the principal agent will be permanently deactivated.
 
·
If more than 20 complaints are received and proved against different agents of a principle agent in a period of 01 month  then the services of the principle agent will be terminated for 06 months. If the same is repeated the principal agent will be permanently deactivated.
 
 
For the false TDR claim :
 
·
Permanent deactivation of agent ID.

Any other complaints received against agent/agent group in violation of IRCTC/RAILWAY rules and regulations – action will be initiated as per the decision of the competent authority case by case.

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5

Annexure III

IRCTC TERMS AND CONDITIONS

Bottom of Form
IRCTC API
 
 
Terms & Conditions
This is a legal agreement between you (name of the partner) and IRCTC. By accepting these terms, you are representing that you have the authority to bind the party being issued a access credentials for this API (you and that party collectively referred to as “ you ”). The “ access credentials ” is the API Program user passkey given to you by IRCTC upon successful access for this program. In exchange for use of and access, and IRCTC's proprietary API and its specifications you agree to be bound by the terms of these API terms and conditions (the “ API Agreement ”). The   APIs are a feature of the IRCTC   program and any account management using the   API is also governed by the   terms and conditions between you and IRCTC. “ IRCTC ” in this Agreement means the IRCTC entity with which you have entered into your   Terms (e.g., IRCTC Inc., IRCTC Limited, etc.) and its affiliates.
The   API, Specifications are, as applicable, the intellectual property and proprietary information of IRCTC. Any right to use, copy or to retain a copy of the   API and the   API Specifications is subject to and contingent on your full compliance with this   API Agreement. If you violate any part of this   API Agreement, (i) your access to the   API may be suspended or terminated without notice and you have no right to use the   API or (ii) as liquidated damages, you may experience service degradation and/or prices charged to you for usage may be changed. If you wish to terminate all or part of this   API Agreement, you must cease all use of the   API.

I. DEFINITIONS

The following defined terms have the following meanings for the purpose of this   API Agreement:
 
·
The “ use ” of the API means: (A) the use of the API Specifications to (i) access IRCTC servers through the API, (ii) send information to sub agents’ accounts using API Client, or (iii) receive information from IRCTC in response to API calls; and/or (B) distributing or developing an API Client.
 
·
An “ account owner ” means the owner of record of an account or a party whom the owner of record has authorized to access and manage that account.
 
·
API Management Data ” means API Input Data passed to the API servers using various IRCTC provided Functionalities.
 
·
An “ API Client ” means the system of (i) software that can access or communicate with IRCTC's servers using the  API Specifications (the “ API Primary Client ”), and (ii) software that can Communicate API Data with that API Primary Client.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
·
Communicate ” means that two software applications, directly or through any other software, can transfer data in one or both directions by any means, regardless of the mechanism or semantics of the communication and even if the communication mechanism is one traditionally considered a communication mechanism between two separate software applications (e.g. pipes or sockets).
 
·
API Data ” means IRCTC specified API Input/output Data.
 
·
API Input Data ” means any data, instruction or content sent to IRCTC using the API.
 
·
API Specifications ” means all information and documentation IRCTC provides specifying or concerning the API specifications and protocols and any IRCTC-supplied implementations or methods of use of the rail E ticketing APIs.
 
·
 
·
API Client ” means a API Client (a) developed only for one party who (together with its Affiliates) will be the sole Owner, and (b) which is used only by employees of the Owner to manage advertising for the Owner's customers’ products and services (e.g., an agency or reseller managing or purchasing advertising for other parties). Any API Client that is used by the Owner’s users, partners or customers is expressly excluded from the definition of an API-Client.
 
·
Third Party ” means a party other than IRCTC or you and includes without limitation any database, software or service owned by or under the control of a party other than IRCTC or you.
 
II. API USE
 
1.
Permission to Use . You may use the API only in accordance with the terms and conditions of this API Agreement. You must use the access credentials at all times. You may not use any Third Party credentials in an API Client unless permitted in writing by IRCTC.
 
2.
Non-Compliant  API Clients . You shall not use an API Client that violates this API Agreement.
 
3.
API Report Data .
 
a.
Transfer of API Report Data.  You shall not sell, redistribute, sublicense or otherwise disclose or transfer to any Third Party all or any portion of API Report Data (except that you may disclose the API Report Data from a particular account to the owner of that account).
 
b.
Access Credentials . You take responsibility for any and all use of the API using your Access Credentials , if obtained directly or indirectly from you.
 
c.
Security . You shall use all reasonable efforts to keep all API Data in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All data transfer using the API must be secured using at least 128 Bit SSL encryption, or for transmissions directly with IRCTC, at least as secure as the protocol being accepted by the API servers.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
d.
Data Collection . Except as expressly permitted by IRCTC under a IRCTC product or service feature, you shall not use any automated means (for example scraping or robots) other than the API to access, query or otherwise collect IRCTC-related information from IRCTC, the Program or any website owned or operated by you or a IRCTC partner site that displays rail e ticketing data (collectively “ IRCTC Scraping ”).
 
4.
IRCTC Monitoring . You acknowledge that IRCTC may monitor any API activity for the purpose of ensuring quality, improving IRCTC products and services and compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from IRCTC your s API activity. IRCTC may use any technical means to overcome such interference.
 
III.   API CLIENT DEVELOPMENT AND DISTRIBUTION
 
1.
Permission to Use . You may use the API and API Specifications to develop and distribute an API Client only in accordance with the terms and conditions of this API Agreement. For example, any API Clients you use, develop or distribute must meet the criteria set forth by IRCTC.
 
2.
API Clients .
 
a.
Account Data . The API Client must neither enable nor allow any party to access or use any data obtained through IRCTC Scraping. The API Client must neither enable nor allow any party to access or use the account, passwords, API Data or any other account information of a party other than the then-current end-user (which includes parties acting on an end-user's behalf and authorized by that end-user to do so), whether or not the API Data is in identifiable or aggregate form.
 
b.
Information Transfer . Notwithstanding anything to the contrary in this API Agreement, API Clients may only use or transfer API Data
 
c.
Co-Mingling of API Data . This Section apply to API Clients.
 
i.
Editing of the fields across IRCTC and Third Parties is not allowed in the same tab or screen.
 
ii.
Copying Data . The API Client may not offer a functionality that copies data between IRCTC and a Third Party.
 
d.
No Distribution . Except in the case of a Complete Sale of API Clients and API Clients may not be distributed (e.g., transferred, licensed or sold) (i) the Owner (except temporarily during development and testing in a non-live environment) or (ii) an agent of the Owner acting on the Owner's behalf and using that client solely to advertise the Owner's own products and services.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
e.
Required Minimum Functionality . All API Clients must expose at least as much functionality as is set forth by IRCTC. It should include a particular function; all aspects of that function and all API calls related to that function must be enabled and exposed. API Clients will need to expose any additional functionality added to the IRCTC list within 4 months after those functionalities are added to the IRCTC List. This Section does not apply to End API Clients and Internal API Clients; provided, however that the Owner provides IRCTC with reporting data, as frequently as existing reporting, but no less than on a monthly basis, that discloses the IRCTC spend and performance (i.e., total spend, click, impression) attributable to the customer’s advertisements with IRCTC in a reasonably prominent location.
 
f.
Security . Each API Client must have adequate protections in order to keep secure and prevent the interception of all IRCTC API Data and credentials. All such information must be kept in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All API Clients must transmit data with a protocol at least as secure as 128 Bit SSL encryption, or for transmissions directly to IRCTC, at least as secure as the protocol being accepted by the API servers.
 
g.
Data Collection . The API Client must not enable IRCTC Scraping or accept data from IRCTC Scraping.
 
h.
Personally Identifiable Information . The API Client must not collect personally identifiable information of any party unless it first informs the user about the types of information being collected and how that information may be used and then obtains the user's express permission for those uses.
 
i.
Compliance with Law . The API Client must comply with all applicable government laws, rules and regulations and any Third Party's rights and must not operate in a manner that is, or that a user of the API Client would reasonably consider, deceptive, unethical, false or misleading.
 
j.
Duty not to Interfere . The API Client must not interfere or attempt to interfere in any manner with the proper working of the API. Each API Client must pass IRCTC outlined API Specification. You must not modify the API Client except that you may modify if expressly permitted by in writing by IRCTC.
 
k.
IRCTC Monitoring . The IRCTC API Client must not, and must not attempt to, interfere with IRCTC monitoring of API activity or otherwise obscure from IRCTC API activity. IRCTC may use any technical means to overcome such interference, including without limitation suspending or terminating access of the API Client.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
l.
Automated Use . You may not provide a Third Party the ability to, via automated means, use the IRCTC rail ticketing API — all Third Party use must be by a human user via the API Client user interface..
 
3.
IRCTC API Client Branding .
 
a.
Logo Use . Unless otherwise agreed in writing by IRCTC, this API Agreement does not grant you any rights to use or display IRCTC logos or trademarks or any other rights to IRCTC Brand Features (defined below), except that you may textually refer to IRCTC in your API Client as required and consistent with this API Agreement.
 
b.
Brand Feature Rules . IRCTC may withdraw any license to any IRCTC Brand Features at any time for any or no reason. You shall not alter Brand Features in any way at any time (for example, changing color or size) without IRCTC's prior written permission. You shall not display Brand Features on, or associate Brand Features with, any “adult content” or illegal content. Goodwill in the Brand Features will inure only to IRCTC's benefit and you obtain no rights with respect to any of them. You irrevocably assign and must assign to IRCTC any right, title and interest that you obtain in any of IRCTC's Brand Features. You must not at any time challenge or assist others to challenge Brand Features or their registration (except to the extent you can't give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to IRCTC's. “ Brand Features ” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of IRCTC, including without limitation the   Logos.
 
 
c.
IV. THE  IRCTC APIS IN GENERAL
 
1.
Payment for Usage .
 
a.
Rates and Units . The number of quota units consumed by each type of  API operation is set forth on the IRCTC API rate card  “Quota Charges” means amount charged per quota unit consumed. You shall pay to IRCTC all Quota Charges per month, as set forth on the IRCTC API rate card.
 
b.
Pricing Changes .
 
i.
New Features . For newly available API operations, IRCTC may set both the Quota Charges per quota unit and the number of quota units consumed by those new API operations at any time by notifying you or posting such pricing changes to IRCTC's rate card.
 
ii.
Existing Features . Adjustment to IRCTC's rate-card for the number of quota units consumed by any existing API operations will take effect any time 15 days after notice to you. Any changes to Quota Charges per quota unit will take effect any time at least 30 days after notice to you.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
iii.
Preferred Pricing . Note that preferred pricing for Quota Charges may be available. IRCTC reserves the right to cancel your access to and modify or terminate the preferred pricing at any time.
 
c.
Payment Terms . You shall pay all charges in  INR, unless otherwise set forth between you and IRCTC in writing, by (a) prepayment, (b) upon invoice due date, or (c) any other method accepted by IRCTC for  API payments. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for (y) any taxes, government charges, and (z) reasonable expenses and attorneys fees IRCTC incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the invoice date (this does not affect your credit card issuer rights). Charges are solely based on IRCTC's measurements of quota usage. Nothing in these terms may obligate IRCTC to extend credit to any party.
 
2.
NO GUARANTEED ACCESS .
 
a.
No Continued Access OR STANDARD . S ubscribers/Principal agents/Partners/Govt. agencies ACKNOWLEDGE AND AGREE THAT IRCTC may suspend or terminate your access to the API, OR CHANGE ANY OF THE API SPECIFICATIONS, PROTOCOLS OR METHODS OF ACCESS for any or no reason and will bear no liability for such decisions. It is solely your responsibility at all times to backup your data AND to be prepared to manage your accounts and conduct your business without access to the IRCTC API.
 
b.
No Service Level . IRCTC DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE IRCTC API WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.
 
3.
Inspection for Compliance to IRCTC .
 
a.
User-Interface Inspection . Subscribers/Principal agents/Partners/Govt. agencies agree that IRCTC may inspect your API Client user interfaces at any time. Any such inspection must be during normal business hours. You must allow IRCTC to visit your place of business, or inspect all functionality of your API Client to IRCTC's reasonable satisfaction in some other manner agreed between you and IRCTC, within 7 days after notice from IRCTC that IRCTC desires to inspect your API Client interfaces. IRCTC's inspection shall consist only of a thorough walk-through with IRCTC of each screen in your API Clients on which IRCTC API Data is displayed or inputted. At the conclusion of such inspection, you shall provide IRCTC with a signed certification that you showed IRCTC all such screens.

SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
4.
Client Software Principles . Your development and distribution of any software application that accesses IRCTC, including without limitation your development or distribution of any API Client, must at all times comply with the IRCTC Dos and Donts.
 
5.
Compliance with Law and Policies . You are responsible for complying with all applicable IRCTC laws, rules and regulations, all Third Party rights and all IRCTC policies regarding E ticketing . You shall not use the API in a manner that violates such laws, rules and regulations, Third Parties' rights or any IRCTC policies or in a manner that is deceptive, unethical, false or misleading.
 
6.
Duty not to Interfere . You shall not interfere or attempt to interfere in any manner with the proper working of the IRCTC API.
 
7.
Usage and Quotas . IRCTC may, in its sole discretion, set a quota on your IRCTC API usage based on the IRCTC GRADING SYSTEM. You shall not attempt to exceed automated use-quota restrictions.
 
8.
No Implied Rights . Other than expressly granted herein, this API Agreement does not grant either party any intellectual property or other propriety rights. You hereby release and covenant not to sue IRCTC and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the API. As between you and IRCTC, IRCTC and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the API Specifications, all IRCTC websites and all IRCTC services and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein .
 
9.
Non-exclusive . This API Agreement is a non-exclusive agreement. You acknowledge that IRCTC may be developing and may develop products or services that may compete with this  API, API Clients or any other products or services.
 
10.
Third Party Opt Out . You must, at all times, provide to any customers for whose accounts you are accessing through the API the ability to easily and quickly (no longer than 3 business days after customer notice to you) disassociate their campaigns from your services and credentials and regain exclusive control of their IRCTC accounts.
 
11.
Indemnification . You shall indemnify, defend and hold IRCTC, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) arising out of or related to any act or omission by you in using the IRCTC API, or relating to the development, operation, maintenance, use and contents of an API Client, including but not limited to any infringement of any third-party proprietary rights. At IRCTC's option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, IRCTC may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without IRCTC's prior written consent).
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
12.
Termination . Any licenses contained in this API Agreement will terminate automatically without notice if you fail to comply with any provision of this API Agreement. IRCTC reserves the right to terminate this Agreement or discontinue the API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the API or distributing or developing API Clients and delete all API Specifications in your possession or control (including without limitation from your   API Client and your servers
 
13.
Modification . IRCTC may modify any of the terms and conditions contained in this API Agreement, at any time and in its sole discretion, by posting a change notice to your account, changing the agreement, emailing the email address of your account or  otherwise notifying you. The changes to this API Agreement will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE IRCTC API, CONTINUED POSSESSION OF A COPY OF THE API SPECIFICATIONS OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF AN API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
 
14.
Disclaimer and Limitation of Liability . IRCTC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. IRCTC SHALL HAVE NO CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS   API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ADDITIONALLY, IRCTC SHALL HAVE NO DIRECT LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS   API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT ANY OF THE ABOVE IS NOT ENFORCEABLE, IRCTC'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO IRCTC BY YOU FOR THE   API SERVICES IN THE MONTH PRECEDING THE CLAIM. THE   API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO IRCTC'S USERS AND AS SUCH YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THIS SECTION AND SECTION IV(2)) ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE MODEST FEES CHARGED BY IRCTC.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
15.
Injunctive Relief . You acknowledge that the limitations and restrictions in this API Agreement are necessary and reasonable to protect IRCTC, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of IRCTC for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that IRCTC will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.
 
16.
Miscellaneous . If you are a party to IRCTC Terms and conditions, will also apply to the API Agreement. If you are not a party to Terms, then a) the IRCTC API Agreement is governed by Indian Penal Code,  and b) ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS   API AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE STATE civil court. The IRCTC API Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion is void. You may seek approvals, permissions and consents to IRCTC by email, but any modifications by you to this IRCTC API Agreement must be made in a writing executed by both parties. Any notices to IRCTC must be sent to our corporate headquarters address to GGM/IT by courier, and is deemed given upon receipt. Any waiver of a provision of this API Agreement or of IRCTC's rights or remedies must be in a writing signed by IRCTC to be effective. Failure, neglect, or delay by IRCTC to enforce a provision of this API Agreement or its rights or remedies, will not be construed as a waiver of IRCTC's rights and will not in any way affect the validity of the whole or any part of this Agreement or prejudice IRCTC's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the API Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. You are not legal partners  but are independent subscriber to IRCTC services.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 
 

 
Exhibit 10.5
 
 
17.
Deprecation Terms . IRCTC may, in its sole discretion, cease providing the current version of the API, at which point the current version of the API will be deprecated (the “ Deprecated Version ”). IRCTC will issue an announcement if the current version of the API will be deprecated. For a period of 4 months after an announcement (the “ Deprecation Period ”), IRCTC will use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems with the Deprecated Version deemed by IRCTC in its sole discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version. IRCTC reserves the right in its sole discretion to cease providing all or any part of the Deprecated Version immediately without any notice for any of the reasons .At any time prior to creating a Deprecated Version, IRCTC may, in its reasonable discretion, label certain features or functionality of the API as "experimental." API Agreement will not apply to any features or functionality labeled as "experimental."
 
18.
Dispute Redressal Mechanism :  In case of any dispute it shall be compulsory for the Second Party to first submit to the Arbitration of a sole Arbitrator not below the rank of General Manager/ IRCTC to be nominated by MD/IRCTC after a request is made in written by the Second Party or IRCTC. The decision of the Arbitrator shall be binding on both the parties. The language of the Arbitration shall be English and the venue of Arbitration will be New Delhi only .
 
19.
Force majeure: IRCTC shall not be liable to the Second Party / any other party in respect of any delay in performance of these terms and conditions or delay in performance or breach of the terms and conditions due to any event or circumstances which are beyond reasonable control of IRCTC.
 
20.
IRCTC’s Termination Rights: IRCTC may at any time at its sole discretion and without giving any reason or any prior notice terminate or temporarily suspend the Second Party’s access to all or any part of the website.
 
SUNALPHA GREEN TECHNOLOGIES PVT. LTD.
/s/ Deepak Sharma, Director
 

Exhibit 10.6
 
NOTE PURCHASE AGREEMENT
 
This Note Purchase Agreement, dated as of February 8, 2016 (this “ Agreement ”), is entered into by and among TRIPBORN, INC. , a Delaware corporation (the “ Company ”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “ Investor ” and, collectively, the “ Investors ”), as such Schedule I may be amended in accordance with Section 7 hereof.
 
RECITALS
 
A.           On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, a convertible promissory note in the principal amount set forth opposite such Investor’s name on Schedule I hereto.
 
B.           Capitalized terms not otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A .
 
AGREEMENT
 
NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:
 
1.      The Notes.
 
(a)            Issuance of Notes .  Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a “ Note ” and, collectively, the “ Notes ”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto.  The obligations of the Investors to purchase Notes are several and not joint.
 
(b)            Delivery . The sale and purchase of the Notes shall take place at a closing (the “ Closing ”) to be held at such place and time as the Company and the Investors may determine (the “ Closing Date ”).  At the Closing, the Company will deliver to each Investor the Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price (set forth on Schedule I hereto (the “ Purchase Price ”).  The Company may conduct one or more additional closings (each, an “ Additional Closing ”) to be held at such place and time as the Company and the Investors participating in such Additional Closing may determine (each, an “ Additional Closing Date ”).  At each Additional Closing, the Company will deliver to each of the Investors participating in such Additional Closing the Note to be purchased by such Investor, against receipt by the Company of the corresponding Purchase Price.  Each of the Notes will be registered in such Investor’s name in the Company’s records.
 
(c)            Use of Proceeds . The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes.
 
(d)            Payments . The Company will make all cash payments due under the Notes in immediately available funds by 5:00 p.m. eastern time on the date such payment is due at the address for such purpose specified below each Investor’s name on Schedule I hereto, or at such other address, or in such other manner, as an Investor or other registered holder of a Note may from time to time direct in writing.
 
2.        Representations and Warranties of the Company . The Company represents and warrants to each Investor that:
 
 
1

 
 
(a)            Organization, Good Standing and Qualification .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted.  The Company is duly qualified and is authorized to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company.
 
(b)            Power and Authority; Due Authorization .  The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents and to carry out and perform its obligations thereunder.  All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization of the Transaction Documents and the execution, delivery and performance of all obligations of the Company under the Transaction Documents, including the issuance and delivery of the Notes and the reservation of the equity securities issuable upon conversion of the Notes (collectively, the “ Conversion Securities ”) has been taken or will be taken prior to the issuance of such Conversion Securities.  The Transaction Documents constitute the valid and binding obligation of the Company enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.  The Conversion Securities, when issued in compliance with the provisions of the Transaction Documents, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.
 
(c)            Governmental Consents .  All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of the Transaction Documents, the offer, sale or issuance of the Notes and the Conversion Securities issuable upon conversion of the Notes or the consummation of any other transaction contemplated hereby or thereby shall have been obtained and will be effective at such time as required by such governmental authority.
 
(d)            Compliance with Laws .  The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of the Company.
 
(e)            Use of Proceeds .  The Company shall use the proceeds of sale and issuance of the Notes for the operations of its business, and not for any personal, family or household purpose.
 
3.        Representations and Warranties of Investors . Each Investor, for that Investor severally (and not jointly with any other Investor), represents and warrants to the Company upon the acquisition of a Note as follows:
 
(a)            Binding Obligation . Such Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and the other Transaction Documents to which such Investor is a party constitute valid and binding obligations of such Investor, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
 
 
2

 
 
(b)            Securities Law Compliance . Such Investor has been advised that the Notes and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor understands that no federal or state agency, including the Securities and Exchange Commission and the securities commissions or authorities of any states, has reviewed the Company’s offering of the Notes nor has any such agency passed upon the merits of the offering of the Notes.  Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Notes (except as set forth in Section 7 hereof) or the underlying securities. Such Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes to be acquired by such Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The residency of the Investor (or, in the case of a partnership, limited liability company or corporation, such entity’s principal place of business) is correctly set forth beneath such Investor’s name on Schedule I hereto.
 
(c)            Accredited Investor Status.   Such Investor is an accredited investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act for one of the reasons listed in 3(c)(i) through (iv) below.
 
(i)           Such Investor is a natural person whose individual net worth, or joint net worth with that person’s spouse at the time of his/her purchase, in either case excluding the value of their primary residence, exceeds $1,000,000.
 
(ii)           Such Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who reasonably expects the same or greater income level in the current year.
 
(iii)           Such Investor is a corporation or limited liability company not formed for the specific purpose of acquiring the Notes, with total assets in excess of $5,000,000.
 
(iv)           Such Investor is an entity in which all of the equity owners are accredited investors.
 
(d)            Access to Information . Such Investor acknowledges that the Company has given such Investor access to the corporate records and accounts of the Company and to all information in its possession relating to the Company, has made its officers and representatives available for interview by such Investor, and has furnished such Investor with all documents and other information required for such Investor to make an informed decision with respect to the purchase of the Notes.
 
(e)            Foreign Investors .   If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Notes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, conversion, sale, or transfer of the Notes. Such Investor’s subscription and payment for and continued beneficial ownership of the Notes will not violate any applicable securities or other laws of such Investor’s jurisdiction.
 
 
3

 
 
4.        Conditions to Closing of the Investors . Each Investor’s obligation at the Closing is subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by such Investor:
 
(a)            Representations and Warranties . The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on the Closing Date.
 
(b)            Governmental Approvals and Filings . Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.
 
(c)            Transaction Documents . The Company shall have duly executed and delivered to the Investors this Agreement and each Note issued hereunder.
 
5.        Conditions to Obligations of the Company . The Company’s obligation to issue and sell the Notes at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:
 
(a)            Representations and Warranties . The representations and warranties made by the Investors in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date.
 
(b)            Governmental Approvals and Filings . Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.
 
(c)            Purchase Price . Each Investor shall have delivered to the Company the Purchase Price in respect of the Note being purchased by such Investor referenced in Section 1(b) hereof.
 
6.        Additional Closings . On or prior to the applicable Additional Closing Date, the Company shall have duly executed and delivered to the Investors participating in such Additional Closing each Note to be issued at such Additional Closing and shall have delivered to such Investors fully executed copies, if applicable, of all documents delivered to the Investors participating in the initial Closing.  Each Investor shall have executed and delivered this Agreement, and shall have delivered to the Company the Purchase Price in respect of the Note being purchased by such Investor referenced in Section 1(b) hereof.
 
7.        Registration Rights .  The Note Shares shall have certain registration rights, as more fully descried in Section 8 of the form of Note attached as Exhibit A hereto.
 
8.      Miscellaneous
 
(a)            Waivers and Amendments . Any provision of this Agreement and the Notes may be amended, waived or modified only upon the written consent of the Company and a Majority in Interest of Investors; provided however , that no such amendment, waiver or consent shall: (i) reduce the principal amount of any Note without the affected Investor’s written consent, or (ii) reduce the rate of interest of any Note without the affected Investor’s written consent unless in the case of (i) or (ii) all Notes are similarly amended in a proportionate manner.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon all of the parties hereto.  Notwithstanding the foregoing, this Agreement may be amended to add a party as an Investor hereunder in connection with Additional Closings without the consent of any other Investor, by delivery to the Company of a counterparty signature page to this Agreement together with a supplement to Schedule I hereto.  Such amendment shall take effect at the Additional Closing and such party shall thereafter be deemed an “Investor” for all purposes hereunder and Schedule I shall be updated to reflect the addition of such Investor.
 
 
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(b)            Governing Law . This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state.
 
(c)            Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)            Successors and Assigns . Subject to the restrictions on transfer described in Sections 8(e) and  8(f)  below, the rights and obligations of the Company and the Investors shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)            Registration, Transfer and Replacement of the Notes . The Notes issuable under this Agreement shall be registered notes. The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation of any Note for registration of transfer, the Company shall treat the Person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in any Note, the holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s principal executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such holder, dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.
 
(f)            Assignment by the Company . The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of a Majority in Interest of Investors.
 
(g)            Entire Agreement . This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investors and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
 
(h)            Notices . All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows: (i) if to an Investor, at such Investor’s address, email address or facsimile number set forth in the Schedule of Investors attached as Schedule I , or at such other address, email address or facsimile number as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at the Company’s address, email address or facsimile number set forth on the signature page to this Agreement, or at such other address, email address or facsimile number as the Company shall have furnished to the Investors in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by email or facsimile, or (iv) five days after being deposited in the U.S. mail, first class with postage prepaid.
 
 
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(i)            Separability of Agreements; Severability of this Agreement . The Company’s agreement with each of the Investors is a separate agreement and the sale of the Notes to each of the Investors is a separate sale. Unless otherwise expressly provided herein, the rights of each Investor hereunder are several rights, not rights jointly held with any of the other Investors. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
(j)            Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile or electronic copies (in .PDF or other similar electronic format) of signed signature pages will be deemed binding originals.
 
[signature page follows]
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
 


 
COMPANY:
   
 
TRIPBORN, INC.
 
a Delaware corporation
   
   
  By:
/s/ Deepak Sharma
   
  Deepak Sharma
   
  President
   
   
   
 
Address:
   
 
812, Venus Atlantis Corporate Park, Nr.
Prahalad Nagar Garden, Satellite City,
Ahmedabad
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
 

 
 
INVESTOR:
   
   
 
DEVASHREE INVESTMENT INC.
   
  By: 
/s/ Prakash. Patel
  Name: 
Prakash Patel
  Title:  
President
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
 

 
 
INVESTOR:
   
   
 
TITHI INVESTMENT INC.
   
  By: 
/s/ Pratyushkumar Patel
  Name: 
    Pratyushkumar Patel
  Title:   
President
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
 

 
 
INVESTOR:
   
   
 
PARTH SYSTEMS INC.
   
  By:
/s/ Kiren H. Patel
  Name: 
    Kiren H. Patel
  Title:
President
 
 
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SCHEDULE I
 
SCHEDULE OF INVESTORS
 
 
Name and Address
 
Note Amount
 
DEVASHREE INVESTMENT INC.
 
149 Tiffany Lane
Battle Creek, MI 49015
 
$100,000
 
TITHI INVESTMENT INC.
 
2001 Shirley Drive
Jackson, MI 49202
 
$150,000
 
PARTH SYSTEMS INC.
 
2500 Wrangle Hill Road
Entrance B Suite 129
Bear, DE 19702
 
$100,000
 
PARTH SYSTEMS INC.
 
2500 Wrangle Hill Road
Entrance B Suite 129
Bear, DE 19702
 
$150,000
 
 
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Exhibit A
 
[FORM OF CONVERTIBLE NOTE]
 
 
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE INVESTOR SATISFACTORY TO THE COMPANY  THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
 
 
CONVERTIBLE PROMISSORY NOTE
 
 
         $[ _______________] [__________ __], 2016
 
 

 
For value received TripBorn, Inc., a Delaware corporation (the “ Company ”), promises to pay to [__________], a [___ ____ ],   or its registered assigns (“ Investor ”) the principal sum of $[ ________________] together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below. This Note (defined below) is one of the “ Notes ” issued pursuant to the Note Purchase Agreement (as defined below).
9.             Repayment.   All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal.  The outstanding principal amount of this Note shall be due and payable on ________ __, 2019 (the “ Maturity Date ”).
 
10.             Interest Rate.   The Company promises to pay simple   interest on the outstanding principal amount hereof from the date hereof until payment in full.  Interest shall accrue at a rate of 6% per annum (or, if less, the maximum rate permissible by law), compounded annually and shall accrue daily beginning on the date of issuance of this note (this “ Note ”).  Interest shall be due and payable on the Maturity Date and shall be calculated on the basis of a 365-day year for the actual number of days elapsed.
 
 
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11.           Automatic Conversion; Conversion on Sale of the Company.
 
(a)           In the event that the Company issues and sells shares of its Common Stock to investors (the “ Equity Investors ”) on or before the date of the repayment in full of this Note in connection with an underwritten public offering under the Securities Act in conjunction with a listing on a national securities exchange (including the conversion of the Notes and other debt) (an “ Uplist Transaction ”), then the outstanding principal balance of this Note shall automatically convert in whole, without any further action by the Investor, into [_____] shares of Common Stock (the “ Note Shares ”).  Any unpaid accrued interest on this Note shall be payable in cash upon the consummation of the Uplist Transaction.
 
(b)           In the event that an Uplist Transaction is not consummated prior to the Maturity Date, then, the Investor shall elect (by written notice within five (5) days prior to the Maturity Date), that the outstanding principal balance on this Note (i) shall become fully due and payable effective on the Maturity Date or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note at the Maturity Date shall be payable in cash on the Maturity Date.
 
(c)           In the event that the Company anticipates a Sale of the Company prior to the Maturity Date, the Company will give the Investor at least twenty (20) days prior written notice of the closing date of such Sale of the Company.  In such event, the Investor shall elect (by written notice at least five (5) days prior to the closing date of the Sale of the Company) that, effective immediately prior to the closing of such Sale of the Company, the entire outstanding principal balance on this Note (i) shall become fully due and payable effective immediately prior to the Sale of the Company or (ii) shall convert into the Note Shares.  Any unpaid accrued interest on this Note shall be payable in cash effective immediately prior to the Sale of the Company.
 
12.             Definitions .  As used in this Note, the following capitalized terms have the following meanings:
 
i.           “ Common Stock ” shall mean the Company’s common stock, par value $0.0001 per share.
 
ii.           “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 
iii.          “ Investor ” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.
 
iv.          “ Investors ” shall mean the investors that have purchased Notes.
 
v.           “ Majority in Interest of Investors ” shall mean persons holding more than 50% of the aggregate outstanding principal amount of convertible promissory notes substantially identical to this Note in all material respects, provided that convertible promissory notes held by a Majority in Interest of Investors may differ in the following respects: (i) the Date of Note, (ii) the Note Principal Amount, (iii) the Maturity Date and (iv) the Investor.
 
vi.          “ Note Purchase Agreement ” shall mean the Note Purchase Agreement (as amended, modified or supplemented), by and among the Company and the Investors (as defined in the Note Purchase Agreement) party thereto.
 
 
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vii.         “ Notes ” shall mean the convertible promissory notes issued by the Company pursuant to the Note Purchase Agreement.
 
viii.        “ Sale of the Company ” shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; provided, however , that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.
 
ix.           “ Securities Act ” shall mean the Securities Act of 1933, as amended.
 
x.           “ Transaction Documents ” shall mean this Note, each of the other Notes and the Note Purchase Agreement.
 
13.             Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Investor in enforcing and collecting this Note.
 
14.             Prepayment.   The Company may not prepay this Note prior to the Maturity Date without the consent of the Majority of Interest of the Investors.
 
15.             Default.   The occurrence of any one or more of the following shall constitute an “ Event of Default ”:
 
(a)           The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;
 
(b)           The Company fails to deliver the Note Shares within fifteen (15) days after the applicable date that the outstanding principal balance on this Note converts into the Note Shares;
 
(c)           The Company shall default in its performance of any covenant under this Note;
 
 
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(d)           The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
 
(e)           An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).
 
 
If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , at the option and upon the declaration of the Investor and upon written notice to the Company, this Note shall accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable.   If there shall be any Event of Default pursuant to Section 7(a) (b) or (c) , this Note shall automatically accelerate and all principal and unpaid accrued interest on this Note shall become immediately due and payable without any further action by the Investor.
16.             Registration Rights.   If, on the first day following the one (1) year anniversary of the Closing Date (as defined in the Note Purchase Agreement) (such date, the “ Registration Date ”), any Note Shares are not then tradeable under Rule 144 under the Securities Act or otherwise, the Majority in Interest of Investors, may, on behalf of each Investor, within the thirty (30) day period following the Registration Date, deliver to the Company a written request for registration under the Securities Act of all or any portion of the Note Shares, which request shall specify the aggregate number of Note Shares proposed to be sold (the “ Demand Request ”), and the Company shall use its commercially reasonable efforts to file a registration statement under the Securities Act within 45 days of receipt of such Demand Request covering the registration of the Note Shares specified in such Demand Request (a “ Demand Registration ”). The Company shall use its commercially reasonable efforts to have the Demand Registration declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) within sixty (60) days of the filing of the Demand Registration with the SEC. Notwithstanding anything in this Section 8 to the contrary, the Investors shall be entitled to only one (1) such Demand Registration.  The costs, fees and expenses associated with such Demand Registration will be borne by the Company. Notwithstanding the foregoing obligations, if the Company furnishes to the Investors a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after such Demand Request is given; provided that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred eighty (180) day period.
 
 
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17.             Assignment.
 
 
(a)      Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof.
 
xi.      Subject to the restrictions on transfer described in this Section 9 , the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
xii.     With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect. Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the Note Purchase Agreement.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered investor hereof as the owner and investor of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
xiii.    Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of a Majority in Interest of Investors.
 
 
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18.             Modification; Waiver.   Any provision of this Note may be amended, waived or modified upon the written consent of the Company and a Majority in Interest of Investors; provided , however , that no such amendment, waiver or consent shall: (i) reduce the principal amount of this Note without Investor’s written consent, or (ii) reduce the rate of interest of this Note without Investor’s written consent unless in the case of (i) or (ii) all Notes are similarly amended in a proportionate manner.  Any amendment effected in accordance with this Section 10 shall be binding upon Investor regardless of whether Investor consented to such amendment.
 
19.             Notices .   All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, emailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by email or facsimile, or (v) five days after being deposited in the U.S. mail, first class with postage prepaid.
 
20.             Pari Passu Notes .   Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes.  In the event Investor receives payments in excess of its pro rata share of the Company’s payments to the Investors holding all of the other Notes, then Investor shall hold in trust all such excess payments for the benefit of the Investors holding the other Notes and shall pay such amounts held in trust to such other Investors upon demand by such Investors.
 
21.             Payment .   Unless converted into the Company’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.
 
22.             Usury . In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
23.             Waivers .   The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
24.             Waiver of Jury Trial; Judicial Reference .   BY ACCEPTANCE OF THIS NOTE, INVESTOR HEREBY AGREES AND THE COMPANY HEREBY AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE TRANSACTION DOCUMENTS .
 
25.             Counterparts . This Note may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile or electronic copies (in .PDF or other similar electronic format) of signed signature pages will be deemed binding originals.
 
 
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26.             Governing Law.   This Note shall be governed by and construed under the laws of the State of New York, without giving effect to conflicts of laws principles.
 
 

 
[signature page follows]
 
 
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The Company has caused this Note to be issued as of the date first written above.
 

 
 
TripBorn, Inc.
   
 
a Delaware corporation
 
 

 
By:
 
 
Name:
Deepak Sharma
 
Title
President
 
 
 

Exhibit 10.7

TRIPBORN, INC.
2016 STOCK INCENTIVE PLAN
 
SECTION 1
PURPOSES
 
The TripBorn, Inc. 2016 Stock Incentive Plan (the “ Plan ”) is established to (a) promote the long-term interests of TripBorn, Inc., a Delaware corporation (the “ Company ”) and its stockholders by strengthening the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, and other persons who provide valuable services to the Company and its subsidiaries, (b) encourage such persons to hold an equity interest in the Company, and (c) enhance the mutuality of interest between such persons and stockholders in improving the value of the Company’s common stock.
 
SECTION 2
DEFINITIONS
 
As used in the Plan, the following terms will have the respective meanings set forth below, and other capitalized terms used in the Plan will have the respective meanings given such capitalized terms in the Plan.
 
“Award” means any Option, Restricted Stock, Restricted Stock Unit, dividend equivalent or other award granted under the Plan.
 
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan.
 
“Board” means the Board of Directors of the Company.
 
“Code” means the Internal Revenue Code of 1986, as amended, and any reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.
 
“Common Stock” means the Company’s common stock, par value $0.0001 per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 13.
 
“Director” means a member of the Board who is not an Employee.
 
“Employee” means an officer or other employee of the Company or a Subsidiary, including a member of the Board who is an employee of the Company or a Subsidiary.
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
 
 
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“Fair Market Value” of Common Stock as of any date means, (a) if shares of Common Stock are listed or admitted to trading on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange, the per share closing price of the Common Stock as reported on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange, as applicable, on that date, or if there were no reported prices on such date, on the last preceding date on which the prices were reported, or (b) if the shares of Common Stock are not quoted on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange, but the shares of Common Stock are reported on the over-the-counter market, the arithmetic mean of the high and low prices as reported in the over-the-counter market on that date, or if there were no reported prices on such date, on the last preceding date on which the prices were reported, and (c) if the shares of Common Stock are not quoted on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange,  and are not reported on the over-the-counter market on that date, the Fair Market Value of the shares of Common Stock as determined by the Committee in its good faith judgment, and in compliance with the requirements of Section 422 of the Code for Incentive Stock Options and Section 409A of the Code for Nonqualified Stock Options.  The Fair Market Value of any property other than Common Stock shall be the market value of such property as determined by the Committee using such methods or procedures as it shall establish from time to time.
 
“Grant Date” means the date on which the granting of an Award is authorized by the Committee, or such other date as may be specified in such authorization.
 
“Option” means an option to purchase Common Stock granted under Section 7, and includes both Incentive Stock Options and Nonqualified Stock Options.
 
“Participant” means any Eligible Person to whom an Award is granted.
 
“Restricted Stock” means an Award of shares of Common Stock granted under Section 8, the rights of ownership of which may be subject to restrictions prescribed by the Committee.
 
“Restricted Stock Unit” means an Award measured by shares of Common Stock that is granted under Section 8, the terms of which are subject to restrictions prescribed by the Committee.
 
“Subsidiary” means any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.
 
“Substitute Awards” shall mean Awards granted under the Plan in assumption of, or in substitution or exchange for, outstanding awards previously granted by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
 
SECTION 3
ADMINISTRATION
 
3.1             Administration of the Plan .
 
(a)            The Plan shall be administered by the Board or, if so directed by the Board, by a committee of the Board selected by the Board (collectively, the “ Committee ”).  At any time that any class of equity security of the Company is registered under Section 12 of the Exchange Act or any similar state, local, or foreign law, the Plan will be administered by a committee appointed by the Board consisting of two or more members of the Board, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act.
 
 
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(b)            Subject to applicable law, the Committee may delegate some or all of its power and authority hereunder to the Board or to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority with regard to the selection for participation in the Plan of an officer, Director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an Award to such an officer, Director or other person.  All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or individual to whom the Board or the Committee has delegated authority to administer the Plan.
 
3.2             Administration and Interpretation by the Committee .
 
(a)            Except for the terms and conditions explicitly set forth in the Plan, the Committee shall have full power and exclusive authority and discretion, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or the Committee, to:  (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Eligible Person under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of Award Agreements for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) determine whether, to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant; (viii) interpret and administer the Plan, any Award Agreements and any other instrument or agreement entered into under the Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriate in its sole discretion for the proper administration of the Plan; (x) reconcile any inconsistency, correct any defect, and supply any omission in the Plan, or any Award or Award Agreement; (xi) make all factual and legal determinations under the Plan, Awards, and Award Agreements; (xii) add provisions to an Award or Award Agreement, or vary the provisions of an Award, to accommodate the laws of applicable foreign jurisdictions and provide Participants with favorable treatment under these laws; and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable in its sole discretion for administration of the Plan.  Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any person eligible to receive an Award hereunder.
 
 
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(b)            The Committee in its exclusive discretion may make non-uniform and selective determinations among individuals who are eligible to receive Awards, or who have received Awards, regardless of whether they are similarly situated.  In furtherance of this Section 3.2(b) and not in limitation thereof, the Committee in its exclusive discretion may enter into non-uniform and selective Award Agreements.  At any time after the shares of Common Stock or other security of the Company are listed on a national securities exchange, then other than pursuant to Section 13, the Committee shall not without the approval of the Company’s stockholders (i) lower the option price per share of Common Stock of an Option after it is granted, (ii) cancel an Option in exchange for cash or another Award (other than in connection with  Substitute Awards), and (iii) take any other action with respect to an Option that would be treated as a repricing under U.S. generally applicable accounting standards.
 
3.3             Limitation of Liability .  No member of the Board or Committee, and no Director, officer or employee acting on behalf of the Board or Committee, will be personally liable for any act or omission in the Plan’s administration, other than an act or omission due to that person’s gross negligence or intentional misconduct.  No member of the Board or Committee will be personally liable for any act or omission of any other member of the Board or Committee.  Each member of the Board or Committee, and each Director, officer and employee acting on behalf of the Board or Committee, may rely upon information or advice provided by the Company’s officers, accountants, actuaries, compensation consultants, and counsel.  No member of the Board or a Committee, and no Director, officer or employee acting on behalf of the Board or a Committee, will be personally liable for any act or omission taken in good faith reliance on the information or advice.
 
SECTION 4
STOCK SUBJECT TO THE PLAN
 
4.1             Available Shares .  Subject to adjustment from time to time as provided in Section 13, the maximum aggregate number of shares of Common Stock available for issuance under the Plan shall be 7,680,000 shares.  If an Award entitles the holder thereof to receive or purchase shares of Common Stock, the number of shares covered by such Award or to which such Award relates shall be counted against the maximum aggregate number of shares of Common Stock available for issuance under the Plan on the Grant Date of such Award.  If any shares of Common Stock subject to an Award are forfeited, expire or otherwise terminate without issuance of such shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares of Common Stock subject to such Award, such shares of Common Stock shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for issuance under the Plan.
 
4.2             Incentive Stock Options Shares .  Subject to adjustment from time to time as provided in Section 13, the maximum aggregate number of shares of Common Stock available for issuance through Incentive Stock Options shall be 7,680,000 shares.
 
4.3             Substitute Awards .  The number of shares of Common Stock covered by a Substitute Award or to which a Substitute Award relates shall not be counted against the maximum aggregate number of shares of Common Stock available for issuance under the Plan.
 
4.4             Source of Shares .  Shares of Common Stock delivered by the Company or a Subsidiary, as applicable, in settlement of Awards (including Substitute Awards) may be authorized and unissued shares of Common Stock, shares of Common Stock held in the treasury of the Company, or a combination of the foregoing.
 
 
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SECTION 5
ELIGIBILITY
 
An Award may be granted to any Employee or Director whom the Committee from time to time selects, including prospective Employees conditioned on their becoming Employees (each, an “ Eligible Person ”).  Notwithstanding the foregoing, an Award of Incentive Stock Options may only be granted to an Employee of the Company, or of a Subsidiary that is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.
 
SECTION 6
AWARDS
 
6.1             Grant of Awards .  The Committee   may from time to time grant Awards of Options, Restricted Stock, Restricted Stock Units or other Awards under the Plan to one or more Eligible Persons.  The Committee shall have the authority, in its discretion, to determine the Eligible Persons to receive one or more Awards, the type or types of Awards to be granted under the Plan, and the terms of any Awards granted, consistent with the terms of the Plan.  Such Awards may be granted either alone or in addition to any other type of Award.  The provisions governing Awards need not be the same with respect to each Participant.
 
6.2             Award Agreement .  Awards granted under the Plan shall be evidenced by a written Award Agreement that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and are not inconsistent with the Plan or applicable law.
 
6.3             Director Award and Fee Limits .  The aggregate grant date fair value of Awards to a Director in any calendar year shall not exceed $500,000, and the total fees paid to Directors in cash for services in any calendar year shall not exceed $500,000.
 
SECTION 7
OPTIONS
 
7.1             Grant of Options .  The Committee may grant Options.  Subject to the provisions of the Plan, an Option shall vest and be fully exercisable as may be determined by the Committee in its discretion and provided in an applicable Award Agreement.
 
7.2             Option Type .  An Option granted may be either of a type that complies with the requirements for “incentive stock options” in Section 422 of the Code (“ Incentive Stock Option ”) or of a type that does not comply with such requirements (“ Nonqualified Stock Option ”).  The aggregate Fair Market Value (determined at the time that the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year under the Plan and under any other option plan of the Company or a Subsidiary shall not exceed $100,000, and any Option granted in excess of this limitation shall be treated as a Nonqualified Stock Option.
 
 
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7.3             Option Exercise Price .  Except as otherwise permissible under this Section 7.3, the exercise price (“ Exercise Price ”) per share of Common Stock for each Option granted under the Plan shall not be less than 100% of the Fair Market Value of such share of Common Stock, determined as of the Grant Date.  In the case of an individual who on the Grant Date owns (or is deemed to own pursuant to Section 424(d) of the Code) more than 10% of the voting power of all classes of stock of the Company or any Subsidiary (a “ Ten Percent Stockholder ”), the Exercise Price per share of Common Stock for an Incentive Stock Option shall not be less than 110% of the Fair Market Value of such share of Common Stock on the Gant Date.  An Option that is a Substitute Award may be granted with an Exercise Price lower than the Fair Market Value of a share of Common Stock on the Grant Date if such Option is granted in a manner satisfying the provisions of Section 422 of the Code in the case of a Substitute Award for an Option that is an Incentive Stock Option, or the provisions of Section 409A of the Code in the case of a Substitute Award for an Option that is a Nonqualified Stock Option.
 
7.4             Option Term .   Options granted under the Plan shall vest and become exercisable in such manner and on such date or dates, and shall expire after such period, not to exceed 10 years, each as determined by the Committee and set forth in the applicable Award Agreement; provided, however, the term of an Incentive Stock Option may not exceed 10 years, and the term of an Incentive Stock Option granted to a Ten Percent Stockholder may not exceed five years.
 
7.5             Exercise of Option .  To the extent an Option has vested and become exercisable, the Option may be exercised by the Participant in whole or in part from time to time by delivery to the Company or its designee of a written or electronic notice of exercise, in accordance with the terms of the applicable Award Agreement and any procedures established by the Committee for such exercise, accompanied by payment of the Exercise Price as described in Section 7.6, and payment of any taxes required to be withheld as described in Section 11.  An Option may be exercised only for whole shares.  The Committee may exclude one or more methods for exercising an Option in countries outside the United States.
 
7.6             Payment of Exercise Price .  The aggregate Exercise Price payable upon the exercise of an Option shall be payable:  (a) in cash, check or wire transfer; (b) to the extent permitted by the Committee, by tendering (either actually or by attestation) shares of Common Stock already owned by the Participant; (c) by delivery of a properly executed exercise notice directing the Company to withhold shares of Common Stock issuable pursuant to exercise of the Option with a fair market value sufficient to pay the Exercise Price; (d) if the Common Stock is publicly traded on an established securities exchange or trading system, then the Exercise Price may be paid, at the discretion of the Committee, by authorizing a third party to sell, on behalf of the Participant, the appropriate number of shares of Common Stock otherwise issuable to the Participant upon the exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the shares of Common Stock being acquired; or (e) by such other consideration as the Committee may permit in its sole discretion.  The Committee may exclude one or more methods for paying the Exercise Price of an Option in countries outside the United States.
 
7.7             Post-Termination Exercises .  The Committee shall establish and set forth in each Award Agreement that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a termination of service, any of which provisions may be waived or modified by the Committee at any time.
 
 
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SECTION 8
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 
8.1             Grant of Restricted Stock and Restricted Stock Units .  The Committee may grant Restricted Stock and Restricted Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any (which may be based on continuous service with the Company or a Subsidiary or the achievement of any performance criteria), as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the applicable Award Agreement.
 
8.2             Issuance of Shares .  Subject to applicable laws, upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Restricted Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Restricted Stock Units, as determined by the Committee in its sole discretion, and subject to the provisions of Section 11, (a) the shares of Common Stock covered by an Award of Restricted Stock shall become freely transferable by the Participant, and (b) the Restricted Stock Units shall be paid in cash, shares of Common Stock or a combination thereof, as the Committee shall determine in its sole discretion.  Any fractional shares subject to such Awards shall be paid to the Participant in cash.
 
8.3             Dividends and Dividend Equivalents .  Participants holding shares of Restricted Stock or Restricted Stock Units may, if the Committee so determines, be credited with dividends paid with respect to the shares of Restricted Stock, or dividend equivalents with respect to Restricted Stock Units, while they are so held in a manner determined by the Committee in its sole discretion.  The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate in its sole discretion.  The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Restricted Stock Units.
 
8.4             Waiver of Restrictions .  Notwithstanding any other provisions of the Plan, the Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Restricted Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate in its sole discretion, including upon the occurrence of a Participant’s death, disability or retirement, or upon a change in control.
 
SECTION 9
OTHER AWARDS
 
In addition to the Awards described in Section 7 and Section 8, and subject to the terms of the Plan, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems appropriate in its sole discretion.  The Committee may exclude the use of one or more other Awards in countries outside the United States.
 
 
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SECTION 10
WITHHOLDING
 
To the extent required by applicable federal, state, local or foreign law, a Participant (or authorized transferee) shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of the grant, vesting or exercise of an Award.  The Company shall not be required to issue shares or to recognize the disposition of such shares until such obligations are satisfied.  Subject to applicable law, the Company may:  (a) deduct from any cash payment made to a Participant under the Plan an amount that satisfies all or any portion of any withholding tax obligations; (b) require the Participant through payroll withholding, cash payment, or otherwise to satisfy all or any portion of the withholding tax obligations; (c) withhold a portion of the shares of Common Stock that otherwise would be issued to the Participant upon grant, vesting or exercise of the Award by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates; (d) to the extent permitted by the Committee in its sole discretion, allow the Participant to tender shares previously acquired; (e) if the Common Stock is publicly traded on an established securities exchange or trading system, at the discretion of the Committee, allow the Participant to authorize a third party to sell, on behalf of the Participant, the appropriate number of shares otherwise issuable to the Participant upon the exercise of an Option and to remit to the Company a sufficient portion of the sale proceeds to satisfy the withholding tax obligations, considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates; or (f) provide for the satisfaction of any withholding tax obligation through any combination of the foregoing methods.  The Committee may exclude one or more methods for satisfying any tax withholding associated with the exercise of an Option in countries outside the United States.
 
SECTION 11
ASSIGNABILITY
 
Unless provided otherwise by the Committee, no Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent a Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death.  During a Participant’s lifetime, an Award may be exercised only by the Participant.
 
SECTION 12
ADJUSTMENTS
 
12.1          Adjustment of Shares .
 
(a)            In the event that the number of shares of Common Stock shall be increased or decreased through reorganization, reclassification, recapitalization, combination of shares, stock splits, reverse stock splits, spin-offs, the payment of a stock dividend or extraordinary cash dividend, or other distribution of the Common Stock for which no consideration is received by the Company or otherwise, then each share of Common Stock which has been authorized for issuance under the Plan, whether such share is then currently subject to or may become subject to an Award under the Plan, shall be adjusted as determined by the Committee in its exclusive discretion to reflect such increase or decrease, unless the terms of the transaction provide otherwise.  Outstanding Awards shall also be adjusted as to price and other terms as determined by the Committee in its exclusive discretion to reflect the foregoing events.
 
 
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(b)            In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock, or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, whether by reason of merger, consolidation or otherwise, then the Committee shall, in its sole discretion, determine the appropriate adjustment, if any, to be effected.  Notwithstanding anything to the contrary herein, any adjustment to Awards granted pursuant to the Plan shall comply with the applicable requirements, provisions and restrictions of the Code and applicable law.
 
(c)            No right to purchase fractional shares shall result from any adjustment in Awards pursuant to Section 13.1(a) or (b).  In case of any such adjustment, the shares subject to the Award shall be rounded down to the nearest whole share.  Notice of any adjustment shall be given by the Company to each Participant which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.
 
12.2           Limitations .  The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
 
SECTION 13
AMENDMENT AND TERMINATION
 
13.1          Amendment, Suspension or Termination of Plan .  Subject to applicable law, the Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, stockholder approval shall be required for any amendment to the Plan.  No amendment may be effective, without the approval of the stockholders of the Company, if approval of such amendment is required in order that transactions in Company securities under the Plan be exempt from the operation of Section 16 of the Exchange Act or if such amendment, with respect to the issuance of Incentive Stock Options, either: (a) materially increases the number of shares of Common Stock which may be issued under the Plan, except as provided for in Section 13; or (b) materially modifies the requirements as to eligibility for participation in the Plan (unless designed to comport with applicable law).  The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan.
 
13.2          Amendment of Awards .  Subject to applicable law and the Plan, the Committee will have the exclusive authority and discretion to amend any Award or Award Agreement.  If the amendment will have a material adverse effect on a Participant’s rights, or result in a material increase in the Participant’s obligations, the Committee must obtain the Participant’s written consent to the amendment.
 
 
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13.3          Term of the Plan .  Unless sooner terminated as provided herein, the Plan shall terminate 10 years from the Effective Date.  After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
 
SECTION 14
GENERAL
 
14.1          No Individual Rights .  No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.  Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary, or limit in any way the right of the Company or any Subsidiary to terminate a Participant’s employment or other relationship at any time, with or without cause.
 
14.2          Issuance of Shares .  In the event that the Board or the Committee determines in its sole discretion that the listing, qualification or registration of the shares issued under the Plan on any securities exchange or quotation or trading system or under any applicable law (including state securities laws) or governmental regulation is necessary as a condition to the issuance of such shares under the Award, the Award may not be exercised in whole or in part unless such listing, qualification, consent or approval has been unconditionally obtained.
 
14.3          No Rights as Stockholder .  Unless otherwise determined by the Committee in its discretion, a participant to whom an Award of Restricted Stock has been made shall have ownership of such Common Stock, including the right to vote the same and to receive dividends or other distributions made or paid with respect to such Common Stock.  Unless otherwise determined by the Committee in its discretion, a participant to whom an Award of Options, Restricted Stock Units or any other Award (other than an Award of Restricted Stock) is made shall have no rights as a stockholder with respect to any Common Stock or as a holder with respect to other securities, if any, issuable pursuant to any such Award until the date of the issuance of a stock certificate to the Participant or the entry on the Participant’s behalf of an uncertificated book position on the records of the Company’s transfer agent and registrar for such Common Stock or other instrument of ownership, if any.  Except as provided in Section 13, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities, other property or other forms of consideration, or any combination thereof) for which the record date is prior to the date such book entry is made or a stock certificate or other instrument of ownership, if any, is issued.
 
14.4          No Trust or Fund .  The Plan is intended to constitute an “unfunded” plan.  Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.
 
 
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14.5          Successors .  All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
 
14.6          Substitute Awards .  Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.
 
14.7          Severability .  If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
 
14.8          Choice of Law .  The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.
 
14.9          Electronic Delivery and Signatures .  Any reference in the Plan, an Award or an Award Agreement to a written document includes without limitation any document delivered electronically or posted on the Company’s or a Subsidiary’s intranet or other shared electronic medium controlled by the Company or Subsidiary.  The Committee and any Participant may use facsimile and PDF signatures in signing any Award or Award Agreement, in exercising any Option, or in any other written document in the Plan’s administration.  The Committee and each Participant are bound by facsimile and PDF signatures, and acknowledge that the other party relies on facsimile and PDF signatures.
 
14.10       Headings and Captions .  The headings and captions in the Plan are used only for convenience, and do not construe, define, expand, interpret, or limit any provision of the Plan.
 
14.11       Gender and Number .  Whenever the context may require, any pronoun includes the corresponding masculine, feminine, or neuter form, and the singular includes the plural and vice versa.
 
14.12       Construction .  The terms “includes,” “including,” “includes without limitation,” and “including without limitation” are not to be construed to limit any provision or item that precedes or follows these terms (whether in the same section or another section) to the specific or similar provisions or items that follow these terms.
 
 
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SECTION 15
EFFECTIVE DATE
 
The Plan shall be effective as of the earlier of the date that the Plan is adopted by the Board or the date that it is approved by the stockholders of the Company (the “ Effective Date ”). The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the 10th anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards; and provided further, that no Option shall be exercised, no Restricted Stock granted, and no Restricted Stock Units or other Awards shall be paid out unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within 12 months before or after the date the Plan is adopted by the Board.  If the Company does not obtain stockholder approval within 12 months before or after the date the Plan is adopted by the Board, the Plan and any Award made thereunder will terminate ab initio .
 
*           *           *           *           *
 
 
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Exhibit 10.8
TRIPBORN, INC.
2016 STOCK INCENTIVE PLAN
 
OPTION AWARD NOTICE
 
TripBorn, Inc. hereby grants to the Participant named below an Option to purchase all or any part of the Number of Shares of Common Stock covered by this Option specified below, at the Exercise Price Per Share specified below, and upon the terms and conditions set forth in the TripBorn, Inc. 2016 Stock Incentive Plan and the Award Agreement attached hereto.  Capitalized terms not otherwise defined in this Award Notice shall have the meanings set forth in the Plan.
 
Name of Participant:
 
Grant Date:
 
Number of Shares of Common Stock covered by this Option:
 
Option Type:
Nonqualified stock option
Exercise Price Per Share:
$__________
Expiration Date:
 
Vesting Schedule:
 
 
By accepting this Option, the Participant acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of the Plan and the attached Award Agreement.  The Participant acknowledges that a copy of the Plan has been delivered to the Participant.  The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying Common Stock, and that the Participant should consult a tax advisor prior to such exercise or disposition.
 
TRIPBORN, INC.
 
PARTICIPANT
     
     
By:
     
Name ( print ):
   
Title:
   

 
Participant’s Address ( complete )
   
   
   
   
 
Attachments: 
Option Award Agreement with Appendix A
2016 Stock Incentive Plan
 
 
 

 
TRIPBORN, INC.
2016 STOCK INCENTIVE PLAN
 
OPTION AWARD AGREEMENT
 
This Award Agreement applies to Options granted under the TripBorn, Inc. 2016 Stock Incentive Plan that are identified as Nonqualified Stock Options and are evidenced by an action of the Committee.
 
Section 1.                Terms of Option .  TripBorn, Inc. has granted to the Participant an Option to purchase up to the Number of Shares of Common Stock, at the Exercise Price Per Share and upon the other terms set forth on the Award Notice and subject to the conditions set forth in the Award Notice, this Award Agreement and the Plan.
 
Section 2.                Non-Qualified Stock Option .  The Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.
 
Section 3.                Vesting .  The Option will vest in accordance with the schedule set forth on the Award Notice.
 
Section 4.                Exercise of Option .
 
(a)            Vesting and Exercisability .  The Option is not exercisable as of the Grant Date.  After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided on the Award Notice or in this Award Agreement, the Option shall vest and become exercisable to the extent it becomes vested, according to the vesting schedule described on the Award Notice, provided that (except as set forth in Section 5 below) the Participant remains employed with the Company or a Subsidiary or continues providing services to the Company or a Subsidiary and does not experience a termination of employment or service.  The vesting period and/or exercisability of an Option may be adjusted by the Committee to reflect the decreased level of employment or service during any period in which the Participant is on an approved leave of absence.
 
(b)            Method of Exercise .  To the extent the Option vests and becomes exercisable, the Option maybe exercised by the Participant in whole or in part from time to time by delivery to the Company or its designee of a written or electronic notice of exercise specifying the number of whole shares of Common Stock the Participant wishes to exercise, accompanied by payment of the Exercise Price as described in Section 4(c), and payment of any taxes required to be withheld as described in Section 8.  Fractional shares may not be exercised.  The Participant must provide the Company with any forms, documents or other information reasonably required by the Company.  The Committee may exclude one or more methods for exercising an Option in countries outside the United States.
 
 
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(c)            Payment of Exercise Price .  The Exercise Price Per Share of the Option is set forth on the Award Notice and the Company will not issue any shares of Common Stock until the Participant pays the total Exercise Price for the requested number of shares of Common Stock, together with any taxes required to be withheld, if applicable.  The Exercise Price may be paid: (i) by cash, check or wire transfer in United States dollars; (ii) to the extent permitted by the Committee, by tendering (either actually or by attestation) shares of Common Stock already owned by the Participant; (iii) by delivery of a properly executed exercise notice directing the Company to withhold shares of Common Stock issuable pursuant to exercise of the Option with a Fair Market Value sufficient to pay the Exercise Price; (iv) if the Common Stock is publicly traded on an established securities market, then the Exercise Price may be paid, at the discretion of the Committee, by authorizing a third party to sell, on behalf of the Participant, the appropriate number of shares of Common Stock otherwise issuable to the Participant upon the exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the shares of Common Stock being acquired; or (v) by such other consideration as the Committee may permit in its sole discretion.  The Committee may exclude one or more methods for paying the Exercise Price in countries outside the United States.
 
(d)            Issuance of Shares .  Shares of Common Stock will be issued as soon as practical after exercise.  Delivery of shares of Common Stock may be made by any permissible manner chosen by the Company in its sole discretion.
 
(e)            Compliance with Laws .  Notwithstanding the above, if the Board of Directors or the Committee determines in its sole discretion that the listing, qualification or registration of the Common Stock on any securities exchange or quotation or trading system or under any applicable law (including state securities laws) or governmental regulation is necessary or desirable as a condition to the issuance of such Common Stock under the Option, the Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been unconditionally obtained.  In addition, legal counsel for the Company must be satisfied at the time of exercise that issuance of Common Stock upon exercise will be in compliance with the applicable United States federal, state, local and foreign laws.
 
(f)            No Stockholder Rights until Issuance .  The Participant shall not acquire or have any rights as a stockholder of the Company by virtue of the Option, this Award Agreement or the Award Notice until certificates representing shares of Common Stock are actually issued and delivered to the Participant upon an exercise of the Option.
 
Section 5.                Expiration of Option .  Except as provided in this Section 5, the Option shall expire and cease to be exercisable as of the Expiration Date set forth on the Award Notice.
 
(a)            Termination of Employment or Service .  If the employment or service of the Participant terminates for any reason (other than by death or total and permanent disability) at any time, the vested portion of the Option shall be exercisable by the Participant at any time during the three months next succeeding the date of termination (but in no event later than the Expiration Date of the Option).  The unvested portion of the Option shall terminate as of the date of such termination, and the vested portion of the Option that is unexercised during the three months next succeeding the date of termination shall terminate as of the end of such three-month period.
 
(b)            Death .  Upon the death of the Participant while in the employ or service of the Company or a Subsidiary, the vested portion of the Option shall be exercisable by his or her estate, heir, beneficiary or any person who acquires the right to exercise the Option by reason of the Participant’s death at any time during the 12 months next succeeding the date of death (but in no event later than the Expiration Date of the Option).  The unvested portion of the Option shall terminate as of the date of death, and the vested portion of the Option that is unexercised during the 12 months next succeeding the date of death shall terminate as of the end of such 12-month period.
 
 
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(c)            Disability .  Upon termination of employment or service as a result of the total and permanent disability of the Participant (within the meaning of Section 22(e)(3) of the Code), the vested portion of the Option shall be exercisable for a period of 12 months after such termination (but in no event later than the Expiration Date of the Option).  The unvested portion of the Option shall terminate effective as of the date of termination of employment or service, and the vested portion of the Option that is not exercised during the 12 months succeeding the date of termination shall terminate as of the end of such 12-month period.
 
Section 6.               Change in Control .
 
(a)            Effect of Change in Control on Awards .  The Committee may provide for any one or more of the following:
 
(i)            Accelerated Vesting .  In the event of a Change in Control, the Committee may take such actions as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement in connection with such Change in Control of this Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s employment or service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine.
 
(ii)            Assumption, Continuation or Substitution .  In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “ Acquiror ”), may, without the consent of the Participant, either assume or continue the Company’s rights and obligations under this Award or portion thereof outstanding immediately prior to the Change in Control or substitute for this Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable.  For purposes of this Section 6, if so determined by the Committee, in its discretion, an Award denominated in shares of Common Stock shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan, this Award Agreement and the Award Notice, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Common Stock subject to the Award, to consist solely of common stock of the Acquiror equal in fair market value to the per share consideration received by holders of Common Stock pursuant to the Change in Control.  If any portion of such consideration may be received by holders of Common Stock pursuant to the Change in Control on a contingent or delayed basis, the Committee may, in its sole discretion, determine such fair market value per share as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value of the probable future payment of such consideration.  The Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.
 
 
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(iii)            Cash-Out of Awards .  The Committee may, in its discretion and without the consent of the Participant, determine that, upon the occurrence of a Change in Control, this Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised shall be canceled in exchange for a payment with respect to each vested share of Common Stock (and each unvested share of Common Stock, if so determined by the Committee) subject to such canceled Award in: (A) cash, (B) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (C) other property which, in any such case, shall be in an amount having a fair market value equal to the fair market value of the consideration to be paid per share of Common Stock in the Change in Control, reduced by the exercise or purchase price per share under such Award.  In the case of any Option with an Exercise Price that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of any consideration.  If any portion of such consideration may be received by holders of Common Stock pursuant to the Change in Control on a contingent or delayed basis, the Committee may, in its sole discretion, determine such fair market value per share as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value of the probable future payment of such consideration.  In the event such determination is made by the Committee, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to the Participant in respect of the vested portion of his or her canceled Award as soon as practicable following the date of the Change in Control and in respect of the unvested portions of his or her canceled Award in accordance with the vesting schedules applicable to such Award.
 
(b)            Definitions .
 
(i)           “ Change in Control ” means, unless such term or an equivalent term is otherwise defined with respect to this Award by the Participant’s written contract of employment or service, the occurrence of any of the following events:
 
A.           any Exchange Act Person (as defined below) becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.  Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (1) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (2) solely because the level of ownership held by any Exchange Act Person (the “ Subject Person ”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;
 
 
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B.           there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (1) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (2) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions relative to each other as their ownership of the outstanding voting securities of the Company immediately prior to such transaction;
 
C.           the complete dissolution or liquidation of the Company;
 
D.           there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Affiliates, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Affiliates to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions relative to each other as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or
 
E.           individuals who, immediately following the Effective Date, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Board within any 24-month period; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board.
 
(ii)           “ Affiliate ” means any corporation (other than the Company), limited liability company, or other business organization in an unbroken chain of entities beginning with the Company if, at the relevant time each of the entities other than the last entity in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other entities in that chain.
 
(iii)           “ Exchange Act Person ” means any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), except that “Exchange Act Person” shall not include (A) the Company or any Affiliate of the Company, (B) any employee benefit plan of the Company or any Affiliate of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (E) any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.
 
 
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Section 7.                Restrictions on Resales of Option Shares .  The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued as a result of the exercise of the Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and other stockholders or optionholders and (c) restrictions as to the use of a brokerage firm acceptable to the Company for such resales or other transfers.
 
Section 8.               Tax Withholding .  To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of an Option exercise.  The Company shall not be required to issue shares until such obligations are satisfied.  Subject to applicable law, the Company may:  (a) deduct from any cash payment made to a Participant under the Plan an amount that satisfies all or any portion of any withholding tax obligations; (b) require the Participant through payroll withholding, cash payment, or otherwise to satisfy all or any portion of the withholding tax obligations; (c) withhold a portion of the shares of Common Stock that otherwise would be issued to the Participant upon exercise of the Option by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates; (d) to the extent permitted by the Committee in its sole discretion, allow the Participant to tender shares previously acquired; (e) if the Common Stock is publicly traded on an established securities exchange or trading system, at the discretion of the Committee, allow the Participant to authorize a third party to sell, on behalf of the Participant, the appropriate number of shares otherwise issuable to the Participant upon the exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to satisfy the withholding tax obligations, considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates; or (f) provide for the satisfaction of any withholding tax obligation through any combination of the foregoing methods.  The Committee may exclude one or more methods for satisfying any tax withholding in countries outside the United States.
 
Section 9.                Non-Transferability of Option .  The Option may not be sold, assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings other than by will or the laws of descent and distribution, and shall only be exercisable by the Participant during his or her lifetime.  If the Participant or anyone claiming under or through the Participant attempts to violate this Section 9, such attempted violation shall be null and void and without effect.
 
Section 10.             Plan and Other Agreements .  In addition to the Award Notice and this Award Agreement, the Option shall be subject to the terms of the Plan, which are incorporated into this Award Agreement by this reference.  Any inconsistency between the Award Notice, this Award Agreement and the Plan shall be resolved in favor of the Plan.  Capitalized terms not otherwise defined herein or in the Award Notice shall have the meaning set forth in the Plan.  The Award Notice, this Award Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the Option.  Any prior agreements, commitments or negotiations concerning the Option are superseded.
 
 
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Section 11.             Limitation of Interest in Shares Subject to Option .  Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Option subject to this Award Agreement except as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it.  Nothing in the Plan, this Award Agreement, the Award Notice or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment or service at any time for any reason.  Neither the Award of this Option nor any shares of Common Stock issuable pursuant thereto shall be considered “compensation” for purposes of any Company employee benefit plan, unless such plan expressly so provides otherwise.
 
Section 12.             Adjustments .  To the extent provided by Section 13 of the Plan, the Committee shall make such adjustment in the Number of Shares of Common Stock covered by this Option, the Exercise Price Per Share or other terms of the Option as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes.
 
Section 13.             Amendment .  The terms of the Option, this Award Agreement and the Award Notice may be amended from time to time by the Committee.  If the amendment will have a material adverse effect on the Participant’s rights, or result in a material increase in the Participant’s obligations, the Committee must obtain the Participant’s written consent to the amendment.
 
Section 14.             Clawback .  Notwithstanding anything in the Plan, this Award Agreement or the Award Notice to the contrary, the Company will be entitled to the extent required by applicable law (including, without limitation, Section 10D of the Exchange Act and any regulations promulgated with respect thereto) or applicable securities exchange listing conditions, in each case as in effect from time to time, to recover from the Participant, or require the Participant to forfeit if not yet paid, the Participant’s Option and the proceeds from the exercise of the Option.
 
Section 15.             General .
 
(a)            Severability .  In the event that any provision of this Award Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Award Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
 
(b)            Headings .  The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Award Agreement, nor shall they affect its meaning, construction or effect.
 
 
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(c)            Successors .  This Award Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
 
(d)            Governing Law .  The Plan, this Award Agreement and the Award Notice shall be governed, construed, interpreted and administered, to the extent not otherwise governed by the laws of the United States,  solely in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.
 
(e)            Administration, Interpretations, Etc .  All questions arising under the Plan, this Award Agreement or the Award Notice shall be decided by the Committee in its total and absolute discretion, and any action taken or decision made by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan, this Award Agreement or the Award Notice shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.  By receipt of the Participant’s Option, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan, this Award Agreement or the Award Notice, by the Company, the Board or the Committee.
 
(f)            Correction .  The Committee may rescind, without further notice to a Participant, any Option or portion thereof issued to the Participant in duplicate or in error.
 
(g)            Section 409A .  The Option is intended to be exempt from Section 409A of the Code, and the Plan, this Award Agreement and the Award Notice shall be administered and interpreted consistent with such intent.  Notwithstanding the foregoing, the Company makes no representations that the Option or the vesting and payments provided by this Award Agreement are exempt from or comply with Section 409A of the Code, and in no event shall the Company or any Subsidiary be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.
 
(h)            Other Options .  Notwithstanding any other provision of this Agreement, the Company, in its sole discretion, may approve and grant stock options that are not governed by the provisions contained in this Agreement, which stock options shall be subject to the terms of such other agreement or writing specified by the Company as applicable thereto.
 
*           *           *           *           *
 
 
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TRIPBORN, INC.
2016 STOCK INCENTIVE PLAN
 
OPTION AWARD AGREEMENT
 
APPENDIX A
NON-US PARTICIPANTS
 
Section 1.                 Applicability.   This Appendix A shall apply to Participants in countries outside the United States.
 
Section 2.                 Participant Acknowledgements .  In accepting the Option, the Participant acknowledges, understands and agrees that:
 
(a)           the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
 
(b)           the Participant is voluntarily participating in the Plan;
 
(c)           the Option and any shares of Common Stock acquired under the Plan are not intended to replace or entitle the Participant to any pension rights or compensation;
 
(d)           the Option and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
 
(e)           the future value of the Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;
 
(f)           if the Participant exercises the Option and acquires shares of Common Stock, the value of such Common Stock may increase or decrease in value, even below the Exercise Price;
 
(g)           no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Participant’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company and any Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
 
 
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(h)           the Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Common Stock acquired upon exercise.
 
Section 3.                 No Advice .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Common Stock.  The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
 
Section 4.                 Data Privacy .
 
(a)           The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described on the Award Notice, set forth in this Award Agreement and the Plan and any other Option grant materials by and among, as applicable, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
 
(b)           The Participant understands that the Company and any Subsidiary may hold certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (" Data "), for the exclusive purpose of implementing, administering and managing the Plan.
 
(c)           The Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company, which may assist the Company with the implementation, administration and management of the Plan.  The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country.  The Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.  The Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Participant’s participation in the Plan.  The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan.  The Participant understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis.  If he or she does not consent, or if he or she later seeks to revoke his or her consent, his or her employment status or service and career with the Company or any Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant the Participant Options or other equity awards or administer or maintain such awards.  Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan.  For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
 
 
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Section 5.                 Provisions Specific to India .
 
(a)           A Participant located in India must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of Common Stock, cash dividends) to India within 90 days of receipt.  The Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“ FIRC ”) from the bank where the Participant remits the funds.  The Participant shall check and make necessary filings with his local bank as required by law and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Company requests proof of repatriation.  It is the Participant’s obligation to comply with exchange control regulations in India.
 
(b)           A Participant located in India is required to declare any foreign bank accounts and any foreign financial assets (including Common Stock acquired under the Plan) in his or her annual tax return.
 
(c)           The information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result.  Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws of India may apply to his or her situation.
 
*           *           *           *           *
 
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Exhibit 22
 
TripBorn, Inc. Subsidiaries
 
Sunalpha Green Technologies Private Limited (India)
 
 
 

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
We consent to the use in this Registration Statement on Form S-1 of (i) our report dated April 18, 2015 relating to the financial statements of TripBorn, Inc. and (ii) our report dated April 18, 2015 relating to the financial statements of Sunalpha Green Technologies Private Limited. These reports appear in the Prospectus, which is part of this Registration Statement.
 
We also consent to the reference to us under the heading “Experts” in such Prospectus.
 


/s/ Ram Associates

RAM ASSOCIATES

Hamilton, NJ
April 18, 2015