This Master Buy Agreement ("MBA") is entered into on the Effective Date (as set out in Confirmation of Purchase) by

and between:

1. T h e Seller, is any legal person (as set out in Confirmation of Purchase), which has entered into a Sale
transaction for purpose of selling Trade Receivables on online technology platform owned by TradeCred, which
expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest
and permitted assigns);

2. T h e Buyer/(s), as defined in Annexure F of this MBA, is desirous of buying Trade Receivables on online
technology platform owned by TradeCred, which expression shall, unless repugnant to the context or meaning
thereof, mean and include its successors-in-interest and assigns); and

3. Ikshavaku Software Ventures India Private Limited, having PAN AAECI8853N, owns and operates online technology
platform (hereinafter referred to as "TradeCred", which expression shall, unless repugnant to the context or
meaning thereof, mean and include its successors-in-interest and permitted assigns).

T h e Seller and Buyer shall hereinafter be collectively referred to as "Parties". Now therefore, the Parties and
TradeCred have agreed as follows;

1. "Applicable Law" includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws,
regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental
restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration,
having the force of law of any of the foregoing, of any government, statutory authority, tribunal, board, court
having jurisdiction over the matter in question, whether in effect as of the Effective Date or any time thereafter.

2. "Agreement" includes the following executed on the TradeCred platform;

a. Master Buy Agreement executed between TradeCred and the Buyer
b. Master Sell Agreement executed between TradeCred and Seller (Template As per Annexure C)
c. Offer For Sale executed by Seller for Listing of Invoices (Template As per Annexure D)
d. Confirmation of Purchase executed by Buyer for purchase of listed Invoices under above mentioned Offer
For Sale (Template As per Annexure E)

3. For the sake of clarification, each individual Confirmation of Purchase along with respective Master Buy
Agreement, respective Master Sale Agreement, and respective O ff e r For Sale will constitute a single
Agreement.

4. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this Agreement. The words "include",
"includes", and "including" shall be deemed to be followed by the words "without limitation".

5. Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified
herein is extended, such extended time shall also be of the essence.

6. The following terms shall have the meaning as set out in Confirmation of Purchase
a. "Customer" is the legal person on whom the Invoice is raised, details of which are appended in Confirmation
of Purchase
b. "Settlement Date", also interchangeably used for "Due Date" of Invoice
c. "Grace Period"

7. "Buyer Escrow Account" means the escrow account opened and operated by TradeCred to manage the funds of
the Buyer, and as set out below;
a. Buyer Escrow Account:
b. Buyer Escrow Account IFSC:

8. "Seller Escrow Account" means the escrow account opened and operated by TradeCred to manage the funds of the
Seller, and as set out in Offer For Sale

9. "Confidential Information" means all information (whether in written, oral, or electronic or other format) which
relates to the operational, technical, financial and business affairs, customers, subscribers, lenders, borrowers,
suppliers, service providers, services, developments, operations, processes, data, trade secrets, design rights,
intellectual property, methodologies, formulae, flow charts, know-how and personnel of the Parties which is
disclosed to or otherwise learnt by the receiving Party in the course of or in connection with this Agreement
(including without limitation such information received during negotiations, site visits and meetings in connection
with this Agreement) and that should be reasonably understood by the receiving Party to be proprietary and
confidential to the discloser, or to a third party. For the sake of clarity, Confidential Information shall include the
terms of this Agreement and the terms of the applicable Invoice.

10. "Sale" means the transfer of the right and interest in the Trade Receivables by the Seller to the Buyer, as
enumerated in Offer For Sale . Further, any liabilities or warranties or duties or indemnities associated with the
Invoice do not constitute a part of the Sale.
11. "Offered Consideration" shall mean the amount at which the Seller has agreed to the Sale, as set out in Offer For
Sale.

12. "Offered Trade Receivables" shall mean the amount set out in Offer For Sale payable by the Customer under the
Invoice listed in Offer For Sale, on or before the Settlement Date.

13. "Consideration" shall mean the amount at which the Buyer have agreed to the Sale, as set out in Confirmation
of Purchase. "Trade Receivables" shall mean the amount transacted under each Confirmation of Purchase
document. Where the Consideration is lower than the Offered Consideration, the Sale shall be deemed to have
happened on a pro-rata basis, as explained in example below;

Offered Trade Receivables - INR 10,000

Offered Consideration - INR 9,500

Consideration - INR 4,750

Trade Receivables - INR 5,000 (calculated as 10,000 / 9,000 x 4,750)

14. "Invoice" shall mean the unpaid, unencumbered tax invoice raised on the Customer by the Seller or Aadhar
Enabled Payment System Transaction or MasterCard Transaction or Visa Transaction or Rupay Transaction or Debit
Card Transaction or Credit Card Transaction or ATM Card Transaction or any other Digital Money Transfer
Transaction which is carried out by the Seller as a Business Correspondent or Agent or Intermediary or Registered
Payment Intermediary/Aggregator of the Customer, as the case maybe. Invoice shall not be hypothecated or
pledged or provided as security, or placed against any kind of lien, and shall be duly accepted as payable by the
Customer on or before the Settlement Date and provided by the Seller to TradeCred, the listing of which are
provided in Confirmation of Purchase

15. The Seller, Buyer and TradeCred is entering into the Agreement for the purpose of the Sale.

16. The Seller has declared that the Customer has consented to and accepted the Sale by the Seller as well as use
of the logo of the Customer on TradeCred platform for display to registered Buyers.

17. The Seller hereby sells, unconditionally and absolutely, all rights and interest in the Trade Receivables to the
Buyer, in consideration of Consideration. The Buyer agree and acknowledge that in case the Trade
Receivables is lesser than the Invoice, the Seller may sell the balance right and interest for such Trade
Receivables under the Invoice, to any other Buyer(s) registered on TradeCred platform.

18. The Buyer shall transfer into the Buyer Escrow Account, the Consideration. The Buyer authorize TradeCred
to transfer the Consideration from the Buyer Escrow Account to the Seller in lieu of the Sale.

19. The Seller, via Master Sale Agreement has authorized TradeCred to settle the Trade Receivables payable to
t h e Buyer pursuant to the Sale. Therefore, the Seller has agreed that the right and interest in the Trade
Receivables under the Invoice raised stands novated in favour of the Buyer to such extent, subject to the terms
and conditions of the Agreement.

20. The Buyer by way of Master Buy Agreement shall authorize the Seller to collect the Trade Receivables due
from the Customer upon Sale, on behalf of the Buyer, into the Seller Escrow Account.

REPRESENTATIONS, WARRANTIES AND COVENANTS

21. The Seller has represented that they have full power, capacity and authority to execute, deliver and perform the
Agreement and have taken all necessary action (corporate, statutory or otherwise) to execute and authorize the
execution, delivery and performance of the Agreement.

22. The Seller represents and warrants that the Agreement has been duly and validly executed and delivered and
constitutes a legal and binding obligation enforceable against the Seller.

23. The Seller has represented that to the best of their knowledge, there are no legal, quasi-legal, administrative,
arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders,
judgments or decrees of any nature made, existing, threatened, anticipated or pending against itself.

24. T h e Seller is not bound by any contract, which may restrict its right or ability to enter into or perform this
Agreement, or which would be breached as a result of execution and performance of this Agreement.

25. T h e Seller has represented that the Seller has clear sole, legal and beneficial right, title and interest in the
Invoice and is legally entitled to sell the right and interest in the Offered Trade Receivables in accordance with
the terms of this Agreement.
26. The Invoice is free and clear of all encumbrances, charges, hypothecations and liens, or any other third party
interest in any manner whatsoever.

27. The Invoice has been approved for payment by the Customer and the Invoice does not permit set-off of any
amount due and payable under the Invoice against any other amount payable by the Customer to the Seller.

28. On or before the Settlement Date, the Seller shall cause the Trade Receivables to be paid into the Seller
Escrow Account by the Customer in accordance with the terms and conditions of the Invoice.

29. For minimizing the risk of diversion of amount, the Seller hereby promises to collect all monies due from the
Customer into the Seller Escrow Account.

30. The Seller and Buyer have each represented that they shall, at all times, ensure compliance with the Applicable
Law.

31. The Seller has agreed not to induct into its Board a person whose name appears in the wilful defaulters list of RBI.
In case such a person is already on the Board, it will remove such person within 7 days from the Effective Date

32. The Seller has agreed not to enter into any understanding or revise the existing understanding with the Customer
with respect to any of the terms contained in the Invoice or the repayment thereof, without the prior written
consent of TradeCred.

33. The Seller shall notify TradeCred in the event it receives any notice regarding any dispute with the Customer,
immediately upon receipt of such notice.

34. As per the terms of the Agreement, the Seller will collect the Trade Receivables due from the Customer upon
Sale of the relevant Invoice on behalf of the Buyer. The Seller is authorized to execute all such documents and
perform all such actions as may be required to be done by the Seller for the collection of the Trade Receivables .
It is hereby expressly clarified that the payment of Trade Receivables made by the Customer to the Seller shall
be held by the Seller in trust for the benefit of the Buyer.

35. The Seller has appointed TradeCred as the administrator with respect to the settlement of amounts pursuant to
the Sale, and the Seller has confirmed that the Customer has agreed to the same.

36. In the event the Customer pays an amount which is less than the total amount due and payable by the Customer
under the Invoice, the amount received will be transferred to the Buyer Escrow Account on a pro-rata basis with
other Buyer.

37. The Seller acknowledges that claims of unsold portion o f Trade Receivables will be secondary in nature. For
example, if INR 100 of Trade Receivables are partly sold to Buyer the extent of INR 60, collections pertaining to
the Trade Receivables will first be transferred to Buyer for INR 60 of Trade Receivables and only after the Sale
is settled will the Seller have a claim on the collections pertaining to the unsold portion of Trade Receivables.

38. It is hereby expressly clarified that TradeCred is merely an administrator and TradeCred shall not be responsible
to pay the Trade Receivables.

39. T h e Seller shall provide the relevant transfer documents ("Transfer Documents"), confirming Customer
acceptance of the Sale, in original to TradeCred within seven calendar days from the Settlement Date. Such
Transfer Documents are set out in Annexure A and Annexure B. The Seller agrees that these Transfer
Documents will evidence the lawful transfer of Trade Receivables to the Buyer. Non-compliance with this
Clause shall be deemed to be a material breach ("Material Breach") of this Agreement by the Seller. In case of
Material Breach, TradeCred shall have the right to terminate this Agreement on behalf of the Buyer and the
provisions of this Clause shall survive.

40. In the event the Material Breach occurs, the Sale shall stand annulled. The Seller shall refund the
Consideration ("Refund") to the Seller Escrow Account of the Trade Receivables into ("Restitution") within
three calendar days of Material Breach. In the event the Sale is annulled, th e Seller shall also pay a penalty
equal to the amount of Consideration ("Penalty") to TradeCred, within three calendar days of Material Breach.
However, TradeCred may choose, at its own discretion, to waive off the annulment of the Sale and subsequent
Refund and Penalty if the Customer causes the Trade Receivables amount to be remitted into the Seller
Escrow Account on or before the Settlement Date.

41. In order to effect the Restitution, the Seller shall deposit with TradeCred, a cheque ("Cheque") drawable on the
Seller’s bank account in favour of TradeCred, for the Consideration plus the Penalty (together, the "Refund
Amount"). It is hereby expressly clarified that the Cheque shall be deposited by the Seller to TradeCred, for the
benefit of the Buyer. The obligation of the Seller under the Cheque shall be independent and exclusive of the
obligation of the Seller to ensure Restitution of the Buyer. In the event the Cheque is unable to be encashed by
TradeCred, the obligation of the Seller to undertake the Restitution shall survive.

42. In the event TradeCred is unable to encash the Cheque due to lack of sufficient funds in the Seller’s account
or for any other reason, the Parties agree that TradeCred shall have the right to promptly initiate proceedings
against the Seller under Section 138 of the Negotiable Instruments Act, 1881, for the benefit of the Buyer within
the timelines and as per provisions prescribed under the Negotiable Instruments Act, 1881. This right shall be
without prejudice to any other right that the Buyer may have against the Seller in law or equity.

43. The Agreement shall come into effect from the Effective Date and shall continue to be in force till the earlier of
(i) the Customer remitting the Trade Receivables and the Penalty, if any, into the Seller Escrow Account and
ultimately TradeCred transferring this amount in the Buyer Escrow Account; or (ii) the Cheque being encashed
and the amount remitted into the Seller Escrow Account and ultimately TradeCred transferring this amount in
the Buyer Escrow Account.

44. Without prejudice to any other remedy that the Buyer may have in law or equity, including its right to damages
with respect to a claim for breach of this Agreement, the Seller hereby agrees to indemnify, defend the Buyer
and TradeCred , its employees, directors, shareholders and affiliates and shall always keep and hold the Buyer
and TradeCred harmless against any liabilities, costs, charges, expenses (including reasonable attorney fees),
claims, demands, actions, direct damages or losses of any nature whatsoever which may, at any time, be incurred
or suffered by or imposed on the Buyer and TradeCred by any party claims as a result of this Agreement. This
Clause shall survive the expiry of this Agreement, for a period of five years.

45. The Parties have agreed not to disclose the Confidential Information to or permit access by any third party
without the prior written consent of TradeCred. The Parties shall take all reasonable measures to maintain the
confidentiality of all such Confidential Information in its possession or control, which shall in no event be less
than the measures it uses to maintain the confidentiality of its own information of similar importance. The
provisions of this Clause shall survive expiry of the Agreement and shall continue in full force and effect after the
expiry of the Agreement, for a period of five years.

46. The Agreement shall be governed by the laws of India. The courts at Mumbai shall have exclusive jurisdiction over
disputes arising out of this Agreement.

47. Nothing shall preclude the Buyer or TradeCred from seeking interim equitable or injunctive relief, or both, from
any court having jurisdiction to grant the same.

48. Any notices to be sent in connection with the Agreement shall be delivered electronically to registered e-mail IDs
or to the registered addresses of the Seller or Buyer or TradeCred , addressed to the respective authorized
representatives.

49. The Seller cannot voluntarily, by operation of law, or otherwise assign any of its rights or delegate any of its duties,
hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or part of its rights,
duties, or other interests in the Agreement or the proceeds thereof without TradeCredâ € ™ s consent. Any
attempt to make an assignment or delegation in violation of this provision shall be a Material Breach under the
Agreement and any assignment or delegation in violation of this provision shall be null and void.

50. The Buyer may assign or otherwise transfer its rights and duties ("Assignment") under the Agreement, to any
legal person, which is desirous of buying Trade Receivables on online technology platform owned by TradeCred.
The Seller agrees to accept such an Assignment in favour of the Assigned Buyer, post intimation by TradeCred
in the form of Revised Master Buy Agreement and Confirmation of Purchase. All terms and conditions from
the agreement would henceforth, shall apply to the Assigned Buyer as they would have, to the Buyer.

51. The Agreement along with the Listing Undertaking supersedes all prior discussions and agreements between the
Parties and TradeCred with respect to the subject matter of this Agreement. No modification or amendment to
this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in
writing and duly executed

52. The Agreement is for the sole purpose of the Sale between the Seller and Buyer and nothing herein express or
implied shall give or be construed to give to any person, other than the Seller and Buyer and TradeCred , any
legal or equitable rights hereunder.

53. If any provision of the Agreement is held to be illegal, invalid, or unenforceable under any present or future
Applicable Law, and if the rights and obligations of the Buyer and TradeCred are not affected, (a) such provision
shall be fully severable; (b) the Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof; and, (c) the remaining provisions of the Agreement
shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance here from. Without prejudice to the foregoing, TradeCred shall provide a legal, valid and enforceable
provision similar in terms and effect to such illegal, invalid or unenforceable provision as may be possible.

54. The Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.

55. All requisite duties and taxes on execution and performance of the Agreement, including Stamp Duty will be paid
and borne by the Seller. Further, Tax Deducted at Source (if any) for the benefit of the Seller by the Customer on
the Trade Receivables will be borne by the Seller.
56. To the extent the Agreement pertains to Aadhar Enabled Payment System Transaction or MasterCard Transaction
or Visa Transaction or Rupay Transaction or Debit Card Transaction or Credit Card Transaction or ATM Card
Transaction or any other Digital Money Transfer Transaction which is carried out by the Seller as a Business
Correspondent or Agent or Intermediary or Registered Payment Intermediary/Aggregator of the Customer, the
Trade Receivables, Consideration, Effective Date and Settlement Date will be as per following formula, illustrated
via the below HYPOTHETICAL example;

Hypothetical Effective Date = X

Hypothetical Settlement Date = X + 60

Agreement Period = 60 days

Total Earnings = Trade Receivables less Consideration

Total Earnings per Day = Total Earnings / Agreement Period

Consideration for 1st Day = Consideration

Trade Receivables for 1st Day = Consideration for 1 st Day + Total Earnings Per Day

Consideration for 2nd day = Trade Receivable Amount for 1 st Day + Total Earnings Per Day

Trade Receivables for 2nd Day = Consideration for 2 nd Day + Total Earnings Per Day

Consideration for 3rd day = Trade Receivable Amount for 2 nd Day + Total Earnings Per Day

Trade Receivables for 3rd Day = Consideration for 3 rd Day + Total Earnings Per Day

Consideration for Last Day = Trade Receivable Amount for Second Last Day + Total Earnings Per Day

Trade Receivables for Last Day = Consideration for Last Day + Total Earnings Per Day

57. The Seller and Buyer and TradeCred hereby agree that affixing the digital signatures of the Seller and Buyer on
this agreement, which is generated by TradeCred owned domain website www.tradecred.com, with TradeCred
logo affixed onto this shall constitute valid consent and create binding obligations on the Seller and Buyer under
this Agreement.

58. To the extent the Agreement pertains to Aadhar Enabled Payment System Transaction or MasterCard Transaction
or Visa Transaction or Rupay Transaction or Debit Card Transaction or Credit Card Transaction or ATM Card
Transaction or any other Digital Money Transfer Transaction which is carried out by the Seller as a Business
Correspondent or Agent or Intermediary or Registered Payment Intermediary/Aggregator of the Customer, the
Seller agrees to digitally sign an electronic version of this agreement which will be valid for total Outstanding
Trade Receivables as set out in the Offer For Sale to be purchased on TradeCred platform, by willing Buyer,
with a copy of intimation to be sent to Seller within 36 hours, in electronic format.

59. The Seller as well as the Buyer shall agree to bear such platform fees as may be levied by TradeCred for usage
of TradeCred platform.

I n Witness Whereof, We The Parties Hereto Have Set Our Hands To These Presents On The Day, Month And Year First
Above Written In The Presence Of The Following Witnesses:

For and on behalf of Seller For and on behalf of Buyer

Name: Name:

Authorised Signatory Authorised Signatory

Date: Date:

ANNEXURE A

<On Customer Letterhead>

Date: <To be Filled>

To, To, To,

<Buyer> <Seller> Ikshavaku Software Ventures India Pvt. Ltd.

<Buyer PAN> <Seller PAN> PAN: AAECI8853N

This is to acknowledge and accept the assignment of the below mentioned invoices raised on <Customer> from
<Seller> to <Buyer>. The following may also be noted;

1) Tax has been deducted to the extent of

2) The net amount payable into <Seller Escrow Account> is <Amount>
3) The Settlement Date of the Invoices is <Settlement Date>
4) Goods and Services Tax, if any, has been satisfactorily paid to our benefit by the <Seller> and corresponding
credit has been received by us.

Invoice Number Date of Invoice Amount Due under

the invoice (In INR)

We understand that henceforth, the Buyer will be an Operational Creditor, and the above amounts payable will be
regarded as Operational debt under the Insolvency and Bankruptcy Code 2016.

I n Witness Whereof, We The Parties Hereto Have Set Our Hands To These Presents On The Day, Month And Year First
Above Written In The Presence Of The Following Witnesses:

For and on behalf of <Customer>

Name:

Designation: Executive Director

Date:

ANNEXURE B

<Certification by any of Big 4 auditing firms or their member firms - EY, KPMG, PWC or Deloitte>

<On Big 4 Firm Letterhead>

Date: <To be Filled>

To, To,

<Buyer> Ikshavaku Software Ventures India Pvt. Ltd. (TradeCred)

<Buyer PAN> PAN: AAECI8853N

This is to certify that assignment of below invoices from <Seller> to <Buyer>, raised on <Customer> is completed. We
have independently verified documents provided by <Seller> and certify that;

1) All taxes and stamp duties payable on account of the assignment have been paid by the Seller, and
challans/receipts of the same have been verified by us.
2) The transfer has been agreed in writing by the Customer
3) The Buyer will be recognized as an Operational Creditor under the Insolvency and Bankruptcy Code, and the
amounts in below table are Operational Debt.
4) The Settlement Date of the Invoices is <Settlement Date>
5) Goods and Services Tax, if any, has been satisfactorily paid to the benefit of <Customer> by the <Seller> and
corresponding credit has been received by <Customer>.
6) That the Customer has agreed to further assignment of the below mentioned invoices on TradeCred platform,
with consent of TradeCred.
Invoice Number Date of Invoice Amount Due under
the invoice (In INR)

I n Witness Whereof, We The Parties Hereto Have Set Our Hands To These Presents On The Day, Month And Year First
Above Written In The Presence Of The Following Witnesses:

For and on behalf of <Big 4 Firm>

Name:
Designation: Partner
Date:
ANNEXURE C

<Master Sale Agreement Template>

This Master Sale Agreement ("MSA") is entered into on the Effective Date (as set out in Confirmation of Purchase)
by and between:

● T h e Seller, as defined in Annexure F of this MSA, is desirous of selling Trade Receivables on online
technology platform owned by TradeCred, which expression shall, unless repugnant to the context or meaning
thereof, mean and include its successors-in-interest and permitted assigns);

● The Buyer/s, is any legal person (as set out in Confirmation of Purchase), which has entered into a Sale
transaction for purpose of buying Trade Receivables listed by the Seller on online technology platform owned
by TradeCred, which expression shall, unless repugnant to the context or meaning thereof, mean and include its
successors-in-interest and assigns); and

● Ikshavaku Software Ventures India Private Limited, having PAN AAECI8853N, owns and operates online
technology platform (hereinafter referred to as "TradeCred", which expression shall, unless repugnant to the
context or meaning thereof, mean and include its successors-in-interest and permitted assigns).

T h e Seller and Buyer/s shall hereinafter be collectively referred to as "Parties". Now therefore, the Parties and
TradeCred have agreed as follows;

● "Applicable Law" includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws,
regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental
restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration,
having the force of law of any of the foregoing, of any government, statutory authority, tribunal, board, court
having jurisdiction over the matter in question, whether in effect as of the Effective Date or any time thereafter.

● "Agreement" includes the following executed on the TradeCred platform;

o Master Sale Agreement executed between TradeCred and the Seller
o Master Buy Agreement executed between TradeCred and Buyer/s
o Offer For Sale executed by Seller for Listing of Invoices
o Confirmation of Purchase executed by Buyer/s for purchase of listed Invoices under above mentioned Offer
For Sale

● For the sake of clarification, each individual Confirmation of Purchase along with respective Master Buy
Agreement, respective Master Sale Agreement, and respective Offer For Sale will constitute a single
Agreement.

● The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement. The words "include",
"includes", and "including" shall be deemed to be followed by the words "without limitation".

● Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified
herein is extended, such extended time shall also be of the essence.

● The following terms shall have the meaning as set out in Offer For Sale
o "Customer" is the legal person on whom the Invoice is raised, details of which are appended in Offer For
Sale
o "Settlement Date", also interchangeably used for "Due Date" of Invoice
o "Grace Period"

● "Buyer Escrow Account" means the escrow account opened and operated by TradeCred to manage the funds of
the Buyer/s
● "Seller Escrow Account" means the escrow account opened and operated by TradeCred to manage the funds of
the Seller, , and as set out below;
o Seller Escrow Account:
o Seller Escrow Account IFSC:

● "Confidential Information" means all information (whether in written, oral, or electronic or other format) which
relates to the operational, technical, financial and business affairs, customers, subscribers, lenders, borrowers,
suppliers, service providers, services, developments, operations, processes, data, trade secrets, design rights,
intellectual property, methodologies, formulae, flow charts, know-how and personnel of the Parties which is
disclosed to or otherwise learnt by the receiving Party in the course of or in connection with this Agreement
(including without limitation such information received during negotiations, site visits and meetings in connection
with this Agreement) and that should be reasonably understood by the receiving Party to be proprietary and
confidential to the discloser, or to a third party. For the sake of clarity, Confidential Information shall include
the terms of this Agreement and the terms of the applicable Invoice.

● "Sale" means the transfer of the right and interest in the Trade Receivables by the Seller to the Buyer, as
enumerated in Offer For Sale . Further, any liabilities or warranties or duties or indemnities associated with the
Invoice do not constitute a part of the Sale.

● "Offered Consideration" shall mean the amount at which the Seller has agreed to the Sale, as set out in Offer
For Sale.

● "Offered Trade Receivables" shall mean the amount set out in Offer For Sale payable by the Customer under
the Invoice listed in Offer For Sale, on or before the Settlement Date.

● "Consideration" shall mean the amount at which the Buyer/s have agreed to the Sale, as set out in
Confirmation of Purchase. "Trade Receivables" shall mean the amount transacted under each Confirmation
of Purchase document. Where the Consideration is lower than the Offered Consideration, the Sale shall be
deemed to have happened on a pro-rata basis, as explained in example below;

Offered Trade Receivables - INR 10,000

Offered Consideration - INR 9,500

Consideration - INR 4,750

Trade Receivables - INR 5,000 (calculated as 10,000 / 9,000 x 4,750)

● "Invoice" shall mean the unpaid, unencumbered tax invoice raised on the Customer by the Seller or Aadhar
Enabled Payment System Transaction or MasterCard Transaction or Visa Transaction or Rupay Transaction or
Debit Card Transaction or Credit Card Transaction or ATM Card Transaction or any other Digital Money Transfer
Transaction which is carried out by the Seller as a Business Correspondent or Agent or Intermediary or Registered
Payment Intermediary/Aggregator of the Customer, as the case maybe. Invoice shall not be hypothecated or
pledged or provided as security, or placed against any kind of lien, and shall be duly accepted as payable by the
Customer on or before the Settlement Date and provided by the Seller to TradeCred, the listing of which are
provided in Offer For Sale

● The Seller, Buyer and TradeCred is entering into the Agreement for the purpose of the Sale.

● The Seller has declared that the Customer has consented to and accepted the Sale by the Seller as well as
use of the logo of the Customer on TradeCred platform for display to registered Buyers.

● The Seller hereby sells, unconditionally and absolutely, all rights and interest in the Trade Receivables to the
Buyer/s, in consideration of Consideration. T h e Buyer/s agree and acknowledge that in case the Trade
Receivables is lesser than the Invoice, the Seller may sell the balance right and interest for such Trade
Receivables under the Invoice, to any other Buyer(s) registered on TradeCred platform.

● T h e Buyer/s shall transfer into the Buyer Escrow Account, the Consideration. T h e Buyer/s authorize
TradeCred to transfer the Consideration from the Buyer Escrow Account to the Seller in lieu of the Sale.

● The Seller, via Master Sale Agreement has authorized TradeCred to settle the Trade Receivables payable
to the Buyer/s pursuant to the Sale. Therefore, the Seller has agreed that the right and interest in the Trade
Receivables under the Invoice raised stands novated in favour of the Buyer/s to such extent, subject to the
terms and conditions of the Agreement.

● The Buyer/s by way of Master Buy Agreement shall authorize the Seller to collect the Trade Receivables
due from the Customer upon Sale, on behalf of the Buyer, into the Seller Escrow Account.
REPRESENTATIONS, WARRANTIES AND COVENANTS

● The Seller has represented that they have full power, capacity and authority to execute, deliver and perform the
Agreement and have taken all necessary action (corporate, statutory or otherwise) to execute and authorize the
execution, delivery and performance of the Agreement.

● The Seller represents and warrants that the Agreement has been duly and validly executed and delivered and
constitutes a legal and binding obligation enforceable against the Seller.

● The Seller has represented that to the best of their knowledge, there are no legal, quasi-legal, administrative,
arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders,
judgments or decrees of any nature made, existing, threatened, anticipated or pending against itself.

● The Seller is not bound by any contract, which may restrict its right or ability to enter into or perform this
Agreement, or which would be breached as a result of execution and performance of this Agreement.

● The Seller has represented that the Seller has clear sole, legal and beneficial right, title and interest in the
Invoice and is legally entitled to sell the right and interest in the Offered Trade Receivables in accordance with
the terms of this Agreement.

● The Invoice is free and clear of all encumbrances, charges, hypothecations and liens, or any other third party
interest in any manner whatsoever.

● The Invoice has been approved for payment by the Customer and the Invoice does not permit set-off of any
amount due and payable under the Invoice against any other amount payable by the Customer to the Seller.

● On or before the Settlement Date, the Seller shall cause the Trade Receivables to be paid into the Seller
Escrow Account by the Customer in accordance with the terms and conditions of the Invoice.

● For minimizing the risk of diversion of amount, the Seller hereby promises to collect all monies due from the
Customer into the Seller Escrow Account.

● T h e Seller a n d Buyer/s have each represented that they shall, at all times, ensure compliance with the
Applicable Law.

● The Seller has agreed not to induct into its Board a person whose name appears in the wilful defaulters list of
RBI. In case such a person is already on the Board, it will remove such person within 7 days from the Effective
Date

● T h e Seller has agreed not to enter into any understanding or revise the existing understanding with the
Customer with respect to any of the terms contained in the Invoice or the repayment thereof, without the prior
written consent of TradeCred.

● The Seller shall notify TradeCred in the event it receives any notice regarding any dispute with the Customer,
immediately upon receipt of such notice.

● As per the terms of the Agreement, the Seller will collect the Trade Receivables due from the Customer upon
Sale of the relevant Invoice on behalf of the Buyer. The Seller is authorized to execute all such documents and
perform all such actions as may be required to be done by the Seller for the collection of the Trade Receivables .
It is hereby expressly clarified that the payment of Trade Receivables made by the Customer to the Seller shall
be held by the Seller in trust for the benefit of the Buyer.

● The Seller has appointed TradeCred as the administrator with respect to the settlement of amounts pursuant to
the Sale, and the Seller has confirmed that the Customer has agreed to the same.

● In the event the Customer pays an amount which is less than the total amount due and payable by the
Customer under the Invoice, the amount received will be transferred to the Buyer Escrow Account on a pro-
rata basis with other Buyer/s.

● The Seller acknowledges that claims of unsold portion of Trade Receivables will be secondary in nature. For
example, if INR 100 of Trade Receivables are partly sold to Buyer/s the extent of INR 60, collections pertaining
to the Trade Receivables will first be transferred to Buyer/s for INR 60 of Trade Receivables and only after the
Sale is settled will the Seller have a claim on the collections pertaining to the unsold portion of Trade
Receivables.

● It is hereby expressly clarified that TradeCred is merely an administrator and TradeCred shall not be
responsible to pay the Trade Receivables.

● T h e Seller shall provide the relevant transfer documents ("Transfer Documents"), confirming Customer
acceptance of the Sale, in original to TradeCred within seven calendar days from the Settlement Date. Such
Transfer Documents are set out in Annexure A and Annexure B. The Seller agrees that these Transfer
Documents will evidence the lawful transfer o f Trade Receivables to the Buyer. Non-compliance with this
Clause shall be deemed to be a material breach ("Material Breach") of this Agreement by the Seller. In case of
Material Breach, TradeCred shall have the right to terminate this Agreement on behalf of the Buyer/s and the
provisions of this Clause shall survive.

● In the event the Material Breach occurs, the Sale shall stand annulled. The Seller shall refund the
Consideration ("Refund") to the Seller Escrow Account of the Trade Receivables into ("Restitution") within
three calendar days of Material Breach. In the event the Sale is annulled, th e Seller shall also pay a penalty
equal to the amount of Consideration ("Penalty") to TradeCred, within three calendar days of Material Breach.
However, TradeCred may choose, at its own discretion, to waive off the annulment of the Sale and subsequent
Refund and Penalty if the Customer causes the Trade Receivables amount to be remitted into the Seller
Escrow Account on or before the Settlement Date.

● In order to effect the Restitution, the Seller shall deposit with TradeCred, a cheque ("Cheque") drawable on
the Seller’s bank account in favour of TradeCred, for the Consideration plus the Penalty (together, the
"Refund Amount"). It is hereby expressly clarified that the Cheque shall be deposited by the Seller to
TradeCred, for the benefit of the Buyer. The obligation of the Seller under the Cheque shall be independent
and exclusive of the obligation of the Seller to ensure Restitution of the Buyer. In the event the Cheque is
unable to be encashed by TradeCred, the obligation of the Seller to undertake the Restitution shall survive.

● In the event TradeCred is unable to encash the Cheque due to lack of sufficient funds in the Seller’s
account or for any other reason, the Parties agree that TradeCred shall have the right to promptly initiate
proceedings against the Seller under Section 138 of the Negotiable Instruments Act, 1881, for the benefit of the
Buyer/s within the timelines and as per provisions prescribed under the Negotiable Instruments Act, 1881. This
right shall be without prejudice to any other right that the Buyer/s may have against the Seller in law or equity.

● The Agreement shall come into effect from the Effective Date and shall continue to be in force till the earlier
of (i) the Customer remitting the Trade Receivables and the Penalty, if any, into the Seller Escrow Account
and ultimately TradeCred transferring this amount in the Buyer Escrow Account; or (ii) the Cheque being
encashed and the amount remitted into the Seller Escrow Account and ultimately TradeCred transferring this
amount in the Buyer Escrow Account.

● Without prejudice to any other remedy that the Buyer/s may have in law or equity, including its right to
damages with respect to a claim for breach of this Agreement, the Seller hereby agrees to indemnify, defend
the Buyer/s and TradeCred, its employees, directors, shareholders and affiliates and shall always keep and hold
t h e Buyer/s and TradeCred harmless against any liabilities, costs, charges, expenses (including reasonable
attorney fees), claims, demands, actions, direct damages or losses of any nature whatsoever which may, at any
time, be incurred or suffered by or imposed on the Buyer/s and TradeCred by any party claims as a result of this
Agreement. This Clause shall survive the expiry of this Agreement, for a period of five years.

● The Parties have agreed not to disclose the Confidential Information to or permit access by any third party
without the prior written consent of TradeCred. The Parties shall take all reasonable measures to maintain the
confidentiality of all such Confidential Information in its possession or control, which shall in no event be less
than the measures it uses to maintain the confidentiality of its own information of similar importance. The
provisions of this Clause shall survive expiry of the Agreement and shall continue in full force and effect after the
expiry of the Agreement, for a period of five years.

● The Agreement shall be governed by the laws of India. The courts at Mumbai shall have exclusive jurisdiction
over disputes arising out of this Agreement.

● Nothing shall preclude the Buyer/s or TradeCred from seeking interim equitable or injunctive relief, or both,
from any court having jurisdiction to grant the same.

● Any notices to be sent in connection with the Agreement shall be delivered electronically to registered e-mail
IDs or to the registered addresses of the Seller or Buyer/s or TradeCred, addressed to the respective authorized
representatives.

● The Seller cannot voluntarily, by operation of law, or otherwise assign any of its rights or delegate any of its
duties, hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or part of its
rights, duties, or other interests in the Agreement or the proceeds thereof without TradeCred’s consent. Any
attempt to make an assignment or delegation in violation of this provision shall be a Material Breach under the
Agreement and any assignment or delegation in violation of this provision shall be null and void.

● The Buyer/s may assign or otherwise transfer its rights and duties ("Assignment") under the Agreement, to any
legal person, which is desirous of buying Tr a d e Receivables on online technology platform owned by
TradeCred. The Seller agrees to accept such an Assignment in favour of the Assigned Buyer, post intimation
by TradeCred in the form of Revised Master Buy Agreement and Confirmation of Purchase. All terms and
conditions from the agreement would henceforth, shall apply to the Assigned Buyer/s as they would have, to the
Buyer.

● The Agreement along with the Listing Undertaking supersedes all prior discussions and agreements between
t h e Parties and TradeCred with respect to the subject matter of this Agreement. No modification or
amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding
unless made in writing and duly executed

● The Agreement is for the sole purpose of the Sale between the Seller and Buyer/s and nothing herein express
or implied shall give or be construed to give to any person, other than the Seller and Buyer/s and TradeCred ,
any legal or equitable rights hereunder.

● If any provision of the Agreement is held to be illegal, invalid, or unenforceable under any present or future
Applicable Law, and if the rights and obligations of the Buyer/s a n d TradeCred are not affected, (a) such
provision shall be fully severable; (b) the Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof; and, (c) the remaining provisions of the Agreement
shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or
by its severance here from. Without prejudice to the foregoing, TradeCred shall provide a legal, valid and
enforceable provision similar in terms and effect to such illegal, invalid or unenforceable provision as may be
possible.

● The Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.

● All requisite duties and taxes on execution and performance of the Agreement, including Stamp Duty will be
paid and borne by the Seller. Further, Tax Deducted at Source (if any) for the benefit of the Seller by the
Customer on the Trade Receivables will be borne by the Seller.

● To the extent the Agreement pertains to Aadhar Enabled Payment System Transaction or MasterCard
Transaction or Visa Transaction or Rupay Transaction or Debit Card Transaction or Credit Card Transaction or ATM
Card Transaction or any other Digital Money Transfer Transaction which is carried out by the Seller as a Business
Correspondent or Agent or Intermediary or Registered Payment Intermediary/Aggregator of the Customer, the
Trade Receivables, Consideration, Effective Date and Settlement Date will be as per following formula, illustrated
via the below HYPOTHETICAL example;

Hypothetical Effective Date = X

Hypothetical Settlement Date = X + 60

Agreement Period = 60 days

Total Earnings = Trade Receivables less Consideration

Total Earnings per Day = Total Earnings / Agreement Period

Consideration for 1st Day = Consideration

Trade Receivables for 1st Day = Consideration for 1 st Day + Total Earnings Per Day

Consideration for 2nd day = Trade Receivable Amount for 1 st Day + Total Earnings Per Day

Trade Receivables for 2nd Day = Consideration for 2 nd Day + Total Earnings Per Day

Consideration for 3rd day = Trade Receivable Amount for 2 nd Day + Total Earnings Per Day

Trade Receivables for 3rd Day = Consideration for 3 rd Day + Total Earnings Per Day

Consideration for Last Day = Trade Receivable Amount for Second Last Day + Total Earnings Per Day

Trade Receivables for Last Day = Consideration for Last Day + Total Earnings Per Day

● The Seller and Buyer/s and TradeCred hereby agree that affixing the digital signatures of the Seller and
Buyer/s on this agreement, which is generated by TradeCred owned domain website www.tradecred.com, with
TradeCred logo affixed onto this shall constitute valid consent and create binding obligations on the Seller and
Buyer/s under this Agreement.

● To the extent the Agreement pertains to Aadhar Enabled Payment System Transaction or MasterCard
Transaction or Visa Transaction or Rupay Transaction or Debit Card Transaction or Credit Card Transaction or ATM
Card Transaction or any other Digital Money Transfer Transaction which is carried out by the Seller as a Business
Correspondent or Agent or Intermediary or Registered Payment Intermediary/Aggregator of the Customer, the
Seller agrees to digitally sign an electronic version of this agreement which will be valid for total Outstanding
Trade Receivables as set out in the Offer For Sale to be purchased on TradeCred platform, by willing
Buyer/s, with a copy of intimation to be sent to Seller within 36 hours, in electronic format.

● The Seller as well as the Buyer shall agree to bear such platform fees as may be levied by TradeCred for
usage of TradeCred platform.

ANNEXURE D

<Offer for Sale Template>

Receivable Receivable Receivable Customer Legal

Document Document Amount Document Person Name
Number (Including Taxes) Date
Xxxx xxxx Xxxx xxxx
Xxxx xxxx Xxxx xxxx
Xxxx xxxx Xxxx xxxx

Offered Trade Receivables: INR xxxx

Offered Consideration: INR xxxx

Seller: xxxx, having PAN xxxx

Seller Authorised Signatory: xxxx

Seller Escrow Account: xxxx

Seller Escrow Account IFSC: ICIC0000106

Effective Date: As set out in Confirmation of Purchase

Settlement Date: As set out in Confirmation of Purchase

ANNEXURE E

<Confirmation of Purchase>

Receivable Receivable Receivable Customer Legal

Document Document Amount Document Person Name
Number (Including Taxes) Date
xxxx xxxx Xxxx xxxx
xxxx xxxx Xxxx xxxx
xxxx xxxx Xxxx xxxx

Trade Receivables: INR xxxx

Consideration: INR xxxx

Seller: xxxx, having PAN xxxx

Seller Authorised Signatory: xxxx

Buyer Name: xxxx, having PAN xxxx

Buyer Authorised Signatory: xxxx

Effective Date: xxxx

Settlement Date: xxxx

Grace Period (for Cheque Deposit): xxxx

ANNEXURE F

Buyer full name: Devanshu Karamchandani

Buyer PAN No.: EFTPK0638L

Buyer Authorised Signatory: Devanshu Karamchandani