This Connector Agreement (“CA”) is a legal contract between You (“CONNECTOR”) and Ambit Finvest Pvt Limited (“AFPL”), a Non- Banking Finance company incorporated under the provisions of Companies Act, 1956 and registered with the Reserve Bank of India, having its registered office at Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra - 400013 (which term shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).

WHEREAS:

This CA is for appointment of the CONNECTOR for providing Referral services to AFPL from the date of registration and until terminated by AFPL.

Based on mutual discussions, following are the points of understanding between the parties:

1. AFPL is inter alia carrying out the business of sourcing Loan against Property (LAP) and wants to appoint the CONNECTOR for providing Referral services for marketing its various financial products and schemes introduced from time to time in respect of Loan against Property & Unsecured Business Loans.

2. By way of this CA, AFPL hereby appoints the CONNECTOR as its marketing associate for providing leads or providing referral service to AFPL in order to market various financial products and schemes relating to Loan against Property & Unsecured Business Loan within the limits of locations (hereinafter referred to as “Area”) as communicated by AFPL from time to time. This appointment is made on a non-exclusive basis and AFPL is free to appoint other CONNECTORS at its sole discretion for the said Area.

3. In the course of the CONNECTOR carrying out the activities as per this CA, AFPL shall make the payments as per the Schedule-I attached herewith. The terms of payment may be changed from time to time, by mutual consent between the parties, and recorded in writing.

4. The CONNECTOR shall perform the function of marketing of financial products and schemes introduced by the AFPL relating to Loan against Property & Unsecured Business Loan strictly in accordance with the norms prescribed by AFPL from time to time.

5. It is agreed between the parties hereto, that AFPL shall have the sole and exclusive discretion either to accept or reject any of the proposals from the leads/references provided by the CONNECTOR for availing finance from AFPL. Such decisions of AFPL shall be final and conclusive.

6. The CONNECTOR shall refer the customers for availing Loan against Property & Unsecured Business Loan service from AFPL and shall coordinate with the assigned branch to materialize the reference by either meeting the customer directly or by directing the customer to AFPL branch (as per instructions of AFPL). Reference of any existing customer i.e., whose data is already available with AFPL or who has done transaction with AFPL shall not be treated as new reference and accordingly will not be eligible for any commission.

7. All activities as specified with regard to the services that are to be performed by the CONNECTOR with regard to this CA, shall be subject to the prior written approval of the AFPL.

8. Duties and obligations of the CONNECTOR, for carrying out the activities as per this CA, shall be as per the Schedule-II attached herewith.

9. The CONNECTOR hereby agrees to indemnify, defend and hold harmless and undertakes to keep AFPL indemnified against all but not limited to penalties, claims, demands, losses, costs, charges, expenses, and damages that AFPL may incur or be put to by reason of entering into this CA with the CONNECTOR or because of the CONNECTOR violating or infringing any law, regulation, bye law or any condition and terms of this CA.

10. In addition to above, the CONNECTOR shall indemnify to the amount of loss or damage incurred by AFPL for any operational loss which can be attributed due to wilful and/or negligent activities of the CONNECTOR and for all acts on the part of the CONNECTOR that may cause any direct or indirect damage, loss or penal claim to AFPL. CONNECTOR confirms that for the purpose of providing the services he/she shall have no authority to bind AFPL in any manner nor shall they represent themselves as agents of AFPL.

11. The CONNECTOR may, in his signage and promotional material, inscribe in a plain text that it is engaged with AFPL as CONNECTOR for the purposes of this CA with prior written approval of the AFPL. However, the CONNECTOR shall not use the logo or any trade name or trademark/copyright of AFPL in any other form without AFPL's prior written consent.

12. All information obtained by the CONNECTOR during the course of performance of its duties/obligations under this CA, whether expressly furnished to it by AFPL or otherwise, relating to AFPL's customers or regarding its business, shall be treated as strictly confidential and the CONNECTOR shall at all times, maintain the confidentiality and security of the shared information. However, any data/information expressly provided to the CONNECTOR by AFPL, intended for utilisation thereof by the CONNECTOR for performing its obligations as per this CA, shall be utilised strictly towards the same and for no other purpose whatsoever beyond the scope of this CA. The CONNECTOR shall be bound by the provisions of this clause during the duration of this CA and shall continue to be bound by the same even after its termination. After the culmaination or expiry of this CA, the CONNECTOR shall securely destroy or return all data/information available with it with respect to AFPL as may be communicated to it by AFPL.

13. During the subsistence of this CA, the CONNECTOR shall provide the customer proposals to AFPL for first right of refusal within an agreed period of time. The CONNECTOR shall not share such proposals during this period of 60 (sixty) working days from the time a proposal is submitted with any other entity engaged in a business similar to that of the AFPL or to a competitor of the AFPL. The CONNECTOR shall be at liberty to offer such proposals to any other party upon expiry of the acceptance period of 60 days.

14. AFPL may terminate this engagement forthwith if the CONNECTOR fails to perform its functions, duties and obligations as set out under this CA. Notwithstanding the aforesaid, the AFPL may also terminate this CA without assigning any reason for the termination but after giving to the CONNECTOR a notice in writing of at least 7 (seven) days. The CONNECTOR must disburse minimum one (01) case in six (06) months, failing which it will be AFPL's discretion to terminate the empanelment of the CONNECTOR without giving any notice.

15. On the termination of this CA, the CONNECTOR shall immediately return to AFPL with all the documents and relevant papers concerning the financial products and schemes of AFPL and all information, agreements, documents and papers lying with the CONNECTOR relating to transactions executed between AFPL and the customers of the CONNECTOR and give a written confirmation of having done so within 24 hours of the same. On termination/expiry of this CA, any application/leads submitted by the CONNECTOR to AFPL prior to the termination/expiry of this CA shall be processed by AFPL.

16. In the event of termination/expiry of this CA, AFPL may withhold any payments to be made to the CONNECTOR in connection with any application of any customer, such payments being due to the CONNECTOR, till such time as the CONNECTOR deposits all Pre-disbursement Documentation and/or Post-disbursement Documentation concerning any existing customer(s) and/or potential customer(s) with AFPL.

17. Any and all disputes arising out of or in connection with this CA or its performance shall be referred to Arbitration by a sole Arbitrator to be appointed mutually by both the parties. The arbitration shall be held, in Mumbai in English, in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and the award from such Arbitrator shall be binding on both parties.

18. AFPL can add/modify existing conditions in mutual consensus with the CONNECTOR in writing and any communication from AFPL on terms and conditions will be treated as part of this CA and will be binding on the parties herein.

19. It is agreed by the parties that this CA is binding on the parties and shall be enforceable in the court of Law. The Courts in Mumbai shall have exclusive jurisdiction.

20. CONNECTOR'S relationship with AFPL will be that of an independent contractor sharing a principal-to-principal relation with each other and nothing in this CA shall be construed to create or imply a partnership, agency, joint venture or employer-employee relationship with each other.

21. The CONNECTOR shall not assign or subcontract any of its responsibilities contained in this CA to any agent, sub-agent or subcontractor without prior written permission of AFPL.

22. The CONNECTOR shall not be a minor and be of sound mind.

23. In order to fulfil the purpose of registration process, for the purpose of being registered as a CONNECTOR, one shall register oneself on the Mobile App and shall, for completing the said registration process: (a) correctly fill/enter all the information in the requisite fields/columns provided on the registration page of the Mobile App ("Registration Page") or similar page; and (b) upload a photo of all the necessary documents as mentioned in the Registration Page or similar page as per the instructions provided therein (collectively, "Registration Process"). In the event, there is any change/modification/correction in the information uploaded on the Registration Page, the CONNECTOR shall, hereby undertake to update the information on the Mobile App or to the AFPL within 7 (seven) days from the date of occurrence of such change/modification/correction.

23A. While providing the requisite information and uploading the documents in accordance with clause 23 as mentioned hereinabove, the CONNECTOR shall ensure that the bank account details furnished by the CONNECTOR are same as that of the account details mentioned on the cancelled cheque uploaded by the CONNECTOR. In case of any error/mismatch between the both, the bank account details mentioned on the cancelled cheque uploaded by the CONNECTOR shall be considered as true and correct for the purpose of release of all payments to the CONNECTOR. In case of any change/modification in the bank account details furnished by the CONNECTOR, due to any reason, the CONNECTOR shall duly request in writing to AFPL for the same via the official email id of AFPL i.e., vendor.creation@ambit.co along with a cancelled cheque. In case such a request is not duly made by the CONNECTOR as prescribed or the CONNECTOR fails to provide the prospective correct bank account details, AFPL shall not be liable for release of any amount into the bank account previously furnished by the CONNECTOR.

24. The CONNECTOR shall permit AFPL, its officials, auditors and regulators, to monitor the Services from time to time and to inspect, examine and audit Connector’s operations and business records, reports and documents directly relevant to the Services. The CONNECTOR shall render the fullest co-operation in any such auditing, monitoring, inspecting and examining It shall not impede or interfere with the ability of AFPL to effectively oversee and manage the activities or the Services performed by the CONNECTOR nor shall it impede the regulator of AFPL in carrying out its supervisory functions and objectives. It is clarified that the CONNECTOR shall comply with any direction given by a regulator of AFPL in relation to the activities or Services performed by the CONNECTOR for AFPL.

25. The CONNECTOR shall co-operate with AFPL to take any corrective actions in case of any shortcomings or deficiencies coming to light as a result of such monitoring, audit, review or otherwise.

26. The CONNECTOR shall have in place a robust contingency and business resumption plan (“Contingency Plan”) to ensure continuity of the Services and to ensure that the Services would not be adversely affected on account of any factors including natural/man-made disasters. The said Contingency Plan shall be reviewed by AFPL from time to time and periodically tested. The CONNECTOR shall also share the Contingency Plan with AFPL and permit AFPL to test the same at reasonable intervals. AFPL retains the right to intervene with appropriate measures for ensuring continuity of its services.

27. The CONNECTOR agrees that any applicable grievance redressal policy of AFPL shall also apply to issues arising out of the Services rendered by the CONNECTOR and the CONNECTOR shall adhere to and be bound by the same.

28. The CONNECTOR shall ensure that AFPL’s information, documents, records and other assets which may come into its possession or it may have access to pursuant to the Services shall be clearly isolated from that of others. The CONNECTOR shall at all times ensure the preservation and protection of security and confidentiality of information of the customers of AFPL which may be or may come to be in its custody or possession. It shall not share such information with any third party without prior written consent of AFPL and shall safeguard such information with no lower degree of care than it uses for its own information of like sensitivity and importance. It shall further ensure that as and when requested by AFPL it is able to provide such documents, records, information and assets forthwith to AFPL and the same can be removed from the custody or possession of the CONNECTOR or deleted, destroyed or rendered unusable at the request of AFPL. Further, AFPL shall be entitled, at all times, to back up files, records or documents of AFPL which may be with the CONNECTOR.

29. This CA shall not be varied, amended or modified by any of the Parties in any manner whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in writing and duly executed by both the Parties.

30. I / We, the CONNECTOR, hereby declare that we are not required to obtain registration under GST Act as per the latest applicable provisions of said Act. Accordingly, we have not obtained registration under the said act. We understand that being non- registered under GST, we will not be able to claim GST credit. We request you to take our status as ‘Unregistered’ for GST purpose. We also undertake that, if in future we obtain GST registration, we shall inform you in writing along with a copy of our registration certificate. For the purpose execution and commencement, the date and place of Registration in Mobile App shall be considered as the date and place of execution and commencement of this Connecter Agreement.

SCHEDULE-I

The referral fee payable to the CONNECTOR and other related terms of payment pursuant to this CA shall be as under:

Referral fee:

Above percentages are as a % of the amount disbursed in a calendar month (applicable for the cases referred by the CONNECTOR and fulfilled by the AFPL employee) •

For balance transfer cases, the payout will be processed once the balance transfer is completed in entirety.

For cases where disbursals are happening in tranches, payout will be released only when all tranches have been disbursed.

Payout shall be released only after all OTC and PDD Clearance.

AFPL shall also have the right to set off, deduct and recover from the fees or any other amount payable to the CONNECTOR, any and all amounts which may be or become payable or which the CONNECTOR is liable to pay to AFPL under this CA or on any other account whatsoever. The CONNECTOR shall immediately reimburse any amount, which has been accidentally paid to the CONNECTOR. AFPL’s decision with regard to payments shall be final & binding on the CONNECTOR.

The CONNECTOR must revert in writing to AFPL within 30 days of the date of payment of Referral fees for any reconciliation relating to short payment of Referral fees, failing which any representation from the CONNECTOR in this regard will not be entertained.

In the event of a disbursement(s) getting cancelled, the CONNECTOR will not be paid any Referral fee in respect of that disbursement(s). If Referral fee has already been paid to the CONNECTOR for such disbursement(s), that payment will be reversed, and the amount will be deducted from the CONNECTOR's subsequent payout/s.

SCHEDULE-II

Duties and obligations of the CONNECTOR

The referral fee payable to the CONNECTOR and other related terms of payment pursuant to this CA shall be as under:

1. The CONNECTOR shall understand the financial products and schemes of AFPL in order to be in a position to explain and highlight the beneficial aspects of the financial products and schemes to its customers.

2. The CONNECTOR will have the option to refer the customer leads on the AFPL provided mobile application which shall be then pursued by AFPL employees for closure.

3. It shall be the endeavour and duty of the CONNECTOR to identify genuine customers based on the standards and norms prescribed by AFPL from time to time for availing of the financial facility from AFPL under the schemes chosen by the customers.

4. If the CONNECTOR wilfully suppresses any information or conducts itself in such a manner to be guilty of inducing AFPL to accept any proposal for the ulterior benefit of the CONNECTOR, it shall be held liable for the loss caused to AFPL and it shall be open to AFPL to terminate this CA and take recourse to appropriate legal proceedings.

5. The CONNECTOR shall not carry out any transactions in cash.

6. The CONNECTOR shall under no circumstances either share in part or in full the commission received with the prospective customers nor will the CONNECTOR provide to the prospective customer any incentive either in cash or kind.

7. The CONNECTOR shall not launch any promotion scheme pertaining to any product of AFPL.

8. The CONNECTOR shall not accept any payments from customers of the AFPL in the name of the CONNECTOR or in the name of its firm/employees/associates/agents, whether made by cheque or demand draft or pay-order or in any other means.

9. The CONNECTOR shall not make any statement/ representation / warranty/ promises or assurances on behalf of AFPL to its customers beyond what is contained in the brochures or catalogues setting out the financial products and schemes as issued by AFPL.

10. If the CONNECTOR makes any false promises or gives any assurances or makes any representation which is not otherwise contained in the schemes circulated by AFPL, and on account of such representation if AFPL suffers any damage, loss or is made to institute/defend any litigation, the CONNECTOR shall be bound to indemnify AFPL under such circumstances, for all the loss suffered or sustained and this indemnity by the CONNECTOR shall survive the termination of this Agreement. This is without prejudice to the other rights and remedies in law and/or contract of the AFPL against the CONNECTOR.

11. In case of interactions with customers of AFPL or with third parties on behalf of AFPL, the CONNECTOR shall ensure to perform such activities with care and sensitivity, with due regard to aspects such as soliciting customers, hours of calling, privacy of customer information and conveying correct terms and conditions of the products on offer.

12. The CONNECTOR shall adhere to the applicable Code of Conduct prescribed by AFPL as also the Fair Practices Code or such other guidelines prescribed by the Reserve Bank of India (“RBI”) or other applicable regulators.

13. The CONNECTOR shall not do any acts which may damage the integrity and reputation of AFPL.

14. The CONNECTOR or its employee or agents shall not resort to intimidation or harassment of any kind, either verbal or physical against any person including acts intended to humiliate publicly or intrude the privacy of any person or his/her family members, referees and friends or make threatening or anonymous calls or false and misleading representations.