Memorandum of Understanding

This Memorandum of Understanding (“MoU”) is made on August 4, 2019 between

Javaji M Consulting Pvt, Ltd, registered in India having its office at 556, 3rd Floor, 60 Feet Road,15th Main,
Sahakaranagar ’F’ Block, Bengaluru-560092 through its authorized representative, Munirathnam J, Managing
Director (hereinafter called “JMC” which expression unless it be repugnant to the subject or its context includes
their successors and assigns) of the ONE PART.
and

XXXX, registered in India having its office at Key in the Address of the Company through its authorized
representative Name of the Signing Authority , Designation (hereinafter called “Short form of the Company”
which expression unless it be repugnant to the subject or its context includes their successors and assigns) of
the OTHER PART.
Whereas

both the Parties herein wish to pursue discussions on advisory role with each other in relation to equity
participation, JV, partnerships, M&A advisory and related activities

Both parties are interested in adding more clients, connecting with matching sell-side consultants when either
party have a buy-side mandate, and connecting with matching buy-side consultants when either party has a
sell-side mandate
and whereas

Both parties are desirous of referring additional opportunities for work in consideration of a suitable share in
the fees generated by such referrals, and whereas this would require JMC & XXXX sharing confidential
information about clients, current and prospective, with each other. The Terms & Conditions are Mutual
and Reciprocal.

1. RECIPROCAL FEE SHARING ARRANGEMENT

NEW CLIENT FOR CONSULTING WORK:

In case either party introduces a new client to each other, who has not been previously approached by the other
party, and this results in the client retaining JMC/XXXX and successfully closing a transaction, the other party would
be paid a consulting fee on receipt of net revenue at 30% of the total fees charged by JMC/XXXX

SUPPORT IN FINDING A BUY-SIDE INTERMEDIARY:

In case JMC has a sell-side mandate, and XXXX introduces the opposite party and results in a successful transaction,
in such cases XXXX would be paid a fee share of 30% of the total fees charged by JMC.

SUPPORT IN FINDING A SELL-SIDE INTERMEDIARY:

In case JMC has a buy-side mandate, and XXXX arranges an introduction to the other party, and this results in a
successful transaction, JMC would be paid a fee of 70%.

INVOLVEMENT OF INTERMEDIARIES:

However, where this is possible due to the involvement of other intermediaries, then each party shall be responsible
for the pay outs to such other intermediaries out of their portion of the consulting fee.

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 Memorandum of Understanding
OTHER PERMUTATIONS & COMBINATIONS:

In all other cases, a fee may be confirmed in writing on a case to case basis.

FEE FOR SUCH PURPOSES:

All taxes, withholdings, refundable fees & deposits and expense reimbursements would be netted (deducted) from
the gross amount received from the client, and only the balance would be used as the basis of sharing.

PAYMENT:

Both understand that clients pay JMC/XXXX in accordance with contracts entered into, with delays and defaults
from time to time. Each party shall be entitled to above mentioned fees, within 7 business days of end-client’s
payment. Both parties shall have the right to set-off any amounts owing to other party. It shall be noted that this
clause shall survive the termination of this agreement under any circumstances.

2. CONFIDENTIALITY

During the provision of services, each party (“Receiving Party”) or its representative/ employee may receive or
acquire, any confidential or proprietary information (howsoever disclosed) including regarding the business or
operations of the other Party (“Disclosing Party”) and the Receiving Party and its representative/ employee shall at
all times, during the term of this Agreement or for a period of three (3) years thereafter, maintain the said
confidential information in the strictest confidence and trust and shall not disclose the same to any person
whatsoever including the other employees of the Disclosing Party.

The term "Confidential Information" shall specifically include any tangible expression of such information, including,
without limitation, journals, notebooks, computer programs, samples, models, prototypes, presentations and mock-
ups relating thereto, and shall further include any confidential or proprietary information owned by any other
person or entity and furnished by such other person or entity pursuant to an undertaking to maintain the same in
confidence; but shall not include any information which is (a) part of public domain; or (b) disclosed to the Receiving
Party by any third party who is not under any obligation to not disclose such information and is lawfully in
possession of such information; or (c) discovered or created or independently developed by the Receiving Party
without reference to the Confidential Information of the Disclosing Party; or (d) required to be disclosed by law or
pursuant to any order of a court of competent jurisdiction.

3. GENERAL TERMS

a. NO-POACHING: During the period of this agreement and 1 year thereafter, neither party shall, unless mutually
agreed to by the other employ or render any services, directly or indirectly, from any personnel of the other.

b. NON-SOLICITATION: Both parties agree not to solicit from clients engaged during the course of this MoU
without the prior intimation to the other party during the contract period and for 1 year after the termination
of this contract.

c. RECIPROCITY: All the terms of this agreement shall apply in reciprocal basis.

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d. JURISDICTION: This agreement and all matters or disputes arising there from shall be governed in accordance
with the laws of the State of Karnataka, India in force at the applicable time.

e. NOTICES: Any notices required to be given hereunder shall be properly given if sent, in respect of the other
party, to the relevant address appearing above or notified in writing to the other party.

f. AUTHORITY: The individuals whose signatures appear below each warrant that they are duly authorized to
sign this Agreement on behalf of the company whose name appears above their signature.

g. CONFIDENTIALITY OF RELATIONSHIP: This Agreement will be confidential between the parties, and the
existence of this Agreement will not be disclosed by either party to any third party (other than accountants
and/or attorneys of the parties, who have a legitimate need to know, and who are bound by similar obligations
of non-disclosure relative to this Agreement), except to the extent required by law or regulation.

4. TERM

a. This agreement shall come into effect immediately upon signature by the party to sign last, and shall
remain in effect until terminated with a written notice of not less than 3 (three) months.

b. Survival:
(i) Clients introduced by each party to the other shall remain the clients of the company with whom the
first billing instance took place.
(ii) Clauses of confidentiality and payment of fees shall survive the termination of this agreement.

This document represents the entire agreement between the parties regarding the matters contained herein.
Neither party will be bound by any representations, warranties, promises or undertakings of the other party not
recorded herein. All alterations, cancellations, variations, or additions to this agreement must be agreed to in writing
and signed by the parties.

No amendment modification or waiver of any provisions of the Parties shall be effective unless the same shall be
in writing and signed or executed by both the Parties hereto. The MoU may be changed/ modified anytime during
the subsistence of this MoU.

IN WITNESS WHEREOF, each of the Parties hereto has caused this MoU to be executed by its duly authorized
representative on the day first hereinabove written.

For For

JAVAJI M CONSULTING PRIVATE LIMITED XXXXXX

Munirathnam J Name

August 4, 2019 August 4, 2019

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