DISCOUNTING AGREEMENT

This Discounting Agreement (hereinafter referred to as the “Agreement”) is made at the place and date as specified in Sr. No. 1 and Sr. No. 2 of the Schedule 1 respectively between such persons, (A) whose name(s) and address(es) are as specified in Sr. No. 3 of the Schedule 1 hereunder (hereinafter referred to as the “Seller” which expression shall unless repugnant to the context or meaning thereof shall include its successors, legal representative and permitted assigns); AND (B) whose name(s) and address(es) are as specified in Sr. No. 3A of the Schedule 1 hereunder (hereinafter referred to as the

“Purchaser(s)” which expression shall unless repugnant to the context or meaning thereof shall include its successors, legal representative and permitted assigns), AND TEXTERITY PRIVATE LIMITED, a private limited company incorporated under the laws of India, holding CIN U72900KA2021PTC153540, and having its registered office at 86/1, 2nd Floor Maruti Complex, New Thippasandra Main Road, Next To Anjaneya Temple Bangalore 560075 (hereinafter referred to as the

“Texterity”, which expression shall unless repugnant to the context or meaning thereof mean and include its directors, successors, legal representative and permitted assigns).

(The Seller, the Purchaser and Texterity are hereinafter collectively referred to as “Parties” and individually referred to as the “Party”).

WHEREAS Parties are duly and validly existing in India. Texterity operates an online technology platform being https://www.jiraaf.com/ (hereinafter referred as the “Platform”), for facilitating purchase of trade receivables amongst the interested counter-parties registered on the Platform. The Seller sells products/provides services to its customers (“Customer(s)”). Pursuant thereto, the Seller raises invoice(s) on the Customers in respect of goods and/or services sold and/or provided by the Seller to the Customers from time to time (“Sale Transactions”). The Seller intends to get its certain Invoice(s) discounted and hence approached Texterity. Texterity has presented the deal before the Purchaser and the Purchaser has independently and based on its own determination, and relying upon the representations, warranties, covenants and undertakings given and made by the Seller herein, considered and agreed to enter into the Discounting Transaction as per terms hereof and discount the selected invoice(s) forming part of Schedule 2 (“Selected Invoice”) hereunder on the terms and conditions hereinafter contained.The Parties are desirous of recording the understanding arrived at by and between themselves in the matter hereinafter appearing. NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:

1 DEFINITION AND INTERPRETATION

1.1 Definitions: In this Agreement unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

(i) “Applicable Laws” shall mean any law, statute, rule, regulation, ordinance, direction, guideline, judgment, award, decree, writ or other binding action or condition imposed by any government department/agency or instrumentality of any governmental authority, or any court or arbitral tribunal or any self-regulatory body of any jurisdiction which is applicable to a Party or to which its business or assets may be subject;

(ii) “Agreement” shall mean this discounting agreement, together with recitals and schedules attached hereto and any amendments thereto;

(iii) “Assignment Termination” shall have the meaning ascribed to the term in Clause 3.2 hereunder;

(iv) “Confidential Information” shall mean 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(ies) 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(ies) to be proprietary and confidential to the discloser, or to a third party;

(v) “Consideration” shall mean the amount, up to the limit(s) specified in Sr. No. 5 of the Schedule 1 which is Invoice Receivables net of Margin Amount, payable by the Purchaser(s) to the Seller towards Discounting the Selected Invoice(s);

(vi) “Discount Amount” shall mean the discounted amount component arrived at by applying the Discounting Rate on the Consideration for the period upto the Settlement Date as per terms hereunder.

(vii) “Discounting” shall mean the discounting of the Selected Invoice(s) as per the terms hereof, as part of the Discounting Transaction;

(viii) “Discounting Rate” shall mean the annualized rate specified in Sr. No. 6 of the Schedule 1 hereunder;

(ix) “Discounting Transaction” shall mean the transaction wherein Purchaser(s) will be discounting Selected Invoice(s) in consideration Seller transferring its rights and interest on Invoice Receivables;

(x) “Effective Date” shall mean the date of execution of this Agreement by the last Party signing it;

(xi) “Facilitation Fee” shall mean the service fee due and payable to the Texterity as per terms hereof for facilitating the Discounting Transaction;

(xii) “Invoice Receivables” shall mean all amount(s) receivable by the Seller from the relevant Customer(s) pursuant to the Selected Invoice(s) which have been specified in Sr. No. 4 of the Schedule 1;

(xiii) “Default Interest” shall have the meaning ascribed to the term in Clause 3.3;

(xiv) “Margin Amount” shall mean the amount deducted from the Invoice Receivables amount, to the extent specified in Sr. No. 7 of the Schedule 1 hereunder, on account of inter alia the Discount Amount, Seller’s credit worthiness and other financial credentials of the Seller, for the purpose of calculating the Consideration;

(xv) “Sale Transactions” shall have the meaning ascribed to the term in Recital above;

(xvi) “Selected Invoice(s)” shall have the meaning ascribed to the term in Recital above;

(xvii) “Purchaser’s Account” shall mean the bank account of Purchaser details whereof morefully specified in Sr. No. 9 of the Schedule 1 hereunder;

(xviii) “Seller’s Account” shall mean the bank account of Seller details whereof morefully specified in Sr. No. 10 of the Schedule 1;

(xix) “Settlement Account” shall mean the bank account, opened, maintained and operated by the Texterity details whereof morefully specified in Sr. No. 11 of the Schedule 1 hereunder which account shall be be utilised for the purpose of settlement of the amounts pursuant to the Discounting Transactions facilitated by the Texterity as per term hereof;

(xx) “Settlement Date” shall mean period specified in Sr. No. 12 of the Schedule 1 hereunder; and

(xxi) “Term” shall have the meaning ascribed to the term in Clause 7.1. 1.2 Interpretation: Unless the context otherwise requires in this Agreement:

(i) words importing persons or parties shall include firms and corporations and any organizations having legal capacity;

(ii) words importing the singular include the plural and vice versa where the context so requires;

(iii) reference to any law shall include such law as from time to time enacted amended, supplemented or re-enacted;

(iv) reference to any gender includes a reference to all other genders;

(v) reference to the words "include" or "including" shall be construed without limitation;

(vi) reference to this Agreement or any other agreement, deed or other instrument or documents shall be construed as a reference to this Agreement, such agreement, deed or other instrument or document as the same may from time to time be amended, varied, supplemented or novated;

(vii) in addition to the terms defined in Clause 1.1 above, certain other terms are defined elsewhere in this Agreement and wherever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires;

(viii) the headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction hereof; and

(ix) the recitals and schedule of this Agreement shall form an integral part of this Agreement. 2 DISCOUNTING AND TRANSFER OF RIGHTS

2.1 The Parties agree and confirm that, upon execution of this Agreement and receipt by the Seller of the Consideration (subject to deduction of applicable goods and service tax) in the Seller’s Account as per the terms hereof, all rights and interests in the Invoice Receivables shall stand irrevocably assigned and transferred in favour of the Purchaser(s), and the Seller shall have no rights to the Invoice Receivables.

2.2 The Parties agree that the Selected Invoice(s) shall be Discounted in the following manner:

(i) simultaneously or immediately after the execution of this Agreement, Purchaser(s) shall transfer the Consideration to the third-party payment gateway service provider’s nodal account integrated with Platform for the purpose of Discounting of Selected Invoices;

(ii) upon receipt and collection of the Consideration in third party payment gateway service provider’s nodal account integrated with the Platform, Texterity shall, acting on behalf of the Purchaser(s), immediately or in any event within 5 (five) business days from the date of said receipt, cause the transfer of Consideration amount to the Seller’s Account (net of applicable goods and service tax) thereon from the third-party payment gateway service provider’s nodal account integrated with Platform.

(iii) Upon receipt of the Consideration amount and accrued Discount Amount thereon in the Settlement Account, Texterity shall, within 1 (one) business days, pass-on the Consideration amount and received Discount Amount to the Purchaser’s Account. In case, there are multiple Purchaser(s) participated in transaction contemplated in this Agreement, Texterity shall distribute the Consideration amount and Discount Amount it has received in Settlement Account on pro-rata basis.

2.3 Texterity shall not appropriate the Consideration and the Discount Amount received, in any other manner, other than the manner specified herein. Texterity is merely acting in the capacity of an administrator for the sums involved under this Agreement and transaction contemplated herein, and as such Texterity shall at all times only act as an administrative conduit between the Seller and Purchaser(s) for the sake of operational efficiencies and shall not have any other rights or privileges other than receiving Facilitation Fee from Seller/Customer(s)/Anchor(s) (as the case may be) as per separate agreed arrangement with Seller/Customer(s)/Anchor(s) (as the case may be) for rendering suchservices. Texterity shall not be responsible for any loss/liability occasioned to Seller or any other Party to this Agreement including any person deriving right, title, benefit thereunder by virtue of anything contained in this Agreement or anything done or abstained thereunder.

2.4 The Seller hereby acknowledges that, pursuant to the Seller having approached the Purchaser(s)

(through Texterity) for the Discounting Transaction entered into hereunder, the Purchaser(s) has agreed to Discount the Selected Invoice(s). Further, the Seller acknowledges and agrees that, subject to Applicable Laws and without prejudice to any other rights that the Purchaser(s) may have, for the purposes of the Insolvency and Bankruptcy Code, 2016: (a) the amount payable to the Purchaser pursuant to the Discounting Transaction entered into by the Seller with the Purchaser hereunder would be construed to be a ‘financial debt’ inter se between the Seller and the Purchaser(s) in case Seller fails to discharge its payment obligation hereinunder on the Settlement Date and (b) the Purchaser(s) would be regarded as ‘financial creditor’ and accordingly the Purchaser will be able to exercise its rights as a ‘financial creditor’ as may be required.

2.5 The Purchaser(s) and Seller acknowledge and agree that the Consideration amount received in the Settlement Account, and the Discount Amount received in the Settlement Account as per terms hereinabove, shall held by the Texterity on behalf of the concerned Parties (other than Texterity) to the Discounting Transaction, as an administrator, and Texterity does not have any interest in the amounts in the Settlement Account.

2.6 The Parties agree that Texterity is merely a service provider that provides the services in relation to the Discounting Transaction, and that Texterity shall not be responsible for the Discounting and the transactions arising in relation thereto, which are entered into by and between the Purchaser(s) and the Seller. Further, under no circumstances shall it be construed that Texterity is providing any discounting or credit facilities to any party. 2.7 In case any restrictions are imposed on any of the banks with whom the Settlement Account is being maintained, pursuant to a change in law or otherwise which may adversely affect the transaction contemplated hereunder and/or the performance of the obligations of the Parties hereunder or where the banks maintaining any of the aforesaid accounts cannot/ do(es) not permit the maintenance and operation of the aforesaid accounts as per the terms agreed in relation thereto or the arrangement between Texterity and the concerned bank in relation to any of the aforesaid account(s) is terminated for any reason, Texterity shall be entitled to designate any other bank for the purpose of maintenance of the relevant accounts. In this relation, each of the Parties agree to execute and/or provide such documents/information as may be required to comply with the aforesaid designation by Texterity.

3 INVOICE PAYMENT, DEFAULT

3.1 The Parties agree that the Seller shall pay or cause the Customer(s) to pay the Consideration amount and accrued Discount Amount thereon as per the terms hereof into the Settlement Account on Settlement Date.

3.2 It is further agreed among the Parties that if the Seller fails to repay the Consideration Amount and accrued Discount Amount thereon on or before the Settlement Date, subject to the Purchaser’s other rights under this Agreement, the assignment/transfer of rights and interest in the Invoice Receivables by the Seller in favour of the Purchaser as per the terms hereof shall, at the sole discretion of the Purchaser(s) (and acting through the Texterity), stand terminated

(“Assignment Termination”). Notwithstanding such Assignment Termination (as applicable), the Purchaser(s) shall be entitled to recover from the Seller an amount equal to the sum of the Consideration amount and the accrued Discount Amount (calculated for the period upto the Settlement Date); and any other penalties/other amounts payable, as financial debt, as per the terms hereof.

3.3 Further, if the Seller fails to repay or fails to cause the Customer(s) to repay the Consideration amount and the accrued Discount Amount thereon (calculated for the period upto the Settlement Date) by Settlement Date, then the Seller shall be liable to said outstanding amount(s) along with interest which shall be calculated at the rate specified in Sr. No. 8 of the Schedule 1 hereunder

(“Default Interest”) on the outstanding and unpaid amounts for a period commencing from the Settlement Date till the date when actually paid (both inclusive). It is hereby clarified that the Default Interest charged in terms of this Clause 3.3 shall be in addition to the Discounting Rate applicable for each additional days until all dues payable to Purchaser(s) being actually paid. Moreover, Parties hereby agree that the Default Interest to be payable by the Seller to Purchaser(s) herein, are liquidated damages and not penalty and are reasonable pre-estimates of the loss caused to Purchaser(s) on account of Seller being failing to discharge its invoice payment obligation on the Settlement Date as per term hereof. The Parties acknowledge that the aforesaid liquidated damages and the amounts accrue/arise to Purchaser(s) pursuant to such liquidated damages are a fair assessment of the amount of loss that would be incurred by Purchaser(s) as a result of breach by the Seller of its obligations under this Agreement.

3.4 The Seller agrees that if the Seller fails to discharge its obligation hereunder as per terms hereof on Settlement Date, Texterity (acting on behalf and for benefit of Purchaser), shall be upon expiry of Settlement Date, entitled to initiate proceedings against the Seller, with Purchaser’s consent, under any provisions of Applicable Law, at the sole responsibility, risk, cost and consequences of the Seller including with respect to all legal costs and fees borne by the Party that will be adjudged to be in default. It is clarified that the initiation and management of any proceedings by Texterity on behalf of the Purchaser(s), shall be at the sole discretion of Texterity and nothing herein will preclude Purchaser(s) to initiate any proceeding against the Seller independently.

3.5 It is hereby further clarified that in case Texterity initiates any proceeding against the Seller on behalf and for benefit Purchaser(s) in terms of foregoing Clause 3.4 hereof or in general to recover the amount(s) due to the Purchaser(s) as per terms hereof, Texterity shall independently be entitled to charge such facilitation/service fee separately as mutually agreed with Purchaser(s) in this regard.

3.6 Notwithstanding anything contained in this Agreement, the Seller agrees and acknowledges that the Discounting Transactions entered into under this Agreement shall be regarded as discounting transactions entered on a ‘recourse basis’, primarily since the Purchaser will always have a recourse to the Seller in case of non-payment of the amount receivable to Purchaser(s) against the Selected Invoices discounted as per terms hereof (and any other amounts payable to Purchaser(s) hereunder).

3.7 The Parties agree that the Purchaser(s) is/are participating in this Discounting Transaction independently/collectively with/without participation of other purchaser, as the case may be applicable. Where multiple purchasers are participating in this Discounting Transaction and being a Party to this Discounting Agreement, Parties hereby agree and acknowledge that in such case rights and interests created in favour of such each Purchaser as per terms hereof onto the Invoice Receivables and Selected Invoice(s) shall be in proportion to and only to the extent of his/her/its contribution in Consideration amount. Further, Parties agree that, the rights of Purchaser(s) in such case, shall rank pari passu among all the Purchaser(s), and any amounts paid by the Seller

(or relevant Customer) as per terms hereof shall be transferred/distributed by the Texterity from the Settlement Account into the accounts of each such Purchaser in the proportion to and to the extent of his/her/its contribution in Consideration amount. It is hereby reiterated that where more than one Purchaser have participated and purchase the trade receivables under Selected Invoice(s) as per terms hereof, in such cases pro-rata right, title, benefit and interest in, to and under the Selected Invoice(s) and Invoice Receivables amount payable thereunder (together with all rights, privileges and benefits appertaining thereto) shall be created in favour of each Purchaser in proportion to the Acquisition Price (as Specified in Sr. No. 15 of the Schedule 1) paid by such Purchaser. Further, notwithstanding anything otherwise provided in this Agreement including any other agreement, document, paper, writing executed by such Purchaser with Texterity or Seller, no right, title, benefit and interest in, to and under Selected Invoice(s) and Invoice Receivables amount payable thereunder (together with all rights, privileges and benefits appertaining thereto) shall be created in favour of a Purchaser unless Acquisition Price is being successfully credited in third party payment gateway service provider’s nodal account integrated with the Platform.

3.8 The Parties agree that the Purchaser(s) may discount a part of a Selected Invoice(s) and the part of such Selected Invoice(s) not discounted by the Purchaser(s) may be discounted by other purchaser(s) arranged/facilitated by Texterity (“Other Purchasers”) and accordingly the rights and interests in the Invoice Receivables relating to the concerned Selected Invoice(s) shall be created in favour of the Purchaser(s) in proportion to and only to the extent of the part of the Selected Invoice(s) discounted by the Purchaser(s). It is agreed and understood by the Parties that the rights and interests in the remaining portion of the Invoice Receivables shall be created in favour of Other Purchasers in proportion to the parts of the Selected Invoice(s) discounted by the Other Purchasers. The Parties agree that, where a part of a Selected Invoice has been discounted by the Purchaser(s) and the undiscounted portion has been discounted by Other Purchasers, then the rights of the Purchaser and the Other Purchasers in respect of amounts receivable under such Selected Invoice shall rank pari passu between the Purchaser(s) and the Other Purchasers, and such amounts paid by the Seller (or relevant Customer) shall be transferred from the Settlement Account into the accounts of the Purchaser(s) and the relevant Other Purchasers in the proportion in which the Selected Invoice(s) amount(s) has been discounted by the Purchaser(s) and the Other Purchasers.

4 REPRESENTATION AND WARRANTIES

4.1 Each Party represents and warrants other that:

(i) it has the power and requisite authority, permission, approval and sanction to enter into and to exercise its rights and to perform its obligations hereunder;

(ii) it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder;

(iii) the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable; and

(iv) neither the execution nor performance of this Agreement will contravene any provision of any Applicable Laws; or any contract, agreement or document by which it is/may be bound. 4.2 The Seller further represents, warrants and covenants that:

(i) It is a bona fide entity, authorised to sell its products and/or provide its services to the concerned Customer and has not been disqualified or placed on any default or blacklist by the concerned Customer;

(ii) the Selected Invoice(s) made available for Discounting under this Agreement are unpaid, genuine and bona fide invoice(s) raised by it on the concerned Customer and not discounted/under finance including any sort of advances/charged with any other financial institution(s), NBFC(s), bank(s) or body corporate and the Invoice Receivable amounts under Selected Invoice(s) represent amounts due from the concerned Customer to the Seller;

(iii) the right, title and interest in the Invoice Receivables assigned to/created in favour of the Purchaser hereunder is absolute, clear, solely in favour of the Purchaser, and the Seller shall ensure that concerned Customer does not challenge its liability to pay the Invoice Receivable amounts to the Seller;

(iv) the Invoice Receivables are/will be free and clear of all encumbrances, charges, hypothecations and liens, or any other third party interest created in any manner whatsoever.

(v) The Selected Invoice(s) do not permit set-off of any amount due and payable under the Selected Invoice(s) against any other amount payable by the Seller to the concerned Customer;

(vi) the payment obligation of the concerned Customer in respect of the Invoice Receivables is not conditional upon performance of any obligations by the Seller and payment of the Invoice Receivables is an absolute and unconditional obligation of the concerned Customer;

(vii) Concerned Customer is financially sound and solvent and is not delinquent in payment of any of its financial debts, and there are no circumstances which will render the concerned Customer delinquent in future or which may adversely affect the financial health of the concerned Customer or the ability of the concerned Customer to meet its financial indebtedness;

(viii) there is nothing that may affect the validity, enforceability, recoverability, and value of any Invoice Receivables. Concerned Customer will not assert any claim, dispute, defence or otherwise impair the timely payment of the Invoice Receivable amounts to the Purchaser;

(ix) there is no claim, right to set-off, relief, right, mutual obligation, contest, counter claim or other right to receive payments that the concerned Customer has against the Seller, which may be deducted, or claimed by the concerned Customer) or be deductible from the Invoice Receivable amounts;

(x) the goods sold and/or services provided to the concerned Customer have been sold and/or provided in accordance with the terms agreed between the relevant Customer and the Seller;

(xi) the amounts invoiced under the Selected Invoice(s) have not been paid by the concerned Customer to the Seller;

(xii) 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 which will adversely impact the Discounting Transaction.

(xiii) The Seller has agreed not to induct into its board a person whose name appears in the wilful defaulters list of Reserve Bank of India. In case such a person is already on the board of Seller, it will remove such person within 7 (Seven) business days from the Effective Date.

(xiv) The Seller has agreed not to enter into any understanding or revise the existing understanding with respect to any of the terms contained in the Selected Invoice or the repayment thereof, without the prior written consent of Texterity.

(xv) The Seller shall notify Texterity in the event it receives any notice regarding any dispute with the concerned Customer, immediately upon receipt of such notice.

(xvi) Texterity shall have the right to undertake audit of the books and records of the Seller pertaining to the Selected Invoice(s), from time to time, at the cost of the Seller, to establish the genuineness of the underlying transactions.

5 CONFIDENTIALITY

The Parties shall not disclose the Confidential Information to or permit access by any third party without the prior written consent of the disclosing Party(ies). The receiving Party(ies) shall be permitted to disclose the Confidential Information to its/their employees, shareholders, directors, agents, advisors and sub-contractors (as applicable) (“Representatives”) on a need-to-know basis, provided the receiving Party(ies) ensures that its/their Representatives agree to be bound by similar non-disclosure obligations and sign a non-disclosure or similar agreement in content substantially similar to this Agreement. The receiving Party(ies) shall be responsible for any breach of this Agreement by its/their Representatives and further agree(s) to indemnify the disclosing Party(ies) at all times for any loss suffered on account thereof. The Parties shall not use any Confidential Information of the other Parties for any purpose other than as contemplated under this Agreement. Each Party shall take all reasonable measures to maintain the confidentiality of all such Confidential Information of the other Party(ies) 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. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure (i) of information that is in or enters the public domain other than by reason of a breach by a Party; or (ii) of information that was in the possession of the receiving Party prior to disclosure under this Agreement, as evidenced in writing, except to the extent that such information was unlawfully appropriated; or (iii) of information which has been independently developed as a result of the efforts of receiving Party and not as a direct or indirect result of the disclosure of Confidential Information by the disclosing Party; or (iv) of information that was rightfully disclosed to it by a third party, the disclosure of which to the receiving Party does not, violate any contractual or legal obligation such third party has to the disclosing Party with respect to such information that the receiving Party is aware of. The receiving Party may make disclosures required under Applicable Law or court order provided the receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the disclosing Party to seek a protective order or appropriate remedy. 6 INDEMNITY

The Seller agrees and undertakes to severally keep and hold the Purchaser, Texterity and their respective directors, officers, shareholders, employees, agents and representatives (collectively, the “Indemnified Parties”) indemnified and harmless against all costs, expenses, claims

(including third party claims), liabilities, demands, prosecutions, damages and proceedings which may be caused to or suffered by or made or taken against any of the Indemnified Parties arising out of:

(i) the breach of any of its representations and warranties as contained in this Agreement;

(ii) default or non-performance of this

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