PRIVATE & CONFIDENTIAL

SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (hereinafter referred to as the “Agreement”) is entered into on

this _________ at Singapore by and amongst AGRUD TECHNOLOGIES PTE. LTD. (Company
Registration No. 201633222E), an exempt private company limited by shares incorporated under the
laws of Singapore and having its office at 410 North Bridge Road, #4-10, Singapore 188726 (hereinafter
referred to as the "Company") and the Parties as set out in Schedule 1 to this Agreement (each a
"Shareholder" and collectively the "Shareholders").

In this Agreement (as it may be amended or modified from time to time in terms of hereof, along with all
its Schedules) each of the Company and each of the Shareholders shall be referred to as a ‘Party’ when
reference is to one of them individually and shall be referred to as the ‘Parties’ when they are referred to
collectively.

BACKGROUND:

(A). The Company is engaged in the Business (as defined herein) and has been duly
incorporated in Singapore.

(B). By entering into this Agreement, the Parties intend to record herein their understanding
in respect of regulating, as amongst themselves, the ownership, management, transfer of shares and
other affairs of the Company.

THE PARTIES AGREE AS FOLLOWS:

SECTION – I
Definitions and Interpretation

CLAUSE 1.1 Definitions & Interpretations. In addition to the terms defined in the introduction to, recitals
(set out above under heading Background) of and the body of this Agreement, whenever used in this
Agreement, unless repugnant to the meaning or context thereof, the capitalized terms used in this
Agreement shall have the meaning attributed to them in SCHEDULE 2 titled DEFINITIONS &
INTERPRETATIONS, attached hereto. The rules of interpretation that apply to this Agreement are also
set out in SCHEDULE 2 titled DEFINITIONS & INTERPRETATIONS.

SECTION – II
Overriding Effect of this Agreement

CLAUSE 2.1 Overriding effect of Agreement. The respective rights and obligations of the Shareholders in
the operation, control and management of the Company shall be interpreted, acted upon and governed
in accordance with the terms and conditions of this Agreement, the Constitution and subject to applicable
Laws:

(a) this Agreement shall prevail and have an overriding effect, notwithstanding anything
contained in any other document or agreement(s), except to the extent otherwise expressly agreed in
writing by the Parties;

(b) the understanding reflected in this Agreement shall prevail in case of any ambiguity or
inconsistency between this Agreement and any other document(s) or agreement(s) between the Parties

(c) to the extent possible and permissible, any such ambiguity/ inconsistency (referred to
in this Clause 2.1(b) above) will be removed and the Parties will so endeavor, by carrying out necessary
modifications to the Constitution or other relevant document(s) or agreement(s), as the case may be, to
ensure that the same are in conformity with the provisions of this Agreement.

SECTION – III
Business & Business Plans of the Company and Intellectual Property

CLAUSE 3.1 Business. The Company shall engage in the business of the creation and provision of next
generation cloud-based financial data aggregation, analytics and personalization tools or such other
business as may mutually be agreed by the Shareholders (‘Business’) in compliance with the
Constitution and applicable Laws. The Shareholders may also explore possibilities of expanding the
Business into new categories and sectors. Upon such expansion, the Shareholders shall undertake
consequential alterations to the structure of the Company based on mutual agreement of Parties at the
relevant time. Each Shareholder shall use its reasonable endeavors to promote and develop the
Business to the best advantage of the Company.

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CLAUSE 3.2 Business Plan. The Company shall prepare and submit to the Board for approval the
business plan and the budget from time to time in place for each Financial Year (collectively, the
‘Business Plan’). The Business Plan shall be prepared by the management of the Company in
accordance with inputs and guiding principles provided by Founder and approved by the Board in
relation to the development of the Business, reasonable revenue guidance, cash flow projections, market
conditions, competition and projected means of finance and any agreed funds utilization plans, projected
expenses of the Company, capital requirements of the Company, and shall be subject to the majority
approval of the Board in accordance with the terms of this Agreement and shall be adopted by the Board.

CLAUSE 3.3 Intellectual Property. All Intellectual Property Rights generated, developed or created by, or
at the direction of, the Company or to which the Company otherwise becomes entitled pursuant to this
Agreement or in the course of carrying on the Business is owned or will be owned by the Company and
the Company has or will have the right to use, exploit and license such Intellectual Property Rights as it
sees fit.

SECTION – IV
Capital for the Company

CLAUSE 4.1 Additional Capital Contribution(s). The Shareholders expressly understand and
acknowledge that the Company may require additional capital from time to time to meet the requirements
of its operations and conduct of the Business. In the event the Board determine that the Company
requires additional capital contributions at any time, the Board shall, for reasons to be recorded in writing,
require such capital contributions either from the Shareholders or third party investors (as may be
identified by the Board) in such aggregate amounts as may be determined from time to time by the
Board. In the event the Board proposes to obtain any capital contributions from the Shareholders, such
an offer calling for additional capital contributions shall be extended to all Shareholders in their respective
shareholding proportion. In the event the Board proposes to obtain any capital contributions from third
party investors, the new shares in the capital of the Company to be allotted and issued pursuant to such
capital contributions shall first be offered to the Shareholders in their respective shareholding proportion.

CLAUSE 4.2 Shareholder Dilution. In the event a Shareholder declines or otherwise fails to respond in
writing, within 15 (fifteen) days following the date of the Board’s notice calling for additional capital
contributions from the Shareholders, to contribute its respective proportionate share of such additional
capital requirements of the Company in accordance with the price and terms set out in such notice from
the Board, the Shareholder shall forfeit the right to purchase its entitled shareholding proportion of such
new shares to be allotted and issued upon which the Board shall be entitled to issue such new shares in
accordance with the price and terms set out in such notice from the Board at the same or higher price
and the Company shall take the requisite actions necessary to give effect to such allotment and issue of
new shares to the third party investor. The Shareholders hereby agree, acknowledge and confirm that
the Company may issue Shares by way of sweat equity, consideration other than cash, conversion of
loans or any outstanding debt, or under ESOP etc. which may also lead to the dilution of the
Shareholders.

SECTION - V
Management of the Company

CLAUSE 5.1 Board of Directors. The Board shall have authority with respect to all matters involving the
Business and other affairs of the Company, except for such authority as delegated to the Managing
Director or other officers of the Company as described in this Agreement. There shall be no shareholding
qualification for Directors.

CLAUSE 5.2 Composition of the Board. The Board shall consist of a maximum of five Directors.

CLAUSE 5.3 Meetings of the Board. The Board shall meet as per the requirements prescribed by
applicable Law and the Constitution. Except as otherwise set forth herein, all meetings of the Board
(including, without limitation, such Board meeting issues as notices, locations, adjournments and the like)
shall be governed by the applicable provisions of this Agreement, the Constitution and applicable Law.
The Board meeting may be held through video conferencing or other such electronic means as may be
approved by the Board and in accordance with the Law.

CLAUSE 5.4 Quorum & Convening of Meetings. A quorum for any meeting of the Board shall be
constituted by the attendance of (i) at least three Directors present and voting; and (ii) the Managing
Director. A meeting may be called by any Director giving notice in writing to the other Directors specifying
the date, time and agenda for such meeting along with copy of notice to all Directors of such meeting,
accompanied by a written agenda specifying the business of such meeting and copies of all papers
relevant for such meeting. The Company shall ensure that sufficient information is included with such

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notice to the Directors to enable each Director to make a decision on the issue in question at such
meeting. Not less than a minimum 7 (seven) days’ prior written notice shall be given to each Director of
any Board meeting, accompanied by the agenda for the Board meeting (unless all the Directors shall
have given written approval for a meeting to be called at shorter notice). In the Board meetings, only
such agenda shall be placed as is specified in the notice or shorter notice, as the case may be,

to the Directors and the agenda shall not be changed in any manner unless prior approvals of the Founder
are obtained.

CLAUSE 5.5 Board Meeting Expenses. The Company shall bear all reasonable traveling and other
expenses incurred by any Director in attending and returning from Board meetings and performing their
duties as a Director.

CLAUSE 5.6 Remuneration of Directors. Unless the Shareholders otherwise agree, Directors are not
entitled to receive Directors’ fees or other remuneration in connection with their role as Director.

CLAUSE 5.7 Chairman. The Directors will appoint a Director to act as Chairman.
The Chairman does not have a casting vote in addition to his deliberative vote.

CLAUSE 5.8 Voting. Each Director shall be entitled to one vote on all matters coming before the Board.

CLAUSE 5.9 Resolutions by Circulation. A resolution shall be passed by the Directors by circulation,
which resolution shall be passed if it receives the affirmative vote of a majority of the Directors. A circular
resolution shall constitute a valid decision of the Board provided that a draft of such resolution was sent
to all Directors together with a copy of all supporting papers.

CLAUSE 5.10 Minutes of the Board Meetings. The Company shall keep record of all resolutions and the
minutes of all meetings of the Board in which there shall be recorded the time and place of such meeting,
the notice thereof given, the names of those present and the processing thereof.

CLAUSE 5.11 Powers of the Board. The Board shall exercise final authority with respect to the Business
and the management, operations and policies of the Company and questions arising at any meeting of
Directors shall be adopted by a majority of votes and a determination by a majority of Directors is for all
purposes treated as a determination of the Directors.

CLAUSE 5.12 Powers of the Director. Each Director shall be entitled to examine the books, accounts
and records of the Company and shall have free and full access, at all reasonable times, to any and all
properties and facilities of the Company. The Company shall provide or cause to be provided such
periodic information within its possession or control relating to the business affairs, operations and
financial position of the Company as any Director may require.

CLAUSE 5.13 Managing Director. Throughout the term hereof, the Board shall appoint a managing
director of the Company (‘Managing Director’) who shall be the Founder or a party nominated by the
Founder. The Managing Director shall be a member of the Board. The Managing Director shall always
act under the direction, supervision and control of the Board. The Parties hereby agree that the Founder
shall be the Managing Director and shall draw the salary as may be approved by the Board. The powers
of the Managing Directors shall include to:

(a) Manage the day-to-day affairs of the Company subject to supervision of the Board.
(b) execute all documents relating to the Company's business.
(c) initiate or defend claims, appear before, and act on behalf of and represent the Company in all
matters before any judicial or other authorities;
(d) incur such expenditure as required for the conduct of the business of the Company.

CLAUSE 5.14 Other Officers. In addition to the Managing Director, the Company may have one or more
other officers as the key management personnel who may be appointed by the Managing Director in
consultation with the Board as may deem necessary or appropriate, each of whom shall hold office (if an
officer) for such period, have such authority, and perform such duties as the Board may from time to time
determine. Their remuneration shall be approved by the Board.

CLAUSE 5.15 General Matters. The following matters will constitute the business policy of the Company
and will be adhered to and followed by the Board and all officers and employees of the Company at all
times, unless the same is modified or changed by a resolution at a Board meeting:

(a) the Company, its Directors, officers and employees will not divulge or communicate
any confidential information concerning the business, accounts, finance technology or intellectual
property rights without the specific approval of the Board except to the extent as may be required to
comply with any law, order, regulation or ruling applicable to the Company or any Shareholder; and

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(b) the Business of the Company will be carried on in accordance with the policies laid
down by the Shareholders and the Board.

CLAUSE 5.16 Employee Shares. The Board shall have the power to grant share options to the
employees, directors, consultants and officers of any Company to acquire Shares pursuant to the ESOP
which shall be duly adopted by the Board of the Company after the date hereof. The Shares reserved for
the ESOP shall not, in any event, exceed 25% of the outstanding Shares (Which stands at 25,000,000
as of date) of the Company on a fully-diluted basis. The number of Shares reserved under the ESOP
shall not be increased without prior written approval by the Founder and approved by the Board. The
employees who shall purchase, or receive options to purchase, Shares under the ESOP shall be
required to execute share purchase or option agreements with the vesting schedule decided by the
Board in consultation with the Founder and (ii) acceleration of vesting of such Shares only when (a) the
Control of the Company is transferred and (b) the options are not assumed by the surviving entity. The
Company shall retain a right to repurchase vested shares.

CLAUSE 5.17 Issuance of Shares. The Board shall seek approval from the Company to exercise any
power of the Company to issue shares at any given price by way of a general meeting.

SECTION – VI
Shareholders’ Meeting

CLAUSE 6.1 General Meetings of Shareholders. The Company shall hold Shareholders' meetings
(‘General Meeting’) as required by the applicable Laws.

CLAUSE 6.2 Notice of Shareholders Meetings. Subject to applicable Law, prior written notice of at least
14 (fourteen) days for convening a General Meeting shall be given to all the Shareholders. Every notice
shall be accompanied by the agenda setting out the particular business proposed to be transacted at the
General Meeting.

CLAUSE 6.3 Undertaking of Shareholders. The Shareholders hereby jointly and severally undertake to
ensure:

(a) that they, their representatives, proxies and agents representing them at General
Meetings shall at all times exercise their votes in respect of the Shares in such manner so as to comply
with, and to fully and effectually implement, the provisions of this Agreement; and

(b) that if any resolution of the Shareholders is proposed contrary to the terms of this
Agreement, they, their representatives, proxies and agents representing them shall vote against such
resolution. If for any reason such a resolution is passed, the Shareholders shall, if necessary, join
together and convene an extraordinary General Meeting for implementing the terms of this Agreement.

CLAUSE 6.4 Quorum. A quorum for a General Meeting is constituted by the attendance of three
Shareholders. If there is not a quorum at a General Meeting within 30 (thirty) minutes after the time
specified in the notice of the General Meeting, the General Meeting is dissolved unless the Board
adjourns the meeting to a date, time and place determined by the Board. If no quorum is present at the
adjourned meeting within 30 (thirty) minutes after the time for the adjourned meeting, the Shareholders
present at such adjourned meeting shall constitute the quorum for such meeting.

CLAUSE 6.5 Voting. Each Shareholder is entitled to that number of votes which is equivalent to the
number of Shares held by it.

SECTION – VII
Fiscal Matters

CLAUSE 7.1 Accounting; Securities Law Requirements. The Company shall keep true and accurate
books and records of accounts in accordance with the international standard accounting practices
consistently applied. All such books and records (and any supporting documents relating thereto) shall
be kept at the Company’s registered office or at such other mutually acceptable place as appropriate
under applicable Law, and shall be available at all reasonable business hours for inspection and review
by the Shareholders or their authorized representatives. At the end of each Financial Year, the books
and records of the Company shall be audited. The auditor of the Company will be identified by the
Founder and appointed by the Company.

CLAUSE 7.2 Tax Payments; Filings. The Company shall be solely responsible for and pay all Taxes
lawfully imposed upon the Company, its income, capital and profits or its property and assets under

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applicable Tax Laws. As soon as practicable after the end of each Financial Year and in accordance with
applicable Tax Laws, the Company shall prepare and file or cause to be prepared and filed, all relevant
Tax filings for the Company with the appropriate Governmental Authorities and supply copies of each
material Tax filing to the Board. Each Shareholder shall be responsible for and pay all Taxes lawfully
imposed upon such Shareholder, its income, capital or profits or any of its properties or assets under
applicable Tax Law. The Company shall withhold all sums required under applicable Tax Law to be
withheld by it for the account of the Shareholder in relation to any dividend, distributions or other
payments due to the Shareholder hereunder, and all such sums shall be paid by the Company in a timely
manner to the appropriate tax authorities as required by applicable Law.

The Company shall furnish to each Shareholder the official tax receipts or other appropriate evidence
issued by the applicable tax authorities sufficient to enable each Shareholder to support a claim, if
available, for a Tax credit in respect of any such sums withheld.

CLAUSE 7.3 Distributions. The Board shall, based on the cash flow and the capital requirements of the
Company, declare, and recommend to the Shareholders the declaration of, and, upon such
recommendation and if approved by them, the Shareholders in a General Meeting shall declare all
dividends or other distributions payable under applicable Law in respect of the Shares on an annual
basis. All such dividends or other distributions shall be paid to the Shareholders, in a manner acceptable
to the Shareholders, in proportion to their then existing respective share ownership. All such dividends or
other distributions shall be made in USD, in cash, or by wire transfer to such Shareholder’s bank account
notified in writing to the Company from time to time, as promptly as practicable after recommendation of
the Board and the final approval of the Shareholders of such dividend or other declaration.

SECTION – VIII
Alteration of the Constitution & Change of Company’s Name

CLAUSE 8.1 Alteration of the Constitution. If any provisions of the Constitution at any time conflict with
any provisions of this Agreement, this Agreement shall prevail and the Parties shall whenever necessary
exercise all voting and other rights and powers available to them to procure the amendment, waiver or
suspension of the relevant provisions of the Constitution, to the extent necessary to permit the affairs of
the Company to be administered as provided in this Agreement.

SECTION – IX
Transfer of Shares

CLAUSE 9.1 Transfer and Restrictions. Except as otherwise specifically provided for in this Agreement,
no Shareholder shall Transfer any Shares held by it without the prior written consent of the other
Shareholder(s), and unless the Party to whom the Shares are transferred to executes a Deed of
Adherence.

CLAUSE 9.2 Right of First Refusal. (a) If any Shareholder proposes to sell all or part of its Shares
(subject to this Clause 8.2) to any other Person after, in the case of the Person, such Shareholder
(‘Transferor’) shall first give a written notice (‘Offer Notice’) to the other Shareholder(s) (‘Offeree’) and to
the Board. The Offer Notice shall state (i) the total number of Shares proposed to be sold (‘ Offered
Shares’) and the number and class of Shares the Transferor owns at that time on an undiluted basis; (ii)
the name and address of the proposed transferee; (iii) the proposed sale price, including the proposed
amount and form of consideration and terms and conditions offered by such proposed transferee (i.e.,
the Offer Price, defined below); (iv) the date of consummation of the proposed sale; (v) a representation
that the proposed transferee has been informed of the ‘right of first refusal’ rights provided for in this
Agreement. Any transfer shall in addition to the conditions set out in Clause 9.2 shall require consent of
the Board which shall after receipt of Offer Notice consider the proposal, and particularly the proposed
transferee in the best interest of the Company. The Board shall consider in a meeting convened
immediately (and not later than 3 days) after the receipt of the Offer Notice. Such consent by the Board
shall not be unreasonably withheld. Sayanta Basu shall convene the Board meeting to consider the
proposed transfer in such cases immediately on receipt of the Offer Notice.

(b) If the proposed consideration for the sale includes consideration other than cash, the
Offer Notice shall include a calculation of the FMV of such consideration and an explanation of the basis
for such calculation. The total value of the consideration for the proposed sale shall be denominated in
USD and is referred to herein as the ‘Offer Price’.

(c) if any Offeree wishes to purchase (in aggregate) all of the Offered Shares (‘ Specified
Shares’) or its pro-rata entitlement thereof (based on its respective shareholding), then such Offeree
shall issue a notice (‘Acceptance Notice’) to the Transferor within 30 (thirty) days after the date of the
Offer Notice (‘Offer Period’). If the Offeree issues Acceptance Notice(s) as above, then such Offeree
shall pay the Offer Price for, and accept a transfer of, all the Specified Shares or their respective pro-rata
entitlement thereof, as the case may be, and the Transferor shall be bound, on payment of the Offer
Price for all the Specified Shares or their respective pro-rata entitlement thereof as the case may be, to

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sell such Specified Shares or the respective pro-rata entitlement of the Offeree, to such Offeree and shall
deliver to the Offeree duly executed share transfer form(s) in favour of the Offeree together with the
relevant share certificate(s) (or a duly executed indemnity for lost certificate in a form acceptable to the
Board) in respect of such Specified Shares or the respective pro-rata entitlement of the Offeree as the
case may be acknowledging that they have no claims against the Company, to take effect at completion
of the sale and purchase of such Specified Shares or the respective pro-rata entitlement of the Offeree
as the case may be. Such payment and Transfer shall, subject to Clause 9.2, be completed within 30
(thirty) days after the date of the Acceptance Notice. If the Transferor fails to comply with the provisions
of this Clause 9.2(c), (i) the Company and each Director shall be constituted and shall be deemed to
have been appointed the agent and attorney of the Transferor with full power to take such actions and
complete, execute and deliver, in the name and on behalf of the Transferor, all documents necessary to
give effect to the Transfer of the Specified Shares to the Offeree against payment of the Offer Price to
the Company, and (subject to the transfer being duly stamped) enter the Offeree in the electronic register
of members as the holder of the Specified Shares purchased by it; and (ii) the Company's receipt of the
Offer Price shall be a good discharge to the Offeree. Upon receipt of the Offer Price, the Company shall
pay the Offer Price into a separate bank account in the Company's name on trust (but without interest) or
otherwise hold the Offer Price on trust for the Transferor until it has delivered to the Company its share
certificate(s) in respect of the Specified Shares (or a duly executed indemnity for lost certificate in a form
acceptable to the Board).

(d) in the event the Offeree(s) does not issue Acceptance Notices (i.e., to purchase, in the
aggregate, at least all the Offered Shares) within the Offer Period for any reason, in accordance with
Clause 9.2 (c), the Offeree(s) shall be deemed to have elected not to purchase the Offered Shares, and
the Transferor shall be entitled to sell and Transfer all the Offered Shares to the proposed transferee
mentioned in the Offer Notice on the same terms and conditions (including the Offer Price) set out in the
Offer Notice. If completion of the sale and transfer to the proposed transferee does not take place within
a period of 90 (ninety) days following the expiry of the Offer Period , the Transferor’s right to sell the
Offered Shares to such third party shall lapse and the provisions of this Clause 9.2 shall once again
apply to the Offered Shares.

(e) If such sale and purchase of the Offered Shares does not occur within such 30 (thirty)
day completion period referred to in Clause 9.2(c) owing to the default of an Offeree to pay for its
Specified Shares, it shall qualify as a material breach of this Agreement.

CLAUSE 9.3 Tag Along Right. (a) Subject to complying with the provisions of Clause 9, in the event that
a Shareholder cumulatively holding more than 10% (‘Selling Shareholder’) decides to Transfer all of its
Shares to a third party, other Shareholder/s (‘Other Shareholder(s)’) shall have ‘tag-along’ rights with
respect to the Transfer of any of the Shares by the Selling Shareholder to any third party (‘ Proposed
Transferee’).

(b) After reaching an agreement with the Proposed Transferee pursuant to a signed term
sheet, letter of intent or memorandum of understanding, the Selling Shareholder shall send a notice in
writing to the Other Shareholder(s) (‘Tag Along Offer Notice’) containing the material terms of the offer
agreed to by the Selling Shareholder with the Proposed Transferee including the number of Shares the
Selling Shareholder is proposing to transfer and the price at which the Selling Shareholder is proposing
to Transfer its Shares.

(c) The Other Shareholder(s) shall have the right, through the delivery of a notice (‘Tag
Along Notice') within a period of 20 (twenty) Business Days after receipt of an Tag Along Offer Notice
(‘Tag Along Offer Period’), to at its sole discretion, elect to ‘tag along’ and Transfer the number of the
Shares specified in the Tag Along Notice to the Proposed Transferee by providing the Tag Along Notice
to the Selling Shareholder on or prior to the expiration of the Tag Along Offer Period. The maximum
number of Shares in which such Other Shareholder(s) can Transfer and specify in the Tag Along Notice
is the total number of Shares proposed to be sold by the Selling Shareholder as specified in the Tag
Along Offer Notice multiplied by a fraction, the numerator of which is the number of Shares held by the
Other Shareholder electing its right to "tag-along" as computed on the date of the Tag Along Notice, and
the denominator of which is the total number of Shares held by the Selling Shareholder plus the number
of Shares held by the Other Shareholder(s).

(d) In the event that the Other Shareholder(s) fails to respond to the Tag Along Offer
Notice by the expiration of the Tag Along Offer Period, the Other Shareholder(s) shall be deemed to
have waived its rights to the ‘tag-along’.

(e) Upon the Other Shareholder(s) electing to ‘tag-along', the Selling Shareholder shall be
obliged to procure the sale of the Shares of the Other Shareholder(s) specified in the Tag Along Notice to
the Proposed Transferee and the sale of the Shares of the Selling Shareholder shall not be completed
unless the Proposed Transferee purchases the said Shares from the Other Shareholder(s) exercising its
tag-along right on the same terms, price and conditions as offered to the Selling Shareholder.

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(f) Upon For the purposes of this Clause 9.3, it is acknowledged that Shares of different
classes will be transferable at different prices, such price per class of Share being a sum equal to that to
which they would be entitled if the consideration payable by the Shareholder to the selling Shareholder
were used to determine the valuation of the entire issued share capital of the Company and such
valuation was then allocated as between the Shares, which shall apply mutatis mutandis to the effect that
such valuation shall be treated as assets and funds of the Company available for distribution.

(g) It is expressly clarified that the tag-along rights with respect to the Shares held by
Selling Shareholder shall also extend to any Shares held by any Affiliate of the Other Shareholder(s).

CLAUSE 9.3 A Drag-Along Right. (a) In the event of an offer from a third party (the 'Drag
Transferee') for all the Shares of the Company and the Founder agrees to such offer and wishes to sell
and Transfer all his Shares (the 'Founder's Shares') to the Drag Transferee, the Founder shall have the
right (the 'Drag-Along Right') to compel the other Shareholder/s ('Other Shareholder/s') to sell and
Transfer all their Shares to the Drag Transferee in accordance with the provisions of this Clause 9.3A.

(b) The Founder may exercise the Drag-Along Right by giving a written notice to that
effect (a 'Drag-Along Notice') to the Company, which the Company shall forthwith copy to the Other
Shareholder/s, at any time before the Transfer of the Founder's Shares to the Drag Transferee. A Drag-
Along Notice shall specify that: (i) the Other Shareholder/s are required to Transfer all their Shares (the
'Drag Shares') under this Clause; (ii) the name and address of the Drag Transferee; (iii) the consideration
(whether in cash or otherwise) for which the Drag Shares are to be Transferred (the 'Drag
Consideration'); (iv) the proposed date of Transfer; and
(v) the form of any sale agreement or form of acceptance or any other document of similar effect that the
Other Shareholder/s are required to sign in connection with such sale (the 'Sale Agreement').

(c) If the proposed consideration for the sale includes consideration other than cash, the
Drag-Along Notice shall include a calculation of the FMV of such consideration and an explanation of the
basis for such calculation. The total value of the consideration for the proposed sale shall be
denominated in USD.

(d) Drag-Along Notices shall be irrevocable but shall lapse if for any reason there is not a
sale of the Founder's Shares by the Founder to the Drag Transferee within 90 days after the date of
service of the Drag-Along Notice. The Founder shall be entitled to serve further Drag-Along Notices
following the lapse of any particular Drag-Along Notice.

(e) Within 7 days of the Company copying the Drag-Along Notice to the Other
Shareholder/s (or such later date as may be specified in the Drag-Along Notice) (the 'Drag Completion
Date'), each Other Shareholder shall deliver to the Company (i) duly executed share transfer form(s) for
its Drag Shares in favour of the Drag Transferee or such Persons as the Drag Transferee may direct; (ii)
the relevant share certificate(s) (or a duly executed indemnity for lost certificate in a form acceptable to
the Board); (iii) the resignations of any Directors appointed by the Other Shareholder, in each case
acknowledging that they have no claims against the Company, to take effect at the Drag Completion
Date; and (iv) duly executed Sale Agreement, if applicable, in the form specified in the Drag-Along Notice
or as otherwise specified by the Company (together the 'Drag Documents').

(f) Subject to Clause 9.3A(g), on the Drag Completion Date, the Company shall pay or
transfer to each Other Shareholder/s, on behalf of the Drag Transferee, the Drag Consideration that is
due to the extent the Drag Transferee has paid, allotted or transferred such consideration to the
Company. The Company's receipt of the Drag Consideration shall be a good discharge to the Drag
Transferee. Following the Company's receipt of the Drag Consideration, but pending its payment or
transfer to the Other Shareholder/s, the Company shall hold the Drag Consideration on trust for each of
the Other Shareholder/s without any obligation to pay interest.

(g) If an Other Shareholder fails to deliver the Drag Documents for its Drag Shares to the
Company by the Drag Completion Date, (i) the Company and each Director shall be constituted and shall
be deemed to have been appointed the agent and attorney of such defaulting Other Shareholder with full
power to take such actions and complete, execute and deliver, in the name and on behalf of the
defaulting Other Shareholder, any Drag Document or such other agreements or documents as are
necessary to effect the transfer of the defaulting Other Shareholder's Drag Shares pursuant to this
Clause 9.3A against payment, allotment or transfer of the relevant Drag Consideration to the Company,
and (subject to the transfer being duly stamped) enter the Drag Transferee in the electronic register of
members as the holder of the relevant Drag Shares purchased by it; and (ii) the Company's receipt of the
Drag Consideration shall be a good discharge to the Drag Transferee. Upon receipt of the Drag
Consideration, the Company shall (if applicable) pay the Drag Consideration into a separate bank
account in the Company's name on trust (but without interest) or otherwise hold the Drag Consideration
on trust for the defaulting Other Shareholder until it has delivered to the Company its share certificate(s)
in respect of the relevant Drag Shares (or a duly executed indemnity for lost certificate in a form

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acceptable to the Board).

(h) Any Transfer of Shares to a Drag Transferee pursuant to a sale in respect of which a
Drag-Along Notice has been duly served shall not be subject to Clauses 9.2 and 9.3.

CLAUSE 9.4 Regulatory Clearance. Where any Shareholder requires prior legal, governmental,
regulatory or shareholder approval or consent ('Approval') for an acquisition or disposal of Shares
pursuant to this Agreement, then notwithstanding any other provision of this Agreement that Shareholder
shall only be obliged to acquire or dispose of Shares once such Approval is obtained, and the
Shareholder requiring approval shall exercise its best endeavors, and the other Shareholders shall use
their reasonable efforts to obtain any such required Approvals in a timely manner. The Shareholders
agree that, if any of the abovementioned Approvals are finally withheld or refused, then the concerned
Shareholder shall be deemed not to have offered to purchase or sell the concerned Shares. The
Shareholders further agree that the sale and purchase of the relevant Shares shall be completed within
90 (ninety) days from the date of receipt of the relevant regulatory approvals required to consummate
such transaction.

CLAUSE 9.5 Non-Circumventions of Restrictions. The Parties agree that the Transfer restrictions in this
Agreement and/or in the Constitution shall not be capable of being avoided by the Shareholders, or their
respective Affiliates, by the holding of Shares indirectly through a company or other entity that can itself
be Transferred in order to dispose of such Shares free of such restrictions such as any transaction
resulting in a change in the control of a Shareholder which holds any Shares shall be treated as being a
Transfer of Shares held by such Shareholder and the provisions of this Agreement that apply in respect
of a Transfer of the Shares. As used in this Clause 9.5, the term ‘change of control’ means owning over
50% (fifty percent) of the voting power of a Shareholder.

CLAUSE 9.6 Violation of Restrictions on Transfer of Shares. Any issuance, sale, transfer or conveyance
in violation of the conditions, limitations and restrictions herein shall be null and void and shall not be
recorded and transferred in the books of the Company. No liability for damages of any kind shall attach
to the Company, its Board or officers by the refusal to register in the books of the Company or recognize
any issuance, sale, transfer, or conveyance made in contravention of the terms, conditions, limitations
and restrictions contained herein.

SECTION – X
Restrictive Covenants

CLAUSE 10.1 (a) Each Shareholder hereby severally undertakes and covenants with each other
Shareholder and the Company that it shall not, in any Relevant Capacity (as defined below), directly or
indirectly, during the Relevant Period (as defined below), carry on, be engaged in or be economically
interested in any business, which is of the same or similar type to the Business or which is in competition
with the Business.

(b) Each Shareholder hereby severally undertakes and covenants with each other
Shareholder and the Company that it shall not, in any Relevant Capacity, directly or indirectly, during the
Relevant Period (i) solicit with a view to the employment or engagement of, or employ or engage, any
Relevant Personnel (as defined below), whether as employee or consultant; or (ii) otherwise induce or
persuade, or seek to induce or persuade, any Relevant Personnel to leave or terminate his/its
employment, service or engagement with the Company or an Affiliate of the Company.

(c) Each Shareholder hereby severally undertakes and covenants with each other
Shareholder and the Company that it shall not, in any Relevant Capacity, directly or indirectly, during the
Relevant Period, deal with, seek or solicit the custom of any Person who was a client or customer of the
Company or an Affiliate of the Company (save for any client or customer of any existing business that the
Founder carries on, is engaged in or is economically interested in) for the purposes of providing that
client or customer with goods or services of a type supplied by the Company or any Affiliate of the
Company to such client or customer at any time during the term of this Agreement.

(d) Each Shareholder hereby severally undertakes and covenants with each other
Shareholder and the Company that it shall not, in any Relevant Capacity, directly or indirectly, during the
Relevant Period, entice or solicit any Person who was a supplier to the Company or an Affiliate of the
Company at any time during the term of this Agreement if such enticement or solicitation causes or
would cause material disruption to or the cessation of the supplier's supply of those goods or services to
the Company or any Affiliate of the Company.

(e) Each restriction set out in this Clause 10 is separate and distinct and is to be construed
separately from the other restrictions. Each Shareholder hereby acknowledges and agrees that it
considers such restrictions to be reasonable both individually and in the aggregate and that the duration,

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extent and application of each such restriction are no greater than are reasonable and necessary for the
protection of the interest of the other Shareholders, the Company and its Affiliates or the goodwill of the
businesses of the Company and its Affiliates. However, if any such restriction shall be found to be void or
unenforceable but would be valid or enforceable if some part or parts thereof were deleted or reduced in
application, the Shareholder and the other Parties agree that such restriction shall apply with such
deletion or modification as may be necessary to make it valid and enforceable.

(f) Nothing contained in this Clause 10 precludes or restricts a Shareholder from

(i) holding or having an interest in the shares or other securities of a company traded on a recognized
securities exchange so long as such shares or other securities is not more than 5 (five)% of the issued
share capital of the company or the relevant class of securities; or (ii) holding or having an interest in any
securities of any company, or carrying out or doing any acts, activities or undertakings, if the prior written
consent of the other Shareholder and the Company has been obtained. For the avoidance of doubt, such
consent may be subject to conditions or, upon election by the other Shareholder or the Company,
withdrawn at any time.

(e) For the purpose of this Clause 10 (i) "Relevant Capacity" means for its own account
or for that of any person, firm or company (other than the Company or any of its Affiliates) and whether
through the medium of any company controlled by it or as principal, partner, director, employee,
consultant or agent; (ii) "Relevant Period" means, in relation to a Shareholder, the period during which
the Shareholder (and/or its permitted transferee) is and remains a Shareholder and for a period of 12
(twelve) months after the Shareholder (and/or its permitted transferee) ceases to be a Shareholder; and
(iii) "Relevant Personnel" means, in relation to a Shareholder, any person who is or was during the 1
(one) year period prior to the date he ceased to be a Shareholder, employed at a managerial or senior
level, or engaged as a consultant, by the Company or any of its Affiliates, and with whom the
Shareholder shall have had dealings during such 1(one) year period prior to the date it ceased to be a
Shareholder.

(f) Each Shareholder shall not divulge or use any confidential information relating to the
Company or its operations. Founder shall have the right to continue its existing business and enter into
new businesses.

SECTION - XI
Representations & Warranties

CLAUSE 11.1 Representations and Warranties of the Company on the Agreement Date. The Company
hereby makes the following representations and warranties to Shareholder, each of which is true and
correct in all material respects as of the Agreement Date:

(a) it is a company duly organized and validly existing under the laws of Singapore;

(b) it has full corporate power and authority to execute and deliver this Agreement and to
perform all of its duties, obligations and responsibilities arising or created under this Agreement. This
Agreement when executed and delivered by the Company shall constitute its valid and legally binding
obligations, enforceable in accordance with its terms;

(c) the execution, delivery and performance of this Agreement by the Company will not,
conflict with, result in a breach of or default under any applicable Law or any order, writ, injunction or
decree of any court or Governmental Authority or any approval or guidelines, rules and regulations, or
any agreement, arrangement or understanding, written or oral, to which they are a party or by which they
or any of their assets are bound (other than to the extent set out in this Agreement);

(d) there is no litigation pending or, to the best of its knowledge, threatened against it,
which questions the validity or enforceability of this Agreement or any of the transactions contemplated
herein; and

(e) all necessary consents, approvals, authorizations, orders, registrations or qualifications

that are required for the Company to perform its obligations under this Agreement have been obtained
and are in full effect.

CLAUSE 11.2 Representations and Warranties of Shareholder

Shareholder hereby makes the following representations and warranties to the other Parties, each of
which is true and correct as of the Agreement Date and as at each Subscription Date:

(a) it is a citizen of Singapore validly residing in ____________________________

(b) it has full corporate power and authority to execute and deliver this Agreement and to

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perform all of its duties, obligations and responsibilities arising or created under this Agreement. This
Agreement when executed and delivered by the Shareholder shall constitute its valid and legally binding
obligations, enforceable in accordance with its terms;

(c) the execution, delivery and performance of this Agreement by the Shareholder will not,
conflict with, result in a breach of or default under any applicable laws or any order, writ, injunction or
decree of any court or Governmental Authority or any approval or guidelines, rules and regulations, or
any agreement, arrangement or understanding, written or oral, to which they are a party or by which they
or any of their assets are bound (other than to the extent set out in this Agreement);

(d) there is no litigation pending or, to the best of its knowledge, threatened against it,
which questions the validity or enforceability of this Agreement or any of the transactions contemplated
herein; and

(e) all necessary consents, approvals, authorizations, orders, registrations or qualifications

that are required for the Investor to perform its obligations under this Agreement have been obtained and
are in full effect.

SECTION XII
Term & Termination

CLAUSE 12.1 Term. This Agreement shall become effective from the Agreement Date and shall be
effective, valid and binding until the date of termination of this Agreement in accordance with the
provisions hereof (‘Term’).

CLAUSE 12.2 Mutual Termination. This Agreement shall automatically terminate if:

(a) the Parties agree to terminate the Agreement in writing;

(b) an Insolvency Event occurs in relation to the Company; or
(c) either Shareholder acquires the entire issued equity capital of the Company from the
other Shareholder(s).

Provided that this Agreement shall cease to have effect as regards any Shareholder who ceases to hold
any Shares in the Company save for any of its provisions which are expressed to continue in force after
termination and save that nothing in this Clause 12 shall release any Party from liability for breaches of
this Agreement which occurred prior to its termination.

CLAUSE 12.3 Termination by Parties. This Agreement may be terminated forthwith (‘Termination Date’)
by any Party (‘Affected Party’) upon prior written notice to the other Parties for any of the following reasons
(and only on any of the following reason) on the part of the Party other than the Affected Party:

(a) the occurrence of a material breach by a Party of any of the terms of this Agreement,
which breach remains uncured for 60 (sixty) days following written notice of such breach to such Party by
the other Parties or, if such breach is inherently incapable of being cured within such 60 (sixty) day
period, the Party in breach fails to undertake steps, in good faith, toward the curing of such breach within
such 60 (sixty) day period; or

(b) the adjudication of a Party as bankrupt or insolvent subject to the insolvency provisions
of any applicable Law, or

(c) the appointment of a receiver, administrator or trustee for the business or assets of a
Party.

CLAUSE 12.4 Liquidation and Distribution. (a) In the event of any winding-up and liquidation of the
Company in accordance with the terms of this Agreement or otherwise, the Shareholders shall take all
such action as may be necessary to terminate this Agreement and, subject to the provisions of this
Clause 12.4, the Company shall be dissolved, wound up and liquidated in accordance with applicable
Law. In the event of a voluntary dissolution, liquidation or winding-up of the Company, the Shareholders
agree to either: (i) continue the Business to the extent required by the Company to perform and execute
its outstanding obligations under any existing contracts, or (ii) to the extent permitted by applicable Law,
to jointly assume such obligations of the Company unless the Shareholders can agree on a specific
allocation of such obligations to each Shareholder.

(b) In any dissolution, winding-up or liquidation of the Company, any tangible or intangible
properties or assets of the Company which may be distributable under applicable Law shall, upon such
dissolution, winding-up and liquidation of the Company, be divided and distributed among the
Shareholders in proportion to their respective Share ownership in the Company at the time of such
distribution. Upon any such dissolution, winding-up and liquidation, the Shareholders shall cause the

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auditors regularly engaged by the Company (whose determination shall be final, conclusive and binding
on the Shareholders) to prepare and deliver to the Shareholders a final accounting statement as soon as
reasonably practicable after all of the activities of the Company have been concluded, all monies payable
to the Company have been received and all expenses and obligations of the Company have been paid,
satisfied or otherwise provided for, and upon delivery of such accounting statement, this Agreement shall
forthwith terminate and be of no further force and effect (except to the extent of any liability or obligation
of a Shareholder which accrued prior to any such termination or any provisions herein which are
expressly provided to survive any termination hereof).

SECTION XIII
Confidentiality
CLAUSE 13.1 General Obligation. Each Party undertakes that it shall not reveal, and shall use its
reasonable efforts to ensure that its directors, officers, managers, partners, members, employees, legal,
financial and professional advisors and bankers (collectively, ‘Representatives’) do not reveal, to any
third party any confidential information without the prior written consent of the Company or the concerned
Shareholder.

CLAUSE 13.2 Exceptions. The provisions of Clause 13.1 shall not apply to:

(a) disclosure of confidential information that is or becomes generally available to the

public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in
violation of this Agreement;

(b) disclosure by a Party to its Representatives provided such Representatives are bound
by similar confidentiality obligations; or

(c) disclosure, after giving prior notice to the other Parties to the extent practicable under
the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent
required under the rules of any stock exchange or by applicable Laws or governmental regulations or
generally accepted accounting principles applicable to any Party or judicial or regulatory process or in
connection with any judicial process regarding any legal action, suit or proceeding arising out of or
relating to this Agreement.

SECTION – XIV
Announcement

CLAUSE 14.1 Announcement. The Parties shall not make, and shall not permit any of their respective
directors, employees, officers, or Affiliates to make, any public announcement about the subject matter of
this Agreement or regarding the Company or its Business and operating plans from time to time, whether
in the form of a press release or otherwise, without first consulting with each other and obtaining the
other Parties’ written consents, save as required to satisfy any requirement (whether or not having the
force of Law) of a stock exchange on which the Shares of the disclosing Party or an Affiliate or holding
company of the disclosing Party are traded or the securities laws, rules or regulations or generally
accepted accounting principles applicable to the disclosing Party or an Affiliate or holding company of the
disclosing Party in any jurisdiction in which its Shares are traded or any relevant governmental or
regulatory body. In the event that disclosure is required, the other Parties shall be given a reasonable
opportunity to review and comment on any such required disclosure.

SECTION XV
Notices

CLAUSE 15.1 Notice. Each notice, demand or other communication given or made under this Agreement
shall be in writing and delivered or sent to the relevant Party at its address or email address set out
below (or such other address email address as the addressee has by 5 (five) Business Days’ prior
written notice specified to the other Parties). Any notice, demand or other communication given or made
by letter between countries shall be delivered by courier. Any notice, demand or other communication so
addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by
messenger, when proof of delivery is obtained by the delivering Party; (b) if sent by post within the same
country, on the fifth day following posting, and if sent by post to another country, on the tenth day
following posting and (c) if given by email, when the sender receives an automated message confirming
delivery or 2 (two) hours after the message has been sent (as recorded on the device from which

the sender sent the message) unless the sender receives an automated message that the email was not
delivered.

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The initial address and email address for the Parties for the purposes of the Agreement are:

Company:
Attention : Sayanta Basu
Address : 410 North Bridge Road, #4-10,
Singapore 188726
Email : [email protected]

Shareholder:
Attention : XYZ
Address :
Email :

at such address as indicated by the Company’s records.

SECTION – XVI
Governing Law and Dispute Resolution

CLAUSE 16.1 Governing Law. (a) This Agreement shall be governed by and construed in accordance
with the laws of Singapore.

(b) Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre
("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in
this Clause. The Tribunal shall consist of 1 (one) arbitrator who shall be appointed by the chairman for
the time being of the Singapore International Arbitration Centre. The language of the arbitration shall be
English.

(c) Each Party shall cooperate in good faith to expedite (to the maximum extent
practicable) the conduct of any arbitral proceedings commenced under this Agreement.

SECTION – XVII
Miscellaneous

CLAUSE 17.1 Waiver. No omission or delay on the part of a Party in requiring a due and punctual
fulfillment by any other Party(ies) of its obligations hereunder shall be deemed to constitute a waiver of
any of such Party’s rights to require such due and punctual fulfillment and in any event shall not
constitute or be construed as a continuing waiver and/or as a waiver of other or subsequent breaches of
the same or other (similar or otherwise) obligations of such other Party(ies) hereunder or as a waiver of
any remedy. No waiver of a breach of any provisions of this Agreement shall be effective unless such
waiver is in writing signed by the Party against whom the waiver is claimed.

CLAUSE 17.2 Binding Effect. Subject to the terms and conditions hereof, this Agreement is legally
binding upon and will ensure to the benefit of the Parties and their respective successors and permitted
assigns.

CLAUSE 17.3 No Assignment. (a) Subject to Clause 17.3(b), all rights and obligations hereunder, are
personal to the Parties and a Party may not assign or transfer all or part of its rights or obligations under
this Agreement without the prior written consent of the other Parties.

(b) A Shareholder may assign the whole or part of any of its rights in this Agreement to any
person who has received a transfer of Shares from it in accordance with the Constitution and this
Agreement and has executed a Deed of Adherence.

CLAUSE 17.4 Invalid Provisions. If any provision of this Agreement, is invalid or unenforceable or
prohibited by law, it shall be treated for all purposes as severed from this Agreement and ineffective to
the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions
hereof, which shall continue to be valid and binding.

CLAUSE 17.5 Additional Document. Each Party shall promptly execute and deliver such additional
documents and agreements as are envisaged in this Agreement and any other agreement or document
as may be reasonably required by any other Party for the purpose of implementing this Agreement.

CLAUSE 17.6 Amendment. This Agreement, including, for the avoidance of doubt, this Clause 17.6, shall
not be altered, modified or amended except in writing duly signed by or on behalf of each of the Parties.

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CLAUSE 17.7 Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which will be deemed an original, but all of which will constitute one and the same
instrument.

CLAUSE 17.8 Costs. The Parties agree that all costs and expenses incurred by a Party in connection
with the preparation, negotiation, finalization and execution of this Agreement including without limitation,
costs and expenses associated with retention of financial, legal, tax and other professional advisers,
shall be borne by such Party.

CLAUSE 17.9 Consent to Specific Performance. The Parties declare that it is impossible to measure in
money the damages that would be suffered by a Party by reason of the failure by any other Party to
perform any of the obligations hereunder. Therefore, if any Party shall institute any action or proceeding
to seek specific performance or enforcement of the provisions hereof, any Party against whom such
action or proceeding is brought hereby waives any claim or defence therein that the other Party has other
adequate remedy(ies) at Law.

CLAUSE 17.10 Covenants Reasonable. The Parties agree that, having regard to all the circumstances,
the covenants contained herein are reasonable and necessary for the protection of the Parties and their
Affiliates. If any such covenant is held to be void as going beyond what is reasonable in all the
circumstances, but would be valid if amended as to scope or duration or both, the covenant will apply
with such minimum modifications regarding its scope and duration as may be necessary to make it valid
and effective.

CLAUSE 17.11 No Partnership. The Parties expressly do not intend hereby to form a partnership, either
general or limited, under any jurisdiction’s partnership law. The Parties do not intend to be partners one
to another, or partners as to any third party, or create any fiduciary relationship among themselves,
solely by virtue of their status as Shareholders. To the extent that any Party, by word or action,
represents to another Person that any Party is a partner or that the Company is a partnership, the Party
making such representation shall be liable to the other Party that incur any losses, claims, damages,
liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever
(including but not limited to any investigative, legal or other expenses incurred in connection with, and
any amount paid in settlement of, any pending or threatened legal action or proceeding) arising out of or
relating to such representation.

CLAUSE 17.12 Rights of Third Parties. A person who is not a party to this Agreement has no rights under
the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

CLAUSE 17.13 Schedules. The following schedules form part of this Agreement:

SCHEDULE
1 – LIST OF SHAREHOLDERS SCHEDULE
2 – DEFINITIONS & INTERPRETATIONS SCHEDULE
3 – DEED OF ADHERENCE

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SCHEDULE 1 – LIST OF SHAREHOLDERS.

Sayanta Basu
Subroto Som
Prem Pillay
Tham Wai Kit
Ong See Wah
Ayan Sen

SCHEDULE 2 – DEFINITIONS & INTERPRETATIONS

A. DEFINITIONS

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‘Affiliate’ of a Person (the ‘Subject Person’) means any other Person that directly or indirectly
Controls, is controlled by or is under common Control with the Subject Person;

‘Agreement Date’ shall mean the date of execution of this Agreement;

‘Board’ shall mean the board of Directors of the Company;

‘Business Days’ means a day, except Saturdays and Sundays, on which banks are physically
open for business in Singapore;

'Business' means the creation and provision of next generation cloud-based financial data
aggregation, analytics and personalization tools;

'Companies Act' means the Companies Act 1967 of Singapore;

‘Company’ shall have a meaning provided to the term in the recitals;

‘Constitution’ means the constitution of the Company as may be amended from time to time and
will include the amendment in terms of this Agreement;

‘Control’ of a Person means (a) ownership of fifty per cent (50%) plus 1 (one) share or more of the
issued share capital or other equity interests of such Person or (b) the power to direct the
management or policies of a Person, whether through the ownership of fifty per cent (50%) plus
one share or more of the voting power of such Person, through the power to appoint at least half
of the members of the board of directors or similar governing body of such Person, or through
contractual or other arrangements;

‘Deed of Adherence’ means the deed substantially in the form set forth in SCHEDULE 3 titled
DEED OF ADHERENCE executed by a Person acquiring all the Shares from a Party in
accordance with this Agreement;

‘Directors’ means the directors of the Company; and ‘Director’ means any one of them (as the
context requires) and such usage of the term ‘Directors’ or ‘Director’ will include alternate
Directors appointed in accordance with the Companies Act and this Agreement;

‘Encumbrance’ means (i) any mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of
any kind securing, or conferring any priority of payment in respect of, any obligation of any
Person, including without limitation any right granted by a transaction which, in legal terms, is not
the granting of security but which has an economic or financial effect similar to the granting of
security under applicable Law; (ii) any proxy, power of attorney, voting trust agreement, interest,
option, right of first offer or refusal or transfer restriction in favour of any Person; or (iii) any
adverse claim as to title, possession or use;

‘ESOP’ means any stock option plan or equity incentive plan adopted by the Company from time
to time in relation to the grant or issue of shares, stock options or any other securities to its
employees, officers, directors, consultants and/or other eligible persons;

‘ESOP Share’ means any Share granted pursuant to the ESOP;

'Founder' means Sayanta Basu (bearing Passport No. Z4809246) who is validly residing at 11
Upper Bedok Road, Singapore 466644.

'Financial Year' means the financial year of the Company, as amended from time to time;

‘FMV’ means the fair market value;

‘Governmental Authority’ means any governmental, statutory, departmental or public body or

authority, including courts of competent jurisdiction;

‘Insolvency Event’ means:

(a) in the case of an individual, becoming bankrupt or entering into a scheme or

arrangement with creditors or the occurrence of any event that has a substantially similar
effect to any of these events;

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(b) in the case of a corporation:

(i) the suspension of payments, a moratorium of any indebtedness, winding up,

dissolution, administration or reorganization (by way of voluntary arrangement,
scheme of arrangement or otherwise);

(ii) a composition, assignment or arrangement with any creditor;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver,

compulsory manager or other similar officer in respect of any of its assets; or

(iv) enforcement of any Encumbrance over any of its assets.

‘Intellectual Property’ means trademarks, service marks, trade names, domain names, logos, get
up, patents, inventions, registered and unregistered design rights. Copyrights, semi-conductor
topography rights, database rights and all other similar rights in any part of the world (including
Know-how) including, where such rights are obtained or enhanced by registration, any registration
of such rights and applications and rights to apply for such registrations.

‘Intellectual Property Rights’ means all rights conferred by Law or in equity and subsisting
anywhere in the world in relation to Intellectual Property.

‘Know-how’ means confidential and proprietary industrial and commercial information and
techniques in any form including, without limitation, drawings, formulae, algorithms, test results,
reports, project reports and testing procedures, instruction and training manuals, market forecasts
and lists and particulars of customers and suppliers.

‘Law’ means the Companies Act and all (other) applicable laws, by-laws, rules, regulations,
orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or
other requirements of any Governmental Authority in Singapore;

‘Shares’ means the ordinary shares and preference shares in the issued and paid-up share
capital of the Company;

‘Person’ means any natural person, firm, company, Governmental Authority, joint venture,
partnership, association or other entity (whether or not having separate legal personality);

‘Shareholder’ means a Person who holds Shares in the Company in accordance with this
Agreement including holders of ESOP Shares;

‘Tax’ means: (a) any form of tax, levy, impost, duty, contribution, customs and other import duties,
liability and charge in the nature of taxation and all related withholdings or deductions of any kind
(including, for the avoidance of doubt, any national insurance and social security contribution
liabilities and similar or corresponding obligations) wherever and whenever payable and shall
further include any amount payable as a consequence of any claim, direction order or
determination of any Taxation Authority; and (b) all fines, penalties, charges, costs and interest
included in or relating to any of the above or to any obligation in respect of any of the above;

‘Taxation Authority’ means Inland Revenue Authority of Singapore and any other Governmental
Authority competent to impose, collect or enforce Taxes whether in the Territory or elsewhere;

‘Transfer’ means to sell, gift, give, assign, transfer, transfer any interest in trust, mortgage,
alienate, hypothecate, pledge, encumber, grant a security interest in or suffer to exist (whether by
operation of law or otherwise) any Encumbrance on, whether directly or indirectly, any Shares or
any right, title or interest therein or otherwise dispose of in any manner whatsoever voluntarily or
involuntarily including, without limitation, any attachment, assignment for the benefit of creditors
against the Company or appointment of a custodian, liquidator or receiver of any of its properties,
business or undertakings, but shall not include transfer by way of testamentary or intestate
succession.

B. INTERPRETATIONS

In construing the Agreement:

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(a). time is of the essence in the performance of the Parties’ respective obligations. If any time period
specified herein is extended in writing by the Parties, such extended time shall also be of the
essence;

(b). unless the context otherwise requires, words importing the singular shall include the plural and
vice versa;

(c). clause headings are for reference only and shall not affect the construction or interpretation of this
Agreement;

(d). references to Recitals, Clauses and Schedules are references to recitals, clauses and schedules
of and to this Agreement;

(e). wherever the context so demands the references to a Party to this Agreement includes references
to its successors or permitted assigns (immediate or otherwise) of that Party and reference to
agreements shall include reference to all the amendments thereto by whatever manner;

(f). unless otherwise specified, time periods within or following which any payment is to be made or
act is to be done shall be calculated by excluding the day on which the period commences and
including the day on which the period ends and by extending the period to the following Business
Day if the last day of such period is not a Business Day;

(g). unless otherwise specified, whenever any payment is to be made or action taken under this
Agreement is required to be made or taken on a day other than a Business Day such payment
shall be made or action taken on the next Business Day;

(h). reference to any applicable Law includes a reference to such applicable Law as amended or re-
enacted from time to time, and any rule or regulation promulgated thereunder;

(i). the terms ‘herein’, ‘hereof’, ‘hereto’, ‘hereunder’ and words of similar purport refer to this
Agreement as a whole.

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PRIVATE & CONFIDENTIAL

SCHEDULE 3 - FORM OF DEED OF ADHERENCE

This deed is made on [●] by:

[●] of [●] (the 'New Shareholder').

WHEREAS:

(A) The Founder and the Company are parties to an Investment Cum Shareholders' Agreement
dated [●] (the ‘Original Agreement’).

(B) The New Shareholder proposes to purchase [●] Shares in the capital of the Company from the
Founder (the 'Transferor') in terms of a [share purchase] agreement dated on or about [●]
executed between them.

(C) This deed is executed by the New Shareholder in compliance with the Original Agreement.
Capitalized terms used but not defined in this deed will have the respective meanings given to
them in the Original Agreement.

THIS DEED WITNESSES AS FOLLOWS:

1. The New Shareholder confirms that it has been supplied with a copy of the Original Agreement
and has fully understood the terms thereof.

2. The New Shareholder agrees to hold the Shares referred to in Recital B above subject to the
Original Agreement and the Constitution of the Company.

3. The New Shareholder undertakes to be bound by the Original Agreement in all respects as if the
New Shareholder was a party to the Original Agreement and named in it as a Shareholder and to
(a) observe and perform all the obligations of the Transferor in that capacity thereunder; and (b)
observe and perform all the provisions and obligations of the Original Agreement applicable to or
binding on such party to the Original Agreement, insofar as they fall to be observed or performed
on or after the date of this deed.

4. This Agreement is made for the benefit of (a) the parties to the Original Agreement, and
(b) every other person who after the date of the Original Agreement (and whether before or after
the execution of this deed) assumes any rights or obligations under the Original Agreement or
adheres to it.

5. The address and facsimile number of the New Shareholder for the purposes of Notice is as
follows:

Attention : [●]
Address : [●]
Fax Number : [●]
Email : [●]

This deed is governed by and shall be construed in accordance with Singapore law.

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PRIVATE & CONFIDENTIAL

In witness of which this Deed has been executed and has been delivered as a deed on the date
which appears first on page 1 hereof.

SIGNED, SEALED and DELIVERED as a deed by

as a Director
for and on behalf of
AGRUD TECHNOLOGIES PTE LTD
Attested in the presence of:

OR

SIGNED, SEALED and DELIVERED as a deed by

__________________________________________

as attorney
for and on behalf of
AGRUD TECHNOLOGIES PTE LTD

OR, for individuals:

SIGNED, SEALED and DELIVERED as a deed by

________________________________________

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 PRIVATE & CONFIDENTIAL

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS A DEED ON THE DAY AND YEAR FIRST ABOVE WRITTEN

COMPANY: SHAREHOLDER:
for and on behalf of for and on behalf of

AGRUD TECHNOLOGIES PTE. LTD. Signed, sealed and delivered as a deed by

Signed, sealed and delivered as a deed by

Name: Sayanta Basu Name: XYZ

(Director)

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PRIVATE & CONFIDENTIAL

Supplemental Signature Page

By executing this page in the space provided, the undersigned hereby agree (i) that it is a “Shareholder”
as defined in the Shareholder Agreement, dated as of _______-by and among Agrud Technologies Pte.
Ltd. and the parties mentioned therein (the “Shareholder Agreement”), (ii) that it is a party to the
Shareholders’ Agreement for all purposes and ( iii) that it is bound by all terms and/conditions of the
Shareholders Agreement.

Signature:

Name: XYZ
Address:
Date:
Place:

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