ASSET AND FUNDS MANAGEMENT AGREEMENT

Manager: Anthony S. Bock,

Address: 24 Cyber City, 3rd Floor Ebene Esplanade, Ebene, Mauritius
Phone: +27 81 454 7082
E-mail: anthonybock21@gmail.com

Client: Joysula Ramu

Address: Green Castle, Indiranagar, Bengaluru, Karnataka, India
Phone: +91 7994 640 360
E-mail: ramu.j@mentific.com

This Asset and Funds Management Agreement (“the Agreement”) is issued on behalf of
the Manager named above (“the Manager”). Payments by the Manager to the Client (“the
Payments”) will be made after each arrival of transferred funds transferred to the Man-
ager’s Paymaster account by the Client. The Payments shall be paid by the Manager’s
Paymaster to the Client (with the Manager, the Paymaster and the Client being together
referred to as “the Parties” in this Agreement) as per the following:

1 Payments shall made by Bank to Bank SWIFT or similar wire transfer.

2 The entitlement under this Agreement covers any business transactions entered
into by the Client where the Manager is named by the Client as the Asset Man-
ager and Paymaster, hereafter, (“AM&P) on fully executed, signed and sealed,
contractual documentation the Client enters into with the AM&P, hereafter, (“the
Transactions”), and/or on any Master Fee Protection agreements
(“Fee Agreements”), including all extensions and rollovers.

This Agreement shall not apply where either of the Parties indicate to each other
that on a particular Transaction that this particular Agreement shall not apply, or
where on a particular Transaction the Client signs a separate sub-fee protection
agreement with the Manager together with one or more other beneficiaries, in
which case that sub-fee agreement will supersede this Agreement for the pur-
poses of that Transaction.

Upon the Client using the Manager’s Paymaster details on a Fee Agreement, the
Client shall send a copy to the Manager of such Fee Agreement as soon as pos-
sible, together with any other relevant available documentation (such as associ-
ated sale and purchase agreements or similar). The Client shall use best en-
deavors to obtain copies of such documentation for the benefit of the Manager
and the Manager’s Paymaster.

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3 The Payments will be made by the Paymaster without protest,
significant delay or deductions, other than standard bank charges and an Asset
Manager and Paymaster fee of Ten Percent (10%) plus Five Percent (5%) for
Asset Manager and Paymaster’s Mandate. Total Fifteen Percent (15%)

4 The Client shall use best efforts to provide the Asset Manager’s Paymaster Bank
with a pre-advice copy of any forthcoming Tranche 1-3 banking days prior to the
time when the Tranche is due to be received by the Asset Manager’s Paymaster
Bank.

5 The Asset Manager’s Paymaster will have no responsibility for reporting monies
received pursuant to this Agreement to any tax authority. The Parties
acknowledge that is the sole responsibility of the Client to report and pay income
tax and/or any other form of tax to all relevant tax authorities with respect to all
monies the Client may receive pursuant to this Agreement.

6 By signing this Agreement, the Client confirms under penalty of perjury that, to
the best of the Client’s knowledge, information and belief, any and all monies
being wired into the Asset Manager’s Paymaster’s accounts under the terms of
this Agreement are not from any unlawful sources, do not constitute money laun-
dering, are not part of a criminal enterprise, and are not the proceeds of, nor
destined to support, terrorist or criminal activities of any kind.

7 The Parties herewith irrevocably agree that they do not assume any responsibility
for the Transactions going through the SWIFT and Banking systems successfully
and cannot be held liable for any reason associated with the transfer(s) (i.e. if
any Buyers and/or Sellers involved in the Transactions do not perform, the Parties
shall not be held liable).

8 Nothing in this Agreement shall be construed as creating any form of partnership

or employee/employer relationship between the Parties.

9 This Agreement shall be valid, legally binding and enforceable even if any of the
specific details of the Transactions, or the relevant transaction codes, are
changed by the banks involved, and/or by any of the Parties at any point during
the Transactions. However, the Client shall be entitled to change the recipient
bank details at any time upon reasonable notice in writing to the Asset Manager.

Clients initial: Managers initial:

10 All disputes arising regarding this Agreement shall be resolved by binding arbi-
tration in Mauritius, under Mauritian law.

11 The Parties agree that they shall not, for a period of (5) Five years from the date
of this Agreement, attempt, directly or indirectly, to contact the others’ business
and professional sources or contacts (including banks, investors, sources of
funds, etc.) (“Business Sources”), or negotiate with another Party’s Business
Sources or make use of any confidential or private information of any of the oth-
ers, except through the relevant other Party, or with the express written consent
of the other Party as to each such contact.

For the avoidance of doubt, this means that the Parties shall not contact, deal
with or enter into business transactions with any Business Source provided by
the other unless written permission has been obtained from the other relevant
Party disclosing the same. The restrictions stated above shall not apply when one
Party had a previous active business relationship with the relevant other Party’s
Business Source, or where a Party learns of another Party’s Business Source by
a wholly independent third party in good faith at some point in the future.

12 The Parties agree not to disclose any of each other’s’ Confidential Information to
anyone else, unless specifically authorized in writing by the relevant other Party.
For the purposes of this Agreement, “Confidential Information” shall mean any
kind of clearly private, sensitive or confidential information including (without lim-
itation), unofficial or highly personal information relating to any of the Parties, and
information of whatever nature regarding the business arrangements of any of
the Parties themselves or their employees, clients and associates, including busi-
ness workings, plans, fee agreements, contracts, and/or literary works such as
manuscripts, screenplays, treatments and synopses.

The requirements of this Agreement as regards to Confidential Information shall

not apply to any information which has been legally put into the public domain, or
when the relevant Party legitimately learns of the Confidential Information in
question by a wholly independent third party in good faith at some point in the
future.

13 For the avoidance of doubt, the AM&P confirms it has no objection to the Client
assigning the fees he or she will receive under the Transactions, in part or in
whole, however notice of this an any required Bank due diligence documents
shall be provided and the assignment notice shall be sent, in writing, to the Asset
Manager and his Paymaster as soon as practicable to be valid.

Clients initial: Managers initial:

14 Electronic and/or faxed transmission of the signed Agreement shall be valid, le-
gally binding and enforceable in respect of all its provisions.

15 The Payments shall, unless otherwise agreed between the Parties, be sent to the
Client in the same currency in which they arrived at the Asset Manager’s Pay-
master’s relevant account.

16 The Client, whose name and signature appears below, hereby accepts that the
Asset Manager and the Asset Manager’s Paymaster act under the terms of this
Agreement in all respects as the Asset Manager and his paymaster for the pur-
poses of the Transactions, and accordingly for the Asset Manager and his Pay-
master to sign salient documentation on behalf of the Beneficiaries in order to
give effect to this Agreement.

17 For the avoidance of doubt, Payments shall only be made to the Client if a rele-
vant Transaction has successfully been concluded.

18 In the event of the Client asking for any share of the funds due to him or her under
this Agreement to be held by the Asset Manager’s Paymaster on the Client’s be-
half for a certain length of time, the Asset Managers Paymaster shall be entitled
to a 50% (fifty per cent) share of interest earned on such funds.

19 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agree-
ment.

20 The Client agrees to absolve the Asset Manager and his Paymaster of any legal,
contractual or other liability in the event of third parties requesting that the Pay-
master pay them in respect of the Transactions, in a case where the Client did
not inform the Asset Manager or his Paymaster of any such third parties being
entitled to Payments from funds received by the Manager’s Paymaster.

21 In the event the Client requires services of the Asset Manager in respect of the
Transactions (e.g. assistance with setting up offshore or trust accounts, creation
of corporate vehicles, legal/contractual advice, or general financial or business
consultancy), these shall be dealt with by way of separate agreements to be ne-
gotiated and signed separately between the Asset Manager and the Client.

Accordingly, for the avoidance of doubt, should the Client request that the Man-
ager and or his Paymaster take litigation action against, for example, a non-

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 performing or non-paying Buyer, this shall be subject to a separate fee and pa-
perwork.

22 The Client shall be entitled to cancel this Agreement with 1 (one) month’s written
notice to the AM&P, however for the avoidance of doubt each Party shall remain
entitled to any funds due to it up to the time of such termination.

23 The Client agrees not to contact any of the bank officers working with the Asset
Manager’s Paymaster for any reason, except with the prior written approval of the
Asset Manger and his Paymaster.

24. The Transactions cash proceeds will be wired to the Asset Manager’s Paymaster
account indicated in Annex A.

25. Asset Manager’s Paymaster account will receive and disburse cash proceeds as
indicated in Annex B according to the client’s instruction.

26. The client will transfer funds from the HSBC Singapore from account indicated in
Annex C

25. Nominated accounts for receipt of funds from Asset Manager’s Paymaster ac-
count as indicated in Annex D, Annex E and Annex F.

27. The client agrees to provide full CIS of all parties due to receive funds from the
paymaster account together with an invoice for each payment to be received.

Clients initial: Managers initial:

DATE OF ISSUE: 23 January, 2020

CLIENT: Joysula Ramu

____________________________________________

SIGNATURE

ASSET MANAGER:

Anthony Bock

_________________________________________

SIGNATURE

Clients initial: Managers initial:

 ASSET MANAGER’S PASSPORT

Clients initial: Managers initial:

 CLIENT PASSPORT

Clients initial: Managers initial:

 ANNEX A

ASSET MANAGERS NOMINATED PAYMASTER ACCOUNT

PAYMASTER SG FINANCIAL SERVICES LIMITED –

CLIENT ACCOUNT

BENEFICIARY EMERGING HOLDINGS LIMITED

REPRESENTED BY ANTHONY SIMON BOCK

TITLE FIDUCIARY

CONTACT INFORMATION

BANK NAME MAURITIUS COMMERICAL BANK

BANK ADDRESS MCB CENTRE, SIR WILLIAM NEWTON STREET, PORT

LOUIS

ACCOUNT NO. 000442693109

ACCOUNT NAME SG FINANCIAL SERVCIES LIMITED – CLIENT

ACCOUNT

SWIFT MCBLMUMU

Routing Number (BSB)

SPECIAL WIRE INSTRUCTIONS PREADVICE MUST BE SENT VIA SWIFT PRIOR TO

WIRE TRANSFER & EMAIL A NOTIFICATION IMMEDI-
ATELY UPON EACH TRANSFER PAYMENT TO-
GETHER WITH THE TRANSACTIONS CODE/S TO:

REQUIRED MESSAGE ALL TRANSFER INSTRUCTIONS SHALL STATE:

“FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL
ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
UPON RECEIPT BY BENEFICIARY’S BANK.”

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 ANNEX B

CLIENTS PAYMENT INFORMATION AND INSTRUCTIONS

PAYMENT MT103-202

TOTAL VALUE TO BE RE- US$9,232,100 (NINE MILLION TWO HUNDRED AND

CEIVED THIRTY-TWO THOUSAND AND ONE HUNDRED ONLY)

FIRST TRANCHE US$9,232,100 (NINE MILLION TWO HUNDRED AND

THIRTY-TWO THOUSAND AND ONE HUNDRED ONLY)

SENDING BANK HSBC SINGAPORE

PAYMENT 1 FOR CLIENT 85% OF THE FACE VALUE OF FUNDS RECEIVED TO

CLIENTS NOMINATED ACCOUNT

PAYMENT 2 FOR CLIENT 15% OF THE FACE VALUE OF FUNDS RECEIVED IS

RETAINED AS ASSET MANAGER / PAYMASTER AND
ASSET MANAGER / PAYMASTER MANDATE FEES.

PAYMENT 3 FOR CLIENT

PAYMENT 4 FOR CLIENT

Clients initial: Managers initial:

 ANNEX C

CLIENTS SENDING ACCOUNT

BANK NAME: HSBC SINGAPORE

BANK ADDRESS HSBC BUILDING, SUITE 13-02, 21 COLLYER QUAY,

SINGAPORE

ACCOUNT NAME JOYSULA RAMU

ACCOUNT NUMBER 04-78-66710270

SWIFT CODE HSBCSGS2

BANK OFFICER NAME MR. MARK WANG

BANK OFFICER EMAIL

TELEPHONE NUMBER +65 647 22669

FAX NUMBER

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 ANNEX D

CLIENTS NOMINATED ACCOUNT

BANK NAME: SBM BANK (MAURITIUS) LIMITED

BANK ADDRESS 6TH FLOOR SBM TOWER, QUEEN ELIZABETH II

AVENUE, PORT LOUIS, MAURITIUS

ACCOUNT NAME WELLSFORD INTERNATIONAL LIMITED

ACCOUNT NUMBER 50100000179036

SWIFT CODE STCBMUMU

BANK OFFICER NAME TINA JUGNAUTH

BANK OFFICER EMAIL tina.jugnauth@sbmgroup.mu

TELEPHONE NUMBER =230 202 1111

FAX NUMBER

PAYMENT REFERENCE RAMU

SPECIAL WIRE INSTRUCTIONS

REQUIRED MESSAGE

Clients initial: Managers initial:

 ANNEX E

CLIENTS REPRESENTITIVE NOMINATED ACCOUNT

BANK NAME:

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

SWIFT CODE

BANK OFFICER NAME

BANK OFFICER EMAIL

TELEPHONE NUMBER

FAX NUMBER

PAYMENT REFERENCE

SPECIAL WIRE INSTRUCTIONS

REQUIRED MESSAGE

Clients initial: Managers initial:

 ANNEX F

CLIENTS MANDATE NOMINATED ACCOUNT

BANK NAME:

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

SWIFT CODE

BANK OFFICER NAME

BANK OFFICER EMAIL

TELEPHONE NUMBER

FAX NUMBER

PAYMENT REFERENCE

SPECIAL WIRE INSTRUCTIONS

REQUIRED MESSAGE

Clients initial: Managers initial: