MEMORANDUMOF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred to as "MoU") is

made and entered into at Mumbai on this 20th day of December 2022, ("Effective Date");

BY AND BETWEEN

Mr. Rohit Mohan Pugalia, S/o Mr. Mohan Pugalia, resident of 401 & 402 Villa Velloze,
Central Avenue, Opposite Laxmi Genral Store Mumbai Santacruz (West) Mumbai
Maharashtra - 400054/ Aadhar No. 7651 0639 4568) (hereinafter referred to as FIRSST

PARTY" which term or expression shall, unless it be repugnant to the subject, context or

meaning thereof, mean and be deemed to mcan and include his successors, legal heirs, legal
of
representatives, administrators, executors, assigns, nominees and/or any prospective buyer)
the FIRST PART;

AND

Private Limited, incorporated and registered under the

Nextgen Shopping a company

provisions of Companies Act 2013, (CIN # U52590DL2015PTC279782), having its

Delhi
registered office at Old No S-301-N No S-302 F/F School Block, Shakarpur Delhi East
DL 110092 IN, acting through its Authorized Representative, Mr.Rajiv Srivastava,
"Second Party"), which term or expression shal, unless it be
(hereinafter referred to as

deemed to
repugnant contrary to the subject, context or meaning thereof, mean and be
or

mean and include its authorised representatives, successors-in-interest and permitted assigns).

WHEREAS:

The Second Party are in the business of online shopping, internet marketing, of
A.
consumer and other goods, internet advertising and marketing, creating virtual malls,

stores, shops, creating shopping catalogues, providing secured payment processing.

net commerce solutions for business to business and business to consumers, online

trading in and outside India;

B. The Second Party have developed and devised many unique software tools which
have revolutionized online shopping concept by using the different virtual product
created through these software. This has been a result of lot of efforts in terms of time,
money and resources over the last seven years.

C. Now the Second Party doing well in terms of business and have number of PO/
Agreement in pipeline out of which few are already signed and few are in process to
close with clients. Due to lack of working capital the Second Party approach to First
Party for a loan of INR 50,00,000/-
D. The Second Party declares and confirms that:
the First Party is the director ofthe Second Party since 13th Dec, 2022
Cii) it is complied with all the requisite provisions/compliances in respect of Loans
taken from its shareholders, directors etc. under the provisions of the
Companies Act, 2013 as well as the Rules and Regulations framed thereunder;

(ii) it is eligible under the provisions of the Company Law to accept/take loan
from its director and that the Second Party is not prohibited from accepting
loan from the First Party.

E. The First Party declares that the loan given and proposed to be given by him to the
Second Party is contemplated in this MOU is given out of his own funds not from
borrowed funds;

F. The First Party agreed to give Loan to Second Party with interest @15% p.a. as per
following terms:

a) The First Party has given advances of INR 25,00,000/- to Second Party in F.Y
2021-22 and the same shall be treated as loan w.e.f. the date of this MOU.
b) The First Party will give another INR 25,00,000/- to Second Party after

finalization of this MoU.

c)The Second Party shall pay back the loan money along with Interest on or before
30th June 2023.
d) If Second Party fails to pay back the money on time then, at the option of the First
Party loan amount along with the accrued interest will be converted to Equity
 Share Capital on the basis of INR 15 Crore Valuation. In the event if the First
Party opts to seek conversion of loan into equity, then the Second Party shall do
all such acts, deeds and things and comply with various requirements under the
Company Law read with its Memorandum and Articles of Association for such
conversion of such loan into equity. The equity shares so issued shall be freely
transferable.

G. The Second Party shall pass appropriate Resolutions for obtaining loan from the First

Party as contemplated herein and shall comply with all the requirements for
acceptance of the loan from the First Party including filing of the said Resolutions and
other requisite forms with the Office of the Registrar of Companies as required under
various Company Law provisions;

H. This MoU is basic understanding between the parties for a loan facility. This shall
remain valid till the Second Party pay back whole money with interest or the Second
Party issues shares in lieu thereof to the First Party. Once the money is paid back or
shares are issued, this MoU shall become null and void;

That MoU shal be binding between the Parties from the date of execution of this

MoU;

J. That the Parties mutualy agree and adopt the terms and conditions of MoU and shall
take steps to implement and execute the terms and conditions of MoU.

K. That the Parties agree that this MoU shall also regulate their agreement for amicable
settlement of the Disputes which has/shall affects their rights/interest, directly or

indirectly
L. This MoU shall be binding on both Parties and shall be subject Laws of India

M. Any changes in this MoU need to be in writing signed by all parties.

N. This MoU shall be subject to jurisdiction of Mumbai Courts.

IN WITNESS WHEREOF the Parties hereto have signed this Memorandum of
Understanding at the place, on the date, month and year so mentioned above, written in the

presence of witnesses.

FIRSTPARTY:

(Mr. Rohit Mohan Pugalia)

COMPANY / SECOND PARTY:

(M/s. Nextgen Shopping Private Limited)

(through its Authorized representative Mr. Rajiv Srivastava)

WITNESSES:
1. bachupea bin loslhi
-Blbek, Siolo-70, Nauidla, U./. -201301

Mukul Gupta
Subham Hpatmnt, Utam Wergar, Delk?- 1 loos9
S-6,