KNEX SOLUTIONS PRIVATE LIMITED

Awfis, Unit 3-7, 10th Floor, R City Offices, R City Mall, LBS Road,
Ghatkopar West, Mumbai – 400086
CIN: U74999MH2019PTC328602

MEMORANDUM OF UNDERSTANDING ID# MD/2023/LAP/143

THIS AGREEMENT IS ENTERED INTO AT MUMBAI ON THIS THE 21ST DAY OF SEPTEMBER,
2023:

BY AND BETWEEN

Sethi Diagnostic & Medicare Private Limited, CIN U85195WB1993PTC060301, having its
office at 1D, Diamond Harbour Road, Kolkata, India- 700034 AND represented by Mr.
Kailash Khandelwal, Director and Authorized Signatory, hereinafter referred to as “First
Party” as the party of the First Part.

AND

KNEX Solutions Private Limited, CIN U74999MH2019PTC328602, having its office at Awfis,
Unit 3-7, 10th floor, R City Offices, R City Mall, LBS Road, Ghatkopar West, Mumbai, India –
400086, represented by Mr. Kalyan Jagnani, Co-Founder and Director hereinafter referred
to as “Second Party” as the party of the Second part.

First Party has been introduced to the Second Party by its Channel Partner Mr. Rajiv Shukla
from Numus Capital having his PAN # as ATSPS1990A. The Channel Partner would be
responsible for smooth coordination between the First Party and the Second Party.

Whereas both the parties have agreed upon the subject matters and after going through the
initial set of documents furnished by FIRST PARTY; SECOND PARTY has offered to act as
Consultant to FIRST PARTY in order to arrange funds through Loan Against Property from
Financial Institution(s) up to INR 20.00 Crore.

First Party has accepted the offer and hence agreed to execute this agreement with Second
Party.

SECOND PARTY has been given to understand that FIRST PARTY has prepared requirement
of its fund requirement for the transactions mentioned above. SECOND PARTY hereby
agrees to act as Transaction Advisor to FIRST PARTY in order to assist them in presenting
the proposal, identifying the Financial Institution(s) and getting funds as per agreed
finance structure.

This agreement confirms and sets forth the terms and conditions of the engagement of
SECOND PARTY to act as Consultant/arranger on the above-mentioned matters (“the
Engagement”).

1. Scope of services:
SECOND PARTY shall assist FIRST PARTY on a best effort basis on the following:

 To discuss and understand the activities/history of activities, customer profile &

banking of FIRST PARTY.

Email: myrequest@knexsol.in Phone: +91 77770 55826

 KNEX SOLUTIONS PRIVATE LIMITED
Awfis, Unit 3-7, 10th Floor, R City Offices, R City Mall, LBS Road,
Ghatkopar West, Mumbai – 400086
CIN: U74999MH2019PTC328602
 To ask FIRST PARTY to describe the current facilities and requirement from Financial
Institution(s).
 Arrange for the required Fund based facility and non-Fund based facility.
 To present the case to the prospective Financial Institution(s) for finance, desired
repayment schedule, tenure of loan, expected Rate of Interest and other benefits
that can be available from the prospective Financial Institution(s).
 To follow-up with the respective Financial Institution(s) provide replies to all queries
and comply with necessary formalities/process/documentation etc. with
consultation with FIRST PARTY.
 FIRST PARTY understands and agrees that the Sanction and/or Disbursement of the
Proposal is solely dependent on the data, information, documents, and discussions
of the FIRST PARTY (verbal OR written) with the Financial Institution(s)/Lender.
SECOND PARTY holds no obligation, implicit or explicit towards the Sanction and/or
Disbursement of the Proposal.

2. Engagement Period:
The Engagement would be valid for a period of 45 days from the date of receipt of complete
documents and data OR signing of this agreement, whichever is later. However, this period
will be automatically extended unless both the parties mutually decide to terminate the
agreement.

3. Compensation and Expenses:

3.1.1 Engagement Fee:
SECOND PARTY agrees to waive any advance payment from the FIRST PARTY
3.1.2 Success fee:
 Success fees for various activities payable by FIRST PARTY to SECOND PARTY shall
be 3.00% of total sanctioned amount (plus GST as applicable) for financing
support from Financial Institution(s).
 First Party will also pay the Channel Partner an additional Success Fee of 2.00% of
total sanctioned amount (plus GST as applicable) for financing support from
Financial Institution(s).
 Success Fee becomes due to the SECOND PARTY by the FIRST PARTY on the
acceptance of the sanction terms by the FIRST PARTY.
 1.50% of the total sanctioned amount (plus GST as applicable) would be paid by
the FIRST PARTY to the SECOND PARTY on acceptance of the sanction terms.
 1.00% of the total sanctioned amount (plus GST as applicable) would be paid by
the FIRST PARTY to the Channel Partner on acceptance of the sanction terms.
 FIRST PARTY will give the post-dated cheque of the balance Success Fee to the
SECOND PARTY and Channel Partner on acceptance of the sanction terms,
SECOND PARTY and Channel Partner will encash the cheque after the
disbursement of the loan amount by the Lender to the FIRST PARTY.
 In case the FIRST PARTY is not able to take disbursement from the lender within
30 calendar days of acceptance of the sanction terms for any reason(s)
attributable to the FIRST PARTY, SECOND PARTY and Channel Partner will encash
the cheque for the balance amount of Success Fee due from the FIRST PARTY.
 In case of multiple disbursements, fee would be paid to SECOND PARTY and
Channel Partner on pro rata basis.

Email: myrequest@knexsol.in Phone: +91 77770 55826

 KNEX SOLUTIONS PRIVATE LIMITED
Awfis, Unit 3-7, 10th Floor, R City Offices, R City Mall, LBS Road,
Ghatkopar West, Mumbai – 400086
CIN: U74999MH2019PTC328602

Terms of payment of fees & other related issues are covered herein below:
3.1. FIRST PARTY, in addition to any kind of fees mentioned in this document, will directly
pay any fee or charges including login fee, processing fee, legal & valuation charges,
applicable stamp duty, any other expense, etc. to the Financial Institution(s) directly.
3.2. The fees quoted above are exclusive of any applicable Government levy and taxes
including Service Tax/GST. However, TDS may be deducted at source, as per
applicable rates.
3.3. No fee separately payable/paid by FIRST PARTY to its own or other advisors/
consultant shall reduce or otherwise will affect the fees and expenses payable
hereunder to SECOND PARTY.
3.4. If the FIRST PARTY closes a financing deal within 1 years from the expiry of the term
of this Offer with the Potential Lender (or its associates) introduced during the term
of the mandate, the "SECOND PARTY" would be paid the applicable fees.

4. Payment Terms:
4.1 Advance Engagement fees, if any, to be paid immediately on signing this agreement.
4.2 Success fees shall be paid by FIRST PARTY to SECOND PARTY and Channel Partner on
completion of specifiedmilestones as defined in clause 3.1.2.
4.3 SECOND PARTY and Channel Partner shall be entitled to receive the fees as agreed, as &
when the condition for the payment is fulfilled for each work, irrespective of status of
other work that SECOND PARTY and Channel Partner may be required to carry out.
4.4 Any delay in the payment of Fees shall attract Interest @18.0% per annum
compounded annually, for the delayed period after 30 (thirty) days.

5. Information:
FIRST PARTY will provide to SECOND PARTY in a timely manner all possible and available
information pertinent to the business and affairs of FIRST PARTY’s Project – Detailed Report
relevant to the scope of services under this agreement from time to time, without any delay.
If there is delay in the providing of the information on the part of FIRST PARTY then SECOND
PARTY will not be responsible for any delay in the aforementioned investment activity.

6. Confidentiality:
6.1 SECOND PARTY agrees to keep confidential all information received from FIRST
PARTY. However, confidential information shall not include:
Discussion or correspondence with potential Investor(s) or other relevant advisors acting in
professional capacity; except where SECOND PARTY obtains a similar confidentiality
agreement from them not to disclose the contents of the material sent by him to such
potential Investor(s) in pursuance of this agreement/mandate. In other words, SECOND
PARTY hereby unconditionally undertakes not to release the information/
documents to any third party, unless a confirmation from FIRST PARTY has been obtained or
a similar non-disclosure agreement is obtained from them in writing, including specific
prohibition of submission of documents to any other party from such third parties.
6.1.1 Information which is or becomes publicly available constitutes no breach of
SECOND PARTY under agreement.

Email: myrequest@knexsol.in Phone: +91 77770 55826

 KNEX SOLUTIONS PRIVATE LIMITED
Awfis, Unit 3-7, 10th Floor, R City Offices, R City Mall, LBS Road,
Ghatkopar West, Mumbai – 400086
CIN: U74999MH2019PTC328602
6.1.2 Information to be disclosed under any applicable law, statute or other regulation of
or by any court order in any relevant jurisdiction, subject to the Non-Disclosure
Privileges accruing out of the Professional Relationship.
6.1.3 Subject to the above confidentiality provisions, SECOND PARTY shall be entitled to
include a general description of work performed hereunder, for the purpose of
demonstrating its experience to other potential clients for similar services, only after
completion of this assignment.

7. Regulations:
FIRST PARTY and SECOND PARTY shall act in accordance with timely applicable all laws,
statutes, rules and Regulations.

8. Arbitration & Jurisdiction:

Any / all disputes, controversies or claims arising out of or in connection with this
Agreement shall be referred to arbitration under and in accordance with the Arbitration
and Conciliation Act, 1996, as amended from time to time. The jurisdiction venue of
Arbitration/Judicial court shall be at Mumbai. All notices required or permitted to be given
hereunder shall be in writing and shall be valid and sufficient if dispatched by registered
mail, postage prepaid, cable or facsimile to the address of SECOND PARTY & at the
communication office of FIRST PARTY as mentioned foresaid.
As a token of their acceptance to the terms and conditions of this agreement, both the parties
hereunto have set their hands on this Agreement the 21st Day of September 2023.

For FIRST PARTY, For SECOND PARTY

(Mr. Kailash Khandelwal) (Mr. Kalyan Jagnani)

Date: 21st September 2023

Details of Bank Account:

Name of Beneficiary: KNEX Solutions Private Limited

Bank: ICICI Bank
Type: Current
Account Number: 777705500225
IFSC Code: ICIC0000020
Branch: Galleria, Hiranandani Gardens, Powai Mumbai - 400076

Email: myrequest@knexsol.in Phone: +91 77770 55826