TRI-PARTY AGREEMENT

This Tri-Party Agreement ("Agreement") is made and entered into on [Date],

among the following parties:

BY AND BETWEEN

1. M/s __________________________________, a company under the

Companies Act, 2013, having its registered office at
_____________________________________________________________
and having Corporate Identity Number: _____________________
(hereinafter referred to as the “BUYER”, which term shall, unless repugnant
to the subject, context or meaning thereof, include its successor(s), heir(s)
and permitted assigns) of the First Part;

AND

2. M/s _______________________________________, a company under the

Companies Act, 2013, having its registered office at
_________________________________________ and having Corporate
Identity Number: ___________________________ (hereinafter referred to
as the “SUPPLIER”, which term shall, unless repugnant to the subject,
context or meaning thereof, include its successor(s), heir(s) and permitted
assigns) of the Second Part;

AND

3. M/s _________________________________________, a company under

the Companies Act, 2013, having its registered office at
_____________________________________________________________
and having Corporate Identity Number: _________________________
(hereinafter referred to as the “LENDER”, which term shall, unless
repugnant to the subject, context or meaning thereof, include its
successor(s), heir(s) and permitted assigns) of the Third Part;
Each party shall hereinafter be individually referred to as the "Party" and
collectively as the "Parties".

Recitals:
WHEREAS, the Supplier is engaged in the business of manufacturing & supplying
of goods related to telecom industries;

WHEREAS, the Buyer wishes to purchase goods from the Supplier, and the
payment for such goods shall be facilitated by the Financial Company as per
Buyer's instructions and the agreed payment terms;

AND WHEREAS, The Buyer has/have approached the Lender for availing
financial credit for the purpose of purchasing the said goods and the Lender has
agreed to sanction the same subject to terms & conditions agreed between them
separately and this Agreement.

NOW, THEREFORE, in consideration of the goods contained herein, the parties

hereto agree as follows:

1. Supplier's Obligations:

1.1 The Supplier shall supply goods to the Buyer in accordance with the terms and
conditions mutually agreed upon between the Supplier and the Buyer in separate
purchase agreements or orders.

1.2 The Supplier shall invoice the Buyer for the goods supplied, including all
applicable taxes, and provide the same to the Buyer.

2. Buyer's Obligations:
2.1 The Buyer shall purchase goods from the Supplier in accordance with the terms
and conditions mutually agreed upon between the Supplier and the Buyer in
separate purchase agreements or orders.

2.2 The Buyer shall make payments for the goods directly to the Financial
Company, as per the payment instructions provided by the Buyer to the Financial
Company.

3. Financial Company's Obligations:

3.1 The Financial Company shall receive payments from the Buyer for the goods
supplied by the Supplier.

3.2 The Financial Company shall disburse payments to the Supplier on behalf of
the Buyer as per the payment instructions provided by the Buyer, in accordance
with the payment terms agreed upon between the Buyer and the Supplier.

3.3 The Financial Company shall maintain confidentiality regarding all financial
transactions and information related to this Agreement.

4. Indemnification:

Each party shall indemnify and hold harmless the other parties from and against
any claims, damages, liabilities, losses, and expenses arising out of or related to
any breach of this Agreement by such party.

5. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of
the State of Uttar Pradesh. Any disputes arising under or in connection with this
Agreement shall be subject to the exclusive jurisdiction of the courts located in
Greater Noida.

6. Entire Agreement:
This Agreement constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, understandings,
representations, and warranties.

IN WITNESS WHEREOF, the parties hereto have executed this Tri-Party

Agreement as of the date first above written.

Supplier:

Signature: ___________________________

Name: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]

Buyer:

Signature: ___________________________

Name: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]

Finance Company:

Signature: ___________________________

Name: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]