IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION IN THE COMMERCIAL DIVISION ARBITRATION PETITION (L) NO.24 OF 2017

Interface Business Solutions (India) Pvt. Ltd. ...Petitioner Versus Cloud Ganga Technologies Pvt. Ltd. ...Respondent

CONSENT TERMS BETWEEN THE PETITIONER AND THE RESPONDENT

1. As between the Petitioner and the Respondent an amicable settlement has been reached resolving all disputes and differences between them relating to the subject matter of the present petition, the terms whereof are recorded hereinafter.
$2.$ Simultaneously with the execution of these Consent Terms, the Respondent has handed over to the Petitioner the source code for the Religare Securities Shares & Securities Trading mobile application for Android and iOS (also described as Religare Trade, Religare Dynami) (hereinafter "the said mobile application"). The Respondent confirms that the said source code is the Latest & Full Version of the same in all forms.

"Latest & Full Version" of the said mobile application means the last build, which was provided to Religare Securities or the latest check in into the Respondent's source control application (whichever is later)

$3.$ The Respondent shall within 3 days of executing these Consent Terms:
- hand over to the Petitioner the Latest & Full Version of Source Assets $\overline{a}$ . for any new designs (PSDs or Sketch format files if any) and screens

which were developed / modified for the said mobile application in their original format on appropriate digital media (DVD / Pen Drive / Hard drive); and

$\mathbf{b}$ . compile and hand over to the Petitioner all Documentation regarding the said mobile application.

"Documentation" shall mean all data and documents related to the development of the said mobile application in the possession of the Respondent (outside of the mailboxes provided to Respondent by Petitioner), its employees, servants or agents including without limitation:

i. All API Documentation (if any) - whether provided by Religare, or its appointed parties or created as part of the development process; and for any new APIs written for interaction between the said mobile application, the Fix engine and the Religare Securities systems;
All Business Requirement Documents (if any), whether provided by ii. Religare, or its appointed parties or created as part of the development process of the said mobile application; and
iii. All Solution Architecture Documents (if any) whether provided by Religare, or its appointed parties or created as part of the development process of the said mobile applications.
$4.$ The Petitioner shall within 3 days of receipt of the materials and Documentation from the Respondent as set out in Clause 3 hereinabove, inspect and validate the same;
$5.$ Within 3 days of the Petitioner confirming in writing to the Respondent the validity, correctness and completeness of the materials and Documentation

handed over to it, the Respondent shall destroy, delete and remove all copies of the materials and Documentation including back-ups whether on computer / laptop / server / hard disk / thumb drive / DVD / CD/ Cloud etc.

1. On the Respondent complying with the foregoing to the satisfaction of the Petitioner, the Petitioner shall file these Consent Terms before the Hon'ble Bombay High Court and withdraw the Arbitration Petition No. 24 of 2017.
$7.$ The Parties agree and declare that thereafter, they shall have no claim whatever against the other in relation to these proceedings.

Agreed to the above consent terms

Mr. Ameya Malkan Advocate for the Petitioner

For, Petitioner Interface Business Solutions (I) Pvt. Ltd.

(Authorized Signatory)

For, Respondent Cloud Ganga Technologies Pvt. Ltd

(Authorized Signatory)

a-902 fortune terraces new link road andheri west mumbai 400053 +91 22 67899100 ibsunified.com

January 10, 2017

RESOLVED THAT the Board of Directors of the Company do hereby authorize Shri Nikhil Burboze of the Company to take all action(s), acts, deeds and things set out hereinafter in relation to filing of petition, plaint, pleadings, winding up, writ, criminal complaint etc. against Cloud Ganga Technologies Pvt. Ltd.

"RESOLVED FURTHER THAT Shri Nikhil Burboze be and is hereby appointed as the true and lawful representative of the Company to do all or any of the acts, deeds, things specified hereinafter in connection with above matter in the competent Court of law (original/appellant and/or for revisional, review jurisdiction).

1. To sign, verify, pursue and present execution petition, suits, appeals, revision, applications, petitions, before appropriate Forum/Court at Mumbai and to give statement (oral/writing) and/or on oath and/or otherwise which may be required to be done by the Company and to pursue in any manner such execution petition, suits, applications, petition and to take all such further steps as may be necessary and required for the purposes.
1. To move any application, replies, affidavits, etc. in the court, review, revisions, appeal, compromise, accept the payment, withdraw the suit, to admit or deny any document, to receive and hand over the document, to apply for transfer of case from one court to another, to execute consent terms, give undertakings etc. to the court on behalf of the company in the said cases. He is further authorized to file any application/pleadings filing of which may become necessary at the subsequent stage for effectively pursuing the case.
1. To engage and appoint any lawyer, advocate, vakil, pleader or attorney as he thinks proper and necessary in the said case.
1. To adduce evidence, give statement and enter into compromise with the opposite party in the best interest of the Company.
1. To inspect the judicial file and take notes and apply and receive certified copy thereof.
1. To accept service of any summon, notice relating to said matters, to accompany the process server/bailiff for affecting the service of any notice/summons upon the opposite part and to execute the order/judgment/decree/award of any Court, Arbitrator, Tribunal, Forum at Mumbai against the above mentioned opposite parties on behalf of the Company.
1. And to do all acts, deeds and things which are not specifically mentioned hereinabove but may become necessary at the subsequent stage for the effective disposal of the above mentioned case."

For Interface Business Solutions (India) Pvt. Ltd.

UTIONS Sabyasachi Mitter (Director)

Date: 10th January 2017 Place: Mumbai

EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON 24th of January AT 10:00 AM AT THE REGISTERED OFFICE OF THE COMPANY

The Board was informed that the company is signing terms of consent with Interface Business Solutions (India) Pvt. Ltd. for withdrawal of Arbitration Petition No. 24 of 2017 filed in the High Court of Judicature at Bombay and accordingly it was discussed and resolved as follows:

"RESOLVED that Mr Pravin Tiwari, be and is hereby authorized to sign/execute the terms of consent on behalf of the company."

Signature Attested

Pravin Tiwari Director DIN:03618379

Certified True Copy

137

For CloudGanga Technologies Private Limited For Cloudganga Tochpologies, Private Limited

DIRECTOR

Náme: Pravin Tiwari

Director DIN:03618379 For Cloudganga Technologies Private Line

Name: Reena Tiwari

DIRECTOR

Director

DIN: 07188691

www.cloudganga.com