SOFTWARE SERVICES AGREEMENT

This Software Services Agreement (“Agreement”) is entered on this 31 st day of March 2021
(“Effective Date”) between Finbonacci Softsys Private Limited. a company established under the
laws of India and having its office at Unit 804, 8 th Floor, Brigade IRV Center, Nallurhalli, Whitefield
Bangalore - 560066 (“Customer”) and Sanjeev Mittal & Sons HUF an individual service provider
(“Service Provider”).

Service Provider and Customer may be referred to herein each as a “Party” and together as the
“Parties”.

WHEREAS, Customer desires to obtain Services from Service Provider and Service Provider agrees
to perform the Services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1. “Affiliate” means, as regards any Party, any company or other legal entity which controls, is
controlled by, or is under common control with such Party, but any such company or other legal
entity shall be deemed to be an Affiliate only as long as such control exists, and for the purposes
of this definition, “control” shall mean direct or indirect ownership of more than fifty percent
(50%) of the voting securities or control over the majority of the composition of the board of
directors or power to direct the management or policies of such Party or controlled or commonly
controlled entity;

1.2. “Background Technology” means various pre-existing programs, data and materials, including
development tools, algorithms, software engines, software code, any modifications thereto and
all intellectual property rights therein, used by the Service Provider in performing the Services,
and portions of which may be incorporated into the Deliverables, as applicable in SOW;

1.3. “Confidential Information” shall have the meaning assigned to it in Clause 10.1;

1.4. “Customer Supplied Prerequisites” mean those items including, information, methodologies,
techniques, ideas, designs, know-how, hardware, software that Customer is responsible for
delivering to Service Provider for the limited purposes of providing the Services, as set forth in
the SOW;

1.5. “Deliverables” shall mean items to be delivered by Service Provider to the Customer as a result
of the Services. Deliverables includes Derivative Works;

1.6. “Derivative Works” shall mean any discoveries, inventions, technical information, procedures,
software, firmware, technology, know-how or other intellectual property rights newly created,
conceived, developed or reduced to practice by Service Provider in performance of the Services
including by use of or exposure to Customer’s Confidential Information;

1.7. “Exhibit” shall mean an attachment to this Agreement;

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1.8. “Services” shall mean the services that Service Provider will provide to the Customer and as
described in detail in an SOW;

1.9. “Specifications” means the functions, performance, features and design of any Deliverable, as
detailed and agreed by the Parties in an SOW;

1.10. “Statement of Work” or “SOW” means an Exhibit attached to this Agreement that the Parties
may simultaneously or separately execute from time to time, providing for description of the
Services, Specifications, delivery dates, fees payable and any other terms in relation to
Deliverables.

2. SERVICES / CUSTOMER SUPPLIED PREREQUISITES

2.1. Service Provider shall perform the Services and deliver the Deliverables in accordance with the
terms and conditions of this Agreement and applicable SOW.

2.2. Customer will provide the Service Provider with information or assistance reasonably necessary to
facilitate the proper and timely discharge by the Service Provider of its obligations under this
Agreement, and such information and assistance shall also be deemed a Customer Supplied
Prerequisite.

2.3. Customer grants or shall obtain for Service Provider a pre-paid, non-exclusive, non-transferable
and non-sub-licensable license to use the Customer Supplied Prerequisites in connection with the
Services and in accordance with this Agreement.

2.4. Customer warrants that it owns all right, title, and interest in and to all Customer Supplied
Prerequisites, or if the Customer Supplied Prerequisites contains third party owned materials, that
Customer has obtained full and sufficient right and authority, on behalf of itself and Service
Provider, to use the third party materials in the manner contemplated by this Agreement.

3. TRANSFER OF OWNERSHIP OF DELIVERABLES

3.1. Service Provider hereby irrevocably assigns to the Customer all right, title and interest in and to
all Derivative Works including, without limitation, all applicable intellectual property rights
thereto. Subject to applicable licenses granted to the Customer in accordance with Clause 4.2,
Service Provider and its licensors shall retain ownership to all Background Technology.

3.2. Subject to Customer’s compliance with this Agreement, Service Provider grants Customer and
its Affiliates a nonexclusive, perpetual, irrevocable, worldwide licence, with the right to
sublicense, to make, have made, use, modify, copy, and distribute the Background Technology,
if any, solely as incorporated into the Deliverables. It is clarified that the Service Provider retains
all right, title and interest to the Background Technology.

4. WARRANTY

4.1. Service Provider warrants that Service Provider has sufficient right, title and interest to grant and
convey the rights accorded to the Customer hereunder; and the Deliverables do not violate any
third-party rights in any copyright, patent, trade secret or any other intellectual property rights.

4.2. Service Provider has full and exclusive right and power to enter into and perform according to
the terms of this Agreement.

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4.3. In the event of breach of any of the foregoing warranties, Customer’s sole and exclusive remedy
and Service Provider’s sole liability shall be Service Provider’s indemnification obligation set
forth in Clause 6 below.

5. PAYMENT TERMS

As complete and final payment for the Services, Customer will pay Service Provider the fees for
the Services as set forth in the SOW, in accordance with the payment terms in this Clause 5.
Customer shall pay any monies due under any invoice within fifteen (15) days from the date of
invoice. The fees payable shall be exclusive of all applicable sales, service, value-added and
other taxes that are applicable to Customer’s payments to Service Provider under this
Agreement, all of which taxes shall be Service Provider’s sole obligation.

6. INDEMNITY

Service Provider agrees to indemnify, defend, and hold harmless Customer, its officers,
directors, members, employees, representatives, agents against all damages, losses, costs and
expenses (including reasonable attorney’s fees) arising from or relating to breach of any
provision of this Agreement by Service Provider.

7. LIMITATION OF LIABILITY

7.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR
SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING
UNDER THIS AGREEMENT.

7.2. EITHER PARTY’S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNTS THAT ARE PAID UNDER THE SOW IN THE
IMMEDIATELY PRECEDING 12 MONTH PERIOD (OR SHORTER PERIOD IF THE SOW
HAD BEEN IN EXISTENCE FOR A PERIOD LESS THAN 12 MONTHS ON THE DATE OF
THE CLAIM).

8. TERM AND TERMINATION

8.1. This Agreement shall come into force on the Effective Date and shall continue to be in force for
a period of 3 months until 30th June 2022.

8.2. Either Party may terminate this Agreement if other Party materially breaches this Agreement and
such breach is not cured in a period of thirty (30) days. Service Provider may terminate the SOW
for any reason upon thirty (30) days written notice to the Customer.

8.3. If this Agreement is terminated prior to completion of a SOW charged on a time and materials
basis, Customer shall compensate Service Provider for all Services performed and all expenses
incurred prior to termination, as well as any unavoidable costs (such as those incurred in the
orderly shutdown of pending SOWs or costs arising from Service Provider’s inability to reassign
personnel). If this Agreement is terminated prior to completion of a SOW charged on a fixed
price basis, Customer shall make all milestone payments due on or before the date Service
Provider receives Customer’s notice of termination, as well as the next milestone payment due.
Within sixty (60) days of the date of termination for any reason, Service Provider shall invoice
Customer for all outstanding fees, expenses and costs. If a SOW is terminated prior to

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 completion for any reason, Service Provider will deliver to Customer, within sixty (60) days of
termination, any completed Deliverables and all other work product in progress and the
Customer shall pay all fees and expenses in connection with such SOW calculated in accordance
with this Clause 8.3.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the Laws of India and the Parties to this Agreement submit
to the exclusive jurisdiction of the courts of Bangalore for any disputes arising out of this
Agreement.

10. CONFIDENTIAL INFORMATION

10.1. “Confidential Information” means all information disclosed by one Party to the other, whether
before or after the execution of the Agreement, that the recipient should reasonably understand to
be confidential including proprietary technology, client or customer data, business information,
marketing and sales programs, content, financial information, planning processes, but excluding
any information which is independently developed by a non-disclosing party as shown by such
party’s written business records, is or becomes generally available to the non-disclosing party or the
public other than through violation of the Agreement.

10.2. Either Party shall not use or disclose Confidential Information of the other Party, except as
expressly authorized by this Agreement or for performance of any services hereunder and shall
protect all such Confidential Information using the same degree of care that such Party uses with
respect to its own proprietary information.

10.3. Confidential Information of either Party may be disclosed pursuant to the final binding order of a
governmental agency or court of competent jurisdiction after providing the disclosing party with an
opportunity to prevent or minimize to the extent possible, such disclosure.

11. NOTICES

All notices under this Agreement shall be: (a) in writing; and (b) delivered by personal delivery
or certified or registered mail, return receipt requested, or courier and deemed given upon
personal delivery or upon receipt by the other Party. Notices shall be sent to the Parties at the
addresses set forth in the introductory paragraph, or such other address as either Party may
designate for itself in writing to the other Party.

12. WAIVER

12.1. No waiver shall be effective unless made in writing and signed by an authorized representative of
the waiving party.

12.2. Waiver by either Party of any breach of any provision of this Agreement shall not be considered as
or constitute a continuing waiver or a waiver of any other breach of the same or any other provision
of this Agreement.

13. RELATIONSHIP OF PARTIES

This Agreement shall not create any agency, employment relationship, partnership or other form
of joint enterprise between the Parties.

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14. MISCELLANEOUS

This Agreement and Exhibits constitute the entire agreement between Customer and Service
Provider and supersedes all prior oral or written agreements between the parties with respect to
the subject matter hereof. This Agreement may only be amended by a writing signed by the
Parties that refers explicitly to this Agreement. If a provision of this Agreement is unenforceable
or invalid, the provision shall be revised so as to best accomplish the objectives of the parties.
This Agreement is in the English language only, which language shall be controlling in all
respects, and all versions of this Agreement in any other language shall be for accommodation
only and shall not be binding on the parties to this Agreement.

For Finbonacci Softsys Private Limited.

_________________________
Name: Prashant Paliwal

For Sanjeev Mittal & Sons HUF

_________________________
Name: Ashvi Mittal

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 EXHIBIT A
STATEMENT OF WORK AND SERVICES

1. FinBit Data Science Project

The goal is to accomplish following tasks:

 Design and deliver a transaction score model closely working with Customer’s team
 Help with developing a machine learning based categorization model with Customer’s team

2. Services and Personnel Details

 2 hours per day, 5 days a week for a period of 3 months

3. Fees

 One time payment of INR 330,000 (Inclusive of tax) payable in 1 st week of April 2022 on
submission of invoice