TRIPARTITE AGREEMENT BETWEEN STOCK BROKER, BUSINESS ASSOCIATE AND ONWARD FRANCHISEE

This Agreement entered into this _________day of ________20___ at _____________

AMONG

MOTILAL OSWAL FIANCIAL SERVICES LTD , a body corporate incorporated under the Companies
Act, 1956 having its registered office at Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite
Parel ST Depot, Prabhadevi, Mumbai-400 025, (hereinafter referred to as “MOfsl”) and MOTILAL
OSWAL COMMODITIES BROKER PRIVATE LIMITED, a body corporate incorporated under the
Companies Act, 1956 having its registered office at Motilal Oswal Tower, Rahimtullah Sayani Road,
Opposite Parel ST Depot, Prabhadevi, Mumbai-400 025 (hereinafter referred to as “MOFSL ”),
which expressions shall unless repugnant to the context thereto, be deemed to mean and include
their successors, and permitted assigns as the case may be OF THE FIRST PART

AND

KNOWLEDGE FIRST FINANCIAL SERVICES PRIVATE LIMITED , an

individual/sole proprietorship concern/partnership firm/ limited liability partnership (LLP)/body
corporate carrying on business in the name and style of KNOWLEDGE FIRST FINANCIAL
SERVICES PRIVATE LIMITED (trade name), having his/its office/ registered
office.B418,VARDHAMAN MARKET,PLOT NO.75,SECTOR-17,VASHI,NAVI
MUMBAI,THANE,MAHARASHTRA,PIN 400703 (hereinafter referred to as “the Business
Associate”), which expression shall unless repugnant to the context thereto, be deemed to mean
and include his/her heirs, executors, administrators and legal representatives/the partners for the
time being of the said entity, the survivor or survivors of them and their respective heirs, executors,
administrators and legal representatives/its successors, as the case may be OF THE SECOND PART.

AND
KANAHAIYA NARAYAN SINHA an individual/sole proprietorship concern/partnership firm/
limited liability partnership (LLP)/body corporate carrying on business in the name and
style MAHAVIR ENTERPRISES of SHOP NO.04,SAI LEELA CHS,PLOT NO.96SECTOR-
50(NEW),SEAWOODS ,NERUL (W),THANE,MAHARASHTRA,PIN 400706 (hereinafter
referred to as “Onward Franchisee”), which expression shall unless repugnant to the
context thereto, be deemed to mean and include his/her heirs, executors, administrators
and legal representatives/the partners for the time being of the said entity, the survivor or
survivors of them and their respective heirs, executors, administrators and legal
representatives/its successors, as the case may be OF THE Third Part;

“MOFSL ” and “MOCBPL” are hereinafter collectively referred to as “Motilal Oswal”.

“Motilal Oswal”, “the Business Associate” and “the Onward Franchisee” shall hereinafter be
singly referred to as “Party” and jointly as “Parties”.

Signature of Business Associate

Signature of Onward Franchisee

WHEREAS

1. The Business Associate pursuant to its desire to affiliate with Motilal Oswal in order to
procure clients for Motilal Oswal and / or provide services to the clients on behalf of Motilal
Oswal as per the instructions of Motilal Oswal has entered in to a Business Associate
Agreement with Motilal Oswal. Likewise the Onward Franchisee pursuant to its
introduction/reference/nomination by the Business Associate in order to procure clients for
Motilal Oswal and / or provide services to the clients on behalf of Motilal Oswal as per the
instructions of Motilal Oswal has also entered into a Business Associate Agreement with
Motilal Oswal.

(The Business Associate Agreement entered into between Motilal Oswal with Business
Associate and Onward Franchisee is hereinafter referred to as BA Agreement).

2. Motilal Oswal, the Business Associate and the Onward Franchisee are desirous of reducing in
writing the terms and conditions mutually agreed upon, inter-alia, to define the duties and
responsibilities of the Business Associate, the Onward Franchisee and in pursuance of the same,
Motilal Oswal, the Business Associate and the Onward Franchisee have agreed to enter into an
Agreement being these presents:

Now it is hereby agreed by and between the parties as under:

1. This agreement shall come into force from the date mentioned hereinabove and shall continue
to be in force until terminated by Motilal Oswal. However, this Agreement will get terminated
on termination of the BA Agreement.

2. The Business Associates undertakes to indemnify and shall always keep indemnified Motilal
Oswal harmless from and against all claims, demands, actions, proceedings, losses, damages,
liabilities, penalties, charges, costs and / or expenses including but not limited to arbitration and
legal costs that are occasioned or that may be occasioned to Motilal Oswal directly or indirectly,
owing to execution of trades in client’s account of Business Associate and/or Onward Franchisee
without receiving valid instructions from the client and / or any unfair trade practice, owing to
any violation of any of the Regulatory requirements by the Business Associate or Onward
Franchisee, .

3. The Business Associate agrees and understands that Motilal Oswal may retain funds and
securities, commodities/collaterals payout in full or in part towards dues receivable from the
client of Business Associate and /or Onward Franchisee.

4. Business Associate shall be responsible and liable for any loss/ auction charges/ penalty for delay/
non-delivery of commodities/securities by the clients introduced by the Business Associate
and/or Onward Franchisee and / or serviced by Motilal Oswal. Any statement / report issued by
the relevant Regulatory authorities or Motilal Oswal shall be conclusive proof of such loss
mentioned herein above.

Signature of Business Associate

Signature of Onward Franchisee

 5. In case any amount is required to be paid by the client introduced and / or serviced by the
Business Associate and /or by the Business Associate itself and /or the client of the Onward
Franchisee or the Onward Franchisee itself and if the same is not paid within the prescribed time,
Motilal Oswal shall have the right to square-off all or any of the outstanding trades of the
respective clients, the Business Associate or the Onward Franchisee at the prevailing market rates
and in case, for any reason, the client disputes such action taken, any losses arising out of such
disputed square off shall be borne by the Business Associate.

6. The Business Associate agrees that he/it shall be responsible for all bad debts incurred by Motilal
Oswal due to the negligence/non-payment of dues by the Clients/Investors introduced by the
Business Associate and /or the Onward Franchisee. The Business Associate hereby agrees to
indemnify Motilal Oswal against all claims, including legal costs, incurred to defend any claims
made by clients of the Business Associate and /or the Onward Franchisee against Motilal Oswal.

7. The Business Associate agrees that the Business Associate shall be responsible, liable for any non-
compliance or fraud or negligence by the Business Associate himself its partners / directors or
employees appointed by the Business Associate and/or the Onward Franchisee its partners /
directors or employees appointed by the Onward Franchisee and Motilal Oswal shall in no way be
made a party to any litigations arising out of any such non-compliances / fraud / negligence.

In witness whereof the parties have caused this Agreement to be signed on the date hereinbefore
mentioned.

Signed for and on Business Associate Onward Franchisee Motilal Oswal Motilal Oswal Commodity
behalf of Financial services ltd Broker Pvt. Ltd.
Signature

Authorized Signatory Authorized Signatory

Title

Witness 1

Witness 2