LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and executed on this 03" Decenk2018 (“Effective Dote") between the following parties:MAHARASHTRA © 2018 © UE 703395 writer, a wae. CO00003 27 NOV 201 Ban siftreorg \ i al Reward Business Solutions Private Limited, c company incorporated under Componies Act 1986 having CIN U74999MH2004PTC190748 hereinafter referred to os “Borower" which expression shall, unless it be repugnant to the context or meaning thereof shall mean to include its legal representative/succestor/|s), assign/[s) of the FIRST PART AND‘WENT MAHARASHTRA © 2018 © UE 703396 nam qui oeiaa, Rahs cooooes ‘Bari aiftrerd so Manglam Vanijya Private Limited, company incorporated under ‘Companies Act 1956 having CIN U65999MH2009P1C227966 hereinafter referred io as the “Lender” which expression unless repugnant to tne context or the mearing thereof, shall mean to include its legal representative/successor/(s}, assign/|s) of the Second PARTSRE MANARASETRA © 2018 © UE 703398 WEfe.COOO00S WHEREAS the Borrower has requested the Lender to sanction a loan of INR 450,000,000/- {Indian Rupees Forty Five Crores Only) having a tenure ‘of 6 months from Effective Date.UE 703399 wAAZ.CO0000S 27 NOV 2018 Ban sifted AND WHEREAS the Lender, relaying on the information furnished by the borrower in the Application form, financial details, self-certified copies ‘of documents (supplied by the Borower), representations, undericking, ‘commitments and indemnity provided by the Borrower, whether part of thls Agreement or otherwise, has agreed to grant to the Borrower the said loon upon the following terms and conditions which shall be binding upon the parties to this Agreement.AND NOW THIS AGREEMENT WITHSSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: The Lender agree to grant to the Borrower a loan upon the term and conditions Contained in this agreement. 1, Amount; The lender agrees to grant a loan of INR 450,000,000/- (Indian Rupees Forty Five Crores Only) (hereinafter referred to as the “Loan") having a tenure of 6 months from Effective Date |""Maturity Date") 2, Interest & Fee The Borrower shall pay to the Lenders interest on the principal amounts of the Loan outstanding from time io time at the rate of 2% per month compounded monthly, and payable on the Maturity Date or upon any earlier demand made by the Lender from time to time. Provided further that the interest shall be calculated on daily basis using 365 days a Year factor (366 days a year in case of a leap year) and the number of days elopsed The Lender reserves its rights to alter, amend, increase and/or vary from time fo time the rate of interest with the written consent of the Borrower and shail promptly nofify the Borrower of the determination of a rate of interest under this Agreement and the same shall be accepted by the Borrower. The determination of interest by Lender from time to time shall be final and conclusive and shall be binding upon the Borrower, In the event of default in payment of any amounts due under this agreement or breach of ony of the terms and conditions of this agreement or the terms of sonction the borrower shall pay adcitional interest at 1% per month or at such other rate that the Lender may fix from time to time in writing. Default Interest shall be compounded monthly and shall become payable on demand. 3. Purpose It is hereby recorded, confirmed and declared that the Borrower shall utilize the aforesaid loan money for its refinance of its existing loan, The Borrower agrees not to utilize the loan money for speculative or anti-social business or for any other purpose without written consent of the lender. 4. Creation and perfection of below mentioned securities a. The Loan shall be secured as a first ranking exclusive basis. Borrower shall create and perfect an exclusive Fist chorge on below detaled property through Registered English mortgage.i. Unit No. 801 having carpet area 933.74 sq. mtrs. on the 8" floor in Tower B of the Building “Peninsula Business Park", Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013 [hereinafter referred to as the “sold First Unit”) clong with the exclusive right fo use and occupy 15 (fifteen) car parking spaces bearing Nos. (9 (nine) Bay and 6 (six) Mechanical Parkings) Bay Car Parks: 92, 93, 94, 95, 104, 105, 104, 107, 108 (all in P2) and Mechanical Car Parks: 176 A/B, 177 4/8 ond 178 A/B (all in P2) in tne said Building (hereinafter referred to as “the first unit car parking spaces”), ond i. Unit No, 802 having carpet orea 953.35 sq. mtrs. on the 8 floor in Tower B of the Building “Peninsula Business Park", Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013 (hereinafter referred to as the “sald Second Unit") along with the exclusive right to use and occupy 15 (fifteen) cor parking spaces bearing Nos. (9 (nine) Bay and 6 (six) Mechanical Porkings) Bay Car Parks: 109, 110, 111, 112, 101, 102. 103. {all in P2), 100,101 (all in P3); and Mechanical Car Parks: 179 A/B, 180 A/B, 181 A/B [all in P2) in the said Building (hereinafter referred to as “the second unit car parking spaces”), and b. the Borower executing a promissory note and a letter of continuity in favour of the Lender ¢. the Borrower complying with such other conditions as may be stipulated by the Lender. . Personal Guarantee of Mr. Naresh Jain All the documents required by the Lender to create and perfect the above securities are collective referred as "Security Documents" tis agreed between the parties that borrower shall perfect the security created pursuant to the Security Documents in form and substance satisfactory to the Lender within 30 days of drawdown of the loan, Tenor: The Loan will be available for a period of ¢ months from the date of disbursement (hereinafter referred to os “Term"’) and the Borrower shall repay the same on or before the expiry of the term and on or prior to the Maturity Date. Provided thai, the Borrower shell not and shall not be entitled to prepay the outstanding Loan in port or whole pricr to 90 days from the Effective Date, except with the prior written approval of the Lender. Lender may at its absolute discretion and subject to the Borrower being reguior in payment of interest, agree io renew the Loan on the terms and conditions stipulatea by the Lender at the time of renewal. The term of the Loan is extendable at the sole discretion of Lender subject to receiving of the request in writing from the Borrower at least 7 days before the expiration of the Term of this agreement. The Lender shall be under no obligation to provide the Borrower with any notice, reminder or other intimation to the Borrower regarding its obligation to pay the amount(s) payable under this Facility, and it shal be entirely the Borrower's responsibility fo ensure prompt and regular payment of the amount(s) payable by Ihe Borrower to the Lender as and when due and in the manner provided herein6 Subordination It is agreed between the porties that all its continuing and future financial Indebtedness of the Borrower with any other lenders of the Borrowers after Uflisation of the proceeds of the Loan advanced pursuant to this agreement shall be fully subordinated, in rank and right of payment, to all amounts owed by the Borrower to the Lender Under this agreement and the Security Documents. The Borrower has provided a written confiimation of such subordination from each such other lenders; 7. Representation: ‘The Borrower represents and warrants that: (0) the Borrower has power fo carry on its business as it ls now being carried on ‘and to own its property and assets: {b) All corporate action on the part of the Borrower, its Directors or. Shareholders, necessary for the authorization, execution and delivery of this Agreement (and performance hereunder) has been duly taken: (c)_ The Officers of the Borrower executing this Agreement are duly and properly in office and fully authorized to execute the same; (2) This Agreement when executed and delivered will constitute valid and bind- 1g Obligations of the Borrower, (2) The Borrower has not taken any corporate action ner have any steps been taken or legal proceedings been initiated or threatened against the Bor rower for its insolvency, winding up, dissolution, administration, reorganization oF for appointment of receiver, administrator of the Borrower or all or cny of its assets or undertakings; (f) The -director of the Borrower executing tnis Agreement is authorized to execute and borrow on behalf of the Borrower; (9) As of the date of this Agreement there is no litigation, proceedings or dispute Pending or threaiened against the Borrower, the adverse determination of which might substantially affect the Borrower's ability to repay the loan or have a materially adverse effect on the financial condition of the Borrower, (h} The Borrower nas obtained all approvals, consents or sanctions, if any required to be obtained by the Borrower. of the Government or any Gov- ernment body or authority for availing of the loan: (i) The execution and delivery of this Agreement and the performance of Its obligations hereunder does not (i) contravene any applicable law, statute o- ‘egulation or any judgment or decree to which the Borrower is subject {il conflict or result in any breach of ‘any of the terms of or constitute default of ny covenants, conditions and stipulations under any existing agreement to which the Borrower is a party, or (ii) conflict or contravene any provision of the Memorandum and Articles of Association of the Borrower; (i) The audited cnnual accounts of the Borrower have been prepared in ac- cordance with generally accepied accounting principles consistently ap. plied and given in conjunction with the notes thereto, a true and fair view of the financial conditions of the Borower and the operations of the Borrower during the financial year then ended.(k) The Borrower shall not create ony encumbrances of any nature whatsoever, on any of its assets without the prior written consent of the Lender. The Borrower declares, assures and warrants that nothing in this Agreement conflicts with any law, regulation or bye law of the Central or a State Government or any local or revenue/tax or statutory authority or any such other authority, which is binding on the Borrower. 8. Indemnity: Borrower hereby indemnifies and keeps the Lender indemnified against all costs. charges, expenses, penalties, claims, demands and damages including any deficiency in stamp duty that the Lender may incur or be put to by reason of entering into this Agreement with the Borrower or by acting in pursuance of the Said Agreement because of the Borrower or the Lender thereby violating or infringing any such law, regulation or bye law or because of the security required under this agreement not being creaied and perfecied or such security is adversely affected in ony manner. 9. Notices: Notices may also be served by the parties through facsimile transmissions / e- mail at the numbers /mail addresses indicated for each party in the signature block. In the case of service of notice by facsimile transmission / e-mail, the Notice snail be deemed to be received by the recipient if the sender does not receive a failure message 10. Miscellaneous: Words importing the masculine gender will inciude the feminine and neuter gender. Word incorporating the singular number will include the plural, This loan Agreement shall become binding on the Borrower and Lender on the Effective Date and shall be in full force and effect fill all the monies due and payadle by the Borrower under these presents are fully paid off to the Lender. The Lender shall be entitled to disclose or publish any information regarding the Borrower's relationship with lender end any other information and documents that they might possess from time to time to financial institutions, to the Reserve Bank of Incia and/or any other Statutory Authority of Official of the Government of India or any state. Credit reference agencies/bureaus or other individuass/entities either in response to their credit enquiries directed to the lender or in the event of the Borrower not complying with any of the terms and conditions herein or otherwise. Such agencies/institution/bureaus/Bank may use/process the information and that disclosed by lender in the monner as deemed fit by them and may furnish for Consideration the proceed information and data or producis thereof prepared by them. to Banks/Financial Institution and other credit guarantors or registered users as may be specified by the Reserve Bank of India on this behalf, Notwithstanging anything contrary contained elsewhere, the Lender shall have right of recovery of the full amount due from the Borrower til and uniil all the Claims of the Lender are fully settled to the satisfaction of the Lender.The porties raising disputes shall serve a notice fo the other party at the address mentioned herein or to its last known address detailing therein the grievances and/or differences and within fifteen days of receiving such notice, there wil be @ joint meeting between the parties at the venue to be decided by the Lender for amicable settlement of the cisputes and/or amelioration of the grievances of the concemed parties. In case the cisputes cannot be settled in the said meeting or within any mutually extended time then either parly could take recourse to court proceedings us mentioned herein below. The parties expressly submit to the jurisdiction of the courts at Mumbai shall hove the jurisdiction to entertain and determine any disputes, action or proceedings orising out of these presents. Parties hereto have signed this Agreement in acceptance of all terms and citions stated above on ox Dee mbex 2018 IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands the day ond year fist hereinabove written. Reward Business Solutions Pvt. Lta. Party of the fist part - Borrower: ° Reward Business Solutions Private NoamSo Jain Limited Director ignature: Name: Mrs. Namita Jain Email: namitanj123@gmai.com The Common Seal of the Company has been affixed hereto in accordance with the provisions of Articles of Association In the Presence of Name: Signature: MANGLAM VANIJYA PRIVATE LIMITED Party of the Second Part- Lend il Party 'e Second Part- Lender RECTOR Manglam Vanilya Private limited ignalure: Name: Mrs. Prifi Khandelwal Email: manglam.vanijya@gmai.com