VUENOW MARKETING SERVICES PVT.LTD.

CIN: U74999UP2016PTC084440
info@mycloudparticles.com

Asset Sale Agreement

This Asset Sale Agreement (hereinafter referred to as ASA) is made and executed at Noida, Uttar Pradesh, on
11 June, 2022, by and between:

M/s. Vuenow Marketing Services Private Limited through Mr. V C Roy (who is duly authorised vide Board
Resolution dated 01st April 2019, passed by the Board of Directors of M/s. Vuenow Marketing Services Private
Limited), having its Office at: 816 Ithum Tower A, Plot No. A40, Sector 62, Noida, Uttar Pradesh 201301, India
(hereinafter referred to for the purposes of this ASA as ‘VMSPL’ or ‘MyCloudParticle’), (which expression
shall unless repugnant to the context or meaning thereof include its Authorized Representatives, Agents,
Successors and Assigns of the Part).

And

Sameer Mohindra, having PAN number BAMPM7003G, and address Nahan, Himachal Pradesh, 173001
(India), (who is a Natural Person or is duly authorised to represent a Legal Entity in the form of a Sole
Proprietorship / One person company / Hindu Undivided Family (HUF) / Partnership / Limited Liability
Partnership (LLP) / Private Limited company / Public Limited company / Section 8 company / Trust / Society
etc) hereinafter referred to for the purposes of this CPA only as ‘Second Party’, which expression shall unless
repugnant to the context or meaning thereof include its Authorised Representatives, Agents, Successors and
Assigns of the Part.

You represent to VMSPL that You are lawfully able to enter into binding contracts on your own behalf, or that
the entity that you represent has authorised you to enter into a binding contract on their behalf. This being a
computer generated document, it does not contain written signatures of either the authorised representative of
VMSPL or You. Both VMSPL and You declare that the lack of written signatures does not mean the contract is
not valid, and agree to strictly abide by the terms of this contract. VMSPL’s understanding of the validity of e-
contracts is stated in the document “E-Contracts : Legal Status” available on the website
www.mycloudparticle.com. If You so desire, You may, at your cost, get a copy of this contract printed and duly
signed by the authorised representative of VMSPL.

Whereas

A. VMSPL is engaged in the business of designing, building, owning, operating and managing Data Centres.
VMSPL is ISO 9001:2015 (Quality Management System) and ISO 27001:2013 (Information Security
Management System) certified for providing cloud storage services and network marketing services. VMSPL
affiliates offer co-location, managed services, high density computing, and disaster recovery services
globally.

B. VMSPL, under its MyCloudParticle brand, offers a unique, low cost, low exposure option, called the
Asset Partner Program, to individuals looking to benefit from the fast growing Data Centre market.

C. Individuals who are desirous of availing an annuity style Sale and Leaseback opportunity can buy Data

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 Centre Assets (‘Particle’) (hardware storage space equivalent to 1 TB, without the enabling support
infrastructure), and lease these Particles to our marketing affiliates for a minimum guaranteed monthly rent,
for the Serviceable Life of the said Particle.

D. Our marketing affiliates, including PrimeCloudNet, will pool multiple leased Particles, and create saleable
packages which they will then market to their customers.

This agreement contains the terms and conditions that govern the sale of Particle(s) to You as defined below.

1. You will be charged a price for the Particles, payable in advance. All applicable taxes will be charged
extra. The taxes charged by VMSPL will be stated in the invoice pursuant to applicable laws.

2. As per statutory requirement under GST, you will provide all necessary information such as the correct
GST registered address, legal name and GSTIN ("GST Information") in order for VMSPL to issue correct
GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will
inform us in a timely manner, to enable VMSPL to correct the GST tax invoice.

3. Any withholding taxes that may be applicable to the fees and charges payable to us are for our account.
You will pay the fees and charges in our invoice in full (gross) without applying any withholding taxes. If
you separately deposit applicable withholding taxes on such fees and charges to the applicable government
treasury and issue us a withholding tax certificate evidencing such deposit, following receipt of the
withholding tax certificate in original form, we will reimburse to you an amount equal to the taxes that are
evidenced as deposited.

4. Details of Sale of Particles:

FSN: 00282514

Number of Particles bought: 1

Invoice Number: VMS/22-23/2462

Total Amount Paid: 34405.850097656

Payment Mode: Cash receipt/voucher

Payment Reference Number: 77

Particles Package Serial No. : MCP00923/92

5. Effective Date

This ASA comes into effect when you receive this ASA in an email from an official VMSPL email account.

6. Term and Lock-in Period

This ASA will remain in effect for a duration of Ten (10) years. This ASA shall not be terminated before
term by either party prior to completion of term.

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7. Location, Possession and Control of the Particle(s)

The server in which the Particle(s) are located shall be housed at a Data Centre facility operated or leased by
VMSPL, and shall remain in the physical possession, custody and control of VMSPL for the duration of its
Serviceable Life.

8. Serviceable Life of the Particle(s)

The Serviceable Life of the Particle is estimated to be 120 (One Hundred and Twenty) months.

9. Maintenance, Upkeep and Insurance during Serviceable Life

VMSPL shall be responsible for the maintenance, upkeep and insurance of the Particles during the
Serviceable Life of the Particle(s)

10. Disposal at End of Serviceable Life

At the end of 120 months, VMSPL will dispose of the Electronic Waste as per applicable best practices and
government regulations. If you own 120 (One hundred and Twenty) particles or multiples thereof, you may
opt to take possession of the servers at the end of its Serviceable Life, to dispose off it as you choose, in
accordance with applicable laws

11. Use of Particles bought

You agree to immediately lease the particles You buy to a specified marketing associate of VMSPL for a
duration of Ten (10) years, under the terms of the AMP Agreement, which is a separate agreement between
You and our marketing associate. You also agree that after You accept the AMP agreement, You will not be
able to access the particle(s) You bought, nor be able to access, or request information about, the data that
may be stored in those particles.

12. Service Level Agreement

The separate Service Level Agreement applies to this ASA.

13. Assignment

You will not assign or otherwise transfer this ASA or any of your rights and obligations under this ASA,
without our prior written consent. Any assignment or transfer in violation of this clause will be void. Subject
to the foregoing, this ASA will be binding upon, and inure to the benefit of the parties and their respective
permitted successors and assigns.

14. Force Majeure

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VMSPL and our affiliates will not be liable for any delay or failure to perform any obligation under this ASA
where the delay or failure results from any cause beyond our reasonable control, including acts of God,
labour disputes or other industrial disturbances, electrical or power outages, utilities or other
telecommunications failures, earthquake, storms, floods or other elements of nature, blockages, embargoes,
riots, acts or orders of government authorities, acts of terrorism, or war.

15. Governing Law

The laws of the Republic of India, without reference to Conflict of Laws principles and rules, govern this
ASA and any dispute of any sort that might arise between You and VMSPL. The courts at New Delhi shall
have exclusive jurisdiction over any proceedings arising out of this agreement.

16. Disputes and their resolution

Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services

sold or distributed by VMSPL or our affiliates will be resolved by binding arbitration by a sole arbitrator
appointed by VMSPL, rather than in court. The decision and award determined by such arbitration will be
final and binding upon the parties.

Court review of an arbitration award is limited. The arbitration will be conducted in accordance with the
provisions of the (Indian) Arbitration and Conciliation Act, 1996, as may be in force from time to time. The
arbitration proceedings will be conducted in English, and the seat of the arbitration will be New Delhi. The
United Nations Convention for the International Sale of Goods does not apply to this Agreement. VMSPL
and You agree that any dispute resolution proceedings will be conducted only on an individual basis and not
in a class, consolidated or representative action. VMSPL and You both agree that You or VMSPL may bring
suit in court to enjoin infringement or other misuse of intellectual property rights.

17. Independent Contractors

VMSPL and You are independent contractors, and this ASA shall not be construed to create a partnership,
joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an
agent of the other for any purpose or has the authority to bind the other.

18. Non-Exclusive Rights

Both parties, VMSPL and You, reserve the right to:

a. develop or have developed for it products, services, concepts, systems, or techniques that are similar to
or compete with the products, services, concepts, systems, or techniques developed or contemplated by
the other party, and

b. assist third party developers or systems integrators who may offer products or services which compete
with the other party’s products or services.

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19. Language

All communications and notices made or given pursuant to this ASA must be in the English language. If we
provide a translation of the English language version of this ASA, the English language version of the ASA
will control if there is any conflict.

20. Confidentiality and Publicity

You may use VMSPL Confidential Information, which includes all agreements between You and VMSPL
and it’s affiliates or associates, only in connection with your use of the Service Offerings as permitted under
this ASA. You will not make public any VMSPL Confidential Information. You will not issue any press
release or make any other public communication with respect to this ASA or your use of the Service
Offerings.

21. Notice

To You

(i) posting a notice on the website; or

(ii) sending a message to the email address then associated with your account.

Notices provided by VMSPL by posting on the Site will be effective upon posting and notices provided
by email will be effective when we send the email. It is your responsibility to keep your email address
current. You will be deemed to have received any email sent to the email address then associated with
your account when we send the email, whether or not you actually receive the email.

(b). To VMSPL

To give us notice under this ASA, send it by personal delivery, overnight courier or registered or certified
mail to:

VueNow Marketing Services Private Limited,

816 Ithum Tower A, Plot No. A40, Sector 62,

Noida, Uttar Pradesh 201301.

We may update the facsimile number or address for notices to us by posting a notice on the website.
Notices provided by personal delivery will be effective immediately. Notices provided by facsimile
transmission or overnight courier will be effective one business day after they are sent. Notices provided
registered or certified mail will be effective 3 business days after they are sent.

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 22. No Third-Party Beneficiaries or Affiliates

Except as provided for in the ‘Assignment’ clause above, this ASA does not create any third-party
beneficiary rights in any individual or entity that is not a party to this ASA. You acknowledge and agree that
our rights and obligations under this ASA may be exercised or performed by one or more of our affiliates.

23. No Waivers

The failure by VMSPL to enforce any provision of this ASA will not constitute a present or future waiver of
such provision nor limit the right of VMSPL to enforce such provision at a later time. All waivers by
VMSPL must be in writing to be effective.

24. Severability

If any portion of this ASA is held to be invalid or unenforceable, the remaining portions of this ASA will
remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and
intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be
severed from this ASA but the rest of the ASA will remain in full force and effect.

25. Entire Agreement

This ASA is the entire agreement between You and VMSPL regarding the subject matter of this agreement.
This ASA supersedes all prior or contemporaneous representations, understandings, agreements, or
communications between you and us, whether written or verbal, regarding the subject matter of this
agreement. VMSPL will not be bound by, and specifically object to, any term, condition or other provision
that is different from or in addition to the provisions of this ASA (whether or not it would materially alter
this ASA) including for example, any term, condition or other provision

(a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document,

(b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for
Information, or other questionnaire, or

(c) related to any invoicing process that you submit or require us to complete.

If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in
this document will control, except that the Service Terms will control over this document.

IN WITNESS WHEREOF the parties hereto have put their hands on the day and year first mentioned
hereinabove.

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FIRST PARTY

M/s. Vuenow Marketing Services Private Limited

V C Roy (Authorised Signatory),

Office: 816 Ithum Tower A, Plot No. A40,

Sector 62, Noida, Uttar Pradesh 201301

SECOND PARTY

Sameer Mohindra

Nahan, Himachal Pradesh, 173001 (India)

9464139559

sambhav1239@gmail.com

INTRODUCER WITNESS

Sameer Mohindra

00282514

This Document is not verified by you.

VUENOW MARKETING SERVICES PVT.LTD.

816, 8th Floor, iThum Tower A Sector 62, NOIDA Uttar Pradesh, India 201301

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