MOBILE PHONE SUPPLY AND FINANCING AGREEMENT

This Agreement is made at Hyderabad on this ___ day of ________________ 2015. (Effective Date).

Between AP ENTERPRISES having its office at #33, Nagashanti Bulding, A P M C Yard, Ranebennur,
Haveri- 581115 (Karnataka) (Hereinafter referred to as “RDS”, for the sake of brevity, which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and
include its successors and permitted assigns) of the First Part;
And SKS MICROFINANCE LIMITED, a company incorporated under Companies Act 1956, having its
registered office at Unit No. 410,“Madhava”, Bandra-Kurla Complex ,Bandra (East), Mumbai – 400
051 and Head Office at 3rd Floor, My Home Tycoon, Block A, 6-3-1192, Kundanbagh, Begumpet,
Hyderabad – 500016, India (hereinafter referred to as “SKS”, for the sake of brevity, which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and
include its successors and permitted assigns) of the Second Part.

“SKS” and “RDS” are individually referred to as “Party” and collectively as “Parties”.

WHEREAS:

1. SKS is engaged in micro-finance business and provides micro-finance among other financial
services as intermediary for other companies or organizations to low-income individuals spread
across villages and urban slums in India for a range of activities.

2. NOKIA is engaged in sale and distribution of mobile phones in India and whereas SKS and NOKIA
have entered into Mutual Cooperation Agreement dated 20th January 2014 effective from 1st
February, 2014 to facilitate by introducing the products to individuals having low income and
residing in rural and semi urban areas and the same is valid and enforceable. Thereafter the Parties
have entered an Amendment Agreement on 1st February, 2015 to extend the term of the MOU for a
further period of one year.

3. NOKIA is a subsidiary of Microsoft and HCL Infosytems Limited (HCL) is, inter alia, engaged in the
marketing and distribution of “Microsoft” (Nokia) mobile phones in India (hereinafter 'Products").

4. SKS and HCL have entered into Mutual Co-operation Agreement on 13th April, 2015 for effective
implementation of the MCA between NOKIA and SKS by channelizing all the RDSs.

5. RDS being an authorized Distributor of HCL, is engaged in distribution and sale of Nokia/Microsoft
Products in India. It wishes to sell and distribute Nokia/Microsoft handsets in rural areas adjacent to
his business place and through facility of loan/ finance for the perspective purchasers of Product/s
residing in rural India and economically weaker section.

6. RDS and SKS have discussed and agreed to execute this agreement providing inter-alia areas
of mutual cooperation, rights and obligations inter-se, to carry out the activities mentioned
herein below for a term of 2 (two) years from the effective date.

NOW THEREFORE, the Parties have agreed to reduce the terms of the Agreement in writing
witnesseth as under:

1. Definitions The following terms shall have the following meanings:

1.1 “ACA” means the Arbitration and Conciliation Act, 1996, as may be hereafter amended.

1.2 “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlled
by, or under direct or indirect common Control with, such Person. For the purposes of this definition
of “Affiliate”, “Control”, “Controlled” or “Controlling” shall mean, with respect to any Person, any
circumstance in which such Person is controlled by another Person by virtue of

the latter Person controlling the composition of the Board of Directors or owning the largest or
controlling percentage of voting power or voting securities of such Person or otherwise.

1.3 “Agreement” means this agreement, including all its annexes, as may be supplemented,
amended, restated or replaced from time to time in accordance with the provisions hereof, by the
Parties.

1.4 “Customer(s)” means buyer/s of Product/s to whom, finance facility is to be extended by SKS for
purchase of Product/s basis application for loan forwarded by a RDS.

1.6 “Dispute” has the meaning assigned thereto in Clause 11.1.

1.7 “Effective Date” means the date on which this Agreement is executed by the Parties. . 1.8
“Invoiced Amount” is the amount charged for each mobile phone inclusive of all duties and taxes.

1.9 “Person” any natural person, firm, corporation, company, voluntary association, partnership,
joint venture, trust, limited organization, unlimited organization, or other entity.

1.10 “Best Buy Price” shall mean the ‘Price to the member’ declared by Nokia/Microsoft for each
of its Product from time to time and inclusive of all applicable taxes, supply /shipping charges,
and any charges or costs incurred by the RDS on supply of Product from Nokia.

1.11 “Term” has the meaning assigned thereto in Clause 3.

2. Interpretation

The following rules of interpretation shall be followed while interpreting this Agreement:

2.1 The descriptive headings of clauses are inserted solely for convenience of reference and are not
intended as complete or accurate descriptions of content thereof and shall not be used to interpret
the provisions of this Agreement.

2.2 The use of words in the singular or plural, or with a particular gender, shall not limit the scope or
exclude the application of any provision of this Agreement to any Person or Persons or
circumstances except as the context otherwise permits.

2.3 The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this
Agreement mean and refer to this Agreement and not to any particular Clause of this Agreement.
The term Clause means and refers to the Clause of this Agreement so specified.

2.4 The Annexes to this Agreement form an integral part hereof and will be in full force and effect as
though they were expressly set out in the body of this Agreement.
2.5 Reference to any legislation or law or to any provision thereof shall include references to any
such law as it may, after the date hereof, from time to time, be amended, supplemented or
reenacted, and any reference to a statutory provision shall include any subordinate legislation made
from time to time under that provision.

2.6 References to the word “include” or “including” shall be construed without limitation.

3. Duration of Agreement

3.1 This Agreement shall remain valid for a period of two years from the Effective Date (the
Term”), unless terminated earlier in accordance with the provisions of Clause 3.2 below.

3.2 This Agreement may be terminated at any time prior to the expiration of the Term (i) on
termination of the Mutual Cooperation Amendment Agreement between Nokia India Sales Pvt
Limited & SKS Microfinance Limited dated 1st February, 2015 (ii) by mutual consent of the Parties
hereto or (iii) with thirty days prior written notice by either Party.

3.3 SKS may agree to extend the term at any time prior to the expiry thereof, on such terms and
conditions mutually agreed by way of side letter.

3.4 Notwithstanding the foregoing, the Parties will continue to be bound by any obligation herein
that by its terms survives termination.

4. Scope of Work

4.1 SKS shall process loan applications and provide finance to the customers of RDS as set out in
this Agreement.

4.2 SKS shall have the sole authority to either accept or reject the loan application(s) of proposed
customers for the Products which were made available to SKS by the respective RDS.

4.3 SKS shall release the finance on approval of loan applications of Customers and shall place
Purchase order with RDS and make the payment directly to the respective RDS on behalf of the
Customers. RDS shall issue individual receipts in favour of each such Customers on whose behalf SKS
shall make payment and hand over a copy of the same to SKS. . 4.4 In the event, any of the
Customer declines to accept the phone ordered and withdraws the loan application on which
finance has already been released by SKS, then RDS shall forthwith issue credit note(s) in favour of
SKS in respect of the payments made for such withdrawn application(s).

4.5 Upon specific written request made by RDS, on a free of cost basis, SKS may take delivery of
phones from RDS for handing over the same to the customer(s). If such phones are declined by any
of such customer(s) as discussed above, the ownership of such phones shall immediately stand
transferred in the name of RDS and SKS shall possess such phone till its return to RDS,.

5. Invoicing and Payment

5.1. Invoicing and Payment of ‘Facilitation fee’ shall be processed by the parties as per clause No
5.1 of Mutual Cooperation Agreement Dt.13th April 2015 between SKS and HCL which shall be
binding on RDS being a HCL distributor. SKS shall submit all product details/IMEI and other relevant
details along with the invoice number as mutually agreed .SKS shall charge Service tax separately in
the invoice. HCL shall make payment after deduction of TDS as applicable, within 5 days after
receiving it from Microsoft. SKS in case, raises an invoice on RDS it shall mark copy to HCL. SKS shall
not raise invoices simultaneously on the both i.e RDS and HCL.” 5.2 RDS/HCL as the case may be
has to provide TDS certificate to SKS within 30( Thirty) days from the end of the quarter in which the
payment is made, failing which , the TDS amount will be treated as outstanding and RDS/HCL as the
case may be has to repay the same to SKS forthwith. 6. Representations and Warranties
Each Party represents and warrants to the other that the individual signing this Agreement on its
behalf has the full right, power and authority to bind the respective Party fully thereto.

7. Confidentiality In consideration of the other party's disclosure of such confidential information,

each party agrees as follows:

7.1 For purposes of this Agreement, “Confidential Information” means any technical or business
information disclosed, either in writing or orally, by one party (the “Disclosing Party”) to the other
party (the “Receiving Party”) that is marked or identified as “confidential” or “proprietary” at the
time of such disclosure or that, under the circumstances, a person exercising reasonable business
judgment would understand to be confidential or proprietary; provided, however, that in the case
of orally disclosed information, said information shall be summarized in a writing sent by the
Disclosing Party to the Receiving Party within 20 (twenty) days after any such disclosure.

7.2 Confidential Information includes, but is not limited to (i) any pricing information relating to the
Products, other than that which has already been shared with third parties prior to signing this
Agreement, (ii) technical information relating to the Products or their specification, patent and
performance, (iii) details of market analysis and model, level of training, approach to marketing,
post-sales support and other supporting services to Customers, and (iv) any other information as
defined in Clause 8.1 above.

7.3 Confidential Information will not include information that (i) is now, or hereafter becomes,
generally known or available to the public, through no act or omission on the part of the Receiving
Party; (ii) was known by the Receiving Party, without restriction as to use or disclosure, prior to its
receipt from the Disclosing Party; (iii) is rightfully acquired by the Receiving Party from a third party
who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv)
is independently developed by the Receiving Party without access to any Confidential Information.

7.4 The Receiving Party agrees to maintain the Confidential Information in strict confidence and to
refrain from disclosing the Confidential Information to any third parties or using the Confidential
Information for any purposes other than those prescribed in this Agreement. The Receiving Party
may disclose the Confidential Information to its employees or agents who have a bona fide need to
know such Confidential Information in connection with this Agreement, but solely to the extent
necessary to pursue the objects of this Agreement; provided, however, that each such employee and
agent shall first execute a written agreement (or be otherwise already bound by a written
agreement) that contains confidentiality provisions that are at least as protective as those set forth
in this Agreement. The provisions of this Section 7 will not restrict the disclosure of the Confidential
Information to the extent required by any law or regulation; provided that the party required to
make such a disclosure shall use reasonable efforts to give the other party reasonable advance
notice of such disclosure in order to enable the other party to prevent or limit such disclosure.

7.5 Upon the Disclosing Party's request, the Receiving Party shall promptly return to the Disclosing
Party, or destroy, all originals and copies (including electronic copies) of tangible items and
embodiments containing or consisting of the Confidential Information.

7.6 All Confidential Information remains the sole and exclusive property of the Disclosing Party.
Each party acknowledges and agrees that nothing in this Agreement will be construed as granting
any rights to the Receiving Party, by license or otherwise, in or to any Confidential Information,
or to any patent, copyright or other intellectual property or proprietary rights of the Disclosing Party,
except as specified herein.

7.7 All Confidential Information is provided by the Disclosing Party “as is”.

7.8 Each party acknowledges that the unauthorized use or disclosure of the Confidential Information
would cause irreparable harm and significant damages to the Disclosing Party, the degree of which
will be difficult to ascertain. Accordingly, the Disclosing Party will have the right to obtain immediate
equitable relief, including enjoining any unauthorized use or disclosure of the Confidential
Information, in addition to any other rights and remedies available at law or otherwise.

7.9 The provisions of this Section 7 shall survive the termination of this Agreement.

8. Press Releases No Party may provide any press release, media release or other similar public
announcement concerning this Agreement, or the business arrangements established hereunder, to
any news outlet without the prior written approval of the other Party.

9. Independent Contractors

The Parties act solely as independent contractors under this Agreement and no agency, partnership,
joint venture or employment relationship is created as a result of this Agreement.

10. Limitation on Liability

10.1 Each Party's total liability under this Agreement is limited to the value of goods or services
rendered.

10.2 In no event shall either Party be liable to the other, whether in contract or in tort or under any
other legal or equitable theory (including strict liability), for any indirect, incidental, exemplary,
punitive, special or consequential damages, including loss of profits, revenue, data or use or for
interrupted communications, incurred by either Party in connection with this Agreement, even if the
other Party has been advised of the possibility of such damages.

10.3 RDS shall indemnify SKS for any loss or deficiency in implementing the process and invoicing
of facilitation fee through HCL.
10.4 Except as expressly provided herein, no Party will be liable for or bound by any representations,
acts or omissions whatsoever of the other.

11. Arbitration

11.1 The Parties shall resolve to settle any and all disputes, controversies and conflicts arising out of,
relating to or in connection with this Agreement, including, but not limited to, the breach,
termination, invalidity or interpretation thereof (“Disputes”), first through mutual negotiations and
discussions. If said Disputes are not settled within 15 (fifteen) days of the commencement of mutual
negotiations and discussion, the parties shall refer the Disputes to, Arbitration consisting one
arbitrator appointed jointly by the Parties within 15 days, failing which the arbitrator shall be
appointed by the High Court and the same shall finally be settled and determined by, arbitration in
accordance with the terms of the ACA.

11.2 The place of arbitration shall be Hyderabad and the language used in the arbitral
proceedings shall be English.

11.3 The arbitral award shall be in writing and shall be final and binding on each Party and shall be
enforceable in any court of competent jurisdiction.

11.4 None of the Parties shall be entitled to commence or maintain any action in a court of law upon
any Dispute, except for the infringement of IPR, enforcement of the arbitral award or as permitted
under the ACA.

11.5 Pending submission to arbitration and thereafter, until the arbitral award or decision is
rendered, the Parties shall continue to perform their obligations hereunder, unless this Agreement
has been terminated or if any interim order or award is granted under the ACA.

12. Non-Transferability

Each Party agrees that it will not sell, transfer, assign, sublicense, pledge, lease, subcontract, rent or
share any of its rights or duties, or any part thereof, under this Agreement, without the prior written
consent of the other party or unless otherwise permitted by a specific provision of this Agreement.

13. Amendment and Waiver

13.1 This Agreement is the complete and exclusive statement of the understanding of the Parties
relating to the subject matter contained herein and merges and supersedes all prior and
contemporaneous agreements and discussions between them. 13.2 No waiver, amendment or
modification of this Agreement shall be effective except by the mutual written consent of the
Parties. Further, any such waiver, amendment or modification shall relate only to such matter as it
expressly relates.

14. Notices

All notices hereunder shall be in writing, marked for the attention of the relevant party’s signatory
to this Agreement and sent by facsimile or by registered post, acknowledgement due upon receipt,
delivered to the relevant Party’s address specified above, or to such other address as may
subsequently be provided. The date of service shall be deemed to be the day following the day on
which the notice was transmitted or posted as the case may be.

15. Severability

If any provision of this Agreement or its application to any person or circumstance is held to be
invalid, illegal or unenforceable in any jurisdiction to any extent: (a) such invalidity, illegality or
unenforceability shall not affect any other provision hereof or invalidate or render unenforceable
such provision in any other jurisdiction and said provision shall be enforced to the greatest extent
permitted by law; (b) the Agreement shall be reformed to the minimum extent necessary to make
this Agreement, legal valid and enforceable as to that particular person or circumstance; and (c) the
remainder of this Agreement and the application of that provision to other persons, circumstances
or jurisdictions shall not be affected.

16. Force Majeure

16.1 Neither Party shall be considered in default of its performance under the Agreement if such
performance is prevented or delayed by events such as war (whether declared or not), civil
commotion, insurgency, hostilities, revolution, riots, strikes, lockouts, conflagrations, epidemics,
accident, fire, flood, droughts, earthquake or any act of God or causes beyond the reasonable
control of the Party affected thereby; provided, however, that written notice is provided by the
affected Party within ten (10) days of the occurrence of such event. 16.2 Soon after the cause of
the Force Majeure has been removed, the affected Party shall notify the other Party of such
cessation and of the actual delay caused due to such disruption providing necessary evidence in
support thereof. The obligations of the affected Party shall be suspended during the continuance of
the Force Majeure event.

16.3 If one or both parties is prevented from fulfilling its obligations due to a Force Majeure event
for a period of more than one month, the Parties shall consult each other and decide on the future
continuation or termination of the project

17. Applicable Law

This Agreement will be governed and construed in accordance with the laws of India and shall be
subject to the jurisdiction of the courts in Hyderabad.

18. Counterparts

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, ACCEPTED AND AGREED TO BY THE PARTIES HERETO AS OF THE DATE FIRST
WRITTEN ABOVE.

SKS MICROFINANCE LIMITED AP ENTERPRISES

Signature: Signature:

Witness:

1.

2.