REFERRAL AGREEMENT

THIS REFERRAL AGREEMENT (“Agreement”) is made on this the 4th day of Dec,2021

Between

“RELATIONSHIP SALES & SERVICES PRIVATE LIMITED”, who is residing at NEAR SBI MOHISGOT BR,
MOHISGOT, 3RD LANE,KRISHNAPUR, NEW TOWN, Kolkata, West Bengal, 700102

(hereinafter referred to as the “Referrer”, which expression unless repugnant to the context of meaning thereof shall
deem to mean and include his/her/its heirs, legal representatives, executors, administrators, successors and permitted
assigns (as the case may be)) of the One Part

And

STAR POWERZ DIGITAL TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the provisions of the
Companies Act, 2013 and having its registered office at 204, 2 ND Level, Paigah Plaza, Basheer Bagh, Hyderabad -
500063 represented by Its Associate director Mr Rajesh (hereinafter referred to as (“STARPOWERZ”), which
expression unless it be repugnant to the context or meaning thereof shall deem to include its successors and assigns)
of the Other Part.

Referrer and STARPOWERZ collectively referred to as the Parties and singularly as a Party.

1. Background. The Referrer is engaged, inter-alia, in business of sourcing prospective borrowers to the
various lenders through their sourcing platform. STARPOWERZ has necessary arrangement/tie up with various
Banks/Financial Institutions/NBFC’s for arranging loan/financial assistance/credit facility, to various Person (as defined
hereinbelow), as per his/her/its requirement. Accordingly, Referrer has approached the Starpowerz to refer its
clients/Person (“Prospects”) through STARPOWERZ, who may be looking for loan/financial assistance/credit facility
from bank/financial institution/NBFC’s (“Purpose”). Based on the discussions had between the Parties, the Referrer
has agreed to refer the Prospects to STARPOWERZ for the above said Purpose for a Fee (“Referral Fee”).

“RELATIONSHIP SALES & SERVICES PRIVATE LIMITED “shall mean any individual, company, firm, association,
trust or any other organization or entity.

Based on the discussions held between the Parties, the Parties are now desirous of entering into this Agreement, on
the terms and conditions contained in this Agreement.

2. Referral of Prospects. The Referrer shall refer the Prospects to STARPOWERZ, the manner and format in which
the details of the Prospect shall be referred shall be mutually agreed to between the Parties.

3. Obligation of Referrer. (i) for all loan/financial assistance/credit facility, documentation including complying with
the Know Your Customer (“KYC”) requirement of the Prospect, as per Applicable Law (as defined hereinbelow) /
statutory requirement and the requirement of the respective bank/financial institution/NBFC, will be complied with and
completed by Referrer and/or its employees etc., without any recourse or liability on the part of Starpowerz; (ii)
Referrer shall comply with all Applicable Law to carry out its business operations including labour laws as applicable to
it; (iii) for establishing true and fair payment of the Referral incentive (as detailed below in clause 5) to Referrer, on
the disbursed loan/financial assistance/credit facility, by the bank/financial institution/NBFC to the referred Prospect,
STARPOWERZ shall along with each payment provide (a) the name(s) of the Prospects, whose loan/financial
assistance/credit facility has been disbursed by the concerned bank/financial institution/NBFC’s; (b) location of the
Prospect, (c) amount of loan/financial assistance/credit facility approved; (d) amount of loan/financial
assistance/credit facility disbursed/availed by the said Prospect; (e) nature of loan/financial assistance/credit facility
availed by the Prospect; (f) name of the bank/financial institution/NBFC approving the said facility, (g) gross & net
amount of Referral incentive to be paid to the Referrer (subject to TDS).
“Applicable Law” means any statute, notification, bye law, rule and regulation, directive, guideline, ordinance, order or
instruction having the force of law enacted or issued by any Governmental Authority, whether in effect as of the date
of this Agreement or thereafter and shall include laws in any territorial jurisdiction as may be applicable.

4. Establishment of Joint Project Team: The Parties shall jointly establish a Project Team that shall be dedicated
for the purpose of implementing this Agreement. Each Party shall appoint one single point of contact (“Project Team”).
The Project Team so constituted shall review the aims, objectives, and activities, under and in terms of this
Agreement. The Parties shall mutually decide the modalities of functioning of the Project Team. Each Party shall inform
the other Party of any change in the contact point.

5. Limitation of Liability. Under no circumstances shall either Party be liable to the other for any special, indirect,
incidental or consequential damages of any kind or nature whatsoever, arising out of or in any way related to this
Agreement.

6. Termination. This Agreement will effective from 04.12.2021 and will continue until the earlier of (a) three (3)
years; or (b) until terminated by either party upon prior written notice of 30(thirty) days to the other party. The
Termination of the Agreement shall not affect either Party’s obligation incurred, prior and upto the date of termination
of this Agreement.

7. Confidentiality. Apart for the Purpose as described hereinabove, both Parties shall treat the information (as
defined herein below) given to the other Party as strictly confidential.

“Confidential Information” means any and all data or information that is of value to either Party, and is not generally
known in the industry or to competitors, and includes, but is not limited to, business information, specifications,
research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, computer
programs, marketing plans, customer/Prospects names, budget figures, and other technical financial and business
information concerning the disclosing party, which is disclosed by the disclosing party, whether directly in oral or
material form to the other party (the “receiving party”), or indirectly, by permitting the receiving party to observe the
conduct of the disclosing party’s various operations or processes, but shall not include Non-Proprietary Information.

“Non-Proprietary Information” means information that: (i) is within the public domain at the date of disclosure or
which thereafter enters the public domain through no fault of the receiving party; or (ii) is already known to the
receiving Party at the time of its disclosure by the disclosing party, and is not subject to confidentiality restrictions; or
(iii) following its disclosure to the receiving party, is received by the receiving party without obligation of confidence
from a third party who the receiving party had no reason to believe was not lawfully in possession of such information
free of any obligation of confidence; or (iv) is independently developed by the receiving party or a parent, subsidiary
or affiliate of the receiving party without reference to or knowledge of the disclosing party’s Confidential Information;
or (v) the disclosing party has given its prior written approval to disclose;

8. Required Disclosure. The obligation of nondisclosure set forth above shall not apply to any Confidential
Information that the receiving party is required to disclose by any Applicable Law, by any rule or regulation of any
court or government agency of competent jurisdiction, or pursuant to legal process; provided, however, that the
receiving party required to make such disclosure shall (a) promptly use its reasonable best efforts to limit such
disclosure, (b) use its reasonable best efforts to provide the disclosing party with advance notice of any such request
for disclosure as promptly as feasible in order that the disclosing party may seek a protective order or such other
appropriate remedy as the disclosing party deems necessary, and (c) in any event, make such disclosure only to the
extent so required.

9. Injunctive Relief. The receiving party acknowledges that the improper disclosure or use of the Confidential
Information may give rise to irreparable injury to the disclosing party, inadequately compensable in damages and that,
accordingly, the disclosing party may seek and obtain, in addition to any legal remedies that may be available,
injunctive relief against the breach or threatened breach by the receiving party of any of the terms of this Agreement.

10. Relationship of the Parties. Nothing in this Agreement nor any acts of the Parties shall be construed,
implied or deemed to create an agency, partnership, joint venture or employer and employee relationship between
them. Neither this Agreement nor any of its provisions shall be considered or construed as a commitment by either
Party to engage the other Party in any work or to purchase any products or services from the other Party.

11. Notices. Notices and other communications required or permitted pursuant to this Agreement, shall be in
writing and shall be delivered personally, or by prepaid registered mail, or by use of professional overnight courier
service, to the other Party, at the addresses set forth above.

12. Entire Agreement. This Agreement contains the entire understanding between the Parties regarding the
subject matter hereof, superseding all prior or contemporaneous communications, agreements, or understandings. No
amendment to the terms and conditions of this Agreement shall be valid and binding on the Parties unless made in
writing and signed by an authorized representative of each of the Party.

13. Miscellaneous.

(a) If any provision of this Agreement should be held invalid, illegal or unenforceable, then, in such
event, the remainder of the Agreement shall still be and continue to be in full force and effect as if such invalid, illegal
or unenforceable provision had been deleted from or never included in this Agreement.

(b) Anti-Bribery and Corruption

(i) The Referrer must not violate any Applicable Anti-Bribery Law

(ii) The Referrer has and must at all times implement adequate procedures designed to prevent it or any associated
Person from engaging in any activity which would constitute an offence under the Applicable Anti-Bribery Law

(iii) The Referrer represents that, in connection with this Agreement, no improper financial or other advantage has
been, will be or is agreed to be given to any person by or on behalf of the Referrer or its Associated Persons.

(iv) Breach of any of the provisions in this clause or of any Applicable Anti-Bribery Law is a material breach of this
Agreement for the purpose of termination and, without prejudice to any other right, relief or remedy, entitles
STARPOWERZ to terminate this Agreement immediately.

For the purpose of the foregoing provision, Applicable Anti-Bribery Law means any bribery, fraud, kickback, or
other similar anti-corruption law or regulation.

For the purpose of the foregoing provision, Associated Person means in relation to any entity, a person who (by
reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and
including, without limitation, employees, agents, subsidiaries, representatives and subcontractors.

(v) It shall not knowingly enter into any communication including but not limited to calls, sms or emails to any person
impersonation as an employee or associate of any regulatory body or any other person, for any purpose including for
the purpose of sourcing Prospects.

(vi) The referrer should place give the PDC cheque to Starpowerz to pay the damages occurred to Starpowerz due to
the wrong doings and other materialistic damages to staarpowerz by Referrer

(c) The Parties agree to use all reasonable efforts to resolve any disputes and differences of any kind whatsoever
arising out of this Agreement (“Disputes”) expediently and amicably. If the Parties are unable to resolve the Disputes
expediently and amicably within a period of 30 (thirty) days, the Parties shall give themselves a cooling off period of
15 (fifteen) days and reconvene for an amicable resolution of the Disputes. In the event such Disputes are not
amicably resolved for a period of 60 (sixty) days from the date such discussions first started, such Disputes shall be
finally, exclusively and conclusively settled by reference to arbitration under the Arbitration and Conciliation Act, 1996
(as may be amended from time to time) and to be administered by the arbitral tribunal consisting of a sole arbitrator
to be mutually appointed by the Parties. In the event the Parties are unable to agree upon an arbitrator, the procedure
set forth in the Arbitration and Conciliation Act, 1996 for such appointment shall be followed. The Parties agree to be
bound by any arbitral award or order resulting from any arbitration conducted hereunder. The arbitration shall take
place in Mumbai and in English language. The Parties shall jointly bear the costs of the arbitration. The courts at
Mumbai shall have exclusive jurisdiction.

IN WITNESS WHEREOF each of the Party hereto have duly executed this Agreement as of the date, month and year
first above written.

For Referrer

By:
Name: RELATIONSHIP SALES & SERVICES PRIVATE LIMITED (Sanjib Kumar De)
Date: 04-12-2021

For STAR POWERZ DIGITAL TECHNOLOGIES PRIVATE LIMITED