Wired In

MEMORANDUM OF UNDERSTNDING This Memorandum of Understanding (MOU) is given on this September 11, 2012, 2011 between VehicleOnMap.com and ________________________________________, a company registered under the Companies Act, 1956 having its office at _____________________________________ ____________________________(hereinafter referred to as the Client, which term shall, unless it be repugnant to the context or meaning thereof, include its successors and assigns) through <<Name & Designation>> who is duly authorized to sign and execute the present agreement on behalf of the First Party. WITH Wired In, a company incorporated under the Companies Act, 1956 and having registered office at Cellar A1, Paritosh Apt. Nr. Kalpataru Soc. Navrangpura Ahmedabad 380009 And Xpress Web Solutions, a company incorporated under the Companies Act, 1956 and having its office at F-35, Rudra Square, Judges Bungalow Cross Road, Bodakdev, Ahmedabad 380015 (Hereinafter referred to as the Company, which expression shall, unless it be repugnant to the context or meaning thereof, include its successors and assigns). (The Client and the Company are hereinafter individually referred to as a "Party" and collectively referred to as "Parties") WHEREAS:

a) VehicleOnMap.com is a joint venture of Wired In having registered office at Cellar

A1, Paritosh Apt. Nr. Kalpataru Soc. Navrangpura Ahmedabad - 380009 and Xpress Web Solutions with office at F-35, Rudra Square, Judges Bungalow Cross Road, Bodakdev, Ahmedabad - 380015 (the joint venture hereafter will be referred to as VOM in this document and it applies to the executors and directors of the members). b) VOM are the designers, manufactures and service providers for Vehicle Tracking Systems for individuals, businesses and organizations that have the intention of tracking vehicles of their interest.

c) The Client is desirous of obtaining the Real-Time Vehicle Tracking System Device
(VOM-1) and yearly subscription of Tracking Services from the Company and has therefore approached the Company for availing of such Services. The sale and purchase transaction future support and offered services will be on the basis of this MoU.

d) This MoU between the Company and the Client pertains to __________________
region start date from ________________ to the date ________________.

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REAL-TIME VEHICLE TRACKING SYSTEM DEVICE 1. Features are as follows: GPS based tracking with external high-range and accuracy GPS antenna Real-Time location and vital information update to device server via GSM modem using GPRS connections provided by mobile phone service providers 2 digital inputs designed for DOOR and IGNITION inputs 1 analog input for temperature sensor input 1 analog input for fuel-level from external fuel-level sensor 2 Digital outputs for connections to a relay or required isolation/switching circuitry Device memory to store 6 hrs of readings while device is out of GPRS coverage

2. Physical specifications are as follows: Dimensions of device are 82mm * 82mm * 35mm Weight of the device is 200gms Length of GPS antenna cable is minimum 2meters Device housing is water-resistant (IP-61) Operating temperature range is -40deg Celsius to +85deg Celsius

3. Electrical specifications are as follows: Battery supply range is from 12V to 20V DC Digital input low voltage is 0V - 6V Digital input high voltage is 10V - 20V Analog input range for temperature sensor is 0V to 2.56V Analog input range for fuel sensor is 0V to 10V Digital output sink current maximum is 0.5A 4. Tracking and usage limitations are as follows: No Sim-card or mobile internet service is provided with the device or yearly service. The Client or Customer must separately purchase a SIM-card with activated GPRS service. The device will work out of the box without any setup requirements for SIM cards with activated GPRS service. It supports Vodafone, Airtel, BSNL, Reliance, Idea, Tata Docomo and Aircel service providers and networks. If the device is disconnect from external battery supply it will stop immediately Device GPS cannot work efficiently without direct sight of sky Tracking update rate and all features linked to it are completely depended on GPRS connectivity of the device at that given time Device could be damaged if device is submerged in water or excessive water is allowed to enter the electronic components 5. Manufacturer Warranty VOM devices come with 1-year of manufacturer warranty

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Manufacturers warranty includes any inherent defect in electronic component within device or defect due to manufacturing or assembly process or functional defect of device which is outside normal operations Devices that are returned will be fully replaced if found to be covered under manufacturers warranty Excessive water damage or user operation outside recommended specifications will not be covered under warranty. Such devices can if returned will be replaced or repaired at cost to customer Physical damage to the device will not be covered under warranty SIM card-holder damage will be repaired under manufacturers warranty but customer is responsible for shipping costs

SCOPE OF THE REAL-TIME VEHICKE TRACKING SERVICE: 1. Features of Tracking Website 24x7 real-time Vehicle Tracking Historical data route(Archive Data) Geo-Fencing Over Speed limit

SMS (200 per month per device) & Email Notifications Reports Over-the-air location query support (SMS, Email) 24x7 Location Query support HTTP APIs Integration Support

2. Reports Vehicle stoppage report Vehicle speed report Distance travelled report Vehicle trip report (Historical tracking)

PRICING

Track Log(Raw data)

Pricing is based on quarterly-year assessment of fully paid purchased quantities. The pricing of the device will be set according to the pricing table given below. The quantity refers to the fully purchased quantity in the previous quarter or the quantity fully-purchased in the current quarter (whichever is higher). The quantity of the first order defines the quantity for the first quarter. The minimum order quantity MOQ for any shipment will be 10pcs. Quantity per quarter Pricing for each VOM-1 Device One time Tracking Service Yearly*

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10pc - 25pcs 26pcs - 50pcs 51pcs 100pcs 100pcs - 200pcs > 200pcs * For all the POs after 30th September 2012 * User needs to purchase GPRS activated SIM card separately to work with VOM Device PAYMENT Payment terms for Device (VOM-1) & Tracking Service will be as follows: 100% payment to Wired In for devices before shipment 100% payment to Xpress Web Solutions for Tracking Service one day before activation start date Shipment will be made within 2 days from receiving full payment 5% Sales tax will be applied or 2% sales tax in case of delivery of C-form 12.36% Service tax will be applied on Tracking Service Shipping charge is extra Brandable White Label / Non-brandable White Label charges apply as per norms and features SHIPMENT VOM-1 Device shipment lead-times from placing of PO Quantities < 10pcs are always in stock and will be ready for shipment next day Quantities < 50pcs are usually in stock but can take up to 7 days to be ready for shipment Quantities > 100pcs are usually take up to 14 days to be ready for shipment SERVICE LEVEL AGREEMENT: 1. CUSTOMER SUPPORT a. All customer support queries are entertained through support portal only: http://support.vehicleonmap.com b. In case of support portal outage, user can contact on support@vehicleonmap.com with Device Id of the vehicle 2. SERVER MAINTENANCE a. We will keep the client informed about every scheduled server maintenance well in advance b. In most of the case, server maintenance will be scheduled during nonworking hours 3. SMS Query a. All the SMS based Location query is answered by Automated system b. Any delay in response should not lead to any complain

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c. Each SMS Query cost Rs. 3/- per SMS to end user

TROUBLESHOOTING AND RESOLUTION TIME* Mean Time Mean Time Updates to Assist to Repair (MTTA) (MTTR ) High Tracking Website stops working 3-6 Hours 3 Hours 2-4 Hours Medium Incorrect result in Tracking Website 4-8 Hours 6-10 Hours 5 Hours of Particular Feature not working as expected Low All Other Request when Client or 10-12 Hours 12-16 12 Hours Parties thinks that something is Hours wrong * Above Resolutions excludes feature enhancement * Timing shown covers general support tickets. Exceptional Scenarios can lead to different timings depending on the nature of problem * Any problems related to the attacks on the server such as virus, hacking, attacks, and exploits, etc. are excluded Time starts when the problem is detected by VOM Help Desk team or reported by the Customer and ends on assistance/repair as applicable THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS FOLLOWS: Priority Priority Definition

Company will abide by the pricing, support and features offered per MoU for 1 year from MoU Date Client accepts the pricing, lead-times, payment terms, device features and services described in this MoU for the period mentioned herein. Company will maintain the same pricing slab for all dealers across India for Vom-1 device and its supporting yearly services Robokits.co.in and VehicleOnMap.com are allowed to sell devices online to any customer across India. Client must not hold Company responsible for any sale in same region as assigned in this document Company will not sign MoU or similar agreement with any dealer in the same region as which is assigned to client in this document unless the dealer opts for While Label of their services Client and Company are expected to renew MoU on yearly basis. Both Company and Client hold the right to refuse extension of the MoU Both Company and Client hold the right to pre-maturely discontinue the agreement as per this MoU if the terms of this MoU are not met by either Party Client cannot hold VOM or its partners financially or morally responsible for any loss, damage or personal harm caused out of the use of this Real-time Vehicle Tracking System

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VOM or its members must not be held responsible for any illegal or damaging use of its products by any individual or organization This product and its related services are intended only for vehicle security, improving or logistics and fuel usage efficiency If within 3 months of MoU start date, no sale is made by the client then this MoU will be cancelled automatically In case of renewal or cancellation of MoU, pricing will not be guaranteed to be same and can change depending on resources and market change Company is not responsible for any kind of commitment and agreement by Client to their customers or users This MoU is only intended to govern pricing, VOM features standardization, provide efficient vehicle tracking service & support, regulate sales overall India not for any legal action Client will to adhere to User Manual, FAQs provided by VOM Wired In is responsible for all the Device related queries and Xpress Web Solutions for Tracking Service related queries

CONFIDENTIALITY: Both Parties should keep confidential, any data relating to the other Party or its users, the existence, nature and content of this MoU and any documents exchanged hereunder, together with the fact that discussions are taking place concerning the business and affairs of the Parties. This clause shall survive the expiry or termination of this MoU for a period of one year beyond termination. IN WITNESS WHEREOF the Parties hereto have reached to the understanding by their duly authorized representatives on the day, month and year first hereinabove written. For: Wired In Authorized Signatory: Signatory: Name: Designation: Witness: Signature: _____________ Name: Address: Signature: _____________ Name: Address: Signature: _____________ Name: Address: For: Xpress Web Solutions For: Ikarmik Authorized Signatory: Authorized

Name: Designation:

Name: Designation:

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