(To be executed on a Non-Judicial stamp paper of appropriate value and to be attested by a Notary Public)

MATERIAL SUPPLY AGREEMENT

This MATERIAL SUPPLY AGREEMENT (the “Agreement”) is made/executed on this day of ______________
the_______________ (month) two thousand____________ (“Effective Date”) between

Power2SME Private Limited, having its registered office at AD-13, Basement (LGF), Tagore Garden 110027
and Corporate office at Plot No. 88 Udyog Vihar Phase-4 Gurgaon , company incorporated under the
Companies Act, 1956 ,which expression shall include its legal successors and assigns; hereinafter called as
the “P2S” or “Supplier”.
AND

AND

M/s.__________________ (Name of the First Company), a Company established and registered under the
Companies Act,1956, having its registered office at__________ , which expression shall include its legal
successors and assigns, acted through its authorized officer who is specifically empowered to sign this
agreement and other necessary required document /papers , through Shri_____________
S/o______________ R/o ______, a Director the Company, authorized vide a Resolution No.__________
dated _______________ passed by its Board of Directors in the meeting held on ________________to
sign this agreement of behalf of the Company hereinafter called as the “Buyer”, which expression shall
include its legal successors and assigns;( For Company)

OR

A Co-operative Society established and register under the co-operative Societies act ….. and having its
registered office ______________________ situated ______________ of which shall include it successors
and assigns , acted through its president /secretary and or any other authorized member of the society,
approved in the general body of the co-cooperative society .

AND

M/s___________________ a partnership firm established under the provisions of partnership act

considering of its partner Mr.________,Mr._________ and Mr._________ which expression shall include
its successors and assigns acted through all partners jointly or individually to execute this agreement and
other documents/papers.

AND
________________, the proprietor of M/s________________ and its office is situated hereinafter called
as the “Buyer”, which expression shall include its legal successors and assigns;
P2S and Buyer are hereinafter individually referred to as a "Party" and collectively hereinafter referred as
the "Parties".

A. Whereas P2S is engaged in the business of selling Material, operational supplies, industrial goods etc.
(collectively referred to as the “Material”) to its respective buyers more particularly to micro, small
and medium enterprises (“SMEs”) and providing Material at competitive prices by directly buying
from manufacturers and selling directly to SMEs cutting across numerous intermediaries in the entire
supply chain, thereby enabling its customers to increase business efficiencies.

B. Whereas the Buyer has approached P2S for procuring and purchasing Material from P2S and Buyer
confirms that it has understood and hereby agrees to the terms and conditions as set forth hereunder
to procure the supply of Materials .

C. Whereas this Agreement is intended to outline the business relationship between the Parties
wherein Buyer has requested P2S to supply Material and P2S has agreed to sell the Material to the
Buyer in accordance with the terms hereunder.

D. Whereas it is agreed that the Buyer shall pay the sale consideration amount of Material along with
delayed payment charges, if applicable, as stipulated in this Agreement and/or any other documents
governing relationship between the Parties, failing which P2S shall be empowered to take all the
actions not limited to legal action against the Buyer including termination of this Agreement
prematurely, without assigning any reason to the Buyer.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and promises and subject to the terms and
conditions of this Agreement, P2S and Buyer hereby agree as follows:-

1. The terms of this Agreement shall govern the supply of the Materials by P2S as and when any
purchase order (“Purchase Order” or “PO”) shall be placed by the Buyer on P2S. P2S shall supply
the Material in accordance with the terms of this Agreement read with the terms of the relevant
PO. Any and all such POs as placed by the Buyer and duly accepted by P2S shall form an integral
part of this Agreement and shall be governed by the terms and conditions of this Agreement.

2. The Buyer shall procure an unconditional and irrevocable bank guarantee (“Bank Guarantee”) in
favour of P2S for an amount of INR __________(Rupee) from a scheduled bank. The Bank
Guarantee shall be procured and furnished within a period not later than 7 (seven) days from the
Effective Date and shall be valid for a period of twelve months from the date of issuance. The
Bank Guarantee shall operate as a continuing security under this Agreement. Subject to the terms
of this Agreement, the Buyer shall be entitled to place the POs under this Agreement at any time
till the expiry of eight months from the date of issuance of the Bank Guarantee or eight months
from the Effective Date, whichever is earlier.
3. The Buyer hereby agrees that, on the basis of the financial credentials, KYC, estimated demands
as notified by the Buyer in writing, and subject to other terms and conditions of this Agreement,
the Supplier shall sanction a purchase limit equivalent to 90% of the value of the Bank Guarantee,
(“Purchase Limit”) for the Buyer as a maximum limit in terms of value for the supply of Materials.
The Supplier shall supply the Materials subject to the said Purchase Limit and the terms set forth
in this Agreement. It is clarified hereunder that in no event and at no point of time, the aggregate
outstanding payments under this Agreement shall exceed the sanctioned Purchase Limit.

4. The Buyer shall be qualified to be a buyer under this Agreement only if it has not defaulted on any
payments owed to a bank and/or a non-banking financial institution (NBFC)and has had a
standard account which has neither been declared as a non performing asset (NPA) nor there has
been any circumstances which may result or likely to result in the NPA of the Buyer’s account.

5. Subject to the terms and conditions of this Agreement and Purchase Limit, P2S hereby agrees to
supply the Materials to the Buyer with a maximum credit period of 90 days (“Credit Period”) for
every PO. . In other words, the due date for every PO will be on the…………..days or in case if the
due date happen to be a bank holiday then on a next working day .The Credit Period would start
from the date P2S makes the payment to the vendor on your behalf .During the Credit Period, the
invoiced amount shall be inclusive of an interest @______ p.a.

6. Upon the expiry of the aforesaid Credit Period, the amounts due under the relevant POs together
with the interest thereon shall immediately stand payable. If the Buyer fails to make the full
payments by the due date, the amounts remaining unpaid due shall be subject to a late payment
charges of Rs. 1000/- per invoice and a delayed payment charges of 2% (two percent) per month,
payable on a pro rata basis (for the period of default) for the period commencing from the expiry
of the Credit Period i.e., 90 days till the date of receipt of entire outstanding amount(s) along with
delayed payment charges as mentioned above and/ or any other charges levied by P2S from time
to time under the terms of this Agreement.

7. The Supplier, without prejudice to any other rights and remedies available under law and/ or
contract, shall be entitled to invoke the Bank Guarantee at any time before the expiry thereof,
without giving any prior notice to the Buyer, in the following events and shall have the right to
recover and set off all outstanding payments (whether has become due/ payable or not; and
regardless of the Credit Period) owed by the Buyer (on any account) under this Agreement
including interest, delayed payment charges, damages etc. thereon:

(a) in the event of any breach by the Buyer of the terms of this Agreement, which has not
been remedied even after giving a written notice thereof;
(b) in the event the Buyer fails to make the invoiced payments within 30 (thirty) days from
the expiry of the due date or by the due date in case the validity period of the Bank
Guarantee, as on due date, is less than 1 (one) month;
 (c) in the event the Buyer is declared as NPA by any bank or NBFC; or
(d) in the event it comes to the knowledge of the Supplier or it has a valid reasons to believe
that the Bank Guarantee may cease to be valid for any reason whatsoever.

8. Unless P2S has received the Bank Guarantee with a written certification/ verification from the
issuing bank to its satisfaction, it shall be under no obligation to accept any PO and/ or supply the
Materials under this Agreement.

9. The Buyer shall also be liable to pay an amount equivalent to 0.5% (Zero point Five percent) of
the total Purchase Limit as documentation charges to the Supplier.

10. Notwithstanding the Purchase Limit and any other terms of this Agreement, the Supplier, without
any liability, shall be entitled to refuse any PO and/ or supply of the Materials to the Buyer in case
(i) there has been delayed outstanding payments which the Buyer has failed to pay by the due
date; (ii) the aggregate outstanding payments have reached the Purchase Limit; (iii) in case of any
non-compliance of applicable law or breach of terms of this Agreement, which has not been
remedied with in a period of 30 days from the date of written notice thereof.

11. The Material ordered shall be delivered by P2S at the shipping address specified by the Buyer in
the PO. The receipt/acknowledgement signed by the Buyer’s staff (including security staff) on the
copy of invoice/GR/delivery challan or on any similar document shall be considered as sufficient
proof that the delivery has been completed as per the PO terms.

12. P2S will raise the invoice on to the Buyer for the delivery of Material and it would include the
price of the Material, the taxes or any other duties (if any) as applicable, any other charges such
as freight, cartage, loading, unloading, weighment charges, etc., as applicable. Unless otherwise
specified in the PO, all taxes and duties applicable on supply of Material and costs relating to
transportation and delivery including transit insurance shall be borne by the Buyer.

13. The prices of the Materials may be subject to change from time to time. Provided that in case a
PO has already been accepted by P2S prior to the notification of any price change then P2S shall
supply the Material at the prices mentioned in such PO.

14. The Buyer shall be bound to take delivery of the Materials ordered by it and upon delivery, the
Material shall be deemed accepted by the Buyer.

15. Upon supply of material against the PO, it shall be the duty of the Buyer to check the material in
regard to quantity and quality of material and once the delivery receipt/acknowledgement has
been signed by the Buyer’s staff(including security staff) as proof of delivery, thereafter no
 complaint/objection/dispute shall be made by the Buyer, and shall be considered by P2S,
regarding defectiveness in quality or quantum of quality and quantity & specification of the
Material supplied by P2S under a PO.

16. Buyer can choose a Vendor (trader or manufacturer) of goods from where the Material has to be
purchased and supplied at a price agreed upon between the Buyer and the Vendor. In such a
case, P2S will conduct its due diligence on the Vendor and may choose to onboard the Vendor at
its sole discretion. P2S will purchase the required Material and supply to the Buyer after adding a
nominal 0.25% trading margin plus applicable taxes. The Material will be shipped directly from
the Vendor to the Buyer and P2S shall not be responsible for quality, quantity or any other
deficiency, superseding clause 14 and 15 of this Agreement. Further, P2S will not make any
advance payment to the vendor. The payment to vendor will be released only after
acknowledgement of supply of goods to the buyer by the vendor.

17. Upon execution of this Agreement, the Buyer hereby acknowledges that its directors/
proprietor/partners/ members of the cooperative society shall be personally liable for repayment
of outstanding dues along with interest and delayed payment charges, if applicable. The Buyer
hereby acknowledges that P2S is not manufacturing/producing/designing the Material and shall
supply the Materials as per the description and specifications of the products, and the products
shall carry the standard warranties as provided by the respective vendors /OEMs/ brand owners
(as applicable) from whom P2S is purchasing the material, on as is basis, and will be directly
fulfilled by the vendors /manufacturer/sellers/brand owners (as applicable) from whom P2S is
purchasing the material. In the event Buyer has any complaints or claims with respect to the
Material, including but not limited to quality, specifications etc., the same shall be directly raised
against the vendor /OEMs/brand owners from whom P2S is purchasing the material without any
recourse to P2S in any manner whatsoever.

18. The Buyer has understood and agrees that P2S has the right to cancel any PO without any liability
and without assigning any reason; (I) in case the respective vendors/OEMs/ brand owners (as
applicable) is unable to supply the Material for any reason whatsoever; (ii) under an order or
instruction from any statutory, quasi-judicial or judicial authority; (iii) in case this Agreement is
terminated prior to the execution of the PO; (iv) in case of any breach of this Agreement, which
breach is not rectified by the Buyer within a period of 30 (thirty) days from the date of written
intimation/notification therefor by P2S; or (v) in case the Buyer has failed to make outstanding
payments even after the expiry of 30 days from the due date; or (vi) in case of any force majeure
event.

19. The Buyer agrees and undertakes to comply with all the laws, rules and regulations applicable to
it from time to time. The Buyer further agrees to keep P2S indemnified against all losses, claims,
damages, costs, charges and expenses suffered or sustained or likely to be suffered or sustained
in respect of non-compliance of law.
 20. The risk of loss in the Material shall be passed on to Buyer upon the delivery of the Material and
the title in Materials shall pass on to the Buyer only upon receipt of the entire amount of the
invoice raised therefor.

21. P2S shall, without prejudice to any other right or remedy to which it may be entitled under this
Agreement, or in law, continue to have lien as exclusive charge on the Material supplied to the
Buyer by P2S including the semi- finished goods and finished goods until the receipt of the full
payment of the invoice amount along with any and all expenses, delayed payment charges and
other charges payable to P2S by the Buyer pursuant to the terms and condition of this Agreement
and the relevant PO.

22. In case where Buyer fails to clear the outstanding amount of P2S by due date, P2S and/or its
authorized officer/ person(s) appointed or nominated by it shall have the right at all times with or
without notice to the Buyer to enter in any of the Buyer’s premises for the purpose of enforcing
its rights under this Agreement and Buyer hereby agrees not to raise any objection regarding the
same and further agrees to be liable for, and to reimburse on demand, any and all expenses
incurred by P2S for recovering any and all outstanding amount due and payable by the Buyer
under this Agreement or otherwise.

23. Under all circumstances and notwithstanding anything contained hereunder or in any other
document, the Buyer shall remain responsible to reimburse and indemnify P2S for all such losses,
damages, costs and penalties suffered on account of any act or omission, negligence, default on
its part or breach of the terms of this Agreement.

24. The Buyer agrees to pay the entire outstanding dues along with, cost and other charges as and
when it becomes due and payable, and at any time as demanded by P2S, without any demur or
protest in any court of law or any forum. The liability of the Buyer to pay its outstanding dues
along with interest, cost and other charges to P2S under this Agreement shall not be affected by,
including but not limited to:
i. any change in the constitution of the Buyer(s) or any absorption, merger or amalgamation of the
Buyer with any other company, corporation or concern; or

ii. any change in the management of the Buyer or takeover of the management of the Buyer by
Central/ State Government or by any other authority; or

iii. acquisition or nationalization of Buyer and/or any of its undertaking(s) pursuant to any law or any
change that would affect the rights of Buyer(s) under the Agreement; or

iv. the change in the constitution of the Supplier or substitution of the Supplier or assignment of this
Agreement by the Supplier; or

v. any force majeure event or due to any other event not in control of the Parties; or
 vi. the insolvency or winding up of the Buyer or any change in the setup of the Buyer, which may be
by way of winding up, voluntary or otherwise; or

vii. any court order or any rules or regulation framed by Central/ State Government or due to any
other event which material affects the business of the Buyer etc.

25. Unless terminated earlier, this Agreement shall continue for a period of 12 (Twelve) months from
the date of execution of this Agreement. The term of the Agreement may be renewed or extended
by the Parties on mutually agreed terms. All POs placed by the Buyer during the terms of this
Agreement shall be governed by the terms hereof. Unless otherwise agreed in writing by the
Parties, the terms of this Agreement shall prevail over the terms of a PO.

26. No indulgence, delay, relaxation on the part of P2S in enforcing the terms and conditions
contained in this Agreement shall constitute a notice of waiver of breach of any of the terms and
conditions hereof, nor shall it in any way prejudice or affect the right of P2S against the Buyer, as
the case may be, in terms of this Agreement.

27. In the event there are no outstanding POs and outstanding payments, then this Agreement may
be terminated by either Party (subject to clause 28 below for Buyer) by giving one month’s written
notice of termination.

28. (a) P2S may, without prejudice to other rights and remedies available to it under law and/ or
contract, terminate this Agreement with immediate effect by providing a written notice to the
Buyer on or at any time after the occurrence of any of the following events:

i. If the Buyer has breached any of its obligations (including payment obligations)
under this Agreement and has failed to remedy such breach within 30 days after
the receipt of written notice from P2S; or

ii. the Buyer has passed or is in the process of passing a resolution for its liquidation,
winding-up or NCLT or a court of competent jurisdiction has passed an order for
the Buyer's winding-up or dissolution or any liquidator, judicial custodian or
similar officer is appointed in respect of the Buyer or any of its assets or an
arrangement or composition with its creditors is made or an application to a court
of competent jurisdiction for protection from its creditors is prepared and/ or
filed; or

iii. in case of any force majeure event which affects the obligations of the Parties
under this Agreement or affects/ prevents the procurement of Materials by P2S
from third party manufacturers/vendors/ suppliers, and such force majeure
event continues for a period of more than 15 days.

(b) In case the Agreement is terminated unilaterally by the Supplier for any reason other
than what is provided under sub clauses 27(a)(i) to (iii) above, the Supplier’s liability
under the Agreement shall be limited only to the extent of refunding the processing fee
to the Buyer on pro rata basis for the remaining period of the Agreement.

.
 29. The Parties hereby agree that, except in case of an established irreparable material breach, the
Buyer shall not terminate this Agreement before the expiry of 6 (six) months from the Effective
Date.

30. The Buyer hereby agrees and confirms that any statement or demand to be raised against the
Buyer by P2S shall be conclusive, final and binding on the Buyer and the Buyer shall clear the dues
of P2S on the basis of settlement/ demand without any objection, demur or protest on its part.

31. This Agreement is not to prejudice the rights and remedies of P2S against the Buyer, irrespective
and independent of this Agreement, in respect of any other payment made or to be made by P2S
to the Buyer.

32. The Supplier shall have a right to revise or amend the Purchase Limit and/ or Credit Period of the
Buyer at its sole discretion considering the payment behavior and financial credentials of the
Buyer. In the event of any inordinate delay/ failure of making timely payments of outstanding
invoices, the Supplier, without prejudice to all other rights and remedies available to the Supplier
under law and the Agreement, shall be entitled to suspend the remaining Purchase Limit or revise/
reduce the Purchase Limit with immediate effect.

33. No change whatsoever in the constitution of the Buyer during the continuance of this Agreement
shall impair or discharge the liability of the Buyers and until any outstanding amount is due by the
Buyer under this Agreement, the Buyer shall not without the previous specific consent of P2S in
writing create any charge by way of pledge, hypothecation, mortgage, charge, lien or other
encumbrance upon or in respect of the Materials or any part thereof in any manner whatsoever
and will not permit or suffer to be done any act or things which may adversely affect or prejudice
the title of P2S in the Materials.

34. Governing Law: This Agreement shall be governed in accordance with the applicable laws of India,
for the time being in force. In the event of any dispute between the Parties pursuant to this
Agreement, the Parties hereby mutually submit to the exclusive jurisdiction of the courts of New
Delhi, India to decide all matters arising out of and/or directly/impliedly concerning this
Agreement.

35. This Agreement constitutes the entire understanding between the Parties and superseding any
prior agreements between the Parties for purpose as set out herein.

IN WITNESS HERE OF, the Parties have hereunto executed this Agreement on the date, month and year
first above written.
Authorized Signatory for P2S WITNESSES:
(Name and full address) (Name and full address)

Authorized Signatory for Buyer

(Name and full address) WITNESSES: