Debt Financing to the client.

Abstract The project deals with providing debt financing to the client. Project financing involves a number of equity investors, known as sponsors as well as a syndicate of banks or other lending institutions that provide loans to the operations. It deals with restructuring of financials, prepare project report, CMA, and other requisite documents to make the proposal bankable. The loan is a non-recourse loan which is secured by client assets and paid entirely from projected cash flow. Client is given lien on all of its assets and is able to assume control of the project when his company is facing difficulties complying with the loan terms. As the bank formalities are complicated it is difficult to client to avoid loan directly from bank or financial institution, here our role comes as we simplify the procedure for the client as most of the work is done by the staff. One of the aim is also to show the brighter side of the client. The project aim is also to identify, shortlist, contact, and setup meetings with potential financer/banker/NBFC and convincing them. The advisor is also able to facilitate the disbursement process.

Introduction:The project is providing debt financing to the client (owing to client confidentiality agreement name of the client cannot be revealed) It deals with providing long term financing based upon projected cash flows of the project rather than balance sheet of the project sponsors. Client is given lien on all of its assets and is able to assume control of the project when his company is facing difficulties complying with the loan terms. The financing is typically secured by all of the project assets, including revenue producing contracts. About the Client:The client is a company in outdoor advertising industry. It helps its clients to stand out differently from the clutter with the aid of outdoor publicity, no matter what the nature of your business. Its aim is to provide the customer transparency and effective results from our existing systems. The client plans Advertising Campaigns not only in an innovative but also in a most economical manner. These solutions are enhanced for your business to develop with efficiency, productivity, and quality in most economical manner. With 15 years of experience it has managed to firmly, comfortably, and competitively anchored and established itself within the outdoor advertising industry. It has managed to give a tough competition to its competitors create an impactful awareness and remain rooted to its aims and objectives to provide the best and lasting service to its clients. It has a excellent customer service and has maintained a good social responsibility towards its clients. At workplace it builds team with expertise, maintaining open commercial sharing values and knowledge, competing yet partnering and improving the required infrastructure. It has a innovative and value added solutions with commitment, dedication and excellence in services. The client has already started moving out of its comfort zone and sowing the seeds in as many areas, locations and prospective sites as possible. The clients specialization within Outdoor Media services include:

Hoardings
Sole rights for Hoardings at Mulund (East & West) Sole Rights M.S.E.B, Street light poles Mulund, Bhandup & Kanjurmarg Sole rights for Hoardings at Bhandup (East & West) Sole rights for Bhandup station.

Sole rights for Hoardings at Kanjurmarg (East & West) Sole rights for Kanjurmarg Station. Sole rights for hoardings on R.O.B Mulund Link Road Bridge. Sole rights for hoardings on R.O.B Kanjurmarg Jogeshwari Link Road. Sole rights of Hoardings Vidhyavihar station. Sole Rights of Hoardings at Kurla,Matunga, Parel & Currey Road Station Private Hoardings at Thane, Santacruz, Jogeshwari, Borivali. Private Hoardings at Thane, Mulund LBS, Bhandup LBS, Ghatkopar Highway, Ghatkopar L.B.S Marg, Powai.

Railway Ads (Boards/Transfer Sticker/Panels)

Kiosks & Glow Signages on stations. Unipoles Holding the fort for 90% of Unipoles at Eastern Express Highway.

A summary of contract between Green Financial Services Limited and its client:Here Green Financial Services Limited is referred as ADVISOR and the client is referred as SPONSOR. Sponsor intends to raise approx. INR 1500 to 2000Lacs (Rs. Fifteen crores to Twentycrores) and intends to appoint ADVISOR in an exclusive role for providing consulting and advisory services to assist them in the fund-raising. It is considered appropriate and desirable by the parties hereto to formalise the terms on which ADVISOR has been engaged as the advisor. The parties hereby agree as follows: 1. Role of ADVISOR ADVISOR shall, in accordance with all applicable laws, provide consulting and advisory services as follows and any additional assistance agreed to in writing between ADVISOR and SPONSOR: i. Advising on Restructuring the financials, Preparing Project report, CMA and other requisite documents to make the proposal bankable. ii. Identifying and short listing potential financer/banker/NBFC. iii. Contacting and setup meetings with potential financer/banker/NBFC and convincing them. iv. Facilitating the disbursement process. 1.1. For the avoidance of doubt, the duties and responsibilities of ADVISOR shall not include other than as set out above. In particular, ADVISOR is not responsible for:

Giving tax, legal, regulatory, accountancy or other specialist or technical advice or services; or Giving general financial advice or other advice that is not related to the transaction.

2. Fees and Expenses* Sponsor has agreed with ADVISOR on the following fee structure; 2.1. Success Fee Structure ADVISOR will work on a fee structure where the success fee will be directly linked to the amount of funds raised

Type of Capital Raised Personal Loan & Business Loan Other Debts

Success fee 2.75% of the Amounts Raised 4% of the Amounts Raised

Rs.1,00,000/-(Rupees One Lac only) of the mandate fees will be paid to the ADVISORS at the time of signing this mandate and 50% of the above agreed success fees shall be payable to ADVISOR, or designated affiliate, at the time of receiving the sanction letters which can be from multiple institutions and balance 50% will be payable on disbursement of funds, the fees is excluding any taxes due thereon.

2.2.

ADVISOR is entitled to the full success fee as mentioned in the clause 2.1for a period of 12 months from the end of the authorization period, if SPONSOR signs a term sheet with an investor introduced by ADVISOR. ADVISOR is entitled to penalty interest at 2% per month for all monies outstanding from SPONSOR * Exclusive of service tax, Govt. duties, etc.(currently @ 12.36%)

2.3.

3. Termination 3.1. This agreement and the engagement may be terminated with or without cause by SPONSOR by written notice at any time and without continuing obligation. 3.2. In case SPONSOR terminates the agreement and the engagement with or without cause the following shall survive any termination and remain in full force and effect:

Full Success Fee (Clauses2.1) for funds raised by ADVISOR 3.2.1. Upon SPONSOR defaulting on the timely payment of any outstanding debts due and payable to ADVISOR by greater than 30days, ADVISOR can terminate this agreement at their discretion and pursue legal recovery through the termination clause for outstanding monies.

3.3.

Pursuant to clause 5, ADVISOR shall be entitled to penalty interest @ 2% per month up to and including the day until full final balance is cleared or a written settlement is reached.

4.

Through the acceptance and signing of this agreement SPONSOR and ADVISOR agree to be mutually bound to a Confidentiality Agreement. 4.1. ADVISOR agrees to keep confidential all information (including the existence of this Engagement) provided to it by the Client and any information, data, advice or opinions derived there from (Confidential Information) and will not, without the consent of SPONSOR, disclose or use, for any purpose other than providing its services hereunder, any of the Confidential Information, unless required by law or compelled by a regulatory body to disclose the Confidential Information, provided that - to the extent permissible by law The provision of 4.1 above shall not apply to any Confidential Information which is or becomes generally available to the public at or prior to the time of disclosure or use by ADVISOR other than as a result of the disclosure in violation of this Mandate Agreement or Confidential Information that was available to ADVISOR on a non-confidential basis prior to its disclosure to ADVISOR by the Client or their agents or becomes available to ADVISOR on a non-confidential basis. ADVISOR will safe-guard and control the dissemination of the Confidential Information and restrict the dissemination to such of ADVISORs directors, officers, employees, representatives, affiliates, counsel or other agents (collectively, the Agents) who need to know the Confidential Information for the purposes of this Engagement (it being understood that those Agents shall be informed by ADVISOR of the confidential nature of the Confidential Information and shall be directed by ADVISOR to treat the Confidential Information confidentially). For the avoidance of any doubt, Confidential Information as stated herein shall also mean to include any information or data, whether oral, in writing or in any other form, of a confidential nature, including but not limited to proprietary technical, manufacturing, design, marketing, operational and performance information, cost know-how, business pricing policies, computer software and programs, data systems and databases, prototypes, inventions, discoveries, information relating to past, present and/or future clients, information relating to any research, development or business activities, and corporate financial information, including but not limited to rates (i.e. labour, overhead, and general and administrative) and proposal bidding information, technical proposal bidding strategies, and anything related thereto. Confidential Information shall include any information or data characterized or

4.2.

4.3.

4.4.

otherwise classified or deemed to be a trade secret by the Client and notified to ADVISOR in writing as being Confidential Information within the meaning of this paragraph. 4.5. Confidential Information of the Client shall remain its sole property. With the exception to carry out the Engagement as contemplated between the Parties herein, neither this Mandate nor the transmittal of Confidential Information or other information hereunder shall be construed as granting either expressly or by implication any intellectual property license, patent, copyright, trademark or other proprietary rights to us.

5. Authorization Period The term of this agreement (Authorization Period) shall commence from the date of signing of this agreement and will be valid for a period of 6 months and may be further extended by a period of 6months, subject to agreement on the same by both SPONSOR and ADVISOR.

ADVISOR is entitled to the full success fee as mentioned in the clause 2.1 for a period of 12 months from the end of the authorization period if SPONSOR signs a term sheet with an investor introduced by ADVISOR.

6. Notice Any notice or other communication required to be given pursuant to this agreement shall be in writing and shall be sufficiently given or served if delivered by hand or by courier with acknowledgement or faxed at the numbers given below or sent to the registered persons at the address(s) below:

In case of Name of Advisor:

In case of Sponsor

Green Financial Services P Ltd Room no. 5, 1st Floor, Hetal Apt, N.S. Road, Mulund (West), Mumbai 400 080.

Owing to client confidentiality agreement name of the client cannot be revealed.

Office: +91 022 25684733

Fax:

+91 25684733

7. Other terms and conditions 7.1. This mandate agreement will be binding upon SPONSOR and ADVISOR and their heirs, successors and assigns SPONSOR hereby confirms and undertakes that it has all the necessary powers, and has obtained all the necessary corporate approvals, authorizations and consents to validly and lawfully enter into this agreement. Further SPONSOR agrees to comply with all the applicable laws, rules and regulatory requirements necessary under this agreement.

7.2.

8. Arbitration All disputes, differences relating to this agreement or any interpretation thereof shall be referred to arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The sole arbitrator shall be Mr. Babek Singh Dham. The venue of arbitration shall be Mumbai. The Arbitral Award shall be final and binding on both the parties. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

9. Amendments and Modifications This agreement constitutes the entire understanding between both parties relating to the transaction and it shall not be amended or modified except as agreed to in writing by both ADVISOR and SPONSOR.

Accepted for and on behalf of Green Financial Services P Ltd:

Accepted by on behalf of

Signed:

Signed:

Name: Mr.AshishKanodia

Name of the client cannot be revealed owing to client confidentiality agreement.

Position: Director Date:10thApril 2012

Date:10th

April 2012

Seal:

Seal:

Goals of the Project:1. To advise the client on restructuring the financials, preparing project report, CMA, and other requisite documents to make the proposal bankable. 2. To identify and short list potential financer/banker/NBFC. 3. To contact and setup meetings with potential financer/banker/NBFC and convincing them. 4. To facilitate the disbursement process. 5. To raise approx INR 1500 to 2000Lacs (Rs. Fifteen crores to Twenty crores) for the client.