KNOWLEDGEWORKS CONSULTING INDIA PVT LTD

No. 601, 1st Floor, 3rd Cross,Opp. St. Jude Church, CBI Main Road,
HMT Colony, Ganganagar,Bangalore - 560 032

SUB-MANDATE LETTER
18.09.2014

___________________
(Company name)
(Address Line 1),
(Address Line 2)

Dear Mr. David Samson,

Further to the discussions between our companies, we hereby confirm acceptance of your professional
engagement to assist our client in availing equity, on the terms and conditions detailed hereinunder.
This document, once accepted, will be a binding agreement between the two parties till the completion
of this professional assignment.

Nature of assignment KWCIPL shall engage David to assist KWCIPL in obtain equity / debt funding upto
40 million USD (4 million equity & 36 million debt) for Samasta hereinafter
referred as ‘Client’. The raising of debt is consequent upon raising of equity.
Term The term of this agreement shall become effective from the date of signing this
mandate letter and shall remain in force for 3 (three) months. Thereafter,
either party may terminate this agreement by giving notice in writing for 15
days.
Performance of David shall work in conjunction with KWCIPL and use its reasonable efforts to
services facilitate the completion of a transaction that will achieve the KWCIPL
requirement. The service to be performed bydavid includes but are not limited
to:
a. Advice and assist Client in determining Equity & Debt Raising Initiatives.
b. Assist in preparing the documents required by financial institutions,
including descriptive memorandum, financial projections etc.
c. Identify and screen with the purpose of establishing which Bank /
Financial Institution shall be approached.
d. Establish, contact and attend exploratory meetings with the Bank /
Financial Institution, in Hong Kong for the credit facility and in India.
e. Negotiate the terms at which the financial transaction will be
completed.
Compensation for In case of the consummation of assignment as mentioned above is made
services through David, David shall be paid a success fee of 1.5% of the total facility
sanctioned, payable on signing the credit limit agreement with the Bank /
Financial Institution by the Client.
Non-Disclosure Any financial or other advice, descriptive memoranda or other documentation
rendered by KWCIPL pursuant to this agreement may not be disclosed publicly
or to any third party in any manner without the prior written approval of
 KNOWLEDGEWORKS CONSULTING INDIA PVT LTD
No. 601, 1st Floor, 3rd Cross,Opp. St. Jude Church, CBI Main Road,
HMT Colony, Ganganagar,Bangalore - 560 032

KWCIPL, such approval not to be unreasonably withheld. All non public

information provided by KWCIPL to David will be considered as confidential
information and shall be maintained as such by David, except as required by
law, until the same becomes known to third parties or the public without
release thereof by david.

Information KWCIPL agrees to provide to David among other things, all reasonable
information requested or reasonably required by David or Bank/Financial
Institution including but not limited to, information concerning historical or
projected financial results and possible and known litigious and other
contingent liabilities. KWCIPL will promptly advise David of any material
changes in its business or finances during the Term. KWCIPL represents that all
information available to David will be complete and correct in all material
respects and will not contain any untrue statements of a material fact or omit
to state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances under which such statements are
made. In rendering its service hereunder, David will be using and relying
primarily on such information without independent verification thereof, or
independent appraisal of any of KWCIPL’s assets.
Entire Agreement This agreement sets forth the entire understanding of the parties relating to the
subject matter hereof and supersedes and cancels any prior communications,
understandings and agreements between the parties. This agreement cannot be
modified or changes, nor can any of its provisions be waived, except by written
agreement signed by all parties hereto.
Governing Laws and This agreement shall be governed by and construed to be in accordance with
Jurisdiction the laws of India. Any dispute arising out of this agreement shall be adjudicated
in the courts of India and hereby agrees that service of process upon it by
registered or certified mail at the address shown in this agreement shall be
deemed adequate and lawful. The parties hereto shall deliver notices to each
other by personal delivery or by registered or certified mail at the addresses set
forth herein.

ACCEPTANCE
Please confirm that the foregoing is in accordance with your understanding by signing on behalf of David
and returning a signed copy of this Agreement.

We look forward to working with you.

Yours faithfully

For KWCIPL
 KNOWLEDGEWORKS CONSULTING INDIA PVT LTD
No. 601, 1st Floor, 3rd Cross,Opp. St. Jude Church, CBI Main Road,
HMT Colony, Ganganagar,Bangalore - 560 032

Director

ACCEPTED AND AGREED TO: