(To be executed on Rs.300 /-stamp paper) UNDERTAKING CUM INDEMNITY This Undertaking cum Indemnity is executed by Mr./Ms.

/M/s _________________________(Name), the incoming Business Associate of Motilal Oswal Securities Ltd (hereinafter referred to as MOSL) / Branch of MOSL who is taking over the clients, having registered office/ place of business at___________________________________________(address to be given as is mentioned on the SEBI Registration Certificate / complete address of Branch) hereinafter referred to as Transferee, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her/its heirs, executors, administrators, successors and legal representatives, as the case may be; And (Applicable only case of transfer of clients from BA to BA OR BA to Branch. Strike off if this Para is not applicable.) Mr./Ms./M/s _______________(Name), the outgoing Business Associate of Motilal Oswal Securities Ltd. who is handing over the clients, having registered office, place of business at______________ (address to be given as is mentioned on the SEBI Registration Certificate) hereinafter referred to as Transferor, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her/its heirs, executors, administrators, successors and legal representatives, as the case may be .

And

(Applicable only in case of transfer of clients from Branch to BA. Strike off if this Para is not applicable.) MOSL, where MOSL (hereinafter also referred to as Transferor) has agreed to map / shift its clients referred below being served through its Branch office at _______________________________________ (mention complete address of the Branch) to the Transferee

WHEREAS MOSL has admitted / agreed to admit the Transferee as its registered BA / Authorized Person in accordance with the SEBI (Stock Broker and Sub-broker) Regulations, 1992 as amended from time to time and as per the Bye Laws, Rules and Regulations of the

National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd. (BSE).

NOW THIS DEED WITNESSETH that the Transferee and the Transferor agree, acknowledge and accept that all the clients of the Transferor starting with client code_______ to _________ have been transferred to the Transferee, at the request of the Transferor on _____ day of ___________ 20__.

The Transferee having agreed to accept the clients of the Transferor as stated above hereby undertakes to indemnify and to keep indemnified the Member-Broker Motilal Oswal Securities nd Ltd having registered office at Palm Spring Centre, 2 floor, Link Road, Malad (West), Mumbai-400 064, from any risk, liability, claims, demands, actions, proceedings, damages, losses, costs, charges, expenses that Motilal Oswal Securities Ltd. may occur or incur on account of the clients being so transferred, with respect to the transactions entered into by them through the Transferee. The Transferor (Business Associate) having transferred its clients to the Transferee as stated above hereby undertakes to indemnify and to keep indemnified the Member-Broker Motilal nd Oswal Securities Ltd having registered office at Palm Spring Centre, 2 floor, Link Road, Malad (West), Mumbai-400 064, from any risk, liability, claims, demands, actions, proceedings, damages, losses, costs, charges, expenses that Motilal Oswal Securities Ltd. may occur or incur on account of the clients being so transferred, with respect to the transactions entered into by them through the Transferor. Further both the parties (Transferor and Transferee) involved in the said mapping change agree that the clients will be shifted with the prevailing DP holdings & ledger balances as are reflected in both the Cash & FNO segment. Further in consideration of the said transfer of clients, the Transferee hereby undertakes and agrees that:1. The Transferee shall provide the same services to the transferred clients as it provides to the client with whom it has entered into the tripartite / bipartite agreement as the case may be. 2. The Transferee understand and acknowledge that the Bipartite / Tripartite agreement executed between MOSL, Transferor and the respective clients stands assigned and transferred to the Transferee in place of the Transferor and the rights and obligations contained therein shall operate between the respective Clients, MOSL and Transferee in the same way and with the same force as it did in the said agreement between the respective Clients, MOSL and Transferor. 3. The Broker Sub-broker / Member - AP agreement and / or any other agreement including Business Associate Agreement entered into by MOSL with the Transferee, shall be extended to cover the transferred client as they are applicable in case of clients with whom the Transferee has entered into tripartite agreement. 4. The cost associated with the servicing of the transferred client including the debits in the

account of the transferred clients shall be borne by the Transferee & the Transferee agrees that the clients will be shifted with their existing/ prevailing DP holdings & ledger balances as are reflected in both the Cash & FNO segment. 5. The Transferee shall not shift/transfer the transferred clients account to any other person or disclose information pertaining to such clients to any other client or authority without the specific written consent of MOSL. 6. The Transferee shall collect and forward all kinds of margin from the transferred clients as prescribed by the Stock Exchanges and also as per the guidelines issued by MOSL from time to time and MOSL is entitled to restrict trading limits and exposure of the transferred clients on the basis of deposit/ margin deposited with MOSL. Fresh business shall not be entertained from transferred clients in the absence of adequate deposits / margins. 7. The Transferee shall make all possible efforts for timely pay in of funds and securities due from the transferred clients to MOSL and MOSL will not be liable for any loss/ auction charges/ penalty for delay/ non-delivery of securities by the transferred clients and the Transferee shall be liable for the same. 8. The Transferee shall not accept any fund/securities from the transferred clients for cash/ derivatives segment and that the Transferee shall act only as a facilitator between MOSL and the transferred client. 9. The Transferee agrees to be bound by guidelines, including the rules pertaining to the adjustments of shortages in the client positions, and Internal Close out policy of MOSL, as amended from time to time. 10. The Transferee shall not directly charge the transferred client any brokerage or other charges. 11. The transferee shall be liable for loss of securities in transit sent by the transferor. 12. The Transferee shall inform MOSL in writing about the complaints received from the transferred clients within 3 (three) days from receipt of such complaint, failing which MOSL shall not be liable for any claims, responsibilities pertaining to such complaints. 13. The Transferee shall resolve the complaints received from the transferred clients immediately however not later than 7 days from the receipt of the same. 14. The Transferee shall confirm trade details to the transferred clients immediately on execution of their trades. 15. The Transferee shall deposit the cheques received from the transferred Clients in the Bank Account specified by MOSL from time to time. 16. The Transferee shall not collect any cash for any trading done for transaction between MOSL and the transferred clients. 17. The Transferee shall execute orders of the transferred clients at the prevailing market price and shall not execute cross trades between any clients including transferred clients. 18. The Transferee shall bear all losses incurred due to punching errors and miscommunication by him. 19. The Transferee shall deal directly with the transferred clients and not through any other Business Associate or intermediary. 20. The Transferee shall abide by all the Rules, Regulations, guidelines, etc issued by SEBI, BSE, NSE and any other Regulatory authority including guidelines and policies

issued by MOSL from time to time 21. The Transferee shall be responsible, liable for any non-compliance or fraud or negligence by the Transferee himself or its partners / directors or employees appointed by the Transferee and MOSL shall in no way be made a party to any litigations arising out of any such non-compliances / fraud / negligence. 22. The Transferee shall indemnify and keep MOSL indemnified for any costs or losses of whatsoever form including but not limited to the arbitration costs, legal charges, loss of business, loss of goodwill, incurred / borne by MOSL due to such non-compliances / fraud / negligence. 23. The Transferee shall be responsible for payment of all the statutory dues to the relevant Regulatory Authorities including but not limited to service tax. 24. The Transferee shall be responsible for all bad debts incurred by MOSL due to the negligence/non-payment of dues by the transferred Clients. 25. The Transferee shall indemnify and keep indemnified MOSL from any risk, liability, claims, demands, actions, proceedings, damages, losses, costs, charges, expenses that MOSL may occur or incur on account of the transferred clients, with respect to the transactions entered into by them from the date of such transfer. In case of transfer of clients from BA to Branch, except clause no. 13 to 17, 19, 20 & 23 are not applicable. IN WITNESS WHEREOF the Transferee and Transferor have put their hands on this____ day of _______________ 20__

1. Sealed, Signed and delivered by the within named Transferee, Mr./Ms./M/s.__________ in the Presence of (Name & Signature of Witness):- Place: Date: 2. Sealed, Signed and delivered by the within named Transferor, Mr. /Ms./M/s.__________ in the Presence of (Name & Signature of Witness):-

Place: Date: