ANDING This Memorandum of Understanding ("MOU") is executed at Mumbal, on this April 1, 2016 (“Effective Date”) by and between: Calpian inc. a company incorporated under the provisions of United States laws and having its office at $00 North, Akard Street, Suite 2850, Dallas, Texas 75201, USA (hereinafter referred to as “Calpian’ which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees] of the First Part Digital Payments Processing Limited, a private limited company incorporated under the provisions Df tHe Indian Companies Act, 1956 and having its registered and corporate office at MOM house, Plot no. 61, Remehandra lane, Kanch Pads Malad (West), Opposite Greater Bank, Mumbai 400064 (hereinafter referred to as “DPPL” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees) of the Second Part AND. My Mobile Payments Limited, a private limited company incorporated under the provisions of the Indian Companies Act, 1956 and having its corporate office at Money on Mobile house, Plot no. 62, Ramchandra lane, Kanch Pada Malad (West), Opposite Greater Bank, Mumbai 400064 (hereinafter referred to 2s "MMPL” which expression shall, unless repugnant to the context or meaning thereof, ‘mean and include its successors and permitted assignees) of the Third Part AND. MR, SHASHANK JOSHI, Indian inhabitant, residing at F.N. 1202, Emerald Isle - I, Royal Palms Golf Country Club, Aarey Milk Colony, Goregaon {East}, Mumbai-400065, Maharashtra, India (hereinafter referred to as the “Company Founder No. 1”, which expression shall be deemed to mean and include his heirs, executors, administrators, successors and permitted assigns) of the Fourth Part; AND MR. JOLLY MATHUR, Indian inhabitant, residing at 43/1301 MIG, Adarsh nagar, Worli, Mumbai 400025, Maharashtra, India (hereinafter referred to as the "Company Founder No. 2", which expression shall be deemed to mean and include his heirs, executors, administrators, successors and permitted assigns) of the Fifth Part; AND MR. RAIAT SHARMA, Indian inhabitant, residing at 1-11-126 & 126/1, 503, Jaya Enclave, Shyamial Begumpet, Hyderabad-500016, Andhra Pradesh, India (hereinafter referred to as the “Company Founder No. 3”, which expression shall be deemed to mean and include his heirs, executors, administrators, successors and permitted assigns) of the Sixth Part; ano - Ts Ys GS NA “3 - (myn) Ms ageat 2 24 22 23 MR. SUSHIL PODDAR, Indian inhabitant, residing at Happy House, 21, Camac Street, 7th Floor, Kolkata- 700016, india (hereinafter referred to as the “Company Founder No. 4”, which expression shall be deemed to mean and include his helrs, executors, administrators, successors and permitted assigns] of the Seventh Part; AND MR. AVIROOP ROY, Indian inhabitant, residing at 1/82, RP Colony, Kolkata - 700033, India (hereinafter referred to as the “Company Founder No. 5", which expression shall be deemed to mean and include his heirs, executors, administrators, successors and permitted assigns) of the Eighth Part; ‘The parties mentioned from Fourth part to Eighth part shall be referred to as “The Promoters of the MMPL and DPPL’, Calpian, DPPL, MMPL and the Promoters of MMPL and DPPL shall collectively be referred to as “Parties” and individually as “Party’, RECITALS: ‘Whereas Calpian intends to have 74% control on the equity shareholding of MMPL and OPPL and Promoters of MMPL and OPPL and other shareholders to have remaining 26% of the equity shareholding in MMPL and DPPL. ‘The Parties have acknowledged that they intend to take steps to achieve this understanding over period of time and appropriate definitive agreements are drawn up and executed by the parties. oBlecrive: This MOU seeks to crystallize the understanding of the Parties with respect to achieving 74% stake to be received by Calpian and 26% to be retained/achieved by Promoters of MMPL and DPFL. ‘STEPS TO ACHIEVE OBJECTIVE: DDPPL shall purchase shares of other than non-founder/Promoter cf MMPL and DPPL for value USO 1.024 milion. OPPL shall commit this payment to such shareholders within 4 months period of execution of this MOU. Such MMPL shareholders shall be entitled to receive interest of 18% per annum basis until the date of payment of consideration by DPPL to such shareholders towards purchase of such shares, The list of shareholders to be bought out shall be determined by the Promoters of MMPL and DPPL and the list of shareholders to remain in 26% of MMPL to be determined by Promoters of MMPL and DPPL. The Promoters of MMPL and DPPL shall be required to place their shareholding held in MMPL as provided in Escrow Agreement. The list of shares held by Promoters of MMPL and DPPL is annexed to this MOU as Annexure ~ A (“Escrowed Shares’). Mr, Shashank Joshi and Mr. Jolly Mathur shall handover their shares to Mr. Shailesh Narang, The parties understand that Calpian is holding 8% equity shares of MMPL and Promoters of Mi and DPPL are holding 679,250 of DPPL. Calpian to ensure Promoters of MMPL and DPPL receive ry \) \ in DPPL v fw Page 2 of 524 The Promoters of MMPL and DPPL and remaining willing shareholders of MMPL shall sell their shares to DPPL and against that DPPL shall issue shares as follows: 2.4.1 Promoters of MMPLand DPPL to receive equity shares of DPPL equivalent to 9% of total number of shares in DPPL as on December 31, 2015 1.2. 45,03,233. This 9% shall always bbe calculated on 45,03,233, Calpian/DPPL shall ensure this 24.2 Other shareholders shall receive 13% cumulative preference shares to be issued by DPPL at Rs. 604 per share, 24.3 Calpian understands and acknowledges that with effect from execution of this MOU or issue of shares as mentioned above whichever is later, the Promoters of MMPL and PPL shall be entitled to receive compensation at 13% per annum until the date of payment, 24.4 There will be an assured buy-back of such preference A and preference 8 shares at 3.7 times and 18 times as agreed. 2.5, Im case non Promoter shareholders of MIMPL do not agree to sell shares to DPPL at the value “~ ‘mentioned above, DPPL shall have right to take such shares from the Escrowed Shares and achieve 74% of the stake as mentioned above. 2.6 On completion of payment of USD 1.024 million as mentioned above, the Promoters of MMPL and DPPL shall execute definitive Shareholders Agreement containing standard drag along rights related clauses, The Promoters of MMPL and DPPL shall have tag along right. Calplan shall have right of first refusal on sale of MMPL shares by Promoters of MIVPL and DPPL at the value offered to them by any 3rd party. The Promoters of MMPL and DPPL shall have teg along right. 2.7 On completion of payment of USD 1.024 million as mentioned above, Calpian to confirm that Management Contracts shall be granted to Promoters of MMPL and DPPL at existing compensation plus 60% of existing compensation as Promoters of MMPL and DPPL remuneration on individual basis. Other terms and conditions shall be on basis of terms and conditions executed in the employment agreement of Mr. Shashank Joshi. 2.8 Promoters of MMPL and DPPL shall sell their 679,250 of DPPL shares at USD 6.8 Million to Calpian. Calpian to honour this within 18 months of the execution of this MOU and Calpian further agrees to pay USD 1 Million (Qut of USD 6.8 Million) within 6 months of the execution of this MOU, On payment of USD 1 Milllion the Promoters of MMPL and DPPL agree to sell proportionate shares to Calpian. In case Calpian is unable to pay to Promoters of MMPL and DPPL, Calpian shall pay interest at 18% per annum basis for the delay caused. |. CALPIAN COMMITMENT 3.1 Calpian commits and acknowledges that the Promoters of MMPL and DPPL are absolved from all claims, liabilities, damages and actions in whatsoever nature in connection to normal course of business operations of MMPLand DPPL. Calpian further commits that no legal action of whatsoever nature shall be initiated against the Promoters of MMPL and DPPL arising out of decisions taken in normal course of business, whether on their own accord or through their subsidiaries or any other affiliates as may be applicable, 3.2. Calpian commits and acknowledges that on achieving 74% of shareholding of MMPL, if permissions a if are required from Reserve Bank of indi it shal be the responsibilty of Calpian ) rie 4 REPRESENTATIONS AND WARRANTIES on 4.1 The parties represent that: A ne / (al They are duly incorporated and validly existing under AE ah lows in case of individ shareholders they are citizens of India; yp NW veo a7 x