AGREEMENT FOR SERVICES

This Agreement for Services (“Agreement”) is made at Mumbai on this day of ________, 2024
(“Effective Date”).

BY AND BETWEEN

Neblio Technologies Private Limited, a company incorporated under the Companies Act, 2013 and
having its registered office at 3rd Floor, Prudential Building, Hiranandani Gardens, Powai, Mumbai
400076 (hereinafter referred to as “CoinDCX”, which expression shall, unless repugnant to the
context or meaning thereof, include its successors and permitted assigns) of the ONE PART.

AND

Cyberintelsys Consulting Services Private Ltd., an individual residing at/ a company having its
registered office at No. 488, Ground Floor Poorna Prajna Layout UTTARAHALLI Bangalore KA
560061 IN. (hereinafter referred to as the “Vendor” which expression shall unless it be repugnant to
the context or meaning thereof, would mean and include its successors and permitted assigns), of the
OTHER PART.

(Each is hereinafter individually referred to as ‘Party’ and collectively as ‘Parties’).

WHEREAS: -

I. CoinDCX is engaged in operating a tech platform facilitating the buying and selling of digital
assets for its customers (“Business”).

II. The Vendor is a Managed Service for Palo Alto Prisma providing such services as more
particularly described in Annexure I of this Agreement.

III. The Vendor has approached CoinDCX and hereby represents that it has the necessary skills,
knowledge, experience, expertise, capabilities, manpower, infrastructure needed to meet the
requirements of CoinDCX.

IV. Based on the representations and warranties made by the Vendor, CoinDCX hereby agrees to
avail the specialized services from the Vendor on a non-exclusive basis.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS UNDER:

A. DEFINITIONS:

(a) “Applicable Law” shall mean the governing law of the Agreement, and shall include any and
all laws, statutes, regulations, decisions, rulings, government policies, enactments or
instruments (including national, state, local or municipal laws, regulations or by-laws of any
kind whatsoever);

1
(b) “Business” shall have the meaning ascribed to it in Recital I of this Agreement;

(c) “Charges” shall have the meaning ascribed to it in Clause 3.1 of this Agreement;

(d) “Confidential Information” shall mean, this Agreement and any and all tangible and/or
intangible information (including any information disclosed by CoinDCX to Vendor or
Vendor Personnel prior to the date of execution of this Agreement) whether or not specifically
labelled as confidential, Intellectual Property Rights, trade secrets, proprietary, confidential or
non-public information of CoinDCX or its affiliates, clients or third parties to whom
CoinDCX owes a duty of confidentiality, including but not limited to information as to its
business, services, prices, plans, practices, techniques, finances, data, applications, software,
systems, network security and encryption technologies papers, notices, statements, business or
customer information, CoinDCX’s practices, trade secrets and clients disclosed pursuant to
the relationship created hereby and all assessments, advice, concepts, ideas, plans, designs,
reports, recommendations, presentations and any other material and/or any other information
in any form obtained by Vendor and/or Vendor Personnel, directors, consultants,
sub-contractors or agents in the performance of this Agreement;

(e) “Effective Date” shall have the meaning ascribed to it in Clause 2 of this Agreement;

(f) “Force Majeure Event” shall mean any incident or occurrence beyond the reasonable control
of either Party, which impairs it from performing as per the terms contained herein and/or
from providing any deliverables as agreed under the Agreement, including, but not be limited
to, acts of God, insurrection or civil disorder, religious strife, war or military operations,
terrorist act, partial or total strikes, either internal or external, lock-out, epidemic, blockage of
means of transport or of supplies, national or local emergency, earthquake, fire, storm, flood,
water damage, governmental, regulatory or legal restrictions, acts or omissions of persons for
whom the Party is not responsible;

(g) “Intellectual Property Rights” shall mean all copyright, intellectual property and other
rights including worldwide rights of whatsoever nature, howsoever arising and in whatever
media now known or hereafter devised, whether or not registered or capable of registration,
including trademarks, service marks, trade names, registered designs, domain names and any
applications for the protection or registration of such rights and all renewals and extensions
thereof throughout the world, in perpetuity;

(h) “Services” shall have the meaning referred to it in Clause 1.1 of this Agreement;

(i) “Term” shall have the meaning referred to in Clause 2 of this Agreement;

(j) “Vendor Personnel” shall have the meaning referred to it in Clause 3.3 of this Agreement;
and

(k) “Vendor Representative” shall have the meaning referred to it in Clause 5.7 of this
Agreement.

B. AGREEMENT

2
1. APPOINTMENT AND SCOPE OF WORK

1.1 CoinDCX hereby agrees to avail the services from the Vendor, on a non-exclusive basis, and
the Vendor hereby agrees and undertakes to perform and discharge, the services as may be
communicated by CoinDCX to the Vendor, from time to time, and other obligations, functions
and duties as more particularly described under this Agreement and detailed in Annexure I
(“Services”) of this Agreement.

1.2 The Parties agree and acknowledge that time is of the essence under this Agreement. If
Vendor becomes aware that, due to reasons attributable to it, it is at risk of non-compliance
with respect to the timelines established and agreed between the Parties in accordance with
this Agreement, it shall immediately notify CoinDCX of the reasons for such likely
non-compliance and shall provide revised timelines which CoinDCX may accept or reject at
its sole and absolute discretion. Any revised timelines shall be implemented with the mutual
consent of CoinDCX and Vendor.

1.3 The Parties agree to cooperate with each other, conduct periodic reviews of the Services and
fulfill each Party’s obligations as specified therein. Vendor agrees to promptly address any
issues raised by CoinDCX and answer any clarifications sought by CoinDCX from time to
time.

2. TERM

This Agreement shall remain valid and in full force and effect for a period of one (1) year
from the Effective Date, unless renewed further for such additional periods and on such
additional terms as may be mutually agreed or terminated by either Party in accordance with
the provisions of this Agreement (“Term”).

3. CHARGES

3.1 In consideration of the Vendor rendering the Services to the full and complete satisfaction of
CoinDCX, CoinDCX shall pay to the Vendor, charges mentioned in Annexure II to this
Agreement (“Charges”).

3.2 All amounts payable by CoinDCX shall be subject to Tax Deducted at Source (“TDS”) as per
the applicable law.

3.3 The Vendor shall submit the invoice(s) towards the Charges to CoinDCX in accordance with
the timelines mentioned in Annexure II and as per the details as sought by CoinDCX.
CoinDCX shall make payments of undisputed amounts specified in an invoice in accordance
with the timelines mentioned in Annexure II.

3.4 It is hereby clarified that CoinDCX’s only obligation will be to pay the aforesaid Charges to
the Vendor; and the Vendor shall obtain the prior written consent of CoinDCX before
engaging any agents, employees, or any other persons, which are engaged by the Vendor in
the discharge of its obligations in terms of this Agreement (“Vendor Personnel”) for
performing any part of this Agreement. The Vendor hereby agrees that if any such Vendor

3
 Personnel is appointed, the Vendor shall be entirely and solely responsible and liable for
making payment to the Vendor Personnel.

3.5 CoinDCX reserves the right to set-off/ make necessary deductions to the Charges in the event
Vendor and/or the Vendor Personnel commits any fraud, negligence or default or fails to
provide the Services to the reasonable satisfaction of CoinDCX. In cases where the Vendor
has committed any fraud, gross negligence or default and there are amount(s) paid to the
Vendor in advance, the Vendor shall, without any demur or protest, duly return such advance
amount(s) within 7 days from the date when such fraud, default, negligence is brought to the
notice of the Vendor by CoinDCX.

3.6 All payments made to Vendor under this Agreement shall be in Indian Rupees (INR). Any
amounts payable under this Agreement shall be exclusive of goods and service tax (GST)
under Applicable Law.

3.7 CoinDCX shall be entitled to withhold taxes on the payment of any amount due, after
notifying Vendor under this Agreement as per Applicable Laws.

3.8 The Vendor shall ensure that it remits the GST amount(s) collected from CoinDCX in full to
the appropriate government authority. Further, the Vendor shall ensure that all the GST
compliances are carried out effectively in the same month for which the invoices have been
raised thereby enabling CoinDCX to be eligible for claiming the credit pertaining to the
respective month. If CoinDCX is ineligible to avail any tax credit due to non-compliance by
the Vendor of the terms contained herein or under any applicable laws, CoinDCX shall notify
the Vendor and the Vendor hereby agrees to take immediate action in order to comply with the
applicable laws.

3.9 In case CoinDCX is unable to avail any tax credit whether due to non-compliance of Vendor
or on account of breach of the terms contained herein or of any applicable law(s), the Vendor
shall indemnify and keep CoinDCX indemnified in respect of any claims, losses, costs,
expenses, damages, liabilities, penalties and interest.

4. VENDOR’S REPRESENTATION AND WARRANTIES

The Vendor hereby represents warrants and confirms to CoinDCX that:

4.1 It is duly organised and validly existing under the laws of India, as stated above, and has full
power and authority to enter into this Agreement and to perform its obligations under this
Agreement.

4.2 The execution of this Agreement and the provision of Services hereunder by the Vendor to
CoinDCX do not and will not violate or breach any covenants, stipulations or conditions of
any agreement or deed entered into by the Vendor with any third party.

4.3 The Vendor hereby undertakes and warrants that it has a valid Goods and Services Tax (GST)
registration number and in case the Vendor is not required to register under the GST Act,
Vendor shall provide a declaration to that effect in such format and within such time as may
be required by CoinDCX.
4
4.4 The Vendor shall comply with all Applicable Laws, and has the requisite approvals, consents,
licenses, authorizations, declarations, and registrations as may be necessary or advisable for
the performance of all of the terms and conditions of this Agreement as may be required from
appropriate statutory and regulatory/governmental authorities to render such Services to
CoinDCX, from time to time, in terms of the said Agreement.

4.5 The Vendor has the necessary skills, knowledge, experience, expertise, capability, manpower,
infrastructure and paraphernalia needed to render the Services in terms of this Agreement.

4.6 There are no legal proceedings existing, pending against or threatened against the Vendor
including, without any limitation, any counterclaims or claims filed by any person, entity or
statutory authority, existing, pending against, or threatened against the Vendor which may
materially affect the due performance or enforceability of the Agreement, or any obligation,
act, omission or transaction contemplated hereunder.

4.7 The representatives of the Vendor who are and have been involved in negotiation and
execution of this Agreement and who are signing on behalf of the Vendor are duly authorized
to make, execute and sign the same in the name of the Vendor.

4.8 The Vendor has conducted the background check and verification of Vendor Personnel
engaged hereunder in order to provide the Services and further agrees to provide and share
with CoinDCX, the necessary reports/ certificates or results of such background verification.

4.9 The Services shall not violate or infringe the Intellectual Property Rights or other proprietary
rights or interest of CoinDCX or any third party.

4.10 Services will not bring, directly or indirectly, CoinDCX or any affiliates thereof into public
disrepute, ridicule, contempt or scandal and shall ensure that Vendor Personnel do not make
any unfavorable comment on, or disparage, or commit any act or make any statement that
reflects unfavorably upon the reputation of CoinDCX or its Business.

4.11 The representations and warranties of the Vendor herein neither omit any material fact nor are
misleading.

5. VENDOR’S UNDERTAKINGS AND COVENANTS

The Vendor hereby agrees, undertakes and confirms as under:

5.1 Save as expressly permitted by CoinDCX in writing, the Vendor and its Personnel shall not at
any time use the name or trademark or logo or any type of Intellectual Property Rights of
CoinDCX or any of their group companies, for any purposes, even after the termination or
expiry of the Agreement.

5.2 The Vendor further agrees that the Vendor or Vendor Personnel shall not claim any
Intellectual Property Rights or any proprietary rights in any of the content, material or any
deliverables created by the Vendor or its representatives pursuant to the terms contained
herein.
5
5.3 There shall be no employee-employer relationship between CoinDCX and the Vendor
Personnel, and CoinDCX shall not be considered to be the principal employer of such Vendor
Personnel. Further, the supervisory, disciplinary and administrative control over the Vendor
Personnel employed and the manner and mode of work of the Services to be provided
/rendered shall be of Vendor alone. CoinDCX shall neither have any responsibility nor shall
be held responsible / liable, directly or indirectly, in any way whatsoever in respect of the
Vendor Personnel.

5.4 The Vendor shall prepare all reports and give all such information as is to be provided by the
Vendor pursuant to this Agreement, in such format and at such intervals, as CoinDCX may
from time to time prescribe.

5.5 The Vendor would not be entitled to modify / alter any structure of the data provided by
CoinDCX, for the performance of the Services by the Vendor.

5.6 The Vendor shall ensure that the Services shall be performed by Vendor Personnel alone. The
Vendor may not sub-contract or assign any part of the Services to any third party without
obtaining the prior written consent of CoinDCX.

5.7 The Vendor shall designate a member of its Vendor Personnel as its main point of contact with
respect to the Services (“Vendor Representative”), and this Vendor Representative shall
serve as the one-point contact for CoinDCX in relation to the provision of Services and all
queries and issues in relation thereto, including billing and reporting queries. Vendor may
change or otherwise designate another of its personnel as the Vendor Representative by
providing at least seven (7) days written notice to CoinDCX.

5.8 The Vendor shall ensure that any and all disputes between Vendor and the Vendor Personnel
or any third party hired/employed by Vendor under this agreement, shall have no bearing on
CoinDCX and CoinDCX will not be concerned about the same and Vendor shall indemnify
CoinDCX for losses incurred by CoinDCX arising out of any such dispute in this regard. It is
expressly clarified that the Vendor Personnel shall in no case be entitled to participate in any
benefit, monetary or otherwise, which may be provided by CoinDCX to its employees, nor
would they be entitled to raise any dispute, demand or claim in this regard or otherwise
against CoinDCX in relation thereto. CoinDCX shall not be responsible for payment of any
employment/service-related payments to or in respect of the Vendor Personnel, including
without limitation, any salary, bonus or statutory payments.

5.9 The Vendor shall immediately remove a member of the Vendor Personnel from the provision
of the Services if requested by CoinDCX in writing for any reason, including but not limited
to incompetence, disregard of Applicable Law or regulatory compliance or breach of any
Vendor obligation or covenant in this Agreement.

5.10 The Vendor shall be solely responsible for payment of wages, statutory dues, compensation
and benefits to the Vendor Personnel, and indemnify and hold CoinDCX harmless for any
claims from the Vendor Personnel.

6
5.11 The Vendor shall perform the Services and duties under this Agreement to the best of current
industry standards and practice utilising the highest standards of all due care, diligence, skill,
expertise and experience normally, including, but not limited to, compliance with all relevant
and Applicable Laws in relation to the Services, and customarily exercised by comparable
professionals in performing comparable services.

5.12 The Vendor shall not cause any undue delay in performing the Services under this Agreement
and conform to the timelines, if any stipulated by CoinDCX at per Annexure I. Vendor hereby
agrees that a breach of this clause shall be a material breach of the terms of this Agreement.

5.13 The Vendor shall not, except as otherwise expressly permitted by this Agreement, cease to
render or suspend the performances of the Services.

5.14 The Vendor shall have no authority to act as an agent of CoinDCX, except on authority
specifically so delegated in writing, and shall not represent to the contrary to any person.
Vendor shall only consult, render advice and perform such tasks as Vendor determines are
necessary to develop and deliver the Services. Vendor shall not direct the work of any
employee of CoinDCX, or make any management decisions, or undertake to commit
CoinDCX to any course of action in relation to third persons.

5.15 The Vendor shall seek input from CoinDCX with regard to the nature and scope of Services
and advise CoinDCX in relation to all matters arising in the course of delivery of the Services
under this Agreement.

5.16 The Vendor shall conduct regular vulnerability assessments and pentests encompassing every
system or network in which Confidential Information is collected, stored, transited, or
otherwise processed, or from which it may be accessed and shall also upon any request from
CoinDCX, share relevant information and reports in relation to the same.

5.17 To the extent that the Vendor develops or integrates applications or application code on behalf
of CoinDCX or for CoinDCX's use, or develops hosted applications or services for CoinDCX
or for CoinDCX's use, the Vendor shall perform security testing in accordance with industry
standards for secure software development, including, in the case of web-based applications,
to ensure that the application or application code is secure against the vulnerabilities
described in (i) the version of the OWASP Top Ten List available as of the Effective Date of
the Agreement and (ii) any changes to the OWASP Top Ten List after the Effective Date of
the Agreement (within a reasonable time after such changes are initially published). The term
“OWASP Top Ten List'' shall mean the Open Web Application Security Project's Top Ten list
(currently available at https://www.owasp.org/www-project-top-ten/).

5.18 CoinDCX retains its exclusive rights to obtain assurance reports by way of an annual SOC 2
Type 2 and ISO27001 audits by a third-party audit firm and additional documentation as per
the nature of service, pursuant to this Agreement. Upon reasonable prior written notice by
CoinDCX, Vendor will permit audits of Vendor and its affiliates, related to the subject matter
of this Agreement if CoinDCX claims to have specific grounds for believing that the Vendor
has not complied with its obligations in connection with this Agreement. Vendor shall provide
all assistance together with the relevant information and documents as may reasonably be
requested in connection with the audit.
7
5.19 Vendor must provide a secure environment for receipt, storage and transmission of CoinDCX
data/ Confidential Information. The data shall be in a secure location that requires appropriate
access authentication. Vendor is responsible for any disclosure or dissemination of CoinDCX
data/ Confidential Information resulting from the failure of Vendor's systems during such
transmission. To the maximum extent permitted by Applicable Laws, Vendor will encrypt all
data within the Vendor Environment when at rest and in transit.

6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1 The Vendor irrevocably and unconditionally agrees and undertakes that Confidential
Information which may be communicated to the Vendor or Vendor Personnel or to which the
Vendor or Vendor Personnel may get privy to under or pursuant to this Agreement or in the
course of performance of the Vendor’s obligations shall be treated as absolutely confidential
and the Vendor irrevocably agrees and undertakes that the Vendor and the Vendor Personnel
shall keep the same as strictly secret and confidential and shall not disclose the same, at all, in
whole or in part, to any person/s (including legal entities) at any time and shall neither use nor
shall allow the Confidential Information to be used for any purpose other than as may be
necessary for the due performance of the Vendor’s obligations hereunder. The Vendor
undertakes that it shall take all necessary actions and reasonable degree of care to protect the
Confidential Information against leakage, misuse, loss, destruction, deletion or alteration and
shall limit access to the Confidential Information to only such Personnel as need to know the
same to fulfill the Vendor’s Obligations.

6.2 The Vendor irrevocably agrees and undertakes that it shall not make nor shall allow anybody
to make nor shall retain any copy or record howsoever created (including any duplicate copy,
photocopy, facsimile, magnetic copy, etc.) of any of the Confidential Information other than
as may be required for the performance of the Vendor’s Obligations. The Vendor shall notify
CoinDCX promptly of any unauthorised or improper use or disclosure of the Confidential
Information.

6.3 The Provisions of the aforesaid clauses shall survive the termination and expiry of this
Agreement.

6.4 The Vendor hereby unconditionally agrees and undertakes that it shall not and shall ensure
that the Personnel shall not disclose or publish the existence or the terms condition of this
Agreement to any third party unless such disclosure on publication is strictly required by law.

7. VENDOR’S LIABILITY AND INDEMNITY

7.1 The Vendor shall, at its own expense indemnify, defend, and hold harmless CoinDCX, its
affiliates and their trustees, officers, directors, employees, and agents against and from any
and all third-party claims, lawsuits, costs, liabilities, judgments, damages, and expenses
(including, without limitation, reasonable attorneys’ fees) any other loss that may occur,
arising from or relating to:

8
(a) the breach of any representation or warranty made by Vendor hereunder, or breach of any
terms contained herein, including any failure to comply with Applicable Law and/or any
security related breach or breach of confidentiality/ data protection obligations;

(b) an infringement of third-party rights (including contractual rights and Intellectual Property
Rights) by Vendor in fulfilling or complying with its obligations under the Agreement; or

(c) the acts, errors, misrepresentations, willful misconduct or negligence of Vendor, its
employees, subcontractors and agents in performance of its obligations under the Agreement.

Notwithstanding anything contained in this Agreement, neither Party shall be liable to the
other Party for any indirect, special or consequential loss or damage arising under this
Agreement, except that each Party is indemnified with respect to third party claims as
mentioned above.

8. INSPECTION, RIGHT TO AUDIT & INFORMATION SECURITY

REQUIREMENTS

8.1 The Vendor shall keep and maintain complete and accurate books, statements and records of
all the operations and expenses in connection with the provision of the Services herein.

8.2 The Vendor shall, at all reasonable hours, allow CoinDCX, its management, auditors,
regulators and all other persons authorized by CoinDCX to inspect, examine, audit and take
copies of the Vendor’s books, statement and records which are directly relevant to or
connected with Services under this Agreement, including its security measures required while
providing such Services. The Vendor will co-operate with such persons to ensure a prompt
and accurate verification and audit. Such audits or reviews will be at the expense of
CoinDCX. However, if the audit discovers discrepancies or overcharges, then, upon
completion of such audit or review, the Vendor will reimburse CoinDCX for discrepancies or
overcharges and for the cost of the audit or review. The decision of CoinDCX or auditors
appointed by CoinDCX shall be final in this regard and shall be binding on the Vendor.

8.3 Any auditor for the purpose of this clause shall be appointed by CoinDCX and the cost of
audit shall be borne by Vendor.

8.4 The Vendor shall:

(a) comply with the legislation and regulations relating to the protection of personal data
and processing, storage, usage, collection, and/or application of personal data or
privacy of an individual as may be applicable to the sphere of their operations in the
rendering or receiving of the Services;

(b) conduct regular vulnerability assessments encompassing every system or network in

which Confidential Data is collected, stored, transited, or otherwise processed, or
from which it may be accessed and share reports of the same on request of the CoinDCX;

(c) provide either an independent information security assessment report of their controls
at the location where CoinDCX data is stored, processed or accessed; or have an
9
 agreed body perform the assessment or audit. Records of these assessments must be
maintained for at least 12 months and shall be shared with CoinDCX on request;

(d) promptly (in any case within 48 hours) notify CoinDCX if the Vendor knows or has
reason to believe there has been any misuse, compromise, loss, or unauthorized
disclosure or acquisition of, or access to, Confidential Data (an “Information Security
Breach”). Upon any discovery of an Information Security Breach, the Vendor will
investigate, remediate, and mitigate the effects of the Information Security Breach, and
provide CoinDCX with assurances reasonably satisfactory to CoinDCX that such
Information Security Breach will not recur; and

(e) upon termination of the Agreement for any reason, promptly contact the CoinDCX
for instructions regarding the return, destruction, or other appropriate action with regard
to Confidential Data. Unless otherwise instructed by CoinDCX, upon the termination of
the Agreement for any reason, or at any time at the request of CoinDCX, the Vendor
shall return all Confidential Data to CoinDCX.

9. TERMINATION

9.1 Either Party may terminate this Agreement forthwith by providing a notice in writing to the
other Party if :

(a) the other Party is in material breach of any of its obligations under this Agreement and has
failed to remedy such material breach within a period of fifteen (15) days of receipt of notice
specifying the breach with a request to remedy it.

(b) the other Party commits an irremediable material breach of any of its obligations under this
Agreement; or

(c) the other Party undergoes a “bankruptcy event”, as such term is conventionally understood or
undergoes a “change in control”, as such term is conventionally understood.

9.2 CoinDCX may terminate this Agreement by providing 10 days written notice to the Vendor,
without assigning any reason.

9.3 Notwithstanding anything to the contrary contained in this Agreement, the termination of this
Agreement for any reason shall not relieve or discharge, or be deemed or construed as
relieving or discharging, any Party hereto from any duty, obligation or liability hereunder
which was accrued as of the date of such termination.

10. POST-TERMINATION RESPONSIBILITY OF THE VENDOR

10.1 Upon termination or expiry of the Agreement, Vendor shall:

(a) no longer be liable to perform its obligations and provide the Services under this Agreement;

(b) forthwith place at CoinDCX’s disposal and control all the work produced during the provision
of the Services including any drafts, scripts, material or information etc. in Vendor’s
10
 possession with respect to CoinDCX and the Services. Vendor shall be available for
clarifications or resolving any queries, at no additional cost, for a period of two (2) weeks
from the date of such termination; and

(c) be entitled to payment for the Charges for Services already rendered by Vendor to CoinDCX
under the Agreement, provided that Vendor shall not be entitled to receive the Charges for
such month in the event that CoinDCX terminates the Agreement in accordance with Clause
9.1 for Vendor’s breach of the Agreement.

10.2 It is hereby agreed and understood by the Parties that the provisions of Clause 9 and Clause
10 shall neither limit nor restrict nor shall they preclude any Party from pursuing such further
and other legal actions against the other Party for any breach or non-compliance of the terms
of this Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Any use of CoinDCX’s marks, Intellectual Property Rights by the Vendor shall only be after
obtaining the prior written consent of CoinDCX.

11.2 It is the Parties’ intention that CoinDCX shall be the owner of all Intellectual Property Rights
produced pursuant to the provision of Services. Vendor hereby acknowledges that all
Intellectual Property Rights produced by Vendor pursuant to the Services shall vest in
CoinDCX and that Vendor shall not have any claim, either under this Agreement or otherwise,
to any right, title or interest of any kind or nature in any drafts and results of the Services
provided.

11.3 Vendor hereby irrevocably assigns and transfers all rights in the work produced including,
without limitation, all copyrights and grants to CoinDCX, the right to reproduce, publish,
broadcast/use, adapt, delete, edit and/or modify the work developed in any manner and in any
media or format and in any and all media worldwide in perpetuity, in all languages and
versions, and without additional consideration. CoinDCX shall have the right to use, assign,
modify, edit, adapt, dispose, and electronically alter such work and other deliverables from
the Services as it deems fit.

11.4 Vendor hereby agrees that should any right, title or interest in any of the work created in the
course of providing the Services under this Agreement become vested in Vendor by the
operation of law or otherwise, Vendor shall hold the same in trust for CoinDCX, and will
forthwith and unconditionally assign free of charge all such rights, titles or interests to
CoinDCX, in perpetuity and on a worldwide basis, and execute any documents necessary in
connection therewith.

11.5 Vendor hereby waives all moral rights and/or royalty rights under any Applicable Laws in
respect of any and all work produced by Vendor in the course of providing the Services under
this Agreement.

11.6 Vendor covenants not to prejudice or impair CoinDCX’s interest in any work created in the
course of providing the Services. At no time shall Vendor challenge or assist others to
challenge any of CoinDCX’s Intellectual Property Rights in the work produced or the
11
 registration thereof or attempt to register any trade mark, trade name or any other mark
confusingly similar to any of CoinDCX’s Intellectual Property Rights.

11.7 Neither the Agreement nor any terms provided herein shall be construed to convey, assign or
transfer any ownership or proprietary interest, or any Intellectual Property Rights in the work
produced or any part thereof to Vendor. Vendor hereby guarantees CoinDCX that it shall
neither itself impair CoinDCX’s title to any Intellectual Property Rights, nor permit any third
party to do so, either by infringement or creation of any lien or encumbrance on any such
Intellectual Property Rights in the work produced in the course of providing the Services.

12. NON-EXCLUSIVE

It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at
liberty to enter into similar agreements with third parties.

13. RELATIONSHIP OF THE PARTIES

This Agreement is on a principal-to-principal basis and does not create any

employer-employee or principal-agent relationship or any partnership / joint venture between
CoinDCX and the Vendor/Vendor Personnel. The Vendor/Vendor Personnel shall not be
entitled to, by act, word, deed or otherwise, make any statement on behalf of CoinDCX or in
any manner bind CoinDCX or hold out or represent that the Vendor / Vendor Personnel are
representing or acting as agents of CoinDCX. The Vendor shall not act in a manner which
may be capable of being construed as those of a branch of CoinDCX.

14. NOTICES

14.1 Any notice or notification or other written communication under this Agreement or pursuant
hereto shall be in writing and shall be signed by the Party issuing the same and shall be
addressed to the Parties at their respective registered address mentioned hereinabove or to
such other address as the concerned Party may inform the other Party in accordance with the
provisions of this Agreement.

14.2 All notices, requests, consents, and other communications hereunder shall be deemed
effectively given and received upon delivery in person, or one business day after delivery by
international overnight courier service, if sent for next business day delivery, or by telecopier
(FAX) transmission with sender’s acknowledgment of transmission receipt, or five business
days after deposit via certified or registered mail, return receipt requested.

15. AMENDMENTS

Any alteration, amendment, variation or modification to this Agreement or its annexure(s), if

any, must be mutually agreed upon and shall be effective only if presented in writing and
signed by authorized representatives of both Parties.

16. GOVERNING LAW AND JURISDICTION

12
 This Agreement is governed and interpreted solely by the laws of India. Any dispute
concerning this Agreement and subject to the arbitration provision contained herein, shall be
resolved under the jurisdiction of the courts of New Delhi. The Parties agree to first mediate
any disputes or claims between them in good faith and resolve the disputes amicably. In the
event that mediation fails, any claim arising out of or relating to this Agreement shall be
settled by Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.
The seat & venue of Arbitration shall be New Delhi and shall be conducted in English. The
parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over
the Arbitration proceedings.

17. FORCE MAJEURE

Non-performance of either Party’s obligations/ responsibilities pursuant to this Agreement or

delay in performing same shall not constitute a breach of the Agreement if, and for as long as,
it is due to a Force Majeure Event, that a Party is not able to overcome with reasonable
efforts, or non-performance of obligations by a sub-contractor to a party pursuant to any of
the aforementioned reasons. The Party prevented from fulfilling its obligations shall on
becoming aware of such event inform the other party in writing of such Force Majeure Event
within 3 (three) working days of happening of such Force Majeure Event. If the Force
Majeure Event continues for more than one (1) month, either Party shall have the right to
terminate this Agreement with immediate effect by written notice.

18. MISCELLANEOUS

18.1 Annexures to this Agreement shall be deemed to be an integral part of this Agreement.

18.2 In respect of all the Services, time shall be of the essence.

18.3 The provisions of Clause 6 (i.e., Confidentiality and Non-Disclosure), 7 (i.e., Vendors’
Liability and Indemnity), Clause 10 (i.e., Post-Termination Responsibility of the Vendor),
Clause 11 (Intellectual Property Rights) as well as any clauses that by their nature are meant
to survive the termination of this Agreement, shall survive the expiry or termination of this
Agreement.

18.4 Clause headings are inserted for convenience of reference only and shall not be deemed to
affect the interpretation of this Agreement or of any clause.

18.5 If any provision of this Agreement shall be or become invalid, illegal or unforeseeable in any
respect for any cause or reason, the ensuing invalidity, illegality or lack of enforceability shall
not affect the other provisions hereof, and in such event, the Parties shall endeavour in good
faith to forthwith agree upon a legally enforceable substitute provision as will most closely
correspond to the legal and economic contents of the unenforceable provision.

18.6 CoinDCX shall have the right to assign its rights and obligations arising out of or under this
Agreement without the prior consent of the Vendor. Vendor may assign its rights and
obligations to any other third party with prior written consent of CoinDCX.

13
18.7 This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all prior written agreements, understandings and
negotiations, both written and oral, between the Parties with respect to the subject matter of
this Agreement. A representation, inducement, promises, understanding, condition or
warranty not set forth herein has neither been made nor relied upon by any Party hereto.

18.8 Neither this Agreement nor any provision hereof is intended to confer upon any Person other
than the Parties to this Agreement any rights or remedies hereunder.
IN WITNESS WHEREOF the parties hereto have hereunto executed these presents on the day
and the date first hereinafter written.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For Neblio Technologies Private Limited For Cyberintelsys Consulting Services
Private Ltd.

______________________________
Authorized Signatory ______________________
Authorized Signatory
Name and Title-
Sridhar Govardhan Name and Title-

Date-
Date-

14
 ANNEXURE I

SERVICES

The following services would be provided by the Vendor to CoinDCX during the Term -

Deliverable
• Addressing CoinDCX’s needs for technical assistance on Palo Alto Prisma Access and
coordinating and prioritizing timely resolutions with support teams.
• Provide configurations, troubleshooting and best practices to CoinDCX.
• Manage support cases to ensure issues are recorded, tracked, resolved, and follow-ups with
Palo Alto are completed in a timely manner.
• Provide fault isolation and root cause analysis for technical issues.
• Travel to customer site in the event of a critical situation to expedite resolution as required. •
Provide on-call support 12x 5 on an as-needed basis. (9AM – 9PM)
• Providing Monthly Service Reports and quarterly review.
• Assistance in adaption and rollout of new product features to CoinDCX.

Areas Out of Scope

Activities such as, but not limited to, the following are excluded from this service:
• Any Customized Report and Alert configuration requirement from Customer,which is
not part of Prisma Access Platform.
• Integration Other than OEM tested and supported Application/ product. •
Migration of Application servers.
• Taking Backup and Restore.
• Customized Scripting and Regex creation requirement.
• Upgradation on hardware that does not meet the prerequisites.
• Upgradation on operating systems that do not meet prerequisites.
• Any services not clearly specified in the Statement of Work (SOW) or servicesquote.

15
Escalation Procedure
• Level 1: If the project team cannot resolve the conflict within two (2) working days, the Customer
Project
Manager and Cyberintelsys Project Manager will meet to resolve the issue.
• Level 2: If the conflict is not resolved within three (3) working days after being escalated to Level 1,
the
Customer Project Executive will meet with the Cyberintelsys Manager to resolve the issue.
• Level 3: If the conflict is not resolved within three (3) working days after being escalated to Level 2,
the
Customer Executive will meet with the Cyberintelsys Executive to resolve the issue.

Signature Acceptance
In entering into this SOW, Customer is not relying upon any representation made by or
on behalf of Cyberintelsys that is not specified in the SOW, including, without
limitation, the actual or estimated completion date, amount of hours to provide any of
the services, charges to be paid, or the results of any of the services to be provided

16
under this SOW. This SOW (including its Schedules and Annexures) and the
Agreement represent the entire agreement between the parties regarding the subject
matter and replace any prior
oral or written communications or documents related to the same. Each party accepts
the terms of this SOW by signing this SOW by hand or, where recognized by law,
electronically. By such acceptance, each party agrees that no modifications have been
made to this SOW. Once accepted, please return a copy of this document to the
Cyberintelsys address shown below. Any reproduction of this SOW made by reliable
means (for example, photocopy, electronic scan or facsimile) is considered an original
and all Services ordered under this SOW are subject to it.

17
 ANNEXURE II

CHARGES AND PAYMENT TERMS

1. Subject to the terms contained herein, CoinDCX shall pay a sum of INR 4,95,600 to the
Vendor.

2. The Vendor shall submit the invoice to CoinDCX within from the end of each month.

3. CoinDCX shall make payment of all undisputed amounts after making any tax
deductions/adjustments in accordance with the law within thirty (30) days of the receipt of the
invoice from Vendor.

18
19