INSTRUCTIONS FOR COMPLETING THE DOCUMENTATION OF LOAN AGAINST SHARES FACILITY Please Read The Following Instructions Carefully

Instructions for filling up and completing the Loan Against Shares Application Form: 1. Please ensure that the form is complete in all respects and copies of the required documents are attached. 2. Pin code is compulsory in the address details. 3. Please put full signature at the bottom of each page and other places marked for this purpose. 4. Original documents will be required for verification at the time of submission of the form. 5. Please fill all information in capital letters. 6. Please affix (not staple) a passport size photographs (s) on the space provided. Also, provide separate photograph (s) for each Holder/ Partner / Key Management Personnel. 7. All corporates need to furnish a Guarantor and for others Guarantor is required only if the Loan Amount is greater than Rupees one crore. 8. Affix revenue stamp of Rs. one on the promissory note and kindly ensure that the borrower signs across the revenue stamp. Documents Check List. Individual 1. 2. 3. 4. 5.

A passport size photograph. Proof of the Demat Account. Proof of Bank Account Photocopy of PAN Identity proof photocopy of any one of the following (i) Passport (ii) PAN Card (iii) Voter ID (iv) Driving License. (v) Ration Card with frequently used Bank Account and Depository Account in name of the constituent Address Proof-Photocopy of any one of Driving License / Passport / Ration Card / Voter Card / Telephone Bill / Electricity Bill / Bank Statement / Insurance Policy Letter from Banker certifying account number and verification of signature. Copies of Income Tax Returns of last two years

6. 7. 8.

Proprietorship firm 1. 2. All documents and Annexures as required for Individual Affix rubber stamp at appropriate places

Partnership firm 1. 2. 3. 4. 5. 6. 7. 8. Company 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Copy of PAN of the company Copy of PAN / Passport / Voter ID / Ration Card or Driving License of Director / Authorized official Board resolution as per format provided in Annexure 5.Board resolution has to be on letterhead of Company with all blanks filled in including the maximum loan amount to be applied for. Certified true copy of balance sheets for last two years (copy of balance sheet to be submitted ever year) A passport size photograph of the Director / Authorised official. Proof of the Demat Account. Verification / Attestation of signatures of Directors by the Bank List of Directors and Promoters and their residential address. Copy of Memorandum & Articles of Association of the company Networth certificate by a chartered Accountant. Letter from Banker certifying account no. and the period for which the company account has been operative and Attestation of signatures of Promoters/ Directors / Key Managerial Persons. Names of the Whole Time Directors and their residential address. Certified true copy of the Partnership Deed Copy of Pan / Passport / Election ID or Driving License of all Partners / Authorized officials. A passport size photograph of all the partners. Proof of the Demat Account (it should be joint account where all the partners are signatories) Copies of Income Tax Returns of last two years Affix rubber stamp at appropriate places List of all partners and their residential address. Letter from Managing partners in format provided in Annexure 4.

13. 14.

Copies of Income Tax Returns of last two year Affix rubber stamp at appropriate places

DECLARATION 1.
2. 3. 4. 5. 6.

I/We have read and understood the Loan Against Shares Facility, (Loan) terms and conditions. I / We accept and agree to be bound by the said terms and conditions
I/We confirm that I am / we are Resident Indian/s. I/We confirm that the funds will be used for the stated purposes only and will not be used for antisocial purposes and/or purchasing shares of Indiabulls Group. I/We confirm that we are not Directors / Promoters of the companies whose shares have been placed as Security Shares. I/We authorize you to deduct any commission / interest charges, charges etc as and when due, for using the Loan Against Share Facility. I/We understand that the sanction of the Loan Against Shares Facility is at the sole discretion of Indiabulls Financial Services Limited. (Indiabulls) and I / We will execute necessary security documentation as per Companys requirements and to its satisfaction. I/We understand that Indiabulls has the right to recall the Loan Against Shares Facility if it is not used for the stated purposes, and / or is used for antisocial purposes and/or is used for purchasing shares of Indiabulls Group. I/We understand that Indiabulls reserves the absolute right to accept or reject this application in its sole discretion without assigning any reason thereof. If my / our application is rejected, I/We reserve no right to object and accept that no reason need be given for the rejection. If my / our application is rejected, I/We undertake that it will be my /our responsibility to collect back the Security Shares. I/We agree that this information shall remain the property of Indiabulls, whether or not my/our application is finally accepted by Indiabulls. In case of any change in the declared purpose of the use of funds under this facility, I/We undertake to sent prior intimation to Indiabulls. I/We undertake that I/We have submitted at my/our risk this application form and the related security documentation. I/We confirm that all the applicants (including co-applicants) are major. I/We solemnly affirm that the information furnished above is in all respects true, accurate and complete.

7. 8.

9. 10. 11. 12. 13.

I/We undertake to immediately inform you in writing if there is any change in any of the information given in this application or in the Annexure (s) to this application. I / We also declare and agree that if any of the above statement is found to be incorrect or false or any information or particulars have been suppressed or omitted there from Indiabulls shall have the right to recall this Loan against shares facility forthwith without any further notice

. .. .. .. .. .. .. .. .. .. .. .. . Signature

.. .. .. .. .. .. .. .. .. .. .. .. Signature

.. .. .. .. .. .. .. .. .. .. .. .. Signature

Date:..................................................

Date:..................................................

Date:..................................................

Please affix and sign on the photograph 2nd Authorised Representative

Please affix and sign on the photograph 3rd Authorised Representative

Please do not pay in Cash. We accept only Cheque/DD.

(6)

LOAN CUM PLEDGE AGREEMENT

This Loan Cum Pledge Agreement (Agreement) is made and executed between the following parties: Indiabulls Financial Services Limited a company incorporated under the Companies Act 1956 and having its registered Office at F-60, Malhotra Building, IInd Floor, Connaught Place, New Delhi-110 001; hereinafter referred to as the Lender which expression unless repugnant to the context or the meaning thereof, shall mean to include its nominee/s, legal representative/s, successor/s in business, assign/s, administrator/s, executor/s, and liquidator/s etc. of the One Part; And The Borrower as described in the Schedule to this Agreement (hereinafter referred to as the Borrower which expression shall, unless repugnant to the context or meaning thereof shall mean to include his/her/its nominee/s, survivors/s, heir/s, legal representative/s, successor/s in business, assign/s, administrator/s, executor/s and liquidator/s etc). of the Other Part (the Lender and the Borrower are individually referred to as a Party or party and collectively as Parties or parties) WHEREAS the Borrower has requested the Lender to sanction a Loan (hereinafter referred to as the Loan) against the Security/Pledge of shares, of which he/she/it is the legal / beneficial owner (hereinafter referred to as the Security Shares or Securities). The Borrower may, however, bring in additional shares, debentures, security bonds, instruments, etc. as part of Securities covered under this Agreement. AND WHEREAS the Borrower has submitted the Loan Application Form duly filled in and signed. That the Borrower has also signed and agreed to the schedule of charges for the Loan (as more specifically mentioned in Schedule to this Agreement) and which the Borrower undertakes to pay to the Lender. AND WHEREAS The Lender, relying on the information furnished by the Borrower in the Application form, financial details, self certified copies of documents (supplied by the Borrower), representations, undertakings, commitments, indemnity, whether part of this Agreement or otherwise, has agreed to grant to the Borrower a loan as detailed in the Schedule to this Agreement upon the following terms and conditions which shall be binding upon the parties to this Agreement. NOW THIS AGREEMENT WITNESSES AS HEREUNDER:1. Definitions:- In this Agreement unless the meaning or context otherwise requires, the following words and expressions shall have the meaning assigned to them below:Application means and includes the loan application made by the Borrower to the Lender to avail the loan from the Lender and which forms the basis and part of this Agreement. Agreement means and includes this Agreement and schedules/attachment, annexures, the guarantee if provided, the Power of Attorney and shall also include the loan Application made by the Borrower to the Lender for the purpose of obtaining the present loan. The expression Agreement shall also include any supplementary agreement(s), modification(s), alteration(s), addendum(s), attachment(s) and schedule(s) which may be now or subsequently entered into between the parties during the tenure of this Agreement. Availed Loan Amount means the amount drawn by the Borrower at the fixed point of time in question out of the total loan sanctioned to the Borrower by the Lender. Available Loan Amount means the amount of the total loan facility/amount granted to the Borrower by the Lender under this Agreement as reduced by the Availed Loan amount. Business Day means a day (other than a Sunday) on which banks are open for general business in Mumbai. Drawing Power means the amount eligible for Loan after reduction of Margin on the pledged Securities as may be applicable from time to time. Events of Default means and includes the happening of any one or more of the events of default as stipulated in this Agreement. Loan Amount is the amount disbursed from time to time by the Lender to the Borrower, or to any other person on Borrowers behalf or to any person designated by the Borrower, at Lenders sole discretion and on the basis of the Security Shares pledged by the Borrower with the Lender. Month means, a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) (b) if the numerically corresponding day is not a Business day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; The above will only apply to the last Month of any period. Period of Loan is the duration for which loan is granted and which is subject to further extension from time to time as per the sole discretion of the Lender. Power of Attorney means, the power of attorney in favour of the Lender in respect of the Security Shares, in form and substance satisfactory to the Lender.

Borrower Signature .................................................. x

Lender Signature .................................................. x

Present Market Value Of The Securities means the value at which the Security can be readily purchased/sold/traded at that moment from the respective stock exchange(s) where that particular security is listed. Security Margin means the percentage of the value of pledged Securities kept as margin for the loan made available to the Borrower Security Shares or Security or Securities mean(s) and include(s) the shares, debentures, securities, bonds, instruments, etc. which the Borrower keeps as a security or pledge with the Lender as per the terms of this Agreement, including any additional shares, debentures, security bonds, instruments, etc., which the Borrower brings in from time to time, as part of the securities covered under this Agreement. 2. Rules of interpretation:That unless the context otherwise requires:(a) (b) (c) the heading to the clauses in this Agreement shall be read in conformity to the contents of the clause and/or Agreement and in case the same is in contradiction to the terms and conditions of this Agreement then the terms of this Agreement shall have precedence; reference to the days or dates which fall on a banking holiday(s), shall be construed as reference to the next banking day or date which shall immediately precede the bank holiday(s); if the context and interpretation of this Agreement so requires then the reference to singular includes the plural, and any reference to the plural includes the singular and words importing the masculine gender shall include the feminine gender and neuter gender and vice-versa. 3. That the Application and the financial details of the Borrower and the information contained therein, are inter-alia the basis of this Agreement. The Borrower declares that the statement(s) made in the Application and the financial details are true and correct and nothing is false and no material particulars have been concealed there from. Further the copies of the documents (which copies have/may also been/be certified as true copies by the Borrower) are also the basis of this Agreement along with the Application and the Borrower declares that these copies are true copies of their originals and that the originals are genuine documents. It is by these statements/documents and/or representations that the Lender has been induced into by the Borrower to enter into this Agreement. That on the basis of the assurances, representations, undertakings and in consideration of the terms and conditions stated in this Agreement, the Lender has agreed to grant a loan to the Borrower. Further, the parties may amend/enhance/reduce the loan amount at any time by making a suitable written amendment to this effect by way of executing an amended schedule. That the Lender shall have the exclusive right to vary the Security Margin applicable on any Security at any time, without assigning any reason whatsoever, and the same shall be binding on the parties. That the Borrower confirms and undertakes that the Security Shares are / will be the absolute property of the Borrower, that the same are free from all encumbrances and claims at all times during the period of this Agreement and all requisite consents and procedural formalities for keeping them as Security have been complied with and no person other than the Borrower has any right and/or title and/or interest in the same. The Borrower agrees to obtain all consents and permissions to execute such documents, deeds and writings as may be required by the Lender to create the Security for repayment of the said Availed Loan Amount and in addition thereto any cost, charges and expenses that may be due under this Agreement. The stamp duty and registration charges, if any, and as applicable for creation and/or registration of the any documents, deeds writings and documents and transfer deeds as aforesaid shall be borne by the Borrower. The Security Shares will be deposited in a Demat account or will remain in trading account opened with any depository participant / registered broker approved by the Lender on such terms and conditions including the signing of power of attorneys, and letter of instructions and such other documents as may be required and approved by the Lender from time to time. That without prejudice to the provisions of this Agreement the Loan will be available for a period mentioned in the Schedule from the date of this Agreement and the Borrower shall repay the same on or before the expiry of the term. The Lender may, in its absolute and sole discretion, agrees to renew the Loan on the terms and conditions prevalent at the time of renewal. The Borrower hereby agrees and accepts that the Securities, promissory note, this Agreement and other documents and writings executed by the Borrower would be a valid and continuing security by way of an exclusive charge to the Lender for all monies which are due from the Borrower whether under this Agreement or under any other Agreement between the parties. That it is clearly understood and agreed between the parties that the Loan extended under this Agreement is a loan on call and can be recalled by the Lender at any stage by making a demand in writing and the Borrower shall be liable and bound to repay the entire amount due under this Agreement (together with accrued interest till the date of actual payment) and all other amounts due to the Lender as on that date.

4.

5. 6.

7.

8.

9.

10. That interest at the rate mentioned in the Schedule is also payable by the Borrower to the Lender.. That the interest shall be levied from the date of the Loan disbursement cheque and shall be payable till the date of actual repayment. The Lender would not be responsible for any delay on the part of the Borrower to collect and/or deposit the cheque or otherwise. The determination of interest by the Lender from time to time shall be final and conclusive and shall be binding upon the Borrower. Without prejudice to any other rights or remedies which the Lender may have under this Agreement and/or under the prevalent law the Lender may, in the event of any delay or default in the repayment of the loan and/or interest beyond a period of 7 days from the due date, will be entitled to charge an additional interest as stipulated in Schedule on the entire outstanding amount (including the interest). It is hereby specified that the levy of additional interest is no way in the form of a penalty. The Lender reserves its rights to alter, amend, increase and/or vary from time to time the rate of interest and shall promptly notify the Borrower of the determination of a rate of interest under this Agreement and the same shall be accepted by the Borrower. That it is agreed between the parties that the interest and/or additional interest shall become part of, and shall be capitalized with, the principal amount on the 8th day of every calendar month.

Borrower Signature .................................................. x

Lender Signature .................................................. x

(8)

11.

That it shall be the sole responsibility of the Borrower to pay regularly and punctually all amounts (including interest) under this Agreement or otherwise that are payable to the Lender. That the Borrower has handed over/shall hand over post dated cheques towards payment of the interest.

12. That in consideration of the Loan, the Security Shares are hereby pledged in favour of the Lender as an exclusive first charge to the Lender towards repayment of the principal amount of the Loan, interest, costs and any other charges etc. due to the Lender whether payable under this Agreement or under any other agreement between the parties or even otherwise. The Security Shares shall, simultaneously with the signing of this Agreement, be marked as pledged in favour of the Lender in the depository records. The Borrower may withdraw, substitute, replace or add fresh Security Shares, as permitted by the Lender at its sole discretion. 13. The Borrower hereby waives its right to revoke this Agreement and obtain redelivery of the Security Shares or any part or all of it until all the obligations have under this Agreement been paid in full and there are no outstanding obligations of the Borrower.

14. The Borrower has not granted or agreed to grant in favour of any other person any interest in or any option or other rights in respect of any of the Security Shares 15. The Security Shares have been acquired by the Borrower in accordance with applicable laws and all regulatory approvals required for the same have been procured and are in full force and effect.

16. The Borrower will ensure that the Security Shares are free and clear and there is no restriction for the transfer thereof to the Lender under the memorandum and articles of association of the companies, the shares of which have been pledged in terms of this Agreement or otherwise 17. Lender shall be entitled to receive and retain any and all dividends, interest, and other distributions paid in respect of the Security Shares The Borrower hereby irrevocably authorises the Lender to attend any general meeting of members.

18. The Lender shall have the right to further pledge to any financier or lender of the Lender the Securities for the purpose of raising any finance as may be required or for any other purpose. 19. The Lender may at any time and from time to time may by a Power of Attorney or in any other manner delegate to any person or persons or fluctuating body or persons of all or any of the powers, authorities and discretions which are for the time being exercisable by the Lender under this Agreement in relation to the Security Shares or any part thereof and any such delegation may be made upon such terms and conditions (including power to sub delegate) and subject to such regulations as may be necessary or desirable, or that the Lender may request and the Lender shall not in any way be liable or responsible to the Borrower for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

20. That if at any time the Present Market Value Of The Securities pledged/hypothecated/charged to the Lender falls so as to fall below the Security Margin, the Borrower shall within 1 (one) day of date of notice (Margin Call) from the Lender, deposit additional Securities as called upon by the Lender in its absolute and sole discretion keeping in view the Present Market Value Of The Securities and the market forces operating at that point of time. The Margin Call at the option of the Lender shall be sent via telecom, email, letter or alert on Lenders website and shall be deemed to be received once it is sent by one of the modes of communication enumerated above. Further the Lender on the default of the Borrower to furnish the additional Securities or even without waiting for the notice period of one day (in its sole and absolute discretion) may invoke the pledge and may at its discretion sell, dispose off or realize any or all of the Securities without being liable for any loss or damage or diminution in value sustained by the Borrower. Notwithstanding anything mentioned in this Agreement the Lender may, based on its internal risk management processes, issue Margin Calls to the Borrowers. 21. The Lender shall have access to the pledged Securities and shall have the right to use/invoke such security towards repayment in part or full of any other loan/facility and interest accrued and other sums due to the Lender against such loan/facility extended by the Lender to the Borrower; Further the Lender shall have access to the Securities pledged by the Borrower with the Lender for any other outstanding loans as on that date. These pledged Securities shall be used/invoked to set off deficiency in Drawing Power, repayment of Loan Amount, interest and other amounts as may be recoverable from the Borrower under this Agreement at the sole discretion of the Lender; In the event of default in discharge of any liability, under any loan/facility granted by the Lender to the Borrower pursuant to this Agreement, the said default will constitute an Event Of Default on any/all the facilities and in such event the Lender shall be entitled to enforce, at i ts sole and absolute option, all or any of the Securities given by the Borrower and appropriate the enforced proceeds against all or any of the loan/facilities. The Borrower shall provide the necessary documents as may be required by the Lender from time to time for this purpose. 22. The Borrower agrees and undertakes that he shall not be entitled to prepay the Loan Amount in part or full, however in the event he desires to do so, he may do so by giving a prior written notice of not less than 15 Business days to the Lender along with the prepayment charges as listed in the Schedule to this Agreement. 23. The Borrower shall, simultaneously on the signing of this Agreement, issue and hand over to the Lender, an undated cheque for the Loan Amount. The Borrower shall take all steps as may be necessary to ensure that the said undated cheque to be issued by it to the Lender pursuant to the provisions of this Clause, when presented, shall be honored by the bank on which it is drawn. The undated cheque shall be drawn in favour of the Lender payable at any Bank situated at Delhi and the amount due on the cheque shall be deemed to have been received on realization of the cheque. Dishonour / non realization of the said cheque shall render the Borrower and the signatories of the cheque to an action under Section 138 of The Negotiable Instruments Act, 1881 and the Borrower / signatories shall not be entitled to plead that the said cheque was not validly issued. 24. The Loan together with costs and other expenses that may be incurred by the Lender in relation thereto shall be secured by: an irrevocable and unconditional personal guarantee in favour of the Lender by either an Individual Guarantor in such form as may be approved by the Lender, guarantee- ing the Loan amount due from the Borrower to the Lender (including costs, charges and expenses that may be due under this Agreement) or an irrevocable and unconditional corporate guarantee in favour of the Lender by the corporate guarantor in such form as may be approved by the Lender, guaranteeing the Loan amount due from the Borrower to the Lender (including costs, charges and expenses that may be due under this Agreement It shall be optional for the Lender to get the Loan secured by a Guarantor.

Borrower Signature .................................................. x

(9)

Lender Signature .................................................. x

25.

The obligations expressed to be assumed in this Agreement are and will be legal, valid, binding and enforceable against a Borrower, the Borrowers, executors, successors, assigns and estate as if, they had been parties hereto. The rights of the Lender on the Security Shares shall be paramount and the Lender shall be entitled to sell or dispose of the Security Shares on such terms and in such manner as the Lender deems fit, without any objection, interference or hindrance from the Borrower, his/her/its executors, successors, assigns, legal representatives, etc.

26. The Security created under this Agreement has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security. 27. In any proceedings taken in relation to this Agreement, the Borrower will not be entitled to claim for himself or any of his assets immunity from suit,execution, attachment or other legal process. 28. The Lender may assign any of its rights under this Agreement to any person/entity and on such terms and conditions as it in its absolute discretion deems fit. (the New Lender) 29. No Borrower may assign any of his rights or transfer any of his rights or obligations under this Agreement. 30. No provision of this Agreement will: i. interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; ii. oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or iii. oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. iv. absolve the Borrower from reimbursing to the Lender any charges/expenses/taxes or levy(s) imposed by any authority processing fee/assessing fee/committing fee/renewal fee/drafting and documentation fee/stamp duty charges/registration charges/ expenses incurred for valuation and/or maintaining the Securities and all other incidental or co-related expenses which may be incurred by the Lender. 31. The Borrower shall also be liable to reimburse to the Lender all expenses incurred by the Lender for the main taining of its account, including postage charges, accounting charges, documentation charges etc. and/or any charges that may be incurred by the Lender for enforcement of its right(s) under this present Agreement including legal charges, court fees, expenses on advocates fees etc. 32. The Borrower undertakes that he shall accept the authenticity of the accounts maintained by the Lender in confirmation of his entire outstanding and liability. The Borrower shall not question and/or challenge, his outstanding as shown in the statement of account. 33. That time shall be the essence of this Agreement and the performance of this Agreement. 34. That without prejudice to the other rights of the Lender as stated in this Agreement or under law and without prejudice of the right of the Lender to terminate this Agreement and to recall the entire outstanding at any time, the Lender shall also be entitled to terminate the present Agreement on : Non payment/delayed payment of any of the amount (including interest) payable under this Agreement or under any other agreement or other- wise between the Lender and the Borrower. (b) Breach of any of the terms and conditions/covenants/representations/ warranties by the Borrower. (c) Dissolution of the Borrower (in case the same is a partnership firm) (d) Material changes in the management structure of the Borrower, which in the opinion of the Lender is prejudicial to its interest. (e) Any defect or infirmity in any of the Security provided by the Borrower. (f) The happening of any event, which may in the sole opinion of the Lender prejudice the value of the Securities. (g) The dishonour of any negotiable instrument (including cheques) furnished to the Lender by the Borrower. (h) Failure to furnish additional Security, which may be demanded for by the Lender in its sole discretion, at any point of time. (i) If any attachment or defect is levied on the Security provided by the Borrower. (j) Death and/or bankruptcy/insolvency/winding-up of the Borrower. (k) If the Borrower defaults in any of his/its other obligations to pay any further creditor(s). (l) If there exists any other circumstances which in the sole opinion of the Lender may jeopardize its interest and would warrant the recalling of the loan under this Agreement. 35. That without prejudice to the above the Lender in its sole and binding decision be entitled to call for any additional and/or additional substituted Security in case of happening of any event which may in the absolute and sole opinion of the Lender may prejudice its interest or the value/market value of the Security provided or in case in the absolute and sole opinion of the Lender the Securities provided under this Agreement are insufficient. 36. That the Lender shall be entitled to avail all the corporate benefits (including rights/shares/ bonus shares/dividends etc.) on the Securities furnished by the Borrower to the Lender. That in case of issue of any bonus and/or rights issue and/or substituted and/or additional shares and/or debentures etc. the same shall form part of the Security furnished by the Borrower to the Lender and the Borrower shall be entitled to these benefits/Securities on the repayment (in the manner detailed in this Agreement) of the complete outstanding of its dues and it shall not be open for the Borrower to question or challenge the above. 37. 38. That in case any monetary benefit (including dividends) falls due, on any of the Securities furnished by the Borrower then the Lender in such an event shall be entitled to the same and thereafter adjust the same in the outstanding of the Borrower. That the Lender in its sole discretion/decision may also allow the Borrower, to avail directly any such corporate benefit. The Lender will not be respon sible for applying for any corporate benefits on the Securities which might arise on behalf of the Borrower for the Securities. (a)

39. That without prejudice to its other rights, the Lender shall be entitled to recall the loan at any time, without assigning any reason for the same by sending a 2 days notice to the Borrower and the Borrower would be required to clear his complete outstanding within 2 days of the receipt of such notice. 40. That the Borrower shall be entitled to the release of the Security furnished by him on the due repayment of his entire outstanding alongwith all interest(s), charge(s) etc. whether part of this Agreement or otherwise. That the Security shall only be released on the realization of the instrument cheque/bank draft/pay order so furnished by the Borrower.

Borrower Signature .................................................. x

(10)

Lender Signature .................................................. x

41. That the Borrower expressly waives of any requirement of any notice required under this Agreement or otherwise and further undertakes not to challenge/question the decision/discretion/opinion/actions of the Lender which includes liquidating the Securities (or any part thereof) and/or appropriation of the sale proceeds, and/or calling for any additional Security. 42. During the continuance of the pledge of the Security Shares the Borrower as the beneficial owner(s) shall not close his Demat Account mentioned in this Agreement with the depository except with the prior written consent of the Lender. 43. In case the Lender invokes the pledge at its sole discretion, the Borrower unconditionally agrees that the Lender may without prejudice to its other rights in law as a pledgee shall be entitled to have itself registered as beneficial owner of the Security Shares. 44. That in case the sale proceeds (after deduction of all expenses) of the Securities (or any part thereof) exceed the total outstanding of the Borrower whether under this Agreement or under any other agreement(s) executed between the parties or otherwise, then in such an eventuality the excess of such sale proceeds over the outstanding of the Borrower shall be returned to the Borrower by the Lender. That no interest shall be payable on such excess amount and it shall be the sole responsibility of the Borrower to collect the amount from the Lender. 45. That in case the sale proceeds (after deduction of all expenses) are insufficient to cover the total outstanding of the Borrower, the Borrower shall be personally liable for such shortfall and the Lender shall be entitled to recover the shortfall alongwith interest from the Borrower and/or his assets. The Lender will be entitled to liquidation charges for the Securities liquidated as detailed in the Schedule to this Agreement. 46. Close-out : Notwithstanding anything mentioned in this Agreement, if the value of the Security Shares decreases to a level such that the Loan Amount outstanding is such percentage of the Security Margin as may be specified by the Lender from time to time, the Lender shall have the right to forthwith, without any further notice to the Borrower, terminate this Agreement and/or sell the Security Shares. 47 Valuation of the Security Shares : Valuation of the Security Shares will be carried out by the Risk Management Group of the Lender (RMG) daily or at such longer intervals as may be necessary. The RMG may, at its sole discretion, use the latest available quotes from a recognized stock exchange, or, if in the opinion of the RMG, the shares price of a particular company has shown sustained volatility, the average of the daily price quotes from any recognized stock exchange over a period of three months from the date preceding the date of valuation, or the latest share quote, whichever is lower. The RMG`s decision in arriving at the value of the Security Shares shall be final and binding on the Borrower. It shall be the Borrowers obligation to ascertain from the Lender every day the value attributed to the Security Shares so as to restrict the drawings in the Loan Amount in terms of this sanction.

48. That the Borrower shall use the Loan Amount only for a lawful purpose and shall not use the same for any illegal purpose. 49. That the Borrower assures the Lender that he is fully entitled to enter into the present Agreement and borrow the Loan Amount from the Lender. 50. That if at any time the provision/(s) hereof is/are or become/s illegal, invalid or unenforceable under law, then the same shall not in any way effect or impair the legality, validity or enforceability of remaining provisions hereof. 51. No delay in exercising or omission to exercise any right, power or remedy accruing to the Lender upon any default under this Agreement or under any other document/agreement between the Lender and the Borrower, shall impair or prejudice any such right, power or remedy or shall be construed to be waiver thereof or any acquiescence by it in any default, affect or impair any right, power, remedy by the Lender in respect of any other default. Notices and Communications Any notice or other communication to be given by one party to the other under or in connection with this Agreement shall be deemed duly served if delivered personally or sent by confirmed facsimile transmission or by prepaid registered post or email to the addressee at the address / number (if any), of that party set out in the Schedule to this Agreement. Documents which are sent by electronic delivery may be in the form of an electronic mailattachment, or in the form of an available download from the website HTTP:/WWW.INDIABULLS. COM (Website) The Borrower agrees to avail the services rendered by the Lender through the use of the Website. The Lender shall be deemed to have fulfilled any legal obligation to deliver to the Borrower any such document if sent via electronic delivery or if the information is made available in the form of an available download from the Website provided however that the notice of termination specified in the terms here in, shall be in writing. The Borrower under stands that it is his/her/its responsibility to review, upon first receipt, whether delivered to Borrower by mail, E-mail (including any auto replies from the system of the Lender) or other electronicmeans, all confirmation, statements, notices or any other communication or information in the form of available download from the Website. All informa tion contained therein shall be binding upon the Borrower. If the Borrower does not object either in writing or via electronic mail, within 24 hours after any such document is sent to the Borrower, the same shall be deemed to have been correct and the same would be binding on the Borrower. However, the Lender reserves the right, in its absolute discretion, to determine the validity of the Borrowers objection to the transaction, even though such objection is received after the expiry of 24 hours. The Borrower agrees that the Lender will not be responsible for non-receipt of documents sent via electronic delivery due to change in email address of the Borrower. The Borrower also agrees that the Lender shall not take cognizance of out of-office/out-of station auto replies and the Borrower is deemed to have received such electronic mails. Unless the Borrower informs the Lender of the change of the address for communication in writing all notice circulars, communication or mail sent to the existing address shall be deemed to have been received by the Borrower irrespective of whether they are actually received or not. Without prejudice, the Lender may also send any notice to the parties on any additional address(s) to the knowledge of the Lender. Statement of accounts will be put on the website and no other statements would be sent .The Borrower will have the facility to collect the statements by hand on payment of the applicable processing charges. The Borrower agree/s to accept (both in and out of Court/Tribunal/Forum) as conclusive proof of the correctness of any such claim to be due from it, to the Lender under this Agreement a statement of account made out from the books of the Lender, and signed by the manager and/or any other duly authorized officer of the Lender without the production of any other voucher, documents or papers. The Agreement constitutes the entire agreement between the parties and supersedes all previous agreement(s) representation, negotiation, or conversation between the parties. This Agreement cannot be changed, altered or modified, except by a written document executed by the Parties.

52.

53

54.

55. The parties hereby admit that this Agreement has been fully explained to them and they have fully understood the meaning of each and every CLAUSE & CONDITIONS and they have signed this Agreement with full knowledge and understanding of the obligations herein willingly undertaken, agreed and accepted. A copy of this Agreement is being delivered to the Borrower(s) and the Borrower(s) acknowledges the receipt of the same.

Borrower Signature .................................................. x

(11)

Lender Signature .................................................. x

56. Performance: That all terms and conditions of this Agreement, unless otherwise provided, are to be observed and performed at New DELHI. 57. Jurisdiction And Arbitration Any dispute or difference arising under, or in connection with, this Agreement, or any breach thereof, which cannot be settled by friendly negotiation and agreement between the parties, shall be referred to Sole Arbitration at New Delhi, conducted in accordance with the provisions of Arbitration and Conciliation Act, 1996. The Decision of the Sole Arbitrator, to be appointed by the Lender, shall be final and binding on the parties. 58. Execution in Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of such shall together constitute one and the same instrument. This Agreement shall become binding from the date when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories. Execution of this Agreement may be delivered by fax transmission. IN WITNESS WHEREOF the Borrower/s and the Lender have set their respective hands to these presents. LENDER BORROWER

By : Title : Date : Witness :

By : Title : Date : Witness :

Name & address :

Name & address :

(12)

SCHEDULE TO LOAN CUM PLEDGE AGREEMENT

Particulars 1. 2. Name of Borrower Address of Borrower House No./Building Street Name Locality City State Pincode 3. 4. 5. 6. 7. 8. Legal Status of Borrower Rate of Interest : Rate of Additional Interest : Upfront Processing Charges : Prepayment charges Pan Number Individuals/Partnership Firm/Company Details

Borrower Signature .................................................. x

Lender Signature .................................................. x

(13)

IRREVOCABLE POWER OF ATTORNEY

TO ALL TO WHOM THESE PRESENT SHALL COME, I Indian National residing at (Borrower) OR INCASE OF PROPRIETORSHIP FIRM:TO ALL TO WHOM THESE PRESENT SHALL COME, I. years, Indian National residing at proprietor of M/s and having its office at (Borrower) OR INCASE OF PARTNERSHIP FIRM:TO ALL TO WHOM THESE PRESENT SHALL COME WE (1) S/o,D/o,W/o.

S/o,D/o

aged

years,

S/o,D/o,W/o.

aged

aged

years Indian National residing at

(2) .. S/o,D/o,W/o.

aged

years Indian National residing at X.............. X.............. X.............. a company registered under the

carrying on business in partnership in the firm and style of Messrs ................................................................................................ .................... and having our principal place of business at.. OR IN CASE OF COMPANY TO ALL TO WHOM THESE PRESENT SHALL COME WE, Companies Act, 1956 having our Registered .......................(Borrower) SEND GREETINGS ; WHEREAS at my / our request Indiabulls Financial Services Limited (IBFSL) having its registered office at F-60, Malhotra Building, IInd Floor, Connaught Place, New Delhi 110 001 (hereinafter referred to as the Company) has sanctioned to me / us a loan facility (Facility) vide the Loan cum Pledge Agreement dated the......(the said Agreement) made by and between me / us as the Borrower (s) and IBFSL. AND WHEREAS as one of the conditions for sanction of the said Facility and for securing the due repayment by the Borrower (s) of all outstanding in respect of the said Facility together with all costs, charges and expenses in respect thereof, the following shares described in the Schedule have been kept as security (hereinafter called the Securities or Security Shares). AND WHEREAS the Securities are in a dematerialized state in terms of the Depositories Act, 1996 (Depositories Act) and the Depositories and Participants Regulations, 1996 (D & P Regulations) and I am / We are executing this Power of Attorney without in any way affecting the legal lights of the Company as whether as pledgee under the Depositories Act and the D & P Regulations or otherwise howsoever in law ; AND WHEREAS I am / We are now required to execute in favour of the Company in terms of the said Agreement a power of attorney authorizing the Company to deal with the said Securities or any of them and exercise all rights in respect thereof which I / We do in the manner hereinafter appearing. That in this Power of Attorney words not otherwise defined shall have the meaning as defined in the Agreement. NOW KNOW YE ALL AND THESE PRESENTS WITNESS I do/We hereby that in consideration of the company granting the said facility I / We for myself / ourselves and my / our heirs, executors, administrators and / or successors do hereby (notwithstanding and overriding any other authority that might have been issued earlier for any purpose whatsoever) irrevocable nominate, constitute and appoint the Company (Attorney) acting through any of its officers as my / our true and lawful attorney for me / us in my / our name and on my / our behalf and at my / our cost and risk to do, execute, and perform all or any of the following acts, deeds, matters and things (at any point of time as it may deem fit and proper), that is to say : (1) To transfer the said Securities or any of them to the name of the Company or the name of its nominee (s) and / or to transfer, sell or dispose off or otherwise realize or encash the said Securities or any of them as its entire discretion without in any way being liable and / or accountable to me / us and to rectify, remedy and remove any defect in any transfer deed or certificate or any bad delivery or cause therefore and for thepurposes to endorse the same or to sign and execute where required, all transfer forms, contracts declarations and other instruments and writings as may be necessary or expedient for the purpose and give delivery thereof. To appoint or engage any brokers for effecting any such transfer, sale, disposition, realization or encashment, as the case may At any time, to take any action and execute any instrument that the Lender may deem necessary or advisable in pursuance of any term in order to accomplish the purpose of the Agreement and to keep the security expressed to be created by the Agreement in full force and effect. office at (Borrower)

..................................................................................................

(2) be. (3)

X........................................

(14)

X.............

X.............

X.............

X............

(4)

At any time, to exercise all rights and privileges and perform all duties which now or hereafter may appertain to the Borrower as owner of the Security Shares. At any time to further pledge to any financier or lender of the Lender the Securities for the purpose of raising any finance as may be required or for any other purpose. At any time to: (i) to vote at all or any meetings of the shareholders of the Company or otherwise to act as the Borrowers attorney or attorneys representative(s) or proxy(ies) in respect of the Security Shares; and (ii) to appoint any proxy(ies) to represent the Borrower at all or any meetings of the shareholders of the Company with full authority to vote at such meetings in such manner as the attorney may deem fit.

(5)

(6)

At any time, in respect of the issue of further capital, rights Shares or bonus Shares or offers of new Shares of the Company to the Borrower and in the name of the Borrower to execute all forms, documents and papers which may in the opinion of the Attorney be necessary or requisite to enable the Attorney for performance of the obligations under the Agreement. At any time, to execute fresh transfer forms as transferor in respect of all Security Shares, or additional Security Shares in the name of the Borrower including revalidation of blank transfer forms duly signed by the Borrower in respect of Security Shares. At any time, to act in pursuance of and in accordance with the Agreement. At any time, to make such declaration in respect of the Security Shares as may be in the opinion of the said Attorney required or necessary in law. At any time, to appoint and remove at the Attorneys sole absolute pleasure and discretion any substitute for attorneys or agents under such Attorney in respect of all or any of the matters aforesaid in accordance with the Agreement. At any time, to do any act, deed or thing to perfect and maintain the Agreement or liens created thereby including the first priority nature thereof. At any time, to enter into, make, sign, execute, deliver, acknowledge and perform all engagements, contracts, agreements, indentures, papers, documents, writings, things, deeds etc. that may be necessary or proper to be entered into and signed, sealed, executed, delivered, acknowledged and performed for any of the purposes of the Agreement including applications for seeking the regulatory approval As and when required by the Lender convert the Security Shares into marketable lots and for this purpose promptly undertake such actions and execute such documents as may be required for this purpose at the cost of the Company. To act in relation to these premises as fully and effectually in all respects as we the Borrower ourselves could do if personally At any time to sell or dispose of the Security Shares.

(7) (8) (9) (10) (11) (12)

(13) (14)

present. (15)

AND GENERALLY to do, perform and execute all acts, deeds, matters and things relating to or concerning or touching these presents as fully and effectually as if I / We personally present and had done, performed or executed the same myself / ourselves. AND it is hereby declared that the powers and authorities vested hereunder to and / or in favour of the Company may be exercised by any of its officers or employees and the company may sub delegate transfer or assign any or all of its power and authorities to any other persons as it may consider appropriate. AND it is hereby declared that the power of Attorney granted by me/ us is in consideration of the grant of the said Facility to me/us and thus being coupled with interest is irrevocable. AND I / We hereby agree to ratify and confirm all and whatsoever the Company may lawfully do or cause to be done in the premises in pursuance of these presents. This Power of Attorney shall be governed by, and construed in accordance with, the laws of India. IN WITNESS whereof the Borrower has executed his Power of Attorney as a deed this EXECUTED as a DEED and DELIVERED by) day of 2007.

By: Name: Title:

NOTARY

X........................................

(15)

GUARANTEE (Please read instruction number 7 in the list of instruction before signing)
THIS DEED of Guarantee is made on BY Mr. son/daughter of Mr. , aged about years, an Indian National, residing at (the Guarantor which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to mean and include his heirs, executors and successors) OR ________________________,a registered office (the Guarantor which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to mean and include its successors) IN FAVOUR OF INDIABULLS FINANCIAL SERVICES LIMITED a company incorporated under the Companies Act, 1956 and having its registered office at F-60, Malhotra Building, IInd Floor, Connaught Place, New Delhi-110 (the Lender, which expression shall include any person which is a Lender for the purpose of, and in accordance with the Loan cum Pledge Agreement). IT IS AGREED as follows : 1. DEFINITIONS AND INTERPRETATION 1.1 this Terms defined in the Loan cum Pledge Agreement shall, unless otherwise defined in this Deed, bear the same meaning when used in Deed and in addition: Borrower means Collateral Rights means all rights, powers and remedies to the Lender provided by this Deed or by law. Loan cum Pledge Agreement means the Loan cum Pledge agreement dated on or about the date hereof between the Lender and the Borrower. The rules of interpretation contained in clause 1.2 (Construction) of the Loan cum Pledge Agreement shall apply to the construction of this Deed as if expressly set out herein (mutatis mutandis), with each reference to the Loan cum Pledge Agreement being deemed to be a reference to this Deed and a Clause is, unless otherwise stated, a reference to a Clause hereof. GUARANTEE AND INDEMNITY The Guarantor irrevocably and unconditionally: guarantees to the Lender punctual performance by the Borrower of all the Borrowers obligations under the Loan cum Pledge Agreement; undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with the Loan cum Pledge Agreement, the Guarantor, without making any delay or demur, shall within 3 days of demand pay that amount as if he/she were the principal obligor; and guarantees as a primary obligation, to indemnify the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Lender would otherwise have been entitled to recover. Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Loan cum Pledge Agreement. Reinstatement If any payment by the Guarantor or the Borrower or any discharge given by the Lender (whether in respect of the obligations of the Guarantor or the Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event; the liability of the Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and the Lender shall be entitled to recover the value or amount of that security or payment from the Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. Waiver of defences The obligations of the Guarantor under this Clause 2 and the Collateral Rights will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any such obligations under this Clause 2 or any Collateral Rights (without limitations and whether or not known to it or the Lender) including : any time, waiver or consent granted to, or composition with, the Borrower or other person; the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perform, take up or enforce, any rights against, or security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person; any amendment (however fundamental) or replacement of any document or security; any unenforceability, illegality or invalidity of any obligation of any person under any document or security; or any insolvency or similar proceedings. Company incorporated under the Companies Act, 1956, having its at day of month, 2007

X................... X................... X................... X...................

1.2

2. 2.1 2.1.1 2.1.2

2.1.3

2.2

2.3

2.3.1 2.3.2 2.4

2.4.1 2.4.2 2.4.3

2.4.4 2.4.5 2.4.6 2.4.7

X.............................................

(16)

2.5

Immediate recourse The Guarantor waives any right he may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 2. This waiver applies irrespective of any law or any provision of a Loan cum Pledge Agreement to the contrary.

2.6

Deferral of Guarantors rights Until all amounts which may be or become payable by the Borrower under or in connection with the Loan cum Pledge Agreement have been irrevocably paid in full and unless the Lender otherwise directs, the Guarantor will not exercise any rights which he may have by reason of performance by him of his obligations under the Loan cum Pledge Agreement:

2.6.1 2.6.2 2.6.3

to be indemnified by, or to receive any collateral from, the Borrower; to claim any contribution from any other guarantor of the Borrowers obligation under the Loan cum Pledge Agreement; and/or to take benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Loan cum Pledge Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Loan cum Pledge Agreement by the Lender.

2.7

Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

3. 3.1 3.1.1 3.1.2 3.1.3 3.1.4 3.1.5

GUARANTORS REPRESENTATIONS AND UNDERTAKINGS The Guarantor hereby represents and warrants to the Lender and undertakes during the subsistence of this Deed that : the Guarantor has and will have the necessary power to enable the Guarantor to enter into and perform the Guarantors obligations under this Deed; this Deed to which the Guarantor is a party constitutes the Guarantors legal, valid and binding obligations enforceable against him in accordance with its terms; all necessary authorizations to enable the Guarantor to enter into this Deed to which the Guarantor is a party have been obtained and are, and will remain, in full force and effect; the execution, delivery and performance of this Deed to which the Guarantor is a party will not conflict with (a) any agreement binding on him or any of his assets or (b) any applicable laws, rules or regulations; the Guarantor shall not give any guarantees or indemnities (except as required under the Loan cum Pledge Agreement) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person without the prior written consent of the Lender; The Guarantor shall not amend, vary, cancel, terminate, revoke or dissolve the partnership agreement or arrangement he has entered into in respect of his shareholding in any affiliate/associate or the Borrower without the prior written consent of the Lender. The obligations expressed to be assumed in this Deed are and will be legal, valid, binding and enforceable against the Guarantor, the Guarantors heirs, executors, successors and his estate as if, they had been parties hereto. GUARANTORS OBLIGATIONS The obligations of the Guarantor and the Collateral Rights shall not be discharged, impaired or otherwise affected by : any winding-up, dissolution, judicial management, administration or re-organisation of or other change in the Borrower or any other company, corporation, partnership or other person; any of the obligations of any person in respect of the Loan cum Pledge Agreement being at any time illegal, invalid, unenforceable or ineffective; time or other indulgence being granted to the Guarantor or any other company, corporation, partnership or other person; any amendment, variation, waiver or release of any of the obligations of any person in respect of the Loan cum Pledge Agreement; any failure to take or failure to realize the value of any other collateral in respect of the obligations of the Borrower under the Loan cum Pledge Agreement or any release, discharge, exchange or substitution of any such collateral; or any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of the Guarantor hereunder or the Collateral Rights. any change in the situation of the Lender; any bankruptcy, insolvency or death of the Guarantor or the Borrower as the case may be; the absence or deficiency of powers on the part of the Guarantors to give the guarantees and/or indemnities or any irregularity in the exercise of such power; EFFECTIVENESS OF GUARANTEE The rights and remedies of the Lender under this Guarantee shall be cumulative, in addition to and independent of every other guarantee or security which the Lender may at any time hold for the obligations of the Borrower under the Loan cum Pledge Agreement or any rights, powers and remedies provided by law. This Deed shall remain in full force and effect as a continuing arrangement unless and until the Lender discharges it and shall not cease by reason of any intermediate payment or satisfaction of all or any of the obligations of the Borrower under the Loan cum Pledge Agreement or for any other reason; however, if the obligations of the Guarantor under this Deed cease to be continuing for any reason, the liability of the Guarantor at the date of such cessation shall remain, regardless of any subsequent increase or reduction in the obligations of the Borrower under the Loan cum Pledge Agreement.

3.1.6 3.1.7 4. 4.1.1 4.1.2 4.1.3 4.1.4 4.1.5 4.1.6 4.1.7 4.1.8 4.1.9

4.1.10 any revocation of this Guarantee by the Guarantors during the subsistence of the Loan cum Pledge Agreement. 5. 5.1

5.2

X.............................................

(17)

5.3

No failure on the part of the Lender to exercise, or delay on its part in exercising, any Collateral Right shall operate as waiver thereof, nor shall any single or partial exercise of a Collateral Right preclude any further or other exercise of that or any other Collateral Right. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law. Any settlement or discharge given by the Lender to the Guarantor in respect of the Guarantors obligations under this Deed or any other agreement reached between the Lender and the Guarantor in relation to it shall be, and be deemed always to have been, void if any action the faith of which the Lender gave the Guarantor that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provisions of law. The Guarantor hereby agrees that, without the concurrence of the Guarantor, the Borrower and the Lender shall be at liberty to vary, alter or modify the terms and conditions of the Loan cum Pledge Agreement and in particular to defer, postpone or revise the repayment of the Facilities and/or payment of interest and other moneys payable by the Borrower to the Lender on such terms and conditions as may be considered necessary by the Lender including any increase in the rate of interest. The Lender shall also be at liberty to absolutely dispense with or release all or any of the security / securities furnished or required to be furnished by the Borrower to the Lender to secure the Facilities. The Guarantors agree that the liability under this Guarantor shall, in no manner be affected by any such variations, alterations, modifications, waiver, dispensation with or release of security, and that no further consent of the Guarantors is required for giving effect to any such variation alteration, modification, waiver, dispensation with, or release of security. The Guarantor hereby agrees that the Lender shall have full liberty, without notice to the Guarantor and without in any way affecting this Guarantee, to exercise at any time and in any manner any power or powers reserved to the Lender under the Loan cum Pledge Agreement, to enforce or forbear to enforce payment of the Facilities or any part thereto, or interest or other moneys due to the Lender from the Borrower or any of the remedies or securities available to the Lender, to enter into any composition or compound with or to grant time or any other indulgence or facility to the Borrower, to give / grant temporary or extra overdrafts or other advances / credit facilities to the Borrower and to appropriate payments made to it by the Borrower towards repayment / payment of such overdrafts / advances / credit facilities from time to time and the Guarantors shall not be entitled to question such appropriations, or to require the Lender to appropriate such payments towards previous disbursals under the Facilities so as to reduce the liability of the Guarantors hereunder on account of any such payments AND the Guarantors shall not be released by the exercise by the Lender of their liberty in regard to the matters referred to above or by any act or omission on the part of the Lender or by any other matter or thing whatsoever which render the law relating to sureties would but for this provision have the effect of so releasing the Guarantor AND the Guarantor hereby waive in favour of the Lender so far as may be necessary to give effect to any of the provisions of this Guarantee, or the suretyship and other rights which the Guarantor might otherwise be entitled to enforce. The Guarantor also agree that they will not be entitled to the benefit of subrogation vis--vis securities or otherwise until all the moneys due to the Lender under the Facilities are fully repaid / paid. The Guarantee shall be enforceable against the Guarantor notwithstanding that any security or securities comprised in any instrument(s) executed or to be executed in favour of the Lender shall, at the time when the proceedings are taken against the Guarantor on this Guarantee, be outstanding or unrealized or lost. The Guarantor hereby agrees and gives consent to the sale, mortgage on prior, pari-passu or subsequent charge basis, release, etc. of any of the assets by the Borrower from time to time as may be approved by the Lender or the transfer of any of the assets of the Borrower from one unit to the other or to the release or lease out by the Lender any or whole of the assets charged to the Lender on such terms and conditions as the Lender may deem fit and this may be treated as a standing and continuing consent for each and every individual act or transfer, mortgage, release or lease of any of such assets of the Borrower. The Guarantor hereby declare and agree that no separate consent for each such transfer, mortgage, release or lease any of such assets would be necessary in future

5.4

5.5.

5.6.

5.7.

5.8.

5.9.

The rights of the Lender against the Guarantor shall remain in full force and effect notwithstanding any arrangement which may be reached between the Lender and the other guarantor(s), if any, or notwithstanding the release of that other or others from liability and notwithstanding that any time hereafter the other guarantor(s) may cease for any reason whatsoever to be liable to the Lender, the Lender shall be at liberty to require the performance by the Guarantor of their obligations hereunder to the same extent in all respects as if the Guarantor had at all times been solely liable to perform the said obligations. To give effect to this Guarantee, the Lender may act as though the Guarantor were the principal debtors to the Lender. The Guarantor shall not in the event of the liquidation / insolvency of the Borrower prove in competition with the Lender in the liquidation / insolvency proceedings. A certificate in writing signed by a duly authorised official of the Lender shall be conclusive evidence against the Guarantor of the amount for the time being due to the Lender from the Borrower in any action or proceeding brought on this Guarantee against the Guarantors. This Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled with the Lender by the Borrower and shall be valid and binding on the Guarantors and operative until repayment in full of all moneys due to the Lender under the Loan cum Pledge Agreement The Guarantee shall be irrevocable and the obligations of the Guarantor hereunder shall not be conditional on the receipt of any prior notice by the Guarantor or by the Borrower and the demand or notice by the Lender as provided herein below in paragraph 6 in this shall be sufficient notice to or demand on the Guarantor. SUCCESSORS The Lender may at any time assign all or any of its rights and benefits under this Guarantee and this Deed shall remain in effect despite any amalgamation or merger (however effected) relating to the Lender; and references to the Lender shall be deemed to include any assignee or successor in title of the Lender and any person who, under the applicable laws, rules and regulations , has assumed the rights and obligations of the Lender hereunder or to which under such laws, rules and regulations the same have been transferred.

5.10. 5.11. 5.12. 5.13.

5.14

6.

7.

PARTIAL INVALIDITY If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the applicable laws, rules and/or regulations, the legality, validity or enforceability of (a) the remaining provisions of this Deed and (b) such provisions under the applicable laws, rules and/or regulations shall not in any way be affected or impaired thereby.

COSTS AND EXPENSES All the Lenders costs and expenses (including legal fees, stamp duties, registration tax and any value added tax and any liabilities, costs, claims and expenses resulting from any failure to pay or delay in paying any taxes) incurred in connection with the execution or enforcement of this Deed or otherwise in relation to it, shall be reimbursed by the Guarantor on demand on a full indemnity basis together with interest from the date such costs and expenses were incurred to the date of payment calculated on a daily basis at the rate determined in accordance with the provisions of the Loan cum Pledge Agreement. X.............................................

(18)

10.

LAW AND JURISDICTION 10.1 The courts of Delhi shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute). 10.2 10.3 The parties agree that the courts of Delhi are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary. This Clause 10 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

11.

COUNTERPARTS This Deed may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such shall together constitute one and the same instrument. This Deed shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

IN WITNESS WHEREOF this Deed has been signed on behalf of the Lender and executed as a Deed by the Guarantor and is intended to be and is hereby delivered by it as a deed on the date specified above. Either The Guarantor Signed, Sealed and Delivered by)

Mr. in the presence of: OR The Guarantor The Common Seal of has pursuant to the Resolution of its Board of Directors, passed on hereunto been affixed Limited

In the presence of Mr Signed these presents in token thereof

and Mr

, we have

And Authorised person, who has countersigned

The Lender INDIABULLS FINANCIAL SERVICES LIMITED. By : Witnesses 1. Name :

2. Name :

(19)

ANNEXURE - 1
PROMISSORY NOTE To, INDIABULLS FINANCIAL SERVICES LIMITED F-60, Malhotra Building, Connaught Place, New Delhi 110001. ON DEMAND I/WE Financial Services Limited or order, the (jointly & severally) unconditionally promise to pay Indiabulls sum of Rs.________________ (Rupees ) for value received together with interest on such sum from this date onwards at the rate of % per annum payable at monthly rests. Presentment for payment and noting and protest of this Note are hereby unconditionally and irrevocably waived
Affix Revenue stamp of one rupee (borrower to sign accross the revenue stamp)

x .......... x ..........

Rupees: Borrower Signature: Borrower Name: Place: Date:

ANNEXURE - 2
LETTER OF CONTINUITY To INDIABULLS FINANCIAL SERVICES LIMITED F-60, Malhotra Building, Connaught Place, New Delhi-110 001 Dear Sir/s, I/we enclose my/our Promissory Note for Rs. (Rupees only) pay- able on demand which is given to you as security for the repayment by me/us to Indiabulls Financial Services Limited (IBFSL), of any sum now due or which may hereafter be or become due by me/us to IBFSL by way of Loan, interest or any other amount notwithstanding the fact that the Loan may, from time to time, be reduced or extinguished, the intention being that the security shall be continuing security for any borrowing by me/us at any time to IBFSL. Yours faithfully, Borrower Signature: Borrower Name: Place: Date:
(20)
x ...................

ANNEXURE - 3
LETTER OF INSTRUCTION

To, Indiabulls Securities Limited F-60, Malhotra Building Connaught Place New Delhi Dear Sir/Madam,
x ............

I / we hold a demat account client ID

DP ID

with Indiabulls Securities Limited (ISL)

x ............

I/We are holding the securities in the abovementioned demat account and have also executed a Loan Cum Pledge Agreement and Power of Attorney with M/s Indiabulls Financial Services Limited (IBFSL) That these securities (shares, debentures etc) in the abovementioned demat account shall be subject to the exclusive and irrevocable charge of IBFSL, a Company incorporated under the Companies Act, 1956, having its Registered Office at F-60, Malhotra Building, IInd Floor, Connaught Place, New Delhi 110 001. That in view of the above you are requested not to transfer these securities in favour of any person without the written permission of IBFSL. Further IBFSL shall also be entitled on the basis of the Power of attorney executed by me/us to transfer/sell these securities without my/our permission if they may so desire. Kindly note that the instructions given in this letter are irrevocable and are binding on me. Thanking You. Yours Sincerely,

Signature: Name of Borrower

Date:

(21)

ANNEXURE - 4
AUTHORITY LETTER IN FAVOUR OF MANAGING PARTNER / (S)
(To be obtained on pre-printed Letterhead of Firm)

Indiabulls Financial Services Limited. F-60, 2nd Floor, Malhotra Building, Connaught Place, New Delhi 110 001.

Dated ........

Dear Sir,

We, the partners of M/s. ................, a partnership firm, having its office at ........ City............... state ............ (Firm)
x ............

(1) (2) (3)

Hereby authorize Mr. / Ms. and Mr. / Ms.................................................................... (Authorized Persons) to apply for Loan against Share facility(Loan) from Indiabulls Financial Services Limited (Indiabulls) Hereby confirm that the Authorized Persons are jointly and severally authorized on behalf of the Firm to negotiate with Indiabulls the terms and conditions of the documents required to be executed by the Company in connection with the aforesaid Loan. Hereby confirm that the Authorized Persons are jointly and severally authorised on behalf of the Firm to execute all agreements, deeds, documents, undertakings and other writings as may be necessary or required for the purposes aforesaid, and to accept and execute any amendments or modifications to any agreements, deed, documents, undertakings and other writings, including acknowledgement of debt/balance confirmation(s), as and when necessary. Hereby confirm that the Authorized Persons are jointly and severally authorised to resolve any question or difficulty of whatsoever nature as may arise while implementing the resolution and to do all such acts, things, deeds as may be considered necessary, expedient, requisite or proper in the interest of the firm for this purpose

x ............ x ............

(4)

Thank You. Yours truly,

Name Address :

(x) ............ (Signature of Partner)

(x) ............ (Signature of Partner)

(x) ............ (Signature of Partner)

(x) .............. (Signature of Partner)

(Signatures of all the Partners with the rubber stamp required).

(22)

ANNEXURE - 5
DRAFT OF THE RESOLUTION TO BE PASSED AT A MEETING BY THE BOARD OF DIRECTORS OF THE BORROWER FOR ACCEPTANCE AND EXECUTION OF DOCUMENTS

RESOLVED 1. THAT pursuant to section 49, 293 and 372A and all other applicable provisions of the Companies Act 1956 the Company do apply and avail of Loan against Share facility of an maximum amount upto Rs (insert amount in figures) ........................... Rupees (insert amount in words) ................................................ ................................................ from Indiabulls Financial Services Limited (Indiabulls) and avail the loan approved by Indiabulls (Loan) FURTHER THAT the company is duly authorised to avail of Loan Against Share Facility as herein above-mentioned and is duly empowered in that behalf under section 293 of the Companies Act, 1956 and shall at all times ensure that whatever is necessary or required for the purpose of the present loan, the company will comply with the same.

x ............

2.

x ............ x ............

3.

FURTHER THAT the following directors, viz. Shri , Shri , Shri and Shri (the Authorised Directors) be and are hereby jointly and severally authorized on behalf of the Company to accept the said offer of Loan on the terms and conditions contained in the standard documents and agree to such changes and modifications in the said terms and conditions as may be agreed upon between Indiabulls and the Company from time to time and to execute such deeds, documents and other writings as may be necessary or required for this purpose. FURTHER THAT the Authorized Directors be and are hereby jointly and severally authorized on behalf of the Company to negotiate with Indiabulls the terms and conditions of the Documents required to be executed by the Company in connection with the aforesaid Loan.

4.

5.

FURTHER THAT the Authorized Directors be and are hereby jointly and severally authorised to execute all agreements, deeds, documents, undertakings and other writings as may be necessary or required for the purposes aforesaid, and to accept and execute any amendments or modifications to any agreements, deed, documents, undertakings and other writings, including acknowledgement of debt/balance confirmation(s), as and when necessary. FURTHER THAT the Common Seal of the Company be affixed to all deeds, documents or writings as may be required to be executed under the Common Seal in the presence of any one of the Authorized Directors who shall sign the same in token thereof and Company Secretary / authorised person who shall sign / countersign the same in token thereof. FURTHER THAT the authorized Directors be and are hereby jointly and severally authorised to resolve any question or difficulty of whatsoever nature as may arise while implementing the resolution and to do all such acts, things, deeds as may be considered necessary, expedient, requisite or proper in the interest of the Company for giving effect to the resolution.

6.

7.

CERTIFIED TO BE TRUE For YYZ Limited

Director Date : Place :

(23)

FOR OFFICE USE ONLY

Account Code Group Location Introducer Relationship Manager

APPROVED BY Branch/Head Name Signature Date

Printed Date 18-12-07 Version - 1.0