MOTOR VEHICLE AGREEMENT TO SALE/PURCHASE

This Motor Vehicle Sale/Purchase agreement (the “Agreement”) is made on this 16th
day of September, 2023 (“Effective Date”) setting out the terms and conditions upon
which MOHAMED ARIF S (the “Seller” ) R/o D164, 16th Floor, D Block, DLF New Town
Hights Seaport airport Rd, Kakkanad Kochi, Kakkanad , Kakkanad , 682037 shall effect
the sale of the pre-owned Motor Vehicle (“Motor Vehicle”) described under Clause 1
hereunder

TO
Valuedrive Technologies Private Limited (the “Buyer”) with its registered office located
at 8th Floor, Tower A, Capital Business Park, Sohna Road, Sector-48, Gurgaon, Haryana
122018 (each a “Party” and collectively “Parties”).
This Agreement describes the terms related to the sale/purchase of the Motor Vehicle.

WHEREAS
The Seller desires to sell the pre-owned Motor Vehicle through the Platform Spinny;

The Buyer desires to purchase the pre-owned Motor Vehicle offered for sale by the
Seller.

NOW THEREFORE IN CONSIDERATION of the mutual promises and other valuable

consideration exchanged by the Parties as set forth herein, the Parties, intending to be
legally bound, hereby agree as follows:

1.
Details of Motor Vehicle: Seller agrees to sell, transfer and deliver to Buyer, and
Buyer agrees to purchase the Motor Vehicle described below:
The “Motor Vehicle”:

a. Make & Model Name: MARUTI SUZUKI BALENO

b. Engine Number: K12MP4004643
c. Chassis Number: MBHEWB22SLA431119
d. Registration Number: KL07CU3539
e. Registration Year: 2020
f. Registered Owner: MOHAMED ARIF S
g. Insurance Policy: YES

2.
Particulars of Sale: This sale is subject to the following conditions and
representations:
Seller Acknowledges:

a. Seller Email ID: ____________________________________________

b. Mobile No: 9894421800
c. Sale Price: INR 677000
d. Documents Submitted: rc-registration-certificate, insurance-copy, sellers-pancard,
seller-local-address-proof, current-address-proof
e. Pending Documents: manual-guide, pollution-under-control-certificate, invoice,
owner-photographs, company-pancard, company-gst-certificate, company-letter-
head-for-ownership-and-insurance-transfer, company-current-address-proof, form-
29, form-30-front-side, form-35, form-26, form-60, sellers-agreement, application-
of-insurance-transfer, form-28, form-30-back-side, form-28-back-copy, loan-fore-
 closure, bank-issued-no-objection-certificate, sellers-delivery-note, aadhaar-card,
passport-front, passport-back, voter-id-card-front, voter-id-card-back, voter-id-card,
passport, aadhaar-front, aadhaar-back
f. Remarks: ____________________________________________

g. Seller acknowledges the following payments details:

1. Total Sale Price: INR 677000
2. Booking amount paid: INR 674000.0
Payment
S no. Payment Type
Amount
1 Final Payment 674000.0
Total booking amount
674000.0
paid

3. Amount withheld: INR 3000.0

Withheld
S no. Withheld Type
Amount
1 second-key 3000.00
Total amount
3000.0
withheld

4. Deduction amount: INR 0

5. Balance Amount to be paid: INR 3000.0
6. Mode of Payment: Online;

Provided further and to the extent applicable, remittance of the Amount Withheld
shall be contingent upon successful completion/closure of the insurance claim by
the insurer and complete cooperation of the Seller in this regard. In the event that
the insurance claim is rejected by the insurer for any reason whatsoever, the
Seller's right to receive the Amount Withheld shall be forfeited.

h. Date of Delivery: 16-09-2023

i. Place of Delivery: ____________________________________________

The Terms and Conditions shall form a part and parcel of this Agreement and shall be
read in conjunction with the Agreement.

Parties hereto have executed Agreement.

SIGNED, SEALED AND DELIVERED

By the “Seller”
Through its authorised signatory

Name: MOHAMED ARIF S

Mobile Number: 9894421800
Signed At: 16-09-2023 02:36 PM

By the “Buyer”
Through its authorised signatory
 Name: Valuedrive Technologies Private Limited

TERMS AND CONDITIONS

1. Defined Terms:

a. “Date of Delivery” shall have the meaning ascribed to it in the Delivery Note on
which date the Pre-Owned Motor Vehicle is finally delivered to the Buyer;

b. “Motor Vehicle” shall have meaning accorded to the term in Clause 1 of the
Motor Vehicle Agreement To Sale/Purchase.

c. “Support Services” means the automobile support services provided by Buyer;

d. “Spinny Platform” means the website and services that connects Buyers and
Sellers of Motor Vehicles, and is owned and operated by Valuedrive
Technologies Private Limited;

e. “Total Sale Price”: means price determined on the basis of final inspection and
other documents pertaining to the Pre-Owned Motor Vehicle.

2. Inspection:

Buyer offers to purchase the Motor Vehicle on the Total Sale Price as mentioned in
the Motor Vehicle Agreement To Sale/Purchase is contingent upon satisfactory
inspection of the Motor Vehicle prior to taking delivery thereof. The Total Price
offered is subject to the condition of the car on the Effective Date of this
Agreement. If Buyer is not satisfied with the results of the inspection on either: the
(i) Effective Date or (ii) Date of Delivery, Buyer may without liability either: (a) alter
the terms of the original offer/Total Sale Price or (b) terminate this Agreement upon
immediate notice to the Seller.

In this regard, Seller undertakes to disclose all changes, variations, damage,

pilferage or alterations which may have been caused to the Motor Vehicle from the
time of inspection until the Date of Delivery. Upon termination by Buyer, Seller
must refund the Total Amount Paid within One (1) working day from the date of
such termination. After payment of Booking Amount, if Seller cancels the proposed
sale, Seller agrees to pay a cancellation charge of INR _________________ in addition
to the refund of the entire booking amount paid by Buyer towards reserving the
Motor Vehicle. Any delay which is attributable to the Buyer in taking the Date of
Delivery shall not constitute a waiver of the Buyer’s right to terminate or alter the
terms of the original offer upon unsatisfactory inspection of Motor Vehicle prior to
delivery.

3. Insurance Policy:

The Seller agrees to transfer the existing insurance policy pertaining to the Motor
Vehicle which is in force at the time of sale of the Motor Vehicle under this
Agreement. The Policy documents mentioned in clause 7, shall be handed over to
the Buyer along with all documents pertaining to said Motor Vehicle. The Seller
agrees that, under no circumstances, the Seller shall cancel the exiting insurance
policy.

4. Exchange Benefit:
 This exchange benefit shall only be applicable wherein the Seller sells his/her pre-
owned Motor Vehicle and wishes to procure/purchase a Motor Vehicle via the
Spinny Platform and provided that both the transactions happen within 14 calendar
days. To the extent applicable, the Seller may receive an exchange credit along
with an exchange bonus (if any, subject to the Buyer’s discretion). Further, the
exchange benefit shall be subject to the acceptance by the Seller of the quotation
made by the Buyer against the pre-owned Motor Vehicle which is sold/exchanged
by the Seller basis the inspection.

5. Consideration:

a. Seller acknowledges that the Total Sale Price is based on the condition of the
Motor Vehicle and handover of all documents mentioned in clause 7 on the
Date of Delivery and;

b. Buyer shall deduct any charges/fees for Support Services availed by Seller on
the Spinny Platform or otherwise, from the Total Sale Price and;

c. Buyer shall deduct such applicable charges/fees/taxes from the Purchase Price,
as prescribed under the applicable laws. Provided further that, if the conditions
under Section 194Q of the Income Tax Act, 1961 are satisfied, the Buyer shall
be entitled to deduct/withhold such amount as may be prescribed under law.
Provided further that in the event, the Seller does not have a PAN Card or in the
event the Seller fails to file its income tax returns, Buyer shall be entitled to
withhold such amount as may be prescribed under law, and;

d. Buyer shall withhold part of the Total Sale Price, until receipt of the No
Objection Certificate (“NOC”)/clearance proof against loan closure from the
lending bank to which the Motor Vehicle is hypothecated or against any
pending challan(s) or any pending dues against road tax or any other
applicable charges/fees/taxes or against any other dues or liabilities pertaining
to the Motor Vehicle, until the ownership of the Motor Vehicle in the
Registration Certificate is transferred in the name of the end customer.

e. The Total Sale Price shall be exclusive of applicable GST, which shall be payable
by Seller in accordance with the law applicable as on the Effective Date of this
Agreement.

6. Payment:

Buyer shall pay the consideration towards the sale of Motor Vehicle to the Seller’s
Account only. However, the Buyer may transfer the amount to the bank account
such person as may be requested by the Seller or a relative of the Seller on a
specific request to this effect made by the Seller. Provided that such amount shall
only be effected by the Buyer in someone else’s bank account subject to receipt of
self-declaration submitted by the Seller as set out in Annexure-A hereto.

7. Delivery:

The Seller shall deliver the Motor Vehicle and Buyer shall take possession of the
same within two (2) workings days (either in person or through a third party, duly
authorized by Seller) at the Seller’s premises or alternatively at a location agreed
between Parties. At time of delivery of the Motor Vehicle, Seller shall also hand-over
the original registration certificate of the Motor Vehicle. Seller hereby agrees and
undertakes to clear all traffic challans (if any) issued prior to the Date of Delivery
and notify the Buyer of all contractual obligations and/or statutory liability in
relation to Motor Vehicle that remains due and pending as on the Date of Delivery.

8. Title to Motor Vehicle:

Seller agrees to provide all necessary documentation required to process the

transfer of title of the Motor Vehicle from the registered owner to the end customer.
 In furtherance of this purpose, Seller agrees to provide the following documents
and such other documents as may be requested by the Buyer from time to time:

Sl Individual Owned Motor Vehicle for Legal Entity Owned Motor Vehicle for
No. Sale Sale
Proof identity of registered owner (PAN
1 Legal Entity (PAN Card)
CARD)
Proof of residence of registered owner
(Aadhar, Passport Driving License, Voter
ID)
Address Proof of Legal Entity (GST
2
certificate, Utility Bills etc.)
Note: address proof submitted must have
the same address as that on the
registration certificate of registered owner.
Loan closure documentation – copy of Loan closure documentation – copy of
vehicle loan agreement with the vehicle loan agreement with the
Financier/lender bank, NOC & Form 35 Financier/lender bank, NOC & Form 35
from the Financier/lender bank, Form 33 (if from Financier/lender bank, Form 33 (if
applicable). applicable).
3
In the event, Seller does not have the In the event, Seller does not have the
above, Seller agrees to issue a letter above, Seller agrees to issue a letter
authorizing Buyer to liaison with the authorizing Buyer to liaison with the
Financier/lender bank for loan closure and lender bank for loan closure and obtain
obtain NOC. NOC.
Insurance documentation – Name of Insurance documentation – Name of
4
Insurance Policy and term of insurance Insurance Policy and term of insurance
Three signed Form-28 (Application and Three signed Form-28 (Application and
5
Grant of No Objection Certificate) Grant of No Objection Certificate)
Three signed Form-29 (Notice of transfer of Three signed Form-29 (Notice of transfer
6
ownership of a Motor Vehicle) of ownership of a Motor Vehicle)
Three signed Form-30 (Report of transfer of Three signed Form-30 (Report of transfer
7
ownership of a Motor Vehicle) of ownership of a Motor Vehicle)
Three signed Form-26 (Application for the Three signed Form-26 (Application for the
8 issue of duplicate certificate of issue of duplicate certificate of
Registration) if any applicable. Registration) if any applicable.
Three signed Form-20 (Request for change Three signed Form-20 (Request for
9
in Fuel Type) change in Fuel Type)
10 Motor Vehicle Registration Certificate (RC) Motor Vehicle registration certificate (RC)
11 Remarks- Remarks-

Notwithstanding anything contained herein, Seller shall submit all documentation

required for the transfer of the registration certificate in the name of the end-
customer, Buyer agrees to make reasonable efforts to assist the transfer of such
registration certificate within a period of 120-180 days which may vary due to
unavoidable circumstances or any other reason beyond the control of Parties from
the date of delivery. Seller agrees that Buyer has no liability for delay in transfer of
registration certificate for reasons beyond Buyer’s reasonable control, including but
not limited to receiving statutory approval for registration certificate transfer from
the RTO office. Seller agrees to submit the required documents for RC transfer
(either in person or through an authorized representative) with the appropriate RTO
office.

9. Representation and Warranties:

Seller’s Representations: The Seller hereby represents and warrants to the

Buyer that:

a. it has the right to transfer, sell, assign, convey and deliver the Motor Vehicle to
 the Buyer;

b. it has not and shall not enter into any contract or arrangement or create any
encumbrance or other rights in favor of any third party in relation to the Motor
Vehicle on the date of execution of this Contract;

c. there are no pending legal proceedings before any court of competent

jurisdiction or any other government authority in relation to the Motor Vehicle;

d. there are no disputes, claims or liabilities pending, due or threatened in relation

to the Motor Vehicle; and the Motor Vehicle is in good and working condition,
and

e. wishes to sell the Motor Vehicle to the Buyer free of all Encumbrances.

f. If the said Motor Vehicle is hypothecated for any credit facility availed from the
lender, in such cases Seller authorizes the Buyer to:-

i. check the Seller’s CIBIL Score for the purpose of the checking if there are
any outstanding loans and;

ii. Buyer may use the Seller’s PAN number to open the password protected
CIBIL score file and;

iii. Buyer may use the One Time Password (OTP) provided by the Seller out of
its own will, for checking the Seller’s CIBIL Score;

g. Seller hereby unconditionally and irrevocably acknowledges and consents for

the use of such information under sub-clause by the Buyer, and the Seller
waives its right to lay any dispute or claim against use of the information
specified under clause (f) or;

h. The Seller acknowledges and accepts that the Buyer may be required to share
the personal information of the Seller with their vendors, associates , agencies
and other third parties for obtaining CIBIL Score of the Seller

i. The Seller agrees to sell the vehicle on as-is basis at the Total Sale Price
determined post inspection and hand over of all documents;

j. Seller further agrees to assign/transfer/sell existing Insurance policy in lieu of

Total Sale Price;

k. The Seller shall support the Buyer or its affiliates, distributor, dealer or their
e n d customer in claim service/transfer/endorsements as and when required
and;

l. It shall not create any obstruction in transfer of said Motor Vehicle to its
affiliates, distributor, dealer or their end customer and;

m. he/she or its duly authorised representative shall always present before the
competent authorities for transfer or endorsement of the said Motor Vehicle.

n. The Buyer may at its discretion, carry out any such modifications/alterations as
may be required or deemed fit by the Buyer, in order to effect the sale of the
Vehicle to a prospective customer including but not limited to, change in the
fuel type of the Vehicle including compressed natural gas liquid petroleum gas
by fitment of a conversion kit (through a third party, vendor or any
manufacturer) and such change in the fuel type may also result in a change in
the particulars of the RC.

o. Seller agrees and acknowledges to sign and handover all form including but not
limited to Form 20, Form-26, Form-28,Form-29 , Form-30, Form-33 and Form-35
to Buyer at the time of delivery of the Vehicle.

Buyer’s Representation: The Buyer hereby represents and warrants to the Seller
 that:

a. Buyer has inspected the Motor Vehicle and that the Buyer shall complete the
sale transaction subject to Buyer’s complete satisfaction as to the condition of
the Motor Vehicle on the Date of Delivery;

b. upon delivery of the Motor Vehicle by the Seller to the Buyer or any person
determined by the Buyer, all risk and liability in relation to the Motor Vehicle
from such time of delivery shall pass to the Buyer;

c. the Buyer shall be responsible for the insurance of Motor Vehicle from the Date
of Delivery; and

d. the Buyer will make reasonable efforts to complete all formalities in relation to
the transfer of title to the end buyer in accordance with applicable law.

10. Governing Law and Jurisdiction:

The courts of Gurgaon shall have exclusive jurisdiction on the disputes arising from
or in connection with this Agreement. This Agreement shall be governed by and
construed under the laws of India.

11. Entire Agreement:

This Agreement, the Delivery Note and all annexures constitute the entire and final
and exclusive statement of the Agreement between the Parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous discussions,
communications, negotiations and agreements, written or oral, with respect to the
subject matter hereof.

12. Relationship between Parties:

This Agreement is being entered into on a principal-to-principal basis. Nothing in

this Agreement or in any document referred to in it shall constitute any Party a
partner of the other, nor shall the execution, completion and implementation of this
Agreement confer on any Party any power to bind or impose any obligation on the
other Party.

13. Notices:

All notices to be sent by a Party in connection with this Agreement shall be in

writing and shall be delivered by registered post-acknowledgement due to the Party
at the addressed mentioned hereinabove or may be sent on registered email id as
may be notified by Seller to the Buyer in writing from time to time.

14. Assignment:

The Buyer shall be entitled to assign its rights and obligations hereunder to any
person it deems fit without requiring any consent from the Seller. The Seller shall
not be entitled to assign its rights or obligations hereunder.

15. Amendments and Waivers:

No modification or amendment to this Agreement and no waiver of any of the

terms or conditions hereto shall be valid or binding unless made in writing and duly
executed by the Parties.

16. Severability:

If any provision of this Agreement should be held invalid, illegal or unenforceable,

the validity, legality and enforceability of the remaining provisions will not in any
way be affected or impaired thereby, and such provision will be deemed restated to
reflect the original intention of the Parties as nearly as possible in accordance with
 applicable law.

17. Counterparts:

This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement.

Annexure-A

3rd Party Payment Authorization Form

I (the “Seller”), Mr./Mrs. ___________________________________ (Pan No-

_______________________) hereby authorize Valuedrive Technologies Private Limited (the
“Buyer”) to process a payment on my behalf in the name of the below mentioned
person (the “3rd Party”) mentioned below; with respect to the transaction of Motor
Vehicle mentioned hereinunder as per the Motor Vehicle Agreement.

Dated: _______________ Transaction Id (if any) : ________________________

3rd Party Information

Name: ________________________________________ Pan No: ________________________
Address: __________________________________________ Contact: ________________________
Relation: _________________________________ KYC: ____________________________________

Motor Vehicle Details

Registration No.: ____________________________ Engine No.: _____________________________
Chassis No.: _________________________________ Model & Color: _________________________

Payment Information
Payment of: ___________________________________ Bank: ______________________________
Account Number ______________________________________ IFSC Code: ___________________

Representation

I represent and warrant that I am authorized to execute this payment authorization for
the purpose of implementing this transaction. Further I indemnify and hold harmless
the Buyer, the Bank, and the 3rd Party harmless from the damage, loss or claim
resulting from all the authorized actions hereunder.

Disclaimer: No liability can be raised against the Buyer in case of any unauthorized use
of payment.

Signature of Seller______________________________________ Date: __________________

Signature of 3rd Party_____________________________________ Date: _________________