Background:

• The PFP Prospect generates Receivables (as defined below) by providing certain goods and/or services (including products, advertising services, application purchases, in-app purchases or other types of goods and services) (the Prospect Services) to various Counterparties (as defined below) via online marketplaces or ecosystems (Counterparty Ecosystems) or otherwise.
• In order to generate or increase liquidity and improve cashflows, the PFP Prospect wishes to utilise the Early Payment Services through the Operator Platform to facilitate receipt of early payments in relation to the Receivables owed to it by Approved Counterparties by assigning that Receivable to the PFP Operator under this Agreement.
• The PFP Operator provides the Facility (as defined below) on an uncommitted basis and only in relation to Approved Counterparty Ecosystems (as defined below) and Relevant Counterparties (as defined below).
• The approach for accessing the Early Payment Service differs between whether the Early Payment Service relates to an Approved Counterparty Ecosystem or not.
  • Where the Early Payment Service is provided through an Approved Counterparty Ecosystem (the Approved Counterparty Ecosystem Service), the Request shall automatically set out the terms of the assignment of that Receivable, the PFP Prospect’s submission of that Request shall be irrevocable and the PFP Operator shall approve or reject that Request by notifying the PFP Prospect through the Operator Platform, following which the assignment of that Receivable will be effective.
  • Where the Early Payment Service is not provided through an Approved Counterparty Ecosystem (the Alternative Service), upon a Request by the PFP Prospect in relation to a Receivable, the PFP Operator shall provide a proposal outlining the Purchase Price and other terms of any assignment of that Receivable in accordance with the PFP Operator’s internal methodologies. The PFP Prospect may then choose to accept or reject the terms of that proposal, following which the assignment of that Receivable will be effective.
• Any Purchase Price in relation to a Receivable shall (subject to the other terms of this Agreement) only be disbursed by the PFP Operator to the PFP Prospect after the assignment of that Receivable becomes effective.
• Following assignment of any Receivable, the PFP Operator shall have the right to collect and retain that Receivable directly from (in relation to the Approved Counterparty Ecosystem Service) that Approved Counterparty Ecosystem or (in relation to the Alternative Service) a Relevant Counterparty.
• As security for the amount of any Assigned Receivable collected by the PFP Operator being less than the face value of that Assigned Receivable, the PFP Prospect agrees to pledge future Receivables from any Approved Counterparty Ecosystem or any Relevant Counterparty until the PFP Prospect has recovered an amount equal to the face value of that Assigned Receivable in its entirety and any other amounts due under this Agreement.
• The PFP Prospect and the PFP Operator agree to carry out the transactions contemplated in relation to the assignment of Receivables in accordance with this Agreement.

Now, therefore, the PFP Prospect and the PFP Operator agree as follows:

Definitions and interpretation

1.1 Definitions

In this Agreement, the following terms shall have the following meanings (unless the context otherwise requires):

ADGM means the Abu Dhabi Global Market established in accordance with Abu Dhabi Law No. 4 of 2013 in relation to the Abu Dhabi Global Market.

Alternative Service has the meaning given to it in recital D.

Alternative Service Availability Period means (in relation to a Requested Assigned Right requested in relation to the Alternative Service) the period commencing from the date of the Alternative Service Proposal in accordance with Clause 4.1(b) (Acceptance of a Request) until the date specified in the Alternative Service Proposal.

Alternative Service Proposal has the meaning given to it in Clause 4.1(b)(i)(B) (Acceptance of a Request).

Anti-Corruption Law means the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 and any similar laws or regulations in any jurisdiction relating to bribery, corruption or any similar practices.

Approved Counterparty means any person that is:

• (in relation to the Approved Counterparty Ecosystem Service) listed in the Operator Platform; or
• (in relation to the Alternative Service) approved by the PFP Operator in writing.

Approved Counterparty Ecosystem means a Counterparty Ecosystem acceptable to and approved by the PFP Operator.

Approved Counterparty Ecosystem Service has the meaning given to it in recital D.

Assigned Receivable means a Receivable that forms part of the Assigned Rights (the details of which have been (or will be) uploaded on the Operator Platform).

Assigned Right means (in relation to any Receivable) a Relevant Right in relation to that Receivable (including that Receivable) that has been assigned to the PFP Operator in accordance with this Agreement (the details of which have been (or will be) uploaded on the Operator Platform).

Available Balance means (at any time):

• (in relation to the Approved Counterparty Ecosystem Service) the available balance that is automatically populated in the Request; and
• (in relation to the Alternative Service) the available balance set out in the Alternative Service Proposal,

in each case, being 100% of the face value of all Receivables in relation to that Approved Counterparty Ecosystem or that Relevant Counterparty available to the PFP Prospect at that time or any other percentage as determined by the PFP Operator in its absolute discretion (whether agreed or disputed).

Business Day means a day on which banks are open for general business in Abu Dhabi, UAE and (in relation to any payments) the principal financial city of the currency of that payment.

Counterparty Ecosystem has the meaning given to it in the preamble.

Dispute means any dispute, claim, difference or controversy arising out of (or in relation to) this Agreement (including a dispute in relation to any non-contractual obligations arising out of (or in relation to) this Agreement).

Early Payment Service has the meaning given to it in the preamble.

Emirates Movable Collateral Registry means the Emirates Movable Collateral Registry established in accordance with UAE federal law no. 4 of 2020 or any successor.

Etihad Credit Bureau means Al Etihad Credit Bureau established in accordance with UAE federal law no. 6 of 2010 or any successor.

Event of Default means (in relation to any Relevant Right) any failure by a Relevant Counterparty to pay (or the inability of the PFP Operator to collect) any amounts due and payable in relation to that Assigned Receivable in accordance with any applicable Relevant Contract or this Agreement.

Facility means the uncommitted facility granted by the PFP Operator to the PFP Prospect in accordance with this Agreement.

Indemnitee means the PFP Operator or any of its directors, officers, employees, agents, successors and assigns.

Insolvency Event means (in relation to the PFP Prospect or an Approved Counterparty) the Seller or that Approved Counterparty:

• is dissolved (other than in accordance with a consolidation, amalgamation or merger);
• becomes insolvent, is unable to pay its debts or fails or admits in writing its inabilitygenerally to pay its debts as they become due;
• makes a general assignment, arrangement or composition with (or for the benefit of) its creditors;
• institutes (or has instituted against it by a regulator, supervisor or any similar official
  with primary insolvency, rehabilitative or regulatory jurisdiction over it in the
  jurisdiction of its incorporation or organisation or the jurisdiction of its head or home
  office) a proceeding seeking a judgment of insolvency or bankruptcy or any other
  relief under any bankruptcy or insolvency law or other similar law affecting creditors’
  rights (or a petition is presented for its winding-up or liquidation by it or such
  regulator, supervisor or similar official);
• has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy
  or any other relief under any bankruptcy or insolvency law or other similar law
  affecting creditors’ rights or a petition is presented for its winding-up or liquidation,
  and (in the case of any such proceeding or petition instituted or presented against it)
  such proceeding or petition is instituted or presented by a person or entity not
  described in paragraph (d) above and:
  • results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
  • is not dismissed, discharged, stayed or restrained (in each case) within 30 days of the institution or presentation thereof;
• has a resolution passed for its winding-up, official management or liquidation (other than in accordance with a consolidation, amalgamation or merger);
• seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all (or substantially all) its assets;
• has a secured party take possession of all or substantially all its assets or has a
  distress, execution, attachment, sequestration or other legal process levied, enforced
  or sued on or against all or substantially all its assets and such secured party
  maintains possession or any such process is not dismissed, discharged, stayed or
  restrained (in each case) within 30 days thereafter;
• causes or is subject to any event in relation to it which (under the applicable laws of
  any jurisdiction) has an analogous effect to any of the events specified in paragraphs
  (a) to (h); or
• takes any action in furtherance of (or indicating its consent to, approval of, or acquiescence in) any of the foregoing acts.

Loss means any claims, demands, losses, damages, liabilities, actions, suits, proceedings,
costs and expenses (including legal and any other professional advisers’ fees) and any other
liability of whatever nature or description howsoever arising (whether direct or indirect).

Maturity Date means (in relation to a Receivable) the date on which that Receivable
becomes due and payable by the Relevant Counterparty in relation to that Receivable as
specified on the Operator Platform (provided that (if that date is not a Business Day) it shall
instead be the next Business Day).

Notice of Assignment means (in relation to the Alternative Service) a notice of assignment
substantially in the form set out in Schedule 2 (Form of Notice of Assignment) or any other
form acceptable to the PFP Operator.

Operator Account means the account of the PFP Operator specified by the PFP Operator on the Operator Platform from time to time.

Operator Confidential Information means all information in relation to the PFP Operator,
this Agreement and the related agreements and documents and information (whether
contained in the Operator Platform or otherwise) of which the PFP Prospect becomes aware
in its capacity as (or for the purpose of becoming) a PFP Prospect or which is received by the
PFP Prospect in relation to (or for the purpose of becoming the PFP Prospect under) this
Agreement or the Facility from the PFP Operator in whatever form (and includes information
given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information) but excludes
information that:

• is (or becomes) public information other than as a (direct or indirect) result of any breach by the PFP Operator of Clause 19.1 (Operator Confidential Information);
• is identified in writing at the time of delivery as non-confidential by the PFP Operator, any affiliate of the PFP Operator or any of its advisers; or
• is known by the PFP Prospect before the date the information is disclosed to it in
  accordance with this definition or is lawfully obtained by the PFP Prospect after that
  date, from a source which is (as far as the PFP Prospect is aware) unconnected with
  the PFP Operator and which (in either case, as far as the PFP Prospect is aware) has
  not been obtained in breach of (and is not otherwise subject to) any obligation of
  confidentiality.

Operator Platform means the online system to facilitate the Early Payment Service provided
by the PFP Operator (or any of its affiliates) and made available to the PFP Prospect via the
internet site located at such web address as the PFP Operator may notify the PFP Prospect
from time to time.

PFP means a Private Financing Platform as defined under the Guidance on Regulatory
Framework for Private Financing Platforms issued by the ADGM under section 15(2) of the
Financial Services and Markets Regulations 2015 (FSMR).

PFP Framework means the Guidance on Regulatory Framework for Private Financing
Platforms read in conjunction with the relevant ADGM Regulations and Rulebooks of the
Financial Services Regulatory Authority (FSRA) governing the activities of a PFP Operator.

PFP Operator means Funder.ai Technologies Limited, a limited liability company
incorporated in the United Arab Emirates and having its address at Abu Dhabi Global Market
Square, Al Maryah Island, Abu Dhabi, UAE, as authorized by the ADGM under the PFP
Framework to carry on the Regulated Activity of Operating a Private Financing Platform (as
defined in Schedule 1, Chapter 17C, Section 73E of FSMR).

PFP Prospect means a body corporate seeking the Early Payment Service of the PFP Operator and complies with the PFP Framework.

Pledged Receivable means a Receivable that forms part of the Pledged Rights.

Pledged Right means (in relation to any Assigned Receivable) a Relevant Right in relation to
a Receivable that is not an Assigned Receivable (including that Receivable) that is subject to
a Security Interest in favour of the PFP Operator as security for the payment of that Assigned
Receivable in accordance with Clause 0 (Security Interests) (the details of which have been
(or will be) uploaded on the Operator Platform).

Prospect’s Account means the account of the PFP Prospect specified on the Operator
Platform or any other account notified by the PFP Prospect to the PFP Operator in writing
from time to time.

Prospect Confidential Information means all information in relation to the PFP Prospect,
this Agreement, any Relevant Rights or any Relevant Contract of which the PFP Operator
becomes aware in its capacity as (or for the purpose of becoming) a PFP Operator or which is
received by the PFP Operator in relation to (or for the purpose of becoming the PFP Operator
under) this Agreement or the Facility from the Seller in whatever form (and includes
information given orally and any document, electronic file or any other way of representing or
recording information which contains or is derived or copied from such information) but
excludes information that:

• is (or becomes) public information other than as a (direct or indirect) result of any
  breach by the PFP Prospect of Clause 19.2 (Prospect Confidential Information);
• is identified in writing at the time of delivery as non-confidential by the PFP Prospect, any affiliate of the PFP Prospect or any of its advisers; or
• is known by the PFP Operator before the date the information is disclosed to it in
  accordance with this definition or is lawfully obtained by the PFP Operator after that
  date, from a source which is (as far as the PFP Operator is aware) unconnected with
  the PFP Prospect and which (in either case, as far as the PFP Operator is aware) has
  not been obtained in breach of (and is not otherwise subject to) any obligation of
  confidentiality.

Prospect Services has the meaning given to it in the preamble.

Purchase Commission means (in relation to any Receivable) the applicable fees owed to
the PFP Operator by the PFP Prospect (including VAT) for providing any Purchase Price
under this Agreement in relation to that Receivable, that is:

• (in relation to the Approved Counterparty Ecosystem Service) populated in the
  Request in relation to that Receivable (including “Est Fees (inc VAT)”); and
• (in relation to the Alternative Service) specified in the Alternative Service Proposal in relation to that Receivable.

Purchase Date means (in relation to any Receivable) the date on which that Receivable
becomes an Assigned Receivable (provided that (if that date is not a Business Day) it shall
instead be the next Business Day).

Purchase Price means (in relation to any Receivable) the purchase price of that Receivable, being the principal amount of that Receivable minus the Purchase Commission payable by
the PFP Operator in relation to that Receivable in accordance with Clause 4.3 (Payment of
the Purchase Price).

Purchase Price Initial Instalment means (in relation to any Receivable) the Purchase Price Relevant Percentage of the Purchase Price (excluding, for this purpose only the Purchase
Commission) in relation to that Receivable minus the Purchase Commission in relation to that
Receivable (which is an amount calculated as per the following formula (Purchase Price
Relevant Percentage x value of that Receivable) – Purchase Commission). By way of
illustration, if the amount of the Receivable is USD100 and the Purchase Commission is
USD2, then the Purchase Price would be equal to USD98. Furthermore, if the Purchase Price
Relevant Percentage is 80%, then the Purchase Price Initial Instalment would be equal to
USD78 (i.e. (80% x 100) – 2).

Purchase Price Relevant Percentage means (in relation to any Receivable) a percentage of
the face value of that Receivable:

• (in relation to the Approved Counterparty Ecosystem Service) being the amount of
  the “Available Balance” as a percentage of the “Net Receivable” as populated in the
  Request in relation to that Receivable; and
• (in relation to the Alternative Service) as specified in the Alternative Service Proposal
  in relation to that Receivable.

Purchase Price Final Instalment means (in relation to an Assigned Receivable) the
Purchase Price in relation to that Assigned Receivable less Purchase Price Initial Instalment
in relation to that Assigned Receivable.

Receivable means any amount owed (at present or in future) by a Relevant Counterparty to
the PFP Prospect or (following its assignment (at present or in future) to the PFP Operator in
accordance with this Agreement) the PFP Operator in relation to any Prospect Service.

Recourse Event means (in relation to an Approved Counterparty or any Receivable) the
occurrence of any of the following events:

• any dispute, claim, offset, recoupment, defence, counterclaim or any other reason
  (including returns of goods) in relation to an Event of Default, regardless of whether
  the same is an amount greater than, equal to or less than the face value of the
  Assigned Receivable, whether such reason is bona fide or not and whether the same
  (in whole or in part) relates to an unpaid Assigned Receivable or any other
  Receivable;
• an act of God, force majeure, acts of restraint of public authorities, whether foreign or domestic, civil strife, war or currency restrictions or fluctuations;
• any representation, statement or warranty made by the PFP Prospect to PFP
  Operator in this Agreement or otherwise is (or proves to have been) incorrect when
  made or deemed to be made;
• (after the Purchase Date) the outstanding face value of an Assigned Receivable is
  reduced or cancelled for any reason (including as a result of any defective or rejected
  or returned Prospect Services, any discount, credit or any adjustment or otherwise
  (for any reason) by the PFP Prospect or as a result of a set-off in relation to any claim
  by any person or entity (whether such claim arises out of the same or a related
  transaction or an unrelated transaction);
• a breach by the PFP Prospect of any obligation set out in this Agreement or any other
  document executed in accordance with (or in relation to) this Agreement;
• a breach by a Relevant Counterparty of any obligation in relation to a Relevant Right
  or Relevant Contract;
• the assignment or Security Interest contemplated by this Agreement becomes invalid or unenforceable for any reason;
• an Insolvency Event; and
• any other event resulting in an Event of Default.

Relevant Contract means an agreement between the PFP Prospect and an Approved
Counterparty in relation to the provision of the Prospect Services and contains Relevant
Rights that are (or are proposed to be) Assigned Rights or Pledged Rights.

Relevant Counterparty means an Approved Counterparty that:

• (in relation to the Approved Counterparty Ecosystem Service) participates in that Approved Counterparty Ecosystem; and/or
• (in relation to the Alternative Service) is a party to a Relevant Contract.

Relevant Rights means (in relation to each Relevant Contract) all rights, benefits, title and
interest (present and future, actual or contingent) in and to that Relevant Contract including:

• each Receivable,
• all claims, rights and remedies all claims, rights and remedies of the PFP Prospect
  arising out of (or in relation to) a breach of or default under (or in relation to) that
  Relevant Contract or any indemnity payments (to the extent they relate to the
  payment of each Receivable); and
• any Security Document.

Repurchase Notice means (in relation to any Assigned Right) a notice from the PFP
Operator to the PFP Prospect requiring it to accept re-assignment absolutely of that Assigned
Right made or delivered:

• (in relation to the Approved Counterparty Ecosystem Service) electronically through
  the Operator Platform or via email; and
• (in relation to the Alternative Service) electronically through the Operator Platform or
  via email, in the form set out it in Schedule 3 (Form of Repurchase Notice) or any
  other form acceptable to the PFP Operator,

(in each case, in accordance with this Agreement).

Repurchase Price means (in relation to any Assigned Right) the repurchase price specified
in the Repurchase Notice in relation to that Assigned Right, being:

• the amount of the Assigned Receivable in relation to that Assigned Right that has not
  been received by the PFP Operator on the date of the relevant Repurchase Notice;
  less
• the Purchase Price Final Instalment in relation to that Assigned Right.

Request means (in relation to a Requested Assigned Right) an irrevocable request by the PFP Prospect to assign absolutely that Requested Assigned Right made or delivered:

• (in relation to the Approved Counterparty Ecosystem Service) electronically through
  the Operator Platform; and
• (in relation to the Alternative Service) electronically through the Operator Platform, in
  the form set out it in Schedule 1 (Form of Request) or any other form acceptable to
  the PFP Operator,

(in each case, in accordance with this Agreement).

Requested Assigned Right means any Relevant Right requested to be assigned in a
Request until such time as that Relevant Right is an Assigned Right or rejected for
assignment by the PFP Operator.

Requested Assigned Receivable means a Receivable forming part of any Requested
Assigned Right.

Request Date means (in relation to a Relevant Right) the date on which a Request is
submitted to the PFP Operator in relation to that Relevant Right.

Sanctions has the meaning given to it in Clause 15.2 (Sanctions).

Security Documents means (in relation to any Assigned Right) any indemnity, guarantee or other form of credit enhancement or any Security Interest in relation to that Assigned Right.

Security Interest means a mortgage, charge of any kind, pledge, lien or other encumbrance
securing any obligation of any person or any other type of preferential arrangement (including
title transfer, trust and retention arrangements) having a similar effect.

Total Facility Limit means:

• (in relation to the Approved Counterparty Ecosystem Service) the limit specified in the Request; and
• (in relation to the Alternative Service) the limit specified in the latest Alternative Service Proposal.

UAE means the United Arab Emirates.

VAT means any value-added tax or any other tax of a similar nature imposed under any applicable law.

1.2 Construction

Unless a contrary indication appears, any reference in this Agreement to:

• assets includes present and future properties, revenues and rights of every description;
• the PFP Operator or the PFP Operator shall be construed so as to include their
  respective successors in title (including successors by merger or by operation of law),
  permitted assigns and permitted transferees;
• a communication to be made or delivered in relation to this Agreement shall be
  construed so as to include an instruction, direction, notice, demand, document or
  other information to be made or delivered in relation to this Agreement;
• the PFP Operator shall be construed so as to include the PFP Operator ‘s authorised
  persons and (in circumstances where there is more than one person acting as the
  PFP Operator) the PFP Operator shall be construed as a reference to each such
  person (jointly and severally);
• a document is a reference to the same as amended, varied, supplemented, replaced
  or restated in any manner from time to time (in each case) as interpreted by the PFP
  Operator;
• the words include(s), including and in particular shall be construed as being by
  way of illustration or emphasis only and shall not be construed as, nor shall they take
  effect as, limiting the generality of any preceding words;
• a provision of law is a reference to any applicable local or foreign law, regulation, ordinance, decree or treaty as amended or re-enacted from time to time;
• a liability includes any obligation whether incurred as principal or as surety (whether
  or not in relation to indebtedness, whether present or future, actual or contingent and
  whether owed jointly or severally) or in any other capacity;
• a person includes any individual, firm, company, corporation, government, state or
  agency of a state or any association, joint venture, consortium, partnership, sole
  proprietor or other entity (whether or not having a separate legal personality);
• a regulation includes any regulation, rule, official directive, requirement or guideline
  (whether or not having the force of law) of any governmental, intergovernmental or
  supranational body, agency, department or of any regulatory, self-regulatory or other
  authority or organisation; and
• a time of day is a reference to Abu Dhabi time

Early Payment Services

The PFP Operator agrees to make available to the PFP Prospect (on an uncommitted basis)
a Facility in accordance with which the PFP Prospect may (from time to time) request to
assign to the PFP Operator any Requested Assigned Rights and the PFP Operator may
(subject to being satisfied (in its absolute discretion)) agree to accept such assignment in
accordance with this Agreement.

Requests

3.1 Delivery of a Request

Subject to Clause 3.2 (Conditions precedent to a Request), the PFP Prospect may utilise the
Facility in relation to a Requested Assigned Right by submitting to the PFP Operator a duly
completed Request.

3.2 Conditions precedent to a Request

3.2.1 The PFP Prospect may not deliver a Request under Clause 3.1 (Delivery of a Request) in
relation to any Requested Assigned Rights unless the following conditions have been
satisfied (or waived by the PFP Operator) in form and substance satisfactory to the PFP
Operator:

• • the PFP Operator has received:
    • the PFP Prospect’s constitutional documents or (as applicable) approved identification card;
    • (if applicable) a power of attorney or corporate resolution(s) of the PFP
      Prospect approving and authorising the entry into this Agreement and the
      transactions contemplated thereby;
    • a specimen of the signature of each authorised signatory of the PFP Prospect;
    • the PFP Prospect’s VAT registration certificate (if any);
    • the PFP Prospect’s trade and/or commercial licence (if any);
    • a signed and certified copy of an account authorisation letter; and
    • any other document or assurance that the PFP Operator may reasonably require;
  • (in relation to the Approved Counterparty Ecosystem Service):
    • the aggregate face value of all Requested Assigned Receivables in relation
      to that Request (shown in the Operator Platform as the “Total Invoice Amount
      or Requested Amount”);
    • the Purchase Price Relevant Percentage in relation to all Requested
      Assigned Receivables (shown in the Operator Platform as the “Est Advance
      (AED)”);
    • the aggregate Purchase Price Initial Instalment in relation to all Requested
      Assigned Receivables in relation to that Request (shown in the Operator
      Platform as “Est. Payment (AED)”);
    • the aggregate Purchase Commission in relation to all Requested Assigned
      Receivables in relation to that Request (shown in the Operator Platform as
      “Est. Fees (inc VAT)”);
    • the invoice number of each invoice in relation to all Requested Assigned
      Receivables in relation to that Request, notwithstanding the foregoing, the
      PFP Operator may at its sole discretion defer the requirement of submission
      of invoice number if the invoice numbers are not available with the PFP
      Prospect at the time of submission of the Request;
    • a link to the copy of each invoice in relation to all Requested Assigned
      Receivables in relation to that Request, notwithstanding the foregoing, the
      PFP Operator may at its sole discretion defer the requirement of submission
      of invoice number if the invoice copies are not available with the PFP
      Prospect at the time of submission of the Request;
    • the Maturity Date of each invoice in relation to all Requested Assigned
      Receivables in relation to that Request (shown in the Operator Platform as
      “Due Date”),

(in each case) as set out and populated on the “request” screen of the Operator Platform;

• (in relation to the Alternative Service) the PFP Operator has received:
  • copies (certified, if requested by the PFP Operator) of each Relevant
    Contract in relation to such Requested Assigned Rights (together with any
    invoices issued in relation to such Requested Assigned Rights); and
  • details of such Requested Assigned Rights, including the principal amount of
    such Requested Assigned Rights and the Maturity Date of such Requested
    Assigned Rights; and
• the counterparty in relation to such Requested Assigned Rights is a Relevant
  Counterparty and such Requested Assigned Rights conform to the PFP Operator’s
  requirements set out from time to time;
• the Relevant Counterparty in relation to such Requested Assigned Rights has not
  issued a request to suspend or delay payments or a termination notice in relation to
  the Prospect Services or any Requested Assigned Rights, any other Assigned Rights
  or any Receivable in relation to such Requested Assigned Rights or any other
  Assigned Rights; and
• the Relevant Counterparty in relation to such Requested Assigned Rights has not
  otherwise communicated to the PFP Prospect and/or to the PFP Operator that it will
  not adhere to the payment obligations under the Relevant Contract or any Receivable
  in relation to such Requested Assigned Rights or any other Assigned Rights.

Facility

4.1 Acceptance of a Request

Following receipt of a Request in relation to any Requested Assigned Rights:

• (in relation to the Approved Counterparty Ecosystem Service):
  • a ticket will be created for that Request and shown on the ‘Under Review’
    section in the Operator Platform;
  • the PFP Operator may (in its sole discretion) accept or reject that Request through the Operator Platform;
  • the Request shall be deemed accepted by the PFP Operator once the ticket
    is listed in the “Approved” section in the Operator Platform; and
  • the acceptance of the Request by the PFP Operator has the effect of
    automatically assigning all Relevant Rights in relation to the Receivable
    subject to that Request to the PFP Operator without any further action and in
    accordance with Clause 0 (True assignment of Assigned Rights); and
• (in relation to the Alternative Service):
  • the PFP Operator may (in its sole discretion):
    • accept that Request and confirm to the PFP Prospect which
      Requested Assigned Rights it will accept to be assigned in
      accordance with this Agreement;
    • provide to the PFP Prospect a proposal setting out the terms of any
      assignment of such Requested Assigned Rights (based on that
      accepted Requested Assigned Rights and the Available Balance)
      including the Purchase Price, the Purchase Commission, the
      Alternative Service Availability Period, the Total Facility Limit and
      other terms as deemed necessary by PFP Operator (including
      whether an assignment will be on a disclosed or undisclosed basis
      and whether a Notice of Assignment is required under Clause 4.2(h))
      (the Alternative Service Proposal);
  • the PFP Prospect may (within the Alternative Service Availability Period)
    accept that Alternative Service Proposal by confirming its acceptance to the
    PFP Operator in writing in any form acceptable by the PFP Operator;
  • the PFP Operator may (from time to time prior to the acceptance of any
    Alternative Service Proposal in accordance with Clause 4.1(b)(ii)
    (Acceptance of a Request)) amend or modify any term in the Alternative
    Service Proposal (at its sole discretion); and
  • the acceptance of the Alternative Service Proposal by the PFP Prospect has
    the effect of automatically assigning all Relevant Rights in relation to the
    Receivable subject to that Request to the PFP Operator without any further
    action and in accordance with Clause 0 (True assignment of Assigned
    Rights).

4.2 Conditions precedent to the payment of the Purchase Price

The PFP Operator shall only be obliged to pay all or any part of the Purchase Price in relation
to any Requested Assigned Right in accordance with Clause 4.3 (Payment of the Purchase
Price) if (on the Request Date and the proposed Purchase Date) the following conditions have
been met (or waived) in form and substance satisfactory to the PFP Operator:

• (in relation to the Approved Counterparty Ecosystem Service) the Request has been
  accepted by the PFP Operator in accordance with Clause 4.1(a) (Acceptance of a
  Request);:
• (in relation to the Alternative Service) the Alternative Service Proposal has been
  accepted by the PFP Prospect in accordance with this Agreement and that
  Alternative Service Proposal;
  :
• no Recourse Event or potential Recourse Event has occurred in relation to that
  Requested Assigned Right;
• the representation and warranties made by the PFP Prospect under Clause 0
  (Representations and Warranties), Clause 15.1.1 (Anti-Corruption Laws) and Clause
  15.2.1 (Sanctions) are true in all respects;
• no Assigned Receivables remain unpaid after the Maturity Date in relation to such
  Assigned Receivables;
• the Total Facility Limit would not be exceeded;
• all fees and other amounts then due and payable by the PFP Prospect to the PFP
  Operator under this Agreement (other than any fees that would be deducted from the
  Purchase Price) have been paid;
• (in relation to the Alternative Service):
  • (where the relevant Alternative Service Proposal requires that the assignment
    be on a disclosed basis) a signed and dated Notice of Assignment along with
    an acknowledgment signed by the Relevant Counterparty, or
  • (where the relevant Alternative Service Proposal requires that the assignment
    be on an undisclosed basis) a signed but undated Notice of Assignment;
• evidence that the PFP Prospect has complied with its obligations in Clause 5.1(b)
  (Collection of Receivables); and
• each Security Document requested by the PFP Operator under Clause 0 (Security
  Interests) has been executed and perfected in favour of the PFP Operator.

4.3 Payment of the Purchase Price

Subject to Clauses 4.1 (Facility), Clause 4.2 (Conditions precedent to the payment of the
Purchase Price) and 22.2 (Miscellaneous), the PFP Operator shall pay the Purchase Price in
relation to any Assigned Receivable as follows:

• the Purchase Price Initial Instalment on the Purchase Date; and
• (subject to Clause 22.2 (Miscellaneous)) the Purchase Price Final Instalment on the
  date on which the PFP Operator receives the full amount of that Assigned Receivable
  and any other outstanding payments in relation to that Assigned Receivable from the
  Approved Counterparty Ecosystems or the Relevant Counterparty (as applicable).
  :

4.4 Purchase Commission

4.4.1 The Parties acknowledge that the PFP Operator shall be entitled to a Purchase Commission
on each Assigned Receivable, which shall be taken into account in Purchase Price.

4.4.2 The amount of any Purchase Commission is non-refundable.

4.5 Purpose

The PFP Prospect will apply all proceeds of each Purchase Price under this Agreement solely
to its business and commercial endeavours and shall not use such proceeds for any
household, personal or any other purposes.

4.6 Characterisation

The payment of the Purchase Price made by the PFP Operator to the PFP Prospect under
this Agreement shall be treated as a non-interest bearing acquisition facility in a form of a
contractual assignment of any Assigned Receivables and not as a loan by the PFP Operator
to the PFP Prospect.

Collection of Receivables

5.1 Upon acceptance of (in relation to the Approved Counterparty Ecosystem Service) a Request
or (in relation to the Alternative Service) an Alternative Service Proposal:

• (if required by the PFP Operator) the PFP Operator shall appoint the PFP Prospect
  as its agent to administer each Relevant Contract and collect each Assigned
  Receivable and Pledged Receivable, with a fiduciary duty to account to the PFP
  Operator in relation to that Assigned Receivable;
• the PFP Prospect shall (irrespective of whether any Notice of Assignment has been
  given to a Relevant Counterparty or whether any Assigned Receivable is being
  purchased on an undisclosed basis):
  • inform and instruct each Relevant Counterparty to make any payments in
    relation to any Assigned Receivable or any Pledged Receivable directly into
    the Operator Account and modify its payment information provided to each
    Relevant Counterparty to that effect;
  • procure payment by each Relevant Counterparty of any Assigned Receivable
    or any Pledged Receivable directly into the Operator Account; and
  • ensure that any invoice in relation to any Assigned Receivable or any
    Pledged Receivable contains an instruction for the Relevant Counterparty to
    pay such invoiced amounts into the Operator Account and into no other
    account.

5.2 The PFP Prospect shall (as agent of the PFP Operator):

• take all reasonable steps to ensure the collection of each Assigned Receivable and
  each Pledged Receivable and any taxes in relation to each Assigned Receivable and
  each Pledged Receivable;
• take and comply with the PFP Operator’s instructions in relation to the variation or
  adjustment of any Assigned Receivable or any Pledged Receivable under any
  Relevant Contract; and
• not agree with any Relevant Counterparty to any variation or adjustment to any
  Assigned Receivable or any Pledged Receivable (without the PFP Operator’s prior
  written consent).

5.3 The PFP Prospect shall:

• keep full and accurate records in relation to the billing and collection of each
  Assigned Receivable and each Pledged Receivable;
• (on reasonable notice from the PFP Operator) make those records available during
  normal business hours if required by the PFP Operator for inspection and copying;
• (promptly) notify the PFP Operator if any part of any Assigned Receivable or any
  Pledged Receivable is not paid in full on or before the Maturity Date; and
• take such action on the PFP Operator’s behalf as the PFP Operator may request to
  procure payment in full into the Operator Account.

5.4 Without prejudice to Clause 0 (Approved Counterparty Ecosystem access), the PFP Operator
may access the PFP Prospect’s premises, accounts and/or electronic systems for the
purposes of auditing the collection procedures used by the PFP Prospect for the collection of
any Assigned Receivable or any Pledged Receivable. The PFP Prospect shall use its
reasonable endeavours to assist any such audit.

5.5 The PFP Prospect shall indemnify the PFP Operator for any Loss suffered or incurred by the
PFP Operator arising out of (or in relation to) a breach by the PFP Prospect of this Clause 0
(Collection of Receivables).

5.6 The PFP Prospect shall not be entitled to any fee or commission for acting as the PFP
Operator’s agent nor shall it be entitled to be indemnified for any Loss it suffers or incurs as
the PFP Operator’s agent (other than as expressly set out in this Agreement).

Security Interests

In relation to any Assigned Receivable, the PFP Prospect shall (to the extent required by the
PFP Operator):

• grant any Security Interest over any (present or future) Relevant Rights that are not
  Assigned Rights in favour of the PFP Operator to be enforced by the PFP Operator in
  case of an Event of Default in relation to that Assigned Receivable; and
• grant or procure the granting of any indemnity, guarantee or other form of credit
  enhancement (including any security cheque in favour of the PFP Operator) or any
  Security Interest in relation to that Assigned Receivable.

Notice of Assignment

If (in relation to an Assigned Receivable):

• a Notice of Assignment is required under Clause 4.2(h)(ii) (Conditions precedent to
  the payment of the Purchase Price) in relation to that Assigned Receivable; and
• at any time:
  • an Event of Default has occurred in relation to that Assigned Receivable; or
  • (in the PFP Operator’s sole opinion) an Event of Default is reasonably likely
    to occur in relation to that Assigned Receivable,

the PFP Operator may date and serve that Notice of Assignment on the applicable Relevant
Counterparty and direct that Relevant Counterparty to make all future payments in relation to
that Assigned Receivable to the Operator Account (in each case, in such manner and form as
it deems fit).

The PFP Prospect shall indemnify the PFP Operator for any Loss suffered or incurred by the
PFP Operator arising out of (or in relation to) a breach by the PFP Prospect of this Clause 0
(Collection of Receivables).

The PFP Prospect shall not be entitled to any fee or commission for acting as the PFP
Operator’s agent nor shall it be entitled to be indemnified for any Loss it suffers or incurs as
the PFP Operator’s agent (other than as expressly set out in this Agreement).

Further assurance and power of attorney

8.1 The PFP Prospect shall take such action as may be required to:

• (where an assignment is required to be on a disclosed basis in accordance with
  Clause 4.2(h)(i) (Conditions precedent to the payment of the Purchase Price) or the
  PFP Operator is entitled to date and serve a Notice of Assignment in accordance with
  Clause 0 (Notice of Assignment)) perfect a legal assignment to the PFP Operator of
  each Assigned Right so that the PFP Operator shall be entitled to receive or take
  action to recover all of that Assigned Right without the PFP Prospect being required
  to join in, be a party to or take in its own name legal action against the applicable
  Relevant Counterparty;
• (where a Security Interest is required in accordance with Clause 0 (Security
  Interests)) perfect that Security Interest so that the PFP Operator shall be entitled to
  receive or take action to recover all of that Security Interest without the PFP Prospect
  being required to join in, be a party to or take in its own name legal action against the
  applicable Relevant Counterparty;
• assist the PFP Operator in recovering all (or any part) of any Assigned Right or
  Pledged Right (including (at the request of the PFP Operator) joining in and being a
  party to any legal or other action that the PFP Operator has taken (or wishes to take)
  against any applicable Relevant Counterparty);
• hold amounts received or otherwise recovered by the PFP Prospect in relation to any
  Assigned Right or Pledged Right to the PFP Operator’s order and in accordance with
  the PFP Operator’s instructions; and
• execute, deliver, file or register any document or instrument and do all such acts and
  things as the PFP Operator may reasonably request or as may be necessary to give
  effect to the requirements of this Agreement or protect the PFP Operator’s rights and
  benefits in relation to any Assigned Right, any Pledged Right or this Agreement.

8.2 The PFP Prospect (as security for its obligations under this Agreement) irrevocably appoints
the PFP Operator to be its attorney to carry out any actions that the PFP Prospect is required
to carry out in accordance with this Agreement or in relation to any Assigned Receivable or
Pledged Receivable. The PFP Prospect further authorises the PFP Operator to deal directly
with each Relevant Counterparty in the place of the PFP Prospect in relation to any Assigned
Right or any Pledged Receivable.

Recourse and Recourse Events

9.1 The PFP Operator has full recourse to the PFP Prospect if a Recourse Event in relation to an
Approved Counterparty and/or any Assigned Receivable occurs.

9.2 The PFP Prospect agrees to notify the PFP Operator immediately upon becoming aware of
any Recourse Event in relation to an Approved Counterparty and/or any Assigned Receivable
and give the PFP Operator full details of that Recourse Event.

9.3 If a Recourse Event occurs in relation to an Approved Counterparty and/or any Assigned
Receivable, the PFP Operator may (at its sole discretion):

• (by serving a Repurchase Notice) require the PFP Prospect to repurchase any
  Assigned Right in relation to which the PFP Operator has not received the full amount
  of the Assigned Receivable and any other outstanding amounts (if any) in relation to
  that Approved Counterparty or that Assigned Right (whereupon, the PFP Prospect
  shall (within the period specified in that Repurchase Notice) pay to the PFP Operator
  the Repurchase Price for each Assigned Right that it is required to repurchase in
  accordance with that Repurchase Notice;
• require the PFP Prospect to prepay all other amounts due under this Agreement and
  in relation to that Approved Counterparty or that Assigned Right (whereupon such
  amounts shall become immediately due and payable);
• cancel the Facility (whereupon the Facility shall automatically be cancelled and the
  Total Facility Limit shall be reduced to zero); and/or
• enforce any rights it may have under Security Document provided under Clause 0
  (Security Interests) in relation to that Approved Counterparty or that Assigned Right.

9.4 If a Recourse Event in relation to an Approved Counterparty and/or any Assigned Receivable
occurs, the PFP Prospect shall pay interest in relation to an Assigned Receivable or any other
amount due and payable in relation to that Assigned Receivable at the rate per annum
specified:

• • (in relation to the Approved Counterparty Ecosystem Service) in the “Pending”
    section under the “Payments” tab in relation to that Assigned Receivable; and
  • (in relation to the Alternative Service) in the Alternative Service Proposal in relation to
    that Assigned Receivable,

9.5 The irrevocable receipt in full by the PFP Operator of the Repurchase Price for an Assigned
Right shall have the effect of reassigning to the PFP Prospect the right, title and interest in
and to all moneys due from the Relevant Counterparty in relation to that Assigned Right as
the PFP Operator has at that time (on an as-is where is basis and without any representation
or warranty in relation to the same).

9.6 Any Security Interest granted to the PFP Operator in relation to any Assigned Right shall not
be released until the Repurchase Price in relation to that Assigned Right and any other
amounts then due and payable under this Agreement are fully paid to the PFP Operator.

True assignment of Assigned Rights

10.1 Subject to Clause 10.3 (True assignment of Assigned Rights), each assignment of an
Assigned Right to the PFP Operator under this Agreement shall constitute an absolute and
irrevocable assignment of all rights, title, benefits and interests to (and in) that Assigned
Right.

10.2 Upon an assignment of an Assigned Right to the PFP Operator, the PFP Prospect:

• relinquishes all its right, title, benefit and interest to (and in) that Assigned Right in
  favour of the PFP Operator; and
• represents and warrants to the PFP Operator that the PFP Operator shall hold full
  legal and beneficial ownership of that Assigned Right.

10.3 Notwithstanding the provisions of this Agreement:

• the PFP Prospect shall remain fully liable to observe and perform all the obligations,
  conditions and covenants assumed by it under (or in relation to) each Assigned Right,
  each Pledged Right and each Relevant Contract; and
• the PFP Operator shall have no obligations or liabilities under (or in relation to) any
  Assigned Right, any Pledged Right or Relevant Contract or towards the PFP
  Prospect or any Relevant Counterparty.

Approved Counterparty Ecosystem access

11.1 Where the Early Payment Service is provided in relation to an Approved Counterparty
Ecosystem, the PFP Prospect agrees to provide the PFP Operator immediately with its
username, password and any other login details in relation to that Approved Counterparty
Ecosystem (the Approved Counterparty Ecosystem Credentials) and grant any
authorisation, permission and access to enable the PFP Operator to:

• receive and collect any sums in relation to any Assigned Receivables or any Pledged
  Receivables; and
• monitor and audit the payment and collection procedures in relation to any Assigned
  Receivables or any Pledged Receivables.

11.2 By providing PFP Operator with the Approved Counterparty Ecosystem Credentials, the PFP
Prospect grants to the PFP Operator a license to:

• access, view, alter and otherwise use the PFP Prospect’s rights in relation to that
  Approved Counterparty Ecosystem and copy any information in relation to that
  Approved Counterparty Ecosystem,
• create sub-accounts, user access profiles and further login credentials in relation to in
  relation to that Approved Counterparty Ecosystem, and
• store and maintain any Approved Counterparty Ecosystem Credentials.

(in each case) as necessary or useful:

• to assist in determining PFP Prospect’s sales, returns, financial status, changes in
  business and future Receivables;
• to evaluate PFP Prospect’s business status in relation to this Agreement and any
  transactions or potential transactions under this Agreement; or
• for any other purpose which relates to the business of the PFP Operator deemed
  appropriate by the PFP Operator (in its absolute discretion).

11.3 Other than as necessary to exercise its rights under this Agreement, the PFP Operator will
not sell (or otherwise provide) the Approved Counterparty Ecosystem Credentials to any third
party.

Access to Operator Platform

12.1 The PFP Prospect is solely responsible for maintaining the security of the information
provided to it for accessing the Operator Platform.

12.2 The PFP Prospect hereby releases each Indemnitee from any Loss:

• incurred by the PFP Prospect (or any of its affiliates) for any unauthorised use by:
  • the PFP Prospect; and/or
  • any person to whom the PFP Prospect provides the password to the
    Operator Platform and/or otherwise provides access to the Operator
    Platform; and/or
• attributable to any person who receives access to the Operator Platform (directly or
  indirectly) from the PFP Prospect or any person to whom PFP Prospect provides
  such password or such access

12.3 The PFP Prospect acknowledges that the conditions in relation to the use of the Operator
Platform by persons (including lenders) to whom the PFP Prospect provides passwords are
posted in the Operator Platform.

12.4 The PFP Prospect shall not:

• sell, resell, rent, exchange, add, modify, temper, distribute, lease, sub-license, loan,
  provide, or otherwise make available, the Operator Platform in any form (in whole or
  in part) to any person without the prior written consent of the PFP Operator;
• copy the Operator Platform (in whole or in part) (other than as part of the normal use
  of the Operator Platform or where it is necessary for the purpose of back-up or
  operational security);
• translate, merge, adapt, vary, alter or modify, the whole or any part of the Operator
  Platform nor permit the Operator Platform (in whole or in part) to be combined with (or
  become incorporated in) any other programmes (other than to the extent necessary
  for the purpose of using the Operator Platform on devices as permitted in accordance
  with this Agreement);
• disassemble, de-compile, reverse engineer or create derivative works based on the
  whole or any part of the Operator Platform nor attempt to do so.

12.5 The PFP Prospect hereby undertakes to comply with all applicable technology control or
export laws and regulations that apply to the technology used or supported by the Operator
Platform.

Representations and Warranties

The PFP Prospect makes the following representations and warranties on the date of this
Agreement and (in relation to each Requested Assigned Right and each Pledged Right in
relation to that Requested Assigned Right) each Request Date and each Purchase Date in
relation to that Requested Assigned Right with reference to the facts and circumstances then
existing:

• this Agreement constitutes its legal, valid and binding obligations enforceable in
  accordance with its terms, and the provisions of this Agreement and the Request in
  relation to that Requested Assigned Right is effective to assign that Requested
  Assigned Right;
• there are no restrictions or limitations on the PFP Prospect (whether in its
  constitutional documents, any partnership agreement or otherwise) to enter into this
  Agreement or perform the transactions contemplated thereby, and all necessary
  consents required for the PFP Prospect to enter into this Agreement and perform the
  transactions contemplated thereby have been obtained are in full force and effect;
• the entry into this Agreement and the performance of the transactions contemplated
  thereby form part of the ordinary business of the PFP Prospect;
• (immediately prior to the assignment of that Requested Assigned Right to the PFP
  Operator) the PFP Prospect was the sole legal and beneficial owner of that
  Requested Assigned Right and each Pledged Right in relation to that Requested
  Assigned Right and it has not assigned, transferred or otherwise disposed of (or
  created any encumbrance or Security Interest over) that Requested Assigned Right
  or any Pledged Right in relation to that Requested Assigned Right (other than as
  expressly contemplated by this Agreement);
• (other than as expressly set out in the Request in relation to that Requested Assigned
  Right) that Requested Assigned Right and each Pledged Right in relation to that Requested Assigned Right is freely assignable or (as applicable) capable of being
  subject to a Security Interest and constitutes amounts due and payable by the
  Relevant Counterparty in relation to that Requested Assigned Right or that Pledged
  Right on the relevant Maturity Date;
• the PFP Prospect has the power and authority to enter into this Agreement and its
  authorised signatories have the power to enter into this Agreement on its behalf;
• each Relevant Contract in relation to that Requested Assigned Right and each
  Pledged Right in relation to that Requested Assigned Right represents the legal, valid
  and binding obligations of the PFP Prospect and the Relevant Counterparty in
  relation to that Requested Assigned Right or that Pledged Right and complies with all
  statutory and other requirements for its validity;
• (other than as expressly set out in the Request in relation to that Requested Assigned
  Right) the PFP Prospect is entitled (without the consent of the Relevant Counterparty
  in relation to that that Requested Assigned Right, any Pledged Right in relation to that
  Requested Assigned Right, any guarantor or any third party) to assign or grant a
  Security Interest over (with full title guarantee and free from all Security Interests) all
  of its right, title and interest in that Requested Assigned Right and each Pledged
  Right in relation to that Requested Assigned Right;
• it is not aware of any condition or circumstance that may result in the PFP Operator
  not receiving (and it does not consider there is any likelihood that the Relevant
  Counterparty in relation to that Requested Assigned Right or that Pledged Right will
  not pay) the amount due under that Requested Assigned Right and each Pledged
  Right in relation to that Requested Assigned Right on the Maturity Date of that
  Requested Assigned Right or (as applicable) that Pledged Right in relation to that
  Requested Assigned Right;
• the Relevant Counterparty in relation to that Requested Assigned Right and each
  Pledged Right in relation to that Requested Assigned Right is not entitled to (nor will it
  be required to) exercise any set-off right or counterclaim or make any deduction or
  withholding from any payment it makes in relation to that Requested Assigned Right
  or any Pledged Right in relation to that Requested Assigned Right (or any Relevant
  Contract in relation to that Requested Assigned Right or that Pledged Right); and
• all information furnished to the PFP Operator by the PFP Prospect or on the PFP
  Prospect’s behalf is (as of the date that information is provided) true, accurate and
  complete in all respects.

Covenants

14.1 The PFP Prospect shall not (without the prior written consent of the PFP Operator):

• assign (by operation of law or otherwise) dispose of, grant any option in relation to, or
  create or suffer to exist any adverse claim upon any Assigned Right, any Pledged
  Right or any Relevant Contract (other than as expressly contemplated by this
  Agreement);
• grant any extension of time for payment or accept any request by a Relevant
  Counterparty to delay or suspend any payment in relation to any Assigned Right, any
  Pledged Right or Relevant Contract;
• compromise or settle any Assigned Right or any Pledged Right for less than the full
  amount thereof;
• release (in whole or in part) any Relevant Counterparty of any of its obligations under
  any Relevant Contract, any Assigned Right or any Pledged Right;
• create any Security Interest over any Assigned Right or any Pledged Right (other
  than to the PFP Operator); and
• grant any credit, discount, allowance, deduction, return authorisation or the like in
  relation to any Assigned Right or any Pledged Right.

14.2 The PFP Prospect shall defend the right, title and interest of the PFP Operator to (and in) all
Assigned Rights and all Pledged Rights against all adverse claims of third parties.

Anti-Corruption Laws and Sanctions

15.1 Anti-Corruption Laws

15.1.1 The PFP Prospect represents and warrants that it has conducted its businesses in
compliance with applicable Anti-Corruption Laws and has instituted and maintained policies
and procedures designed to promote and achieve compliance with such laws.

The PFP Prospect shall not (and shall ensure that none of its Subsidiaries will) directly or
indirectly use the proceeds of the Facility for any purpose which would breach any AntiCorruption Laws.

15.1.3 The PFP Prospect shall (and shall ensure that each of its subsidiaries will):

• conduct its businesses in compliance with applicable Anti-Corruption Laws; and
• maintain policies and procedures designed to promote and achieve compliance with
  such laws.

15.2 Sanctions

15.2.1 The PFP Prospect represents and warrants that none of the PFP Prospect or any of its
subsidiaries (or any director, officer, employee, agent or affiliate of the PFP Prospect or any of
its subsidiaries) is an individual or entity that is (or is owned or controlled by a person that is):

• the target or subject of any sanctions administered or enforced by the US Department
  of the Treasury’s Office of Foreign Assets Control, the US Department of State, the
  United Nations Security Council, the European Union, Her Majesty’s Treasury, the
  Hong Kong Monetary Authority or the United Arab Emirates (collectively, Sanctions);
  or
• located, organised or resident in a country or territory that is, or whose government is,
  the target or subject of Sanctions (including, currently, the Crimea region, Cuba, Iran,
  North Korea and Syria) (other than to the extent that such representation and
  warranty would result in a violation of Council Regulation (EC) No 2271/96 (as
  amended), including as in effect in the United Kingdom as retained EU law within the
  meaning of the European Union (Withdrawal) Act 2018)

(a Sanctioned Person).

15.2.2 The PFP Prospect shall not (directly or indirectly) use the proceeds of the Facility or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other Sanctioned Person:

• to fund any activities or business of or with any Sanctioned Person or in any country
  or territory, that (at the time of such funding) is (or whose government is) the target or
  subject of Sanctions; or
• in any other manner that would result in a violation of Sanctions by any person (other
  than to the extent that such covenant would result in a violation of Council Regulation
  (EC) No 2271/96 (as amended), including as in effect in the United Kingdom as
  retained EU law within the meaning of the European Union (Withdrawal) Act 2018).

Indemnities

16.1 The PFP Prospect shall (on demand) pay or (if an Indemnitee has paid) reimburse each
Indemnitee (on a full indemnity basis) for all Loss suffered or incurred by that Indemnitee in
relation to:

• the PFP Operator performing its obligations under this Agreement;
• the protection or preservation of that Indemnitee’s rights under this Agreement;
• any stamp, documentary, registration or other like duties or taxes and all notarial fees
  payable in relation to this Agreement or any transaction contemplated by it;
• any unauthorised use of the Operator Platform referred to in Clause 12.2 (Access to
  );
• any Purchase Price not being made on the proposed Purchase Date following
  submission of a Request and (in relation to the Alternative Service) acceptance of an
  Alternative Service Proposal (other than any direct loss which has been finally
  judicially determined to have been caused by that Indemnitee’s fraud, gross
  negligence or wilful misconduct);
• any repurchase of any Assigned Right not being made on the date specified following
  a submission of a Repurchase Notice by the PFP Operator;
• any Recourse Event; and/or
• any breach by the PFP Prospect of any contractual obligation in relation to:
  • any Relevant Contract; or
  • any other agreement made between the PFP Prospect and the Relevant
    Counterparty.

16.2 Where a dispute, claim, difference or controversy arises between the PFP Prospect and the
Relevant Counterparty in relation to any Relevant Contract, an Indemnitee may (immediately)
enforce the indemnity set out in Clause 16.1 (Indemnities) without waiting for the outcome of
that dispute, claim, difference or controversy to be resolved.

16.3 Each Indemnitee may (without further enquiry) rely on any communication which that
Indemnitee believes in good faith to be given or made by the PFP Prospect (whether through the Operator Platform or by any other means) irrespective of any error or fraud contained in
the communication or the identity of the individual who sent the communication and the PFP
Prospect shall indemnify and hold that Indemnitee harmless from and against all Losses of
any nature which that Indemnitee may suffer, incur or sustain as a consequence of accepting
and/or acting upon any such communication.

16.4 No director, officer, employee or agent of the PFP Operator has any liability to the PFP
Prospect under (or in relation to) this Agreement notwithstanding that it is an Indemnitee.

16.5 Any Indemnitee may enforce or enjoy the benefit of this Agreement expressed to be in its
favour notwithstanding that it is not a party to this Agreement (although the PFP Operator
may agree to waive or amend the rights of any director, officer, employee or agent of the PFP
Operator without the consent of that director, officer, employee or agent).

16.6 The PFP Operator shall not be liable for:

• any Loss arising out of (or in relation to) any event outside the PFP Operator’s
  control;
• any indirect, incidental, or consequential Loss howsoever caused (whether
  foreseeable or not and regardless of whether the PFP Operator has received actual
  or constructive notice and whether arising from negligence, breach of contract or
  otherwise, even if informed of the possibility of those losses or damages); or
• any Loss arising out of (or in relation to) any of its actions or omissions to act under
  this Agreement (other than to the extent that any such losses are caused by PFP
  Operator’s wilful misconduct, fraud or gross negligence).

Termination

17.1 Subject to Clauses 17.2 (Termination), 17.3 (Termination) and 22.9 (Miscellaneous), this
Agreement may be terminated by:

• an agreement between the PFP Operator and the PFP Prospect;
• (if the PFP Operator has breached its obligation to provide the Early Payment Service
  in accordance with this Agreement and this breach has not been cured within 30 days
  of such notice) by:
  • (where the Early Payment Service is provided using the Operator Platform)
    the PFP Prospect by disabling the PFP Prospect’s account in the Operator
    Platform; or
  • (where the Early Payment Service is not provided using the Operator
    Platform) sending a written termination notice to the PFP Operator;
• by the PFP Operator (at any time, without written notice to PFP Prospect) by:
  • (where the Early Payment Service is provided using the Operator Platform)
    disabling the PFP Prospect from the Operator Platform; or
  • (where the Early Payment Service is not provided using the Operator
    Platform) sending a written termination notice to the PFP Prospect.

17.2 The PFP Prospect may not terminate this Agreement if there are any unpaid amounts then
due to the PFP Operator in relation to any Assigned Receivable.

17.3 Any termination under this Clause 0 (Termination) shall not (in any way):

• affect the respective rights and obligations of the parties or any Indemnitee under (or
  in relation to) this Agreement or any Assigned Right or Pledged Right prior to the date
  of such termination; nor
• waive or limit the PFP Operator’s or any Indemnitee’s rights or the PFP Prospect’s
  obligations under this Agreement

Intellectual property rights

18.1 The PFP Prospect acknowledges that:

• the Operator Platform contains proprietary and confidential information that is
  protected by applicable intellectual property and other laws; and
• the PFP Operator owns all right, title and interest in and to the Operator Platform and
  content (including all Intellectual Property Rights therein and thereto).

18.2 All rights in relation to the Operator Platform not expressly granted are strictly reserved by the
PFP Operator.

18.3 For the purpose of this Clause 0, Intellectual Property Rights means any and all rights
existing before and after your acceptance to this Agreement under patent law, copyright law,
trade secret law, trademark law, unfair competition law, and any and all other proprietary
rights, and any and all applications, renewals, extensions and restorations thereof, now or
hereafter in force and effect worldwide.

Confidentiality

19.1 Operator Confidential Information

19.1.1 Confidentiality

The PFP Prospect agrees:

• to keep all Operator Confidential Information confidential and not to disclose it to
  anyone (other than to the extent permitted by Clause 19.1.2 (Disclosure of Operator
  Confidential Information)); and
• to ensure that all Operator Confidential Information is protected with security
  measures and a degree of care that would apply to its own confidential information.

19.1.2 Disclosure of Operator Confidential Information

The PFP Prospect may disclose to any person:

• to whom information is required or requested to be disclosed by any court of
  competent jurisdiction or any governmental, banking, taxation or other regulatory
  authority or similar body, the rules of any relevant stock exchange or in accordance
  with any applicable law or regulation;
• to whom information is required to be disclosed in relation to (and for the purposes of)
  any litigation, arbitration, administrative or other investigations, proceedings or
  disputes; or
• with the consent of the PFP Operator

(in each case) such Operator Confidential Information provided that:

• the person to whom the Operator Confidential Information is to be given is informed
  of its confidential nature and that some or all of such Operator Confidential
  Information may be price-sensitive information; and
• the PFP Prospect gives the PFP Operator immediate written notice of any such
  disclosure (including so that the PFP Operator can seek a protective order or
  otherwise seek to protect its interests (as appropriate)).

19.2 Prospect Confidential Information

19.2.1 Confidentiality

The PFP Operator agrees:

• to keep all Prospect Confidential Information confidential and not to disclose it to
  anyone (other than to the extent permitted by Clause 19.2.2 (Disclosure of Prospect
  Confidential Information)); and
• to ensure that all Prospect Confidential Information is protected with security
  measures and a degree of care that would apply to its own confidential information.

19.2.2 Disclosure of Prospect Confidential Information

The PFP Operator may disclose:

• to any of its affiliates and related funds and any of its or their officers, directors,
  employees, professional advisers, auditors, partners and representatives such
  Prospect Confidential Information as the PFP Operator shall consider appropriate if
  any person to whom the Propsect Confidential Information is to be given in
  accordance with this Clause 19.2.2(a) (Disclosure of Prospect Confidential
  Information) is informed in writing of its confidential nature and that some or all of
  such Prospect Confidential Information may be price-sensitive information except that
  there shall be no such requirement to so inform if the recipient is subject to
  professional obligations to maintain the confidentiality of the information or is
  otherwise bound by requirements of confidentiality in relation to the Prospect
  Confidential Information;
• to any person:
  • • to (or through) whom it assigns or transfers (or may potentially assign or
      transfer) all or any of its rights and/or obligations under this Agreement and to
      any of that person’s affiliates, related funds, representatives and professional
      advisers;
    • with (or through) whom it enters into (or may potentially enter into) (whether
      directly or indirectly) any sub-participation in relation to (or any other transaction under which payments are to be made or may be made by
      reference to) this Agreement, any Relevant Counterparty or the PFP
      Prospect and to any of that person’s affiliates, related funds, representatives
      and professional advisers;
    • appointed by the PFP Operator or by a person to whom Clause 19.2.2(b)(i)
      (Disclosure of Prospect Confidential Information) or 19.2.2(b)(ii) (Disclosure
      of Prospect Confidential Information) applies to receive communications,
      notices, information or documents delivered in accordance with this
      Agreement on its behalf;
    • who invests in or otherwise finances (or may potentially invest in or otherwise
      finance) (directly or indirectly) any transaction referred to in Clause
      19.2.2(b)(i) (Disclosure of Prospect Confidential Information) or 19.2.2(b)(ii)
      (Disclosure of Prospect Confidential Information);
    • to whom information is required or requested to be disclosed by any court of
      competent jurisdiction or any governmental, banking, taxation or other
      regulatory authority or similar body, the rules of any relevant stock exchange
      or in accordance with any applicable law or regulation;
    • to whom information is required to be disclosed in relation to (and for the
      purposes of) any litigation, arbitration, administrative or other investigations,
      proceedings or disputes;
    • to whom or for whose benefit the PFP Operator creates a Security Interest
      (or may do so) in accordance with Clause 21.1 (Assignments and transfers);
    • to the Etihad Credit Bureau, any other authorised credit reference agency or
      credit bureau or the Emirates Movable Collateral Registry;
    • to any Relevant Counterparty; or
    • with the consent of the PFP Prospect,

  (in each case) such Prospect Confidential Information as the PFP Operator shall
  consider appropriate if:

  • (in relation to Clauses 19.2.2(b)(i) (Disclosure of Prospect Confidential
    Information), 19.2.2(b)(ii) (Disclosure of Prospect Confidential Information)
    and 19.2.2(b)(iii) (Disclosure of Prospect Confidential Information)) the
    person to whom the Prospect Confidential Information is to be given has
    entered into a confidentiality undertaking (except that there shall be no
    requirement for a confidentiality undertaking if the recipient is a professional
    adviser and is subject to professional obligations to maintain the
    confidentiality of the Prospect Confidential Information);
  • (in relation to Clause 19.2.2(b)(iv) (Disclosure of Prospect Confidential
    Information)) the person to whom the Prospect Confidential Information is to
    be given has entered into a confidentiality undertaking or is otherwise bound
    by requirements of confidentiality in relation to the Prospect Confidential
    Information they receive and is informed that some or all of such Prospect
    Confidential Information may be price-sensitive information;
  • (in relation to Clauses 19.2.2(b)(v) (Disclosure of Prospect Confidential
    Information), 19.2.2(b)(vi) (Disclosure of Prospect Confidential Information) or
    19.2.2(b)(vii) (Disclosure of Prospect Confidential Information)) the person to
    whom the Prospect Confidential Information is to be given is informed of its
    confidential nature and that some or all of such Prospect Confidential
    Information may be price-sensitive information except that there shall be no
    requirement to so inform if (in the opinion of the PFP Operator) it is not
    practicable so to do in the circumstances; and
• to any rating agency (including its professional advisers) such Prospect Confidential
  Information as may be required to be disclosed to enable such rating agency to carry
  out its normal rating activities in relation to this Agreement, any Counterparty or the
  PFP Prospect.

The PFP Prospect authorises the PFP Operator to obtain information (on an ongoing basis)
from the Etihad Credit Bureau, the Emirates Movable Collateral Registry, banks and other
financial institutions or any other body as the PFP Operator deems appropriate, about the
PFP Prospect’s financial and non-financial affairs (including the details of the PFP Prospect’s
banking facilities, financial position, income and any other information in relation to the PFP
Prospect) which the PFP Operator deems appropriate without any reference to the PFP
Prospect.

19.2.3 Entire agreement

This Clause 19.2 (Prospect Confidential Information) constitutes the entire agreement
between the parties in relation to the obligations of the PFP Operator under this Agreement in
relation to the Prospect Confidential Information and supersedes any previous agreement
(whether express or implied) in relation to Prospect Confidential Information.

19.2.4 Inside information

The PFP Operator acknowledges that some or all of the Prospect Confidential Information is
or may be price-sensitive information and that the use of such information may be regulated
or prohibited by applicable legislation including securities law in relation to insider dealing and
market abuse and the PFP Operator undertakes not to use any Prospect Confidential
Information for any unlawful purpose.

19.2.5 Notification of disclosure

The PFP Operator agrees (to the extent permitted by law and regulation) to inform the PFP
Prospect:

• of the circumstances of any disclosure of Prospect Confidential Information made in
  accordance with Clause 19.2.2(b)(v) (Prospect Confidential Information) except
  where such disclosure is made to any of the persons referred to in Clause
  19.2.2(b)(v) (Prospect Confidential Information) during the ordinary course of its
  supervisory or regulatory function; and
• upon becoming aware that Prospect Confidential Information has been disclosed in
  breach of this Clause 19.2 (Prospect Confidential Information).

19.2.6 Continuing obligations

The obligations of the PFP Operator in this Clause 19.2 (Prospect Confidential Information)
are continuing and (in particular) shall survive and remain binding on the PFP Operator for a
period of twelve months from the date of termination of this Agreement in accordance with
Clause 0 (Termination).

Notices

20.1 Any notice or other communication made or given in relation to or pursuant this Agreement
(or any other documents or instruments executed and delivered in relation to this Agreement)
shall be made electronically through the Operator Platform and/or personally served or sent
by nationally recognised overnight courier service (in each case, to the address specified
below or in the Operator Platform.

20.2 Notices for the PFP Operator shall be sent to:

Funder.ai Technologies Limited,
DD-14-117-023, 14 Floor, WeWork Hub71, Al Khatem Tower, ADGM Square, Al Maryah
Island, Abu Dhabi, United Arab Emirates

Email: accounts@efunder.ai

20.3 Notices for the PFP Prospect shall be sent to the address specified in the Operator Platform
(as may be changed from time to time with the PFP Operator’s prior approval).

Assignments and transfers

21.1 The PFP Operator may (at any time) assign, transfer or sub-participate (including by way of
novation) any of its rights and obligations under this Agreement or any Assigned Rights or
any Pledged Rights to another bank or financial institution or to a trust, fund or other entity
regularly engaged in or established for the purpose of making, purchasing or investing in
securities or other financial assets.

21.2 The PFP Prospect may not assign, transfer or otherwise create any Security Interest over its
rights, benefits or obligations or any of them under this Agreement.

21.3 This Agreement shall be binding on and shall inure to the benefit of each party and its
successors and assigns.

Miscellaneous

22.1 Any calculation or determination made by the PFP Operator in relation to this Agreement shall
be conclusive in the absence of manifest error.

22.2 The PFP Operator may set-off any sums owed to it by the PFP Prospect under this
Agreement or otherwise against any obligation (whether or not matured) owed by it to the
PFP Prospect under this Agreement.

22.3 Any amounts which would fall due for payment by the PFP Operator under this Agreement on
a day other than a Business Day shall be payable on the succeeding Business Day and the
Purchase Price shall (where necessary) be adjusted accordingly.

22.4 Notwithstanding any provision in this Agreement, the PFP Operator shall not be obligated to
accept or take any action in relation to any Relevant Right which it believes would breach any
applicable law, rule, regulation, sanction or internal policy applicable to it.

22.5 This Agreement may be signed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.

22.6 Execution of this Agreement may be made by electronic or computerised means (including by
accepting this Agreement through the Operator Platform).

22.7 This Agreement constitutes the entire agreement between each party in relation to the subject
matter of this Agreement and supersede all prior understandings, writings, proposals,
representations or communications (oral or written) of each party (whether express or
implied).

22.8 If (at any time) any provision of this Agreement is (or becomes) illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected or impaired.

22.9 Clauses 0 (Anti-Corruption Laws and Sanctions), 0 (Indemnities), 17.3 (Termination), 0
(Intellectual property rights), 19.1 (Operator Confidential Information), 0 (Governing law) and
0 (Enforcement) shall survive the termination of this Agreement, cancellation of the Facility or
release of any assignment or Security Interest.

Governing law

This Agreement (including any non-contractual obligations arising out of (or in relation to) this
Agreement) shall be governed by and construed in accordance with ADGM laws and the PFP
Framework (the Relevant Law).

Enforcement

24.1 Relevant Courts

24.1.1 Submission to Relevant Courts

• Subject to Clauses 24.1.1(c) and 24.1.1(d), the PFP Operator and the PFP Prospect
  agree that the ADGM courts (the Relevant Courts) have exclusive jurisdiction to
  settle any Dispute
• The PFP Operator and the PFP Prospect:
  • (irrevocably) submit to the jurisdiction of the Relevant Courts;
  • agree that the Relevant Courts are the most appropriate and convenient
    courts to settle Disputes; and
  • waive objection to the Relevant Courts on the grounds of inconvenient forum.
• This Clause 24.1.1 is for the benefit of the PFP Operator only. As a result and
  notwithstanding Clause 24.1.1(a) or 24.1.1(b), the PFP Operator shall not be
  prevented from taking proceedings in relation to a Dispute in any other courts with
  jurisdiction.
• To the extent allowed by law, the PFP Operator may take concurrent proceedings in
  any number of jurisdictions

24.2 Waiver of immunity

24.2.1 To the extent that the PFP Prospect may (in any jurisdiction) claim for itself (or its assets or
revenues) immunity from suit, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process and to the extent that such immunity (whether or not
claimed) may be attributed in any such jurisdiction to the PFP Prospect (or any of its assets or
revenues) that the PFP Prospect agrees not to claim (and irrevocably and unconditionally
waives) such immunity to the full extent permitted by the laws of such jurisdiction in relation to
any actions or proceedings arising out of (or in relation to) this Agreement.

24.2.2 The PFP Prospect further (irrevocably and unconditionally) consents to the giving of any relief
or the issue of any process (including the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use)), any order, judgment or
arbitration award made (or given) in relation to any proceedings.

24.2.3 The proceedings to which this Clause 24.2 (Waiver of immunity) applies include any
arbitration or court proceedings in any jurisdiction.

Schedule 1 – Form of Request

• To :
  Funder.ai Technologies Limited (the PFP Operator)
  14th Floor, WeWork Hub71, Al Khatem Tower, Al Maryah Island,
  Abu Dhabi, United Arab Emirates
• Attention : Mr. Deepak Manickam Sekar
• Email : accounts@efunder.ai

[Date]

Dear Sir or Madam

• • This is a Request made under the agreement dated [●] between ourselves and the PFP
    Operator (the Agreement).
  • Definitions in the Agreement apply in this Request unless indicated otherwise.
  • Pursuant to the Agreement, we request to assign to the PFP Operator all of our Relevant Rights
    (the Relevant Assigned Rights) in relation to the following agreements (the Relevant
    Contracts) on [●] (the Purchase Date).

• Certified copies of the Relevant Contract and invoices [and original pre-signed (but undated)
  Notices of Assignment] are attached. All invoices state clearly the Relevant Contract to which
  they relate and require payment into [the Operator Account].
• We confirm that:
  • all representations and warranties given by us under the Agreement in relation to ourselves
    and each Relevant Assigned Right, Pledged Right in relation to each Relevant Assigned
    Right, each Relevant Contract and Relevant Counterparty in relation to each Relevant
    Contract are correct and will remain so on the date of this notice and the Purchase Date;
    and
  • there is no further relevant material information of which the PFP Operator should be made
    aware.
• Should you agree to the assignment of the Relevant Assigned Rights, on the Purchase Date
  please pay the Purchase Price (after deducting any applicable fees) to [Account No. [●] IBAN
  No. [●]].
• On the Purchase Date, we assign (with full title guarantee and free from all Security Interests) to
  the PFP Operator the Relevant Assigned Rights.

Yours faithfully

For and on behalf of

[PFP Prospect]

Schedule 2 – Form of Notice of Assignment

• To :
  [Relevant Counterparty]

[Date]

Dear Sir or Madam

• • We refer to the following agreements (the Relevant Contracts).

• This is notice to you that on [●], we assigned to Funder.ai Technologies Limited (the PFP
  Operator) (free from all Security Interests) all our benefit, right, title and interest (present and
  future, actual and contingent) (but none of our obligations) in and to:
  • • the receivables due to us under the invoices set out above (the Receivables);
    • all of our claims, rights and remedies arising out of (or in relation to) a breach of or
      default under (or in relation to) each Relevant Contract or any indemnity payments so
      far as they relate to the payment of Receivables; and
    • any security document above,

  (the (after deducting any applicable fees)).

• The PFP Operator has appointed us to administer each Relevant Contract and collect the
  Receivables on its behalf.
• We (irrevocably and unconditionally) authorise and instruct you to pay all such sums
  becoming due and payable under or by virtue of the Assigned Rights to the PFP Operator and
  to the following account [Operator Account details].
• Please confirm (by signing and returning to us the attached copy of this notice) that you:
  • have received this notice; and
  • have received no other notices of assignment or security in relation to any Relevant
    Contract.

Yours faithfully

For and on behalf of

[PFP Prospect]

Acknowledgement

We give the confirmation requested in the Notice of Assignment of which this is a copy.

Signed:

For and on behalf of

[Relevant Counterparty]

Date: ________