MOTOR VEHICLE AGREEMENT TO SALE/PURCHASE

This Motor Vehicle Sale/Purchase agreement (the “Agreement”) is made on this 13th day of November, 2025 (“Effective
Date”) setting out the terms and conditions upon which AZAZUL HAQ (the “Seller” ) R/o Near ankur cinema, B-26,
amritpuri mazjid ke samne ghat gate jaipur , Jaipur, Rajasthan, 302004 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: VOLKSWAGEN VENTO

b. Engine Number: CLN154458
c. Chassis Number: WVWA11606BT033925
d. Registration Number: RJ14CM0426
e. Registration Year: 2011
f. Registered Owner: AZAZUL HAQ
g. Insurance Policy: Own Damage Insurance Validity: NA, Third Party Insurance Validity: NA

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

a. Seller Email ID: vinodpunjabi2017@[Link]

b. Mobile No (punched via lead creation): 9549346588
c. Alternate Mobile No: 9549346588
d. Sale Price: INR 73000
e. Documents Submitted: rc-registration-certificate, insurance-copy, sellers-pancard, seller-local-address-proof,
current-address-proof, form-29, form-30-front-side, application-of-insurance-transfer, form-28
f. 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-35, form-26, form-60, sellers-agreement, 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, scrap-car-certificate-
of-deposit, warranty-and-extended-warranty, loan-account-statement, approval-proof, masked-sellers-agreement
g. Remarks: NA
 h. Seller acknowledges the following payments details:
1. Total Sale Price: INR 73000
2. Deduction amount: INR 4000.00
S no. Deduction Type Deduction Amount
1 Doorstep pick-up charges 1000.00
2 Challan 1000.00
3 Challan Clearance Charges 2000.00

*(Amount Deduction will not be refunded.)

3. Net sale price: INR 69000.0
4. Amount withheld: INR 0
*(Amount Withheld shall be returned on completion on the above points within mentioned timelines)
5. Booking amount paid: INR 69000.0
6. Balance amount to be paid: INR 0
7. Mode of payment: Online
i. Date of Delivery: 13-11-2025
j. 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” By the “Buyer”

Through its authorised signatory Through its authorised signatory

Name: AZAZUL HAQ

Mobile Number: 9549346588
Signed At: 13-11-2025 04:21 PM
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 and/or on the Date of
Delivery. 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 & 8 and any other document required as per the applicable law or
statutory/regulatory body 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 immediately (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. Any uncleared challans shall be paid by Buyer and the challan
amount shall be deducted from Seller's deal price. Further any challans that Buyer becomes aware at a later stage shall
be deducted from the Withheld Amount.

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 Sale Legal Entity Owned Motor Vehicle for Sale
No.
1 Proof identity of registered owner (PAN CARD) Legal Entity (PAN Card)
Proof of residence of registered owner (Aadhar, Passport
Driving License, Voter ID)
Address Proof of Legal Entity (GST certificate, Utility Bills
2 Wherever applicable, E Aadhar is mandatory.
etc.)
Note: address proof submitted must have the same address as
that on the registration certificate of registered owner.
Loan closure documentation – copy of vehicle loan agreement Loan closure documentation – copy of vehicle loan
with the Financier/lender bank, NOC & Form 35 from the agreement with the Financier/lender bank, NOC & Form 35
Financier/lender bank, Form 33 (if applicable). from Financier/lender bank, Form 33 (if applicable).
3
In the event, Seller does not have the above, Seller agrees to In the event, Seller does not have the above, Seller agrees to
issue a letter authorizing Buyer to liaison with the issue a letter authorizing Buyer to liaison with the lender
Financier/lender bank for loan closure and obtain NOC. bank for loan closure and obtain NOC.
Insurance documentation – Name of Insurance Policy and Insurance documentation – Name of Insurance Policy and
4
term of insurance term of insurance
Three signed Form-28 (Application and Grant of No Three signed Form-28 (Application and Grant of No
5
Objection Certificate) Objection Certificate)
Three signed Form-29 (Notice of transfer of ownership of a Three signed Form-29 (Notice of transfer of ownership of a
6
Motor Vehicle) Motor Vehicle)
Three signed Form-30 (Report of transfer of ownership of a Three signed Form-30 (Report of transfer of ownership of a
7
Motor Vehicle) Motor Vehicle)
Three signed Form-26 (Application for the issue of duplicate Three signed Form-26 (Application for the issue of duplicate
8
certificate of Registration) if any applicable. certificate of Registration) if any applicable.
9 Three signed Form-20 (Request for change in Fuel Type) Three signed Form-20 (Request for change in Fuel Type)
10 Motor Vehicle Registration Certificate (RC) Motor Vehicle registration certificate (RC)
11 CNG Certificate and Car invoice, wherever applicable CNG Certificate and Car invoice, wherever applicable
12 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 end 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. The Seller hereby accepts and acknowledges that in cases wherein the Buyer requires a No Objection Certificate
for the transfer of ownership of the Motor Vehicle, the Buyer shall withhold a certain amount of the Sales Price of
the Motor Vehicle. The Seller shall provide the Buyer an authentic, genuine and original copy of the No Objection
Certificate within 30 days of when required by the Buyer and the Buyer shall release the Amount Withheld if the
No Objections Certificate is in order.

n. In the event, the Seller does not corporate with or proceed with the Party Peshi (PP) or fails to provide the required
OTP or No Objection Certificate (NOC) for RC transfer, the Seller shall be obligated to take back the vehicle and
refund the amount paid by the Buyer along with all associated refurbishment charges.

o. Seller shall, without fail make themselves available, before the competent authorities/RTO for Party Peshi within
fifteen (15) days from the date the Buyer contacts/informs them for the transfer or endorsement of the registered
certificate of the Motor Vehicle. The Seller agrees that if they fail to attend Party Peshi within this timeframe, the
Buyer reserves the right to forfeit the Withheld Amount.

p. The Seller acknowledges that the Buyer shall withhold a small portion of the Consideration of the Motor Vehicle
which shall be transferred only if the Seller assists, as per the Buyer's request including presenting him/her before
the competent authorities, for the transfer or endorsement of the registered certificate of the Motor Vehicle.

q. The Seller acknowledges that the Buyer will be able to provide foreclosure notice or intimation from the bank
within 4-5 days of payment.

r. 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.

s. 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.

t. It shall at any time provide its consent to obtain the service history of the Motor Vehicle from the OEM and further
authorizes Buyer to share service history information with Buyer’s prospective customers.

u. Seller agrees that no personal belongingness are left in 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. Hold Amount:

Remittance of the Amount Withheld by the Buyer, as specified in clause h(iii), is contingent upon the Seller's full
cooperation and successful completion of all required actions. If the Seller transfers, cancels, or revokes the insurance
policy for any reason after the Vehicle is sold to Spinny, the Seller's right to receive the Amount Withheld will be
forfeited in an amount equivalent to the value of the insurance. Similarly, any failure by the Seller to provide
appropriate documents or fully cooperate will result in the forfeiture of the Amount Withheld. Additionally, the Buyer
may deduct any amount from the Total Sales Price as necessary to satisfy any pre-existing obligations on the Motor
Vehicle.

11. Termination:

Either Party may terminate/withdraw this Agreement by providing a written intimation to the Other Party on or before
the final payment of the Total Sale Price.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

I, (Seller Name), have read and understood the above Terms and Conditions and hereby agree to abide by them.
Signature:
 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: _________________