Wffi* No : BTRC/S S/Int. Recharge Service(S 23 \P

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1 Bangladesh Telecommunication Regulatory Commission Wffi* No : BTRC/S S/Int. Recharge Service(S 23 \P art-t / Z Date: l7.l Subject: No Obiection Certificate (NOC) on International Pavment & Recharee Service flprs). Ref: NOC on IPRS, No: BTRC/SS/InI. Recharge Service(523)Paft-l/20I3-456, dated: 27.Og.Z0l4. With referelce!o the subject mentioned above, it is to inform you that Bangladesh Telecommunication Regulatory Commission (BTRC/Commission) has no-objection to permit *dlrt the Company (the keyword Company hereinafter refers the entity(s) fisted in ttt. recipients list, this very NOC) to build, operate and own the International Payme"i *A Recharge Servile GPRS) with the following terms and conditions. This is for your kind information that this NOC has been issued as a replacement / amendment the previously issued NOC, referred above. Furthermore, this NOC shall take effect from August l,2ol4 and shall have its effect till July 31, Moreover, any previously sent letter (Service-App-rouulrN6c/ Service-Discontinuation) regarding IPRS and/or Online-Recharge Service shall be treated as void from the date issuance this leuer. & Conditions No fee/charge shall be there to avail the service (the user/customer shall get the exact amount recharge what is been taken/deducted from him/her or, from his/her bank Lcount). Moreover, No installation/setup/subscriptior/etc. other than specified here, shall be there with this service. Terms l 2 The Company (the enlrly having the NOC on IPRS given by BTRC) shall enter into agreement (after mutually agreed upon) for a revenue-share / commission-structure model with Networl froviaei qnn; licensees (CMPO, PSTN, ISP, BWA, TPTSP), Utility Service Providers (electricity, gas, water, sewerage etc) or, any other applicable entities to providl the services mentioned in ttre ivot on IpRS. the guiding-reference for the revenue-share / commission-structure for pre-paid purchase and mode operation is shown on the below table for convenience the stakeholders] fnote: Mode Operation Less than BDT 1,00,000/- BDT 1,00,000 - BDT g,gg,ggg Negotiable But The Revenue Share or, Commission Shall - BDT 4g,gg,ggg Remain BDT 50,00,000 - BDT 99,99,999 (Three to BDT 1,00,00,000 - BDT l,gg,gg,ggg BDT 10,00,000 BDT 2,00,00,000 _ BDT 4,gg,gg,ggg More than BDT 5,00,00,000/- Limited Witlrin 3% - 6% Six Against Percent) Various Mode Operation and Amount Pre-Paid Purchase Domestic Recharge (Booth) : Applicable International Recharge (Booth) : Not Applicable Online/Virtual Recharge (Web): Not Applicable Domestic Recharge (Booth) : Applicable International Recharge (Booth) : Applicable Online/Virtual Recharge (Web) : Applicable Domestic : Not Applicable Intemational : Applicable Online/Vtutual Recharge (Web) : The Company shall submit the certified copy (duly notarized) Approval Bangladesh Bank (specifically for this very Noc-given by the tommission) and the contracts (Deed/SlA/Agreement) clearly depicting the revenue-share related information between The Company and The Company,s Nelvo* Provider (NP), to the Commission at least 15 (fifteen) days prior to launch the service publicly/commercially- Furthermore, the Company has to this procedure every time it adds/subtracts any NP from this service. "u..y-on Phone : , Fax : , , E-mait : [email protected], Web :

2 B---r^r^-L r^r^^^--..-!^-r:^^,rilllltl slrr:rrrrrurp dangladeshtelecommunication {\ F.Hn"G.l/F ryull]}3 Fr^-..r-r^-., A^-- Regulatory Commission L*.d- 4. The Company and the respective NP(s) shall remain liable for the payment system management, transaction-handshaking [authentication mechanism for either way i.e.: between NP to Bangladeshi Commercial Bank (BCB; licensed under Bangladesh Bank), BCB to International Commercial Bank (ICB; licensed under respective Central Bank) and ICB to The Company both), payment clearing, all sorts relation with commercial bank, related contents, cyber security & protective measures etc. 5. The Company and NP shall refrain from using any sorts unfair payment and transaction procedures whichever bypasses, singly / collectively, Bangladesh Bank and respective Central Bank, 6. The recharge-amount shall be used to avaivsubscribdaymenvrecharge the concern NPs services, utiltty-bill payment and approved-purview Clause No: 30 and Clause No: 3l this very NOC. The amount shall not be converted in to any other fer (gift, prize, merchandise(s) etc.). 7. The Company shall remain liable for all sorts customer suppor! complaint management, regulatory and corporate affairs related issues. Furthermore, The Company shall always remain (as secondary liable/respondent) for any sort activities its NP, which includes the issues described in the Clause No: 3 here as well Neither the Company nor the NP shall run (fer/launch) any customized services/packages or products exclusive/reserved for this very service. The Company reserves the exclusive right and authority to change/add (in Number and/or by Entrty) the NP(s) for this very service with prior notification to the Commission (by submitting all the necessary documentation along with necessary SlA/Contract and other information/documents). 10. The Company as well as the NP shall create a recharge-page on its web-site (example: -its where The Company or Np shall frcially endorse partner(s) (NP or The Company as respectively) along with parfrrers addresses (both web-site and corporate frce address) along with all terms and conditions for users, service modality and procedures, charging mechanism and payment procedure, customer care and/or help line information, disclaimer liability and other related information. I l. The Company shall let the recharger (the person recharging a MSISDN Bangladesh from abroad) know tlre exact amount money (in BDT) going to be recliarged in favour that MSISDN. 12. The Company shall have to provide competitive (as practiced by the Money-Exchange(s) / CurrencyConverter(s) in that applicable country/area) foreign-cunency selling r*c-h-ge-.ut" (ielling*ate the Foreign-Currency to BDT) while dealing, but not greatir tlan Zy. (Iwo percent) as M-kup, declared by the Bangladesh Bank on that particular dats/time 13. The Company and the Np shall maintain a separate segment/option in its website clearly depicting every kind. services/packages/fers (service) along with respective fees/charges/ta;trs i*inl including theses very service(s). The service should be incorpoiated with all soi tariffs, serviceconditions & features as well. 14. The Company having no transaction with the recharger (the person recharging a MSISDN Bangladesh form abroad) the service. Hence, The-Company is not u"".ptiig any orders or collecting any money from the recharger; instead, The Company taking orders and payrnent from its foreign-parftrer(s) who is operating abroad then The Company shall collect all the iuyrn.nt from its foreign-parfrrer(s) in advance basis (as pre-paid) in BDT lquivalent to the companyi bank account (in any BCB) from foreign-partners bank account (from any ICB) as per the conventional account to account bank transfer. The Company shall not allodfer any duevcridits to its foreign-partrer(s).

3 qftte- Ban g ladesh Telecommu n ication Reg u latory Com m ission 15. BTRCs licensees (CMPO, PSTN, ISP, BWA, IPTSP) shall not avail any kind(s) recharge/payment service other than provided by the Company(s); Neither from an Online Portal nor from an lnternational Exchange/Remitter. 16. BTRCs licensees shall endeavor to ensure the proper validation / authoization the service(s) fered by the Company(s) from Bangladesh Bank. 17. The Company shall arrange a commercial-contract with its Network Provider(s) along with subscriber-base and services; the recharge amount shall be used for availing those service(s) onlyl with its foreign-parurer(s) to comply particularly with the Clauses No: l, 2,3,14 and in any other clause(s), if applicable, this NOC. and./or 18. The Company shall have to submit all the documents/information mentioned in the Clause No: along with the documents/contracts named in the Clause No: 17 this NOC Clauses No: 14, 17, 18, 19 are only applicable for the Entity having its business foot-print (as per this NOC) only in Bangladesh (Hence, the NOC holder requires the foreign-partrer(s) to run/manage all the frce(s) and business-affairs across the world, except in Bangladesh). 20. All the Clauses, except those mentioned in the Clause No: 19, are applicable for the Entity having its business foot-print (as per this NOC) either only in International part/level (Hence, the NOC holder requires the local-partrer(s) to run/manage all the fice(s) and business-affairs in Bangladesh) or, in both the International and Bangladesh part/level. 21. All the Clauses (if applicable), including those mentioned in the Clause No: 19 are also applicable for the Entity having its business foot-print only in Bangladesh (Hence, the Company requires the foreign-parbrer(s) to run / manage all the frce(s) and business-affairs outside Bangladesh) TJne Company may charge (in addition with the amount for recharge service) lyo (Onepercent), as maximum, as a Service Charge per transaction/recharge (inespective the recharge-amount); if and only if the service is been provided from a physical shop/booih located abroad (outside Bangiadesh) and/or the service is been provided via Balance Transfer (phone to phone) channel, by-using a Subscriber/I\4SISDN a foreign operator. 23. The provision(s) Clause No: 22 are not applicable for Online Recharge Service (for any type credivdebit cards applicable for both Bangladesh and abroad), recharge-iervice(s) providra Uv web-store / any other modes rechargdalnnent, other than describedln Chuse ivo, ZZ this NOi -v 24. lnward remit0ance amount against the airtime recharge amount cannot be less than the BDT equivalent its face value; for example, in case recharging BDT 1,000 (Taka One Thousand); minimum BDT 1,000 (Taka one Thousand) must be remittejin Bangladesh. 25 Company shal-l transfer any fund/revenue acquired with this service outside Bangladesh. T" 1o1 Hence, the capital / fund / revenue (commission, fee, service-charge, prit-share etc.f the Company cannot be sent / transferred to any kind entity whatsoever 26 o"trid. Bangladesh. T\e is authorized to fer Intemational Mobile Financial Service(s) in conjunction with the -Company Bangladesh-Bank approved financial-institution(s) under the purview this very NOC. 27 T\is very NOC is totally interim in nature and it is issued for the term 5 (five) y@rs; which may be extended for the period(s) similar duration, subject to the decision thi apptication to be submitted to the Commission, 30 (thirty) days prior to expiration this very NOC. Phone : , Fax : s56627, 9s677s5, [email protected], web : www

4 Bangladesh Telecommun ication Regulatory Commission etffi* 28. To acquire each the aforementioned extension NOC requires (but not limited to) the following documents/information : All the required information/documents (up to date) to acquire the NOC for the first time. Renewed Approval/NOC from Bangladesh Bank (to support the renewal period). Payment-Order BDT 10,00,000 (Taka Ten Lac) from any Scheduled Bank operating under Bangladesh Bank, in favour the Commission as Renewal Fee. a. b. c. d. e. Trade License, Income Tax Clearance Certificate, Business Document (Memorandum Association, Articles Association, Certificate Incorporation, Contracts (JVC, SLA" Deed). Quarterly Business Statistics (accordingly the Fiscal Year Bangladesh) for this very service depicting a collection Per Day reports (in tabular format) round the quarter, which will include (but not limited to) the following data(s): i. ii. iii. iv. 29. All the transaction/exchange rates are being used. POS (point sale) lnformation with customer information, recharge amount, amount and culrency used for payment in abroad, amount and currency used for recharge/payment etc. Type Recharge (i.e. Booth Based / Online; and, Standard-Service / Wallet Recharge). Date, Time, Place, Rechargees MSISDN, Operators Name etc. along with the time confirmation recharge, commission (business-margin) / revenue-share with the NP(s). All kinds BTRCs licensees (CMPO, PSTN, ISP, BWA, IPISP) are requested to provide, if Quarterly Business Report (accordingly the Fiscal Year Bangladesh) to the Commission consisting the following data/information: Certified Copy the Contract/Deed/SlA with the individual Company. All the data/information (applicable/lsrown portion) mentioned in Clause No: 28(e) this NOC Date, Time, Place, Rechargees MSISDN, Company(s) Name etc. along with the time confirmation recharge, commission (business-margin) / revenue-share with the Company(s). applicable, a a. b. c. is exclusively eligible to act as the solution/channel provider (within the purview this NOC) all kinds recharge and payment services, other than the booth-based domestic recharge/payment services (booth managed by retailers), in Bangladesh. Hence, NPs are requested to 30. The Company allow all the Company to have business-discussions and thereafter service-contract accordingly. 31. All kinds BTRCs licensees (CMPO, PSTN, ISP, BWA, IPTSP), Utility Service Providers (electricity, gas, water, sewerage etc. service-providers) and other applicable corporates/entities are requested to enable/initiate their business-conespondence and thereafter service-contract regarding all sorts Recharge and Payment Services (within the purview this NOC) with the Company. 32. The company shall publish the service-modality, tarifstructure, paymenurecharge policy for the customers, service-description, other related information the service(s) as well as the applicable update(s), operating under this very NOC in its corporate-website. JJ. Non-Compliance/Deviation any kind(s) on any the Clause(s) this very NOC may result in to Suspension/Cancellation the business-rights given in this very NOC in favour the Company(s). 34. The Commission reserves the exclusive right and authority to amend./reconsider the service/tariff/ Director Syslems & Services Division Page:4/5

5 Bangladesh Telecommunication Regulatory Commission To: (not according to seniority) 1. Managing Director, ValuePlus Computer Systems Limited, BDBL Bhaban (5e Floor), 12 Karwan Bazar, Dhaka Proprietor, IWs. Firefly, House (2nd Floor), Road - 9/A, Dhanmondi R/A, Dhaka Managing Director, E-Blink Solutions Limited, House (3* Floor), Road - 3, DOHS Baridhara, Dhaka Proprietor, IWs. Shurjomukhi, House (2"d Floor), Road 28, DOHS Mohakhali, Dhaka Managing Director, Strvare Shop Limited, Jahangir Tower (4h Floor), 10 Karwan Bazar, Dhaka- t2r Managing Director, ADN Technologies Limited, Red Crescent Concord Tower (5m Floor), 17 Mohakhali C/A, Dhaka-l2l2. Managing Director, Wintel Limited House-25 (Apartnent-A4), Road - 47, Gulshan-2,Dtaka-l?I?. Managing Director, Foster Corporation Limited, Highway Homes (56 Floor), Ka-32/6 Shahjadpur, 9. Pragoti Sharoni, Gulshan, Dhal<a Managing Director, The Codero Limited, House , Road - 22, DOHS Mohakhali, Dhaka Al BTI Feeroza, House - 4, Road - 8A, Block - J, Baridhar4 Dhaka Managing Director, Digicon Global Services Limited, 242Tejgaon VA" Gulshan Link Roa4 Dhaka- 10. Managing Director, CloudWell Limited, I l Managing Director, Reve Systems Limited, Facilities Tower (l lth & Middle Badda, Pragati Sharani, Dhaka Managing Director, 4DL Bangladesh Limited, Road, Tejgaon, Dhaka- Il7/A Tejkunipara 12ft Floor), Plot No: Y\ha-199/2 (Rangs Bhaban), Old Airport 12 I Managing Director, ICE Technologies Limited, Erectors House (13ft Floor), 18 Kemal Ataturk Avenue, Banani, Dhaka-I Managing Director, DNS Stware Limite4 Paragon House (4ft Floor), 5 MohakhaliClA\ DhakaI2l2 IPO Box l, Gulshan-ll. 16. Managing Director, Managing Director, M. M. Services Limite4 Pla"a A. R. (Suite-4.01), House-2, Road- 14, Sobhanbagh, Dhanmondi, Dhaka Copy: (to adhere / comply accordingly) Managing Director / CEO - All the licensed CMPOs, PSTNs, ISPs, IPTSPs and BWAs. Info: (not according to seniority; for necessary a:rangement) 1. Govemor, Bangladesh Banlq Motijheel C/A, Dhaka Director General(s) / Director(s) BTRC. 3. BTRCs Web-Site. A