Exibit
10.7


 


Loan
Agreement


 


This
Agreement is made and entered into at Colombo, in the Democratic Socialist Republic of Sri Lanka on this 01st day of
March, 2018.


 


By
and Between


 


MUHUNTHAN
CANAGASOORYAM (Holder of National Identity Card bearing No. 742681688V) of No.25, Barnes Place, Colombo 07 in the said Republic
of Sri Lanka (hereinafter called and referred to as the “Lender” which term or expression as herein used shall where
the context so requires or admits mean and include the said MUHUNTHAN CANAGASOORYAM his heirs, executors and administrators, successors
and assigns) of the One Part


 


and


 


DUO
SOFTWARE (PRIVATE) LIMITED a Company duly incorporated under the Company Laws of the said Republic of Sri Lanka and re-registered
under Companies Act No.07 of 2007 bearing registration No. PV 10048 and having its registered office at Level 6, No.403 Galle
Road, Colombo 03, in the said Republic of Sri Lanka (hereinafter called and referred to as “Company” which term and
expression where the context so requires mean and include the said DUO SOFTWARE (PRIVATE) LIMITED, its successors and assigns)
of the Other Part.


 


WHEREAS
the Company is engaged in the business of developing and marketing software for Data Analytics, Customer Life Cycle Management,
Subscriber Billing and Work Flow.


 


AND
WHEREAS he Company requires funds to invest in the final stages of product development and distribution.


 


NOW
THIS AGREEMENT WITNESSETH in consideration of the foregoing and the mutual covenants herein constituting good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and the parties do hereby agree on the following terms
and conditions.


 


		1.	Principal
                                         Facility Amount



 


The
Company agrees to borrow from the Lender and the Lender agrees to lend to the Company, a total sum of United States Dollars Seven
Hundred Ninety Five Thousand Seven Hundred and Seventy Four (US$ 795,774/-) (hereinafter called and referred to as “the
Principal Facility”) subject to the terms and conditions hereinafter stipulated.


 


		2.	Interest
                                         Rate



 


The
rate of interest on the Principal Facility shall be eight percent (8%) per annum.


 


		3.	Repayment



 


	 	(a)	The
    Company shall repay the Principal Facility upon completion of thirty six (36) months from the date of this Agreement.
	 	 	 
	 	(b)	The
    Lender shall have the first right and choice to decide to receive the repayment of the Principal Facility together with interest,
    either in cash or issuance of common stock of Duo World, Inc. at a set conversion price per share (common stock).
	 	 	 
	 	(c)	The
    conversion price of a share (common stock) shall be at a discount of twenty percent (20%) from the PPM price then applicable.





 



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		4.	Representation
                                         and Warranties






 


	 	 	Each
    party to this Agreement represent and warrant to each other party that;
	 	 	 
	 	(a)	The
    Lender and the Company respectively has the power, authority and capacity to enter into and its obligations under this Agreement;
	 	 	 
	 	(b)	The
    execution, delivery and performance of this Agreement by the Lender and the Company has been duly and validly authorized;
	 	 	 
	 	(c)	This
    Agreement constitutes the legal, valid, binding and enforceable obligation for such party; and
	 	 	 
	 	(d)	The
    execution, delivery and performance of this Agreement by the Company does not violate its Memorandum and Articles of Association,
    corporate law, by-laws or other comparable charter documents or any provision of any laws, regulation, order or decree applicable
    to it.


 


		5.	General
                                         Terms and Conditions



 


	 	(a)	The
    Company shall inform the Lender of any material changes that may affect the Lender.
	 	 	 
	 	(b)	The
    Lender reserves the right to withdraw the Principal Facility in the event any change in circumstances including but not limited
    to material change in controlling ownership/management of the Company.
	 	 	 
	 	(c)	The
    Lender reserves the right to later and/or restructure the various limits detailed above herein.
	 	 	 
	 	(d)	The
    Lender reserves the right to review at his sole discretion, the Principal Facility hereunder from time to time and discontinue
    or vary the terms and conditions relating thereto including but not limited to the rate of interest.
	 	 	 
	 	(e)	Notwithstanding
    the term or the period specified for which this Principal Facility was granted, the said Principal Facility is repayable by
    the Company at any time on demand of the Lender without previous notice to the Company.
	 	 	 
	 	(f)	All
    expenses, stamp duty, legal and other related charges that may arise in this connection shall be borne by the Company.


 


		6.	Amendment
                                         and Modification



 


The
Company shall not amend or modify any provisions of this Agreement unless first obtaining the written approval from the Lender.


 


		7.	Waiver



 


No
breach of any provision of this Agreement shall be deemed waived unless it is waived in writing. No. course of dealing and no
delay on the part of the Lender in exercising any right will operate as a waiver thereof or otherwise prejudice the Lender’s
rights, powers, or remedies under this Agreement. No rights, powers, or remedies conferred by this Agreement upon the Lender will
be exclusive of any other rights, power or remedy now or hereafter available at law, in equity, by statute or otherwise.


 


		8.	Severability
                                         of Provisions



 


If
any provision of this Agreement is held to be void, invalid, unenforceable or illegal, that provision shall be limited or eliminate
to the minimum extent necessary and the other provisions of this Agreement shall continue in full force and effect and enforceable.


 


		9.	Entire
                                         Agreement



 


This
Agreement shall constitute the complete and entire agreement between the Parties and supersede all prior understandings, arrangements,
correspondence, or agreements concerning the subject matter herein contained.


 


		10.	Governing
                                         Law



 


This
Agreement shall be governed and construed in accordance with the laws of Sri Lanka and its courts shall have exclusive jurisdiction
in any matter arising out of or in connection with this Agreement.


 


		11.	Notices



 


Parties
agree that notices sent in respect of this Agreement shall deem to have been received is sent by registered post to the address
given above.


 






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IN
WITNESS WHEREOF the Lender and the authorized representative of the Company has placed their respective hands hereunto and
to another of the same tenor and on the date as hereinbefore mentioned.


 


	Signed
    by:	 	
	 	 	For
    and on behalf of the Company
	Lender	 	Duo
    Software (Pvt) Ltd
	 	 	 
	/s/
    Muhunthan Canagasooryam	 	/s/
    Jennifer Samuel Perera
	Muhunthan
    Canagasooryam	 	Jennifer
    Samuel Perera
		 	Director
    / Chief Finance Officer










 


Witnesses


 





	 	1)	________________________
	 	 	Name:
	 	 	NIC
    No:
	 	 	 
	 	2)	________________________
	 	 	Name:
	 	 	NIC
    No:







 




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