PRIVATE AND CONFIDENTIAL

August 10, 2019

Financial & Strategic Advisory Agreement

A. This Agreement confirms that Vihana Fashions LLP (herein, “Principal”) having
their office at A201, Pride Enchanta, Opp to BHEL, Ranganathan Colony,
Deepanjalinagar, Bangalore 560026, Karnataka, has retained Startup Basket having their
Office at No.007, Ground Floor, Hara Homes Apartments, 2 nd Cross, Bhuvaneshwarinagar,
BSK III Stage, Bangalore 560085 (herein, “Advisor”) , with July 10, 2020 as the Effective
Date, as its exclusive financial advisor for a period of 3 years, in connection with various
financial and strategic advisory services integral to the initial capital, strategic partnership,
growth capital, joint venture, capital funding, or such other transaction(s) as the equity
holders/Lenders, Principal might agree and accept as a result of Advisory services
undertaken under this agreement (the “Transaction”).

B. Advisor Duties

Advisor agrees to perform the following advisory services related to the Transaction and Other
services as the Principal may reasonably request, during the term of the Engagement :

Transaction Services:

Advisor will facilitate the smooth progress of the Transaction during the term of the
engagement as briefly listed below. Advisor will target angel investors, financial investors,
strategic investors and financial institutions depending on the requirement, from time to time.

1. Thorough review of the pitch deck

2. Preparation of the financial model, based on the information provided by the Principal
3. Continuous guidance and advisory with regards to various financial accounting,
statutory compliances, which are required to getting ready for due diligences by
prospective investors
4. Introductions to Investors/Financial institutions
5. Co-ordinate meetings with prospective investors, site visits and establishing a valuation
range for the Transaction
6. Structuring the Transaction to ensure the long-term alignment of the financing structure
with the interests of the Principal and acceptable to Investors
7. Tabling negotiations with Investors and finalizing the Transaction
8. Consummation of the Transaction with adequate safeguards to protect the long-term
Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
 interests of the Principal.

The objective is to provide the required capital for initial development and market reach, capital
for continuous growth in the topline and for acquisition of various capabilities.

In providing such services, the Advisor will serve merely as consultant to the Principal and the
Principal shall be wholly responsible to any and all payments due to other parties contracted by
the Principal such as Accountants, Legal Counsel, Valuers and Bank Processing fee, etc as may
be negotiated for the services rendered by such parties to the Principal with respect to the
successful consummation of the Transaction.

C. Information to be supplied

(a) The Principal undertakes to provide Advisor with all available accounting, financial
and other information regarding the financing requirement, viability and compliance to local
laws. The Principal acknowledges that Advisor will use the information provided by the above
persons and will not use any information from other sources unless such information is in public
domain. The information and answers provided pursuant to this paragraph are referred to
collectively hereinafter as the “Information”.

(b) The Principal undertakes to take all reasonable steps to ensure completeness and
accuracy of the above Information. If during provision of services hereunder Principal discovers
that some of the Information furnished to Advisor is inaccurate or not true or there exist other
facts, which may mislead Advisor or third persons, the Principal shall immediately serve a
respective notice to Advisor. Advisor shall have the right to rely on the assumption that any
Information furnished to it by the Principal or by third persons on behalf of the Principal, is
complete and true.

(c) Notwithstanding any provisions in this Agreement to the contrary, the Principal
undertakes to provide Advisor with all Information in its possession relating to its businesses and
affairs which it believes may be material in the context of the Transaction and shall at all times
keep Advisor fully informed of all facts, discussions and developments which it believes may be
relevant to the Transaction.

D. Fees and Expenses.

The Principal shall pay the following fees for Advisors’ services:

1. Success Fee for Primary Transaction. At the closing of the Transaction, the Principal shall pay
a success fee in the following manner:
a. 4 percent (Add GST as Applicable) of the total equity investment committed to the
company (even if it comes in tranches) in the normal course. The success fee is

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
 payable upon the receipt and acceptance of the commitment letter.
b. 4 percent (Add GST as Applicable) of the total amount of debt committed to the
company (even if it comes in tranches) in the normal course. The success fee is
payable upon receipt and acceptance of the sanction letter from the financial
institution.

2. Advisory Retainer: Apart from the Sl. No.1 above, the Principal shall pay a monthly retainer
of INR 20,000 towards preparation of documentation and information at various points in time
starting with initial capital raise from either angel investors or banks/financial institutions.

3. Expenses: All incidental expenses must be borne by the Principal. Expenses will be
preapproved by the Principal.

The Advisor will not be responsible for any fees or commission payable to separate financial or
other advisors used or retained by Principal, or by any offered in respect of the Transaction.

All fees are gross of any and all applicable withholding and similar taxes. Any such applicable
taxes must be borne by the Principal, at actual as prevailing on the date of the remittance. The
fees will be paid directly to the Advisor or to any other entity designated by the Advisor.

E. Indemnification.

In connection with engagements such as this, it is the Advisors’ policy and practice to receive
indemnification. The Principal will hold Advisor harmless and indemnify the Advisor against all
claims or expenses caused by misinformation given by the Principal to Advisor, which the
Advisor in turn may provide to prospective or actual investors, and the Advisor will hold
Principal harmless and indemnify the Principal against all claims or expenses caused by
misinformation generated by the Advisor without the prior written consent of Principal and given
by the Advisor to prospective or actual investors or regarding Advisor’s obligation to be
registered as a broker-dealer under all applicable laws of each jurisdiction in which it solicits
Advisor Participants to invest in Principal.

F. Non- Circumvention

The Principal agrees that during the term of this letter agreement and for a period of one
year after termination of this letter agreement (the “Tail Period”) , it shall not, and it shall not
permit any of its representatives to, directly or indirectly, initiate, solicit or encourage
discussions, inquiries or proposals, or participate in discussions or negotiations with the
investors introduced by the Advisors for the purposes of, or with the
intention of having any such party lead this or any other Transaction other than in accordance
with the terms of this letter agreement. It is also agreed that during the term hereof and during
the Tail Period, the Principal will not approach the investors to undertake any other transaction

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
with any of them in order to circumvent payment of the Success Fee to Advisor hereunder. In
case the Principal does close a transaction with the investor during the Tail Period but seeks to
avoid payment of the Success Fee, then the Principal agrees that it will pay the Success Fee (as
described above) to the Advisor.

G. Best Efforts Basis

The Principal understands that Advisor is acting as the Principal’s advisor in regard to this
Transaction, and that in this capacity, Advisor’s responsibility is limited to a “best efforts”
basis, and Advisor shall have no liability to the Principal in the event a Transaction is not
consummated for any reason.

H. Exclusivity

Subject to the provisions set forth in paragraph J below, the Advisor is given an exclusive
mandate to work with prospective investors identified for this Transaction for a period of six
months from the date of signing of this agreement, and during such period it shall be authorized
to submit presentation material and financial models of Principal to the prospective investors.
The specific responsibility of the Advisor is to generate a term sheet from the investors with
broad terms and conditions for the investment acceptable to the Principal.

I. Term of Agreement

This agreement shall commence on the date of signing of the agreement and shall continue for
the period of Six months (the “Term”) unless and until terminated earlier by either party hereto
for any reason. The principal will grant extension to the term of this agreement based on progress
made in securing the interest of the prospective investors during the term of the agreement.

J. Miscellaneous.

This letter agreement and the Indemnification provisions attached hereto contain the entire
agreement between the Principal and Advisors concerning the engagement of Advisor by the
Principal, and no modifications of this agreement or waiver of the terms and conditions hereof
will be binding upon either party, unless approved in writing by both parties. This letter
agreement shall be governed by and construed in accordance with the laws of the Republic of
India, without giving effect to principles of conflicts of laws.

The Principal acknowledges and agrees that (a) Advisors are not being retained to advise the
Principal on, or to express any opinion as to, the wisdom, desirability or prudence of
consummating a Transaction and (b) Advisor is not and shall not be construed as a fiduciary of
the Principal and shall not have duties or liabilities to the equity holders or creditors of the

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
Principal, or any other person by virtue of this letter agreement and the retention of Advisors
hereunder, all of which are hereby expressly waived. The Principal also agrees that Advisor shall
not have any liability (including without limitation, liability for losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements) other than
liability resulting from Advisor’s gross negligence, bad faith or willful misconduct or
misrepresentation (whether direct or indirect, in contract, tort or otherwise), to the Principal or to
any person (including, without limitation, equity holders and creditors of the Principal) claiming
through the Principal for or in connection with the engagement of Advisors, this letter agreement
and the Transaction(s) contemplated hereby. The Principal acknowledges that Advisor was
induced to enter into this letter agreement by, inter alia, the provisions of this paragraph.

This Agreement and shall be construed, interpreted and the rights of the parties determined in
accordance with the laws of India, without regard to the conflicts of law principles thereof. Each
party hereto, on behalf of itself and its Representatives, agrees to submit to the jurisdiction of any
court of competent jurisdiction located in India to resolve any dispute relating to this Agreement
and waives the right to move to dismiss or transfer any such action brought in any such court on
the basis of any objection to personal jurisdiction or venue.

If you agree with the foregoing, please sign and return one copy of this letter, which will
constitute our agreement with respect to the subject matter of this letter.

Sincerely,
For Startup Basket

By:

Name: Gopinath M R
Title: Director

CONFIRMED AND AGREED:

For Vihana Fashions LLP

By:

Name: Prashant Mane

Title: Director

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
 Annexure A

Indemnification

Principal shall indemnify Advisors and its affiliates and their respective directors, officers,
employees, agents and controlling persons (Advisors and each such person being an “ Advisor
Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Advisor Indemnified Party may become subject under any applicable law,
or otherwise, and related to, arising out of, or in connection with, (i) any untrue statement of a
material fact contained in any document, including without limitation the Information and public
information, furnished or made available by Principal (directly, through Advisors, or otherwise),
to any offered of the Principal’s securities or (ii) the omission to state therein a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading (each of the foregoing, an “ Advisor Indemnifiable Claim”) ;
provided, however, that such indemnity shall not apply to any loss, claim, damage, or liability to
the extent arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information about Advisors
furnished to Principal by Advisors, including without limitation Advisor’s status as a registered
broker-dealer in all jurisdictions applicable to the Transaction, or about Principal furnished to
potential Advisor Participants by Advisor without the prior consent of Principal, expressly for
use in the Transaction contemplated by the engagement letter of which this Annex A is a part
(the “Engagement Letter”) or the engagement of Advisors pursuant thereto, and the performance
by Advisors of the services contemplated thereby. Principal will reimburse each Advisor
Indemnified Party for all reasonable expenses (including cost of legal counsel) as they are
incurred in connection with the investigation of, preparation for or defense of any pending or
threatened Advisor Indemnifiable Claim or any action or proceeding arising therefrom, whether
or not such Advisor Indemnifiable Claim is initiated or brought by or on behalf of Principal. The
Principal will not be liable to Advisor hereunder to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court of competent jurisdiction to have
resulted from Advisors’ bad faith or gross negligence or willful misconduct or misrepresentation.

Advisor shall indemnify Principal and its affiliates and their respective directors, officers,
employees, agents and controlling persons (Principal and each such person being a “ Principal
Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Principal Indemnified Party may become subject under any applicable
law, or otherwise, and related to, arising out of, or in connection with, (i) any untrue statement of

a material fact about Advisor contained in any document furnished by or made available by
Advisor to Principal or to any offeree of the Principal’s s ecurities, (ii) the omission to state
therein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (iii) Advisor’s failure to be
registered as a broker-dealer in every jurisdiction in which it solicits Advisor Participants to
participate in the Transaction, or (iv) any untrue statement of a material fact about Principal

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
generated by Advisor without the prior written consent of Principal and that is contained in any
document furnished by or made available by Advisor to any offeree of the Principal’s securities,
(each of the foregoing, a “Principal Indemnifiable Claim”) ; provided, however, that such
indemnity shall not apply to any loss, claim, damage, or liability to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with written information about Principal furnished to Advisor or to potential
Advisor Participants by Principal, expressly for use in the Transaction contemplated by the
Engagement Letter. Advisor will reimburse each Principal Indemnified Party for all reasonable
expenses (including cost of legal counsel) as they are incurred in connection with the
investigation of, preparation for or defense of any pending or threatened Principal Indemnifiable
Claim or any action or proceeding arising there from, whether or not such Principal
Indemnifiable Claim is initiated or brought by or on behalf of Advisor. Advisor will not be liable
to Principal hereunder to the extent that any loss, claim, damage, liability or expense is found in
a final judgment by a court of competent jurisdiction to have resulted from Principal’s own bad
faith or gross negligence or willful misconduct or misrepresentation.

No Advisor Indemnified Party shall have any liability (whether direct or indirect, in contract or
tort or otherwise) to Principal or its security holders or creditors related to, arising out of, or in
connection with the Transaction, the engagement of Advisors pursuant to, or the performance by
Advisors of the services contemplated by, the Engagement Letter except to the extent that any
loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction
to have resulted from Advisors’ bad faith or gross negligence or willful misconduct or
misrepresentation.

No Principal Indemnified Party shall have any liability (whether direct or indirect, in contract or
tort or otherwise) to Advisor or affiliates related to, arising out of, or in connection with the
Transaction contemplated by the Engagement Letter except to the extent that any loss, claim,
damage or liability is found in a final judgment by a court of competent jurisdiction to have
resulted from Principal’s bad faith or gross negligence or willful misconduct or
misrepresentation.

Hereinafter, Advisor Indemnified Party and Principal Indemnified Party may collectively be
referred to as an “Indemnified Party” and each of Principal and Advisor may also be referred to
as the “Indemnifying Party”.

If the indemnification of an Indemnified Party provided for in this Annex A is for any reason
held unenforceable, although otherwise applicable in accordance with its terms, the
Indemnifying Party shall contribute to the losses, claims, damages and liabilities for which such
indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the
relative benefits to the Indemnifying Party, on the one hand, and the Indemnified Party, on the
other hand, of any contemplated Transaction (whether or not such Transaction is consummated)
or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held
unenforceable, in such proportion as is appropriate to reflect not only the relative benefits

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749
referred to in clause (i) but also the relative fault of the Indemnifying Party, on the one hand, and

the Indemnified Party, on the other hand, as well as any other relevant equitable considerations.
For the purposes of this paragraph the relative benefits to the Indemnifying Party and
Indemnified Party of any contemplated Transaction (whether or not such Transaction is
consummated) shall be deemed to be in the same proportion that the total value paid or issued or
contemplated to be paid or issued to Principal by Advisor Participants, as a result of or in
connection with any Transaction, bears to the fees paid or to be paid to Advisors by Principal
under the Engagement Letter; provided, however, that, to the extent permitted by applicable law,
in no event shall the Indemnified Party be required to contribute an aggregate amount in excess
of the amount actually received by such parties as a result of the Transaction contemplated by the

Engagement Letter.

The Indemnifying Party will not settle, compromise or consent to the entry of any judgment in
any pending or threatened claim, action or proceeding in respect of which indemnification has
been sought by an Indemnified Party under this Annex A, unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Party from all liability arising out
of such claim, action or proceeding.

If any Indemnified Party is requested or required to appear as a witness in any action brought by
or on behalf of or against the Indemnifying Party in which such party is not named as a
defendant, the Indemnifying Party will reimburse the Indemnified Party for all expenses incurred
in connection with such party's appearing and preparing to appear as such a witness, including,
without limitation, the reasonable fees and disbursements of its legal counsel.

The provisions of this Annex A shall continue to apply and shall remain in full force and effect
regardless of any modification or termination of the engagement or Engagement Letter or the
completion of Advisors’ services thereunder.

Startup Basket
Office : No.007, Ground Floor, Hara Homes Apts, 2nd Cross, Bhuvaneshwarinagar, BSK III
Stage, Bangalore - 560085
Contact Tel : +91 98800 55055; website : www.startupbasket.net, email: gopinath@startupbasket.net
CIN: U70100KA2015PTC078749