Appario HOTW Standard Domestic Vendor Agreement

June 2020

STANDARD VENDOR AGREEMENT

THIS STANDARD VENDOR AGREEMENT (“Agreement”) is executed at Bengaluru, Karnataka, India by and
between the Vendor and Purchaser described below and shall be effective as of the Agreement Effective Date.

The Vendor and the Purchaser shall hereinafter collectively be referred to as “Parties” and individually as “Party”.

The Parties to this Agreement agree and accept that Annexure 1 (Commercial Annexure) and Annexure 2 (Basic
Terms and Conditions) are an integral part of this Agreement.

Agreement Effective Date

May 11, 2021

Details Vendor

Name
SV Enterprises

Registered Address Flat No 8, Block No 16, WEA Karol Bagh, West Delhi, Delhi, 110005

Communication Address Flat No 8, Block No 16, WEA Karol Bagh, West Delhi, Delhi, 110005

PAN
ADXFS1134P

Contact Person Name

Mr Vivek Nanda

Email Address
Sv.office.08@gmail.com

Whether the Vendor is a

micro or a small enterprise? No

If Vendor is a micro or a small

enterprise, insert the
registration details.
Name of Vendor’s Mr. Vivek Nanda
authorized signatory
Designation of Vendor’s
authorized signatory Partner

Page 1 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

Details Purchaser

Name Appario Retail Private Limited

Registered Address Lower Ground Floor, S-405, Greater Kailash – II, New Delhi – 110048

Communication Address 1st Floor, UB Plaza, Municipal No. 1 and 2, Vittal Mallya Road, Bengaluru –
560001, Karnataka

PAN AALCA0171E

Contact Person Name Legal Department

Email Address legal@appario.in

Name and Designation of the Srikanth Krishnarao Narsimhamurthy, MD & CEO/

authorized signatory Sharath Narahari Belur, CFO

SIGNATURE OF THE PARTIES

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized
representatives as of the Agreement Effective Date hereinabove written:

SIGNATURES
For and on behalf of PURCHASER
Sharath Belur
Sharath Belur (May 10, 2021 23:34 GMT+5.5)

For and on behalf of VENDOR

Vivek Nanda (May 11, 2021 14:39 GMT+5.5)

Stamp Paper Number: IN-KA12913419812495T

The stamp paper identified above is an integral part of this Agreement

Page 2 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

ANNEXURE 1
COMMERCIAL TERMS

The following table sets out the commercial terms agreed between Vendor and the Purchaser:

Commercial Term Particulars of the Commercial Term

Mutually Agreed Margin;
Margin / [Support for
margin dilution due
to price drop] As mutually agreeable in writing between Purchaser and Vendor

In addition, the Parties may mutually agree on discounts, concessions, reductions,

etc. in lieu of the purchase and sale of the Products under the ContraCogs
Agreement (defined below)

Number of look back No.

days for claiming
price protection

Payment Terms 30
Payment shall be made by the Purchaser within____________ days from:

the date of delivery of the Product at Purchaser’s designated delivery location

Further, the Parties agree that the payment may be made by the Purchaser before
the timeline agreed hereinabove either at its own discretion or at Vendor’s request,
at a discounted rate mutually agreed between the Parties.

Freight Cost / Mode of Cost of shipment for shipping of Vendor

Return Products to the Purchaser to be borne
by:

In case of returns for any reasons, cost

of return shipment for shipping of Purchaser
Products to the Vendor shall be borne
by:

Page 3 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

Commercial Term Particulars of the Commercial Term

Further, the Parties agree that in the event the cost of shipment is to be borne by
the Vendor and the Purchaser arranges for the carrier for the delivery of the
Products to its designated location, then the Purchaser reserves the right to charge
or reimburse the cost incurred, as may be mutually agreed between the Parties.

100
Re-purchase of The Vendor agrees to re-purchase from the Purchaser, at ____________ % of the
unsold or unhealthy invoice value, the Product inventory which remains un-sold for a period of
slow-moving
90
inventory support ______________ calendar days from:
(undamaged
overstock) the date of delivery of the Product at Purchaser’s designated delivery location

Re-purchase of The Vendor agrees to re-purchase from the Purchaser, at the cost and expense of
unsellable inventory
Vendor
(customer damaged, the _________________________and at the value as set out below, the Product
open box, damage to
box, DOA) inventory on account of:

Re-Purchase Value
Reason of Re-Purchase Permissible?
(in % of Invoice Value)
Customer damaged Yes 100

Warehouse damaged No

Vendor damaged
(including where the box is
Yes 100
open or there is damage to
the box)
Defective / dead on arrival
Yes 100
(DOA) Product

* If Customer Damaged is selected above as “No”, then the Purchaser shall

be entitled to additional liquidation damage margin of ____________ % which will

be deducted from the payments due to the Vendor under this Agreement

Page 4 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

Commercial Term Particulars of the Commercial Term

No.
Unsellable Inventory
Return - Minimum
Quantity / Value

Return Authorization
Required No

Place of Delivery As specified in the PO.

Page 5 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

ANNEXURE 2

BASIC TERMS AND CONDITIONS

WHEREAS, (a) the Vendor is, inter alia, engaged in the business of manufacturing/trading of Products (defined
below), (b) the Purchaser is, inter alia, engaged in the business of buying and selling, and otherwise dealing in
goods and merchandise, the Vendor desires and thus has approached the Purchaser to supply products of brand
as may be specified in the relevant PO (defined below), including labeling and packaging thereof (“Products”) to
the Purchaser for the purposes of onward sale to business, industrial or institutional consumers (“Business
Sales”) and/or individual consumers by the Purchaser.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions and understandings set forth
in this Agreement and other good and valuable consideration (the receipt and adequacy of which are hereby
mutually acknowledged), the Parties with the intent to be legally bound hereby agree as follows:

1. PURCHASE ORDERS; PRICING AND TAXES

1.1. This Agreement governs the Purchaser’s purchase of Products from the Vendor. The Purchaser is not
obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor accepts a
purchase order (“PO”). Each PO is a separate obligation, and the Vendor will not substitute Products or
combine or consolidate POs without Purchaser’s consent. The Purchaser may modify or cancel POs
without cost before Vendor delivers Products to the Purchaser. The PO, inter alia, provides Prices,
Product specifications, timelines for delivery of the Products, designated place of delivery, etc. Prices
shall mean the prices of the Products mutually agreed between the Parties and specified in the PO
(“Prices”). The margins on Products, payment terms (including discounts or rebates), the mode of
payment, and such other terms as may be relevant and applicable to the sale and purchase of Products
shall be specified in Annexure 1, which may be amended from time to time as agreed in writing between
the Parties.

1.2. Vendor would charge, and the Purchaser will pay any applicable taxes including goods and services tax,
as may be statutorily leviable (“Tax”), provided that such Taxes are explicitly stated separately on the
original invoice that the Vendor issues to the Purchaser and that such invoice is a valid Tax invoice under
Law. The Vendor agrees to provide the Purchaser such other documents in relation to the applicability
and payment of the Taxes along with the invoice as may be required by the Purchaser for claiming Tax
credits. If at any time the credit for Taxes under Law is denied to the Purchaser or payment is demanded
by statutory authorities due to a deficient invoice or incorrect reporting of transactions or inadequate
documents or in the event an invoice or other Tax documents do not satisfy the requirements under Law
including without limitation the Central Goods and Services Tax (Eighth Amendment) Rules, 2019 (the
GST E-Invoicing Rules), wherever applicable or due to Vendor’s failure to deposit the Tax collected, the
Vendor agrees and undertakes to defend, indemnify and hold the Purchaser harmless against any denied
Tax credits as well as any interest, penalties and all other charges/ expenses imposed on the Purchaser
as a result of claiming such Tax credit. The Purchaser reserves the right to deduct or withhold any Taxes
as per Laws against any amounts due to the Vendor under this Agreement. Any payment to the Vendor as
reduced by such deductions or withholdings shall constitute full and final settlement of the payment
obligations of the Purchaser. The Vendor agrees to provide necessary documentation including but not
limited to permanent account number (PAN), for the Purchaser to undertake its obligations under the
Laws. The Vendor shall be responsible for ensuring that they are registered under the Tax Laws during
the term of this Agreement. In case the registration is cancelled, withdrawn or surrendered during the
term of this Agreement, the Vendor undertakes to intimate the Purchaser immediately.

Page 6 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

2. WARRANTIES AND COVENANTS

2.1. Vendor represents and warrants that:

(a) the Products: (i) are genuine, original, defect-free and have requisite manufacturer warranty (as
applicable); (ii) are as per the specifications of the PO/samples; (iii) and all constituents thereof,
are new and not refurbished or reconditioned, unless otherwise agreed in writing; (iv) are not
counterfeit, adulterated or misbranded; (v) or the sale, stocking, exhibition, offer for sale or
distribution thereof, do not violate, infringe upon or misappropriate any third party IPR or Laws;
(vi) and the manufacturing, assembling, packaging or sale thereof by the Vendor to the
Purchaser, is compliant with all Laws including without limitation the Legal Metrology Act, 2009
and the Legal Metrology (Packaged Commodities) Rules, 2011 made thereunder; (vii) have a
clear and marketable title and are free from all kinds of encumbrances; (viii) include an accurate
UPC or EAN barcode conforming with GS1 standards or such other identifying information as the
Purchaser may reasonably request; and (ix) it has all rights, authorizations, approvals, licenses
as may be applicable to sell the Products to the Purchaser;

(b) the Materials, if provided by the Vendor: (i) are accurate and complete; (ii) are not deceptive or
misleading; (iii) and use or display thereof by the Purchaser, do not violate any third party’s IPR
or Laws;

(c) the Vendor: (i) in case it is a manufacturer of the Products, (A) has sufficient service center
network across India and personnel with required skills and expertise, to provide timely after-
sale services (including repairs, redressing consumer complaints, honouring warranty, etc.) in
relation to the Products, (B) has, where applicable as per Laws, obtained the necessary
authorization under the E-Waste (Management) Rules, 2016 (“EWM Rules”) and has procedures
in place to ensure environmentally sound management of e-waste arising out the Products as
per the EWM Rules; (ii) in case it is an authorized distributor of the Products, has sufficient
arrangement with the manufacturer or its authorized service centers in India, (A) to ensure that
the foregoing after-sale services are provided in relation to the Products on terms at least as
favorable as those provided to the Products that are directly purchased from the manufacturer
or other authorized retailers, (B) where applicable as per Laws, to ensure environmentally sound
management of e-waste arising out the Products as per the EWM Rules;

(d) the Vendor: (i) is duly incorporated or validly formed (as applicable), and existing under the
Laws; (ii) has obtained all licences, approvals and consents necessary under the Laws to carry
on its business operations and is in compliance with the Laws, (iii) has the full authority and has
taken all necessary approvals (corporate, statutory or otherwise) to enter into and to perform its
obligations under this Agreement; (iv) entering into and performing its obligations under this
Agreement do not violate or conflict with any Laws, its constitutional documents, any other
agreement it is or may be bound to; (v) is the owner or licensed user of the IPR in the Product as
well as the Material in relation thereto and has the rights to sub-license the IPR in the Product
and the Material to the Purchaser; and (vi) is not subject to sanctions or otherwise designated
on any list of prohibited or restricted parties or owned or controlled by such a party, including
but not limited to the lists maintained by the United Nations Security Council, the US
Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and
Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European
Union or its member states, or other applicable government authority, (vii) has duly authorized
the signatory/ (ies) executing this Agreement on its behalf by obtaining all necessary approvals
(corporate, statutory or otherwise); and

Page 7 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

(e) all the documents, declaration or information furnished, disclosed or delivered by the Vendor to
the Purchaser pursuant to this Agreement is correct and true in all material aspect.

2.2. Vendor agrees and undertakes that the:

(a) Vendor shall furnish all documents as may be reasonably requested by the Purchaser in an
electronic format on the web interface provided by the Purchaser or such other interface/
system as may be used by the Purchaser from time to time or in any other format as may be
requested by the Purchaser to evidence its compliance with any of its representations and
warranties;

(b) in order to enable the Purchaser to offer all the types and categories of the Products to its end
customers, the Vendor shall, from time to time, on a good faith basis, provide the Purchaser with
the updated catalogue containing different types, categories or models of the Products;

(c) if any Product or component or part thereof is recalled by a regulatory body or the manufacturer,
or is discovered by the Vendor that it does not comply with the applicable regulatory standards
or the Laws, the Vendor shall immediately notify the Purchaser of the recall or non-compliance,
and shall provide copies of the recall notice or notice of non-compliance, as applicable, and all
other supporting documentation evidencing such recall or non-compliance. In such an event,
the Purchaser may elect to (i) reject Product in whole or in part, or (ii) revoke its acceptance of
Product in whole or in part. If the Purchaser rejects the Product or revokes its acceptance of
Product, the Vendor shall remove the particular Product from Purchaser’s possession at no cost
to the Purchaser and shall reimburse Purchaser for all payments made for those Products;

(d) Vendor shall notify the Purchaser in writing of the details of any change in the maximum retail
price (“MRP”) of any of its Products at least 7 (seven) days in advance before implementing such
change; In such an event, the Vendor shall at the option of the Purchaser either (i) replace the
Products in the Purchaser’s possession with Products with the revised MRP information; or (ii)
take back the Products in the Purchaser’s possession at no cost to the Purchaser and shall
reimburse Purchaser for all payments made for those Products.

(e) Purchaser shall have sole discretion to choose the Products that may be included by the
Purchaser for the Business Sales.

2.3. The Vendor hereby grants the Purchaser a worldwide, perpetual, royalty-free and limited license to use
the IPR in the Product and the Material solely for selling, marketing and distributing the Products.
Further, the Vendor agrees that on an ongoing basis and as and when requested by the Purchaser, the
Vendor will provide to the Purchaser or its representatives/agents, free of charge, all Materials, in a timely
and reasonable manner.

3. MICRO AND SMALL ENTERPRISE

3.1. If the Vendor declares to the Purchaser that the Vendor is a micro, or a small enterprise (“MSME”) under
the Micro, Small and Medium Enterprises Development Act, 2006 or any other applicable Law (“MSME
Law”), then the Vendor shall, on or prior to the execution date of this Agreement, furnish the copies of
such certificates, registrations and other documents (including without limitation entrepreneurship
memorandum, Udyog Aadhar registration certificate, etc.) (“MSME Certificate”) as may have been
issued to such Vendor under the MSME Law evidencing its status as MSME, to the Purchaser, for the
Purchaser to undertake its obligations under the MSME Law.

Page 8 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

3.2. The Vendor shall provide written confirmation to the Purchaser in relation to the validity and
effectiveness of the MSME Certificate on a quarterly basis or such other periodicity as the Purchaser may
prescribe, for the Purchaser to undertake its obligations under the MSME Law. In case the MSME
Certificate is cancelled, withdrawn or surrendered or the Vendor is otherwise made ineligible to take
benefits as an MSME under the MSME Law, the Vendor undertakes to intimate the Purchaser immediately
of such cancellation, withdrawal, surrender or ineligibility.

3.3. If the Vendor fails to comply with the requirements of this Section, then the Purchaser may not provide
the Vendor with the benefits as available to the MSME under the MSME Law and the Vendor shall defend,
indemnity and hold the Purchaser harmless against any claim, loss, damage, cost, expense or other
liability (including attorney’s fees) that may arise under the MSME Law.

4. PRODUCT RETURNS; EFFECT OF REMEDIES; PRODUCT RECALLS

4.1. The Purchaser may elect to (i) reject Products in whole or in part: (a) is damaged or defective; or (b) does
not conform to the terms of this Agreement or the applicable PO (such as agreed specifications, quantity
or quality requirements, samples, packaging and labeling requirements and other specific instructions
given by the Purchaser); or (c) is subject to recall; or (d) is mutually agreed between the Parties; or (e) is
delivered late. If the Purchaser rejects the Product in whole or in part, (“Reject Products”), the Vendor
shall remove the Reject Products from Purchaser’s possession at no cost to the Purchaser and shall
reimburse Purchaser for all payments made for those Reject Products, including without limitation the
storage fees.

4.2. The Purchaser shall within a period of 10 (ten) business days from the receipt of the Products at such
location as may be specified by the Purchaser, examine and inspect the Products to confirm if in terms of
quantity and specifications the Products delivered are as per the PO and notify the Vendor either of the
acceptance, rejection or return by the Purchaser of the Products delivered by the Vendor for any of the
reasons set out in this Agreement (“Intimation Date”).

4.3. Notwithstanding anything contained above, during peak business seasons including major festivals in
any particular region in India such as Diwali, Holi, Christmas, Ganesh Utsav, etc., the Vendor agrees that
the aforesaid period of 10 (ten) business days under Section 4.2 shall stand extended to 12 (twelve)
business days or such other days as may be mutually agreed, and such extended date shall be referred
to as the Intimation Date.

4.4. Within a period of 10 (ten) business days from the date of receipt of the Products (“Confirmation Date”),
the Purchaser shall examine and verify the invoices and other relevant documents issued by the Vendor
in relation to the sale of the Products (“Invoice Documents”) and notify the Vendor in writing, of any
discrepancies, inconsistencies and reconciliation in respect of such Invoice Documents. In the event the
Purchaser collects or picks up the Products from the Vendor’s designated place, the Purchaser shall
examine and verify the Invoice Documents and notify the Vendor in writing, within a period of 10 (ten)
business days from the date of receipt of the Products at the designated locations of the Purchaser, of
any discrepancies, inconsistencies and any reconciliation in respect of such invoices and other relevant
documents and this date shall be the Confirmation Date. The Purchaser shall make payments to the
Vendor in relation to the purchase of the Products subject to receipt of a valid Tax invoice in the form
prescribed under Laws.

4.5. Vendor will provide the Purchaser immediate written notice of any recall. Vendor is responsible for costs
incurred by the Purchaser in a recall including any shipping costs related to the return of the affected
Product and a provision of a replacement Product to the customers, if available, as well as any amount
of Tax or Tax credits which are unrecoverable.

Page 9 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

4.6. The Vendor agrees that it shall be its responsibility to timely access the web interface provided by the
Purchaser or such other interface/ system as may be used by the Purchaser from time to time and check
whether the Purchaser has approved the Products in terms of this Section. Payment of an invoice does
not limit the Purchaser’s remedies including the right to return or reject the Products due to the reasons
set out in this Agreement.

4.7. Notwithstanding anything contained in this Agreement, the Purchaser may at any time revoke the
acceptance of Products (in whole or in part) and return to the Vendor at Vendor’s expense any Product
that (i)does not conform to Laws, or (ii) is damaged or defective. In such an event the Vendor shall
reimburse Purchaser for all payments made for such Products, including without limitation the storage
fees.

5. TITLE TO AND RISK OF LOSS OF THE PRODUCTS

5.1. The risk of loss in relation to the Products shall be passed to the Purchaser upon delivery of Products at
Purchaser's designated location. Notwithstanding anything contained in this Agreement, the title to the
Products shall be transferred to the Purchaser on the Intimation Date.

5.2. In case the Purchaser is required to return the Products to the Vendor for any reason whatsoever , the
risk of loss and title of such Products (“Returned Products”) shall stand transferred to the Vendor: (a)
upon handing over of the Returned Products by the Purchaser to the carrier authorized by the Vendor, or
(b) upon delivery of the Returned Products to the Vendor’s designated place by the carrier authorized by
the Purchaser, as the case may be, and thereafter, the Purchaser shall have no further obligations,
liabilities or responsibilities in relation to the Returned Products. The Vendor shall, within a period of 5
(five) business days from the date of receipt of the Returned Products by the Purchaser examine and
inspect the Returned Products and notify the Purchaser in writing, in case of: (i) any short-fall in the
Returned Product or damage thereto in transit, and/ or (ii) discrepancy in the Returned Products. In the
event of failure of the Vendor to notify the Purchaser as above within the prescribed timelines, the Vendor
shall be deemed to have accepted the delivery of the Returned Products and the Purchaser shall have no
liability thereafter.

5.3. Parties agree and accept that (i) if the Vendor rejects the Returned Products in breach of the terms of this
Agreement; or (ii) if the Vendor fails to collect and remove the Returned Products from the possession of
the Purchaser, then the Purchaser shall, at its discretion and at Vendor’s cost, be entitled to liquidate or
dispose-off the Returned Products and retain any proceeds realized therefrom, without any liability
towards the Vendor. Furthermore, the Purchaser may issue a debit note depicting the differential value
between the value of the Returned Products and the Returned products liquidated or disposed-off as
contemplated in this clause.

6. INDEMNIFICATION; LIMITATIONS; REMEDIES

6.1. Vendor shall defend, indemnify and hold the Purchaser, its Affiliates, and their respective officers,
directors, employees, and agents, harmless against any claim, loss, damage, settlement, cost, expense
or other liability (including attorney’s fees) that arises from (each a “Claim”):

(a) any recall or manufacturing defect or breach of warranties in relation to the Product;

(b) any infringement or misappropriation of any proprietary and/or third party IPR by Products or
the Materials which Vendor (or a third party at Vendor’s direction) provides to the Purchaser;

Page 10 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

(c) fraud, breach of confidentiality obligations, negligence or intentional misconduct by the Vendor
or its employees, contractors or agents; and

(d) Vendor’s breach of this Agreement, the Laws and any other reason attributable to the Vendor.

6.2. Vendor will not consent to the entry of a judgment or settle any Claim which may materially prejudice the
Purchaser without the Purchaser' prior written consent, which may not be unreasonably withheld.
Vendor will use a counsel reasonably satisfactory to the Purchaser, and the Purchaser will cooperate in
the defense at Vendor's expense. If the Purchaser reasonably determines that any Claim may adversely
affect the Purchaser, the Purchaser may take control of the defense at its expense (without limiting
Vendor's obligations under this Section). Vendor's obligations under this Section 6 are independent of its
other obligations under this Agreement.

6.3. Neither Party will be liable to the other Party for any consequential, special, punitive, or indirect
damages, including lost profits or opportunities, even if such Party has been advised of the possibility of
such costs or damages.

6.4. Without prejudice to the rights and remedies of the Purchaser under this Agreement, the Purchaser may
at its discretion issue an invoice or debit note (as the case may be) to the Vendor of the value mentioned
hereunder, in following cases:

(a) a debit note depicting the value of Products rejected or returned under this Agreement including
Taxes and other ancillary removal cost incurred by the Purchaser thereon;

(b) an invoice depicting the value of Products rejected or returned under this Agreement and Taxes
charged thereon, in case the Products are returned from a Purchaser’s location , which is in a
State different than the State of the designated location of the Purchaser where the Vendor has
delivered the said Products;

(c) a debit note depicting the differential value between the quantity specified and charged for in
the invoice issued by the Vendor and the actual quantity of the Products delivered;

(d) a debit note depicting the value of Claim relating to the Product in following cases: (i) the Product
is returned by a customer owing to a manufacturing defect, counterfeiting or misbranding
claims, or (ii) there is actual or alleged infringement or misappropriation of any third party IPR
by the Products or the Materials, or (c) the sale, marketing, exhibition, offer for sale or
distribution of the Product by the Purchaser leads to breach of any Law; and

(e) a debit note depicting the payment of any sums owed by the Vendor, including any Taxes that
the Purchaser is legally and operationally required to withhold from the amounts payable to the
Vendor or any discounts, concessions, reductions, etc. that the Purchaser is entitled to under this
Agreement or under the ContraCogs. Agreement.

6.5. The Vendor shall have a period of 5 (five) business days to acknowledge the invoice and/or debit note and
to raise the credit note of an equivalent amount, acknowledging the debit note issued by the Purchaser
and/or intimate the Purchaser of discrepancies or inconsistencies, if any, in the debit note and/or the
invoice issued by the Purchaser, after which the Vendor shall deemed to have accepted the debit note
and/or the invoice and the Purchaser shall deemed to be authorized by the Vendor to make necessary
adjustments from the amounts payable to the Vendor under this Agreement against such debit note
and/or invoice.

Page 11 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

7. SHIPPING

7.1. Each Party shall be responsible for managing and paying for transportation of the Products that are
collected and delivered by the carriers authorized by such Party.

7.2. All Products will be shipped to the place specified by the Purchaser in the PO. Vendor will ensure that the
packaging of the Products is in accordance with standard industry practices and as per applicable law
including transport worthiness with reference to the value and the nature of the Products and the mode
of transport, to ensure that there is no loss or damage to the Products during transportation.

7.3. If the Vendor is the importer of any Products, Vendor will prepare and submit all documents required to
enter those Products into India and will pay any additional fees or charges due to insufficient
documentation. The Vendor shall keep and maintain with itself all relevant documents and records in
relation to the import of the Products and all the transactions contemplated under this Agreement in
accordance with the Laws.

8. INSURANCE

8.1. The Vendor shall maintain at all times an adequate and comprehensive insurance coverage of such
amounts as are customary for transactions contemplated in this Agreement, to cover any kind of risk
arising out of or in relation to this Agreement including any product liability, intellectual property
infringement, workmen compensation and the like.

8.2. It is hereby clarified that a successful recovery of insurance proceeds from the Vendor by the Purchaser
shall be adjusted against the indemnification obligations of the Vendor under Section 6. For any
indemnity obligations of the Vendor that are in excess of the insurance proceeds recovered by the
Purchaser, the Vendor shall continue to be responsible for the amount remaining to fulfill such
indemnification obligations.

9. CONFIDENTIAL INFORMATION

9.1. Vendor agrees and undertakes to treat as strictly confidential and protect all information and documents
received or obtained by it or its advisors, officers, directors, employees, representatives regarding the
Purchaser, its affiliates, its management, business or financing sources, etc. (collectively “Confidential
Information”) and will not at any time hereafter make public, disclose or divulge such Confidential
Information to any third party, provided, however, that:

(a) Confidential Information may be disclosed to such Vendor’s officers, employees and
representatives on a need to know basis and who have a contractual, legal, ethical or
professional duty to maintain the confidence of such Confidential Information; and

(b) Confidential Information may be disclosed to the extent required by Law provided a prior written
notice is given to the Purchaser along with all opportunities to prevent any disclosure of its
Confidential Information.

9.2. Vendor will use the Confidential Information only to fulfill its obligations under this Agreement and will
promptly return to the Purchaser or destroy such Confidential Information when this Agreement expires
or terminates. Section 9 covers all Confidential Information regardless of when the Party receives it.
Except with the prior written permission of the Purchaser, the Vendor shall not use any trademark, service
mark, commercial symbol, or other proprietary right of the Purchaser; issue press releases/statements,

Page 12 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

public statements or other publicity relating to the Purchaser or this Agreement; or refer to the Purchaser
in promotional materials.

10. MISCELLANEOUS

10.1. Term, Termination and Consequences: This Agreement shall continue to be in force unless terminated
by either Party with 60 (sixty) business days’ prior written notice to the other Party. Vendor shall be liable
to fulfill all POs it accepts before the effective date of such termination, unless otherwise instructed by
the Purchaser in writing. Unless otherwise agreed in writing between the Parties, the license granted to
the Purchaser under Section 2.3 shall survive the termination of this Agreement.

10.2. Survival: The provisions of this Agreement which by their nature are intended to survive termination of
the Agreement, will survive such termination including the provisions of Section 1 (Purchase Orders;
Pricing and Taxes), Section 2 (Warranties and Covenant), Section 3.3 (Micro and Small Enterprise), Section
(Product Returns; Effect of Remedies; Product Recalls), Section 5 (Title to and Risk of Loss of the Products),
Section 6 (Indemnification; Limitation; Remedies), Section 8.2 (Insurance), Section 9 (Confidential
Information), Section 10 (Miscellaneous), and payment obligations of the Parties.

10.3. Relationship of the Parties: Both the Parties are independent contractors and nothing in this Agreement
shall be construed to create a relationship of agency, employment, partnership, franchise, joint venture,
or any similar relationship between the Parties. Neither Party shall have any right or authority to act for
or to bind any other Party.

10.4. Notices: Unless otherwise stated, notices and all other communications given, made or required under
this Agreement shall be in writing, in English language and shall be delivered: (a) personally, (b) by
registered post or internationally recognised courier service, or (c) by electronic mail, in each case
addressed to the intended Party at its address(es) set out at the beginning of this Agreement or to such
other address as a Party may specify in writing to the other Party from time to time. In addition, the
Purchaser may deliver the aforesaid notices and all other communications at such electronic mail
address of the Vendor as the Vendor may register with the Purchaser or update the same from time to
time.

10.5. Assignment: The Vendor will not assign this Agreement or any obligation or right (including any right to
payment) in the Agreement, without the Purchaser’s prior written consent. The Purchaser may assign
this Agreement or any obligation or right (including any right to payment) in the Agreement, without the
Purchaser’s prior written consent.

10.6. Governing Law and Jurisdiction: This Agreement shall be governed by the Laws of India, without
reference to any applicable conflict of laws. Subject to Section 10.7 below, both the Parties agree to
submit to the exclusive jurisdiction of the courts at Delhi, India for any disputes arising out of or in relation
to this Agreement.

10.7. Dispute Resolution and Jurisdiction: All disputes and differences arising out of or in connection with
this Agreement, if not resolved within fifteen (15) days through discussion between the Parties, shall be
referred to the arbitration to be conducted by a sole arbitrator to be appointed by the Purchaser. The
decision and award determined by such arbitration will be final and binding upon the Parties. The
Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act,
1996, as may be in force from time to time. The arbitration proceedings shall be conducted in English and
the seat of the arbitration shall be Delhi. The arbitrator shall pass a reasoned award in writing within six
(6) months of the date of the appointment of arbitrator.

Page 13 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

10.8. Non-Binding Forecasts: The Purchaser may periodically provide non-binding forecasts to the Vendor for
guidance and planning purposes. The Vendor acknowledge that such forecasts merely indicates the
Purchaser’s expected requirements of the Products based on seasonality, market trends and other
variable factors, which may change over time.

10.9. Reconciliation of Payments: The Parties have a right to review and identify overpayments and/or under
deductions, as maybe applicable, during a period of 180 (one hundred and eighty) days from the date of
invoice to which, such overpayment/under deduction relates. However, such right shall not be applicable
to the Purchaser’s POs and Vendor’s invoice which have already been settled between the Parties as part
of the periodic quit-claim account reconciliation process (“Periodic Quit-Claim Process”). In the event
a Party identifies overpayment/under deduction, it shall communicate the same to the other Party in
writing, and the Parties shall mutually discuss and resolve the same within reasonable time. The Vendor
agrees to provide suitable declaration/ certification to the Purchaser, in the form acceptable to the
Purchaser, for releasing the Purchaser from all and any claims in relation to the Vendor’s invoice which
have been duly settled as part of the Periodic Quit-Claim Process.

10.10. Remedies; Waivers; Severability: The Parties’ rights and remedies under this Agreement are cumulative
and are without prejudice to any other rights and remedies available under Law, contract or otherwise.
Either Party’s failure to enforce any provision will not be a waiver of the Party’s rights to subsequently
enforce the provision. If any provision is held to be invalid, then that provision will be modified to the
extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions.

10.11. Conflict Resolution; Entire Agreement: To the extent there is a conflict between this Agreement, and
the PO, the terms of the Agreement will control. Parties may use standard business forms or other
communications (such as invoices, confirmations or shipping documents), but use of such forms and
communication shall in no event, alter or supersede the provisions of the PO or this Agreement. This
Agreement is the entire agreement between the Purchaser and Vendor for the purchase and sale of
Products and supersedes all prior agreements and discussions whether oral or written.

10.12. Anti-Corruption Laws: The Vendor agrees and undertakes that neither Vendor, nor its affiliates,
directors, officers, employees, any of their agents or representatives have and nor shall in future
offer, pay, promise to pay, or authorize or approve payment or giving of money, property, gifts or
anything else of value, directly or indirectly to Purchaser’s directors, officers, employees, any of their
agents or representatives to influence any official action or secure an improper advantage in
connection with this Agreement. The Vendor agrees and undertakes that Vendor, its affiliates, directors,
officers, employees, agents and representatives shall abide by the Indian anti-bribery and anti-
corruption Laws and the United States’ Foreign Corrupt Practices Act of 1977 (“Anti-Corruption Laws”)
which prohibits the paying of bribes to anyone for any reason, whether in dealings with the government
or the private sector or any statutory body. The Vendor shall not violate or knowingly permit anyone to
violate (i) any applicable Anti-Corruption Laws in performing its obligations under this Agreement, and
(ii) its obligation and undertaking in this Section. The Purchaser shall have the right to immediately
terminate or suspend performance under this Agreement if the Vendor breaches this Section. The Vendor
shall maintain true, accurate and complete books and records concerning any payments made to
another Party by the Vendor under the Agreement, including on behalf of the Purchaser. The Purchaser
and its designated representative shall have the right to inspect the Vendor’s books and records to verify
such payments and for compliance with this Section.

10.13. Information Rights: The Purchaser shall have the right to require the Vendor to furnish such documents
as may be reasonably required by the Purchaser to determine or evidence the Vendor’s or the Product’s
compliance with this Agreement and/all the Laws. If such documents establish non-compliance by the
Vendor, Purchaser shall have the right to (i) forthwith terminate this Agreement and any PO issued

Page 14 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

hereunder; or (ii) forthwith suspend its obligations under this Agreement or the PO issued hereunder and
require the Vendor to cure such non-compliance within the prescribed timelines; or (iii) reject or return
the Products to the Vendor.

10.14. Revisions; Continued Use: The Purchaser reserves the right to change any of the terms of this Agreement
or any of its policies, at any time and in its sole discretion, by providing a notice of such changes, to the
Vendor. If such changes are not acceptable, the Vendor must notify the Purchaser within a period of 7
(seven) business days from the receipt thereof. Notwithstanding the foregoing, the Vendor’s continued
acceptance of the POs following the Purchaser’s notification of the revisions, will constitute Vendor’s
acceptance of the revisions.

10.15. Force Majeure: Neither Party to this Agreement shall be liable to the other Party for any delay or failure
on its part in performing any of its obligations including payment obligations under this Agreement
resulting from any cause beyond its reasonable control, including but not limiting to, strikes, riots,
protests, mass demonstration, natural disasters, pandemics, epidemic, outbreaks, earthquakes, wars,
civil or military disturbances, acts of terrorism, sabotage; acts of civil or military authority government
imposed restrictions or lockdowns, civil commotion, fire, floods, explosions, acts of God, acts of State,
etc. (“Force Majeure”) for a period that such Force Majeure event subsists. Parties agree that the
payment obligations under this Agreement shall continue to be remain suspended for a period of 30 days
from the date of cessation of the Force Majeure event.

10.16. Change in Law: Any change in the Laws due to any present or future action of any governmental
authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary,
reduce or otherwise affect, any of the obligations of Vendor under this Agreement, the Vendor agrees to
(a) notify the Purchaser of such changes, (b) comply with such changes in the Law, and (c) take all
reasonable steps to mitigate the adverse impact of such change upon its obligations under the
Agreement, (d) provide such assistance to the Purchaser as may be necessary to comply with the
foregoing.

10.17. Counterparts: This Agreement may be executed in counterparts, each of which, including signature
pages, shall be deemed an original, but all of which together will constitute one and the same instrument.
This Agreement may be executed by the Parties by affixing their respective electronic signatures and it
shall be deemed to an original for the purposes of effectiveness, validity and enforceability of this
Agreement. All parties hereto may rely upon electronic signatures as if such signatures were originals.

10.18. Definitions: For the purposes of this Agreement, ( (b) the expressions “Purchaser” and “Vendor”, unless
repugnant to the context or meaning thereof, includes their respective successors and permitted assigns;
(c) “Affiliate” means any entity that is domiciled in India in which the Purchaser or its group companies
have directly or indirectly, certain economic interest; (d) “IPR” means the intellectual property rights
owned or licensed, including copyrights, trademark, service mark, logo, designs, or such other similar
rights (whether or not registered); (e) “Law(s)” includes all applicable laws, by-laws, rules, regulations,
orders, ordinances, protocols, codes, guidelines, policies, notices, circulars, directions, judgments,
decrees, permit, license, authorization or any other decision of the governmental authority (including
central, state or any other political subdivision thereof or any entity, authority or body exercising
executive, legislative, judicial, regulatory or administrative functions); (f) “Material” means all materials,
Product information, and/or content (including but not limited to images, catalog
information/text/Video and graphics) in relation to the Product; and (g) “ContraCogs Agreement”
means the agreement(s) entered into by the Parties to record the terms and conditions applicable to
certain payments being made by the Vendor to the Purchaser in the nature of rebates, discounts,
promotions, etc., against the relevant Vendor’s invoices in lieu of the Products being purchased by the
Purchaser under this Agreement.

Page 15 of 16
 Appario HOTW Standard Domestic Vendor Agreement
June 2020

10.19. Interpretation: In this Agreement, (a) reference to the Laws shall be construed as including references
also to any amendment, consolidation, replacement or re-enactment, and subordinate legislation issued
thereunder, (b) the ejusdem generis rule will not apply to the interpretation of this Agreement, and (c) the
table of content, headings and bold typeface are inserted for convenience only and shall not affect the
construction of this Agreement (d) words importing the singular include the plural and vice versa, and
pronouns importing a gender include each of the masculine, feminine and neuter genders.

[End of Agreement]

Page 16 of 16
Appario Domestic Vendor Agreement
Final Audit Report 2021-05-11

Created: 2021-05-03

By: Gitesh M (gitesh.m@appario.in)

Status: Signed

Transaction ID: CBJCHBCAABAAOKyEenEj6s7NsWvFRzhzjB8uFPG_Nl-y

"Appario Domestic Vendor Agreement" History

Document created by Gitesh M (gitesh.m@appario.in)
2021-05-03 - 8:51:29 AM GMT- IP address: 49.37.3.17

Document emailed to Legal Team (legal@appario.in) for approval

2021-05-03 - 10:00:44 AM GMT

Document approved by Legal Team (legal@appario.in)

Approval Date: 2021-05-07 - 11:44:39 AM GMT - Time Source: server- IP address: 49.207.194.106

Document emailed to Naren Nandakumar (naren.nandakumar@appario.in) for approval

2021-05-07 - 11:44:41 AM GMT

Email viewed by Naren Nandakumar (naren.nandakumar@appario.in)

2021-05-07 - 11:45:00 AM GMT- IP address: 49.207.203.76

Document approved by Naren Nandakumar (naren.nandakumar@appario.in)

Approval Date: 2021-05-07 - 11:45:08 AM GMT - Time Source: server- IP address: 49.207.203.76

Document emailed to Sarvesh (sarvesh.v@appario.in) for approval

2021-05-07 - 11:45:09 AM GMT

Email viewed by Sarvesh (sarvesh.v@appario.in)

2021-05-10 - 12:49:59 PM GMT- IP address: 183.87.117.80

Document approved by Sarvesh (sarvesh.v@appario.in)

Approval Date: 2021-05-10 - 2:21:15 PM GMT - Time Source: server- IP address: 183.87.117.80

Document emailed to Sharath Belur (sharath.belur@frontizo.in) for signature

2021-05-10 - 2:21:16 PM GMT

Email viewed by Sharath Belur (sharath.belur@frontizo.in)

2021-05-10 - 2:45:48 PM GMT- IP address: 183.87.117.80
Document e-signed by Sharath Belur (sharath.belur@frontizo.in)
Signature Date: 2021-05-10 - 6:04:25 PM GMT - Time Source: server- IP address: 122.179.65.130

Document emailed to Vivek Nanda (sv.office.08@gmail.com) for signature

2021-05-10 - 6:04:27 PM GMT

Email viewed by Vivek Nanda (sv.office.08@gmail.com)

2021-05-11 - 8:59:33 AM GMT- IP address: 42.111.12.168

Document e-signed by Vivek Nanda (sv.office.08@gmail.com)

Signature Date: 2021-05-11 - 9:09:58 AM GMT - Time Source: server- IP address: 42.111.12.168

Agreement completed.
2021-05-11 - 9:09:58 AM GMT