FACILITIES SERVICES AGREEMENT

This Facilities Services Agreement (“Agreement”) is executed on [●] 2021.

BY AND BETWEEN

Stirring Minds Services Private Limited, a company incorporated under the Companies Act
2013, having its registered office at 2nd floor, 2-A/3 Kundan Mansion Asaf Ali Road Delhi New
Delhi DL 110002 IN, hereinafter referred to as “the Service Provider” (which expression unless it
be repugnant to the context or meaning thereof, shall mean and include his successors, legal
heirs, legal representatives and assignees) being the Party of the FIRST PART;

AND

International Value Retail Private Limited, a company incorporated under the Companies Act
1956, having its registered office at Shop No. 18 & 19, 435/179 Masood Pur village, Vasant Kunj
New Delhi South Delhi DL 110070 IN, hereinafter referred to as “the Client” (which expression
unless it be repugnant to the context or meaning thereof, shall mean and include its successors
in title and permitted assignees) being the Party of the SECOND PART.

The Service Provider and Client are hereinafter jointly referred to as the “Parties” and shall
individually be referred to as a “Party”.

WHEREAS:

1. The Service Provider has acquired the right to possess, refurbish and subsequently
operate the Demised Premises (as defined below) for business/commercial purposes. By
virtue of acquiring this right in the Demised Premises, the Service Provider has the right
to permit any of its clients to use the Scheduled Property (as defined below).

2. The Client being in need of a suitable premise for conducting its business approached
the Service Provider and expressed the desire the right to use the Scheduled Property as
its principle place of business.

3. The Service Provider has agreed to (a) grant the Client a right to use the Scheduled
Property as its principle place of business and (b) provide such services as detailed below
in relation to the occupation of the Scheduled Property by the Client on the terms and
conditions agreed by and between the Parties herein as stated below;

NOW THEREFORE THIS AGREEMENT RECORDS AND WITNESSES THE TERMS AND CONDITIONS
WHICH ARE HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:

1. CONFIRMING RECITALS

The Parties hereby confirm that all that they have stated/represented in the above recitals is
true and correct and record that they have entered into this Agreement believing and
accepting in good-faith the truth and correctness of their respective statements and
representations therein.

2. DEFINED TERMS

Definitions. In this Agreement, the following terms, to the extent not inconsistent with the
 context thereof or otherwise defined herein, shall have the following meanings assigned to
them herein below:

2.1. “Demised Premises” shall mean such location as described in Annexure A;

2.2. “Due Date” is the date by which the Client shall pay Service Fee to the Service Provider. Such
date shall be till the 10th of every calendar month;

2.3. “Force Majeure” shall mean to include any of the following events or conditions that directly
or indirectly hinder, limit or make impracticable the performance by a Party of any of its
obligations under this Agreement including acts of god, war (declared and undeclared),
terrorist attacks, riots, civil disturbance, strikes, fire, earthquake, explosion, floods, sabotage
or any other event reasonably beyond the control of the Party including but not limited to
any notice, order, rule or notification of the government, municipal corporation or any other
public or competent authority or of the court that prevents the Party from performing its
obligations, provided that the Party claiming the benefit of the Force Majeure had taken all
potential steps to mitigate the occurrence or effect of such Force Majeure event(s);

2.4. “Commencement Date” will be 10th April, 2021;

2.5. “Expiration Date” will be 9th March, 2022;

2.6. “Term” is such term which shall be from the Commencement Date till the Expiration Date;

2.7. “Lock-in Period” shall mean 6 months from the Commencement Date;

2.8. “Scheduled Property” shall mean such location as described in Annexure B;

2.9. “Security Deposit” shall mean a refundable and an interest free sum of INR 30,000/- which
the Client shall keep deposited with the Service Provider to secure due observance,
performance and compliance by the Client of all the terms and conditions of the Agreement
in respect of the Scheduled Property;

2.10. “Service Fee” shall mean the amount of INR 15,000 (plus GST if applicable) payable by the
Client to the Service Provider at the beginning of every month from the Commencement
Date for the Services provided by the Service Provider;

2.11. “Services” shall mean such services provided by the Service Provider including those set out
in Clause 3.1; and

2.12. “Taxes” means all forms of taxation and statutory, governmental and municipal charges,
duties, and levies, wherever chargeable and whether originating from the Republic of India
or any other jurisdiction; and any related penalty, fine, or surcharge.

1. OBLIGATIONS OF THE SERVICE PROVIDER

Subject to the terms and conditions of this Agreement, and any other policies that the
Service Provider may make available to the Client with prior notice from time to time during
the Term, the Service Provider will use commercially reasonable efforts to provide to the
Client the Services as described below:
1.1. Exclusive access to and use of the Scheduled Property;

1.2. Regular maintenance of the Scheduled Property;

1.3. Furnishings for the Scheduled Property of reasonable quality and in the quantity typically
provided to similar office spaces, workstations, and/or other workspaces;

1.4. Electricity for reasonably acceptable office use;

1.5. Access to and use of the meeting room within the Demised Premises;

1.6. Access to and use of a space for pantry arrangements if required;

1.7. Access to and use of power backup facilities in situations of a cut of power supply to the
Scheduled Property.

1.8. Access and use of printing and scanning services at the Demised Premise.

1.9. Inform the personnel of the Client of any document received through courier/post/hand
delivered at the demised premises in the name of the client.

1.10. Attend to any tax officers and connect to the local company representative at the earliest.

2. SERVICE PROVIDER’S RESERVED RIGHTS

1.11. The Service Provider is entitled to access the Scheduled Property in connection with the
provision of the Services for safety or emergency purposes without any notice.

1.12. The Service Provider reserves the right to alter the Scheduled Property, provided that the
Service Provider will not do so in a manner that substantially decreases the square footage
of the Scheduled Property or related amenities.

1.13. The Service Provider may also modify or reduce the list of Services or furnishings provided at
any time subject to the mutual agreement of the Parties.

2. TERM AND TERMINATION

2.1. This Agreement is valid during the Term and is subject to auto-renewal at the end of the
term unless expressed otherwise by either party.

2.2. The Client shall not be entitled to terminate this Agreement during the Lock-in Period for
reasons other than for a fundamental breach of any of the representations and warranties
furnished by the Service Provider in this Agreement.

2.3. This Agreement may be terminated by the Client without cause after the expiry of the Lock-
in-Period by (a) providing two (2) months’ notice in writing addressed to the Service Provider
or (b) making the payment of Service Fees in lieu thereof.

2.4. Either Party may terminate this Agreement for a material breach by the other. Such
termination for breach shall be on the basis of a prior written notice of at least thirty (30)
days, during which the defaulting Party shall be given the chance to cure the alleged breach.
If such breach remains uncured, then the termination shall become effective subject to the
non-defaulting Party choosing not to waive off the termination in its discretion.
2.5. Notwithstanding anything contained in this Agreement, the Service Provider may terminate
this Agreement for any reason whatsoever by providing 30 days' written notice.

3. SERVICE FEE

3.1. The Client shall pay the Service Fee to the Service Provider within the first ten days of each
month of the Term.

3.2. The Client shall be liable to pay all Taxes that may be levied/payable on the Service Fee
including GST (if applicable). However, any Taxes applicable on the ownership of the
building, shall be borne by the Service Provider.

3.3. All municipal/property taxes and any other Taxes payable to any statutory authorities or
departments will be borne by the Service Provider during the subsistence of this Agreement.
All utility charges provided to and used or consumed by the Client in the Scheduled Property
be payable by the Client.

3.4. The payment of the Service Fee shall be subject to TDS deductions at applicable rates and
the Client shall submit the consequent TDS certificates to the Service Provider at the end of
each financial year. In the event of full exemption or a lower TDS exemption obtained by the
Service Provider, the Client shall co-operate and shall not deduct or shall deduct TDS at such
lower rates, as the case may be, subject to relevant documentary evidence being furnished
by the Service Provider to the Client in this regard.

3.5. If the Service Provider fails and neglects within the given time to carry out any necessary
work or action to render the Scheduled Property usable for the Client to carry on its business
therein, then the Client shall be entitled, without any obligation to do so, to carry out the
necessary work and claim or deduct the expenditure incurred thereof from the Service Fee
payable to the Service Provider.

4. SECURITY DEPOSIT

4.1. The Service Provider shall be entitled to deduct, at the time of termination or expiry, from
the Security Deposit the amount of the arrears/outstanding dues or compensation for any
damage caused to the Scheduled Property, subject to reasonable wear and tear.

4.2. On the expiry of the Term or early termination, the said Security Deposit shall be refunded in
full subject to an inspection by the Service Provider and satisfactory handover of the
Scheduled Property by the Client.

5. CLIENT’S REPRESENTATIONS, WARRANTIES AND COVENANTS

The Client represents and warrants as follows:

5.1. The Client shall not do or suffer to be done anything in the Scheduled Property, which can
prejudice the rights of the Service Provider as a lessee of the Scheduled Property in any
manner whatsoever;

5.2. The Client shall not do, cause, allow or permit to be done in or around the Scheduled
Property any activity, which is illegal, immoral or anti-social in nature;

5.3. The Client cannot further license any portion of the Scheduled Property to any third party;
5.4. The Client shall not store or allow to be stored in the Scheduled Property any goods, articles
or things of hazardous inflammable explosive corrosive toxic or combustible nature, without
securing all statutory permissions and only after fully implementing safety regulations
required for the said purpose and taking all the safety measures as maybe recommended by
the concerned authorities;

5.5. The Client shall maintain the Scheduled Property in a good condition till the expiry or earlier
termination of the Agreement and shall vacate and handover the same in good condition. If
any structural damages are caused to the Scheduled Property or to any part thereof for any
reason attributable to the Client, the Client shall at its own cost, charges and expenses repair
and restore the same to its original condition. In case the same is not restored, then the
Client shall pay compensation to the Service Provider towards any damage done which
compensation if not paid the Service Provider shall be entitled to deduct such amounts from
the Security Deposit;

5.6. The Client shall be at liberty to bring in the Scheduled Property its own furniture, fixtures
and fittings, technology related equipment, telecommunication and fiber optic feed
equipment, to facilitate its own purpose and convenience with mutual consent and remove
the same on expiry or earlier termination of the Agreement without causing any damage to
the Scheduled Property or the fittings thereof;

5.7. The Client shall permit the Service Provider and/or his representatives to enter the
Scheduled Property for inspection and supervision at all reasonable times and/or to carry
out the necessary repairs at all reasonable times with at least 72 (seventy two) hours of prior
written notice being given. Further, if there is any damage to the Scheduled Property, then
the Client shall inform the Service Provider in writing as soon as possible. However, the
Service Provider shall not unreasonably conduct inspection/s on the Scheduled Property,
thereby causing disturbance to the said business of the Client; and

5.8. The Client shall comply with all applicable laws in relation to (a) the performance of its
obligations under this Agreement and (b) the conduct of its business at the Scheduled
Property.

6. SERVICE PROVIDER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

The Service Provider represents that:

6.1. The Service Provider has valid rights in its capacity as a lessee of the Scheduled Property and
has all the necessary authority and capacity to enter into this Agreement;

6.2. The Scheduled Property is free from all kinds of encumbrances and that the same is
sanctioned for commercial usage;

6.3. The Service Provider is entitled to source and procure electricity to the Scheduled Property
and has necessary consents and approvals for installing and operating power back-up
equipment; and

6.4. The Service Provider shall comply with all applicable laws in relation to (a) the performance
of its obligations under this Agreement and (b) the discharge of its duties while performing
the Services hereunder.
7. FORCE MAJEURE

In the event the Client is not able to use the Scheduled Property or portion thereof due to
any Force Majeure event, then in such event the Service Fee and all other charges/fees shall
be suspended till such time the Scheduled Property is put to the original condition by the
Service Provider. In the event that the said defects remains unrepaired beyond 30 (Thirty)
days from the date on which the Scheduled Property or any part thereof is rendered
uninhabitable or unusable, the Client shall be entitled to terminate the Agreement without
any liability to pay any Service Fee or charges for the remainder of the Lock-in Period and
the Service Provider shall refund the entire Security Deposit immediately.

8. INSURANCE

The Client shall be responsible for ensuring all fixtures, fittings and other items brought by it
in the Scheduled Property during the term of the Agreement.

9. INDEMNITY

9.1. The Client shall indemnify and hold the Service Provider harmless against any claim, action,
loss, damage or proceedings brought against the Service Provider arising from: (a) gross
negligence, fraud, or willful misconduct; (b) violation of any applicable law; or (c) material
breach of any of its obligations under this Agreement.

9.2. The Service Provider shall indemnify and hold the Client and its affiliated companies, and
their respective directors, officers, agents, and employees (each such person, the
“Indemnified Person”) harmless against any claim, action, loss, damage or proceedings
brought against the Indemnified Person: (a) gross negligence, fraud, or willful misconduct; or
(b) defect in the title of the Scheduled Property.

9.3. Notwithstanding anything to the contrary elsewhere contained in this Agreement, both
Parties, in any event, regardless of the form of claim, shall not be liable for any indirect,
special, punitive, exemplary, speculative or consequential damages, including, but not
limited to, any loss of use, loss of data, business interruption, and loss of income or profits,
irrespective of whether it had an advance notice of the possibility of any such damages.

10. STAMP DUTY AND REGISTRATION/LEGAL FEES

Each Party will bear its own legal costs. The Client shall bear and pay the adjudication fees,
stamp duty, registration and other incidental for duly stamping and registering this
Agreement. The Service Provider shall co-operate with the Client for completing the
registration formalities in the office of the concerned Sub-Registrar of Assurance, which shall
be completed as far as possible within 15 days from execution of this Agreement, if
necessary.

11. GOVERNING LAW

The provisions of this Agreement shall be governed by the applicable laws in India and
depending upon the nature of the proceedings to be adopted, the Courts in New Delhi shall
have exclusive jurisdiction to entertain, try and adjudicate the suit/dispute filed by and
between the Parties herein.
12. NOTICE

Any notice required to be served by any Party hereto to the other Party, it shall be deemed
to be sufficiently served upon if hand delivered with acknowledgement or sent by
Registered/Speed Post with the address of the Parties stated herein above. In case of any
change in such address, the Parties shall be at liberty to inform the other accordingly.

13. MISCELLANEOUS

13.1. Waiver. Neither Party shall be deemed by any act or omission to have waived any of its
rights or remedies hereunder unless such waiver is in writing and signed by the waiving
Party.

13.2. Subordination. This Agreement is subject and subordinate to the Service Provider’s lease
with the landlord of the Demised Premises and to any supplemental documentation and to
any other agreements to which the lease with such landlord is subject to or subordinate.

13.3. Severable Provisions. Each provision of this Agreement shall be considered separable. To
the extent that any provision of this Agreement is prohibited, this Agreement shall be
considered amended to the smallest degree possible in order to make the Agreement
effective under applicable law.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS DEED THE DAY AND YEAR
FIRST HEREIN ABOVE WRITTEN.

SIGNED AND DELIVERED BY THE SERVICE

PROVIDER

Name: Pranav Bhatia

Designation: Director & CEO

SIGNED AND DELIVERED BY THE CLIENT

Name:
Designation:
 ANNEXURE A

DESCRIPTION OF THE DEMISED PREMISES1

Stirring Minds, 2-A/3, Asaf Ali Road, Turkman Gate, Delhi, New Delhi - 110002

1 Note to Draft: To be inserted prior to finalisation

 ANNEXURE B

DESCRIPTION OF THE SCHEDULED PROPERTY2

Cabin 302, Third Floor

2 Note to Draft: To be inserted prior to finalisation

 ANNEXURE C

BANK DETAILS OF THE SPACE PROVIDER

Account Name – Stirring Minds Services Pvt. Ltd.

Account Number – 50200025626726

Bank – HDFC Bank Gagan Vihar Branch

IFSC Code – HDFC0004399