Dated: 7th July’2023

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) dated 7th day of July, 2023

is executed by and between:

M/s. HONASA Consumer Ltd., a private limited company incorporated

under the Companies Act, 1956 having its registered office at (hereinafter
referred to as the “Company” which expression unless repugnant to the
meaning and context hereof shall deem to mean and include its affiliates,
representatives in interest, successors in title and permitted assigns)
through its authorized representative, Manoj Kumar Yadav of the ONE
PART.

And

PINNACLE ASSOCIATES represented herein by its authorized signatory

Mr Vikas Kumar Singhania (hereinafter referred to as the “Channel
Partner Service Provider” or “CPSP”, which expression unless repugnant
to the meaning and context hereof shall deem to mean and include its
affiliates, representatives in interest, successors in title and permitted
assigns), through its authorized representative, Darpan Anand of the
OTHER PART.

This is to confirm that the Company has authorized PINNACLE

ASSOCIATES as a channel partner service provider.
Channel Partner Service Provider will provide the Company retail space in
the mall and Highstreet market as per company specification for Company
brand “Mamaearth”.

1. The Company shall pay following service charge to Channel Partner

Service Provider for availing the brokerage services as below
mentioned: -
Brokerage
Type of Store Commercial
Store 15 Days of Rental + GST
Kiosk on Flat Rate - If the Rentals are under below mentioned slabs
<65K 30K
65K-1.5L 40K
>1.5L 60K

The Company shall pay the service charges as per above-mentioned

tabulated amount within 15 days after receiving invoice from CPSP.

2. The Company is entitled to recover from Channel Partner Service

Provider any losses, interest and costs consequent or incidental
thereto that the Company may suffer on account of its inability to
claim input tax credit, whether arising from a failure or a delay on
your part in submission of invoice, or in case Channel Partner
Service Provider is listed as a non-compliant vendor on the GSTN
portal or otherwise, from any sums due or to become due to the
Company.

3. Except the consideration mentioned herein above no other

consideration under whatsoever name called shall be payable.
Payments will be made in name of Channel Partner Service Provider
and favour through Account payee cheque / RTGS against
submission of bill post completion of the transaction. This
consideration will be exclusive of the travel expenses and all other
incidental costs undertaken by Channel Partner Service Provider as
mutually agreed between the parties.

4. All costs relating to business expenses (including travel expenses)

incidental to services of Channel Partner Service Provider shall be
borne by channel partner service provider.
 5. This appointment is purely on a non-exclusive and contractual basis.
The relationship between parties shall be that of Principal to
Principal, the Company shall not have any obligation except the
discharge of the above consideration.

6. Notwithstanding anything contained in this Agreement, under no

circumstances Channel Partner Service Provider shall be entitled to
enter/execute any agreement on behalf of the Company or bind or
render us liable in any manner whatsoever.

7. The Channel Partner Service Provider acknowledges that any of the

confidential information, commercials, business plans etc. which
relates to Company might come into knowledge of CPSP during the
continuance of its assignment and association with the Company,
shall be strictly confidential shall not be disclosed, divulged to any
third party/ies or to general public by CPSP during the term of this
Agreement and anytime thereafter. We will be entitled to an all-legal
remedy including but not limited to immediate discontinuation of
this arrangement upon breach of confidentiality. This clause shall
survive the termination of this Agreement.

8. The scope of the works to be fulfilled by CPSP are listed as under:

i) Identify properties for M/s. Honasa Consumer Ltd

ii) Provide the Company with all the details of the upcomingmalls as
well as opportunities in the stand-alone high-street locations.

iii) Post shortlisting by M/s. Honasa Consumer Ltd, submit the plans /
layout and obtain a location approval from the Company.

iv) Help in negotiating all the commercial terms as per the pre-decided
norms as agreed between the parties in each project.

v) To complete the entire legal documentation process as per M/s.

Honasa Consumer Ltd requirements, this will particularly include
execution of ‘Letter of Intent’ (LOI), ‘Lease Agreement’, Leave &
License Agreement or any such agreement/s as may be required to be
executed between the parties.

vi) Help M/s. Honasa Consumer Ltd with the due diligence across all
projects and to that end provide all the required documents.
viii) . Provide M/s. Honasa Consumer Ltd project team with complete
support both prior to and during the project phase.

ix) Provide all other ancillary support services as may be required from
time to time.

x) Maintain confidentiality.

xi) The services listed herein above are only indicative in nature and CPSP
shall also perform all such other services as may be necessary for an
effective fulfilment of your assignment.

9. Any of the parties shall be entitled to terminate this Agreement by

issuing advance written notice of 30 days.
The cheque has to be made in the name of “PINNACLE ASSOCIATES”.
For Bank transfer detail below mentioned: -

Bank – Axis Bank

Name- Pinnacle Associates
A/c no. 920020065050904
Ifsc code – UTIB0003755
Branch – Inderpuri Branch, New Delhi-110012

ACCEPTED ACCEPTED

M/s. Honasa Consumer Ltd Pinnacle Associates