Strategic Partner Agreement (Individual)

(Strictly Private and Confidential)

16/7/2022 | 7:47 PM IST

This Agreement is made on
(hereinafter “Agreement”),

BETWEEN

M/s QI Venture Capital Partners Private Limited, having corporate identity number
U65990KA2021PTC148030. and registered office at 2nd Floor, AVR Heights, L 372,
5th Main Road, 6th Sector, HSR Layout, Bangalore-560102 through its Authorized
Signatory Ayan Chatterjee, which expression shall unless it be repugnant to the
context or meaning thereof be deemed to mean and include its successors,
administrators and assignees of the
First Part (hereinafter referred as “Company”)

Mr. Akash Kulampurath Anilkumar S/O Anilkumar Kulampurath Sreedharan residing

at D 002 Keerthi Harmony Apartments, 4th Main TC Palya Main Road, Near Koshys
Hospital, Ramamurthy Nagar, Bangalore North, Bangalore, Karnataka – 560016, which
expression shall unless it be repugnant to the context or meaning thereof be deemed to
mean and include its successors and administrators of the other Part (hereinafter referred
as “Strategic Partner”).

The Company and Strategic Partner are hereinafter also referred to individually as
“Party” and collectively as “Parties”.
WHEREAS the Company is looking for expanding its services/product offerings, and
client base through individual/institutional partnerships which accepts the ideas of the
Company and willing to join hands with the Company and the Company, in turn, intends
to share the revenue as mentioned in the point No. 3 below

WHEREAS the Strategic Partner herein is an individual dealing in a wide range of

services including but not limited to Financial advisory services for a captive base of
clientele, which includes but not limited to High Net-worth Individuals (HNIs),
Private Sector Employees, Small to medium size business entities, Institutions etc.,

WHEREAS the Strategic Partner, understands the business of the company and is
exploring business partnership with the company and wishes to work in an advisory
capacity.

WHEREAS the Strategic Partner, in the course of his advisory services, has the
potential to find such prospective investors for the portfolio companies show-cased by
QI Ventures in Equity and Debt investments.

WHEREAS both the Company and Strategic Partner, under an understanding, have
agreed to work together wherein the Strategic Partner refers Individuals/Institutions
who can be prospective clients to the company and the Strategic Partner will help in
portfolio management of the respective investors.

WHEREAS Company has agreed to compensate the Strategic Partner for successful
fund raising from respective investors. Both the parties have mutually discussed
various terms and conditions upon which they wish to carry out their respective roles
and the same is further reduced to writing to make the same binding on them.
IN WITNESS WHEREOF in consideration of the promises and mutual covenants
herein contained, the Parties hereto agree to the following terms by accepting the same
are binding on them:

1. Responsibilities of “The Company”

The Company shall be

1.1. Responsible for on-boarding process

1.2. Responsible for the after sales support for the customers which include but not
limited to re- view portfolio /Reporting/Addressing queries/References/Grievances

2. Responsibilities of “The Strategic Partner”

The Strategic Partner shall be

2.1. Responsible to identify and refer prospect clients to the company

2.2. Responsible to identify and refer Individuals/Institutions who would be

prospect Private Equity Investors in the Company

2.3. Responsible for sourcing Individuals/Institutional Partnerships including but

not limited to Strategic Partners which would help the company in expanding the
operations geographically

3. Profit/Revenue Sharing
In consideration for the duties performed hereunder, “the Strategic Partner” shall be
entitled to a percentage of the gross revenues earned for sales of the Product /services
based on the type of the transaction as mentioned below

3.1 For equity investments the Strategic Partner will be eligible for a revenue share
of 40 percentage of Qi Ventures revenue generated from the capital sourced from
referred investors by the Strategic Partner.

3.2 For debt investments the Strategic Partner will be eligible for a revenue share
of 33 percentage of Qi Ventures revenue generated from the capital sourced from
referred investors by the Strategic Partner.

* The payout percentages are valid for a period of 3 months from the date of execution
of this agreement
* The company with a prior notice to the Strategic Partner, shall reserve the right
to make changes in the payout percentages as it deems fit after 3 months from the date
of execution of this agreement.
* The Parties with mutual consent, while considering special circumstances, may
agree for such other revenue sharing as they deem fit on a case to case basis.

4. Accounting, Reporting and Payments

4.1. The Company shall send to the Strategic Partner the appropriate payments within
thirty (30) days of receipt of the proper invoice(s).

4.2. All payments shall be made in Indian Rupees unless otherwise agreed, and
shall be exclusive of any taxes or duties that may be imposed, including GST, which
shall where applicable be payable in addition at the rate in force at the due time for
payment.
5. Assignment.

5.1. The Company, for administrative purposes, shall be entitled to assign the rights
and/or benefits of this Agreement to its subsidiaries with a prior intimation to the
Strategic Partner and vice versa, provided that the Strategic Partner has necessary
arrangements in place to maintain the confidentiality of the information relating to the
Company.

6. Waivers.

6.1. No failure or neglect of either party hereto in any instance to exercise any right,
power or privilege hereunder or under law shall constitute a waiver of any other right,
power or privilege or of the same right, power or privilege in any other instance.

6.2. All waivers by either party hereto must be contained in a written instrument
signed by the party to be charged and, in the case of the Company, by an executive
officer of the Company or other person duly authorized by the Company.

7. Severability.

7.1. If any provision, clause, sentence, or word of this Agreement is or becomes

invalid or unenforceable, then the remainder of this Agreement shall not be affected
thereby, and shall continue in full force and effect.

8. Arbitration and Governing Law.

8.1. Any dispute, controversy or claim arising out of or relating to the Agreement, or
the breach termination or invalidity thereof, shall be settled by the Parties through
negotiation within 14 (fourteen) days.

8.2. Disputes outstanding after recourse to the methods suggested hereinabove shall
be subject to arbitration under the Indian Arbitration and Conciliation Act, 1996 by a
sole arbitrator to be appointed by mutual consent of both parties. In the event of both
parties does not agree on appointing an Arbitrator with mutual consent, then the
Parties shall appoint one Arbitrator each and the Arbitrators so appointed shall appoint
the third Arbitrator to form a panel of three Arbitrators. The third Arbitrator shall lead
be the lead the team of Arbitrators. The Tribunal formed through three Arbitrators
shall decide the dispute and the decision of the Arbitrators shall be final.

8.3. This Agreement shall be governed and construed solely in accordance with the
substantive and procedural laws of India, without recourse to its conflict of law
principles.

8.4. The language of such Arbitration shall be English and the venue and seat shall
be at Bengaluru, India.

8.5. The courts at Bengaluru, India shall have exclusive jurisdiction in respect of
this Agreement.

9. Entire Agreement.

9.1. This Agreement constitutes the entire agreement between the Parties in respect
of Revenue Sharing and this Agreement shall supersede all communications,
agreements, commitments agreed in the past.
10. Term

10.1. This Agreement shall come into force and effect on the Commencement Date
and shall remain in force and effect until terminated by operation of law or by acts of
the Parties in accordance with the terms of this Agreement.

11. Termination

11.1. Either the Company or the Strategic Partner may terminate this Agreement by
notice in writing if the other Party commits a substantial breach of this Agreement
which in the case of a breach capable of remedy will not have been remedied within
thirty (30) days of the receipt by the Party in default of notice identifying the breach
and requiring its remedy.

11.2. Expiry or termination of this Agreement by either Party for any reason shall not
affect the
rights and obligations of the Parties accrued prior to expiry or termination

11.3. Termination by mutual agreement amongst the Parties

This Agreement may be terminated, with immediate effect, by the mutual consent of
the Parties in writing.

12. Modification.

12.1. Any modification or amendment of this Agreement, or additional obligation

assumed by either Party about this Agreement, shall be effective only if placed in
writing and signed by both Parties or by authorized representatives of each Party. No
provision of this Agreement can be changed, altered, modified, or waived except by
an
instrument executed in writing by the Par- ties.

13. Notices.

13.1. Any notice, report, request, approval, consent, invoice, payment or other
communication re- quired or permitted to be given under this Agreement shall be in
writing and shall for all purposes be deemed to be fully given and received if delivered
in person or sent by registered post or courier (with appropriate transmission receipt)
or by Electronic Mail (email) to the respective Parties at the following addresses:

For the Company

QI Venture Capital Partners Private Limited,
#L372, AVR Heights, 5th Main,
Sector-6, HSR Layout, Bangalore-560102
Attn: Mr. Ayan Chatterjee
Email: ayan.chatterjee@qiventures.in

If to Strategic Partner

Attn:- Mr. Akash Kulampurath Anilkumar Email:- reachksanil@gmail.com

13.2. Notice of change of address shall be effective only when done in accordance
with this Section.

14. Indemnity Clause.

14.1. The Parties shall indemnify and hold harmless the other parties and in case of
the Company, its officers, directors, employees, agents, subsidiaries and other
affiliates, from and against any and all damages, costs, liability, and expense
whatsoever (including attorneys’ fees and related disbursements) incurred by reason
of (a) any failure by the any Party to perform any covenant or agreement of Other
Party set forth herein; (b) breach of any representation, covenant or agreement under
this Agreement.

14.2. The Company shall have the right to offset against any fees or commissions
due to Strategic Partner under this Agreement the amount of any indemnity to which
the Company is entitled under this Section for any damage, cost, liability, expense, fee
or other disbursement, incurred by the Company.

15. No Exclusivity.

15.1. Strategic Partner agrees that this Agreement, in no way, creates any type of
exclusivity in favor of the Strategic Partner or The Company. Either Party can enter
into other agreements of similar nature without the prior consent of or intimation to
the other Party.

16. Authority to Execute.

16.1. The authorized signatory of the company confirms that the Company has duly
authorized him to execute this agreement on its behalf.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND
DELIVERED THIS MOU AS OF THE DATE FIRST ABOVE WRITTEN.

For and on Behalf of QI Venture Capital Partners Private Limited

Authorised Signatory

For Strategic Partner