DIRECT DEALERSHIP AGREEMENT

This Direct Dealer Agreement (the “Agreement”) is made at Bangalore on this 25th DAY OF
JUNE, 2018 (the “Effective Date”).

BETWEEN

STOVEKRAFT PRIVATE LIMITED, a company incorporated under the laws of India and having
its registered office at 81, Harohalli Industrial Area, Kanakapura Taluka, Ramanagara District,
Bangalore Rural – 562 112 (hereinafter referred to as the “Company”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its successors and assigns) of the
One Part;
AND

ELECTRONICS CENTRE, a registered Proprietorship Firm represented by its Partner MR.

SUMIT KUMAR KAMALIA aged 35 years s/o SUNIL KUMAR KAMALIA cell no
9831118424, Email ID [email protected], PAN No AKWPK5084C (Copy attached). and having
its principal place of business at NACHAN ROAD, BENACHITY, DURGAPUR, BURDWAN (P)
- 713213 (hereinafter referred to as the “Direct Dealer”, which expression shall, unless repugnant to

Page 1 of 15
the context or meaning thereof, be deemed to include its successors and permitted assigns),

The Company and the Direct Dealer shall hereinafter individually be referred to as a “Party” and
collectively as the “Parties”, as the context may require.

WHEREAS

A. The Company along with certain of its Affiliates (as defined hereinafter) is interalia engaged in
the business of manufacturing, trading, marketing and sale of cookware, kitchen appliances and
home appliances (the “Products”, as more fully listed in the Annexure A hereto), under the
trademark “Pigeon” (the “Trademark”) registered by the Company.

B. The Direct Dealer is engaged in the business of the Electronic Goods wishes to acquire from the
Company all rights required to engage in the distribution by way of regional retail sale of the
Products in all over DURGAPUR (the “Territory”).

C. The Direct Dealerhas approached the Company in this regard, and the Company is desirous of
granting the Direct Dealership Rights (as defined hereinafter)in respect of the Territory on the
terms and conditions hereunder.

NOW THEREFORE, based on the above promises and in consideration of the covenants and
agreements contained herein, and intending to be legally bound, the Parties agree hereto as follows:

1. INTERPRETATION CLAUSE
Save where the context otherwise requires in this Agreement:
a. Clause headings are for convenience and are not to be used in its interpretation;
b. Unless the context indicates a contrary intention, an expression which denotes:
(i) Any gender includes the other genders;
(ii) A natural person includes a juristic person and vice versa;
(iii) The singular includes the plural and vice versa;
c. References to any law shall include such law as from time to time enacted, amended,
supplemented or re-enacted;
d. Any number of days will be determined by excluding the first and including the last day or,
where the last day falls on a day that is not a business day, the next business day;
e. References to this Agreement or any other agreement, deed or other instrument or document
shall be construed as a reference to such agreement, deed or other instrument or document as
the same may from time to time be amended, varied supplemented or novated; and
f. The recitals contained herein shall constitute an integral operative part of this Agreement.

2. DEFINITIONS
For the purposes of this Agreement, the following terms have the meanings listed below. Other
terms used in this Agreement are defined and construed in the context in which they occur.

Page 2 of 15
 “Affiliate(s)”means any person, company or other entity which controls, is controlled by or is
under common control with another person, company or other entity, as well as any spouse,
parent, child and/or sibling.

“Direct Dealership Rights” means the non-exclusive and limited right of the Direct Dealer to
use the Trade mark in connection with, and in relation to, the performance of duties and
obligations under this Agreement, being the marketing and sale of the Products in the Territory
during the Term;

“Good Standing” includes:

a. not being in default or threat of default under this Agreement or any other agreement, or
any other legal obligation, to the Company or its Affiliates; and
b. operating the Workplace, in full compliance with this Agreement and all applicable laws.

“Image” means the distinctive image, visual appearance, reputation and presentation of the
Company’s brand, the brand name, the Trademarks, logos, slogans and characters associated with
the Products, including the design, layout, colour and other elements as specified in the manuals
or documentation provided by the Company and portrayed in advertising, marketing and
promotional materials;

“Workplace(s)”means the workplace of the Direct Dealer located at NACHAN ROAD,

BENACHITY, DURGAPUR, BURDWAN (P) - 713213 Direct Dealer will conduct its
operations under this Agreement.

“Products”means the products mentioned in the Annexure A hereto;

“Person” means any natural person, joint venture, company, corporation, partnership (whether
limited or unlimited and whether registered or unregistered), Hindu undivided family or other
entity (whether incorporated or not) and shall include their respective successors, and in the case
of an individual shall include his/her legal representatives, administrators, executors and heirs;

“C & F Agent” means Carry and Forwarding agent i.e. the Company itself within the Territory,
from whom the Direct Dealer is required to purchase the Products on an exclusive basis for the
purpose of selling the Products;

3. GRANT OF DIRECT DEALERSHIP

a. Subject to the provisions of this Agreement, the Company hereby appoints the Direct Dealer to
stock, market and sell the Products of the Company from the Workplace(s) in the Territory in
accordance with the terms and conditions hereof during the Term (as defined hereinafter), and
grants the Direct Dealer the Direct Dealership Rights in this regard.

b. The Company retains, without limitation of any kind of nature, all rights to appoint other
Direct Dealer at any location within the Territory during the subsistence and after the expiry
of the Term.

Page 3 of 15
4. TERM
The term of this Agreement shall be for the period of 3 (three) years (the “Term”), commencing
from the Effective Date.

5. ODERING/PROCUREMENT OF PRODUCTS

a. The Direct Dealer shall purchase the Products exclusively from the C & F Agent as per the
terms of this Agreement, and shall not solicit or canvass or procure similar business on behalf
of any other person other than Company in the Territory.

b. Orders for the Products shall be sent by the Direct Dealer, by way of a purchase order in the
format prescribed by the Company in this regard, to the C & F Agent at the agreed rates as
per the Company Price List(“CPL”), which shall be provided to the Direct Dealer by the
Company from time to time.

c. The C & F Agent shall, at its own cost and expense, dispatch the Products to the Direct
Dealer at its above mentioned address or to such other address as the Direct Dealer shall from
time to time notify to the C & F Agent as its delivery address within the Territory.

6. PAYMENT FOR PRODUCTS

a. The invoices raised by the C & F Agent on the Direct Dealer in respect of the Products
ordered and delivered to the Direct Dealer shall be in terms of the CPL issued by the
Company, from time to time.

b. The invoices raised by the C & F Agent in respect of the Products delivered shall be payable
in advance from the date of invoice raised by the C & F Agent on the Direct Dealer. The
payment shall be made by the Direct Dealer through RTGS or NEFT to the C & F Agent as
per bank account details provided by the C & F Agent to the Direct Dealer from time to time.

c. In case of failure on the part of the Direct Dealer to make requisite payment to the C & F Agent
advance, penalty for non-payment @ 18% (eighteen percent) per annum shall be levied on the
from the date such amount became due and payable by the Direct Dealer to the C & F Agent..

7. MARKETING OF THE PRODUCTS

a. The Company shall be responsible for advertising and marketing of the Products. However,
when there is a need for a localised promotion, the Direct Dealer agrees to consult with
Company and keep Company reasonably appraised of its marketing plans and activities and at
all times comply with Company's then-current customary marketing support policies and
practices to the extent they are reasonable and practicable. The Company shall have the right
to approve such plans and the Direct Dealer shall provide prior written notice of 3 (three)
business days to the Company along with such information and documents, as may be
reasonably requested by the Company, for obtaining the said approval. However, the Direct

Page 4 of 15
 Dealer acknowledges that the Company may at its sole discretion, reject any such request
from the Direct Dealer.

b. The Direct Dealer shall not make any representations or grant warranties in respect of the
Products except as specifically permitted by the Company in writing. The Direct Dealer shall
indemnify and keep the Company indemnified against all losses, damages or claims that may
arise out of any unauthorized representations or warranties made by the Direct Dealer.

c. The Direct Dealer shall not conduct any contest, promotional schemes or price schemes in
respect of the Products without prior written approval from Company (specified authorised
representative ) in respect of the same.

d. All price lists, manuals, unused advertising material, service documentation or any other
material supplied or entrusted to the Direct Dealer for the marketing of the Products at any
time shall be returned to the Company on demand or on the expiry or termination of this
Agreement and the said materials shall always remain the property of the Company and shall
be held by the Direct Dealer as a bailee.

e. The Direct Dealer shall submit all the commercial claims of all trade and promotional
schemes to the commercial department of the Company along with such supporting document
or information as may be requested by the Company, immediately within three (3) working
days on closure of the scheme period. In case of failure of the Direct Dealer to submit any
such claims within the stipulated time frame, the Company at its sole discretion may reject the
same. The Direct Dealer acknowledges that the Company may, at its sole discretion, reject
such claims if requisite information or relevant documents are not provided by the Direct
Dealer to the satisfaction of the Company.

8. SALE OF PRODUCTS
a. The Direct Dealer shall sell the Products only as per the approved CPL to the customers
within the Territory. Any variation from the same can be done only on prior written approval
from the Company.

b. The Company shall provide the maximum retail price (“MRP”) of the Products as per the
Legal Metrology Act, 2009, the attendant rules and other applicable laws in respect of the
Products, and the Direct Dealer shall be required to sell the same only on MRP as provided.
Any penalty imposed by any statutory or government authority on account of any alleged
non-compliance of applicable laws by the Direct Dealer, will be to the account of the Direct
Dealer; and further the Direct Dealer will indemnify and keep the Company indemnified
against all damages and cost (including legal fees) suffered by the Company in this regard.

9. RETURNS AND EXCHANGES

a. The Direct Dealer agrees that there will be no return of Products to the C & F Agent unless
and until approved in writing by the C & F Agent.

b. The Direct Dealer shall be entitled to exchange Defective or Damaged Products only if the C
& F Agent and the Company are informed by the Direct Dealer in the format prescribed by
the Company, about the existence of such defect or damage within 2 (two) days of receipt of
such Products by the Direct Dealer. “Defective or Damaged Products” shall mean those

Page 5 of 15
 Products supplied to the Direct Dealer, that are mechanically defective, mis-packaged,
physically blemished or contain extraneous material. In case of receipt by the Direct Dealer of
Products which are damaged due to transit damage, such damage should be explicitly
mentioned on the LR copy at the time of receipt of the Products. The Company and/or the C
& F Agent shall not be liable for return of Products if any such damage or defect is notified to
the Company / C & F Agent at any time after the expiry of 2 (two) days from the date of
receipt of Products by the Direct Dealer.

c. The Company and/or the C & F Agent shall not be liable in any way (whether with respect to
the Product complaints from the customers or requests from the Direct Dealer to replace or
dispose of Products) for any expiry or damage of Products due to failure of the Direct Dealer
to maintain or store inventory as agreed between the Direct Dealer and the Company from
time to time.

10. AFTER SALES SERVICE

a. It is agreed by and between the Parties that the Company shall be responsible for the after
sales service of the Products. In this regard, the Company has opened service centres within
the Territory ("Service Centres").

b. The Direct Dealer shall be responsible to follow up with the Service Centre on behalf of
franchisees/dealers/end-customers of the Products for after sale service of the Products during
the warranty period as per the standard warranty policy of the Company. The terms and
conditions of the warranty service will be communicated separately to the Direct Dealer.

11. MARGIN
The margin for the Direct Dealer is built into the MRP fixed for each of the Products. The CPL
will also show the MRP for the Products. The Direct Dealer shall abide by the CPL without any
variation.

12. REPORTING
The Direct Dealer shall be required to provide to the Company monthly statements within 7
(seven) days from the expiry of each month, for the following:
(i) Month end stock of Products lying with the Direct Dealer;
(ii) Dealer-wise, and Product-wise sales statement; and
(iii) Purchases during the month.

13. INSPECTION
The Company shall have the right at any time during regular business hours, and without prior
notice to the Direct Dealer, to inspect and/or audit the Products held by the Direct Dealer, and
business records of sales, invoices, computer files and other records of, and/or relating in any way
to the Products.

14. REPRESENTATION, WARRANTIES AND COVENANTS BY THE DIRECT DEALER

Page 6 of 15
a. The Direct Dealer represents and warrants that it is a Private Limited Company duly
incorporated and validly existing under the laws of India;

b. The Direct Dealer represents and warrants that it has full corporate power and absolute
authority to execute and deliver this Agreement and to perform all its duties, obligations and
responsibilities arising or created under or pursuant to this Agreement;

c. The Direct Dealer represents and warrants that it has been granted, with full force and effect,
all approvals, permits, authorisations, consents, licenses for carrying on the business of the
Direct Dealer, as carried out currently and in the past, and has complied with the terms of all
the said approvals, licences and permits. Further, the Direct Dealer agrees that it shall at all
times during the Term, maintain all required authorisations and licenses to carry out its
obligations under the Agreement and comply with all applicable laws.

d. The Direct Dealer hereby agrees to at all times faithfully, honestly and diligently perform the
obligations under this Agreement, and that it will continuously put in best efforts to promote,
enhance and maximize the sale of the Products to franchisees/dealers/end-customers, and the
goodwill of the Image.

e. The Direct Dealer here by agrees that it will at all times remain in Good Standing.

f. The Direct Dealer agrees and undertakes to strictly adhere to the Company’s prevailing
standards of quality and services communicated by the Company to the Direct Dealer from
time to time.

g. The Products will be sold by the Direct Dealer only from the Workplace(s) within the
Territory and from no other location.

h. The Direct Dealer shall acquire all stock of the Products from the C & F Agent designated by
the Company from time to time and in accordance with the terms of this Agreement.

i. The Direct Dealer shall not appoint any sub-Direct Dealer without the prior written consent of
the Company and if a sub-Direct Dealer/agent is appointed with such consent, this Agreement
shall apply mutatis mutandis to such sub-Direct Dealer and the Direct Dealer shall be liable to
the Company for the sub-Direct Dealer in terms of this Agreement.

j. The Direct Dealer shall not, within the Term and a period of <<one (1)>>year after the Term
or any extension thereof, without prior written consent of the Company, directly or indirectly
compete with the Company or solicit or induce any employee to cease employment with the
Company/ C & F Agent, or any client of the Company to cease doing business with
Company.

k. Each order of the Products shall construe a separate contract, and default by the C & F Agent
and/or the Company in relation to anyone or more order(s) shall not entitle the Direct Dealer
to treat this Agreement as having been terminated or breached, or claim indemnification for
any loss suffered.

Page 7 of 15
 l. The Direct Dealer shall be solely liable to its employees for all employee related matters and
compliance with applicable labour laws and shall not hold the Company liable or responsible
for the same.

m. Any shortage or damage in the Products supplied to the Direct Dealer shall be notified to the
Company immediately on delivery of the Products to the Direct Dealer as stipulated in this
Agreement.

n. The title of ownership to the products shall pass to the Direct Dealer at the time of delivery,
the Company reserves the right to take back the products on account of non- payment which
according to the Company are in re-saleable condition and under legal possession of Direct
Dealer.

o. All sales are Ex-Works basis. The Company shall make an arrangement of transportation and
insurance, the cost of which forms part of agreed pricing structure.

p. The Direct Dealer shall not modify any artwork, labelling, product inserts or packaging.

q. The Direct Dealer shall comply with all applicable laws and regulations governing, without
limitation, storage, transportation, advertising, sales, distribution or any other activity relating
to the Products, and the Company shall not be liable for any non-compliance by the Direct
Dealer in this regard. In the event that the Direct Dealer receives any complaint regarding the
Products that require to be reported to the relevant authorities as per applicable law, the Direct
Dealer shall report it to the Company and the C & F Agent immediately, and comply with the
provisions of law.

r. The Direct Dealer undertakes that it shall be solely responsible for compliance with all
applicable laws and statutory matters connected with the operation of the Workplace.

s. The Direct Dealer agrees and undertakes to perform, and further be accountable to the
Company for, the performance of its obligations under this Agreement.

t. The Direct Dealer shall not remove, alter, cover up, efface or tamper with the Products in its
possession nor shall it make alterations in the design of the Products.

15. INTELLECTUAL PROPERTY RIGHTS

a. The Direct Dealer may, in terms of this Agreement, gain or have access to intellectual
property in respect of patents, trademarks, technical and commercial information, data
regarding processes and know-how and other data and intellectual property of the Company
in, or in respect of, the Products (collectively referred to as “IP”). The Direct Dealer is hereby
restricted from:
(i) making modifications to the Products or their packaging;
(ii) altering, removing or tampering with any IP;
(iii) using any IP in a manner that may prejudice their distinctiveness, validity or goodwill
of the IP or the Company, as the case may be;
(iv) use any trademark, other than IP, in relation to the Products, without the prior written
consent of the Company;
(v) use any other IP that is likely to cause confusion and deception to the public;

Page 8 of 15
 (vi) do any act that may invalidate or be inconsistent with any IP of the Company.

b. The Direct Dealer hereby acknowledges that, between the Parties, all IP is the property of the
Company. Notwithstanding anything to the contrary contained in this Agreement, the Direct
Dealer shall not have any right or title to any IP, and the Direct Dealer shall not claim any
such rights or title.

c. In addition to the above, the Direct Dealer agrees and covenants that it shall promptly notify
the Company in case of any actual or threatened infringement of any IP of the Company
which comes to the notice of the Direct Dealer, and of any claim by any third party that has
come to its notice that the sale of the Products infringes any right of any other person, and the
Direct Dealer shall assist the Company to the extent reasonably required by the Company in
this regard.

16. CONFIDENTIALITY
a. Both Parties hereto agree that no press release or public announcement relating to the
existence or terms of this Agreement (including within the context of a trade press or other
interview or advertisement in any media) shall be issued without the express prior written
approval of the other Party hereto.

b. The Direct Dealer acknowledges and agrees that the Company owns all right, title and interest
in the IP. The Direct Dealer also acknowledges and agrees that:
(i) the IP consists of trade secrets and confidential and proprietary information and
know-how that gives the Company a competitive advantage;
(ii) the Company has taken all measures necessary to protect the trade secrets and the
confidentiality of the proprietary information and know-how comprising the IP;
(iii) all material or other information now or hereafter provided or disclosed to the Direct
Dealer regarding the IP is disclosed in confidence;
(iv) the Direct Dealer has no right to disclose any part of the IP to anyone in breach of the
terms of this Agreement;
(v) the Direct Dealer shall disclose to its Employees only those parts of the IP that an
employee needs to know;
(vi) the Direct Dealer will have a system in place to ensure that its employees keep
confidential the trade secrets and confidential and proprietary information and, if
requested by the Company, it shall obtain from those of its employees reasonably
designated by the Company an executed non-disclosure agreement in the form
prescribed by the Company;
(vii) the Direct Dealer will not acquire any interest in the IP; and
(viii) the use or duplication of the IP in any other business would constitute an unfair
method of competition, for which the Company would be entitled to all legal and
equitable remedies, including injunctive relief, without posting a bond.

c. The Direct Dealer shall not, during the term of this Agreement or at any time thereafter,
communicate or disclose any trade secrets or confidential or proprietary information or know-
how of the Company to any unauthorised person, or do or perform, directly or indirectly, any
other acts injurious or prejudicial to the Trademarks or the Company. Any and all
information, knowledge, know-how and techniques, including all drawings, materials,

Page 9 of 15
 equipment, specifications, recipes, techniques and other data that the Company designates as
confidential shall be deemed confidential for purpose of this Agreement.

17. ASSIGNMENT
This Agreement and the rights and licenses granted hereunder are personal and the Direct Dealer
shall not have the right to sell, assign, transfer, mortgage, pledge nor hypothecate (each an
“Assignment”) any such rights or licenses in whole or in part without the prior written consent of
the Company. Further, none of the said rights or licenses shall be assigned or transferred to any
third party by operation of law, including, without limitation, by merger or consolidation or
otherwise: provided however that, an Assignment pursuant to or resulting from a sale, approved in
writing by the Company, of all or substantially all of the assets or all or a majority of the equity of
the Direct Dealer to any person(s) or entity (ies) or any other form of business combination, such
that the Direct Dealer’s business as currently existing remains substantially intact, including,
without limitation, the selling of Products to the public.

18. INDEMNIFICATION
a. The Direct Dealer shall indemnify the Company and its Affiliates, directors, representatives
and employees (“Indemnified Parties”) against any and all damages, losses or other claims
arising out of, or related in any way to, any of its acts, errors or omissions, whether related to
it, its employees, agents or representatives, or operations of the Workplace(s) or otherwise
arising out of a breach of the terms of this Agreement, including any misrepresentations
contained herein. Further, the Direct Dealer shall indemnify and hold harmless the
Indemnified Parties from all fines, suits, proceedings, claims, demands, actions, loss,
damages, costs, fees (including attorneys’ fees and related expenses) and/or any other
expense, obligation and/or liability of any kind or nature (including, but not limited to, claims
of negligence), however arising, growing out or otherwise connected with and/or related to
any act, error and/or omission of the Direct Dealer, its employees or agents including, but not
limited to, the operation of the Workplace(s).

b. It is agreed by the Parties that the Company shall have the right to control all litigation and
defend and/or settle any claim, against and/or including any of the Indemnified Parties or
affecting its interests, in such manner as the Company may deem appropriate in its reasonable
discretion, in each case without affecting the Company’s rights under such indemnity.

19. TERMINATION
a. In addition to the grounds for termination that may be stated elsewhere in this Agreement, the
Company may terminate this Agreement, and the rights granted by this Agreement, upon
written notice to the Direct Dealer without an opportunity to cure upon the occurrence of any
of the following events:
(i) There being a material breach of any of the obligations, representations and
warranties hereunder, or the Direct Dealer failing to, in the Company’s estimation,
remain in Good Standing for any 30 (thirty) day period;
(ii) Any transfer of ownership of the Direct Dealer’s business or a substantial part of the
assets without having obtained the Company’s prior written consent;
(iii) The Direct Dealer knowingly falsifying any report required to be furnished to the
Company, or the Direct Dealer making material misrepresentations in its dealings
with the Company.

Page 10 of 15
 (iv) Without prejudice to any of the above, if the Direct Dealer fails or refuses to comply
with any provision of this Agreement and does not remedy such non-compliance
within 30 (thirty) days of receiving written notice of default from the Company. The
Direct Dealer shall be deemed to be in default under this Clause in case of any failure
to materially comply with any of the requirements imposed by this Agreement, or to
carry out the terms of this Agreement in good faith. The Direct Dealer agrees and
acknowledges that receipt of 2 (two) or more notices of default, from the Company,
pursuant to this Clause within any given period of 24 (twenty four) months, shall
entitle the Company to terminate this Agreement upon any subsequent default by the
Direct Dealer under this Clause.
(v) The failure by the Direct Dealer to make payment of any monies payable pursuant to
this Agreement, as and when payment is due. Except as otherwise provided herein, no
termination of this Agreement for any reason shall relieve or discharge any Party
hereto from any duty, obligation or liability hereunder which was accrued as of the
date of such termination.

b. Either Party shall be entitled to terminate this Agreement at any time, without assigning any
reason, by giving prior written notice of 3 (three) months to the other Party.

20. FORCE MAJEURE

a. Neither Party shall be in default of the Agreement or liable to the other Party for any delay or
default in performance where occasioned by or hindered by any cause of any kind or extent
beyond its control (“Force Majeure Event”), including but not limited to, armed conflict or
economic dislocation resulting there from; embargoes; shortages or labour, raw materials,
production facilities or transportation; labour difficulties; civil disorders of any kind; action of
any civil or military authorities (including priorities and allocations); telecommunications
failures; accidents; or acts of God such as fire, flood, earthquake, elements of nature or any
other similar cause beyond the reasonable foreseeable control of the affected Party and could
not have been prevented by reasonable precautions.

b. The Affected Party shall immediately notify the other Party of the occurrence of the Force
Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. In the
event that the Force Majeure Event shall continue for a period exceeding twenty (20) calendar
days, either Party shall be entitled to terminate this Agreement.

21. CONSEQUENCES OF TERMINATION/EXPIRY OF TERM:

a. In addition to the consequences for termination and/or expiry of the Term under this
Agreement that may be stated elsewhere in this Agreement, the Direct Dealer agrees to
following:
(i) All rights flowing from this Agreement to the Direct Dealer here under shall cease
forthwith;

(ii) All confidential information and IP in respect of the Products in the possession of the
Direct Dealer shall be returned forthwith to the Company and the Direct Dealer shall
have no right, title or interest in such Products;
(iii) The Direct Dealer shall handover vacant possession of the Workplace to the
Company in the manner and form that it had initially received possession.

Page 11 of 15
 b. It is specifically stated and agreed that the expiry or termination of this Agreement shall not
affect the rights and obligations of the Parties which have arisen hereunder up to the time of
such expiry or termination.

22. DISPUTE RESOLUTION

a. Any dispute which arises between the Parties out of or in relation to this Agreement shall be
attempted to be resolved by good faith discussions between the Parties.

b. Where the Parties are unable to resolve such disputes by good faith discussions within a
period of 30 (thirty) business days from the date of a written notice by either Party notifying
existence of such dispute, either Party shall be free to refer the dispute to arbitration in
accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996. This
Agreement and the rights and obligations of the Parties shall remain in full force and effect
pending the award in such arbitration proceeding.

c. The place and seat of arbitration shall be Bangalore and the language of the arbitration shall
be English.

d. The arbitration shall be conducted by one (1) arbitrator to be jointly appointed by the Parties.
In case the Parties fail to appoint an arbitrator, within 30 (thirty) days from the submission of
dispute for settlement through arbitration in accordance with this clause, the arbitrator shall be
appointed in accordance with the provisions of the Indian Arbitration and Conciliation Act,
1996.

e. The award rendered shall be in writing and shall set out the facts of the dispute and the
reasons for the arbitrator’s decision. The award shall apportion the costs of the arbitration as
the arbitrator deems fair.

f. Notwithstanding anything contained in the Agreement, both Parties acknowledge and agree
that the covenants and obligations with respect to the matters covered by the Agreement and
set forth herein relate to special, unique and extraordinary matters, and that a violation of any
of the terms of such covenants and obligations will cause irreparable loss and injury to the
aggrieved Party. Therefore, notwithstanding the provisions of this Agreement, either Party
shall be entitled to approach any appropriate forums for obtaining an injunction, restraining
order or such other equitable relief as a court of competent jurisdiction may deem necessary
or appropriate.

23. GOVERNING LAW

The Agreement shall be governed by the laws of India and subject to the provisions of the
Dispute Resolution Clause hereinabove, the courts at Bangalore shall have the exclusive
jurisdiction in respect of any matter or dispute connected with this Agreement.

24. NO WAIVER
a. The failure on the part of the Company to exercise any power reserved to it, or the
Company’s failure to insist upon compliance with any obligation or condition in this
Agreement, any other agreement, any manuals or otherwise, and no custom or practice of the

Page 12 of 15
 Parties at variance with the term of this Agreement, shall constitute a waiver of the right to
demand exact compliance with the terms of this Agreement, any other agreement, any
manuals or otherwise.
b. The waiver of rights in connection with any particular default by the Direct Dealer shall not
affect or impair the rights of the Company with respect to any subsequent or other default of
the same or a different nature, nor shall any delay, forbearance or omission by the Company
to exercise any power or rights arising out of any breach or default by the Direct Dealer(or
any other person or entity) of any of the terms, provisions or covenants of this Agreement,
any other agreement or any manuals; or otherwise affect or impair the rights of the Company,
nor shall the same constitute a waiver by the Company of any its rights hereunder or the right
to declare any subsequent breach or default.
c. Acceptance of any payments due to the Company from the Direct Dealer, and/or the
Company’s failure to insist on compliance with any required signing, payment and/or opening
or other date, shall not be deemed to be a waiver of that, or any preceding, or other, breach by
the Direct Dealer of any terms, convents or conditions of this Agreement.
d. The failure on the part of the Company to give notice of default or to pursue any remedy for a
breach of this Agreement or any other agreement shall not affect its right to give notice of
termination upon subsequent defaults or to pursue any remedy upon subsequent similar or
other breaches, under this Agreement or any other agreement between the Parties.

25. CONSENTS
a. Whenever this Agreement requires the prior approval or consent of the Company, the Direct
Dealer shall make a timely written request; and any approval or consent received, in order to
be effective and binding upon the Company, must be obtained in writing and be signed by one
of the Company’s authorised officers.

b. The Company makes no warranties or guarantees upon which the Direct Dealer may rely, in
relation to the Company providing any waiver, approval, consent or suggestion in connection
with this Agreement, and the Company shall assume no liability or obligation in that regard,
or by reason of any neglect, delay, or denial of any request there for. The Company shall not,
by virtue of any approvals, advice or services provided, assume responsibility or liability on
behalf of the Direct Dealer or to any third parties to which we would not otherwise be subject
to.

26. RELATIONSHIP BETWEEN THE PARTIES

a. The relationship between the Company and the Direct Dealer is only as stated herein below.
The Parties have dealt with each other at arm’s length and as business with equivalent
bargaining power and no other relationship is intended or created hereby.

b. Neither the Direct Dealer nor any person employed by it shall be, or shall at any time
represent or hold itself out as being the employee, partner, joint venture, subsidiary, sub-
franchisor, agent or affiliate of the Company. It is expressly agreed and understood that the
Direct Dealer is an independent contractor and is in no way authorised to make any contract,
agreement, warranty or representation on behalf of the Company, or to create any obligation,
express or implied on behalf of the Company.

c. The Direct Dealer is and shall remain an independent business entity and nothing in this
Agreement or otherwise shall be construed to create an agency or fiduciary or trust

Page 13 of 15
 relationship, a partnership or joint venture, between the Parties and there does not, and will
not, exist any fiduciary, trust or similar special relationship between the Parties. Neither Party
shall act as the agent of the other, nor shall either Party guarantee or become in any way
responsible for the obligations, debts or expenses of the other.

d. The Company is not entitled to share in the profits nor obligated to share in losses or
liabilities of the Direct Dealer, nor does the Company have any ownership or equity interest
in the Direct Dealer, nor will the Company have the power to regulate the hiring or firing of
the employees of the Direct Dealer or other persons performing functions on behalf of the
Direct Dealer, nor regulate working conditions or determine whom the Direct Dealer shall
accept as customers, expect to the extent necessary to protect the Trademarks, the Image and
the goodwill associated therewith.

e. The conduct of the Direct Dealer’s business shall be determined by its own independent
reasonable business judgment and discretion, subject only to the provisions of this
Agreement.

27. TAXES
a. It is expressly agreed by and between the Parties that the Company shall have no liability for
any sales, value added tax (VAT), goods service tax (GST), use, service, occupation excise,
gross receipts, income, property or other taxes, whether levied on the Direct Dealer or on the
Company in connection with the sales made and/or business conducted by the Direct
Dealer(except for any taxes that the Company is required by law to collect from the Direct
Dealer with respect to purchases from the Company). Payment of all taxes will be the sole
responsibility of the Direct Dealer.

b. The Direct Dealer pays, and shall continue to pay all taxes as per prevailing applicable laws.

c. The Direct Dealer shall indemnify and shall at all times keep the Company indemnified and
harmless against any and all liabilities and claims (including interest thereon, if any) arising
out of or in relation to: (i) the failure on the part of the Direct Dealer to provide to the
Company requisite ‘C-Forms’ (under the Central Sales Tax Act, 1956) or any other related
filing with appropriate tax authorities, as may be required to be made by the Direct Dealer in
relation to any of the transactions contemplated herein, and (ii) any amendment or
modification in prevailing tax laws, as may be applicable in relation to the purchase or sales
of Products made by the Direct Dealer, made by an appropriate authority with retrospective
effect.

28. ENTIRE AGREEMENT

a. This Agreement contains the entire understanding between the Parties with respect to its
subject matter and supersedes any prior understandings and agreements between the
Company and the Direct Dealer in relation to the subject matter hereof.

b. Any modification of change in or to this Agreement must be in writing and signed by each of
the Parties hereto and this Agreement and any modification or change thereto must be
approved in writing signed by an authorised officer of the Company before this Agreement or
any modification or change can take effect or bind the Company.

Page 14 of 15
 IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year
mentioned below.

SIGNED for and on behalf of

Stove Kraft Private Limited

___________________________
Rajendra Gandhi
Managing Director

Date:
Place:

SIGNED for and on behalf of

ELECTRONICS CENTRE

SUMIT KUMAR KAMALIA

Proprietor

Witness
1.

2.

Page 15 of 15