Deal Advisory & Success Fee Agreement

This Deal Advisory & Success Fee Agreement (“Agreement”) is executed between VEST FUNDORA PRIVATE LIMITED (“Vest Fundora” or “Advisor”) and the Startup accepting this Agreement. Vest Fundora and the Startup are each a “Party” and together the “Parties”.

1. Purpose

The Startup desires to explore fundraising opportunities and wishes to receive introductions, networking support, investor discovery, strategic advisory support, and deal facilitation assistance from Vest Fundora. The Parties therefore agree to the terms governing investor introductions and payment of success fees.

2. Appointment

2.1 The Startup appoints Vest Fundora on a non-exclusive basis to facilitate introductions with potential investors, venture capital funds, angel investors, family offices, strategic investors, corporate investors, syndicates, accelerators, incubators, and other funding sources.

2.2 The Startup acknowledges that Vest Fundora invests substantial time, effort, industry relationships, business development resources, and proprietary networks in identifying and introducing investment opportunities.

3. Definitions

“Introduced Investor” means any investor, fund, family office, syndicate, institution, corporate entity, individual, affiliate, nominee, representative, advisor, associate, or connected person introduced directly or indirectly by Vest Fundora.

“Funding Event” means any transaction whereby the Startup receives or becomes entitled to receive capital, funding, investment, subscription proceeds, debt financing, convertible instruments, grants, revenue-based financing, strategic investment, acquisition consideration, or any other financial investment from an Introduced Investor.

“Success Fee” means the fee payable by the Startup to Vest Fundora as specified in Schedule A (Success Fee) of this Agreement.

“Tail Period” means the period of thirty-six (36) months following the last introduction made by Vest Fundora.

4. Scope of Services

Vest Fundora may provide one or more of the following: (a) investor introductions; (b) startup profiling; (c) fundraising readiness guidance; (d) pitch deck review; (e) investor outreach support; (f) strategic networking opportunities; (g) deal facilitation support; (h) ecosystem introductions; (i) general business advisory support.

5. No Guarantee

5.1 The Startup acknowledges that Vest Fundora does not guarantee: (a) funding; (b) investment commitments; (c) valuation outcomes; (d) investor participation; (e) deal completion.

5.2 All investment decisions shall remain solely at the discretion of the relevant investors and the Startup.

5.3 Vest Fundora acts solely as a business networking, introduction and deal facilitation platform. Nothing herein shall be construed as investment advice, investment recommendation, securities brokerage, merchant banking, crowdfunding, portfolio management services, investment solicitation or any other regulated activity requiring registration under applicable laws.

6. Success Fee Obligation

6.1 The Startup shall pay Vest Fundora the Success Fee upon occurrence of a Funding Event involving any Introduced Investor.

6.2 The Success Fee shall become payable irrespective of whether: (a) the transaction is completed directly or indirectly; (b) the investment is routed through affiliates; (c) the investment is made through nominee entities; (d) the investment is structured through debt, equity, convertible instruments, SAFE notes, revenue-share arrangements, grants, or any substantially similar mechanism.

6.3 The Startup shall not take any action intended to avoid, reduce, conceal, or circumvent payment of the Success Fee.

6.4 The Startup shall not structure, split, defer, stagger, reroute, disguise or otherwise arrange any transaction for the purpose of reducing, delaying or avoiding payment of the Success Fee. Any transaction completed through affiliates, subsidiaries, holding companies, promoters, directors, partners, relatives, nominees, special purpose vehicles or related entities of an Introduced Investor shall be deemed a Funding Event.

7. Non-Circumvention

7.1 The Startup acknowledges that the identity and access to Introduced Investors constitute valuable commercial information belonging to Vest Fundora.

7.2 The Startup shall not directly or indirectly bypass, circumvent, exclude, or avoid Vest Fundora for the purpose of avoiding Success Fee obligations.

7.3 Evidence of introduction may include platform records, investor databases, emails, WhatsApp communications, meeting records, calendar invitations, pitch sessions, demo days, introductions made by representatives of Vest Fundora, or any documentary evidence maintained by Vest Fundora. Any Funding Event involving an Introduced Investor during the Tail Period shall give rise to Success Fee obligations.

7.4 The Startup shall immediately notify Vest Fundora upon: (a) commencement of negotiations; (b) exchange of term sheets; (c) due diligence requests; (d) funding discussions; (e) execution of investment documents.

8. Tail Period Protection

8.1 If a Funding Event occurs with an Introduced Investor at any time during the Tail Period, the Success Fee shall remain payable.

8.1A Where a Funding Event occurs in multiple tranches, rounds, drawdowns, subscriptions, commitments, or disbursements, the Success Fee shall be payable in respect of each such tranche, round, drawdown, subscription, commitment, or disbursement received by the Startup.

8.2 The Startup acknowledges that fundraising transactions often materialize months after introductions and agrees that the Tail Period is commercially reasonable and necessary.

9. Reporting Obligations

9.1 The Startup shall provide accurate information relating to fundraising discussions involving Introduced Investors.

9.2 Upon reasonable request, the Startup shall provide supporting documentation evidencing: (a) investment discussions; (b) executed investment agreements; (c) transaction value; (d) closing documents; (e) payment confirmations.

10. Payment Terms

10.1 The Success Fee shall become due immediately upon completion of a Funding Event.

10.2 Payment shall be made within five (5) days from receipt of investment funds by the Startup.

10.3 GST and applicable taxes shall be payable in addition to the Success Fee.

10.4 Delayed payments shall attract interest at the rate of eighteen percent (18%) per annum from the due date until actual payment.

11. Audit Rights

11.1 Where Vest Fundora reasonably suspects non-disclosure or circumvention, it may request documentary evidence relating to fundraising transactions involving Introduced Investors.

11.2 The Startup shall cooperate in good faith and provide relevant documents necessary to verify compliance with this Agreement.

12. Confidentiality

12.1 Each Party shall maintain confidentiality of all proprietary and non-public information disclosed by the other Party.

12.2 Confidentiality obligations shall survive termination for five (5) years.

13. Indemnity

The Startup shall indemnify and hold harmless Vest Fundora, its directors, officers, employees, consultants, affiliates, and representatives from any claims, losses, liabilities, costs, damages, or expenses arising from: (a) breach of this Agreement; (b) misrepresentation by the Startup; (c) violation of law; (d) non-payment of Success Fees; (e) disputes involving investors.

13.1 The Startup acknowledges that breach of the confidentiality, non-circumvention, or payment obligations may cause irreparable harm to Vest Fundora for which monetary damages may not be adequate. Vest Fundora shall therefore be entitled to seek injunctive relief, specific performance, equitable relief, or any other remedy available under law.

14. Limitation of Liability

14.1 Vest Fundora shall not be liable for indirect, consequential, incidental, special, or punitive damages.

14.2 Vest Fundora shall not be liable for any investor decisions, funding outcomes, investment losses, valuation disputes, or transaction failures.

15. Term and Termination

15.1 This Agreement shall remain effective until terminated by either Party upon thirty (30) days written notice.

15.2 Clauses relating to Success Fee, Non-Circumvention, Tail Period, Audit Rights, Confidentiality, Data Protection, Indemnity, Limitation of Liability, Equitable Relief, Dispute Resolution and Governing Law shall survive termination or expiry.

16. Dispute Resolution

16.1 Any dispute shall first be attempted to be resolved amicably.

16.2 Failing resolution within thirty (30) days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.

16.3 The arbitration shall be conducted by a Sole Arbitrator. 16.4 Seat and venue: New Delhi, India. 16.5 Language: English. 16.6 The arbitral award shall be final and binding.

17. Governing Law

17.1 This Agreement shall be governed by and construed in accordance with the laws of India. 17.2 Courts at New Delhi shall have exclusive jurisdiction.

Schedule A — Success Fee

The Success Fee percentage or amount, and the payment trigger, are as notified to the Startup by Vest Fundora and recorded at acceptance. The payment trigger is any Funding Event involving an Introduced Investor occurring during the term of this Agreement or the Tail Period. For the avoidance of doubt, the Success Fee shall be calculated on the gross amount of investment, commitment, subscription, funding, capital contribution, convertible instrument, debt financing, or other financial consideration received or made available to the Startup by an Introduced Investor, exclusive of applicable taxes.