LEGAL OPINION

To: Chill on the Hill Private Limited

Attention: []
[24 February 2024]

Sub: Legal Opinion on the transaction structure to be used by Chill on the Hill Private
Limited.

Dear Sir/Ma’am,

1. BACKGROUND

1.1. We, the [lawfirm], are licenced to practise in the Republic of India and provide legal
advice. Chill on the Hill Pvt. Ltd. (the "Company"), a business registered and
incorporated under the Indian Companies Act, 2013, has requested our opinion on the
proposed purchase of 66% of the shares of Jumble Mumble Private Limited ("Target
Company") from Summer Usher Private Limited ("Seller") for the necessary
consideration ("Proposed Transaction").

1.2. Family Fizz Private Limited, also known as the ("Parent Company") owns a 56% stake.
Furthermore, the Parent Company's ownership structure includes the following entities:
(i) Cool Bros UK ("Cool Bros"), a private limited company based in the United Kingdom,
owns 18% of its fully diluted shares; (ii) Mihir Shrivastava owns 52% of its shares; (iii)
Urvashi Master, a co-founder, owns 20% of its shares; and (iv) 10% of its shares are owned
by its employees through the exercise of employee stock options.

1.3. The target company's ownership structure is as follows: (i) the seller owns 66% of its shares;
(ii) Dark Knight Capital, a Singapore-based private equity fund, owns 24% of its shares;
and (iii) Ashish Master, who owns 56% of Summer Usher's shares, owns 10% of the
company's shares.

1.4. Capitalised terms used but not defined in this opinion will be interpreted in accordance
with the context as and when required.

1
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2. INDIAN LAW

This opinion is restricted to Indian law as published and operative on the date of this
opinion and applied by Indian courts and regulators. It is provided with the understanding
that Indian law will govern all matters pertaining to it and that all terms used therein will
be interpreted accordingly. The validity of our findings might be impacted by any
retroactive modifications made to Indian law.

3. SCOPE OF INQUIRY

The following queries have been put forward by the Company that have been examined
for the purposes of this opinion:

3.1. Proposed transaction structure for acquiring the shares of the Target Company.

3.2. Guidance on the proposed transaction's significant legal and regulatory risks.

4. ASSUMPTIONS

4.1. The parties in the proposed transaction have not started negotiating on the structure of the
consideration and payment.

4.2. The Company and the Seller are listed in India under the Indian Companies Act, 2013.

4.3. Section 5 of the Indian Competition Act, 2002 prescribes statutory limits for both the
Company and the Target Company. The Company's assets and turnover surpass these
limits.

5. OPINION

Taking into account the inquiries outlined in paragraph 3, the assumptions stated in
paragraph 4, and the caveats mentioned in paragraph 6, as well as any undisclosed matters,
we hereby offer our professional opinion that:

5.1. Term Sheet: The proposed transaction will begin with negotiations with the Seller. To
facilitate this, we recommend that the Company, Target Company, and Seller sign a term
sheet after initial discussions, which is an agreement on the basic terms and conditions
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under which the negotiation will take place. The following binding clauses will be included
in the term sheet:

(a) Access to Information - This clause requires the Target Company and Seller to
provide all necessary information for the Company and its advisors to conduct due
diligence. This includes financial statements, operational plans, licences, and other
relevant documents.

(b) Exclusivity clause - The clause prohibits the Seller from discussing or agreeing on the
sale of shares in the Target Company with any other parties during the negotiation
process.

(c) Non-Disclosure Agreement - This clause prohibits the disclosure of confidential

information shared to facilitate the proposed transaction.

(d) Termination and Break Fee - This clause specifies the negotiation timeframe and
termination conditions. Furthermore, it will specify any costs incurred if a party decides
to withdraw from the negotiations prematurely.

(e) Interim restrictions on Seller's Operations - This clause requires the Seller to maintain
the Target Company's operations while negotiating. This helps to protect the Company's
interests by preventing any negative effects on the Target Company's business as a result
of significant managerial decisions made during the negotiation process.

5.2. The term sheet will include non-binding clauses that outline deal structures, pricing,
payment terms, third-party and regulatory approvals, non-solicitation and non-compete
agreements, representations and warranties, indemnities, and stake-building provisions.

5.3. Share Purchase Agreement: Following the conclusion of successful negotiations, the
parties will execute a Share Purchase Agreement ("SPA") as the primary document
governing the terms and conditions of the proposed Transaction. The SPA will outline the
key terms, conditions, rights, and obligations of the Company and Seller in the transaction,
as well as cover all aspects of the transaction, including the pre-execution, execution, and
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post-execution phases.

5.4. Valuation of the target company: A variety of mechanisms for determining the value of
shares purchased by the Company from the Seller will be implemented. The following
methods are recommended.

(a) Discounted cash flow ratio - Determines the target company's price and share value
based on future cash flows.

(b) The Comparative Price-Earnings Ratio – The ratio compares the Target Company's
price to other companies in the same industry/market.

5.5. Purchase Price Adjustment: To account for potential delays in negotiations and SPA
drafting, it's recommended to include a mechanism for adjusting completion accounts
prices. This entails adjusting the purchase price based on the difference between the Target
Company's total value on the completion date and the valuation performed at the initial
stage. This adjustment will align the Company's price paid with the Target Company's
current actual value, as determined by its most recent independently audited financial
statements, ensuring that its value is fairly reflected upon completion. Furthermore, this
ensures compliance with the guiding principles prescribed under Rule 21 of the Foreign
Exchange Management [Non-Debt Instruments] Rules, 2019. [To understand why the
aforementioned rules, apply, please see paragraph 5.11].

5.6. Structuring of Consideration: We recommend the Proposed Transaction should be

structured in a four-fold method for payment of consideration for the acquisition of the
shares of Target Company from the Seller. The purchase price for the shares (“Purchase
Price”) shall be an amount equal to the aggregate of the following amounts:

(a) Initial Purchase Price – Herein it is advised that upon the closing of the Proposed
Transaction, the Company pay the Seller a lump sum cash payment equal to 50% of
the Target Company's initial valuation.

(b) Escrow payment – The company is advised to deposit the remaining 50% of the Target
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Company's initial valuation into an escrow account.

(c) Deferred Purchase Price: In accordance with the Purchase Price Adjustment specified
in paragraph 5.4, the adjustment is to be made and is legally enforceable against each
party. If, after adjustment, the Target Company's valuation is higher, the Company
will pay the excess to the Seller on a rupee-for-rupee basis via the earn-out escrow
account described below. If the Target Company's valuation is lower after adjustment,
the Seller will use the established escrow account to pay the Company the difference,
rupee for rupee.

(d) Earn-Out - After paying 50% of the initial purchase price and deducting/adding the
Purchase Price Adjustment, the remaining consideration for the shares will be paid
through an earn out mechanism. The remaining consideration will be paid in
instalments over a set period of time, subject to meeting predetermined performance
milestones or financial goals.

5.7. Advantage of Proposed Structuring Mechanism: This payment structure in

quadruplicate will, among other things, guarantee that the seller and the company are paid
fairly on the closing date, provide incentives for the company and the seller to conduct
business fairly and without taking any profits out of the company, and allow for the
retention of current management and expertise to secure the company's continued success.
This would guarantee that the business performance of the Target Company recovers
from the pandemic and enable the Company to keep the Target Company's team.

5.8. No Material Adverse Chance: The Target Company's primary sources of income are
supply agreements and sales to large retailers. Verifying the validity of important contracts
and agreements is crucial. It also ensures that the Target Company's operations are
continuing as planned and that no significant negative changes have occurred to its
operations, financial situation, business, or prospects since the SPA was signed. These
developments could have a significant impact on the transaction or the share price.
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5.9. Representations and Warranties: The Company is required to obtain representations

and warranties from the Seller and the Target Company. These comprise, but are not
restricted to:

(a) That the Seller is the legitimate owner of the Target Company shares up for sale, free
and clear of any liens, encumbrances, or transfer restrictions.

(b) The SPA will be legally binding on the Seller, and the Seller and the Target Company
have full power and authority to enter into it;

(c) To the best of the Seller's knowledge, no events have taken place that would justify the
filing of any legal action related to a compromise, arrangement with creditors, winding up,
bankruptcy, or other insolvency involving any group company. Furthermore, there are no
active legal actions or proceedings against the Target Company.

d) The Target Company has fully completed all necessary licences, taxes, and regulatory
approvals that were required by the Seller.

(e) The Target Company complies with all legal requirements and compliances.

(f) There are no undisclosed liabilities of any kind on the Target Company.

5.10. Indemnification: The Company shall ensure that it obtains sufficient indemnities from
the Buyer, including a non-reliance clause stating that the Proposed Transaction was
carried out solely on the Buyer's representations. These indemnities should operate on a
tipping basket basis, allowing the Company to earn-out payments starting with the first
rupee loss in order to balance its losses. Furthermore, actionable indemnity requires a long
duration. Finally, situations involving potentially prohibitive liabilities, such as fraud or
environmental concerns, should be excluded from the indemnity cap.

To further protect the Company's interests, it would be advantageous to include a

sandbagging clause that expressly disclaims knowledge and inquiry as potential obstacles to
the right to be indemnified..
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5.11. Foreign Investment: The proposed transaction must comply with the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 ("NDI Rules"). According to Rule 23,
NDI Rules, the proposed transaction is classified as a 'Downstream Investment'. This is
due to the fact that Cool Bros, a foreign entity, has the authority to appoint four of the five
directors and to veto certain management decisions made by Parent Company. As a result,
the following requirements must be met:

(a) The Proposed Transaction must be approved by the Company's Board of Directors
and permitted by its shareholder agreement.

(b) Funds for this transaction must be brought in from abroad, as domestic funds cannot
be used. Unless the investment is made with internal accruals.

(c) Under Rule 23(6) of the NDI Rules, the Company, as the first level Indian company,
is responsible for compliance in the case of subsequent levels of downstream investments.
The Company must therefore obtain a certificate to this effect from its statutory auditor
on an annual basis, and compliance with these rules must be mentioned in the Director's
report as part of the Annual Report.

5.12. Mode of Payment: In accordance with the Foreign Exchange Management (Mode of
Payment and Reporting of Non-Debt Instruments) Regulations, 2019, the Company
must file Form DI and provide notice of the proposed transaction's execution to the
Department for Promotion of Industry and Internal Trade's Secretariat for Industrial
Assistance (SIA).

5.13. Antitrust Regulations: Because the Company and the Target Company both operate in
the beverage industry, it is necessary to address any potential antitrust issues. Because the
proposed transaction may constitute a "combination," it is subject to Section 6 of the
Competition Act and must be approved by the Competition Commission of India
("CCI"). This renders the proposed transaction subject to Section 5 of the Competition
Act. To obtain a favourable order, the Company must notify the CCI of the details of the
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potential combination within thirty days of the SPA's execution.

5.14. Tax Concerns: Indian tax authorities closely monitor withholding tax compliance. In
order for the Seller to receive tax credit, the Company must withhold tax from the
consideration owed to them, deposit it with the Indian tax authorities, and meet a number
of other requirements. These requirements include but are not limited to: obtaining a Tax
Deduction Account Number, filing a withholding tax return, and providing the Seller with
a withholding tax certificate. Furthermore, the Company's tax losses, if any, may be carried
forward to reduce future taxes.

5.15. Stamp Duty: The Company must pay 0.5% of the total valuation of the SPA as stamp
duty upon execution.

5.16. Licences and Insurance: The Company should review the Seller and Target Company's
shared documents and agreements to determine if their licences are transferable upon the
sale of securities. Additionally, it must review the remaining term and renewal
requirements. Similarly, the Company must investigate the Seller's insurance, including the
types and amounts of coverage, transferability, and expiration.

6. QUALIFICATIONS

6.1. This opinion is subject to the following qualifications:

6.2. The percentage division used in Paragraph 5.5 for consideration payment aligns with
market practice and industry trends in the beverage industry. The agreement is subject to
revision based on negotiations between the parties.

6.3. This opinion is subject to limitations arising from accounting or banking principles,
bankruptcy, insolvency, liquidation, moratorium, reorganisation, and other general laws
relating to or affecting financing of the proposed transaction.

6.4. The Company's pricing and valuation mechanisms are not exhaustive and must be
supported by factual evidence and transactional circumstances. The Company must seek
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the advice of independent financial and accounting consultants in this regard.

6.5. We did not conduct due diligence on the Company, Parent Company, Target Company,
Seller, or other parties involved in the Proposed Transaction. We also did not search public
records for past practices or transactions.

6.6. There is no opinion expressed on factual matters.

7. RELIANCE

7.1. Only the parties to this opinion may rely on it; otherwise, it is only for the benefit and use
of the Company, its successors, and assigns, and only in order to evaluate and enter into an
agreement for the Proposed Transaction.

7.2. A copy of this opinion may be provided only to:

7.3. your professional advisers, officers, employees and auditors;

7.4. any person to whom disclosure is required by applicable law or court order, or in
accordance with the rules or regulations of any supervisory or regulatory body, or in
connection with any judicial proceedings on the grounds that

(i) such disclosure is made solely to enable any such person to be informed that a letter has
been given and to be made aware of its terms, without making any kind of reliance; and (ii)
such person to whom a copy of this opinion is disclosed agrees not to disclose it or its
content to any other individual, quote or refer to it in any public document, or file with
anyone without our prior written consent.

7.5. Except as provided in paragraphs 7.1 and 7.2 above, this opinion is not to be transmitted to
anyone nor is it to be relied upon by anyone or for any other purpose or quoted or referred
to in any public document or filed with anyone without our written consent. We accept no
responsibility or legal liability to any person other than the parties referred to in paragraph
7.1 above in relation to the contents of this opinion.
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Yours faithfully,
For [Lawfirm]

[Name]
Partner