FRANCHISE AGREEMENT

This Agreement is made and entered on this 21st day of March, 2025

BETWEEN

GreenBites Private Limited, a company incorporated under the Companies Act, 2013, having
its registered office at Plot No. 45, Road No. 12, Banjara Hills, Hyderabad - 500034,
Telangana, represented by its Managing Director, Mr. Ramesh Varma (hereinafter referred to
as the "Franchisor", which expression shall mean and include its successors, nominees, and
assigns) of the “ONE PART.”

AND

Ms. Priya Sharma, residing at No. 14, North Usman Road, T. Nagar, Chennai - 600017,
Tamil Nadu, (hereinafter referred to as the "Franchisee", which expression shall mean and
include her heirs, legal representatives, and permitted assigns) of the “OTHER PART.”

WHEREAS Green Bites Private Limited (the "Franchisor") is engaged, inter alia, in the
business of operating and marketing fast-casual restaurants specializing in healthy and organic
meals under the trade name and trademark "Green Bites", which it owns exclusively;

WHEREAS the Franchisor is desirous of promoting its health-focused food products and
expanding its brand presence by setting up a chain of retail outlets across India, either directly or
through the appointment of stockists, retailers, and franchisees for the purpose of establishing
and operating such outlets;

WHEREAS the Franchisee, Ms. Priya Sharma, has offered to set up and operate one such Green
Bites Retail Outlet in the city of Chennai, and has represented that she is willing to invest the
necessary capital and possesses suitable premises for the operation of the Retail Outlet;

WHEREAS the Franchisor has accepted the offer of the Franchisee to establish and operate the
Green Bites franchise in the T. Nagar area of Chennai, on the terms and conditions contained
herein.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. GRANT OF FRANCHISE & TERRITORIAL EXCLUSIVITY

1.1 The Franchisor hereby grants to the Franchisee the exclusive right to establish, operate, and
manage a GreenBites Retail Outlet at the Schedule Premises described herein, and to use the
Franchisor’s trademarks, brand name, and trade dress for the duration of this Agreement.

1.2 The Franchisee shall have exclusive territorial rights within a radius of 13 (Thirteen)
kilometers from the Schedule Premises. The Franchisor agrees not to appoint any other
franchisee, agent, stockist, or establish any company-operated outlet within this exclusive
territory during the validity of this Agreement without the prior written consent of the
Franchisee.

1.3 This exclusivity shall, however, not restrict the Franchisor’s rights to:

Sell products via online platforms or third-party food aggregators;

Cater institutional or bulk orders outside the franchise outlet.

2. TERM & RENEWAL

2.1 This Agreement shall remain valid for a period of 5 (Five) years from the date of execution.

2.2 Upon satisfactory performance, the Agreement may be renewed for a further period of 5
(Five) years on mutually agreed terms, subject to the payment of a renewal fee of INR 5,00,000/-
(Rupees Five Lakhs Only) or as revised by the Franchisor.

3. FRANCHISE FEE & SECURITY DEPOSIT

3.1 The Franchisee shall pay a one-time non-refundable Franchise Fee of INR 12,00,000/-
(Rupees Twelve Lakhs Only) upon execution of this Agreement.
3.2 Additionally, the Franchisee shall deposit an amount of INR 5,00,000/- (Rupees Five Lakhs
Only) as a Refundable Security Deposit, which shall be returned interest-free at the end of the
term, after deducting any dues.

4. SET-UP, DESIGN & BRANDING

4.1 The Franchisee shall bear the entire cost of furnishing, interior design, and decoration of the
Schedule Premises, estimated at INR 25, 00,000/- (Rupees Twenty-Five Lakhs Only), strictly
adhering to the Franchisor’s guidelines on décor, layout, fixtures, signage, color schemes, and
branding.

4.2 The Retail Outlet shall at all-time prominently display the “Green-Bites” name, trademarks,
and branding elements.

5. SUPPLY CHAIN & QUALITY CONTROL

5.1 The Franchisee shall procure all core ingredients, raw materials, and proprietary products
exclusively from vendors approved or designated by the Franchisor to ensure quality and brand
consistency.

5.2 The Franchisee may recommend local suppliers, subject to quality audits and approval by the
Franchisor.

5.3 The Franchisor reserves the right to conduct quarterly quality audits of the supply chain,
kitchen, and premises.

6. TRAINING, OPERATIONS & MANAGEMENT

6.1 The Franchisor shall provide 15 (Fifteen) days operational and staff training at the
Franchisee’s Chennai outlet before launch.
6.2 The Franchisee shall operate the outlet strictly as per the Franchisor’s Operations Manual,
maintain hygiene, health standards (including FSSAI compliance), and employ trained staff.

6.3 The Franchisee shall maintain daily sales records and provide monthly reports to the
Franchisor.

7. REVENUE MODEL & ROYALTIES

7.1 The Franchisee shall pay the Franchisor a Royalty of 4% of Monthly Gross Sales, payable by
the 10th of every subsequent month.

7.2 The Franchisee shall maintain proper accounts and shall allow the Franchisor or its
authorized representatives to inspect and audit such records periodically.

8. MARKETING & PROMOTIONS

8.1 The Franchisor shall contribute INR 3,00,000/- (Rupees Three Lakhs Only) towards initial
marketing support for the first six months, covering digital, print, and local campaigns.

8.2 The Franchisee shall independently spend at least 1% of Monthly Gross Sales on local
marketing, social media promotions, influencer campaigns, and local events.

8.3 All advertising and promotional materials shall strictly comply with the brand guidelines of
the Franchisor.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property, including but not limited to trademarks, recipes, menus, logos,
designs, and brand elements, are the sole property of the Franchisor.

9.2 The Franchisee shall not claim any ownership rights and shall cease using the same upon
termination or expiry of this Agreement.
10. TERMINATION & CONSEQUENCES

10.1 This Agreement may be terminated:

a) By either party with 3 months' prior written notice for breach of material terms, if not rectified
within 30 days of such notice;

b) By the Franchisor without notice if the Franchisee commits fraud, misconduct, or is declared
bankrupt.

10.2 Upon termination, the Franchisee shall immediately stop using the Franchisor’s brand,
trademarks, and return all proprietary materials.

11. DISPUTE RESOLUTION / ARBITRATION

11.1 In the event of any dispute or difference arising out of or in connection with this
Agreement, including the interpretation of its terms, performance, or breach thereof, the parties
shall first attempt to resolve such dispute amicably through mutual discussions within 30 (Thirty)
days from the date the dispute is raised by either party.

11.2 If the dispute remains unresolved, the same shall be referred to arbitration in accordance
with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.

11.3 The arbitration shall be conducted by a sole arbitrator jointly appointed by both parties. The
seat and venue of arbitration shall be Hyderabad, Telangana, and the language of the arbitration
shall be English.

12. CONFIDENTIALITY

12.1 The Franchisee acknowledges that during the term of this Agreement, she will have access
to confidential and proprietary information of the Franchisor, including but not limited to
recipes, operating procedures, manuals, financial information, supplier lists, marketing plans,
customer data, and trade secrets ("Confidential Information").
12.2 The Franchisee agrees to maintain strict confidentiality of all such Confidential Information
and shall not, either during the term of this Agreement or thereafter, disclose, reproduce, or use
such information for any purpose other than the operation of the franchise as per the terms of this
Agreement.

12.3 Upon termination or expiration of this Agreement, the Franchisee shall return all
Confidential Information, documents, or materials belonging to the Franchisor and shall not
retain any copies.

13. NON-COMPETE

13.1 The Franchisee agrees that during the term of this Agreement and for a period of 2 (Two)
years following its termination or expiry, she shall not directly or indirectly engage in, operate,
or provide any financial or technical assistance to any business that is similar to or competitive
with the business model of GreenBites or any fast-casual healthy or organic food restaurant
within the city limits of Chennai or within a 15 (Fifteen) kilometer radius of the franchise
premises.

13.2 The Franchisee further agrees not to use any part of the know-how, systems, or Confidential
Information of the Franchisor for operating any such competing business.

14. INDEMNITY

The Franchisee agrees to indemnify and hold harmless the Franchisor against all losses, claims,
damages, and expenses arising from the operation of the outlet, breach of laws, or terms of this
Agreement.

15. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of India. Courts in Hyderabad, Telangana shall
have exclusive jurisdiction.
 SCHEDULE OF PREMISES

Address: No. 18, North Usman Road, T. Nagar, Chennai - 600017, Tamil Nadu.

Area: 1,500 Sq. Ft. (Carpet Area)

Boundaries:

 East: North Usman Road

 West: Private Residential Building

 North: Commercial Complex

 South: Retail Showroom

Description: The premise is situated in the heart of T. Nagar’s commercial district, known for its
high footfall. It is suitable for restaurant operations with kitchen, storage, and seating facilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
mentioned above:

For Green-Bites Private Limited (Franchisor):

Signature: Ramesh..

Name: Mr. Ramesh Varma

Designation: Managing Director

For Ms. Priya Sharma (Franchisee):

Signature: Priya ..

Name: Ms. Priya Sharma

WITNESSES:

1. Mr. Karan Malhotra,

Address: Flat No. 8B, Lotus Apartments, Banjara Hills, Hyderabad – 500034

Signature: Karan M..

2. Ms. Ananya Iyer,

Address: No. 25, Eldams Road, Alwarpet, Chennai – 600018

Signature: I. Ananya ..