-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, OR TAX ADVICE This document is a structured preparation draft only. It does not constitute legal, financial, or tax advice. GST treatment of revenue share payments under Indian law, income tax characterization of the arrangement, securities law implications under applicable SEBI regulations, and contract enforceability under Indian contract law must be confirmed with a qualified Indian commercial attorney and tax advisor before this agreement is signed or any services are delivered. -------------------------------------------------- REVENUE SHARE AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: RSA-2026-001 Date of Preparation: June 1 2026 PROVIDER: GrowthLabs Marketing Pvt Ltd Mumbai Maharashtra India Email: [provider email] RECIPIENT: StyleHub Online Pvt Ltd Delhi India Email: [recipient email] 1. RECITALS 1.1 GrowthLabs Marketing Pvt Ltd is a digital marketing and SEO agency based in Mumbai Maharashtra India providing growth marketing services to ecommerce businesses. 1.2 StyleHub Online Pvt Ltd is an ecommerce fashion retailer based in Delhi India seeking digital marketing and SEO services to grow its online revenue. 1.3 Both parties confirm their mutual intent to document the terms of this revenue share arrangement through this agreement. 2. DEFINITIONS 2.1 Provider: GrowthLabs Marketing Pvt Ltd. 2.2 Recipient: StyleHub Online Pvt Ltd. 2.3 Consideration: The digital marketing and SEO services delivered by GrowthLabs Marketing Pvt Ltd with a total agreed value of INR 12,00,000 as described in Section 3. 2.4 Revenue: All revenue generated by StyleHub Online Pvt Ltd from its ecommerce operations as defined in Section 8. 2.5 Net Revenue: Gross revenue of StyleHub Online Pvt Ltd less refunds, returns, chargebacks, and government taxes collected as agent. 2.6 Revenue Share Percentage: 8 percent of monthly Net Revenue. 2.7 Payment Cap: INR 20,00,000 being the maximum total cumulative Revenue Share Payments payable under this agreement. 2.8 Reporting Period: Each calendar month. 2.9 Payment Date: Within 5 business days of submission of each monthly revenue report. 2.10 Effective Date: The date on which both parties sign this agreement. 3. CONSIDERATION PROVIDED 3.1 GrowthLabs Marketing Pvt Ltd will deliver to StyleHub Online Pvt Ltd a full digital marketing and SEO services package with a total agreed value of INR 12,00,000. 3.2 The services will be delivered over an agreed program commencing on the Effective Date, with delivery milestones to be confirmed separately in writing. 3.3 Once delivered the consideration is non-refundable and StyleHub Online Pvt Ltd's revenue share obligations commence from the Effective Date. 4. REVENUE SHARE PERCENTAGE 4.1 StyleHub Online Pvt Ltd must pay GrowthLabs Marketing Pvt Ltd 8 percent of its monthly Net Revenue for each Reporting Period during the term of this agreement. 4.2 The percentage is calculated on Net Revenue as defined in Section 8. 4.3 No minimum revenue share payment is guaranteed. Payments are entirely variable based on actual Net Revenue achieved. 4.4 Note: The income tax and GST treatment of revenue share payments under Indian law must be confirmed with a qualified Indian tax advisor before this agreement is executed. 5. PAYMENT CAP AND TERMINATION OF PAYMENTS 5.1 The maximum total cumulative Revenue Share Payments payable by StyleHub Online Pvt Ltd to GrowthLabs Marketing Pvt Ltd under this agreement is INR 20,00,000. 5.2 Once cumulative Revenue Share Payments reach INR 20,00,000 StyleHub Online Pvt Ltd's payment obligations automatically cease and this agreement terminates. 5.3 The final monthly revenue report will include a reconciliation confirming the cumulative total paid and the final payment amount required to reach the Payment Cap if the Payment Cap is reached during a Reporting Period. 6. REPORTING PERIODS AND PAYMENT SCHEDULE 6.1 The Reporting Period is each calendar month from the Effective Date. 6.2 StyleHub Online Pvt Ltd must submit to GrowthLabs Marketing Pvt Ltd a written revenue report by the 10th day of the month following each Reporting Period. 6.3 Each revenue report must contain: 1. Total gross revenue for the Reporting Period. 2. Itemized deductions including refunds, returns, chargebacks, and taxes collected as agent. 3. Total Net Revenue for the Reporting Period. 4. Calculated Revenue Share Payment at 8 percent of Net Revenue. 5. Cumulative total Revenue Share Payments made to date. 6. Remaining balance to the Payment Cap. 6.4 Revenue Share Payments must be transferred by NEFT to GrowthLabs Marketing Pvt Ltd's nominated bank account within 5 business days of report submission. 7. REVENUE DEFINITIONS AND EXCLUSIONS 7.1 Net Revenue for the purpose of this agreement includes all revenue received by StyleHub Online Pvt Ltd from online fashion retail sales through all platforms and channels. 7.2 The following are explicitly excluded from the Net Revenue calculation: 1. Full or partial refunds and returns processed during the Reporting Period. 2. Chargebacks and disputed payment reversals. 3. GST and other government taxes collected on behalf of tax authorities. 4. Shipping fees passed through to logistics providers without margin. 7.3 Any dispute about revenue classification will be resolved by reference to StyleHub Online Pvt Ltd's standard accounting records. 8. AUDIT RIGHTS 8.1 GrowthLabs Marketing Pvt Ltd has the right to audit StyleHub Online Pvt Ltd's revenue records to verify the accuracy of revenue reports and Revenue Share Payments, up to once per quarter. 8.2 GrowthLabs Marketing Pvt Ltd must give at least 10 business days written notice before conducting an audit. 8.3 GrowthLabs Marketing Pvt Ltd bears the cost of any audit except where an underpayment of more than 5 percent is identified, in which case StyleHub Online Pvt Ltd will bear the reasonable cost of the audit and must promptly pay the underpayment plus simple interest at 12 percent per annum from the original payment due date. 8.4 StyleHub Online Pvt Ltd must maintain accurate revenue records throughout the term of this agreement and for 3 years after termination. 9. MINIMUM PAYMENT OBLIGATION 9.1 No minimum Revenue Share Payment is required under this agreement. Payments are entirely variable based on actual monthly Net Revenue achieved. 9.2 StyleHub Online Pvt Ltd must notify GrowthLabs Marketing Pvt Ltd in writing if monthly Net Revenue falls below INR 5,00,000 in any Reporting Period. 10. RECIPIENT'S BUSINESS OBLIGATIONS 10.1 StyleHub Online Pvt Ltd agrees to: 1. Operate its ecommerce business in good faith and with reasonable commercial diligence. 2. Not take any deliberate action to reduce reportable Net Revenue below what it would otherwise be such as deferring revenue recognition or shifting income to related entities. 3. Maintain accurate and complete revenue records. 4. Provide all information reasonably required to verify revenue reports. 5. Promptly notify GrowthLabs Marketing Pvt Ltd of any material change in its business affecting future revenue. 11. RESTRICTIONS ON RECIPIENT 11.1 During the term of this agreement StyleHub Online Pvt Ltd must not enter into any other revenue share arrangement relating to its ecommerce revenue without GrowthLabs Marketing Pvt Ltd's prior written consent. 11.2 StyleHub Online Pvt Ltd must notify GrowthLabs Marketing Pvt Ltd before selling or transferring the business or its principal revenue-generating assets. 12. DEFAULT 12.1 A default occurs if: 1. StyleHub Online Pvt Ltd fails to submit a revenue report within 30 days of the due date after a formal written demand. 2. Any Revenue Share Payment remains unpaid for more than 30 days after formal written demand. 3. StyleHub Online Pvt Ltd materially misrepresents its revenue in any report. 4. StyleHub Online Pvt Ltd becomes insolvent or subject to insolvency proceedings. 12.2 Upon default GrowthLabs Marketing Pvt Ltd may demand an immediate audit, terminate this agreement, and claim all accrued Revenue Share Payments. 13. CONFIDENTIALITY 13.1 Both parties agree to keep all confidential information including revenue data, business strategies, and the terms of this agreement confidential during the term and for 2 years after termination. 14. TAX AND ACCOUNTING NOTE 14.1 Note: The GST treatment of revenue share payments in India, income tax characterization of this arrangement for both GrowthLabs Marketing Pvt Ltd and StyleHub Online Pvt Ltd, and whether this arrangement has any SEBI regulatory implications must be confirmed with a qualified Indian tax advisor and commercial attorney before execution. 15. GOVERNING LAW AND DISPUTES 15.1 Laws of Maharashtra India govern this agreement. 15.2 Disputes will first be addressed through direct good-faith negotiation. If unsuccessful, disputes proceed to binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian commercial attorney and tax advisor before signing. GST treatment of revenue share payments, income tax characterization, and applicable contract enforceability under the Indian Contract Act 1872 must be confirmed before execution. GrowthLabs Marketing Pvt Ltd (Provider) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ StyleHub Online Pvt Ltd (Recipient) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Revenue Share Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal, financial, or tax advice. Always have this document reviewed by a qualified attorney and tax advisor before either party signs or any consideration is delivered. --------------------------------------------------