Date:

To,
Director,
Shree Ji Consent Private Limited
NH8, Near Helipad, Kallakhedi Viran
NATHDWARA( RAJ.) -313301

Subject : Appointment as Management Advisors for Raising Funds , identifying operator and
construction of the project situated at NATHDWARA (RAJASTHAN).

Dear Sir,

We refer to our discussions at your office regarding raising of funds for M/s Shree Ji Consent Private
Limited (Company) On the basis of our discussions we understand that Company proposes to raise
additional funding by way of project finance and also wish to have a management operator for the
hotel property coming up at NATHDWARA -RAJASTHAN . In this regard we submit that Life Advisors
And Management Consultants, LLP (LIFE) Partners (‘Advisors’) are well equipped, in terms of having
the people who have immense experience in debt syndication and Project Management and who are
adequately networked to assist in structuring and successfully raising such funding on terms
acceptable to the Company. We would be pleased to assist the Company as “The Advisors” on terms
mentioned below.

1. Transaction
a. The Transaction under this mandate will be to raise funds and turnkey management of the
project as per the discussion and your requirements.

2. Scope of the consultancy services

a. Financing the Project
1. To review the Company financials and fund requirement analysis developed by LIFE
management and finalize the Company financial projections in consultation with the
management.
2. To prepare a Pitch Book, Information Memorandum & executive summary of Company.
3. To develop a strategy and alternate ways and means to raise the funds required.
4. After the confirmation by the management team, and finalization of the fund raising route,
we will finalise the presentation material for raising funds from banks.
5. To arrange, meet and negotiate with lenders/investors as regards reasonable rate with
various concessions available.
6. To provide advice on all allied matters till completion of all phases under the business plan.
7. To finalise all queries/requirements sought for by the Banker’s Due Diligence.
8. To follow up the bankers in getting timely compliances.
9. To arrange inspections with bankers/potential lenders and coordinate meetings with the
directors for critical issues/decisions.

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b. Arranging the operator / management contract/ Lease
i. Identify the suitable brand to manage and run the daily operations of the constyructed
property
ii. Finalise and negotiate terms with the potential operator
iii. Formalise the agreement and execution of the same
iv. Day to Day follow up if required till the start of the operations

c. Construction activity/ project management

i. Allot a suitable contract to potential construction company
ii. Supervise and get the timely execution of the project with cost efficiency
iii. Get the project delivered as per specification of the operator agency.
iv. Turn key solutions to the entire project till completion.

10. Breakup of the services

Debt Funding
Scope of Our Services:
a. Collecting the information about the existing banking arrangements of the Company.
b. Based on our discussions with the Management, we would take appropriate steps for
improvement.
c. Assist in preparation of the information Memorandum / reports and supplementary
information, including, providing any information / clarification and other relevant areas of
support required and circulate these details for the potential bankers/ lenders & find out
alternative.
d. Facilitating and coordinating, meeting between the company and Lenders & new investors.
e. Obtaining appropriate sanction from Lenders/Investors.
f. Assist in smooth transfer and deployment of the funds through banking channels

11. Completion of the transaction

We will assist you in concluding the Transaction with the preferred financial institutions or
alternative financial institutions in doing so:
a. We will assist you in negotiations and advise on the various terms and conditions of the
transaction and completion of necessary documents and disbursement of loans.

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12. Fees
a. LIFE will be entitled to a fee @ 2.0 % of the total sanction from financial institution for the
cattle feed project. 50% of the fee is to be given at the time of sanction and remaining 50% is
to be given at the time of first disbursement.
b. For the management contract LIFE will be entitled to a fee of INR 20 lacs or a fee equalling to
the franchise fee of the management company, whichever is higher.
c. In case of a lease contract LIFE will be entitled to a fee equal to two months of rentals agreed
between the two parties

d. Fee entitled to LIFE will be excluding of Loan Processing Fees and other charges charged by
Financial Institution.

e. Payment of amount to LIFE will be within 15 (fifteen) days of receipt of invoice. Delayed
payments shall carry an interest rate of 18% p.a.

f. An advance drop-dead fee of INR 5.0 lacs to be paid for all the projects in the following
manner.

i. 2.5 lacs is to be charged as drop dead fee for preparation of detailed project
report (DPR). This report will further be the property of the client and can
be used for any further projects.
ii. 2.5 lacs as advance fee for the identification of management contract and
out of pocket expenses. This will be adjusted in the final pay-out.

Other clauses
6.1 Confidentiality Agreement
We will not disclose, except as required by law, order of the Court or by any regulatory authority,
any confidential information relating to the Sponsors / Companies which it receives during the
Engagement. If we are required by law, order of the Court or by any regulatory authority to
disclose information, the company authorizes us to disclose the information and to deliver the
relevant documents to the concerned authority.

6.2 Responsibility of Company

The Company shall provide full disclosure of all the factors that could affect the fund raising as
well as supply all the data and information that may be necessary and in satisfactory form and
content to enable us to undertake our role in a timely and expeditious manner. The Company will
make all such arrangements as are appropriate with any authority/ies whose agreement is
necessary, including the obtaining of any approval, licenses, or registrations required for
facilitating the fund raising in most appropriate manner. The Company shall, if appropriate and
where requested, provide to us full support and collaboration of its finance personnel for any
discussions, negotiations, presentations etc. The Company shall indemnify us against all and / or

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 any claims arising from information supplied to us by the Company upon which we have relied in
the preparation and / or presentation to the potential investors / Lenders.

6.3 Material Adverse Change

This arrangement is subject to there being, (a) no material adverse change (or event which is
likely to result in a material adverse change) in the business or financial condition of the
borrower or (b) no circumstance, change or condition (or continuation of any circumstance,
change or condition) in the International or domestic, syndicated debt bank or capital markets,
or the political, financial or economic climate which may prejudice a successful syndication. In
the case of any material adverse change due to any of the above, in order to ensure a successful
syndication, we have the right to re-negotiate terms and conditions with the Company or to
return the mandate and terminate the financing arrangements set out herein, with no liability.

6.4 Exclusivity
The parties agree that, LIFE will be engaged exclusively for raising debt/finance of the Company
for the lenders/ financial institution approved by the company. Subsequent to the termination or
expiration of this engagement, any transaction is consummated by the Company with any of the
targets identified by LIFE with whom discussions were held prior to the termination or expiration
of this engagement; we will be entitled to fee as agreed above for the period of 1 year from the
date of introduction of the lender.

6.5 Survival
Any Lender or investor introduced or presented by LIFE to the Company during validity of this
engagement letter, if lends to or invest in the Company. or its associate concerns within 12
months from the expiry of validity of this engagement letter, LIFE will be entitled to a fee @ 1.0%
of the funds raised of debt raised from financial institution on the amount lend as per the
payment schedule of this engagement letter.

6.6 Indemnification
The Company hereby indemnify and hold harmless LIFE and its affiliates from and against any
losses, claims, damages, liabilities for breach of any of the obligations of the
Company contemplated by this mandate letter and will reimburse for all reasonable expenses
(including counsel fees and expenses).

6.7 Termination Clause

Either the Company or LIFE may terminate the Engagement by serving notice on the other. A
notice on termination may take effect immediately or on such later date as it may specify with
effect from the date of notice. The parties shall be relieved from future performance of their
rights and obligations under this agreement, other than those rights or obligations that have
accrued at the date of termination. The provisions of this letter relating to confidentiality
obligations and reimbursement for expenses incurred and our remuneration in the event of
termination will survive any termination as set out in this section of the letter.

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6.8 Clarification
This mandate letter is not and cannot under any circumstances be construed as constituting a
commitment by LIFE (Advisors) to provide any advances, loans, or financing in any form to the
Company or any third party. This mandate letter is exclusively meant for the Company for the
purpose of outlining the Scope of Services as envisaged by LIFE (Advisors) and should be treated
in strict confidence.

6.9 Law and Jurisdiction

This mandate will be subject to Indian Laws and jurisdiction of Delhi Court.

We request you to sign and return a copy of this mandate letter to us. We look forward to working
closely with you on this important project.

Yours faithfully,

For Life Advisors and Management Consultants, LLP (LIFE)

Partner/Authorized Signatory

Agreed and Accepted

For Shree Ji Consent Private Limited

Director

Place: New Delhi

Date: