SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement (the “Agreement”) is executed on this 3rd September 2022 (the
“Effective Date”) by and amongst:

________________________________ PRIVATE LIMITED, a private limited company, registered under

the Companies Act 2013, having registered office at ________________________, having PAN
_____________________ & CIN ______________________ (hereinafter referred to as “Company” which
expression shall unless repugnant to the context or meaning thereof, mean and include its successors in
interests and assigns) of the First Part, represented by __________________, a director of the Company
having DIN ______________.
AND

In case of individual Investor

NAME OF INVESTOR (AS PER PAN), an Indian Inhabitant, resident of Address (as per Proofs) and holding
Aadhaar _____________.

In case of non-individual investor

Name of Investor Company/LLP, a private limited company/ a Limited Liability Partnership firm, having
registered under the Companies Act 2013/ the LLP Act, 2008, having registered office at Address of
registered office as per ROC records, having PAN & CIN/LLPIN

(Hereinafter individually referred to as a “New Investor”, which expression shall, unless it be

repugnant to the context or meaning thereof, be deemed to mean and include successors, legal heirs,
representatives, nominees, and permitted assigns) of the Second part.

The Company and the New Investor are hereinafter referred to individually as a “Party” and collectively as
the “Parties”.

RECITAL:

1. The Company is engaged in providing next generation community for students to connect,
discover and reach their full potential. (the “Business”);

2. The authorized, issued, subscribed, and paid-up share capital of the Company and its
shareholding pattern as on the Execution Date of this Agreement are as set out in Schedule IV.

3. ________________, __________- are “Promoters” of the Company.

4. The Promoters are the founders and principal shareholders of the Company and immediately
prior to the proposed investment by the New Investor hold in aggregate ____-- Equity Shares
of Rs. 10 Face value of shares each fully paid up in cash representing ___-% of the total equity
share capital of the Company on a fully diluted basis (“Promoters’ Securities”) as set out in
Schedule V.

5. The “Existing Investors” holds securities of the Company, immediately prior to the proposed
investment by the New Investor, (“Existing Investors’ Securities”) as set out in Schedule III.

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 6. The Company is desirous of growing and expanding its Business, and accordingly, the
Promoters and the Company approached the New Investor to participate in Compulsorily
Convertible Preference Shares (CCPS) of the Company

7. In respect of the above investment, the Board has exercised its power and proposed to issue the
CCPS by way of private placement under Section 42, 62 and other applicable provisions of the
Companies Act, 2013 read with the rules thereof.

8. The New Investor shall, in accordance with the terms and conditions set forth in this
Agreement, subscribe to such CCPS of the Company (Subscription Securities or Subscription
Shares), and subject to such rights and restrictions, powers and obligations as provided for
hereunder;

9. Subject to all the applicable statutory, corporate and other approvals and based on the
representations and warranties made by the Promoters and the Company, the New Investor has
agreed to, invest Rs Amount of Investment (Indian Rupees Amount of Investment in words
Only) towards subscription of the Number of securities CCPS of face value of Rs. 10 each
(“Investor Securities”) by paying Subscription Amount of Rs. ______ Price of CCPS as
per valuation report (Indian Rupees _____________) for each share and the Company has
agreed to issue and allot Investors Securities to the New Investor, on the terms and conditions of
this Agreement and in the manner specified hereinafter.

10. The Parties are now desirous of entering into this Agreement to record the terms of subscription
of Securities as set forth herein and to regulate the future relationship of the Investor and the
Promoters as the Security holders of the Company and in relation to the management of the
affairs of the Company on the terms and conditions hereinafter specified.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties
set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which is acknowledged by the Parties, the Parties intending to be legally bound hereby agree as follows:

1. The New Investor hereby confirms that a copy of the Agreement and the Articles have been made
available to it and hereby covenants with the Company to observe, perform and be bound by all the
terms, obligations, and liabilities of the Investor under this Agreement and be entitled to all the rights
and benefits, and shall be bound by all obligations and duties, of the New Investor under this
Agreement with effect from the date of issue of the Securities to the New Investor and the New
Investor shall agree to follow all the terms mentioned in Schedule I.

2. The New Investor hereby covenants that it shall do nothing that derogates from the provisions and
terms mentioned in Schedule I.

3. The Company shall be entitled to enforce the Agreement against the New Investor.

4. The Company covenants that they shall do nothing that derogates from the provisions of the
Schedules or the Articles.

5. Representations and Warranties

The New Investor, if not an individual, represents and warrants that:

(a) it is duly established and validly exists under the laws of the place of its incorporation or
formation;

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 (b) the execution, delivery and performance by it of this Agreement complies with its
constituent documents; and

(c) all necessary authorisations and Consents for the execution, delivery and performance by it
of this Agreement have been obtained.

The New Investor, if an individual, represents and warrants that:

(d) It has full legal capacity and is of sound mind and has entered into this Agreement out of its
own free will after obtaining full independent professional advice (including legal advice) in
respect of, and understands the nature of, the obligations to be assumed by him under this
Agreement;

(e) It has the full power, authority and legal right to enter into and engage in the transactions
contemplated by this Agreement and has taken or obtained all necessary actions to for the
due execution, delivery and performance of this Agreement;

(f) All clearances, consents, approvals, permissions, no-objections, authorizations or

requirements required from any government authority or any other Persons for or in
connection with the, execution, delivery and performance of this Agreement by it have been
obtained and are in full force and effect and there is no breach of any requirement of any
Applicable Law by it;

(g) The New Investor represents that this Agreement:

(i) constitutes its legal, valid and binding obligations, enforceable in accordance with
their terms (except to the extent limited by applicable law affecting creditors' rights
generally), subject to any necessary stamping or registration;

(ii) does not constitute a breach of any applicable law, or cause or result in default under
any agreement or other arrangement by which it is bound; and

(iii) It has full power, authority and capacity to own assets and to enter into and perform
the obligations incumbent upon it under this Agreement.

(h) The New Investor represents that it is not:

(i) subject to or suffering an Insolvency Event; or

(ii) a party to any Proceeding whose outcome is reasonably likely to have a material
adverse effect on its ability to perform its obligations under this Agreement; and

(i) each person who executes this Agreement on its behalf as an authorised signatory or under a
power of attorney is duly authorised to do so.

6. Capitalised terms used in this Deed but not defined shall have the meaning given to them in
Schedule I.

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 SCHEDULE I

Definitions and Interpretation

1.1 Definitions

In this Agreement (including the recitals above and the Schedules and Exhibits hereto), except where the
context otherwise requires, (i) capitalised terms defined by inclusion in quotations and/or parenthesis
have the meanings so ascribed; (ii) capitalised terms used herein but not defined herein shall (unless
repugnant to the context or meaning thereof) have the meaning ascribed thereto in the Principal
Shareholder Agreement, where it is defined; and (iii) the following words and expressions shall have the
following meanings:

Term Definition
Accounts shall mean unaudited financial statements including balance sheet, profit and
loss statement and cash flow statement as on March 31 of the relevant
Financial Year;
Act shall mean the Companies Act, 2013 for the time being in force and any
subsequent amendment thereto or any other succeeding enactment thereof;
Action means any claim, demand, dispute, litigation, petition, suit, investigation,
inquiry, proceeding, mediation, arbitration, conciliation, enforcement
proceeding, hearing, complaint, assessment, fine, penalty, judgment, order,
injunction, decree or award (administrative or judicial (criminal or
otherwise) by or before any Governmental Authority, and shall without
limitation include
any insolvency proceedings;
Affiliate in relation to a Party (i) being a corporate entity, partnership firm, trust or
any other association of Persons, means any other Person that, either directly
or indirectly through one or more intermediaries and whether alone or in
combination with one or more other Persons, Controls, is Controlled by or is
under common Control with that Party; and (ii) in case of a natural Person,
means any Person who is a Relative of such Person. For the purposes of this
definition, the term “Relative” shall have the meaning under the Act. For the
purposes of this definition, Affiliate for the New Investor shall include any
investment fund, collective investment scheme, trust, partnership (including
any co-investment partnership), special purpose or other vehicle managed or
advised by the New Investor.
Agreement or means this share subscription agreement and shall include any schedules,
Share Subscription Appendix, annexures, or exhibits that may be annexed to this Agreement now
Agreement or at a later date and any amendments made to this Agreement by all the
Parties in writing;
Applicable Law Means any statute, law, regulation, ordinance, rule, judgment, notification,
order, decree, bye-law, permits, licenses, approvals, consents, authorizations,
government approvals, directives, guidelines, requirements or other
governmental restrictions, or any similar form of decision of, or
determination by, or any interpretation, policy or administration, having the
force of law of any of the foregoing, by any authority having jurisdiction
over the matter in question, whether in effect as of the Effective Date of
this Agreement or
thereafter;
“Articles of means the articles of association of the Company as modified to reflect the
Association” or terms of this Agreement and the Shareholders’ Agreement;
“Articles”
Asset shall mean assets or properties of every kind, nature, character and description
(whether immovable, movable, tangible, intangible, absolute, accrued, fixed
or otherwise) as operated, hired, rented, owned or leased by a Person from
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 time to time, including cash, cash equivalents, receivables, securities,
accounts and note receivables, real estate, plant and machinery, equipment,
trademarks, brands, other intellectual property, raw materials, inventory,
furniture, fixtures and insurance.
Board shall mean the Board of Directors of the Company;
Business shall mean the business of the Company as described in Recital (1) as
amended
from time to time;
Business Day shall mean a day other than Sunday or a public holiday in India;
Business Plan means the detailed business or operating plan for each Financial Year and
the annual budget of the Company for each Financial Year which includes a
detailed financial plan providing head wise detail of projected income,
expenditure (including operating and capital expenditure) and earnings by
the
Company, as approved by the Investor;
“Compulsorily shall mean Compulsorily convertible preference shares (CCPS) of the
Convertible Company each having a face value of INR 10/- (Indian Rupee Ten) having
Preference Shares” the terms and conditions more particularly provided for in Schedule VII
or “CCPS” (Terms of CCPS).
Charter Documents shall mean the Articles of Association and the Memorandum of Association
of the Company;
Closing means when all the formalities in relation to completion of subscription of
the Subscription Shares by the New Investor on the Closing Date, as the case
maybe and all other actions required to be completed in the manner on the
Closing Date and in the context of New Investor, as the case maybe, as set
out
in Clause 4.2 of this Agreement;
Company Company means “__________________ PRIVATE LIMITED”
Consent shall mean any notice, consent, approval, authorization, waiver, permit,
grant, concession, agreement, license, certificate, exemption, order or
registration, of, with or to any Person;
Control (including the terms “Controlled” by or under common “Control” with), as
used with respect to any Person means the direct or indirect beneficial
ownership of or the right to vote in respect of, directly or indirectly, more
than 50% (fifty per cent) of the voting shares or securities of a Person and/or
the power to control the majority of the composition of the board of
directors of
a Person and/or the power to create or direct the management or policies of a
Person by contract or otherwise or any or all of the above;
Confidential shall have the meaning ascribed to it in Clause 5.1;
Information
Director shall means a director and member of the Board of the Company;
Effective Date the date shall be the date of this agreement;
Equity Share shall mean equity shares of Rs. 10/- (Rupees Ten) each of the Company;
Equity Instruments shall mean equity shares and/or convertible securities of the Company;
Event of Default shall have the meaning ascribed to it in Clause 9.1;
Financial Statements shall mean the balance sheet, profit and loss account statements and cash
flows and other annexure thereto (audited or unaudited, as the case may be)
of the Company.
Financial Year shall mean any fiscal year of the Company, beginning on April 1 of each
calendar year and ending on March 31 of the following calendar year;
Fully-Diluted Basis means the shareholding pattern of the Company at the relevant point in time
and shall be calculated after taking into account all the issued and
outstanding Equity Shares, preference shares and Securities including
employee stock options, if any, from time to time and all other convertible
shares/Securities of the Company as if all such Securities were converted to
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Equity Shares at
that point in time and such calculation shall take into consideration all share
splits, bonus issuances, etc. if any;

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Governmental means a permit, license, consent, approval, certificate, qualification,
Approval specification, registration or other authorisation including filing of a
notification, report, assessment obtained or to be filed as the case may be as
per the Applicable Laws in India with any Governmental Authority;
Governmental shall mean any central or national government or government of any
Authority province, state, Union Territory or any other political subdivision thereof or
any entity, authority or body exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government,
including any government authority, agency, department, board, commission
or instrumentality of India, as applicable, or any political subdivision thereof
or any other applicable jurisdiction; any court, tribunal or arbitrator and any
securities exchange or body or authority regulating such securities exchange
in India or outside India (as may be relevant to the context);
INR or Rs or Rupees shall mean the currency of the Republic of India;
Indebtedness means with respect to any Person, all indebtedness of such Person (whether
present, future or contingent) and includes without limitation (a) all
obligations of such Person for borrowed money or with respect to advances
of any kind, whether or not evidenced by a Contract; (b) all obligations of
such Person for the deferred purchase price of property, goods or services;
(c) all indebtedness of others secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by)
any encumbrance on property of such Person; (d) all guarantees by such
Person; and I all liabilities or obligations of such Person to pay any sums or
amounts whether under a Contract or otherwise;
Intellectual Property shall mean any and all present and future intellectual property rights in India
and any other country or jurisdiction, including but not limited to any
patents, utility models, layout-designs (topographies)of integrated circuits,
trade secrets, know-how and similar information of a confidential nature,
designs, copyrights, neighbouring rights, database rights or other rights in
compilations of data, trademarks, trade names, internet domain names, and
any all rights of a similar nature, either (i) now known, contemplated or
unforeseen, (ii) having a statutory basis or existing under equity, common
law or otherwise, (iii) registered, deposited, filed or not, and including any
and all rights in connection with applications for or rights to apply for or
acquire any and all
of such rights or to renew or extend them;
Liabilities means all existing Indebtedness and liabilities of any kind or nature
whatsoever of the Company, whether actual or contingent, and whether or not
of a nature required to be disclosed in the financial statements;
Long Stop Date Means The date of closing of round, or such other date as the Promoters and
each of New Investor may jointly agree in writing.
Existing Investors means all equity and preferences shareholders of the Company other than
Promoters as on effective date.
Offer Letter Shall mean letter of offer issued by Company to New Investor for subscription
of Securities being offered in a format prescribed under the Act.
Person shall mean any person (including a natural person), firm, company,
corporation, unincorporated organisation or association, trust, Governmental
Authority, state or agency of a state, or any association or partnership
(whether or not having separate legal personality) of two or more of the
Persons;
Securities shall mean Equity Shares, preference shares, any securities/instruments
convertible into Equity Shares and shall include, without limitation, warrants,
stock options granted or reserved, and convertible debentures, preference
shares and all such other securities of the Company;
Shares shall mean Equity Shares and/or Preference Shares of the Company;

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 Share Capital shall mean Equity Share Capital and/or Preference Share Capital of the
Company;
Shareholder shall mean a holder of one or more Equity Shares and/or Preference Share in
the Company;
Subsidiary/ies shall mean a ‘subsidiary’ (as defined in section 4 of the Act) of the Company;

1.1. Interpretation

In this Agreement unless the context otherwise requires:

(i) a reference to a company or other legal entity shall be construed so as to include any legal
entity or entities into which such company may be merged by means of a statutory merger or
into which it may be split up or demerged, by means of a statutory split-up or demerger;

(ii) a reference to a “person” includes a reference to any individual, firm, company, corporation,
partnership, association, body corporate, and any other entity (whether or not having
separate legal personality) and includes such person’s legal representatives, successors and
permitted assigns;

(iii) in each case whether through holding voting securities, by agreement or otherwise, and the
term “parent” of a company means a legal entity of which that company is a subsidiary;

(iv) a reference to an; “Affiliate” of any specified Person shall mean any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control” when used with respect to any
Person means the power to direct the management and policies of such Person directly or
indirectly, whether through the ownership of voting rights and/or securities, by contract, or
otherwise; and the terms “controlling” and “controlled” shall be construed accordingly. In
the case of a natural person, the term Affiliate shall include a relative as provided in Section
6 of the Act;

(v) the term “control” or “controlled” means, in relation to any person:

a. being entitled, directly or indirectly, to exercise more than fifty per cent. (50%) of
the votes capable of being cast in general meetings of that person; or

b. having the right, directly or indirectly, to appoint or replace the majority of the
managing directors, supervisory directors or any similar body, or otherwise control
the votes at meetings of such boards or similar body, whether through ownership of
voting rights, through agreement or otherwise;

(vi) a reference to using best endeavours includes exercising all relevant voting rights and other
legal powers of control;

(vii) a reference to a particular agreement or document is (unless the context otherwise requires)
a reference to the version of such agreement or document which is binding and enforceable
on the date hereof, as such agreement or document may be novated, assigned, amended or
supplemented from time to time;

(viii) a reference to the singular includes a reference to the plural and vice versa;

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 (ix) in calculations of share numbers, references to a “fully diluted basis” mean that the
calculation should be made assuming that all outstanding options, warrants and other
Securities convertible into or exercisable or exchangeable for Equity Shares (whether or not
by their terms then currently convertible, exercisable or exchangeable), have been so
converted, exercised or exchanged;

(x) a reference to the masculine includes a reference to the feminine and neuter and vice versa;
and

(xi) a reference to “includes” or “including” means “including without limitation”.

(xii) The recitals, appendix, annexures and Schedules form an integral part of this Agreement.

(xiii) When this Agreement refers to decisions requiring unanimity, that requirement shall be
satisfied only if all persons entitled to vote have cast their vote in favour of such decision.
When this Agreement refers to decisions requiring a certain proportion or percentage of
votes, that requirement shall be satisfied only if the number of votes exercised in favour of
the decision is at least equal to the relevant portion or percentage of the total number of
votes that could be exercised, if all persons entitled to vote were present or represented.

The headings in this Agreement are inserted for convenience and reference purposes only and do not affect
its interpretation.

English language words used in this Agreement intend to describe Indian legal concepts and the
consequences of the use of these words in English law or any other foreign law shall be disregarded. If there
is a discrepancy between an English language word and an Indian language word used to clarify it, then and
to the extent of the conflict only, the meaning of the Indian language word prevails.

Reference to statutory provisions shall be construed as meaning and including references also to any
amendment or re-enactment (whether before or after the Effective Date) for the time being in force and to all
statutory instruments or orders made pursuant to such statutory provisions.

2. SUBSCRIPTION, CAPITAL STRUCTURE OF THE COMPANY

2.1. The authorized capital of the Company is Rs. ______ (Rupees _____ only) divided into ______-
Equity Shares of Rs. 10 each & ______ Preference Shares of Rs. 10 each and paid-up capital of the
Company is Rs. ________- (Rupees _________________- only) divided into 30,928 Equity Shares
of Rs. 10 each & _____ Preference Shares of Rs. 10 each, as on effective date.

2.2. The Issued share capital of the Company on a fully diluted basis as on the Effective date are as set
out in Schedule 2 – Existing Capital Structure below.

2.3. Now pursuant to this Agreement, The Company hereby agrees to:

2.3.1. Amend its MOA-AOA, wherein it does not have powers to issue CCPS and Increase its
Authorised capital so as to accommodate the issue of CCPS to the New Investor, as and when
required, and

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 2.3.2. issue and allot Subscription Shares of the Company (on a Fully-Diluted Basis as on the Closing
Date), to the New Investor free from all Encumbrances, along with all rights attached to the
CCPS (as applicable), with effect from the Closing Date and New Investor relying upon the
Representations and Warranties, and subject to the fulfilment of the Conditions Precedent, to
the satisfaction of the New Investor, or the same being waived by the New Investor, at its sole
discretion, hereby agree to subscribe to, either by themselves or through their Affiliates (as the
case may be), the Subscription Shares from the Company, on the terms and conditions
contained in this Agreement.

2.4. Structure Of The Company

Purpose: The purpose of the Company shall be, directly or indirectly: (a) to operate the Business
as permitted under Memorandum of Association of the Company, (b) to engage in any other
lawful business permitted by Applicable Laws or the laws of any other jurisdiction in which the
Company may do business, and (c) to do all things necessary for or incidental to any of the
foregoing, in each case, as may be determined by the Board from time to time.

Charter Documents: The Shareholders agree that the Charter Documents and this Agreement
shall govern the relationship between the Shareholders. The Shareholders agree that in the event
that the Charter Documents of the Company conflict with this Agreement, this Agreement shall
prevail, and the Parties shall promptly amend the Charter Documents of the Company to
conform to the provisions of this Agreement, to the extent permitted by Applicable Law.

Limited Liability Company: The Company is incorporated under the laws of India. The risks of
each Shareholder associated with its investment in the Company, under any circumstances, shall
be limited to the amount of its respective contribution to the issued and paid-up capital of the
Company, and no Shareholder shall have any liability whatsoever, jointly or severally, for any
debts or liabilities of the Company. For the avoidance of doubt, the foregoing shall not limit the
liability of any Shareholder for failure to make required capital contributions in accordance with
the terms of this Agreement or for any breach of this Agreement.

Compliance with Agreement: Each Shareholder shall exercise all voting rights and other powers
of control available to it in relation to the Company so as to procure that at all times during the
term of this Agreement the provisions of this Agreement are duly and promptly observed and
given full force and effect according to spirit and intention and all actions required of the
Shareholders under this Agreement are carried out in a timely manner.

3. CONDITIONS PRECEDENT

3.1. Conditions Precedent to Execution

The Parties agree that this Agreement shall be effective upon fulfilment of each of the following
conditions (“Conditions Precedent”) as set out below, to the sole satisfaction of the New Investor
unless specifically waived, in whole or in part, in writing by the New Investor:

3.1.1. The Company having offered Subscription Shares as per Applicable Law to the New Investor
and the Board has passed all necessary resolutions and executed of all necessary documents to
give effect to offer and allotment such Subscription Shares in favour of New Investor;

3.1.2. Receipt of all the corporate, third party and regulatory consents and Government Approvals
that are necessary or advisable including those from any lender and creditors (if any), in
relation to the transaction contemplated herein;

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 3.1.3. Company and the Promoters shall have provided to the New Investor a valuation certificate
from a registered valuer determining the fair value of the Subscription Shares of the Company
determined at an arm’s length basis;

3.1.4. The Company duly updating its minutes of meetings of the Board and Shareholders and to
record the actions taken above in connection with the actions taken as mentioned in this Clause
3 in compliance with the Act;

3.1.5. The Company and the Promoters, shall give a written declaration stating that:

(i) no Material Adverse Effect have occurred or be continuing;

(ii) the Representation and Warranties being true and correct up to and as of the Effective
Date and receipt by the New Investor of a representation from the Company and the
Promoters confirming the said facts;

(iii) there are no threatened, to the best knowledge of the Company, instituted or pending
Action or proceeding by any Person before any court or Government Authority or
agency, against the Company, (i) seeking to impose or confirm limitations on the
ability of the respective New Investor, to exercise full rights of ownership of the
Subscription Shares, in accordance with the terms of this Agreement, or (ii) seeking to
require divestiture by the Lead Investor of any of such Securities or (iii) or seeking to
require divestiture by the Investor of any of such Securities or seeking to prohibit or
restrict the consummation of the transactions contemplated under this Agreement;

(iv) necessary approvals from all the corporate, Governmental Authorities, third party
including lender and creditors, in relation to the Subscription Shares has been taken by
the Company; and

(v) no breach has been committed of any of the provisions of this Agreement and the
Shareholders’ Agreement.

(vi) The system of accounting has been changed; revenues will be book on completion of
services, expenses will be book on accrual basis and expenses on development shall be
capitalized.

3.1.6. Copy of offer letter in Form PAS-4

3.2. Fulfilment of Conditions Precedent

3.2.1. The Company and the Promoters undertake, jointly and severally, to use best endeavours to
fulfil the Conditions Precedent as set out in Clause 3.1 above as soon as possible and no later
than the Long Stop Date.

3.2.2. On fulfilment of the Conditions Precedent, the Company and the Promoters shall deliver to the
New Investor an original, duly executed certificate, in the form set out in Schedule4 to this
Agreement (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set out in
Clause 3.1 above have been fully satisfied in all respects, together with certified copies of all
the requisite documents and instruments evidencing the fulfilment of the same.

3.2.3. The New Investor shall notify the Promoters and the Company in the event the New Investor
are dissatisfied with the same or it proposes to waive the fulfilment of any of the Conditions
Precedent. In the event the New Investor notify the Promoters/Company of its dissatisfaction
under this Clause, the Promoters and/or the Company shall fulfil the relevant conditions within

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 5 (Five) Business Days of receipt of such notice and shall provide to the New Investor, all
requisite documents evidencing fulfilment of those conditions.

3.2.4. In the event, the Company and/or the Promoters become aware of a fact or circumstance that
might prevent any of the Conditions Precedent from being satisfied, the Company and/ or the
Promoters shall immediately inform the New Investor in writing of the same.

3.2.5. The delivery of the CP Fulfilment Certificate shall take place in no event later than the Closing
Date and on reasonable satisfaction of the New Investor of fulfilment of the Conditions
Precedent as per Clause 3.2 above

4. CLOSING

4.1. Conduct before Closing Date

4.1.1. During the period between the Effective Date and the Closing Date, the Company and the
Promoters shall ensure that the Company shall not, without the prior written consent of the
New Investor:

(a) issue or permit to be subscribed any shares or any other Securities convertible or capable
of being converted into shares of the Company at a later date; or

(b) take any action through re-organization, consolidation, merger, sale of all or substantially
all of the Assets; or

(c) sell, transfer or in any other manner Encumber any of the Assets; nor incur, issue or
assume any form of Indebtedness or increase any of its obligations with respect to
Indebtedness; or

(d) make or declare any dividend or other distribution or effect any direct or indirect
redemption of any share capital dividend or do or allow to be done anything which

(e) renders its financial position less favourable than as on the Effective Date; or

(f) enter into any commitment or transaction or do anything which results in any material
breach of this Agreement or which may prejudice the transactions contemplated under
this Agreement; or

(g) initiate, compromise or settle any legal proceedings; or

(h) avail of any loans or other facilities from any bank, financial institutions or any other
Person; or

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 (i) grant, issue or redeem any mortgage, charge, debenture or other security or give any
guarantee or indemnity; or

(j) make any change in the terms and conditions of employment (including making or
announcing any proposal to make, any change or addition to any benefit to) of any of its
Key Employees of the Company or employ or terminate the employment of such Persons
or appoint or settle the terms of appointment of any Key Employee of the Company; or

(k) amend the accounting policies or tax policies or practices previously adopted or change
the Financial Year of the Company; or

(l) make any alteration or amendment to the constitutional documents of the Company; or

(m) make adjustments or modifications to the terms of transactions or entering into

transactions involving (a) the interest of any Director or Shareholder of the Company
and/or (b) the Promoters and/or the Affiliates of the Company; or

(n) take any decision which requires affirmative vote of the New Investor under the
Shareholders’ Agreement other than a decision required to be taken by the Company for
the purpose of fulfilment of the Conditions Precedent set out in Clause 3.1 of this
Agreement; or

(o) do or permit anything which would constitute a breach of any of the Representations and
Warranties or any covenant under this Agreement; or

(p) undertake any act or omission which is not in ordinary course of Business of the Company.

(q) do or permit anything which would constitute a breach of any of the foregoing covenants
or any of the Warranties were they to be repeated at any time up to Closing by reference
to the facts and circumstances then exist.

4.2. Closing

4.2.1. At Closing, the Parties shall do the following:

(a) The Company and the Promoters shall deliver to the New Investor, a certificate as of the Closing
Date to the effect that:

(i) the Representations and Warranties are true and correct in all material respects as on the
Closing Date;

(ii) there has been no default by the Company and the Promoters and no Material Adverse
Effect in relation to the Company has taken place since the date of the CP Fulfilment
Certificate until the Closing Date;

(iii) necessary approvals from all the corporate, Governmental Authorities, third party including
lender and creditors, in relation to the transaction contemplated under this Agreement has
been taken by the Company; and

(iv) no breach has been committed of any of the provisions of the Definitive Documents.

(b) The Company shall (and the Promoters shall procure that the Company shall) convene a meeting
of the Board where the following businesses will be transacted:

Page 13 of 31
 (i) approval of the issuance and allotment of the Subscription Shares by the Company in favour
of the New Investor in accordance with the terms of this Agreement;

(ii) issuance of share certificates in respect of the Subscription Shares and entering the name of
the respective New Investor as the registered holder of the Subscription Shares in the
Company’s register of members;

(iii) approval to file the necessary forms for the issue and allotment of the Subscription Shares
with the concerned Registrar of Companies, together with other necessary documents.

(c) The Company shall issue and allot the Subscription Shares to New Investor in the manner set out
in this Clause.

(d) The Company shall, within 60 (Sixty) days of the Allotment of the Subscription Shares by the
Company, deliver share certificates, either in the form of original duly stamped physical
certificates or in the prescribed dematerialised form, as applicable, in respect of the Subscription
Shares to the New Investor along with the duly certified and updated register of members of the
Company.

4.2.2. The Parties to this Agreement agree to take all measures which may be required so as to ensure
that all the events contemplated under this Clause are initiated and completed on the Closing
Date.

4.3. Consummation of transactions at the Closing

4.3.1. All transactions contemplated by this Agreement to be consummated at Closing, shall be

deemed to occur simultaneously and no such transaction shall be consummated unless all such
transactions are consummated on the Closing Date.

4.3.2. If any of the provisions in Clause 4.2.1, as the case maybe, of this Agreement are not
complied with, unless otherwise agreed by the New Investor in writing, the Company shall
and the Promoters shall procure that the Company shall, immediately repay the Investment
Amount, to the New Investor and thereafter this Agreement shall terminate and cease to have
effect but without prejudice to any rights and liabilities accrued or incurred before the date of
such termination.

4.4. Conditions Subsequent to Closing

4.4.1. The Company shall, and the Promoters shall ensure that the Company shall within 15 (fifteen)
days from the date of the allotment of shares, file Form PAS – 3 with the relevant Registrar of
Companies with respect to the allotment of the Subscription Shares, in accordance with Rule
12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

5. CONFIDENTIALITY

5.1. Each Party agrees and undertakes that it shall not reveal and shall use its reasonable efforts to
ensure that its directors, officers, managers, employees (including those on secondment), Affiliates,
legal, financial and professional advisors and bankers (collectively, “Representatives”) to whom
Confidential Information is made available do not reveal, to any third party any Confidential
Information without the prior written consent of the concerned Party. The term “Confidential
Information” as used in this Agreement means (i) any information concerning the organisation,
business, intellectual property, technology, trade secrets, know-how, finance, transactions or affairs
of the Company or any other Party to this Agreement or any of their respective Representatives
(whether conveyed in written, oral or in any other form and whether such information is furnished
before, on or after the Effective Date); (ii) any information whatsoever concerning or relating to (1)
any dispute or claim arising out of or in connection with this Agreement; or (2) the resolution of
Page 14 of 31
such

Page 15 of 31
 claim or dispute; (iii) any information or materials prepared by or for a Party or its Representatives
that contain or otherwise reflect, or are generated from, Confidential Information; and (iv) this
Agreement and the subject matter hereof.

5.2. The obligations contained in Clause 5.1 shall not apply to any Confidential Information which:

5.2.1. disclosure of Confidential Information that is or comes into the public domain or becomes
generally available to the public other than through the act or omission of or as a result of
disclosure by or at the direction of a Party or any of its Representatives in breach of this
Agreement;

5.2.2. disclosure to the extent required under the rules of any stock exchange or by applicable laws
or governmental regulations or judicial process or generally accepted accounting principles
applicable to any Party;

5.2.3. Confidential Information acquired independently by a Party from a third party source not
obligated to the Party disclosing Confidential Information to keep such information
confidential;

5.2.4. Confidential Information already known or already in the lawful possession of the Party
receiving Confidential Information as of the date of its disclosure by the Person disclosing
such Confidential Information;

5.2.5. disclosure in connection with the performance of obligations or the exercise of rights
(including remedies) under this Agreement;

5.2.6. subject to Applicable Law, disclosure by the Parties in compliance with customary reporting
obligations of its Affiliates investment funds for preparation of tax returns and other
regulatory filings and with their obligations to inform their New Investor, provided that
recipients provide reasonable assurance that any Confidential Information shall be kept
confidential, with customary exceptions; and

5.2.7. disclosure by the New Investor and its Affiliates in the course of any negotiations with any
Person with a view to transferring any securities to such Person, information in respect of the
Company in so far as and to the extent necessary on a need to know basis that is necessary to
permit such Person to evaluate the business, provided that such Person has executed a
confidentiality agreement in such form as may be required by the Board.

6. PUBLIC ANNOUNCEMENTS

No Party to this Agreement shall make any disclosure or announcements about the subject matter of
this Agreement to any Person without the prior written consent of the other Parties. If any of the
Parties is obliged to make or issue any announcement or press release as required by Applicable
Law, it shall give the other Parties a reasonable opportunity to comment on any announcement or
release before it is made or issued (provided that this shall not have the effect of preventing the
Company from making the announcement or release or from complying with its legal, governmental
and/or regulatory obligations. The Company shall not use an Investor’s name in any manner, context
or format (including reference on or links to websites, press releases, etc.) without the prior approval
of such Investors.

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7. RIGHT OF FIRST REFUSAL (ROFR)

The investor shall have ROFR on any proposed transfer of shares by the promoters and Shareholders
including CCPS. The investor will offer ROFR to the existing investors and promoters in case of an
exit, except in the case of investor’s relative or associate entities.

The investor shall have customary pre-emption rights in relation to any issuance of securities by the
Company.

8. TERM OF TERMINATION

8.1. without prejudice to any other rights that the New Investor have under this agreement,

(a) on occurrence of a Material Adverse Effect; or

(b) on material breach of any of the covenants of this Agreement and/ or the
Representations and Warranties as stated herein; or

(c) any liquidation, dissolution or Winding Up of the Company, either voluntary or

involuntary;

the New Investor shall have the right, but not the obligation, to terminate this Agreement (to the
extent of their rights and obligations) with immediate effect (without prejudice to any rights and
obligations accrued or incurred prior to such termination and subject to the survival of certain
clauses of this Agreement as set out herein).

8.2. this agreement shall continue in full force and effect indefinitely and shall terminate:

(A) at any time by the written agreement of all the Parties, or

(B) automatically upon the completion of the IPO

In the event any Party and its respective Affiliates cease to hold any Shares in accordance with this
Agreement, this Agreement shall terminate in respect of such Party, and such Party shall have no
rights, liabilities or obligations under this Agreement

8.3. CONSEQUENCES OF TERMINATION

8.3.1. On the termination of this agreement in accordance with clause 8.1 and 8.2 above, all rights
and obligations of the parties shall terminate forthwith, save for the rights and obligations of
the parties under this clause 10 (representation and warranties of the promoters and the
company), clause 11 (indemnity), clause 9 (termination), clause 5 (confidentiality) and clause
14 (miscellaneous) of this agreement and all such provisions of this agreement that expressly
or by their nature survive termination.

8.3.2. However, the sub clause 8.3.1 shall not be applicable in case of termination occurred in
accordance with the provision of sub clause 8.2(A) above

8.3.3. It is hereby clarified that rights and remedies available to the New Investor upon termination of
this Agreement will be without prejudice to, and mutually exclusive to, the rights and remedies

Page 17 of 31
 the New Investor may have under other Definitive Documents including the Principal
Shareholders’ Agreement.

8.3.4. Notwithstanding any other provision in this Agreement to the contrary, the termination of this
Agreement will not limit or extinguish the liabilities of the Parties under this Agreement or
Applicable Law that have accrued prior to the date of termination, including the liability of any
Party for any breach of any of its representations, warranties, covenants or agreements set forth
in this Agreement.

9. DEFAULT PROVISIONS

9.1. For the purpose of this Agreement, an event of default shall have occurred by any Party on the
happening of any one or more of the following events (“Event of Default”):

(a) breach of any material representation, warranty, covenant or term of this Agreement by a
Defaulting Party (or its Affiliate); or

(b) breach of any material representation, warranty, covenant or term of the Related Agreement
by a Defaulting Party (or its Affiliate); or

(c) any Party becoming the subject of an Insolvency Event.

9.2. Upon the occurrence of an Event of Default, the Party (“Non-Defaulting Party”) other than the
Party which has committed the default (“Defaulting Party”) may require the Defaulting Party to
cure the Event of Default by a written notice (the “Default Notice”), within 30 (Thirty) days of
the Default Notice (the “Cure Period”).

9.3. If Event of Default remains uncured upon the expiry of the Cure Period, all obligations of the
Non Defaulting Party and all restrictions imposed on the Non Defaulting Party under the Related
Agreements shall automatically lapse without requirement of any further act, deed or thing and all
restrictions on the Defaulting Party and all rights available to the Non Defaulting Party against
the Defaulting Party shall continue in full force and effect in accordance with the provisions of
this Agreement.

9.4. The Non-Defaulting Party’s rights upon the occurrence of the Event of Default : If the Event of
Default remains uncured upon the expiry of the Cure Period, in addition to its rights under 8.3,
the Non-Defaulting Party may, at its sole discretion and option, require the Defaulting Party to
provide a compulsory Exit to Non Defaulting Party by providing not less than Liquidation
Preference Amount within 60 days of expiry of Cure Period.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents, severally and not jointly, to the other Parties hereto that:

10.1. Such Party has the full power and authority to enter into, execute and deliver this Agreement and to
perform the transactions contemplated hereby and, if such Party is not a natural Person, such Party is
duly incorporated or organized with limited liability and existing under the laws of the jurisdiction of
its incorporation or organisation;

10.2. The execution and delivery by such Party of this Agreement and the performance by such Party of
the transactions contemplated hereby have been duly authorised by all necessary corporate or other
action of such Party;

Page 18 of 31
 10.3. Assuming the due authorisation, execution and delivery hereof by the other Parties, this Agreement
constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, re-organisation, moratorium or similar laws affecting creditors’ rights generally; and

10.4. The execution, delivery and performance of this Agreement by such Party and the consummation of
the transactions contemplated hereby will not:

A. violate any provision of the organisational or governance documents of such Party,

B. require such Party to obtain any Consent, of any Governmental Authority in such Party’s
country of organisation or any other Person pursuant to any instrument, contract or other
agreement to which such Party is a party or by which such Party is bound, other than any
such consent, approval, action or filing that has already been duly obtained or made,

C. conflict with or result in any material breach or violation of any of the terms and conditions
of, or constitute (or with notice or lapse of time or both constitute) a default under, any
instrument, contract or other agreement to which such Party is a party or by which such Party
is bound,

D. violate any order, judgment or decree against, or binding upon, such Party or upon its
respective securities, properties or businesses, or

E. violate any Applicable Law or law or regulation of such Party’s country of organisation or
any other country in which it maintains its principal office.

11. INDEMNITY

11.1. The Company (Indemnifying Party) agrees to indemnify, defend and hold harmless the New
Investor and his lawful successors and assignees (Indemnified Parties) from and against any and
all actual losses incurred or suffered by them which arise out of; results from, or may be payable
by virtue of any misrepresentation or breach of any representation, warranty, covenant or
agreement made or obligations required to be performed by the Promoters pursuant to this
Agreement.

11.2. The Promoters (Indemnifying Party) agree to indemnify, defend and hold harmless the New
Investor and his lawful successors and assignees (Indemnified Parties) from and against any and
all actual losses incurred or suffered by the New Investor which arise out of results from, or may
be payable by virtue of any fraud or willful misconduct committed by one or more Promoters, the
liability for which rests solely with the Promoter or Promoters who have committed the said fraud
or willful misconduct.

12. EXIT

12.1. The Parties hereby agree that the New Investor have full rights to transfer their CCPS securities
to any other person / body corporate as they may find suitable and the Company shall follow the
required legal procedures to give effect to such transfers, subjects to prior approval of the Board
of Directors of the Company.

Provided that, the New Investor can sell their shares in lots only, where the size of lot shall be a
minimum of 10 shares. For example: where the New Investor owns 50 shares, he can transfer the
shares in 5 lots of 10 each and where the New Investor owns 25 shares, he can transfer the shares
in 2 lot of 10 shares or keep 5 shares with him and sell 20 shares to another buyer.

Page 19 of 31
 The New Investors shall at no time be permitted to Transfer in whole or in part the Securities held
by them to a Competitor of the Company.

12.2. The incoming shareholder who has obtained the shares as described in above Clause 12.1 shall
thereafter be a party to this agreement, covered under the definition of “New Investor” and all the
related terms of this Agreement shall be applicable to him. It shall be the duty of the exiting New
Investor to make the incoming New Investor aware of the Terms of this Agreement.

12.3. Any transferee under this Clause 12 shall execute a Deed of Adherence. Where a Person to whom
Securities are transferred pursuant to this Agreement has executed a Deed of Adherence as
required under this Agreement, he shall become a party to this Agreement and be entitled to the
rights and benefit of the continuing provisions hereof, and shall assume the obligations contained
in this Agreement applicable to the transferor of Securities.

13. NON-COMPETE

13.1. Promoters hereby undertakes that as long as they hold any Equity Shares / securities/ or Equity
linked securities in the Company, they shall not participate in any other business, including by
becoming a director, partner, Investor or lender of any Competing Business for a period of 5
years from execution of this agreement. They can however own equity in any non-competing
business so long as the equity holding is less than 26.1% individually. In case of holding crossing
this limit of 26.1%, intimation to all the shareholders including the New Investor necessary. This
investment limit is not applicable to any investment made by the promoters in their individual
capacity on or before the date of execution of the Principal Shareholder Agreement.

14. MISCELLANEOUS

14.1. COSTS

Except as otherwise expressly provided in this Agreement, each Party shall pay its own costs and
expenses of and incidental to the negotiation, preparation, execution and implementation by it of this
Agreement and of all other documents referred to in it.

14.2. ENTIREAGREEMENT; VARIATION

This Agreement including its annexes, the Related Agreements including their annexes and each
document referred to in these agreements constitute the entire agreement and supersede any previous
agreements between the parties relating to the subject matter of this Agreement. A variation to this
Agreement is valid only if it is in writing and signed by each of the Parties hereto.

14.3. ASSIGNMENT

This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of the
respective successors of the Parties hereto.

14.4. INVALIDITY

The invalidity or unenforceability of any part of this Agreement shall not affect the validity or
enforceability of the remainder to the extent that that part does not constitute the essence of this
Agreement. Parties shall forthwith negotiate in good faith to agree upon a new provision, which shall
reflect their original intent as much as possible.

Page 20 of 31
14.5. NOTICES

Any notice or other communication that may be given by one Party to the other shall always be in
writing and shall be served either by (i) hand delivery duly acknowledged; or (ii) sent by registered
post with acknowledgment due; or (iii) by email at the respective addresses set out herein below or
at such other address as may be subsequently communicated by one party to the other in writing as
set out herein.

Company Name: ___________

Company Address: _______
Company Tel: ________
Company Email: __________-

Promoters as mentioned in Schedule -II

Existing Investor as mentioned in Schedule – III

All notices shall be deemed to have been validly given on (i) the Business Day immediately after the
date of transmission with confirmed answer back, if transmitted by email, or (ii) the business date of
receipt, if sent by courier or hand delivery; or (iii) the expiry of seven days after posting, if sent by
registered post.

Any Party may, from time to time, change its address or representative for receipt of notices
provided for in this Agreement by giving to the other Party not less than 10 (Ten) days prior written
notice.

14.6. EXERCISE OF VOTING RIGHTS

The Shareholders shall at all time use their voting rights in the Company and take all other lawful
steps that are within their power to procure that full effect is given to the terms of this Agreement.

14.7. FURTHER ASSURANCE

The Parties shall, with reasonable diligence, do all such things, take all such actions and provide all
such reasonable assurances as may be required to consummate the transaction contemplated by this
Agreement, and each Party shall provide such further documents or instruments required by any
other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions.

14.8. NO PARTNERSHIP

Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or constitute
either Party the agent of the other for any purpose.

14.9. NO PRESS RELEASE WITHOUT CONSENT:

No press release related to this Agreement or the transaction contemplated herein, or other
announcement will be issued by any of the Parties without the prior written approval of the other
Party(ies).

14.10. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument. Any counterpart or other signature delivered
by facsimile shall be deemed for all purposes as being good and valid execution and delivery of this
Agreement by that Party.

Page 21 of 31
14.11. RESERVATION OF RIGHTS

No forbearance, indulgence or relaxation or inaction by any Party at any time to require performance
of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of
such Party to require performance of that provision. Any waiver or acquiescence by any Party of any
breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence
of any right under or arising out of this Agreement, or of the subsequent breach, or acquiescence to
or recognition of rights other than as expressly stipulated in this Agreement.

14.12. SEVERABILITY

If any provision of this Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement and the application of such
provision to persons or circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by applicable Law. Any invalid or unenforceable provision of this
Agreement shall be replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.

14.13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India.

14.14. ARBITRATION

This Agreement and its performance shall be governed by and construed in all respects in
accordance with the Laws of the Republic of India. Any action, dispute or difference arising under or
relating to this Agreement (“Dispute”) shall at the first instance be resolved through good faith
negotiations between the Parties hereto, which negotiations shall begin promptly, within fifteen (15)
days after a Party has delivered to the other Party a written request for such consultation. If the
Parties are unable to resolve the Dispute in question within fifteen (15) days of the commencement
of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration by
a sole arbitrator jointly appointed by the parties to the dispute, in accordance with the Indian
Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Mumbai, India and all
proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted
in English.

The arbitration shall be conducted by a single arbitrator.

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 SCHEDULE II

DETAILS OF THE PROMOTERS

Name PAN No. Email Id Address

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 SCHEDULE III

DETAILS OF EXISTING INVESTOR

Name PAN No. Email Id Address

Page 24 of 31
 SCHEDULE IV

Existing Capital Structure

Authorized Share Capital Rs. ________-/-

(_______ equity shares of Rs.10/- each & _____- Preference shares of Rs. 10/- each)
Issued, Subscribed and Paid-up Capital Rs. ________/-
(_____- equity shares of Rs. 10/- each & ______ Preference shares of Rs. 10/-
each)

Page 25 of 31
 SCHEDULE V

A. Shareholding Pattern of Promoters on fully diluted basis (Equity Shares)

Name of Shareholder No. of %age

Shares

Total

B. Shareholding Pattern of Existing Investor on fully diluted basis (Equity Shares)

Name of Shareholder No. of Shares %age

Total

C. Shareholding Pattern of Existing Investor on fully diluted basis (Preference Shares: CCPS)

Name of Shareholder No. of Shares %age

Total

Note: 10% of the Equity has been reserved for ESOP.

Page 26 of 31
 SCHEDULE VI

FORM OF CP FULFILMENT CERTIFICATE

To,
NEW INVESTOR
[•]

Attn: Mr. [●]

[Date]

Dear Sirs,

Re: CP Fulfilment Certificate under the Share Subscription Agreement dated [ ].

1. We refer to the Share Subscription Agreement dated [ ] (“SSA”) entered into, inter alia, between [
][](“Company”), [ ], (“Promoters”) [ ], and (“New Investor”).

2. All capitalised terms used but not defined herein shall have the respective meanings assigned to them
under the SSSHA.

3. We hereby certify to the New Investor that the following Conditions Precedent (which are applicable
to the Promoters and the Company) as provided under Clause 4.1 of the SSA have been satisfied and
the necessary documentary evidence in support thereof have been attached to this letter as indicated
below:

Sr. No Conditions Precedent Documentary Evidence

4. We hereby confirm that this letter may be treated as the CP Fulfilment Certificate for the purpose of
Clause 4.2.2 of the SSA.

Sincerely,
For and on behalf of ___________________ PRIVATE LIMITED

Authorised Signatory

Page 27 of 31
 SCHEDULE VII

TERMS OF COMPULSORY CONVERTIBLE PREFERENCE SHARES (CCPS)

The terms and conditions attached to the CCPS are as follows:

1. Accruing Dividends.

1.1 The CCPS shall carry a cumulative dividend of 0.01% (zero-point zero one percent) per annum
(“Preferential Dividend”). The Preferential Dividend is cumulative and shall accrue from year to year
whether or not paid, and accrued dividends shall be paid in full (together with dividends accrued from
prior years) prior and in preference to any dividend or distribution payable upon shares of any other
class or series in the same fiscal year. If dividend is declared on Equity Shares in a particular financial
year, CCPS shall be entitled to dividend at same rate as that of Equity dividend or 0.01%, whichever is
higher, on Standard Conversion Ratio basis.

2. Conversion

2.1 The CCPS held by New Investor shall be converted into Equity Shares, in the following manner:

Condition Conversion Criteria

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 2.2 The Series Pre-Seed CCPS shall be converted into Equity Shares at the Conversion Price determined
as determined in accordance with clause 2.1 of this Schedule, in effect at the time of conversion (“Pre-
seed Conversion Price”). The Pre-seed Conversion Price of the Series Pre-Seed CCPS shall be as
adjusted to account for any securities issued or proposed to be issued under any Employee benefits
scheme, share splits, share dividends, recapitalizations, weighted average anti-dilution rights, or like
events affecting all shareholders of that Class.

2.3 The number of Equity Shares issuable pursuant to the conversion of any Series Pre-Seed CCPS shall
be that number obtained by dividing the total amount paid by the Investors to acquire the Series Pre-
Seed CCPS by the applicable Pre-seed Conversion Price (as defined above and subject to adjustment
set forth therein) at the time in effect for such Series Pre - Seed CCPS. No fractional shares shall be
issued upon conversion of the Series 1 Preference Shares, and the number of Equity Shares to be
issued shall be rounded to the nearest whole number.

3. Conversion Procedure

Each holder of a Series Pre – Seed CCPS who elects to convert the same into Equity Shares shall
surrender the relevant share certificate or certificates therefore at the registered office of the Company,
and shall, at the time of such surrender, give written notice to the Company that such holder has
elected to convert the same and shall state in such notice the number of Series Pre - Seed CCPS being
converted (disregarding fractional shares), which shall be converted within 10 (ten) days after receipt
of such notice and the accompanying share certificates by the Company. Subject to the requirements
of Law, such conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the certificate or certificates representing the Series Pre -
Seed CCPS, and the person entitled to receive the Equity Shares issuable upon such conversion shall
be treated for all purposes as the record holder of such Equity Shares on such date.

4. Anti-dilution

In the event that the Company issues additional securities at a purchase price less than the current
CCPS conversion price, such conversion price shall be adjusted in accordance with the following
formula (broad based weighted average basis):

CP2 = CP1 * (A+B) / (A+C)

CP2 = CCPS Conversion Price in effect immediately after new issue

CP1 = CCPS Conversion Price in effect immediately prior to new issue
A = Number of Ordinary Shares deemed to be in issue prior to the new issue (includes all Ordinary
Shares, all CCPS on an as-converted basis, and all outstanding options on an as-exercised basis; and
does not include any convertible securities converting into this round of financing)
B = Aggregate consideration received by the Company with respect to the new issue divided by CP1
C = Number of shares issued in the subject transaction

The following issuances shall not trigger anti-dilution adjustment:

(i) the issue of securities as a dividend or distribution on the CCPS;

(ii) securities issued upon the conversion of any debenture, warrant, option, or other convertible
security;
(iii) shares issuable upon a share split, dividend, or any subdivision of shares in the Company;
(iv) Ordinary Shares (or options to purchase Ordinary Shares) issued or issuable to employees or
directors of, or consultants to, the Company pursuant to the ESOP or any other plan approved
by the Company’s Board of Directors;
(v) Ordinary Shares issued pursuant to the conversion of any of the CCPS;
(vi) shares issued for Nil consideration under any pro rata bonus issue, consolidation or subdivision

Page 29 of 31
 of any shares or any reduction or cancellation of share capital (or any similar reorganisation of
the capital of the Company) which affects all shareholders equally; or
(vii) shares issued as consideration pursuant to any acquisition undertaken by the Company,
provided such transaction is approved by the New Investor.

5. Voting Rights

a. Subject to Applicable Law, the CCPS shall entitle the holders thereof to such number of
votes on each action as shall equal the number of Equity Shares into which each CCPS is
convertible as per Standard Conversion Ratio.

b. Except as provided by Applicable Law and as provided in this Agreement, the holders of the
CCPS shall vote together with all other classes and series of share capital of the Company as
a single class on all actions to be taken by the other Shareholders (if any) of the Company.
In the event that:

(i) the Company is converted from a private company to a public company; or

(ii) the voting rights of the holders of the CCPS on a Fully Diluted Basis become
unenforceable under Applicable Law or before the conversion of the CCPS into Equity
Shares, whichever happens earlier;

the Promoters shall vote in accordance with the instructions of the holders of CCPS at a
general meeting of the Company or provide proxies without instructions to the holders of
CCPS for the purposes of general meetings of the Company, equal to the percentage of
Equity Shares that the holders of CCPS would hold if they were to elect to convert the
Preference Shares into Equity Shares in accordance with the Standard Conversion Ratio.

c. During the occurrence of the events mentioned in Clause b above, the Promoters and the
Company shall extend necessary cooperation (including exercising of voting rights) to
ensure that the provisions agreed in the Transaction Documents are given effect to/
complied with.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date and year
first hereinabove written.

This is the signature page of the Share Subscription Agreement, signed and executed by and between the
Company and the new Investors, dated ___ September 2022.

Signed for and on behalf of ______________________ PRIVATE LIMITED

_________________
Designation – Director & CEO
DIN _________-

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This is the signature page of the Share Subscription Agreement, signed and executed by and between the
Company and the new Investors, dated ___ September 2022.

In case of individual investor

Signed and delivered by Name of Investor

In case of Non –individual Investor

Signed and delivered by and on behalf of Name of Investor Company

Name:

Designation:

END OF DOCUMENT

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