Confidential

Tasty FoodsServices Pvt. Ltd

Private Placement of Series A Convertible Preferred Stock

Company: Tasty FoodsServices Pvt. Ltd (the “Company”).

Founders: Mr A and Mr B (“Founders”)

Investors: Whimzi Capital India, LLC or its affiliates (WCI”, or the “Investor”).

Investment format: Series A Compulsorily Convertible Preferred Stock.

Amount: Total investment of Indian Rupees Twenty Crores made in two

tranches as below

i) First tranche of Rs. 100,000,000 at a pre-money valuation

of Rs. 300,000,000 at closing (“First Closing”)

ii) Second tranche of Rs. 100,000,000 at a pre-money

valuation of Rs. 300,000,000 no later than 12 months from
the date of closing of this round (“Second Closing”)

The second tranche is automatic at the end of this period provided

the following criteria is met:

a) One Restaurant in Mumbai Achieves a sale of Rs. 10 lacs

per month, and breaks even operationally.

Investors, at their sole election, can invest the Second tranche

anytime before the 12 month period from First Closing. After
Second Closing, Investors will have a total of 40% in the company
on a fully diluted basis

Pre-Money Valuation: Indian Rs. 300,000,000 (Indian Rupees Three hundred Million
only)

ESOP Pool: ESOP pool of 10,200 shares included in the pre-money valuation;
ESOP for employees shall vest uniformly over a 4 year period from
the date of grant

Shareholding Table : See Exhibit 1

Managment Top management employees (defined as the Top 5 by compensation

contracts: and ESOP) will enter into employment contracts that are agreeable
to Investors which address the following:
a) Vesting schedules for founders
b) Compensation for founders commensurate to role and
responsibility

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Board of Directors: Investors will have the option to nominate upto 2 Investor directors
on the board of the company. The second director will be nominated
only after Second Closing.

Minority Protection WCI will have standard approval rights over the following major
Rights: corporate decisions:

 Altering Rights of any class of investors if such alteration

would lead to grant of superior rights and any issuance of
fresh equity
 M&A, IPO and sale/merger of the Company
 Any decision to hire/fire the top management employees
Changing the size of the employee option pool and employee
option grants
 Annual Budget and any related party transaction
 Getting into new business and Creating / Winding up any
subsidiary of the Company
 Changing the number/structure of the board
 Transfer of stock by Founders
 Declaring Dividends and redeeming / buying back shares
 Raising any debt of more than $1 million
 Any future rounds of fund raise

Investors shall get rights similar to that of existing investors in the

Rights of other
company, if existing investors have any better rights than WCI
investors:

Liquidation In the event of the liquidation of the Company, the holders of the
Preference: Series A Convertible Preferred Stock will have liquidation rights
senior to all other outstanding securities of the Company. The
Investors will be entitled to receive, in preference to holders of
Ordinary Shares, an amount in US$ equal to 100% of the purchase
price paid per share in US$ plus any accrued or declared but unpaid
dividends.

Investors shall have pro rata rights to maintain their percentage

Pre-emptive Rights:
ownership with respect to any offering of equity by the Company.
Investors will have first right of refusal on any sale or transfer of stock
First Right of Refusal:
held by promoters and on any new issue of shares and this right can
be exercised within 15 days of notice.
Anti-Dilution The Investors will have broad based weighted average anti-dilution
Protection: protection against all subsequent investments in the company.

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Redemption: The company will provide exit to the investors via a listing on the
public market or through a trade sale in a period of five years from
the date of Second Closing. If the company has not achieved a
listing or a trade sale before 5 years, then at the end of five years
from the date of closing and at the election of Investors, the
Company shall redeem the investors outstanding Series A Preferred
shares.

Co-Sale: The Investors will have proportionate rights of co-sale.

Voting Rights: The Investors shall have the right to vote pro-rata to their
shareholding on an “as if converted basis”.

Information Rights:
Representations &
Warranties:
Closing Conditions:
Investors will have standard information rights relating to receipt of
audited and un-audited financial statements.
The Company will make reasonable representations and warranties
customary in transactions of this type.
Closing of the purchase transaction will be subject to (i) satisfactory
completion of business & legal diligence, (ii) satisfactory completion
of legal documentation, (iii) reference checks, and (iv) no material
adverse change and governing law. If the purchase transaction is not
completed within 6 weeks from the date of signing of this term sheet
by the parties, then it shall automatically lapse and no party shall
have any rights or obligations enforceable against each other.

Confidentiality: All the parties agree to keep all negotiations with the Investor on a
confidential basis, including this term sheet.

Auditors: Company will retain a reputed auditor to the satisfaction of WCI

within a period of 12 months of closing

Fees: The Company agrees to reimburse expenses up to a maximum of

Rs. 5 lacs incurred by WCI for closing of this investment.

Exclusivity: The Company agrees to negotiate the above contemplated purchase

transaction with WCI on an exclusive basis for a period of 1 month
from the date of this term sheet.

OTHER THAN THE OBLIGATIONS “EXCLUSIVITY” AND “CONFIDENTIALITY”, THIS TERM SHEET DOES NOT CONSTITUTE OR EVIDENCE A
BINDING OFFER OR AGREEMENT A BINDING AGREEMENT WITH RESPECT TO THE PROPOSED TRANSACTION WILL ARISE ONLY AFTER THE
INVESTORS HAVE COMPLETED THEIR DUE DILIGENCE TO SATISFACTION AND MUTUALLY SATISFACTORY DEFINITIVE AGREEMENTS HAVE BEEN
NEGOTIATED AND EXECUTED.

AGREED BY

WhimzyCapital India Advisors Pvt Ltd

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Name Sam Walton

Title: Managing Director
Date:

AGREED BY

Tasty FoodsServices Pvt. Ltd.

Name Mr A
Title: Founder & CEO
Date:

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