LIST OF ALLOTTEE( Table A Name of the Company CLASS 214 TECHNOLOGIES PRIVATE LIMITED Date of allotment 18" January, 2020 Type of securities allotted Series A Compulsorily Convertible Preference Shares (Series A CCPS) Nominal Amount per security (in RS.) | Series A CCPS:Rs. 1,000 Premium/ (Discount) amount per security (in RS.) | Series A CCPS: Rs. 1.40415, Total number of allottees 06 Brief particulars in respect of terms and Series A CCPS shall have such terms and condition, voting rights ete. conditions as annexed later in this document CONSID) DN ble-B S. | Name & Address | Nationalit | Number Total amount | Total amount | No. | occupation of y of Series A paid (including tobe | of Allottee Allottee of the CCPs | premium) (in Rs.) | paid on calls | Allottee allotted (Round OF) includin; outstanding | (in Rs) 3 4 5 6 7 Name: | Sth Floor, Mauritius 497 7.02.83.379.257- NIL SURGE | Ebene VENTURES | Esplanade. 24 Cybercity Occupation: | Ebene. _|__Business__|_ Mauritius Name: SCT 3" Floor.) Mauritius 324 458,18, 5417- Nil INVESTMEN | Ebene TSVI | Esplanade. 24 Cybercity Occupation: | Ebene. Business| Mauritius fester ea) a3 Name: | 902 Piramal Indian 06 Nit REDWOOD Towers, TRUST Peninsula Corporate Occupation: | Park. Business | Ganpatrao Kadam Marg Lower Parel Mumbai 400013, Maharashtra, India 5 Name: | 8F Oak Japan 15 Nil AKATSUKI | Meguro, 2-13- INC 30 Kamiosaki. Shinagawa-ku. Occupation: | Tokyo. Japan Business 141-0021 5. | Name: ON IPS Court, Mauritius | 1,303 Ni MAURITIUS | Bank Street, Twenty Bight, Occupation: | Cyber City Business | Ebéne 72201, Republic of Mauritius 6 Name: | D-1205, St Indian NIL ANKIT | JOHN’ NAGORI | WOOD, ‘Occupation: Professional €-1070 Basement Sushant Lok 1, Gurgaon Taverekere Main Road, Bangalore 360029 Total eae eer aon CIN -U729 WT vlreatenTABLE C (LIST OF ALLOTTEES, APPLICABLE IN CASE OF ALLOTMENT OF SECURITIES FOR CONSIDERATION OTHERWISE THAN IN CASH Sk] Name of Address of Allottees | Nationality | No.of | W If partly paid No, | Allottees of the Equity Securities up amount Allottees Shares allotted are | outstan allotted | fully or (in Rs.) | | partly paid | | Up Not Applicable TABLE D (LIST OF ALLOTTEES, APPLICABLE IN CASE OF ALLOTMENT OF BONUS SHARES) S.No. | Name & Occupation of Address of Nationality of Number of Shares Allottee Allottee Allotee allotted Not Applicable For, CLASS 214 TECHNOLOGIES PRIVATE LIMITED For Class 21A Technologies Pvt. Ltd CW MbALL NOt TANUSHREE NAGORL (Wirector) DIN: 07031452 Address: H. No. 106 B, Sanskriti Apartn Sector -43, Gurgaon, 1 at, 002, Haryana, India Date: 18/01/2020 Place: Gurgaon, Haryana CEeaaes Gk nae} Ee ee Seer: OEE Macon) aural te Limi enero are ety)ANNEXURE A TERMS AND CONDITIONS OF SERIES 4 CCPS The Series A CCPS shall be governed by the terms and conditions as set forth below (i) Each Series A CCPS shall have a face value of INR 1,000/- (Rupees One Thousand only), (ii) Each Series A CCPS shall be entitled to a preferential (but pari passu with Seed CCPS and Pre-Series A CCPS) non-cumulative dividend equal to zero point zero zero bone percent (0.001%) per annum of the face value of such Series A CCPS (“Series A Preferential Dividend”) and would also be entitled to participate on a puri passu basis in any cash or non-cash dividends paid to the holders of Shares of any other class or series on a pro rata as-converted basis to the fullest extent permissible under Applicable Law. provided that no dividends shall be paid on any other class of Shares during any financial year of the Company (other than Seed CCPS or Pre-Series A CCPS) until the Series A Preferential Dividend shall have been paid or declared and set apart during that financial year and any prior year in which dividends were declared and accumulated but remain unpaid ( Each Series A CCPS shall automatically be converted into one (1) fully paid-up Equity Share subject to Series A Anti-Dilution Adjustments (“Series A CCPS Conversion Ratio 1 the first of the following ("Series A Conversion Event) (a) the latest time permitted under Applicable Law in connection with the consummation of a Qualified IPO: (b) the written request of the holder of such Series A CCPS: or (©) one (1) day prior to the twentieth (20") anniversary from the date of issuance of the Series A CCPS. (iv) Where a holder of the Series A CCPS elects to convert its one (1) or more Series A CCPS under Clause 2.2.2(iiXb) above, the following shall apply (a) Eacl 9 Sy Oeus ior nan tetn) ushant Lok 1, Gurgaon meets EReps Caveat] 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 A CCPS being converted (b) Within five (5) days after receipt of such notice and the accompanying share certificates, the Company shail issue and deliver to the holder of the converted Series A CCPS. a share certificate or certificates for the ager umber of Equity Shares issuable upon such conversion (©) Where such aggregate number of Equity Shares includes any fractional share, such fractional share shall be rounded off to the nearest whole number. 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 A 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 (¥) Notwithstanding anything contained in Clause 2.2.2(iii) above. if Series A Anti- Dilution Adjustments are needed, the Series A CCPS Conversion Ratio shall be adjusted in a manner such that the number of Equity Shares issuable pursuant to the conversion of each Series A CCPS shail be such number obtained by dividing the Series A Subscription Price by the then current Series A CCPS Conversion Price. Provided that no fractional shares shall be issued upon conversion of the Series A CCPS and the total number of Equity Shares to be issued post conversion of the Series A CPS shall. subject to Applicable Law. be rounded off to the nearest whole number. The initial conversion price for the Series A CCPS shall be the Series A Subscription Price as adjusted for Series A Anti-Dilution Adjustments ("Series A CCPS Conversion Price”) (i) The S happening of any one or more of the following events (°S Adjustment(s)") ries A CCPS Conversion Price shall be subject to an adjustment on the ies A Anti-Dilution (a) Adjustment on a broad based weighted average basis, for issuance by the Company of new equity linked Shares (“Series A Dilutive Issuance”) at a purchase price (per Equity Share to be issued upon conversion, exchan, exercise of such Shares) (Series A Dilutive Issuance Price”) less than the then in effect Series A CCPS Conversion Price. in the following manner: Series A CCPS Conversion Price x _ (Adjusted) C-1070 Basement Sree eels Melero 0124 404993: 3) Para aca NEL ua versa renee re)(by wh SOs’ Where: X- is the Series A CCPS Conversion Price, as adjusted for any prior Series A Anti-Difution Adjustment(s) ¥ is the sum of: (i) total number of outstanding Equity Shares, on a Fully Diluted Basis, immediately prior to the Series A Dilutive Issuance; and (ii) the number of Equity Shares which would have been issued if the Series A Dilutive Issuance was made at the then Series A CCPS Conversion Price (and not the Series A Dilutive Issuance Price): and Z is the sum of: (i) total number of outstanding Equity Shares, on a Fully Diluted Basis, immediately prior to the Series A Dilutive Issuance, and (ii) number of Equity Shares actually issued through the Series A Dilutive Issuance at the Series A Dilutive Issuance Price. If, whilst any Series A CCPS remain capable of being converted into Equity Shares of the Company, the Company splits, sub-divides (stock split) or consolidates (reverse stock split) the Equity Shares into a different number of securities of the same class, the number of Equity Shares issuable upon a conversion of the Series A CCPS, shall be proportionately increased in the case of a split or sub-division (stock split), and likewise, the number of Equity Shares issuable upon a conversion of the Series A CPS, as the case may be, shall be proportionately decreased in the ease of a consolidation (reverse stock split). If whilst any Series A CCPS remain capable of being converted into Equity Shares. the Company makes or issues a dividend or other distribution of Equity Shares to the holders of Equity Shares, the number of Equity Shares to be issued on any subsequent conversion of Series A CCPS, as applicable, shall be increased proportionately and without payment of additional consideration therefore by the holder of Series A CCPS. as applicable. subject to any’ further adjustment as provided in this paragraph (vi) but only to the extent proportionate dividend has not been paid on the Series A CCPS If the Company. by re-classification or conversion of securities or changes any of the Equity Shares into the same or a different securities of any other class or classes, the right to convert the Ser into Equity Shares shall thereaiter represent the right to acquire Ea Re eel}7 Cestoroict STE EI ae o Novwithstanding Clause 2.2.3(vi) above. the following a fener) and kind of securities as would have been issuable as the result of such chan with respect to the Equity Shares that were subject to the conversion rights of the holder of Series A CCPS. immediately prior to the record date of such re- classification or conversion, subject to further adjustment as provided in this paragraph (vi). IF, whilst any of the Series A CCPS remain capable of being converted inte Equity Shares, there is a: (i) a reorganisation (other than a consolidation, exchange or sub-division of shares or re-classification of shares as provided for tunder sub-paragraphs (b). (c) or (d) of this paragraph (vi) respectively): (ii) a merger or consolidation of the Company with or into another company in which the Company is not the surviving entity, or a reverse triangular merger, or similar transaction, in which the Company is the surviving entity but the shares of the Company immediately prior to the merger are converted into other property, whether in the form of securities, cash. or otherwise. which results in change of Control: or (iii) a sale or Transfer of all or substantially all of the Company’s Assets to any other person. then, as @ part of such change of Control, the right to convert the Series A CPS. into Equity Shares shall and shall automatically represent the right to receive the number of shares or other securities or property offered to the Company’s holders of Equity Shares in connection with such change of Control that @ holder of Series A CCPS would have been entitled to re of Control if the right to convert Series A CCPS into Equity Shares had been exercised in full immediately before such change in Control, subject to further adjustment as provided in this paragraph (vi). eive in such change If any Equity Shares are bought back or cancelled or otherwise cease to exist, then the holder of Series A CCPS, upon the conversion of Series A CCPS at any time after the record date on which the Equity Shares cease to exist shall receive, in lieu of the number of Equity Shares that would have been issuable upon such conversion immediately prior to the date of buy-back, cancellation or cessation of Equity Shares, the securities or property that would have been received ifthe right to convert the Series A CCPS into Equity Shares had been exercised in full immediately before the date of buy-back. cancellation or cessation of the Equity Shares, all subject to further adjustment as provided in In the event the requisite number of employee stock options / advisor stock options are not allocated, vested and / or exercised by the relevant individuals in accordance with the provisions of the ESOP or ASOP (as relevant), or the Company determines that these shall not continue as-is. prior to the occurrence of 2 Liquidation Event, the benefit of the Share Capital representing such employee stock options / advisor stock options. which have not been allocated, vested, exercised and / or which have been determined by the Company to not continue as-is, as the case may be. shall accrue to the Shareholders pro rata (based on their percentage of the Company”s Share Capital) issuances of S| CSPLE Wy Cate9 (wii) (ix) a Series A Anti-Dilution Adjustment: (a) the Equity Shares issuable upon conversion of any of the Series A CCPS, or as bonus shares, dividend or other distribution on the Series A CCPS: or (b) the Equity Shares issued or issuable pursuant to the ESOP: or (©) Equity Shares actually issued upon the exercise of options or upon the conversion or exchange of convertible securities or warrants, in each case provided such issuance is pursuant to the terms of such option, convertible security or warrant and has been approved by the Majority Investors: or (4) any issuance of Shares in respect of which holders of Series A CCPS have waived the requirement of Series A Anti-Dilution Adjustment in writing The adjustment of the Series A CCPS Conversion Price pursuant to Clause 2.2.3(v) and/or (vi) above shall not automatically trigger conversion of the Series A CCPS and such conversion shall only be in accordance with the provisions of Clauses 2.2.3(ii) and 2.2.3(iv) above. In the event that Applicable Law prevents or limits the application of any adjustnents to the Series A CCPS Conversion Price as described above, then the Company shall make all reasonable efforts to obtain any authorizations necessary under Applicable Law to allow such adjustment, and in the event that the holder of the Series A CCPS, on or prior to a Series A Conversion Event agrees that such authorizations witi not be obtainable, the conversion shall be carried out as follows: (a) the number of Equity Shares to be issued in exchange for the Series A CCPS shall be the maximum number permitted by Applicable Law (including. as applicable. in the event that Applicable Law prevents the full adjustment of the Series A CCPS Conversion Price in accordance with Clause 2.2.3(9), the adjustment of such Series A CCPS Conversion Price to the lowest price permitted under Applicable Law): and (b) the Company shall issue and offer to the holder of the Series A CCPS at the lowest price permitted by Applicable Law, such number of additional Equity Shares at such price so as to make up any shortfall in the conversion to Equity Shares based on the intended application of the formula set forth above Upon the occurrence of each adjustment or readjustment of the Series A CCPS Conversion Price pursuant to this Clause 2.2.3. the Company at its expense shall Promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and turnish t each holder of the Series A CCPS. a certificate executed by an officer of the Company setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based including as applicable. any authorizations obtained in connection wi of any holder of the Series A CCPS. furnish or cause to be furnished to (rere aCe eal ee aree erylike certificate setting forth: (a) such adjustments and readjustments, and (b) the new Series A CCPS Conversion Price resulting from the adjustments called for hei d he very or acceptance of any such certifi ‘an acceptance by them of any statements or calculations set forth therein. (x) The holders of Series A CCPS shall be entitled to such Liquidation Preference Amount as set forth in Clause 2.4 of this Agreement. (xi) The holders of Series A CCPS shall be entitled to such voting rights as set forth in 3 of this (sii) Subject to Clause 2.4 below. the Equity Shares issued upon conversion of the Series ACCCPS will in all respects rank pari passu with the Equity Shares already issued. Voting Rights L.L.1, Subject to Applicable Laws, the holders of the Seed CCPS, Pre-Series A CCPS and Series A CCPS shalt be entitled to vote on as if converted basis, ie, the holders of the Seed CCPS, Pre-Series A CCPS and Series A CCPS shall be entitled to such number of votes in the general meetings of the Company which is equivalent fo the number of Equity Shares which ‘would be issuable at such point of time based on the then Seed CCPS Conversion Price and/or Pre-Series A CCPS Conversion Price and/or Series A CCPS Conversion Price. In the event that (a) the Company is converted from a private company to a public company: or (b) the voting rights of the Seed CCPS. Pre-Series A CCPS or the Series A CCPS, as the ease maybe, on as if converted basis. & able under Applicable Laws, until the earlier of the conversion of Seed CPS, Pre-Series A CCPS or Series A CCPS, as the case maybe. into Equity Shares, the Founders shail vote in accordance with the instructions of Investors, Pre-Series A Investors or the Participating Investors, at a provide proxies without instructions to Seed Investors, Pre-Series A Investors or the neral meeting or Participating Investors for the purposes of a general meeting, equal to the percentage of Equity Shares in the Company that each of the Seed Investors. Pre-Series A Investors and the Participating Investors would hold if they were to elect to convert the Seed CCPS, Pre-Series A CCPS or the Series A CCPS, as the case maybe, held by them respectively, into Equity Shares in accordance with the terms hereof. as set out in Clause 2.2 of this A cement. Liquidation Preference Upon the occurrence of a Liquidity Event, the total proceeds of the Liquidity Event remaining atter discharging or making provision for discharging the Company's statutory liablitig ("Proceeds") shall be distributed to each holder of Seed CCPS. Pre-Series A CCPSyaS 27) Series A CCPS or any Equity Shares issued pursuant co conversion thereof shall (on 3a e ss basis) to the extent that such holder patiipats inthe Liguidity Event by Tran :) estrone’ Tee metic) Gece Meares NBUZ Ee ralcareiotycone or more Seed CCPS andlor Pre-Series A CCPS andlor Series A CCPS and/or any Equity Shares received pursuant to conversion of the respective Seed CCPS andior Pre-Series A CCPS and/or Series A CPS. as the case may be (“LP Shares”), be entitled to receive. prior to and in preference to any distribution of the Proceeds of the Liquidity Event (in any manner including through declaration and payment of dividend) to any other Shareholders, the higher of (i) an amount equal to the Seed Subscription Price in respect of each Seed Shares part of the LP Shares). the Pre-Series A Subscription Price in respect of Series A Share (forming part of the LP Shares) and the Series A Subscription Price in respect of each Series A Share (forming part of the LP Shares) and any dividends or distributions declared but not paid in relation to such LP Shares (hereinafier collectively referred to as the “Liquidation Preference Amount”), or (ii) the amount that such holder of LP Shares would have received if the Proceeds were to be distributed (in any manner including through declaration and payment of dividend) amongst the holders of LP Shares and the holders of other Shares to the extent that such holders participate in the Liquidity Event by transferring one or more of their stich other Shares (“Non LP Shares”), on the basis of their pro-rata shareholding in the Company (on as if converted basis) immediately prior to the occurrence of such Liquidity Event (“Pro-Rata Amount”) It is further clarified that in case of distribution of Proceeds of the Liquidity Event to each of the holders of the LP Shares in terms of Clause 2.4.1 (i) above, the holders of the LP Shares shall only be entitled (© their respective Liquidation Preference Amounts and they shall not have any further participation in the balance amount of the Proceeds. which shall be distributed amongst the other holders of the Non LP Sha for clarity, excluding the holders of the LP Shares) in accordance with the first sentence of Clause 2.4.3 below. Similarly, in case of distribution of Proceeds to the holders of the LP Shares in terms of Clause 2.4.1 (ii) above, the holders of such LP Shares shall not be entitled to any Liquation Preference Amount and they sha l receive only the Pro-Rata Amount. It is further clarified that for calculating Liquidation Preference Amount, the subscription price and number of LP Shares shall be appropriately adjusted on a proportionate basis For stock / share splits and consolidations, stock dividends / bonus shares, recapitalizations and other similar 0°; other than cash, its value will be deemed its, the Applicable Law then in force, be valued as follows: estrous Tee ee mcr oy(the securities are traded on: (a) a stock exchange. the value of such securities shall be determined in accordance with the relevant regulations issued by the Securities and Exchange Board of India: and (b) any securities exchange of a foreign country. the value of such securities shall be determined in accordance with the applicable law of such country: provided. however, that in the event such foreign count prescribed any regulations regarding the valuation of the securities. them the value of the securities shall be deemed to be the average of the closing prices of the securities over the twenty (20) trading-day period ending three (3) trading of the Liquidity Event: and has not oon such exchai days prior to the elosi (ii) If the securities are of a nature not contemplated in paragraph (i) above, the value of such securities shall, subject to Applicable Law, be such value as may be mutually determined by the Company, the Founders and the Majority Investors. 2.2. Where the Proceeds of the Liquidity Event available for distribution are insufficient to pay in full the Liquidation Preference Amounts payable to the holders of the LP Shares under Clause 2.4. above, the entire Proceeds of the Liquidity Event shall be distributed rateably among the holders of the LP Shares. in proportion to the full Liquidation Preference Amount that each such holder is otherwise entitled to receive under Clause 2.4.1 (i) above. After the payment in full of the Liquidation Preference Amounts to the holders of the LP Shares in accordance with Clause 2.4.1 (i) above, the remainder of the Proceeds of the Liquidity Event, if any. shall be distributed (in any manner including through declaration and payment of dividend) pro rata based on the shareholding, to the holders of the Non-LP Shares (or clarity, excluding the holders of the LP Shares), provided that where the Proceeds are t0 be distributed in accordance with Clause 2.4.1 (ii) above, the entire Proceeds of the Liquidity Event shall be distributed (in any manner including through declaration and payment of dividend) pro rata based on the shareholding to all the hSlders of the LP Shares and Non-L.P Shares on an as if converted basis, 1.2.4. Itishereby clarified and agreed that in case the Proceeds of a Liquidity Event are received by the Company, the Proceeds of such Liquidity Event shall be distcibuted amongst the Shareholders by the Company to give effect to the provisions of this Clause 24 in such manner as may be reasonably required by Majority Investors If for any reason whatsoever the Proceeds of a Liquidity Event cannot be distributed in the manner set out above upon the occurrence of a Liquidity Event. the Parties hereto expressly fee that they shall do all such aets and things as are legally permissible, to achieve the commercial effect intended by above mentioned Clauses 2.4.1 to 24.4 estyereaa STE eee ctl) 938 Seana reverts