AGREEMENT DEED

This agreement is made on this 28th day of April 2022

BETWEEN

XXXX (hereinafter referred to as ‘the company’ which expression shall, unless

repugnant to the context or inconsistent with the meaning there of, mean and include
its successors, representatives, assigns etc.) of the first part;

AND

xxxxxx (hereinafter referred as yyyyy) is a government society formed by

________________, to incubate enterprises and further the cause of entrepreneurship in
the state (hereinafter referred to as yyyyyy which expression shall, unless repugnant
to the context or inconsistent with the meaning thereof, mean and include its
representatives, assigns etc.) of the second part.

WHEREAS, xxxxxx manages 36 Angel Fund, set up by the steering committee for the
State Innovation and Entrepreneurship Policy, 2016. Angel Fund is meant for early
stage equity investment in based startups.

AND WHEREAS, the Company, in the process of business development, is desirous of

obtaining ‘Seed Money Financing’ from xxxxx for an amount of Rs xxx/- (Rupees xxx
lakhs only) and xxxxx has agreed to provide the said amount in return of equity
shares, on the terms and conditions mentioned hereinafter and agreed to by the
Company. The company in its Meeting of the Board of Directors held on …………. has
duly authorized the company to seek the said loan from xxxxx and has authorized its
Director xxxx to execute all the documents and do all that is necessary to obtain the
said “Seed Money ” is annexed hereto as Schedule – x

The company will issue 5% equity shares i.e. (xxx equity shares) against the total
equity shares of the company to xxxxx as consideration for the above seed funding.

Conditions Precedent: Conducting a due-diligence satisfactorily by 36AF. Obtaining all

corporate, governmental, management, third party and
regulatory approvals that are necessary by the company.

Passing of the necessary board resolution approving and

authorizing: the transactions set out in this Term Sheet.

Schedule of Investment: The loan shall be disbursed/ released as per the Schedule-1
(disbursement schedule) limited till the period of incubation.
Further loan installments shall be disbursed only if the period of
incubation is extended by xxxxx, as per its incubation policy

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Liquidation Preference: First priority on return for capital (1x of the Investment Amount). Non-
participatory.

Board: 1 Director seat [“36AF Director”]

Exit Rights: The Founders would work towards a plan that would give 36AF an
exit by the fifth anniversary of their investment, This can happen in
the following ways:
a) Acquisition of the shares of the Company by a third party.
b) Where the Company decides to raise subsequent rounds of
funding, 36AF, at its sole discretion, may decide to sell their
shares to the new investor at a mutually agreeable price,
subject to the existing Tag Along Rights.
c) If after a period of 5 years, the Founders have not been able to
execute an exit for 36AF, it can, through, written notice, cause
the Company and/or the Founders to provide them an exit by
buying back the shares at a fair value, determined by a
mutually agreed independent valuer.
d) In case no exit has been provided to 36AF upon completion of
60 months of the investment, 36AF will have the unilateral
right to sell their shares to any third party. If such third party
requires additional shares in the company then 36AF shall
have the right to drag along and require the Founder and
other shareholders to sell some or all of their shares to enable
such an exit.

Protective Covenants So long as any of the Angel Shares are held by 36AF an affirmative
vote of 36AF Director will be required for any action that: (i) alters
any provisions of the Memorandum and Articles of Association if it
would adversely alter the rights, preferences, privileges or powers
of the Angel Shares; (ii) changes the authorized number of shares
of Angel Shares; (iii) approves any merger, sale of assets or other
corporate reorganization or acquisition; (iv) more detailed list will
be provided in the definitive agreement.

In case there are any matters that are set out in protective provisions,
that need the approval of the Shareholders, the matters before being
taken to the Shareholders would need the prior written consent of
the 36AF Director.

ROFR/ Tag Along: 36AF to have right of first refusal on any sale shares and tag along on
all shareholders.

Anti-Dilution: In the event the Company offers any fresh equity and / preference
shares, in any form whatsoever, to a new investor, subsequent to
36AF’s investment in the Company (not including shares/options
issued as a part of an ESOP), at a price lower than the price paid
by 36AF (on a fully diluted basis, if applicable), 36AF will be
entitled to receive such additional shares as would be required to
equate the adjusted cost per share of 36AF’s investment to the

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 price offered to the new 36AF, as per broad based weighted
average anti-dilution formula.

Pre-emptive Rights: 36AF shall have a pro rata right, based on its respective percentage
equity ownership, to participate in subsequent equity financings of the
Company on the same terms as that of the new investment.

Exclusivity: The Company agrees to negotiate the above-contemplated transaction

with 36AF on an exclusive basis for a period of 90 business days
from the signing of this Term Sheet.

Standard Terms Standard information and inspection rights, representations and

warranties and Founder indemnity to be set out in detail in the
definitive agreement.

Nature of term sheet: Non-binding except for Applicable Law, exclusive for 30 (thirty) days
from issuance and not to be disclosed to any third party.

Applicable Law: Any disputes arising out of or in connection with the validity,
interpretation or implementation of this Term Sheet or any other
documentation related to the same, shall be governed by the laws of
India. For the purposes of this Term Sheet and the Definitive
Documentation, the courts of shall have exclusive jurisdiction.

For Angel Fund For Company

__________________________________ _________________________________

Founders:

__________________________________ _________________________________