Term Sheet for Convertible Note

This Term Sheet summarizes the principal terms with respect to the proposed financing of
Skilldzire Technologies Private Limited (the “Company”) through issuance of
Convertible Note to the Investor. The completion of the transaction contemplated by this
Term Sheet will be subject to, among other things, completion of due diligence, execution
of binding agreements and completion of conditions to Closing.

If this term sheet remains unsigned until April 30th, 2022, the Investor at its option may
immediately terminate discussions with the Promoters/Company or change any or all terms
and conditions contained herein. Investor agrees to subscribe Convertible Note in the
Company (as defined hereinafter) on the terms and conditions detailed below:

Investor Global Incubation Services,

CIN - ____________________,
Address: CA Site, No 1, HAL 3rd Stage extn, behind Hotel Leela
Palace, HAL 2nd Stage, Kodihalli, Bengaluru, Karnataka- 560008,
India

(the “Investor” or “Note Holder”)

Issuer Skilldzire Technologies Private Limited (the “Company”)

CIN - ______________________
Address: ____________________________________________

Promoter a. Promoter Name 1 – __________________________________

b. Promoter Name 2 – ___________________________________

(the “Promoters”)

Type of Security Convertible Note Convertible Note executed between the Note
Holder and the Company.
Note Principal Rs. 25,00,000 /- (Rupees Twenty-Five Lakhs Only) in total of three
tranches; two tranches of Rs. 8,00,000/- (Rupees Eight Lakhs only)
and one tranche of Rs. 9,00,000/- (Rupees Nine Lakhs only)
respectively
Interest Rate 4% per annum
Maturity 3 Years
Repayment/Recall Any time after 24 Months from the Closing Date
Period
Conversion In case the Note Principal along with accrued interest is not repaid to
within the Maturity Period, the Company shall at the option of Note
Holder mandatorily convert into such number of Conversion
 Securities, as calculated dividing the Note Principal along with
accrued interest payable by fair market value of the share.

Redemption If the Parties agree not to convert the Note Principal along with
accrued interest payable, then the Note Holder can issue 7 (Seven)
days’ notice, anytime, for the redemption of the Note and outstanding
entire accrued interest.

Notwithstanding anything mentioned above, the Note Holder may

elect to require repayment of the Note together with accrued interest
from the Company by way of written notice of 30 (Thirty) Business
Days any time after the start of the repayment /recall period of 24
Months from the Closing Date

Liquidation Event In the case of Liquidation Event, the Note Holder shall be paid higher
of (a) or (b) in priority to all the other equity shareholders of the
Company and/or any other loans of the Company.

a) 100% of the Note Principal along with accrued interest

or

b) the amount in proportion to the Note Holders shareholding based

on the Conversion Securities and the outstanding shares
(excluding ESOPs or any other such instruments) of the Company

Equal Ranking This Note shall rank equally without preference or priority of any
kind over any similar Note of different value

Use of Proceeds The Company agrees and undertakes that the Principal Amount
shall be utilized by the Company in accordance with or for the
purposes of the business plan adopted by the Company from time
to time and shared with the Note Holder and shall not be used to
repay any director loans and/or buyback of any Securities of the
Company or increase the compensation to any Promoter or
Director of the Company.

Indemnification The Company shall indemnify, defend and hold harmless the Note
Holder (from and against any Loss incurred or suffered by the Note
Holder, insofar a such Losses directly arise out of or result from or in
connection with (i) a material misrepresentation or breach of any of
their representations and warranties; or (ii) a material breach by the
Company of any term of this Agreement.
 Standard Indemnification clause to be inserted in definitive
agreement
Definitive Parties will enter into binding agreements within 30 days from the
Agreements date of signing of this Term Sheet, unless mutually extended in
writing.

Condition The Definitive Agreements will specify conditions precedent that will
Precedent to need to be completed to the satisfaction of the Investor, prior to
Closing closing of the transaction contemplated by this Term Sheet
(“Closing”).

Information The Company agrees to provide the Investor, MIS reports, including
Rights the audited and unaudited financial statements at pre-determined
intervals on regular basis.

Confidentiality The terms and conditions of this Term Sheet and the proposed
financing by Investor shall be confidential information and the
Company or Promoters shall not disclose the same to any third party
without a written consent from the Investor and except as provided
below:
Disclosure to the Investor, investment bankers, lenders, accountants,
legal counsel, and bona fide prospective investor, and lenders, in each
case only where such persons or entities are under appropriate
nondisclosure obligations imposed by professional ethics, law or
otherwise shall be permitted.

Representations, The Company will give standard representations and warranties,

Warranties and including but not limited to the Company duly incorporated, carrying
covenants on its business in a lawful manner without being subject to any
contractual or legal restrictions by itself or through the Promoters,
and the accounts, financial and other information provided by the
Company being true, correct and accurate.
Governing Law This Term Sheet and the Definitive Agreements shall be governed by
the laws of India wit exclusive jurisdiction to the courts of Bangalore.

Validity The Term Sheet is only valid for 15 days from the date of first draft
shared by the Promoters with the Investor and the Company.

This Term Sheet shall cease to be effective if the Definitive

Agreements are not signed within 30 days from the date of signing
the Term Sheet, unless otherwise agreed in writing by the Parties.

Survival The paragraph mentioned ‘Confidentiality’, ‘Governing Law’ and

‘Survival’ shall survive the termination, withdrawal or expiry of this
Term Sheet.
IN WITNESS WHEREOF, the Parties have caused this Term Sheet to be signed in its name
as of the date written below.

For ________________________Private Limited

___________________________________________

Name:
Designation: Director
Date:

By __________________________ By ___________________________
(First Promoter) (Second Promoter)

_________________________________ _____________________________
Name: Name:
Date: Date:

For Global Incubation Services

__________________________________________
_

Name:
Designation:
Date: