SHARE SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT

This SHARE SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT (“Agreement”) is entered

into as of _ _ _ _ _ _ _ (“Execution Date”) at Bangalore, India.

AMONG

THE PROMOTER: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as “Promoters”, which

expression shall, unless repugnant to the context or meaning thereof, be
deemed to include their successors, legal heirs and permitted assignees)
of the FIRST PART;

AND

THE COMPANY: _ _ _ _ _ _ _ _ _ _ _ _ _ a company incorporated and existing under the laws

of India and having its registered office _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_(hereinafter referred to as “Company”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its
successors and permitted assignees) of the SECOND PART;

AND

THE INVESTORS: The GLOBAL INCUBATION SERVICES INVESTORS (hereinafter referred

to as “Seed Investor(s) or Investor(s)”, which expression shall, unless
it be repugnant to the context or meaning thereof, be deemed to mean
and include their successors, legal heirs and permitted assignees) of the
THIRD PART;

(The Promoters, the Company and the Investors are jointly referred to as “Parties” and
individually as a “Party”)

WHEREAS:

A. Company is incorporated under the laws of India and is engaged in the business of
bringing innovative ideas that aims to revolutionize in the field of education and beyond.
The company is reimagining the traditional system of printed books and notebooks to
usher in the new digital era of multi-functional unified e-book and e-notebook devices
(“Business”);

B. The Company has an authorized share Capital of Rs. _ _ _ _ _ _ divided into _ _ _ _ _ _ _ shares
of Rs._ _ _ _ Face Value Each and Paid-up Capital of Rs._ _ _ _ _ _ _ divided into _ _ _ _ _ _
shares of Rs._ _ _ Face Value Each.

C. The Parties are desirous of recording the terms and conditions agreed to between them in
respect of subscription of Shares, the management and control of the affairs of the
Company and certain rights and obligations inter se, in accordance with the terms and
conditions set out herein, and in supersession of any other prior understanding or
agreement in the manner set forth herein.

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THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following terms, to the extent not inconsistent with the context
thereof, shall have the meanings assigned to them herein below:

(a) “Act” shall mean the Indian Companies Act, 2013, the Companies Act, 1956 (as
applicable) or any other statutory amendment or re-enactment thereof;

(b) “Affiliate” of a Person (the “Subject Person”) shall mean (i) in the case of any
Subject Person other than a natural Person, any other Person that, either directly
or indirectly through one or more intermediate Persons, Controls (as defined
hereinafter), is Controlled by or is under common Control with the Subject
Person, and (ii) in the case of any Subject Person that is a natural Person, shall
include a Relative of such Person;

(c) “Annual Budget” means the budget for a Financial Year of the Company in relation
to sales budget, revenue and operating expenditure, cash flow, capital
expenditure and key financial ratios:

(d) “Articles of Association” or “Articles” shall mean the Articles of Association of the
Company, as amended from time to time:

(e) “Board” or “Board of Directors” shall mean the board of directors of the
Company;

(f) “Business Day” shall mean a day on which scheduled commercial banks are open
for business in New Delhi, India;

(g) “Business Plan” shall mean, in relation to any Financial Year, the annual business
plan of the Company approved by the Board;

(h) “Charter Documents” shall mean collectively the Memorandum (as defined
hereinafter) and the Articles;

(i) “Claims” shall mean any losses, liabilities, claims, damages, costs and expenses,
including legal fees and disbursements in relation thereto;

(j) “Closing Date” shall mean the date on which the Company issues the Investor
Shares to the Investors, which shall be not later than 30 (thirty) days after the
date of receipt of the Investors Subscription Amount;

(k) “Competitor” shall mean a Person who engages in the similar business activities
as the Company’s Business and is generating 50% (fifty percent) or more of its
total revenue from such business activities;

(l) “Control” shall mean the power to direct the management or policies of any
Person, whether through the ownership of over 50% (fifty per cent) of the
voting power of such Person, through the power to appoint more than half of the
board of directors or similar governing body of such entity, through contractual
arrangements or otherwise;

(m) “Director” shall mean a director on the Board;

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(n) “Encumbrance” shall mean (i) any mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment, deed of trust, security interest or other
encumbrance of any kind securing, or conferring any priority of payment in
respect of, any obligation of any Person, including, without limitation, any right
granted by a transaction which, in legal terms, is not the granting of security but
which has an economic or financial effect similar to the granting of security
under applicable Law, (ii) any voting agreement, interest, option, right of first
offer, refusal or transfer restriction in favour of any Person and (iii) any adverse
claim as to title, possession or use;

(o) “Equity Shares” shall mean the equity shares of the Company whether issued or to
be issued, having par value of INR _ _ _ /- (Indian Rupees Ten only) per equity
share;

(p) “Financial Statements” shall mean the audited financial statements comprising an
audited balance sheet as of the relevant Financial Year end and the related
audited statement of income for the Financial Year then ended, together with
the auditor's report thereon and notes thereto prepared in accordance with
Indian GAAP and applicable Laws;

(q) “Financial Year” shall mean the period commencing April 1 each calendar year
and ending on March 31 the succeeding calendar year, or such other period as
may be determined by the Board of Directors of the Company to be the financial
year for the Company;

(r) “Fully Diluted Basis” shall mean that the calculation is to be made assuming that
all outstanding Securities (whether or not by their terms then currently
convertible, exercisable or exchangeable), share options, warrants, including but
not limited to any outstanding commitments to issue shares at a future date
whether or not due to the occurrence of an event or otherwise, have been so
converted, exercised or exchanged into Equity Shares;

(s) “Government” or “Governmental Authority” means any statutory authority,

government department, agency, commission, board, tribunal, court or other
entity in India authorised to make Laws;

(t) “IP Rights” or “Intellectual Property” shall mean all rights in and in relation to all
intellectual property rights owned, developed, being developed and/or
proposed to be developed by the Company including all patents, patent
applications, moral rights, trademarks, trade names, service marks, service
names, brand names, internet domain names and sub-domains, inventions,
processes, formulae, copyrights, business and product names, logos, slogans,
trade secrets, industrial models, processes, designs, database rights,
methodologies, computer programs (including all source codes), technical
information, manufacturing, engineering and technical drawings, know-how, all
pending applications for and registrations of patents, entity models, trademarks,
service marks, copyrights, designs and internet domain names and sub-domains
and all other intellectual property or similar proprietary rights of whatever
nature (whether registered or not and including applications to register or rights
to apply for registration) in each case anywhere in the world;

(u) “Indian GAAP” shall mean generally accepted accounting principles applicable in
India, consistently applied throughout the specified period and in the

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 comparable period in the immediately preceding year;

(v) “INR” or “Rupees” or “Rs.” shall mean Indian rupees, being the lawful currency of
India;

(w)“Investor Group” shall mean all the investors;

(x) “Investors Subscription Amount” shall mean INR _ _ _ _ _ _ _ _ _. (Indian Rupees _ _

_ _ _ _ _ _ _ _ _ _) only;

(y) “IPO” shall mean the initial public offering of shares or other securities (including
depository receipts) which offers liquidity for the Investors Securities, either
domestic or overseas, of the Company and consequent listing of the shares or
other securities of the Company in stock exchanges, domestic or overseas in
terms of this Agreement;

(z) “Law” or “Laws” shall mean and include all applicable statutes, enactments, acts of
legislature or Parliament, laws, ordinances, rules, bye-laws, regulations,
notifications, guidelines, policies, directions, directives and orders of any
Governmental Authority, tribunal, board, court or recognised stock exchanges of
India;

(aa) “Liabilities” shall mean all liabilities, whether actual or contingent, present or
future, quantified or unquantified;

(bb) “Liquidation Event” shall be deemed to include the following: -

i. commencement of any proceedings for the voluntary winding up of the

Company in accordance with the applicable law or the passing of an order
of any court appointing a provisional liquidator or administrator in any
other proceeding seeking the winding up of the Company or the
liquidation of the Company; or

ii. the consummation of a consolidation, merger, acquisition, reorganization

or other similar transaction (whether in one or a series of transactions) of
the Company resulting in its Shareholders (immediately prior to such
transaction), collectively, retaining less than a majority of the voting power
of the Company or the surviving entity immediately following such
transaction; or

iii. a sale, lease, license or other Transfer of over 50% (fifty percent) of the
Equity Securities or any significant block of assets of the Company
(including any IP Rights of the Company); or

iv. any change in Control of the Company.

(cc) “Memorandum of Association” or “Memorandum” shall mean the

Memorandum of Association of the Company, as amended from time to time;

(dd) “Person” shall mean any natural person, limited or unlimited liability company,
corporation, partnership (whether limited or unlimited), proprietorship, Hindu
undivided family, trust, union, association, government or any agency or political
subdivision thereof or any other entity that may be treated as a person under
applicable law;

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 (ee) “Promoter Shares” shall mean the shares held by the Promoters, from time to
time;

(ff) “RBI” shall mean the Reserve Bank of India;

(gg) “Relative” shall mean a relative as defined under the Act;

(hh) “Investors Securities” means the Investors Equity Shares held by the Investors
from time to time, and subscribed to by the Investors in accordance with this
Agreement.

(ii) “Securities” shall mean equity capital, equity shares, preference shares,
membership interests, partnership interests, registered capital, joint venture or
other ownership interests of a company or any options, warrants, debentures or
other securities that are directly or indirectly convertible into, or exercisable or
exchangeable for, such equity capital, equity shares, membership interests,
partnership interests, registered capital, joint venture or other ownership
interests (whether or not such derivative securities are issued);

(jj) “Share Capital” shall mean the total paid up share capital of the Company
determined on a Fully Diluted Basis;

(kk) “Shareholders” shall mean the shareholders, from time to time, of the Company
who hold Securities in the Company.

(ll) “Subsidiary” with respect to any Person shall have the meaning ascribed to the
term under the Act;

(mm) “Tax”, “Taxes” or “Taxation” any and all form of direct and indirect taxes with
reference to income, profits, gains, net wealth, asset values, turnover, gross
receipts including but not limited to all duties (including stamp duties), excise,
customs, service tax, value added tax, goods and sales tax, charges, fees, levies or
other similar assessments by or payable to a Governmental Authority (including
its agent and persons acting under its authority), including without limitation in
relation to (a) income, manufacture, import, export, services, gross receipts,
premium, immovable property, movable property, assets, profession, entry,
capital gains, expenditure, procurement, wealth, gift, sales, use, transfer,
licensing, withholding, employment, payroll, fringe benefits and franchise taxes
and (b) any interest, fines, penalties, assessments, or additions to Tax resulting
from, attributable to or incurred in connection with any proceedings, contest, or
dispute in respect thereof;

(nn) “Transfer” (including with correlative meaning, the terms “Transferred by” and
“Transferability”) shall mean to transfer, sell, assign, pledge, hypothecate, create
a security interest in or lien on, place in trust (voting or otherwise), exchange,
gift or transfer by operation of Law or in any other way subject to any
Encumbrance or dispose of, whether or not voluntarily;

(oo) “Third Party” shall mean any Person other than the Parties to this Agreement; and

(pp) “Trade Sale” shall mean a sale of all, or substantially all, of the outstanding
Securities of the Company, or a sale of all or substantially all of the assets of the
Company, or a merger or amalgamation of the Company with or into any other

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 entity.

(qq) "Cause" as it pertains to the termination of the Promoter's employment shall mean
the following reasons:

(i) commission of an offence in relation to the Company involving moral

turpitude, deceit, dishonesty or fraud

(ii) gross negligence or misconduct causing material losses or damage to the

Company which cannot or has not been remedied after giving reasonable
notice

(iii) material breach of the Employment Agreement which cannot or has not
been remedied after giving reasonable notice as set out therein or the
Company’s policies or other documents or directions of Company

(iv) going on or abetting any strike, lockout, go-slow or any other obstruction of
the business of the Company for a period of more than 15 (Fifteen) days being
declared insolvent or bankrupt under applicable Laws

1.2 Interpretation: Except where the context requires otherwise, this Agreement will be
interpreted as follows:

(a) Clauses, headings and Schedule headings are for convenience only and do not affect
the construction or interpretation of any provision of this Agreement.

(b) In addition to the above terms, certain terms may be defined in the Recitals or
elsewhere in this Agreement and wherever such terms are used in this
Agreement, they shall have the meaning so assigned to them.

(c) All references in this Agreement to statutory provisions shall be statutory

provisions for the time being in force and shall be construed as including
references to any statutory modifications, consolidation or re-enactment
(whether before or after the date of this Agreement) for the time being in force
and all statutory rules, regulations and orders made pursuant to a statutory
provision.

(d) Words denoting singular shall include the plural and vice versa and words
denoting any gender shall include all genders unless the context otherwise
requires.

(e) References to Recitals, Clauses or Schedules are, unless the context otherwise
requires, references to Recitals, Clauses or Schedules to this Agreement.

(f) The terms “include” and “including” shall mean, “include without limitation”.

(g) All references to this Agreement shall be deemed to include any amendments or
modifications to this Agreement, as the case may be, from time to time.

(h) The term “directly or indirectly” in relation to a Party means and includes any
direct or indirect action/s on the part of or by or on behalf of the Party in
question either by himself or herself or in conjunction with or on behalf of any
Person including through an Affiliate whether as an employee, consultant,
proprietor, partner, director, contractor or otherwise, whether for profit or

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 otherwise.

2. EFFECTIVE DATE

2.1. This Agreement shall be effective from _ _ _ _ _ _ _ _

3. AGREEMENT FOR FUNDING

3.1 The Company hereby agrees to issue to the Investors, and the Investors hereby agree to
subscribe to the shares at a pre-money valuation of INR _ _ _ _ _ _ _ ( only), free from all
Third Party interests, on the terms and conditions contained in this Agreement, in
consideration for the investment of the Investors Subscription Amount of Rs._ _ _ _ _ _ _ /-
for _ _ _ _ equity shares @Rs._ _ _ _ _ _ (Face Value Rs._ _ _ per share and premium Rs._ _ _ _
per share) in the Company.

4. SHARE CAPITAL OF THE COMPANY

4.1 The present authorized share capital of the Company on the execution date is INR _ _ _ _ _ _
. (_ _ Indian Rupees) divided into _ _ _ _ _ _ Equity Shares of par value Rs._ _. The present
issued, subscribed and paid-up equity share capital of the Company on the execution date
is INR _ _ _ _ _ _ _ _ _ (_ _ _ _ _ _ Indian Rupees only) divided into _ _ _ _ _ _ Equity Shares.

5. CONDITIONS PRECEDENT

5.1 The Parties agree that the obligation of the Investors to subscribe and pay for the Investor
Securities as provided for herein on or prior to the Closing Date.

6. PAYMENTS

6.1 The Investors shall pay the Investors Subscription Amount to the Company bank account.

6.2 Upon receipt of the Investors Subscription Amount, the Promoters and the Company shall,
within 30 (thirty) days deliver to the Investors the original share certificates representing
the shares, validly issued and delivered, with appropriate stamps affixed.

6.3 CLOSING ACTIONS

6.3.1 The Investors’ agreement to subscribe to the shares and the Company’s agreement to allot
and issue the shares is conditional on the satisfaction (or, to the extent permitted by law,
waiver by the Company) of the following matters as on the Closing Date (or any other date
specified below):

(a) each of the representations and warranties of the Promoters, Company and
Investors being true and accurate in all respects and not misleading as at the
date hereof and on the Closing Date;

(b) the Company having obtained any and all approvals and/or consents, permits
and waivers, as are necessary or appropriate for the consummation of the
transactions contemplated by this Agreement to occur at Closing and for the
performance by the Investor of its obligations to occur at Closing pursuant to this
Agreement.

7. Non-compete and Business Exclusivity

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7.1 Non-Compete

(a) In consideration of the Investors investing, through the Investors Securities, in the
Company, the Promoters agree that neither he/she nor his/ her next of kin
including his/ her spouse, parents, brother/ sister, son/ daughter will (as long as
he/ she is an employee of the Company and for a period of 24 (twenty four)
months thereafter), as an individual, employee, consultant, independent
contractor, partner, member or in association with any other Person, except on
behalf of the Company, directly or indirectly, and regardless of him continuing to
be employed by the Company, or the reason for him ceasing to be so employed by
the Company:

(i) set up, solicit business on behalf of, render any services to, engage in,
guarantee any obligations of, extend credit to, or have any ownership
interests or other affiliation in, any business or other endeavour, (whether
directly or indirectly), which is engaged in the business of the similar
nature as the Business or competitive with the Company’s Business as
defined in the Company's MoA;

(ii) assume management or lead responsibility in any other business of the

similar nature as the Business or competitive with the Company’s Business
without obtaining the prior written approval of the Investors;

(iii) solicit, render services to or for, or accept from, anyone who is a client or
customer of the Company (whether present or future), any business of the
type performed by the Company, or persuade or attempt in any manner to
persuade any client or customer of the Company to cease to do business or
to reduce the amount of business which any such client or customer has
customarily done or is reasonably expected to do with the Company,
whether or not the relationship between the Company and such client or
customer, as the case may be, was originally established in whole or in part
through Key Employees’ efforts;

(iv) interfere or seek to interfere or take such steps as may interfere with the
continuance of supplies to the Company or any subsidiary (or the terms
relating to such supplies) from any suppliers who have been supplying
goods or services to the Company or any subsidiary; and

(v) employ as an employee or retain as a consultant any person, firm,

corporation or other form of entity who is then or at any time during the
12 (twelve) months period prior to the termination of employment of the
relevant Promoter was, an employee of or exclusive consultant to, the
Company, persuade or attempt to persuade any employee of or exclusive
consultant to the Company, to leave the employment of the Company or to
become employed as an employee or retained as a consultant by any other
person, firm, corporation or other form of entity.

Page 8 of 26
 (b) All rights, remedies and benefits expressly provided for in this Agreement are
cumulative and are not exclusive of any rights, remedies or benefits provided for
by law or in this Agreement, and the exercise of any remedy by a party hereto
shall not be deemed an election to the exclusion of any other remedy (any such
claim by the other party being hereby waived).

(c) The existence of any claim, demand, action or cause of action of any of the
Promoters against the Investors or the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defence against the enforcement by
the Investors of each Protective Covenant.

(d) The unenforceability of any Protective Covenant shall not affect the validity or
enforceability of any other Protective Covenant or any other provision or
provisions of this Agreement.

7.2 Business Exclusivity

(a) The Promoters and the Company undertake that, except with the prior written
consent of the Investors, all new projects and businesses relating to the Business
shall only be undertaken by the Company, and not through any other Affiliate of
any of the Promoters or the Company.

(b) The Promoters shall ensure that all opportunities for new projects and businesses
relating to the Business that are developed or sourced by, or offered to, the
Promoters shall be referred exclusively to the Company.

8. ISSUE OF NEW SECURITIES

8.1 In the event the Company is desirous of issuing any new Securities after the Investor
Closing Date, including by way of a preferential allotment (“Proposed Issuance”) and
any other issuances made by the Company, the Company shall provide and the
Promoters shall cause the Company to provide, a right to all Shareholders to participate
on a pro-rated basis (based on the shareholding computed on a Fully Diluted Basis) in
any such Proposed Issuance to the extent necessary to maintain their respective
shareholding (computed on a Fully Diluted Basis).

8.2 The Promoters and the Company shall give all the Shareholders written notice of any
such Proposed Issuance and such notice shall specify: (i) the number and class of
Securities proposed to be issued; (ii) the price of the Proposed Issuance; (iii) the manner
and time of payment of the subscription amount; (iv) the identity and address of the
Person to whom the Proposed Issuance is to be made; and (v) the date of the Proposed
Issuance (the “Offered Terms”).

8.3 All Shareholders shall communicate in writing, whether or not the Offered Terms are
acceptable to it within 30 (thirty) days from the date on which it received the Offered
Terms in writing. If Investors do not accept the Offered Terms as specified above or fail
to respond within the stipulated time, then the Company shall have the right to make the
Proposed Issuance in favour of the Person specified in the Offered Terms, provided such
Proposed Issuance is on terms identical to, or less favourable to the subscriber, than the
Offered Terms.

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8.4 Any Proposed Issuance under this Clause 9 in favour of any third-party investor, as the
case may be, shall be completed within a period of 90 (ninety) days after the receipt of
the Offered Terms by the Shareholders, as the case may be, failing which the right of the
Company to make the Proposed Issuance shall lapse and the provisions of Clause 9 shall
once again apply to such Proposed Issuance. The said 90 (ninety) days period shall be
extended for an additional period necessary to obtain any regulatory approvals from
any Governmental Authority as required. If any Shareholder has agreed to participate in
the Proposed Issuance, it shall have the right to subscribe to such portion of the
Proposed Issuance as shall be necessary for it to maintain its shareholding percentage in
the Company (calculated on a Fully Diluted Basis), and shall cooperate with the
Company to consummate the transactions contemplated herein within the stipulated
time period. All shares issued in the Proposed Issuance shall be issued
contemporaneously, and if the Person specified in the Offered Terms fails to
consummate its part of the Proposed Issuance within the 90 (ninety) day timeframe
specified hereinabove, then the Company shall (if the Shareholders so require) refund
all share subscription amounts received from the Shareholders pursuant to the
Proposed Issuance.

8.5 If the Proposed Issuance is at a valuation lower than the valuation of the Company as
mentioned in Clause 3.1, then the Investors shall be eligible to retain their holding in
percentage terms, however, if the Proposed Issuance are at valuation higher than the
valuation as mentioned in Clause 3.1, then the Investors Securities shall be diluted on a
pro rata basis

8.6 If the Company offers any securities to any Third Party including any advisory
equity/sweat equity or allotment of any equity for consideration other than cash,
whether or not an independent valuation has been done for the allotment of such equity
at a valuation lower than the valuation mentioned in Clause 3.1, the Company will issue
to Investors additional shares, either at no additional cost to the Seed Investor, or such
lowest possible price at which a share may be issued as per applicable law, in order to
equate the adjusted cost per share of the Subscription Amount to the price to be paid by
the new offeree

8.7 The Parties hereby agree that, notwithstanding the above, there exists no commitment
by the Investors or its Affiliates to further capitalise the Company or to provide finance
or any other form of support to the Company including in the form of loans or
guarantees or any security.

9. TRANSFER OF SHARES

9.1 Transfer of Shares by Selling Shareholders

(a) Until the expiry of 3 (three) years from Closing Date (“Lock-in Period), the
Promoters shall not be entitled to transfer any of the Securities held by them,
without the prior written consent of the Investor Group, and subject to providing
the Investors with a right of first refusal over such Securities in the manner set out
herein, and provided the same is not transferred to a Competitor of the Business
of the Company.

(b) All shares of the Promoters shall be treated as ‘Restricted Shares’ during the Lock-
in Period. Upon termination of a Promoter’s employment for Cause’, then all the
shares of such Promoter (including Released Shares) shall be transferred to an
employee welfare trust at face value or to such other person as determined by the

Page 10 of 26
 Board. Upon termination of employment for any other reason, then all the
Restricted Shares of such Promoter shall be transferred to an employee welfare
trust or to such other person as determined by the Board.

(c) If any of the Shareholders (“Selling Shareholders”) propose to Transfer any of

the Securities held by them in the Company, either directly or indirectly, to any
third party, then the Selling Shareholder shall first offer such Securities (“Sale
Shares”) to the Investors by giving a written notice (hereinafter referred to as
“Offer Notice”). The Offer Notice shall state (i) the number of Securities proposed
to be Transferred (hereinafter referred to as the “Sale Shares”) and the number
and class of Securities the Selling Shareholder owns at that time on a Fully Diluted
Basis, (ii) the name and address of the proposed transferee (“Proposed
Transferee”), (iii) the proposed price, including the proposed amount and form of
consideration and material terms and conditions offered by the Proposed
Transferee, (iv) the proposed date of consummation of the proposed Transfer. The
total value of the consideration for the proposed Transfer is referred to herein as
the “Offer Price”. Such notice shall be accompanied by a true and complete copy
of all documents constituting the agreement between the Selling Shareholder and
the Proposed Transferee regarding the proposed Transfer.

(d) The Investors shall be entitled to respond to the Offer Notice by serving a written
notice (the “Offer Acceptance Notice”) on the relevant Selling Shareholders prior
to the expiry of 7 (seven) days from the date of receipt of the Offer Notice (the
“Offer Period”) specifying its acceptance to purchase the Sale Shares. If the
Investors exercises its right of first offer under this Clause 10.1, the relevant
Selling Shareholders shall Transfer the Sale Shares to the Investor as mentioned in
the Offer Acceptance Notice at the same price and on the same terms as are
mentioned in the Offer Notice. If the Company chooses not to exercise its right of
first offer under this Clause 10.1, the Company may choose to transfer this right to
all other Shareholders, provided, however, that any such transfer must occur
within the Offer Period. If the Shareholders also choose not to exercise their right
of first offer, then the Selling Shareholders may proceed with the Transfer with
the Proposed Transferee as per the terms provided in the Offer Notice.

(e) If the completion of any sale and Transfer contemplated in this Clause 10.1 does
not take place within a period of 30 (thirty) days following the expiry of each
relevant offer period under this Clause 10.1, then the Selling Shareholders’ right
to sell the Sale Shares to such Person shall lapse and the provisions of Clause 10.1
shall once again apply to the Sale Shares.

9.2 Tag-Along Right

(a) Subject to the lock-in provisions, in the event the Promoters sell their shares to a
third party, the Investors, in proportion their shareholding in the Company (on a
Fully Diluted basis), will have a right to sell its shares on the same terms as
mentioned in the Transfer Notice to the Proposed Transferee on a pro – rata basis.

(b) There shall be no restriction on the ability of the Investors to transfer all or any of
their Securities or any tag along right for the Promoters, except the restriction that
a transfer to a third party may proceed only if a simple majority of Shareholders of
the Company agree in writing about the moral character of the proposed
transferee/purchaser.

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 If such approval is not received within ten (10) days, it shall be deemed as
approved. “Simple majority” shall mean mathematical majority based on the
number of Shareholders and not as per the value of their shareholding. Such
majority approval may be evidenced in writing via letters or emails, and not
necessarily through a meeting of shareholders.

10 Notwithstanding anything to the contrary, all Securities of the Company acquired or

held by the Investors from time to time shall be freely transferable and assignable by the
Investors and its successors in interest without conditions or restrictions, provided,
such Transfer of Securities of the Company shall not be made to a Competitor of the
Company

11 EXIT RIGHT

The Promoters would work towards a plan that would give the Investors an exit, whole or
partial, by the 3rd anniversary of their investment. This can happen in the following ways:

11.1 The Promoters shall make efforts to arrange for an exit of the Investors through
acquisition of their Shares by a third party or where the Company decides to raise
subsequent rounds of funding, the Investors at their sole discretion, may decide to sell
their Shares to such third party at a mutually agreed price.

11.2 In the event that after completion of 36 months of date of the current investment, no exit
has been provided to the Investors as specified in Clause 11.1 above, the Investors will
have the unilateral right to sell their Shares to any third party. If such third party
requires additional shares in the Company, then the Investors shall have the right to
drag along and require the Promoters to sell some or all of their Shares at the same price
(or an equivalent price in case the sale is of CCPS) at which the Investors propose to sell
their Shares to such third party to enable such an exit.

11.3 If after a period of 3 years from the date of the investment, the Promoters have not been
able to execute an exit for the Investors, specified in Clause 11.1 above, and no third
party agrees to purchase the Shares as offered to them by the Investors under Clause
11.2 above, the Investors can, through a written notice, offer their Shares to the
Company and/or give the Promoters an option to purchase to provide them an exit by
buying back the shares at a Fair Value, determined by a mutually agreed independent
valuer.

Notwithstanding any of the above, in case the Promoters are able to provide a partial
exit opportunity then the same will be first offered to Investors, in proportion to their
shareholding in the Company (on a Fully Diluted basis).

11.4 Notwithstanding the provisions of this Clause 11, if twenty five percent (25%) or more of
the Shareholders decide to sell the shares held by them to any third party (hereinafter
the “Exiting Investors”), then such Exiting Investors shall have the right to drag along the
other Shareholders, including the Promoters, and those Shareholders shall be obliged to
transfer their Shares to such third party as identified by the Exiting Investors on terms
no less favorable than those offered to the Exiting Investors.

11.5 Support on Exit: Notwithstanding anything else stated herein, in connection with any
Transfer of Securities by the investors to any Person as part of an Exit or otherwise,
including, without limitation, pursuant to (i) its rights under this Clause 11, (ii) a
Liquidity Event, (iii) its Tag Along Right, or (iv) the occurrence of a public offering of the

Page 12 of 26
 Securities of the Company on a stock exchange, the Company and the Founders shall
extend all necessary cooperation for the effective transfer of such Investor Securities,
including by cooperating in any due diligence conducted and providing all necessary
indemnities, representations and warranties relating to the Company, its assets and the
Business as well relating to the Founders, as may be required, for effecting such
Transfer. It is clarified that, in case of any Transfer of Securities by Investor or
otherwise, even in case of a public offering of the Securities of the Company, Investor
shall only be required to provide customary warranties relating to clear title to its
Securities, and legal authority and capacity of Investor to transfer such Securities. The
Company shall bear all costs and expenses in connection with any Transfer of Securities
by the Investor.

12 RIGHT OF INSPECTION

12.1 The Investors shall, at all times, by giving a notice of at least 3 (three) days, be entitled
to carry out inspection of site, stores, accounts, documents, records, premises, and
equipment and all other property of the Company during normal working hours through
its authorized representatives and/or agents subject to execution of confidentiality and
non-disclosure agreements with the Company or the Investors at its own cost and the
Company shall use reasonable efforts to provide such information, data, documents,
evidence as may be required for the purpose of and in the course of such inspection in
connection therewith.

12.2 Notwithstanding the generality of Clause 12.1, the Company shall deliver to Investors
the following information:

a) Unaudited annual financial statements within 60 days and audited annual

financial statements within 90 days of financial year closing.

b) Unaudited quarterly (and year-to-date) financial statements within 30 days of

quarter ending.

c) Monthly management accounts highlighting business performance within 15

days of month end.

d) Annual operating plan for the financial year 15 days prior to the start of new
financial year.

e) Information regarding appointment or resignation of any member of the senior

management (i.e. reporting to the CEO and any other management team member
agreed on a case by case basis) within a maximum period of 7 (seven) working
days from the date of the appointment or resignation

In addition to the above Investors shall also have standard inspection rights, available to
investors in India.

12.3 Other than with respect to the delivery of audited annual and unaudited quarterly
financial statements, these provisions shall terminate upon a qualified IPO.

12.4 The Investors shall be entitled, at its own cost and expense, to consult with the statutory
auditors of the Company regarding the financial affairs of the Company. It shall be the
responsibility of the Promoters to ensure that the obligations under this Clause 12 are
given full effect.

13 INVALID TRANSFERS

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 The Company shall refuse to register any Transfer or other disposition of Securities
purported to be made by any Shareholder in breach of any of the provisions herein
contained. The Parties shall cause their nominees on the Board to cast their votes in
such a manner as to ensure that the Company registers all Transfers made in accordance
with this Agreement, and refuses to register a Transfer that is not in accordance with
this Agreement.

14 BORROWINGS & FUNDING

14.1 The Parties hereto expressly agree that in the event the Company proposes to borrow
funds from any Person, including but not limited to banks and financial institutions, the
Investors shall not be asked, or be required to give any warranties, letter of comfort or
guarantees, of any nature whatsoever for any loans or with regard to any aspect of the
business or functioning of the Company.

14.2 The Investors shall not be required to pledge their Securities or provide any support to
any Third Party, including but not limited to lenders of the Company.

15 REPRESENTATION AND WARRANTIES

15.1 Each Party represents to the other Parties hereto that:

(a) Such Party has the full power and authority to enter into, execute and deliver this
Agreement and to perform its obligations and the transactions contemplated
hereby and, if such Party is not a natural Person, such Party is duly incorporated
or organized with limited liability and validly existing under the Laws of the
jurisdiction of its incorporation or organization, having full corporate power and
authority to enter into and perform its obligations under this Agreement.

(b) The execution and delivery by such Party of this Agreement and the performance
by such Party of its obligations and the transactions contemplated hereunder has
been duly authorized by all necessary corporate or other action of such Party.

16 FINANCIAL ACCOUNTING AND AUDITS

16.1 Financial and accounting records

The Company shall maintain true and accurate financial and accounting records of all
operations in accordance with all relevant Indian statutory and accounting standards
and the policies from time to time adopted by the Board. The Financial Statements and
accounts of the Company shall be prepared in English and shall be audited on an annual
basis.

16.2 Statutory Auditors

The Company shall appoint an independent auditor.

17 OTHER COVENANTS

17.1 Compliance with Applicable Laws

The Promoters and the Company hereby undertake to ensure that all terms and
conditions of all applicable Laws regulating foreign investment and exchange control, as

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 prevalent from time to time, are complied with.

17.2 Insurance

(a) The Company shall take comprehensive liability, fire, earthquake, extended
coverage and other appropriate insurance coverage with respect to the Business
of the Company in a form and amount acceptable to the Investors; and

(b) The Company shall maintain adequate directors' and officers' liability insurance
for all the executive members of its Board, in a form and amount acceptable to the
Investors.

17.3 Good industry practices

The Company shall and the Promoters shall cause the Company to comply with
applicable Laws in the conduct of its business and affairs and shall conduct itself and
operate in accordance with good industry practices, the terms of applicable Laws, and
any approvals received in terms thereof.

17.4 Ethical Practices

The Company and its officers, Directors, employees and agents shall, and the Promoters
shall cause the Company to engage only in legitimate business and ethical practices in
commercial operations and in relation to Governmental Authorities. None of the
Company or any of its officers, employees or agents shall otherwise pay, offer, promise
or authorize the payment, directly or indirectly, of any monies or anything of value to
any government official or employee or any political party for the purpose of influencing
any act or decision of such official or of any Governmental Authority to obtain or retain
business, or direct business to any Person.

17.5 Annual Budget

The Annual Budget and Business Plan for each Financial Year shall be discussed and
approved by the Board, no later than 30 (thirty) Business Days before the beginning of
such Financial Year. Upon the occurrence of the Closing Date, the Promoters and the
Company shall take all steps necessary, including the exercise of their rights at General
Meetings and causing their nominee Directors to exercise their rights at meetings of the
Board, to ensure that the Company operates the Business in accordance with the terms
of the Annual Budget and the Business Plan agreed from time to time.

18 RELATED PARTY TRANSACTIONS

The Company and the Promoters hereby undertake that any transactions with related
parties shall be conducted at commercially justifiable terms and at an arm's length basis
after prior approval from 20% of Investors. The Investors may seek any documents as
may be required, in order to determine if the transaction is in the ordinary course of
business and at arm's length or not.

19 INTELLECTUAL PROPERTY RIGHTS

All the IP Rights arising out of the performance by the Company of its Business and the
inputs of the Key Employees in the course of their association with the Company, shall be

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 owned by the Company and all Parties will assist the Company in securing such IP Rights as
the Company may own by filing for appropriate protection under applicable Laws or
separate written agreement in the name of the Company. No Party to this Agreement will act
in any manner derogatory to the proprietary rights of the Company over such IP Rights .

20 TERMINATIONS AFTER CLOSING

20.1 This Agreement may be terminated by the Party specified below, by the issuance of a
notice in writing of at least 30 (thirty) days, upon the happening of any of the following
events, in the manner and to the extent stated below:

(a) with respect to a Party, upon such Party and their Affiliates ceasing to hold any
Securities (in the manner permitted hereunder);

(b) with respect to each Party hereto, on the Parties hereto agreeing in writing to
terminate this Agreement mutually.

20.2 The rights and obligations of the Parties under this Agreement, which either expressly
or by their nature survive the termination of this Agreement, shall not be extinguished
by termination of this Agreement.

20.3 The termination of this Agreement in any of the circumstances aforesaid shall not in any
way affect or prejudice any right accrued to any Party against the other Parties, prior to
such termination.

21 CONFIDENTIALITIES

Each Party shall keep all information relating to other Party, information relating to the
transactions herein and this Agreement (collectively referred to as the “Information”)
confidential. None of the Parties shall issue any public release or public announcement
or otherwise make any disclosure concerning this Agreement and/or the transactions
herein, without the prior written approval of the other; provided however, that nothing
in this Agreement shall restrict any of the Parties from disclosing any information as
may be required under applicable Law subject to providing a prior written notice of 10
(ten) Business Days to the other Parties. Subject to applicable Law, such prior notice
shall also include (a) details of the Information intended to be disclosed along with the
text of the disclosure language, if applicable; and (b) the disclosing Party shall also
cooperate with the other Parties to the extent that such other Party may seek to limit
such disclosure including taking all reasonable steps to resist or avoid the applicable
requirement, at the request of the other Parties.

22 GOVERNING LAW

This Agreement and the relationship between the Parties hereto shall be governed by,
and interpreted in accordance with, the laws of India. Subject to Clause 23, the courts in
New Delhi, India shall have exclusive jurisdiction over all matters arising pursuant to
this Agreement.

23 DISPUTE RESOLUTION

23.1 If any dispute or difference arises between any of the Parties hereto during the
subsistence of this Agreement or thereafter, in connection with the validity,

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 interpretation, implementation or alleged material breach of any provision of this
Agreement or regarding any question, including the question as to whether the
termination of this Agreement by any Party hereto has been legitimate, the Parties
hereto shall endeavour to settle such dispute amicably. The attempt to bring about an
amicable settlement is considered to have failed as soon as one of the Parties hereto,
after reasonable attempts which attempt shall continue for not less than 30 (thirty)
days, gives 30 (thirty) days' notices thereof to the other Party in writing.

23.2 All disputes, differences or claims arising out of or in connection with this Agreement
including, any question regarding its existence, validity, construction, performance,
termination or alleged violation which is not resolved under Clause 23.1 shall be
resolved by binding arbitration.

23.3 The venue for such arbitration shall be in New Delhi, India and all proceedings shall be
conducted in the English language.

23.4 The Parties shall be entitled to jointly nominate 1 (one) arbitrator who shall be the
chairperson of the arbitral tribunal.

23.5 Such arbitration shall be conducted in accordance with the provisions of the Indian
Arbitration Conciliation Act, 1996, as amended from time to time. The language of the
arbitration shall be English. Any arbitration award by the arbitral tribunal shall be final
and binding upon the parties, shall not be subject to appeal.

23.6 A Party seeking to commence arbitration under this Clause shall first serve a written
notice, specifying the matter or matters to be so submitted to arbitration, on the other
Party hereto.

23.7 All claims and counterclaims shall, to the extent such claims or counterclaims are known
at the time any arbitration is commenced, be consolidated and determined in the same
arbitration proceeding.

23.8 Deposits to cover the costs of arbitration shall be shared equally by the Parties thereto.
The award rendered by the arbitrator or arbitrators shall, in addition to dealing with the
merits of the case, fix the costs of the arbitration and decide which of the Parties shall
bear such costs or in what proportions such costs shall be borne by the Parties hereto.

23.9 The award rendered by the arbitrator or arbitrators shall be final and conclusive on all
Parties to this Agreement, whether or not such Parties have taken part in the arbitration,
and shall be subject to forced execution in any court of competent jurisdiction.

23.10 Each Party shall co-operate in good faith to expedite (to the maximum extent
practicable) the conduct of any arbitral proceedings commenced under this Agreement.

23.11 Nothing shall preclude either Party from seeking interim or permanent equitable or
injunctive relief, or both, from the competent courts, having jurisdiction to grant relief
on any disputes or differences arising from this Agreement. The pursuit of equitable or
injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy
(including for monetary damages) through the arbitration described in this Clause 23.

24 DEFAULT AND MATERIAL ADVERSE CHANGE

In the event of default, misrepresentation, breach of warranty or covenant by the

Company or the Promoters, or in the event of fraud, misdemeanour, claim or dispute

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 arising out of the actions of the Company or the Promoters that results in the loss of
25% of the Company's net worth, the Investors shall have the right to sell their Shares to
any third party and drag the Promoters along in such sale if required for the sale to be
effective. Or if they so choose, the Investors can continue to remain a Shareholder
without having any obligations under this contract (except for those obligations
pursuant to Confidentiality and Dispute Resolution).

Further, the Investors can seek indemnity jointly and severally from the Promoters and
the Company for any loss suffered by them due to any liability, claim or prosecution
arising out of any action or act of omission that has occurred before the Closing Date.

25 MISCELLANEOUS

25.1 Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of
any prior, concurrent or subsequent breach of the same or any other provisions hereof,
and no waiver shall be effective unless made in writing and signed by an authorised
representative of the waiving Party.

25.2 Cumulative Rights

All remedies of either Party under this Agreement whether provided herein or
conferred by statute, civil law, common law, custom, trade, or usage are cumulative and
not alternative and may be enforced successively or concurrently.

25.3 Notices

Notices, demands or other communication required or permitted to be given or made

under this Agreement shall be in writing and delivered personally or sent by prepaid
post with recorded delivery, or email addressed to the intended recipient at its address
set forth below, or to such other address or email number as a Party may from time to
time duly notify to the others. All notices or formal communications under or in
connection with this Agreement shall be in the English language.

(a) If to the Company:

Name:

Address:

Attention:

Email:

(b) If to Promoters:

Name:

Address:

Email:

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 (c) If to the Investors,

Name:

Address:

Attn:
Email:

25.4 Severability

(a) Each and every obligation under this Agreement shall be treated as a separate
obligation and shall be severally enforceable as such in the event of any obligation
or obligations being or becoming unenforceable in whole or in part.

(b) To the extent that any provision or provisions of this Agreement are
unenforceable they shall be deemed to be deleted from this Agreement and any
such deletion shall not affect the enforceability of the remainder of this Agreement
not so deleted provided the fundamental terms of this Agreement are not altered.

26.5 Amendment/Variation

No amendment or variation of this Agreement shall be binding on any Party unless such
variation is in writing and duly signed by all the Parties.

26.6 No Assignment

Subject to the provisions of this Agreement, this Agreement is personal to the Parties
and shall not be capable of assignment by either of Party.

25.7 Conflict with Articles

In the event of any conflict between the terms of this Agreement and those of the
Articles, as amongst the Parties hereto, and the Company, to the extent permitted by
Law, the terms of this Agreement shall prevail over the Articles and the Parties shall
take all such steps as are within their powers, to ensure that the terms and conditions of
this Agreement are adhered to, and to the extent possible under the relevant Laws effect
such amendments or alterations to the Articles of the Company to carry out the
conditions of this Agreement in letter and in spirit.

25.8 Entire Agreement

(a) This Agreement constitutes the whole agreement between the Parties relating to
the subject matter hereof and supersedes any prior arrangements, whether oral or
written, relating to such subject matter.

(b) No Party has relied upon any representation or warranty in entering this
Agreement other than those expressly contained herein.

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25.9 Relationship

(a) None of the provisions of this Agreement shall be deemed to constitute a

partnership between the Parties hereto and no Party shall have any authority to
bind or shall be deemed to be the agent of the other in any way.

(b) The Parties hereto have agreed that their respective rights and obligations with
regard to their business relationship between them inter se and with the Company
will be interpreted, acted upon and governed solely in accordance with the terms
and conditions of this Agreement and the Articles.

25.10 Counterparts

This Agreement may be executed in any number of originals or counterparts, each in the
like form and all of which when taken together shall constitute one and the same
document, and any Party may execute this Agreement by signing any one or more of
such originals or counterparts.

25.11 Further Assurance

(a) The Company shall, at any time and from time to time upon the written request of
the Investors:

1. promptly and duly execute and deliver all such further instruments and
documents, and do or procure to be done all such acts or things, as the
Investors may reasonably deem necessary or desirable in obtaining the full
benefits of this Agreement and of the rights and ownership herein granted;
and

2. do or procure to be done each and every act or thing which the Investors
may from time to time reasonably require to be done for the purpose of
enforcing the Investors' rights under this Agreement.

25.12 All Securities held or acquired by the Investors or their Affiliates (as the case may be)
shall be aggregated together (on a Fully Diluted Basis) for the purpose of determining
the availability of any rights under this Agreement. Where an exact number of shares of
any class or series is specified in any provision of this Agreement for any purpose, such
number shall be automatically and proportionally adjusted to account for any share
splits, share dividends, recapitalizations, or like events affecting all shareholders of that
class and series.

26. 1 All Major terms and conditions as agreed in the term sheet are listed in Annexure-1.

26.2 Share Holding Pattern Pre & Post Investment by Ginserv are Listed in Annexure-2 &
Annexure-3.

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IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first
above written.

Signed and delivered for and on behalf of Signed and delivered for and on behalf of:

duly represented through its authorised

representative By :
By :
Name :

Title : Director
Name :
Date :
Date :

Witness :
Witness :
Name :
Name :

Page 21 of 26
 Annexure I: TERMS AND CONDITIONS AS PER TERM SHEET

Business _ _ _ _ _ _ _ is a startup focused on Business of bringing

innovative ideas that aims to revolutionize in the field of
education and beyond. The company is reimagining the
traditional system of printed books and notebooks to usher in
the new digital era of multi-functional unified e-book and e-
notebook devices.
Promoters ________
______ __
Investment Amount The Investors will make an Investment of INR _ _ _ _ _ _ _ _
Indian National Rupees _ _ _ _ _ _ _ _ _Only) in equal
tranches.
Type of Instrument Ordinary Equity shares shall be issued against the investment
of INR _ _ _ _ _ _ _ _(INR _ _ _ _ _ _ only) . No of shares shall be
issued against this investment.
Valuation The investment made at an Pre-Money Valuation of INR _ _ _
Co (INR _ _ _ _ _ _ _ _ _ RUPEES) for
Pre-financing As per the Exhibit 1
capitalization and
Shareholding
Disbursement of The investor shall disburse its investment in two tranches
Investment and subject to the following conditions precedent being fulfilled:
conditions precedent 1. The Satisfactory legal and financial due diligence of the
to investment Company;
2. Execution of the share subscription and shareholder
agreement (SSHA) and related documents.
3. Achievement of certain milestones as identified by the
new investors
Post-financing As per the Exhibit 2
capitalization and
Shareholding
Voting Rights Each Shareholder (including founders) shall have voting
rights in respect of all the shares held by them, the voting
rights of the shareholders shall be as defined in Companies
Act, 2013.
Reserve Matters The Company will not without the Seed investor’s prior
majority approval either directly through a Board or
shareholders meeting or by amendment, merger,
consolidation, or otherwise decide on the following matters
(“Reserved Matters”)
(i) Liquidate, dissolve or wind-up the affairs of the
company or effect any liquidation Event
(ii) Amend, alter or repeal any provision of the
Company’s Charter Documents in any manner
(iii) Create or authorize the creation of or issue any

Page 22 of 26
 other security convertible into or excersiable for
any equity security having rights, preferences or
privileges senior to the seed shares
(iv) Purchase or redeem or pay any dividend on any
capital stock prior to the seed shares or
(v) Create or authorize the creation of any debt
security
(vi) Major decision such as mergers, acquisitions,
capital restructuring, raising loans other than
normal working capital/term loan,
deciding/changing accounting policies, setting up
subsidiaries of the company notwithstanding the
above, the investor will have the right to vote on all
the matters requiring shareholders’ approval.
Restriction on All shares held by each founder will be subject to
Founders shares restrictions(“Restricted Shares”) for one year( Lock-in
Period) starting from the closing date

The founders may however Transfer their shares to a third

party during the lock-I period subject to the prior written
approval of the investors and right of first refusal or tag along
right.
Right of Pre-emption The Investor along with previous investors shall have a pro
rata right to participate In any future issue of shares by the
company and to retain their shareholding on a fully diluted
basis in the company and the same terms and
conditions(including price) as offered to the other
shareholders/party(s).provided that if the future issues by
the company are at valuation lower than the current
valuation then the investors shall be eligible for retaining
their holding in percentage terms, however if the future
issues are at a valuation higher than the current valuation
then the investors holding shall be diluted in pro rata basis.
Right of first Refusal Subject to the promoter lock in, in the event any of the
promoter or any other shareholders intend to sell all or part
of their shareholding in the company to a third party (“selling
shareholder”) then such selling shareholders shall first offer
their shares to the investors (“Non-Selling Shareholders”) at
the same price as they have offered to the third party. The
Non-selling shareholders at their sole discretion shall have
the right to purchase shares in proportion to their inter
shareholding in the company.
Tag-Along Right Where a founder proposes to sell any of his shares in the
company to a third party and the investors do not exercise
their right of first refusal, each seed investor shall at his
option and in lieu of the Right of first Refusal have a pro-rata
right(“Tag-Along Right”) to sell their shares on a proportional
equal to their shareholding percentage, in the transfer on the
same terms as specified in the transfer notice, more

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 specifically defined in definitive agreement. It is hereby
clarified that any transfer of shares by any of the investors
shall not subject to any tag along rights.
Transfer by investors There will be no restriction on the ability of the investors to
transfer all or any of the seed shares, except the restriction
that the a transfer to a third party may proceed only if a
simple majority of shareholders of the company agree in
writing about the moral character of the proposed
transferee/purchaser. If such approval is not received within
ten (10) days, it shall be deemed as approved “simple
majority” shall mean mathematical majority based on the
number of shareholders. For example if the company has a
total of 10 shareholders in all, a simple majority shall mean 6
shareholders. Such majority approval may be evidenced in
writing via letters or emails and not necessarily through a
meeting of shareholders.
Exit to Investor The Company and the founders agree to work towards
creating liquidity for the seed shares purchased by seed
investor either by way of a strategic sale, share buyback or
other liquidation event that is applicable to the seed investor,
more specifically defined in the Definitive Agreement.
Valuation Protection If the company offers any securities to any third party at a
later date including any advisory/sweat equity or allotment of
any equity for consideration other than in cash, whether or
not an independent valuation has been done for the allotment
of such equity) at a valuation lower than the valuation paid by
the seed investor, the company will issue to seed investor
additional shares either at no additional cost to the seed
investor or such lowest possible price at which the share may
be issued as per the applicable law in order to equate the
adjusted cost per share of the subscription amount to the
price to be paid by the new offeree.
Reports Investors will finalize the reporting requirements and
frequency in discussion with company.

Inspection & Investors shall have a right to reasonable inspection of

Information Rights regular books of accounts including but not limited to
inspection of any financial record, statement, memorandum
record, financial statements, statutory filings and all other
reports excluding confidential documents having bearing on
the valuation of the company.
Other covenants a) The company shall modify the memorandum and
articles of association in consultation with the
investors to retain the definitive agreements
b) The investors shall receive standard information
including audited financial reports, unaudited
quarterly financial reports, annual budget and
business plan, board packages as well as standard
audit/inspection rights. All other information which

Page 24 of 26
 the investors may reasonably require will be provided
by the company within 15 days of receipt of notice
requesting such information.
c) Standard financial reports shall be sent to the
investors on the board on quarterly basis.
Indemnification The Company will indemnify all the investors to the fullest
extent permissible by law against all losses and damages
suffered or incurred (including reasonable attorney fee)
jointly and severally, arising out the acts exclusively by the
founders of the company only.
Closing and Closing The parties will work towards achieving completion of the
date First tranche (closing) by _ _ _ _ _ _ _ _ _ _ subject to meeting all
conditions precedent and Second Tranche will be invested
with within 6 months from the first tranche investment,
subject to meeting the agreed milestones. Actual closing will
be subject to satisfaction of customary closing conditions
including the conditions precedent listed in the Definitive
Agreement (“Conditions precedent”). In any event the closing
date will be no later than 7 days form the satisfaction or
waiver by the investor of all conditions precedent.
Expenses Expenses for diligence and closing to be borne by the
company
Confidentiality The terms and conditions of this terms sheet and the
investors financing shall be confidential information and the
company or founders shall not disclose the same to any third
party unless approved in writing by the investors.
Exclusivity After Signing the terms sheet the company and founders
undertake that they shall not for a period of 60 days severally
or jointly, directly or indirectly approach other investors
solicit any offers, engage in any discussions or enter into any
agreements or commitments with respect to equity or equity
linked investment in the company that does not involve the
investor.
Validity The term sheet will expire if not Signed before _ _ _ _ _ _ _ _.

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 Annexure -2

Shareholding Pattern as on 29.09.2021

S. No Class Name of No of Value Total % Of
Shareholders shares Per Capital Share
Share
1
2
3
4
Total

Annexure -3

Shareholding Pattern post Investment by Ginserv

S. No Class Name of No of Value Total % of
Shareholders shares Per Capital Share
Share
1
2
3
4
5
Total

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