Client Memo

To: Sahyog India Private Limited

From: TC 169
Date: 03.09.23
Subject: Investment Agreement with Upright Capital - Drafting Considerations
I hope this message finds you well. I have carefully reviewed your instructions and concerns
regarding the proposed investment agreement with Upright Capital. Here's a summary of the key
points to address in the draft Investment Agreement:
1. Detailed Terms and Conditions of CCDs: We will incorporate comprehensive terms and
conditions related to the compulsorily convertible debentures (CCDs) in the Investment Agreement.
This will include specifics on the conversion trigger events, conversion ratio, conversion mechanics,
and any other relevant details.
2. Commitment for Additional Investment: The draft includes a provision seeking commitment
from Upright Capital to provide additional funding to Sahyog when needed, at a mutually acceptable
valuation and in case of non-acceptance, right to seek funding from other investors.
3. Restricting Investment in Competitors: This clause will address your concerns about Upright's
investments in competitors allowing Sahyog to propose a list of competitors with fall-away rights
for Upright in case of violations.
4. Protection of Sensitive Information: The draft will include robust provisions, including a
standalone NDA, to limit the information Upright can request as an investor and to safeguard
Sahyog's confidential information.
5. Employee and Client Non-Solicitation: We will draft clauses to prohibit Upright from directly
approaching Sahyog's key employees and clients, except as strictly required to implement the
agreement.
6. Limitation of Liability: The draft will make it clear that Sahyog and the Promoters shall not be
liable for damages exceeding the investment amount including provisions regarding double dipping.
7. NBFC License: This clause shall ensure that investors undertake to comply with RBI guidelines
for foreign investments, disclosures, capitalization norms, and cooperate with Sahyog in securing
and maintaining an NBFC license.
8. Board Composition: The draft will reflect the desired board composition, with Promoters and
Sahyog retaining control.
9. Protection of Promoters' Interests: We will draft clauses addressing unvested shares of
Promoters in the event of a good leaver or bad leaver situation and pre-emptive rights for Sahyog to
buy Upright's securities.
10. Inspection and Information Rights: The draft will incorporate clauses to specify the
frequency, subject matters, and cost of inspections by Upright, with a focus on avoiding unnecessary
burden on Sahyog.
11. Representations and Warranties: We will limit representations and warranties, minimize
potential outgo if Upright claims damages.
12. Affirmative Voting Rights (AVM): A clause will be included to grant AVM to Upright, limited
to important policy decisions, with a carve-out for management and operations, especially for
Sahyog's subsidiary, Sanjog.
13. Dispute Resolution: The agreement will specify arbitration as the method for dispute resolution,
with the seat of arbitration in Bengaluru, India and Indian governing laws.
14. Deed of Adherence: We will draft a Deed of Adherence for the transfer of securities from
Upright to third parties.
15. Other Rights: The draft will include clauses concerning other rights granted to parties, ensuring
a balance of interests.
Please note that the above points will be incorporated into a comprehensive Investment Agreement
tailored as per specific needs. For any further questions or additional clarifications, please do not
hesitate to reach out.
Best regards
TC169 (Legal Associates)
 INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (the "Agreement") made at Bengaluru is entered into on

5th Day of September, 2023

BY AND BETWEEN:

PARTIES

1. SAHYOG INDIA PRIVATE LIMITED, a company incorporated under the Companies Act,
1956, having its registered office at 11 Mangladas, Bengaluru, India, represented herein by its
authorized signatories, hereinafter referred to as the "Company" or "Sahyog" whereas Mr.
Nikhil Jhaveri & Mr. Kamta Prasad hereinafter referred to as "Promoters.".

AND

2. UPRIGHT CAPITAL, a Venture Capital Fund having its principal place of business at USA,
with its registered office at 20 New Jersey, USA hereinafter referred to as "Investor" or
"Upright".

RECITALS

1. Sahyog seeks to enter into an investment agreement with Upright Capital, USA based
Venture Capital Funding company.
2. Upright Capital is willing to enter into this agreement to provide to Sahyog INR 10
Crore investment.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein,
the Parties hereto agree as follows:

1. DEFINITION CLAUSE
 Clause, schedule and paragraph headings shall not affect the interpretation of this
agreement. The phrase “This agreement” herein refers to Investment agreement
 A person includes a natural person, corporate or unincorporated body(whether or not
having separate legal personality) and that person's legal and personal representatives,
successors and permitted assigns.
  The schedules form part of this agreement and shall have effect as if set out in full in the body
of this agreement. Any reference to this agreementincludes the schedules.
 Any phrase introduced by the terms “including”, “include”, “in particular “or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms.

2. INVESTMENT

2.1 Issuance of CCDs: The Company shall issue to the Investor 10,00,000 compulsorily
convertible debentures (CCDs) of face value INR 100 each for a total investment amount of INR
10,00,00,000 (Indian Rupees Ten Crores).

2.2 Terms and Conditions of CCDs: Detailed terms & conditions of CCDs including nominal no.
of equity shares are attached hereto as Appendix A.

2.3 Completion of the investment shall take place on the Completion Date i.e., 5th day of October 2023.
2.4 The Company warrants Investor that, on the date of this agreement and on Completion,
the Company shall by passing the Resolutions, be entitled to allot Shares to Investor.
2.5 Commitment for Additional Funding: The Investor commits to provide additional
investment when required by the Company at mutually acceptable valuations. In case the
Investor is unable or unwilling to commit more funding, the Promoters shall have the
right to bring in other investors, even if it results in dilution of the Investor's stake in the
Company.

3. NON-COMPETITION

3.1 Each Founder shall not without the prior written consent of the Company at the time whilst
he is a director or employee of, or a consultant to, the Company and during the Restricted
Period engage or be concerned or interested in any capacity with any business which
competes or will compete with the business of the Company. (List of competitors annexed
as Appendix A)

3.2 Each Founder acknowledges that the foregoing provisions of this clause are fair, reasonable and
necessary to protect the goodwill and interests of the Company.

3.3 If any of the restrictions or obligations of this clause is held to be invalid or unenforceable
but would be valid or enforceable if any part were deleted then such restrictions or obligations
shall apply with such deletions.
3.4 If any of the clause is declared invalid or unenforceable by any court of competent
jurisdiction, all other parts of this clause shall remain in full force and effect and shall not be
affected thereby.

4. ACCOUNTING AND INFORMATION RIGHTS

4.1 The Company and the Founders shall procure to maintain accurate and complete accounting
and other financial records at all times.
4.2 The Company and the Founders shall procure/prepare such business and financial information
in such format as the Investor reasonably requests and shall send copies to the Investor.
4.3 The audited accounts of the Company including audit and management letters shall be
completed, approved and delivered to the Investor after the end of the accounting period.
4.4 The Company shall provide the Investor promptly with the information concerning the
Company and its business as the Investor may reasonably require from time to time for
tax, legal or regulatory purposes or to monitor their investments in the Company.

5. CONFIDENTIALITY AND ANNOUNCEMENTS

5.1 Except as provided elsewhere in this agreement, and excluding any information which is in
the public domain (other than through the wrongful disclosure of any party), or any party is
required to disclose by law, each party agrees to keep information confidential.

5.2 Confidential information relating to the Company (including any Intellectual Property, and all
other documentary records pertaining to the Company or its business affairs and finances.

6. EMPLOYEE AND CLIENT NON-SOLICITATION

6.1 Non-Solicitation of Employees and Clients: The Investor expressly agrees that, during the
term of this Agreement and for a period of one year following its termination, they will not
approach, entice, solicit, or engage in any communication or activity with the intent to persuade
any key employees or clients of the Company for any purpose other than what is strictly required
to give effect to this Agreement. Any violation of this provision gives the Company the right to
seek injunctive remedies.

7. LIMITATION OF LIABILITY
7.1 Limitation of Damages: The Company and the Promoters shall not be liable to provide
damages of any nature exceeding the investment amount. The representations, warranties, and
indemnification obligations of the Promoters are limited as set forth in Appendix A.

7.2 Double Dipping Restriction: The Investor shall agree not to receive or accept any
overlapping compensation or advantages for any action or investment related to this Agreement
from any source. Company is entitled for reimbursement in case of violation of this provision.

8. NON-BANKING FINANCIAL COMPANY (NBFC) LICENSING

8.1 NBFC License: The Investor shall undertake to comply with any terms and conditions laid
down by the RBI in respect of foreign investments, disclosures, capitalization norms, etc., and
cooperate with Promoters and other stakeholders in securing and maintaining a NBFC license.

9. THE BOARD

9.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with
this agreement. Promoters and the Company shall retain the control over the board at all
times.
9.2 The Investor shall have one nominee on the Board.
9.3 The Company retains the sole right to nominate the Chairman, Managing Director, Chief
Executive Officer, Chief Operating Officer, and other CXOs. The Investor may be informed
and consulted on such appointments but shall not have veto power.

10. PROMOTER SHARES AND EXIT

10.1 Protection of Promoter Interests: Clauses protecting the interests of the Promoters in the
event of a good or bad leaver situation, including pre-emptive rights to buy the Investor's
securities and Valuation methodologies for different circumstances are outlined in Appendix B.

11. INSPECTION AND INFORMATION RIGHTS

11.1 Inspection and Information Rights: The Company shall provide the Investor with the right to
conduct reasonable inspections related to audit reports, with costs borne by the Investor.

12. REPRESENTATIONS AND WARRANTIES

12.1 Limitation of Representations and Warranties: Detailed representations and warranties,

minimizing potential outgo are provided in Appendix A.
13. AFFIRMATIVE VOTING RIGHTS (AVM)

13.1 AVM Limitations: It shall be limited to important policy decisions and shall not interfere
with day-to-day operations and management including veto rights for management and
operations of Sanjog, as it being a separate legal entity.

14. GOVERNING LAW AND JURISDICTION

14.1 This agreement and any dispute or claim arising out of or in connection with it or its subject
matter (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the law of India

14.2 Arbitration: Any dispute arising out of this Agreement shall be subject to arbitration in
Bengaluru, India, in accordance with the rules of the Indian Arbitration and Conciliation Act,
1996.

15. DEED OF ADHERENCE

15.1 Deed of Adherence: Attached in Appendix C.

16. OTHER RIGHTS

16.1 Intellectual Property

 The Founders hereby unconditionally and irrevocably assign the Company absolute title,
guaranteeing all its right and to the Intellectual Property used including but not limited to
the absolute entitlement to any registrations granted pursuant to any patent, registered
design or trade mark applications;
 all goodwill attached to Intellectual Property used by or material to the business.
 the right to bring any actions and obtain relief in case of any infringement, or any
other cause of action arising from ownership, of any of Intellectual Property used.

16.2 Binding Agreement and Assignment: This Agreement shall be binding upon the
parties and their respective successors. Neither party may assign any of its rights or
obligations under this Agreement to any individual or entity without the express written
consent of the other party.
16.3 Entire Agreement, Headings, and Modification: This Agreement contains the entire
understandings of the parties with respect to the subject matter herein, and supersedes all
previous
agreements, negotiations and discussions. The descriptive headings are inserted for convenience
only and shall not control or affect the meaning or construction of any provision hereof.

16.4 Waiver: The waiver by either Party of the breach of any covenant or provision in this
Agreement shall not operate or be construed as a waiver of any subsequent breach by either
party.

16.5 Severability: In the event a court of competent jurisdiction declares any term or provision
of this Agreement to be invalid or unenforceable for any reason, this Agreement will remain in
full force and effect, and either: (a) the invalid or unenforceable provision(s) will be modified to
make such provision(s) valid and enforceable; or (b) if such a modification is not possible, such
invalid or unenforceable provision(s) will be treated as they were not a part of this Agreement.

16.6 Counterparts: This Agreement may be executed in any number of counterparts, all of
which will constitute one and the same instrument, and will be an original of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
above written.

SAHYOG INDIA PRIVATE LIMITED UPRIGHT CAPITAL

Signature: Signature:

Name: [Authorized Signatory Name] Name: [Authorized Signatory Name]

Title: [Authorized Signatory Title] Title: [Authorized Signatory Title]

Date: Date:
APPENDICES

Appendix A: Details of the Company and Terms and Conditions of CCDs, Representation,
Warranties and Indemnification.

Appendix B: Valuation Methodologies for Promoter Shares and Exit, Preemptive rights.

Appendix C: Deed of Adherence, Non-Disclosure Agreement.

Appendix A

1. Details of the Company

a. The Promoters
Name of Promoters Address of Founder
Mr. Nikhil Jhaveri 88 Link Road, Bangalore, India 530089
Mr. Kamta Prasad 102 Ring Road, Bangalore, India 530089

b. The Investor
Name of Investor Address of Investor
Upright Capital 1 St Katherine’s Way, New York, USA

c. Company details
Name Sahyog India Pvt. Ltd.

Company Number 170212

Date of incorporation 17th July 2023

Registered office 11 Mangladas, Bengaluru, India

Share capital 50 Crore

Shareholders 75

TOTAL 75

Directors Address
 1. Mr. Nikhil Jhaveri 88 Link Road, Bangalore, India 530089

2. Mr. Kamta Prasad 102 Ring Road, Bangalore, India 530089

Foreign law legal advisers Mr. John Bukouski

2. TERMS AND CONDITIONS OF COMPULSORILY CONVERTIBLE DEBENTURES

(CCDs)

2.1 Conversion of CCDs

2.1.1 The CCDs shall be compulsorily convertible into equity shares of the Company at a
mutually agreed conversion ratio of 2:1 upon the occurrence of any of the following Trigger
Events:

a) A qualifying fundraising round in which the company raises at least INR [50 lakhs] from
outside investors.

b) At the Investor's option following a minimum lock-in period of [18 months] from the date of
issuance of the CCDs.

2.1.2 The conversion ratio is mutually agreed by both the parties at 2:1. In absence of mutual
agreement, an independent valuation expert shall be appointed and their decision shall be
binding.

2.1.3 Upon conversion, the Investor shall be entitled to receive equity shares in the Company,
the nominal number of which shall be sufficient to enable the Investor to participate in
Shareholders' meetings of the Company.

2.2 Non-Transferability and Redemptions of CCDs

2.2.1 The CCDs issued to the Investor shall not be transferable, except as provided in the Deed
of Adherence.

2.2.2. Any permitted transfer of CCDs shall be subject to compliance with all applicable
securities laws and regulations
2.2.3 The CCDs shall not be redeemable at the option of the Investor or the Company before
conversion, except as specified in the event of the liquidation or winding up of the Company as
defined in Section 2 of this Agreement.

2.3 Transfer Restrictions

2.3.1 The Investor agrees not to transfer, sell, pledge, or otherwise dispose of the CCDs to any
third party without the prior written consent of the Company.

2.3.2 In the event of any proposed transfer, the Investor shall provide the Company with the
details of the proposed transferee and the Company shall have the right of first refusal to
purchase the CCDs on the same terms and conditions as offered by the proposed transferee.

2.4 Representation and Warranties

2.4.1 Representation by the Investor: The Investor represents and warrants that:

(a) It has full power and authority to enter into this agreement and perform its obligations herein.
(b) It is aware of the requirements of the Reserve Bank of India (RBI) for obtaining and
maintaining an NBFC license.

(c) It agrees to comply with all applicable laws, regulations, and guidelines issued by the RBI
and any other competent authority in relation to the investment in the NBFC.

(d) It will cooperate with Promoters and other stakeholders in securing and maintaining the
NBFC license & promptly disclose any information requested in relation to the investment and
NBFC operations.

3. Compliance with RBI Regulations: The Investor further represents and warrants that it will:

(a) Comply with any foreign investment restrictions, guidelines, and conditions imposed by the
RBI from time to time & maintain the prescribed capital adequacy ratio at all times.

(b) Provide all necessary information and documentation required by RBI for ensuring
compliance with foreign investment norms, disclosure requirements & capitalization norms.

4. Indemnification: The Investor agrees to indemnify, defend, and hold harmless the Promoters
and other stakeholders against any losses, damages, costs, or liabilities arising out of its failure to
comply with the representations, warranties, and obligations set or any violation of the applicable
laws, regulations, or guidelines.

5. Restrictions on Investment: The Investor agrees not to invest in any of the following
proposed competitors of Sahyog, during the term of this Agreement:

Apex Innovations Elite Enterprises Vanguard Ventures

Summit Solutions Pinnacle Providers Top Tier Technologies
Premier Partners Optimum Operations Stellar Strategies
Prime Performers Touch Sky Ventures Printech Co Pvt Ltd.
5.1 The Company shall have discretion to revise this list from time to time to account for market
dynamics, by providing written notice to the Investor.
5.2 Fall-away Rights: Any violation of the restrictions on investment in competitors shall lead
to the following fall-away rights for the Investor:
a) Loss of certain information rights & Limitation of affirmative voting rights.
b) Right to initiate compulsory buyback of Investor's securities by the Company at fair
market value.

Appendix B

1. Valuation Methodologies for Promoter Shares and Exit, Preemptive rights

1. The valuation of promoter shares shall be determined by an independent valuer appointed by

the company & shall be based on the fair market value of the shares.

3. The exit price shall be subject to a minimum lock-in period of one year for foreign
shareholders, or as prescribed under FDI for certain sectors & the pricing guidelines prescribed
by RBI must be complied with & exit price shall be determined based on the fair market value by
appointed valuer.

4. The termination payments, if any, shall be computed using the contract value method, formula
approach, or indemnification technique & promoter entity shall not without prior consultations
with the investors, enter into any transaction that is detrimental to the interests of the investors.

5.Each Investor shall have a preemptive right to purchase its pro rata share, equal to the ratio of
2:1, for the shares that the Company may propose to sell and issue after the date of this
Agreement.
 Appendix C

Deed of Adherence:

THIS DEED is made the 20th day of August by Sahyog India Pvt. Ltd.

WHEREAS

By transfer dated, 30th Day of August 2023, by Transferor Rohan transferred to Nick Transferee
resident of 55 Newyork lane, USA shares of Company Sahyog Pvt Ltd.

This deed is entered into in compliance with the shareholders agreement dated 27 th day of August
2023.

NOW THEREFORE IT IS HEREBY AGREED as follows:

The Transferee/Subscriber hereby agrees to assume the benefit of the rights of the Transferor
under the Investment Agreement in respect of the Transferred/Subscribed Shares and hereby
agrees to assume and assumes the burden of the Transferor’s obligation under the Investment
Agreement to be performed after the date hereof in respect of the Transferred/Subscribed Shares.

The Transferee/Subscriber hereby agrees to be bound by the terms of the Investment Agreement
in all respects as if the Transferee/Subscriber were a party to the Investment Agreement as a
New Investor/an Investor (and will be deemed to be designated herein as such) and to perform:
all the obligations of the Transferor in that capacity thereunder; and all the obligations expressed
to be imposed on such a party by the Investment Agreement

All obligations expressed to be imposed on such a party by the Investment Agreement, to be

performed on or after the date hereof.

This deed is made for the benefit of the parties to the Investment Agreement; and any other
person or persons who may after the date of the Investment Agreement (and whether or not prior
to the date hereof) have assumed any rights or obligations under the Investment Agreement and
be permitted to do so by the terms hereof;

and this deed shall be irrevocable without the consent of the Company acting on their behalf in
each case only for so long as they hold any shares in the capital of the Company.
For the avoidance of doubt, nothing in this deed shall release the Transferor from any liability in
respect of any obligations under the Investment Agreement due to be performed prior to the date
hereof.

None of the Shareholders makes any representation or warranty or assumes any responsibility
with respect to the legality, effectiveness, adequacy or enforceability of any of the Investment
Agreement (or any agreement entered into pursuant thereto);

or

makes any representation or warranty or assumes any responsibility with respect to the content of
any information regarding the Company or any member of its group or otherwise relating to the
[acquisition] / [subscription] of shares in the Company;

or

assumes any responsibility for the financial condition of the Company or any member of its
group or any other party to the Investment Agreement or any other document or for the
performance and observance by the Company or any other party to the Investment Agreement or
any other document (save as expressly provided therein);

and any and all conditions and warranties, whether express or implied by law or otherwise, are
excluded.

This deed shall be governed by and construed in accordance with the laws India.

IN WITNESS HEREOF this deed of adherence is executed as a deed and delivered on the date
first written above.

Signed by [Nikhil Jhaveri] .......................................

Signed by [Kamta Prasad] .......................................

Signed by [Harold] .......................................

for and on behalf of Upright Venture Capital Director
B. Non-Disclosure Agreement (NDA):

1. Confidentiality Obligation and Limited Access: Upright shall keep confidential all
information disclosed by Sahyog, including but not limited to technology, clients, business model,
and project pipeline and also agrees to access only information strictly necessary for evaluating
the investment, with access granted solely on a need-to-know basis.

2. Non-Disclosure Period: Upright shall maintain confidentiality for 1.5 Years extending
beyond the conclusion of any potential investment discussions.

3. Non-Disclosure of Trade Secrets: Upright expressly agrees not to disclose Sahyog's trade
secrets, proprietary information, or any data that could compromise Sahyog's competitive edge.

4. Restricted Use: Information provided shall be used solely for the purpose of evaluating the
investment opportunity and not for any competitive or unauthorized purposes.

5. Non-Circumvention: Upright agrees not to circumvent the agreement by seeking information

from third parties or other sources associated with Sahyog without explicit consent.

6. Return or Destruction of Information: Upon the conclusion of discussions or at Sahyog's

request & discretion, Upright shall promptly return or, destroy all confidential information
received.