MEMORANDUM OF UNDERSTANDING

This Binding Memorandum of Understanding (hereinafter “Memorandum” or “MOU”) is

dated this 01/10/2023.
BETWEEN
SAHYOG residing at Bengaluru (hereinafter referred to as “FIRST PARTY” which
expression shall mean and include its legal heirs, administrators and permitted assigns),
AND
SANJOG, a company incorporated under the Companies Act, 1956 and having its registered
office at: Bengaluru, (hereinafter referred to as the “SUBSCO”, which expression shall
unless repugnant to the context or meaning thereof mean and include its successors and
assigns) of the SECOND PART;
AND
UPRIGHT residing at USA (hereinafter referred to as “THE INVESTOR” which expression
shall mean and include its legal heirs, administrators and permitted assigns).

This Memorandum of Understanding (MOU) sets the terms and understanding between the
(SAHYOG) and the (UPRIGHT) to (INVEST COMPULSORILY CONVERTIBLE
DEBENTURES).

WHEREAS
A. The Parties are interested in working together in connection with the Purpose which is
described in this Memorandum.
B. This Memorandum sets out the initial relationship between the Parties as well as the
respective rights and responsibilities of each Party and Each Party respectively is
expected to act in good faith in accordance with this Memorandum.

NOW THEREFORE IN CONSIDERATION OF the premises and the mutual

covenants set forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties hereto covenant and agree as
follows:

1 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,
Sanjog India Private Limited and Upright Capital.
 PURPOSE
A. The Parties intend to investigate the prospect of working together and/or actually
working together and/or to actually work together, on a project which will be referred
to as Investment for Business Growth.
B. The Project has the following purposes to strengthen its market share, for further
business growth to provide an online platform for small-sized investors to invest in
early-stage Indian Startups.

GENERAL OBLIGATIONS
A. Notwithstanding the non-binding nature of this Memorandum, the Parties will act in
good faith and will use their best endeavours to achieve the purpose and to give effect
to the terms of the Memorandum.
A. The Parties hereby acknowledge and agree that they will each respectively perform all
acts and execute all documents as reasonably required in order to give effect to the
terms of this Memorandum and Each Party agrees to cooperate in the spirit of mutual
understanding and goodwill in order to develop the Parties’ relationships with one
another and in order to pursue the purpose.

REPORTING
All the Parties have concurred that the points of contact for each party will meet at least once
per year, or more frequently as needed. To fulfil the goals of the MOU according to the
mutually agreed-upon timeline, TCS will email a quarterly report on the program's progress.

FUNDING
All activities within this Cooperation framework will be carried out depending on the
availability of financial, human and research resources. Everything in this MOU will be
construed to constitute an obligation or commitment of Funds (CCDs) from the Investor’s
side. This MOU is legally binding. Any obligation or commitment of funding for Projects or
as otherwise contemplated by this MOU will be governed through separate agreements
between the Parties.

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Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited , 2

Sanjog India Private Limited and Upright

TIMING AND DURATION
A. The Memorandum will commence on the 28th Day of September, 2023 and The
Parties will negotiate in good faith in order to sign a final and legally binding
agreement in relation to the project (the “Agreement”) on or before the 25th Day of
September 2023.
B. This Memorandum will remain in effect until the Agreement commences, or unless
and until otherwise terminated by the Parties by mutual agreement & should be
providing prior notice in writing to the other party.

CONTACT INFORMATION
Sahyog
Nikhil Jhaveri & Kamta Prasad
Managing Director
Bengaluru, India
+91 5843- 35687
Sahyogpvt900@gmail.com

Upright Capital
Investor
USA
+1 6749-23870
Uprightventure@gmail.com

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3 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,

Sanjog India Private Limited and Upright

 DEBENTURE SUBSCRIPTION AGREEMENT

DATED OCTOBER 1, 2023

BY AND AMONG
SAHYOG INDIA PRIVATE LIMITED
AND
SANJOG INDIA PRIVATE LIMITED
AND
UPRIGHT CAPITAL

This DEBENTURE SUBSCRIPTION AGREEMENT (“DSA” or “Agreement”) is made

on this October 1, 2023 (“Execution Date”) at Bangalore, India:

BY AND AMONG
Sahyog, a company registered in India under the Companies Act, 2013 having its Registered
Office at: Bengaluru, (hereinafter referred to as “THE COMPANY”, which expression shall,
unless it is repugnant to the subject or context thereof, mean and include its representatives,
successors in title and permitted assigns) being the party of the FIRST PART.
AND

Sanjog, a company incorporated under the Companies Act, 1956 and having its registered
office at: Bengaluru, (hereinafter referred to as the “SubsCo”, which expression shall
unless repugnant to the context or meaning thereof mean and include its successors and
assigns) of the SECOND PART;

AND
“Upright Capital” is a USA-based Venture Capital Fund (hereinafter referred to as “THE
INVESTOR”, which expression shall, unless it is repugnant to the subject or context thereof,
mean and include its affiliates, representatives, successors and permitted assigns) being the
party of the THIRD PART.

The Company, the Promoters and the Investor are individually referred to as the “Party" and
collectively referred to as the “Parties”.

WHEREAS:

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1. The ‘Company’ is engaged in the business of providing an online platform for small-
sized investors to invest in early-stage Indian start-ups.
2. The shareholding pattern and capital structure of the Company as of the Execution
Date is set out in Schedule I.
3. Subject to and in accordance with the terms and conditions set out in this DSA, the
Investor has agreed to subscribe to Investor CCDs. Upon the issuance of Investor
Series A CCDs to the Investor, the capitalisation and shareholding pattern of the
Company at the First Closing shall be as set out in Schedule II.
4. The Parties have agreed to enter into this DSA to set forth and record the terms and
conditions agreed between them for: (i) the subscription of Series A CCDs, and (ii)
the rights and obligations of the Investor vis-à-vis the Company and the Subsidiary in
relation to the management, governance and functioning of the Company and other
matters incidental thereto.
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties and indemnities set forth in this DSA, and for other good
and valuable consideration, the receipt and sufficiency of which is acknowledged by the
Parties, the Parties hereby agree as follows:

1. EFFECTIVE DATE, PURPOSE AND SCOPE

1.1 Effective date

This DSA shall come into force and be binding on the Parties effective on and from
the Execution Date of this DSA
1.2 COVENANTS OF THE PARTIES
1.2.1 Non-Solicitation Covenant
a) Upright acknowledges and agrees that Sahyog has invested
significant resources in recruiting, training, and retaining its
key employees and clients, and that the solicitation or
enticement of such employees and clients by Upright could
cause substantial harm to Sahyog's business interests.
b) During the term of this Agreement and for a period of three (3)
years following the termination or expiration of this
Agreement, Upright covenants and agrees that it shall not,
directly or indirectly, either individually or on behalf of any
third party, in

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 any manner whatsoever, approach, solicit, entice, or attempt to
entice away from Sahyog or otherwise hire, employ, or engage
any of Sahyog's employees or contractors who were employed
by or providing services to Sahyog at any time during the
Restricted Period.

2. CLOSING
2.1. Subscription and considerations: Subject to the applicable law and the terms
and conditions contained herein, at Closing, the Investor agrees to invest 10,00,000
(Ten Lakhs) compulsorily convertible debentures (CCDs) of face value 100 each
aggregating to Rs. 10,00,00,000 in consideration thereof and for other good and valid
consideration, the receipt of which the Company and the Promoter acknowledge.

2.2 Further Investment

2.2.1. The Company agrees to issue at the time of Closing, Equity Shares equivalent
to the value as mentioned in Schedule III, subject to the terms set forth in the
Definitive Documentation.
2.2.2. In circumstances where Sahyog may require additional funding to support its
operations and growth, Sahyog may seek commitment from Upright to provide
additional investment capital as and when required.
2.2.3. In the event that Upright is unable or unwilling to commit to the Additional
Investment as requested by Sahyog, Sahyog shall have the right to seek investment
from third-party investors to meet its funding requirements, even if such investment
results in the dilution of Upright's ownership stake in Sahyog.

3. BOARD COMPOSITION AND INCIDENTAL MATTERS

3.1. The Board of Directors of the Company immediately upon Closing shall comprise
of a maximum of 15 directors, of which the Investors shall be entitled to nominate
1 (one) director (“Investor Director”) and the other directors shall be nominated
by the Promoters.
3.2. The Promoters shall retain the sole right to nominate the Key Managerial
Personnel of Sahyog. Upright shall have the right to seek further information
about the candidates nominated for the positions mentioned above, but it shall
not have the

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 authority or veto right to negate or block any such nominations and appointments
at the Board or shareholders' level.

4. REPRESENTATIONS AND WARRANTIES

4.1.Maximum Liability: The Parties hereby agree that their liability to Upright for
any damages, losses, claims, or liabilities shall be limited to an amount equal to the
total investment made by Upright as of the date of the event giving rise to such
damages. 4.2.No Additional Damages: Upright acknowledges and agrees that,
neither the Promoters nor Sahyog shall be liable to Upright for any indirect,
consequential, special, incidental, punitive, or exemplary damages, whether arising
in contract,
tort, or otherwise.
4.3. Indemnification: Subject to the limitations set forth above, the Promoters shall
indemnify Upright, to the extent of any loss, liability, or expense, including
reasonable attorneys' fees, incurred by Upright as a result of any breach of the
representations and warranties made by the Promoters in this Agreement.
4.4. No Double Dipping: Upright agrees it shall not seek or be entitled to duplicate or
double recovery of the same loss or damage from any other source, including
insurance policies.

5. NON-DISCLOSURE AND CONFIDENTIALITY

5.1. Limited Information Rights: The Investor agrees that its access to sensitive
information about the Company, shall be limited to that which is strictly required
to give effect to this Agreement.
5.2. Non-Disclosure Agreement: The Parties shall execute a separate NDA to
safeguard the Company's confidential information.

6. PRE-EMPTIVE RIGHTS, INFORMATION AND INSPECTION:

6.1. Protection of Promoters' Interests
6.1.1. In the event of a 'Good Leaver' situation, where a Promoter departs
from Sahyog, the unvested shares of such Promoter shall be treated in
accordance with the terms and conditions set forth in Exhibit A.
6.1.2. In the event of a 'Bad Leaver' situation, where a Promoter departs from
Sahyog, the unvested shares of such Promoter shall be treated in
accordance with the terms and conditions set forth in Exhibit B.
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 6.2. Pre-Emptive Rights
6.2.1. If Upright intends to transfer, sell, or otherwise dispose of any of its
securities in Sahyog to a third party, Upright shall first offer the
Promoters the right of first refusal to purchase the securities subject to
the Proposed Transfer.
6.2.2. The Promoters shall have a period of 90 days from the date of receipt
of written notice from Upright to exercise their Pre-Emptive Right. In
the event the Promoters do not exercise their Pre-Emptive Right within
the specified period, Upright shall have the right to proceed with the
Proposed Transfer on the terms set forth in the notice.

6.3. Inspection and Information Rights

6.3.1. Upright shall have the right to conduct inspections and request
information from Sahyog, subject to the following conditions:
(1) Subject Matters: The Parties shall maintain a list of subject matters
for inspection, which shall include, but not be limited to, financial
records, operational data, strategic plans, and any other information
reasonably required by Upright for monitoring its investment.
(2) Cost: The cost of inspections, including reasonable expenses
incurred by Sahyog in facilitating such inspections, shall be borne
by Upright.

7. ARBITRATION
7.1. Any dispute, difference, question, issue or claim arising out of or relating to this
Agreement or interpretation thereof or the breach or alleged breach thereof, or
affecting this Agreement in any way shall be referred to arbitration.
7.2. The arbitration shall be held in Bengaluru, and English language shall be used in
the arbitral proceedings.

8. GOVERNING LAW AND JURISDICTIONS

8.1.This Agreement shall be construed in accordance with and be subject to and
governed by the Laws of India. All legal proceedings arising out of or under this

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 Agreement shall be subject to the exclusive jurisdiction of the competent Courts in
India.

9. MISCELLANEOUS
9.1. Deed of Adherence: The Parties shall execute a Deed of Adherence in the event
of transferring securities to any third party from the Investor.
9.2. Rights of Investor: Additional rights to be provided to the Investor shall be
detailed in Exhibit C attached hereto, balancing the interests of the Company,
Promoters, and other stakeholders.

10. EXECUTION OF AGREEMENT:

This agreement is executed in duplicate.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED

THEIR RESPECTIVE HANDS AND SEALS ON THE DAY, MONTH AND YEAR
FIRST HEREIN ABOVE WRITTEN.

Signed by the within named

Mr. Sahyog India Private Limited

Signed by the within named

Mr. Nikhil Jhaveri

Signed by the within named

Mr. Kamta Prasad

Signed by the within named

Mr. Upright Capital

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9 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,

Sanjog India Private Limited and Upright