SHARE SUBSCRIPTION AGREEMENT

BETWEEN

PI OPPORTUNITIES FUND I SCHEME II

FIRESIDE VENTURES INVESTMENT FUND – II

(SCHEME OF FIRESIDE VENTURES INVESTMENT TRUST II)

THE PROMOTERS

AYAAN TRUST

AND

COMFORT GRID TECHNOLOGIES PRIVATE LIMITED

DATED

OCTOBER 19, 2022

 TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION 2

2. EXECUTION DATE ACTIONS; SUBSCRIPTION AND ISSUANCE OF SUBSCRIPTION

SHARES 14

3. CONDITIONS FOR CLOSING 14

4. CLOSING MECHANISM 16

5. COVENANTS & POST CLOSING OBLIGATIONS 18

6. REPRESENTATIONS AND WARRANTIES 18

7. INDEMNITY 19

8. INTERIM MANAGEMENT AND ACCESS 23

9. TERMINATION 25

10. GOVERNING LAW AND DISPUTE RESOLUTION 26

11. NOTICES 27

12. ANNOUNCEMENTS AND CONFIDENTIALITY 28

13. MISCELLANEOUS PROVISIONS 30

ANNEXURE 1 – CAPITAL STRUCTURE OF THE COMPANY ON A FULLY DILUTED BASIS

………………………………………………………………………………………………...39

ANNEXURE 2 - DETAILS OF INVESTMENT BEING MADE BY THE INVESTOR 41

ANNEXURE 3 - CONDITIONS PRECEDENT 42

ANNEXURE 4 – FORM OF CONDITIONS PRECEDENT COMPLETION NOTICE 44

ANNEXURE 5 - CONDITIONS SUBSEQUENT 46

ANNEXURE 6 - WARRANTIES 49

ANNEXURE 7 - TERMS OF SERIES B PREFERENCE SHARES 70

ANNEXURE 8 - LIST OF INDEMNITY EVENTS 73

 SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement is executed on this 19th Day of October 2022 (“Execution
Date”) by and amongst:

1. PI OPPORTUNITIES FUND I SCHEME II, an alternative investment fund – Category II,

having its office at No 134, Backside of Wipro Corporate Office, Doddakannelli, Sarjapur
Road, Bengaluru, Karnataka, 560035 (hereinafter referred to as “PI”, which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns);

2. FIRESIDE VENTURES INVESTMENT FUND – II (SCHEME OF FIRESIDE

VENTURES INVESTMENT TRUST II), a trust registered as an alternative investment
fund with Securities and Exchange Board of India under the Securities and Exchange Board
of India (Alternative Investment Funds) Regulations, 2012 and duly represented by its
Investment Manager, Fireside Investment Advisory LLP, a limited liability partnership
incorporated under the Limited Liability Partnership Act, 2008 having its registered office at
Fireside Investment Advisory LLP- 1st Floor, Miraya Rose, Varthur Hobli, Whitefield,
Bangalore- 560066, India (hereinafter referred to as “Fireside”, which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns);

3. PRIYANKA SALOT, aged 38 years, residing at 3, Vakharia House, North South Road No. 9
JVPD Scheme, Behind Haveli Temple, Vile Parle West, Mumbai, 400049 (hereinafter
referred to as “Priyanka”, which expression shall, unless it is repugnant to the context or
meaning thereof, be deemed to mean and include his heirs, executors, administrators,
successors and permitted assigns);

4. HARSHIL SALOT, aged 38 years, residing at 3, Vakharia House, North South Road No. 9
JVPD Scheme, Behind Haveli Temple, Vile Parle West, Mumbai, 400049 (hereinafter
referred to as “Harshil”, which expression shall, unless it is repugnant to the context or
meaning thereof, be deemed to mean and include his heirs, executors, administrators,
successors and permitted assigns);

5. AYAAN TRUST, a private trust incorporated under the Indian Trusts Act, 1882, under a trust
deed dated 16 June 2021 executed by and amongst Mr. Harish Salot as Settlor and Harshil
and Priyanka as the trustees, with PAN AAITA5748D, having its office at 3 Vakharia House,
North South Road No. 9, JVPD Scheme, Behind Haveli Temple, Vile Parle West, Mumbai –
400049, represented by its trustees, Priyanka and Harshil (hereinafter referred to as the
“Promoter Trust”, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and permitted assigns);

AND

6. COMFORT GRID TECHNOLOGIES PRIVATE LIMITED, a private limited company,

incorporated under the provisions of Companies Act, 2013, having its registered office at 35
1st Floor, Vijay Transtech, Chandivali Village, Off SakiVihar Road, Sakinaka, Andheri,
Mumbai, Maharashtra – 400072, India and (hereinafter referred to as the “Company”, which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean
and include its successors and permitted assigns).

Fireside and PI shall hereinafter collectively referred to as the “Investors”.

Priyanka, Harshil, and Promoter Trust are hereinafter individually referred to as the “Promoter” and
collectively as the “Promoters”.

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The Investors, the Promoters and the Company are hereinafter individually referred to as a “Party”
and collectively as the “Parties”.

WHEREAS:

A. The Company is a private company and is engaged in the Business (as defined below).

B. As on the Execution Date, the authorized share capital of the Company is INR 2,25,00,000
(Indian Rupees Two Crore Twenty Five Lakh) divided into 5,00,000 (Five Lakhs) Equity
Shares of INR 10 (Indian Rupees Ten) each, totalling INR 50,00,000 (Indian Rupees Fifty
Lakh) and 1,75,,000 (One Lakh Seventy Five Thousand) preference shares of INR 100
(Indian Rupee One Hundred) each, totalling to INR 1,75,00,000 (Indian Rupees One Crore
Seventy Five Lakh).

C. As of the Execution Date, the shareholding pattern of the Company, on a Fully Diluted Basis
(as defined below) is set out in Annexure 1.

D. Relying upon the representations, warranties, covenants and indemnities provided by the
Company and the Promoters, and in consideration of the rights agreed to be accorded to the
Investors in the Company, the Investors are desirous of investing their respective Subscription
Amount in the Company by means of subscription to the Subscription Shares (as defined
below), on the terms and conditions more fully described in this Agreement.

E. Simultaneous with the execution of this Agreement, (i) PI has executed the Promoter SPA of
an even date for purchase of shares from Harshil, Priyanka, and the Promoter Trust; (ii)
Fireside has executed the LogX SPA of an even date for purchase of shares from LogX
Venture Partners LLP; and (iii) the Parties have executed a shareholders’ agreement of an
even date along with certain other Shareholders setting out the rights and obligations of
shareholders of the Company and other related matters (“Shareholders’ Agreement”).

F. Accordingly, the Parties are desirous of executing this Agreement to set out the agreement and
relationship between the Parties and their rights and obligations in relation to the investment
by the Investors in the Company and other matters in connection therewith

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS,

AGREEMENTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES SET FORTH
IN THIS AGREEMENT, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED
BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise: (i) the following words and
expressions shall have the following meanings; and (ii) capitalised terms defined by inclusion
in quotations and/or parenthesis shall have the meaning so ascribed:

“Accounts” means (i) the audited and consolidated balance sheet, profit and loss account, and
cash flow statement of the Company for the Financial Years 2019-2020, 2020-2021; (ii) the
audited balance sheet, profit and loss account, and cash flow statement of the Company for
the Financial Year 2021-22; and (iii) the unaudited, management certified accounts of the
Company for the period between April 1, 2022 and 31 August 2022, including the balance
sheet, profit and loss account, and cash flow statement;

“Accounts Date” means 31 March 2022;

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“Act” means the Companies Act, 2013, and the notifications, rules and regulations made
thereunder from time to time and all future re-enactments, amendments and substituting acts;

“Affiliates” means, in relation to:

(i) any Person (other than a natural Person), any other Person, either directly or
indirectly through one or more intermediate Persons and whether alone or in
combination with one or more other Persons, Controls, is Controlled by, or is under
common Control with that Person; provided that, without prejudice to the generality
of the foregoing, where the Person is an Investor, the term Affiliate shall be deemed
to include: (a) any fund, collective investment scheme, trust, partnership (including
any co-investment partnership), special purpose or other vehicle, which is managed
and/ or advised by such Investor’s investment manager and/ or investment advisor;
(b) any other fund under the management or advice of such Investor or any of its
Affiliates; (c) companies/entities under the same management as such Investor; or (d)
in the case of an Investor, funds managed or Controlled by such Investor or any of its
Affiliates (as the case may be); or (e) any general partner of an Investor.

It being clarified that the term ‘Affiliate’ of PI shall not include Wipro GE Healthcare
Private Limited, Wipro Enterprises Limited, Wipro Ventures, and Affiliates of Wipro
Limited and any portfolio investments by PI or any of its alternative investment
vehicles, and the Premji Family Members. “Premji Family Members” for this
purpose, means Azim Premji, Yasmeen Premji, Rishad Premji and Tariq Premji; and

(ii) in the case of a natural Person, any entity that is Controlled by or under common
Control with such subject Person, or any Person who is the Relative of such Person
and a Person who is Controlled by or under common Control with such Relative;

“Agreement” means this share subscription agreement, together with the recitals, schedules
and annexures hereto, as may be amended, modified or supplemented from time to time, in
accordance with its terms;

“Alteria Capital” means Alteria Capital Fund II - Scheme I, a trust registered as an alternat-
ive investment fund with Securities and Exchange Board of India under the Securities and Ex-
change Board of India (Alternative Investment Funds) Regulations, 2012;

“Announcement” shall have the meaning ascribed to it in Clause 12.1 of this Agreement;

“Applicable Law” or “Law” includes (but is not limited to) all applicable:

(i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-
laws, regulations, listing agreements, notifications, guidelines, circulars or policies of
any applicable country and/or jurisdiction including the countries and jurisdictions in
which the Investors and the Company are incorporated and/or carry on any business
or activities;

(ii) administrative interpretation, legal process, subpoena, civil investigative demand (or
similar process), writ, injunction, directions, directives, judgment, arbitral award,
decree, orders or governmental approvals of, or agreements with, request or other
similar requirement made, promulgated or imposed by, any Governmental Authority
or recognized stock exchange, a court or by a judicial, governmental, regulatory, self-
regulatory (including stock exchange) or legislative body, organisation, commission
agency or committee or otherwise in connection with any judicial or administrative
proceeding; and

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(iii) international treaties, conventions and protocols;

as may be in force from time to time;

“Arm’s Length” (including, with correlative meaning, the term “Arm’s Length Basis”)
means on terms consistent with market practice and those actually made in comparable trans -
actions between independent enterprises and/or Third Parties under comparable circumstances
and where such comparable transactions are not available, the term “Arm’s Length Basis”
shall mean that the price would be an arm’s length price determined in accordance with the
provisions of Law, where applicable, relevant income tax laws in India, and all other terms
and conditions should be entered into such that the contracting parties are unrelated and inde -
pendent parties;

“Approvals” means any permission, approval, consent, waiver, grant, license, permit, order,
decree, authorization, registration, qualification, injunction, judgement, writ, assessment,
award, filing with or notification, exemption or ruling to or from any Governmental Authority
or any other Person;

“Arbitration Board” shall have the meaning ascribed to it in Clause 10.2.3 of this Agree-
ment;

“Articles” means the articles of association of the Company, as amended from time to time,
in accordance with this Agreement and the Act;

“Assets” means any property, and includes all rights, interests and privileges of every kind,
nature, character and description therein (whether immovable, movable, tangible, intangible,
absolute, accrued, fixed or otherwise), including cash, cash equivalents, receivables,
securities, accounts and note receivables, plant and machinery, equipment, trademarks,
brands, other Intellectual Property, raw materials, inventory, furniture, and fixtures;

“Beneficial Holding” shall have the meaning set forth under the Shareholders’ Agreement;

“Board” means the board of directors of the Company, as constituted from time to time in ac-
cordance with this Agreement, the Articles and the Act;

“Business” means the (i) business of manufacture and marketing of mattresses and other
home and comfort products sold under the brand “The Sleep Company”, and (ii) such other
business that the Company may carry on from time to time, in each case whether in India or
outside India;

“Business Day” means a day (other than a Saturday or a Sunday) on which scheduled com-
mercial banks are generally open for business in Bengaluru and Mumbai, India;

“Business Warranties” means Warranties other than the Fundamental Warranties;

“Charter Documents” means the Articles and the Memorandum;

“Claim” means a demand, claim, action or proceeding made or brought by a Party and/or a
Third Party or against a Party, however arising and whether present, unascertained, immedi-
ate, future or contingent;

“Closing” with respect to an Investor, means the completion of all the activities as stipulated
in Clause 4 of this Agreement with respect to such Investor;

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“Closing Date” with respect to an Investor, means the date which is the 5 th (fifth) Business
Day following the date of issuance of the CP Satisfaction Notice by such Investor confirming
that all the Conditions Precedent have been fulfilled to the satisfaction of such Investor, or
such other later date as may be mutually agreed to between the Company and the relevant
Investor;

“Company Affiliate” shall have the meaning ascribed to it in paragraph 18.1 of Annexure
6 of this Agreement;

“Company Bank Account” shall have the meaning ascribed to it in Clause 4.2.2 of this
Agreement;

“Company Data” means all data collected, generated, or received by the Company, including
Company-Owned Data and Personal Data;

“Company Databases” means any electronic or other repository or database containing (in
whole or in part) Company Data maintained by or for the Company at any time;

“Company Indemnity Amount” shall have the meaning ascribed to it in Clause 7.4.3 of the
Agreement;

“Company Intellectual Property” means any and all Company-Owned Intellectual Property
and any and all Third-Party Intellectual Property that is licensed by the Company or otherwise
used in the conduct of its Business;

“Company-Owned Data” means all data collected, generated, or received by the Company
that (i) is used or held for use in the Business that is not Personal Data and (ii) the Company
owns or purports to own;

“Company-Owned Intellectual Property” means any and all Intellectual Property that is
owned or purported to be owned by the Company, and includes Company-Owned Data,
whether registered, applied, pending or unregistered, anywhere in the world;

“Company Representatives” shall have the meaning ascribed to it in paragraph 18.1 of

Annexure 6 (Warranties) of this Agreement;

“Conditions Precedent” shall have the meaning ascribed to it in Clause 3.1 of this Agree-
ment;

“Company Products” means products sold or offered for sale by the Company as part of its
Business;

"CERT-In Rules” means Information Technology (The Indian Computer Emergency Re-
sponse Team and Manner of Performing Functions and Duties) Rules, 2013;

“Conditions Subsequent” means collectively all the actions and covenant set out at Annex-
ure 5;

“Control” (including with correlative meaning, the terms, “Controlling”, “Controlled by”
and “under common Control with”), with respect to a Person, means: (i) the ownership or
control of more than 50% (Fifty Per Cent) of the voting rights or of the issued share capital of
such Person; (ii) the right to appoint or remove a majority of the members of the board of dir -
ectors or other governing body of such Person; or (iii) the right to control the management or
policy decisions exercisable by a Person, directly or indirectly, including by virtue of share-
holding or management rights or shareholders agreements or voting agreements or in any

5
other manner;

“Conditions Precedent Completion Notice” shall have the meaning ascribed to it in Clause
3.2.1 of this Agreement;

“Compulsorily Convertible Debentures Agreement” means the compulsorily convertible

debenture subscription agreement dated 16 December 2021 executed amongst the Company,
Promoters and Fireside;

“CP Satisfaction Notice” shall have the meaning ascribed to it in Clause 3.2.2 of this Agree-
ment;

“CP Satisfaction Period” shall have the meaning ascribed to it in Clause 3.2.2 of this Agree-
ment;

“Delivered Financial Statements” shall have the meaning ascribed to it in paragraph 8.1 of
Annexure 6 (Warranties) of this Agreement;

“Director” means a director of the Company appointed in accordance with this Agreement,
the Articles and the Act;

“Disclosed” means fairly disclosed in the Disclosure Letter, in such a manner and with
sufficient detail to enable each Investor to identify the nature, scope and impact of the fact,
matter, event or circumstance concerned;

“Disclosure Letter” means the disclosure letter delivered by the Warrantors to the Investors,
simultaneously with the execution of this Agreement containing specific disclosures against
specific Business Warranty, in an agreed form;

“Dispute” shall have the meaning ascribed to it in Clause 10.2.1 of this Agreement;

“Disputing Parties” shall have the meaning ascribed to it in Clause 10.2.1 of this Agreement;

“Due Date” shall have the meaning ascribed to it in Clause 7.4.2 of this Agreement;

“Encumbrance” means any encumbrance including without limitation any claim, debenture,
mortgage, pledge, charge (fixed or floating), hypothecation, lien, deposit by way of security,
bill of sale, option or right of pre-emption, right to acquire, right of first refusal, right of first
offer or similar right, assignment by way of security or trust arrangement for the purpose of
providing security or other security interest of any kind (including any retention arrange-
ment), beneficial ownership (including usufruct and similar entitlements), public right, com-
mon right, way leave, easement, any provisional or executional attachment and any other dir-
ect interest held by any third party, or any agreement to create any of the foregoing and the
term “Encumber” shall be construed accordingly;

“Equity Shares” means equity shares in the issued, subscribed and paid up equity share cap-
ital of the Company;

“Existing Definitive Agreements” means the: (i) Share Subscription Agreement dated 21
June 2021 executed amongst the Company, Promoters and Fireside; (ii) Existing Shareholders
Agreement; (iii) Existing Securities Subscription Agreement; and (iv) Compulsorily Convert-
ible Debentures Agreement;

“Existing Shareholders” means the Promoters and the other Shareholders of the Company as
on the Execution Date;

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“Existing Shareholders’ Agreement” means the shareholders’ agreement dated 21 June
2022 executed inter alia between Company, Promoters and Fireside;

“Existing Securities Subscription Agreement” means the securities subscription agreement

dated 1 March 2022 executed amongst the Company, Promoters and Alteria Capital;

“FCPA” shall have the meaning ascribed to it in paragraph 18.1 of Annexure 6 (War-
ranties) of this Agreement;

“Financial Year” means the financial year of the Company commencing on April 1 every
year and ending on March 31 of the following year, or such other financial year of the Com-
pany as the Company may from time to time legally designate as its financial year;

“Fully Diluted Basis” means the shareholding pattern of the Company at the relevant point in
time and shall be calculated after taking into account all the issued and outstanding Equity
Shares and Shares including employee stock options, if any, from time to time and all other
convertible shares/securities of the Company as if all such Shares were converted to equity
shares at that point in time and all rights to acquire any Shares, as if such rights were fully ex-
ercised and such calculation shall take into consideration all share splits, bonus issuances, etc.
if any;

“Fundamental Warranties” means each of the Warranties set out in paragraphs 1 (Power
and Authority), 2 (Conflicting Instruments and Consents), 5 (Organisation and Capital
Structure), 6 (Subscription Shares), and 23 (Solvency) of Annexure 6;

“Governmental Authority” means any national, state, provincial, local or similar govern-
ment, governmental, regulatory, legislative or administrative authority, branch, agency, com-
mittee, any statutory body or commission or any non-governmental regulatory or administrat-
ive authority, body or other organization to the extent that the rules, regulations, standards, re-
quirements, procedures or orders of such authority, body or other organization have the force
of Applicable Law or any court, tribunal, arbitral or judicial body;

“Government Official” shall have the meaning ascribed to it in paragraph 18.1 of Annex-
ure 6 (Warranties) of this Agreement;

“Governmental Permits” shall have the meaning ascribed to it in paragraph 3.6 of Annex-
ure 6 (Warranties) of this Agreement;

“Indemnified Party” shall have the meaning ascribed to it in Clause 7.1 of this Agreement;

“Indemnifying Party” shall have the meaning ascribed to it in Clause 7.1 of this Agreement;

“Indian GAAP” means the Generally Accepted Accounting Principles or Indian Accounting
Standards, as applicable;

“Indemnity Events” collectively means the events specified under Annexure 8 (List of In-
demnity Events) and “Indemnity Event” means any one of them;

“INR” means Indian Rupees, the currency and legal tender of the Republic of India for the
time being in force;

“Intellectual Property Rights” means any and all of the following and all rights in, arising
out of, or associated therewith, in the relevant territory, whether registered or unregistered:

(i) patents, utility models, and applications therefor and all reissues, divisions, re-

7
 examinations, renewals, extensions, provisionals, continuations and continuations in
part thereof and equivalent or similar rights in inventions and discoveries anywhere in
the world, including invention disclosures;

(ii) common law and statutory rights associated with trade secrets, confidential and
proprietary information and know how;

(iii) industrial designs and any registrations and applications therefor;

(iv) trade names, logos, trade dress, trademarks and service marks, trademark and service
mark registrations, trademark and service mark applications and any and all goodwill
associated with and symbolized by the foregoing items;

(v) Internet domain name applications and registrations, social media accounts, Internet
and World Wide Web URLs or addresses, websites, web pages, and all content and
data thereon relating thereto, copyrights;

(vi) copyright registrations and applications therefor and all other rights corresponding
thereto;

(vii) database rights, mask works, mask work registrations and applications therefor and
any equivalent or similar rights in semiconductor masks, layouts, architectures or
topology;

(viii) moral and economic rights of authors and inventors, however denominated, and any
similar or equivalent rights to any of the foregoing, and all benefits, privileges, causes
of action and remedies relating to any of the foregoing,

including all rights, to sue and recover damages and obtain equitable relief for past, present
and future infringement, misappropriation or other violation thereof and to collect and receive
all damages and royalties.

“Key Employees” means the following employees of the Company:

(i) The Promoters;

(ii) CXOs;

(iii) Any Person holding employee stock options in the Company that are exercisable in
respect of more than 0.5% (zero point five percent) of the Share Capital; and

(iv) Any employee whose annual remuneration is more than INR 50,00,000 (Indian Rupees
Fifty Lakhs);

“LogX SPA” means the share purchase agreement of even date executed between Company,
LogX Venture Partners LLP and Fireside;

“LogX SPA Closing” shall have the meaning ascribed to the term “Closing” under the LogX
SPA;

“Long Stop Date” means 30 Business Days from Execution Date or such other date as is
agreed mutually in writing between the Parties;

“Losses” means all damages, losses, liabilities, Claims, expenses and costs whatsoever,
including interest and penalties with respect thereto, amounts paid in settlement, court costs and
all reasonable attorneys’ fees and expenses, but shall not include any indirect or consequential

8
loss or loss of profit. It is hereby clarified that a Loss incurred or suffered by the Company or
any diminution in value of Shares held by the Investors, shall be deemed to be a Loss for the
Investors;

“Material Adverse Change” means any:

(i) event, occurrence, fact, condition, change, development, action or effect that affects
the validity or enforceability of the Transaction Documents or which may be
materially adverse to the ownership, valuation, Business, operations, results of
operations, prospects, condition, properties or Assets or liabilities of the Company, or
the status or validity of any material consents, permits, Approvals, licenses or
permissions required for the Company to carry on its Business;

(ii) impairment of the ability of the Company and/or the Promoters, as the case may be,
to perform their respective obligations under the Transaction Documents or any
action brought by any person and/or any inquiry brought by any Governmental
Authority seeking to enjoin, restrain or prohibit the consummation of any transactions
contemplated by the Transaction Documents;

(iii) the Promoters and/ or the Company becoming unable to pay their debts or the
commencement of any receivership and/ or insolvency proceedings against the
Company and/or the Promoters;

(iv) any material breaches of the Transaction Documents by the Company and/ or the
Promoters;

(v) any law or order enacted, issued, promulgated or enforced by any Governmental
Authority which will have the effect of enjoining, prohibiting or materially altering
the terms of the transactions contemplated by, or the rights available to the Series
Seed Investors under the Transaction Documents, including making the issuance and
allotment of the Subscription Securities illegal or otherwise restraining or prohibiting
the transactions contemplated by this Agreement;

provided however that, any effect to the extent resulting or arising from any of the following
shall not be considered when determining whether a Material Adverse Change shall have
occurred: (a) any change or development in general economic conditions in the industries or
markets in which the Company operates, (b) any change in financing, banking or securities
markets generally; (c) any act of war, armed hostilities or terrorism, change in political
environment or any worsening thereof or actions taken in response thereto; provided, in each
case, that such effects do not, individually or in the aggregate, have a materially
disproportionate adverse impact on the Company, taken as a whole, relative to other Persons
in the industries or markets in which the Company operates;

“Memorandum” means the memorandum of association of the Company, as amended from

time to time;

“Money Laundering Laws” shall have the meaning ascribed to it in paragraph 18.3 of An-
nexure 6 (Warranties) of this Agreement;

“Notice” shall have the meaning ascribed to it in Clause 7.4.1 of this Agreement;

“OFAC” has the meaning ascribed to it in paragraph 18.2 of Annexure 6 (Warranties) of

this Agreement;

“Ordinary Course” means an action taken by or on behalf of a Person that satisfies all of the

9
following:

(i) recurring in nature and is taken in the ordinary course of the Person’s normal day-to-
day operations;

(ii) taken in accordance with sound and prudent business practices;

(iii) not required to be authorized by the Person’s shareholders, board of directors, or any
committee of the board of directors, or other governing body of such Person and does
not require any other separate or special authorization of any nature;

(iv) similar in nature and magnitude to actions customarily taken, without any separate or
special authorization, in the ordinary course of the normal day-to-day operations of
other Persons that are engaged in businesses similar to the Person’s business; and

(v) consistent with past practice and existing policies;

“PCA” shall have the meaning ascribed to it in paragraph 18.1 of Annexure 6 (Warranties)
of this Agreement;

“Person” means any natural person, limited or unlimited liability company, corporation, part-
nership (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;

“Personal Data” means any information relating to or capable of being associated, directly or
indirectly, with an identified or identifiable natural person, or that is otherwise considered
personally identifiable information, sensitive data, special categories of personal data or
personal information under Privacy Laws;

“Privacy Laws” means each (i) Applicable Law applicable to Personal Data, including
without limitation, the (Indian) Information Technology Act, 2000 (IT Act) and related
Information Technology (Reasonable Security Practices and Procedures and Sensitive
Personal Data or Information) Rules, 2011 (Privacy Rules), the CERT-In Rules, the Aadhaar
(Targeted Delivery of Financial And other Subsidies, Benefits And Services) Act, 2016
(Aadhaar Act) and rules, regulations and circulars made thereunder, and direct marketing
and advertising, profiling and tracking, e-mail, messaging and/or telemarketing, biometric,
accessibility and other Applicable Law, (ii) guidance issued by a Governmental Authority that
pertains to any Applicable Law referenced in the preceding clause (i); and (iii) applicable
industry self-regulatory principles that are legally binding on the Company;

“Promoter SPA” means the share purchase agreement of even date executed between PI,
Company, Promoters and Promoter Trust;

“Promoter SPA Closing” shall have the meaning ascribed to the term “Closing” under the
Promoter SPA;

“Registrar of Companies” means the jurisdictional registrar of companies;

“Related Party” shall have the meaning ascribed to such term in the Act;

“Related Party Transactions” means the transactions of any nature between the Company
and any Related Party;

“Relative” shall have the meaning ascribed to such term in the Act;

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“Relevant Person” shall have the meaning ascribed to it in paragraph 18.2 of Annexure 6
(Warranties) of this Agreement;

“Reserved Matters” shall have the meaning ascribed to such term in the Existing Sharehold-
ers’ Agreement;

“Restated Articles” means the Articles as amended or to be amended pursuant to this

Agreement in a form acceptable to each Investor;

“Rules” shall have the meaning ascribed to it in 10.2.3 of this Agreement;

“Sanctions” shall have the meaning ascribed to it in paragraph 18.2 of Annexure 6 of this
Agreement;

“Series B Preference Shares Subscription Price” means INR 16,392 (Indian Rupees Six-
teen Thousand Three Hundred Ninety Two) per Series B Preference Share;

“Series B Preference Shares” means such cumulative compulsorily convertible preference

shares of the Company having a face value of INR 100 (Indian Rupees One Hundred), as is -
sued and allotted to each Investor in the manner set out under Annexure 2 at the Series B
Preference Shares Subscription Price, with the terms and conditions provided under Annex-
ure 7 hereto. Any reference to Series B Preference Shares shall include a reference to Equity
Shares resulting from a conversion of the Series B Preference Shares;

“Share Capital” means the entire issued and allotted share capital, called up share capital and
paid-up share capital of the Company on a Fully Diluted Basis;

“Shares” means the (i) Equity Shares of the Company; (ii) securities (including preference
shares, debentures and convertible loans) convertible into or exchangeable for Equity Shares
of the Company; and (iii) stock appreciation rights, options, warrants or other rights to pur -
chase or subscribe for Equity Shares of the Company or securities convertible into or ex-
changeable for Equity Shares of the Company;

“Shareholder(s)” means a duly registered holder of the Shares of the Company from time to
time;

“Shareholders’ Agreement” shall have the meaning ascribed to it in Recital E of this Agree-
ment;

“Specific Indemnities” means each of the items set out at paragraph (e) to (j) of Annexure
8 (Indemnity);

“Standstill Period” shall have the meaning ascribed to it in Clause 8.1 of this Agreement;

“Subject Obligation” shall have the meaning ascribed to it in Clause 1.2(viii) of this
Agreement;

“Subscription Amount” in relation to each Investor, means respective consideration amount

payable by it for the subscription of its respective portion of the Subscription Shares, on the
Closing Date subject to the terms and conditions of this Agreement and the details of which
are more fully set forth against its name in Annexure 2;

“Subscription Shares” in relation to each Investor, means such number of per Series B
Preference Shares, as shall be issued and allotted to the relevant Investor, on the Closing Date
and as set forth against its name in Annexure 2;

11
 “Subsidiary” shall have the same meaning ascribed to it such term the Act;

“Taxation” or “Tax” means all forms of taxation, duties (including stamp duties), levies, im-
posts, whether direct or indirect including but not limited to corporate income tax, goods and
services tax, service tax, wage withholding tax and employee social security contributions,
value added tax, customs and excise duties, capital tax and other legal transaction taxes, di-
vidend withholding tax and duties and any other type of taxes or duties payable by virtue of
any applicable national, regional or local law or regulation and which may be due directly or
by virtue of joint and several liability in any relevant jurisdiction; together with any interest,
penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed
to be owed in any relevant jurisdiction;

“Tax Returns” shall have the meaning ascribed to it in paragraph 12.6 of Annexure 6
(Warranties) of this Agreement;

“Third Party” means any Person that is not a signatory to this Agreement;

“Third Party Claim” shall have the meaning ascribed to it in Clause 7.5.1 of this Agreement;

“Third Party Claim Notice” shall have the meaning ascribed to it in Clause 7.5.1 of this
Agreement;

“Third-Party Intellectual Property” means any and all Intellectual Property owned or
purported to be owned by a third-party;

“Transfer” (including the terms “Transferred by”, “Transferring” and “Transferability”)

means 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 Applicable Law
or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily,
pursuant to an agreement, arrangement, instrument or understanding by which legal title to or
beneficial ownership of the Shares or any interest therein passes from a Person to another Per-
son or to the same Person in a different legal capacity, whether or not for value;

“Transaction Documents” means this Agreement, the Shareholders’ Agreement, the Dis-
closure Letter and any other document entered in connection with the transaction as may be
required for the consummation of the transaction as contemplated and/or executed by the
Parties;

“UKBA” shall have the meaning ascribed to it in paragraph 18.1 of Annexure 6 (War-
ranties) of this Agreement;

“Warranties” means the representations and warranties on the part of the Warrantors, con-
tained in Annexure 6 (Warranties); and

“Warrantors” means each of the Promoters, the Promoter Trust, and the Company and
“Warrantor” means any of them.

1.2 In this Agreement, unless the context thereof otherwise requires:

(i) references to a provision, Clause, Schedule or an Annexure are to a provision, clause of,
or a schedule or annexure to, this Agreement and references to this Agreement
include its Schedules and Annexures, which are part of this Agreement, and
references to a part or paragraph include references to a part or paragraph of a
Schedule or Annexure to this Agreement;

12
(ii) references to this Agreement and any other document or to any specified provision of this
Agreement and any other document are to that document or that provision as in force
for the time being and as amended from time to time in accordance with the terms of
this Agreement and that document or, as the case may be, with the agreement of the
relevant parties;

(iii) reference in this Agreement to certain number of days shall mean calendar days unless
otherwise specified to be Business Days;

(iv) words importing the singular include the plural and vice versa, words importing a gender
include every gender;

(v) the table of contents and the headings to clauses, Schedules, Annexures, parts and
paragraphs are inserted for convenience only and shall be ignored in interpreting this
Agreement;

(vi) the words and phrases “other”, “including” and “in particular” shall not limit the
generality of any preceding words or be construed as being limited to the same class
as the preceding words where a wider construction is possible;

(vii) a reference to any statute or statutory provision includes any subordinate legislation
made under it and any provision which it has re-enacted (with or without
modification), and any provision superseding it or re-enacting it (with or without
modification), before or on the Execution Date;

(viii) where any obligation under this Agreement (“Subject Obligation”) requires an
Approval, in order for the Subject Obligation to be performed validly, then the
Subject Obligation shall be deemed to include the obligation to apply for, obtain,
maintain and comply with the terms and conditions of, all such Approvals;

(ix) any reference to documents in the “agreed form” shall mean documents that are in such
form, and containing such content, that has been approved in writing by each Investor
and the Promoters;

(x) where any obligation is imposed on the Company under this Agreement and/or the
Articles, it will be deemed that the Promoters have a corresponding obligation to
cause the Company to comply with such obligation and that the Promoters will
exercise all their powers (including voting powers) and take all necessary steps and
do or cause to be done all acts, deeds and things, commissions or omissions as
required to ensure compliance of all obligations of the Company under this
Agreement and/or the Articles;

(xi) any obligation, covenant, warranty, representation or undertaking hereto that is expressed
to be made, undertaken or given by the Promoters will be deemed to be jointly and
severally undertaken and given by each of the Promoters;

(xii) where any statement in this Agreement is qualified by the Company’s or the
Promoters’ knowledge, information, belief or awareness or any similar expression,
that statement shall be deemed to include the knowledge, information, belief or
awareness of such Person after examining all information and making all due
diligence and reasonable, due and careful inquiries and investigations which would be
expected or required from a person of reasonable and ordinary prudence, and, when
used in the context of the Company means the knowledge, information, belief or
awareness of the Promoters;

13
 (xiii) time is of the essence in the performance of the Parties’ respective obligations; if any
time period specified herein is extended, such extended time shall also be of essence;

(xiv) where any Investor has subscribed to different Securities from time to time, its rights
shall not be deemed to have been duplicated and shall be exercised at all times as a
single block;

(xv) unless otherwise specified, time periods within or following which any payment is to
be made or act is to be done shall be calculated by excluding the day on which the
period commences and including the date on which the period ends and by extending
the period to the next Business Day if the last day of such period is not a Business
Day; and whenever any payment is to be made or action to be taken under this
Agreement is required to be made or taken on a day other than a Business Day, such
payment shall be made or action taken on the next Business Day; and

(xvi) in the event any calculation pursuant to this Agreement is a fraction, then the closest
whole number shall be considered.

2. EXECUTION DATE ACTIONS; SUBSCRIPTION AND ISSUANCE OF

SUBSCRIPTION SHARES

2.1. On the Execution Date, (i) the Company shall have delivered to each of the Investors, all
requisite resolutions of the Board (a) authorising its signatories to execute into the
Transaction Documents on its behalf; and (b) approving the delivery and performance of the
Transaction Documents; (ii) each of the Parties shall validly execute and deliver this
Agreement; and (iii) the Company and Promoters shall deliver the Disclosure Letter to each
of the Investors.

2.2. Upon the terms and subject to the conditions set forth in this Agreement including fulfilment
and completion of the Conditions Precedent to the satisfaction of each of the Investors, and in
reliance upon the agreements, undertakings, covenants and Warranties provided by the
Warrantors as of the Closing Date, each of the Investors agree to subscribe to, and the
Company agrees to issue and allot to each of the Investors, free from all Encumbrances and
with all rights and benefits pertaining thereof their respective Subscription Shares, against
receipt of an amount equal to their respective Subscription Amounts payable by each such
Investor to the Company in the manner specified in Clause 4 (Closing). The Parties
acknowledge that each Investor shall have the right to subscribe to the Subscription Shares
either by itself or through its Affiliates. It is hereby clarified that, the obligation of each
Investor to subscribe to their respective portion of the Subscription Shares pursuant to term of
this Agreement is several and not joint. The issue and allotment of the Subscription Shares
shall be in accordance with Clause 4 (Closing). The Parties hereby agree to do all such acts
and things as well as execute all required documents to give effect to the allotment of the
Subscription Shares on the Closing Date as contemplated herein.

2.3. Without prejudice to the terms, conditions and specific rights provided in the Transaction
Documents, subject to the provisions of the Shareholders’ Agreement, the Subscription
Shares shall rank pari passu in all respects with the other Shares of the Company and each
Investor shall be entitled to all the rights and privileges to those of the holders of existing
Shares including, receiving dividends, voting powers, and distribution of assets or return of
capital by the Company. For avoidance of doubt, it is clarified that in the case of any
discrepancy or conflict between the provisions of this Agreement and the Shareholders’
Agreement with respect to the terms of issuance and allotment of the Subscription Shares,
then the provisions of the Shareholder’s Agreement shall prevail.

2.4. The share capital and shareholding pattern of the Company, (i) as on the Execution Date; and

14
 (ii) as on the Closing Date, shall be as set forth in Part A and Part B of Annexure 1,
respectively.

3. CONDITIONS FOR CLOSING

3.1. Conditions Precedent: The obligation of the Investors to subscribe to their respective
Subscription Shares and the payment of the Subscription Amount is conditional on the
satisfaction and fulfilment of all the conditions precedent set out at Annexure 3 (“Conditions
Precedent”) (to the extent that they have not been waived by the Investors in writing (with
respect to itself), in accordance with this Agreement), by the Promoters and the Company in a
form and substance satisfactory to each of the Investors.

3.2. Satisfaction of the Conditions Precedent:

3.2.1. The Promoters and the Company shall take all steps to promptly fulfil the Conditions
Precedent by the Closing Date but in no event later than the 10 (ten) Business Days
prior to Long Stop Date and upon the fulfilment (or waiver by the Investors (with
respect to itself), as case may be) of all the Conditions Precedent, to the satisfaction
of each of the Investors, the Company and the Promoters shall provide a written
confirmation of the same (“Conditions Precedent Completion Notice”) to each of
the Investors in the form set out at Annexure 4. The Conditions Precedent
Completion Notice shall be accompanied with duly authenticated or certified copies
all the necessary documents evidencing such fulfilment or waiver, as the case may be.

3.2.2. If the Conditions Precedent have been fulfilled to the reasonable satisfaction of each
of the Investors (or waived by the Investors with respect to itself in accordance with
this Clause 3.2), each Investor shall, as soon as practicable from the receipt of the CP
Completion Notice but before the Long Stop Date (“CP Satisfaction Period”),
countersign the Conditions Precedent Completion Notice (such countersigned CP
Completion Notice, the “CP Satisfaction Notice”), confirming that the Conditions
Precedent have been fulfilled to its reasonable satisfaction (or have been waived by
the Investors with respect to itself) and shall deliver such countersigned CP
Satisfaction Notice to the Company and the Promoters. However, if the Conditions
Precedent Completion Notice and/or the supporting documents are not to the
satisfaction of an Investor, then the relevant Investor (acting severally and not jointly)
shall issue a written notice stating the same along with the expectation with respect to
the manner of satisfaction, in which case the Promoters and/or the Company (as the
case may be) shall rectify and resubmit the Conditions Precedent Completion Notice
to the relevant Investor. This process shall be repeated till the time the Conditions
Precedent Completion Notice is to the satisfaction of each of the Investors as
evidenced by the CP Satisfaction Notice issued by such Investor, until the expiry of
CP Satisfaction Period.

3.2.3. If any of the Promoters or the Company become aware of anything which will or may
prevent any of the Conditions Precedent from being satisfied before the Closing Date,
the relevant Party shall forthwith notify the other Parties in writing. For the avoidance
of any doubt, it is clarified that (i) if the Conditions Precedent Completion Notice is
wrongfully withheld, it shall not affect the right of each of the Investors to enforce
Closing on the Closing Date in accordance with the terms of this Agreement and (ii)
no Party may seek to avoid its obligations under this Agreement on the grounds of
non-fulfilment of a Conditions Precedent which forms part of its obligations as per
this Clause 3.

3.2.4. Waiver: Where permissible under Applicable Law, the fulfilment of any of the
Conditions Precedent by the Company and the Promoters may be waived in writing

15
 by the Investors, with respect to itself, either on its own motion or upon a request of
the Promoters and the Company, as the case may be (with such waiver request being
tendered in writing by the Promoters and the Company to the Investors), subject to
any conditions that may be mutually agreed between the Parties in writing for the
relevant Investor tendering such waiver. It is clarified that any waiver of conditions
by an Investor shall not be binding on the other Investor.

4. 1CLOSING MECHANISM

4.1. Closing

4.1.1. With respect to such Investors as are satisfied of the fulfilment of or having waived
(in writing pursuant to Clause 3.2.4) the Condition Precedent, the Parties agree, in
accordance with the terms of this Agreement, the Parties agree that the Closing of an
Investor shall occur on its Closing Date.

4.1.2. The transactions contemplated under Clause 4.2 below to be consummated on

Closing with respect to an Investor shall be deemed to occur simultaneously and no
such transaction shall be considered as consummated unless all such transactions are
consummated, to the satisfaction of such Investor. For the avoidance of doubt, it is
hereby clarified that (i) the Closing with respect to PI shall occur simultaneously with
the Promoter SPA Closing, and the Closing with respect to PI shall not be deemed to
occur unless the Promoter SPA Closing has occurred in accordance with the terms of
the Promoter SPA; and (ii) the Closing with respect to Fireside shall occur
simultaneously with the LogX SPA Closing, and the Closing with respect to Fireside
shall not be deemed to occur unless the LogX SPA Closing has occurred in
accordance with the terms of the LogX SPA.

4.2. Actions on the Closing Date:

On the Closing Date, the following events shall take place simultaneously:

4.2.1. The Company and Fireside shall convert the Series A Compulsorily Convertible
Debentures held by Fireside under the Compulsorily Convertible Debenture Agreement
into Series A CCPS and shall revise and shall do all such things as are necessary to
revise, the conversion ratio of Series A1 Compulsorily Convertible Preference Shares in
the manner set out the Existing Securities Subscription Agreement;

4.2.2. The Investors shall remit their respective Subscription Amount by way of wire
transfer to the bank account of the Company (“Company Bank Account”), the
details of which shall be notified by the Company to each of the Investors in the
Conditions Precedent Completion Notice towards subscription of its respective
portion of the Subscription Shares. The Parties agree that the remittance of the
applicable portion of the Subscription Amount by such Investor in the manner set out
in this Agreement shall constitute full, final and complete discharge of the obligation
of such Investor with respect to payment of consideration for its Subscription Shares.
It is clarified that investment of all or part of the relevant portions of the Subscription
Amount by one Investor will not be conditional upon investment of the Subscription
Amount by the other Investors;

4.2.3. After the Company’s bank has confirmed the receipt of the Subscription Amount in
the Company Bank Account from an Investor, the Promoters shall ensure that the
Company shall duly convene a meeting of the Board, in accordance with applicable
Laws and its Charter Documents, wherein the Board shall pass resolutions, in a form
and manner acceptable to such Investor, for:

16
 (i) issuance and allotment to such Investor of the applicable portion of the
Subscription Shares and issuance of corresponding share certificates in the
name of such Investor;

(ii) approving the Restated Articles, subject to the approval of the shareholders of
the Company;

(iii) authorising the entry of such Investor in the register of members of the
Company as the holders of the applicable portion of the Subscription Shares;

(iv) appointing the 1 (one) individual nominated by PI as a non-executive

Director on the Board, subject to approval of the Shareholders and subject to
receipt of necessary documents in this regard from such nominee, including
Forms DIR-2 and DIR-8;

(v) appointing the 1 (one) individual nominated by PI as an observer on the

Board, in accordance with the provisions of the Shareholders’ Agreement;

(vi) authorising one or more of the Directors/officers of the Company to make

necessary filings with applicable Governmental Authorities and complete all
formalities under Applicable Law in relation thereto; and

(vii) convening an extraordinary general meeting of its shareholders, at shorter

notice to (a) confirm the appointment of the nominee of PI as a director on
the Board; (b) for adoption of the amended Restated Articles; and (c) to
approve any other relevant matter as may be necessary.

4.2.4. Immediately after the Board meeting and on the same day, subject to Applicable Law,
the Company shall conduct an extraordinary general meeting of the shareholders of
the Company at a shorter notice to: (i) confirm the appointment of the nominee of PI
as a director on the Board; (ii) for adoption of the amended Restated Articles; and (iii)
to approve any other relevant matter as may be necessary.

4.2.5. The Company shall deliver to each Investor the following:

(i) a declaration signed by a Director of the Company that the Subscription

Shares have been allotted to such Investor;

(ii) a certified true copy of the relevant extract of the Company’s register of
directors, evidencing the appointment of the Director nominated by PI;

(iii) a certified true copy of the relevant extract of the Company’s register of
members evidencing such Investor’s ownership of the relevant portion of the
Subscription Shares;

(iv) certified true copy of the resolutions passed at the meeting of the Board of
Directors of the Company in respect of the matters specified under Clause
4.2.3 above; and

(v) certified true copy of the resolutions passed at the meeting of the
Shareholders in respect of the matters specified in Clause 4.2.4 above.

4.2.6. Upon receipt of the applicable portion of the Subscription Amount on the Closing
Date by the Company, the Company and the Promoters undertake not to, in any way,
object or obstruct the issue and allotment of the applicable portion of the Subscription

17
 Shares to the relevant Investor, and the Company and the Promoters shall take all
actions and deeds to effectuate such issuance and allotment of such Subscription
Shares simultaneously with the receipt of the applicable portion of the Subscription
Amount by the Company.

4.2.7. The applicable portion of the Subscription Amount received by the Company from an
Investor shall be held by the Company to the order of such Investor until such time as
Closing shall be deemed to have taken place. Provided however that, and
notwithstanding anything contained in this Agreement, in the event that the issuance
of the relevant portion of the Subscription Shares does not occur in the manner and
time envisaged in this Agreement after remittance of the applicable portion of the
Subscription Amount by such Investor, then, without prejudice to the other rights that
such Investor may have under this Agreement and under Law or equity or otherwise,
the Promoters and the Company shall, at the request of the such Investor and within 1
(one) Business Day of such request, refund the entire Subscription Amount to such
Investor. Upon such refund, such Investor shall have the right, but not the obligation
to terminate this Agreement in accordance with Clause 9.2 with respect to itself by
written notice to the Company, and upon the issuance of such written notice, this
Agreement shall ipso facto cease and determine with respect to such Investor.

5. COVENANTS & POST CLOSING OBLIGATIONS

5.1. The Promoters and the Company agree and undertake that after the Closing Date, the
Promoters and the Company shall, to the satisfaction of each of the Investors complete each
of the Conditions Subsequent set out under Annexure 5 in such a manner and within the
periods specified therein.

6. REPRESENTATIONS AND 2WARRANTIES

6.1. The Warrantors jointly and severally represent and warrant to each Investor that all of the
Warranties contained in Annexure 6 are true, correct, complete and accurate in all respects
and are not misleading in any respect at the Execution Date and shall continue to be true,
correct, complete and accurate in all respects and not misleading in any respect, up to and on
the Closing Date, save and except as Disclosed in the Disclosure Letter; for the avoidance of
doubt, it is clarified that the exclusions to Warranty under paragraph 2.2 of Annexure 6 shall
not be repeated as on the Closing Date. The Warrantors jointly and severally acknowledge
that each Investor is entering into this Agreement relying upon such Warranties. All the
Warranties shall be deemed to be repeated as on Closing Date (except, for the avoidance
doubt, the exclusions to Warranty under paragraph 2.2 of Annexure 6), as if they were made
on and as of such date and all references therein to the Execution Date shall be deemed to be
references to the Closing Date.

6.2. The Warrantors shall procure that no actions are performed or action omitted by the
Promoters or the Company, until the Closing Date, which would result in any of the
Warranties being breached or rendered false, incomplete, inaccurate or misleading in any
aspect.

6.3. Each of the Warranties shall be separate and independent and shall not be limited or restricted
by reference to or inference from the terms of any other Warranty or any other terms of this
Agreement or qualified by any actual or constructive knowledge on the part of any of the
Investors or any of their respective agents, representatives, officers, employees or advisors or
by any investigation or diligence by any of the Investors. No Warranty shall be deemed to
qualify any other Warranties.

6.4. The Warrantors undertake to notify each Investor in writing promptly if any of them becomes

18
 aware of any fact, matter or circumstance (whether existing on or before the Execution Date
or arising afterwards) which would cause any of the Warranties given by them, to become
untrue, incorrect or inaccurate or misleading in any respect on or prior to the Closing Date.

6.5. In the context of the disclosures contained in the Disclosure Letter:

6.5.1. the Disclosure Letter shall be arranged to the lettered and numbered paragraphs
corresponding to the relevant Business Warranties in order to ensure specific
disclosures are made against the relevant Business Warranties;

6.5.2. a disclosure made by the Warrantor in the Disclosure Letter shall constitute an
exception to the particular Business Warranty against which it is made by specific
reference;

6.5.3. there is not omitted from the information Disclosed any information which would
have the effect of rendering the information so Disclosed misleading in any respect;

6.5.4. notwithstanding anything stated in this Agreement, nothing Disclosed, qualified or

excluded in the Disclosure Letter shall have the effect of limiting, qualifying or being
regarded as a disclosure against any of the (i) Fundamental Warranties; and/or (ii) the
Specific Indemnities.

7. INDEMNITY

7.1. Each of the Warrantors shall, subject to and in accordance with the provisions of this Clause
7, on a joint and several basis, indemnify defend and hold harmless each of the Investors,
their Affiliates and its Affiliates’ respective officers, directors, employees, managers,
shareholders, partners, members, agents and representatives (each an “Indemnified Party”
and together “Indemnified Parties”), from and against any and all Losses, incurred or
suffered by such Indemnified Party(ies), as a result or arising out of, or in relation to or
otherwise in respect of, the Indemnity Events.

For the purposes of this Clause 7, the Company and/or the Promoters, as the case may be,
shall be individually referred to as an “Indemnifying Party” and together as the
“Indemnifying Parties”.

7.2. In respect of any Indemnity Event arising out of or in connection with (a) a breach or
misrepresentation of any of the Fundamental Warranties; or (b) any gross negligence, fraud or
wilful misconduct committed by the Company and/or any Promoter, each of the Parties agree
and acknowledge that such Indemnified Party shall be entitled, at its option, to proceed either
against any or all of the Indemnifying Parties, and the Indemnifying Parties shall be liable in
this regard either jointly and/ or severally (as specified by such Indemnified Party), without
duplication of liability.

7.3. In respect of any Indemnity Event, other than as specified under Clause 7.2 above, each of the
Parties agree and acknowledge such Indemnified Party shall first proceed against the
Company to recover the full amount equivalent to the Loss incurred or suffered by such
Indemnified Party(ies), provided however that, if such Indemnified Party is unable to recover
the Losses from the Company, within 30 (thirty) days from delivery of the notice claiming
such Losses from the Company pursuant to this Clause 7, then, the Indemnified Party shall,
without prejudice to the other rights under this Agreement, have the right to recover the
amount equivalent to the Loss from the Promoters and/or the Promoter Trust immediately
after expiry of the aforesaid period.

7.4. Procedure for Non-Third Party Claims:

19
 7.4.1. If any Indemnified Party is entitled to indemnification under this Clause 7, such
Indemnified Party shall give notice (“Notice”) to the relevant Indemnifying Party
against whom the indemnity is claimed, in accordance with the provisions of
Clause 11 (Notices), of the Losses with respect to which such Indemnified Party
seeks indemnification pursuant hereto. Any failure or delay by the Indemnified Party
to notify the Indemnifying Parties as aforesaid shall not prejudice the indemnification
rights and/or remedies available to the Indemnified Party under this Clause 7,
provided that the Indemnifying Party will not be liable for any additional losses
incurred as a result of such delay, if such delay is caused by actions primarily
attributable to such Indemnified Party.

7.4.2. The Indemnifying Party shall within a period of 30 (Thirty) days (“Due Date”) from
receipt of such Notice, make the payment to the Indemnified Parties of the full
amount of the undisputed Loss. If the Indemnifying Party disputes the Indemnity
Event, they shall, within 30 (Thirty) days from the date of receipt of the Notice, issue
a written notice to the Indemnified Party(ies) detailing their rationale for disputing the
Indemnity Event. Any dispute in relation to the Notice and Indemnity Event shall be
settled in accordance with the procedure set out in Clause 10 (Governing Law and
Dispute Resolution) hereof. If any dispute under this Clause 7 has been resolved in
favour of Indemnified Person in accordance with Clause 10 (Governing Law and
Dispute Resolution), then the Indemnifying Person shall pay the amount of such Loss
claimed in the Notice to the Indemnified Party(ies) within a period of 10 (Ten) days
from the date of the order pursuant to Clause 10 directing the Indemnifying Parties to
make the indemnity payment.

7.4.3. A loss to Company on account of an Indemnity Event shall be deemed to be a Loss to

Investors to the extent of their respective shareholding, calculated on a Fully Diluted
Basis. As the Investors would be a Shareholder in the Company, and therefore, the
amounts payable by the Company to the Investors pursuant to this Clause 7 will be
grossed up (such grossed up amount may be referred to hereinafter as the “Company
Indemnity Amount”) one time, to an amount which is equal to X, where X = total
amount of Loss incurred + (total amount of Loss incurred x shareholding percentage
of the relevant Investor at the time of making the claim on a Fully Diluted Basis).

Illustration: In the event the Company is required to pay to an Investor INR 100 as
Loss in accordance with this Clause 7 and such Investor holds 20% Share Capital on
a Fully Diluted Basis, the amounts payable by the Company shall be equal to INR
120, that is, 100 + (100*20%).

7.5. Procedure for Third Party Claims:

7.5.1. If the Indemnity Event relates to or arises out of or in connection with or is suffered
on account of any claim, legal action, proceeding, suit, litigation, prosecution,
mediation or arbitration by a third party (“Third Party Claim”) against any
Indemnified Party, the Indemnified Party shall notify the Indemnifying Parties in
writing as soon as reasonably practicable after receiving a notice of Third Party Claim
(“Third Party Claim Notice”). Any failure or delay by the Indemnified Party to
notify the Indemnifying Parties as aforesaid shall not prejudice the indemnification
rights and/or remedies available to the Indemnified Party under this Clause 7,
provided that the Indemnifying Party will not be liable for any additional losses
incurred as a result of such delay, if such delay is caused by actions primarily
attributable to such Indemnified Party.

7.5.2. Upon the receipt of a Third Party Claim Notice, the Indemnifying Party, within 15
(fifteen) days from the date of receipt of the relevant Third Party Claim Notice, shall

20
 have the right, by providing written notice to the Indemnified Party, to assume control
of the defence of such Third Party Claims at the sole cost of the Indemnifying Party.
If an Indemnifying Party assumes control of the defence of a Third Party Claim as
contemplated herein, (A) the Indemnified Party shall, at the cost and expense of the
Indemnifying Party, continue to have the right to participate in the negotiation,
settlement or defence of such Third Party Claims and be represented by an
independent counsel in all proceedings relating to the Third Party Claim; (B) the
Indemnifying Parties shall not without the prior written consent of the Indemnified
Parties settle or consent to the entry of any judgment in any pending or threatened
Third Party Claim unless such settlement, compromise or consent includes an
unconditional release of the Indemnified Party from all liability arising or that may
arise out of such Third Party Claim; (C) the Indemnified Party shall be entitled to
assume or re-assume such control of the entire above said process at any point of
time, in which case, the Indemnifying Parties shall co-operate where necessary with
the Indemnified Party and its counsel in connection with such Third Party Claims and
the Indemnifying Parties shall be bound by the results obtained by the Indemnified
Party with respect to such Third Party Claims; (D) the Indemnifying Parties (i) should
keep the Indemnified Party informed of all material developments relating to the
defence of the Third Party Claim; (ii) in good faith consult with the Indemnified
Parties in relation to such defence; (iii) provide the Indemnified Parties an
opportunity to review all written submissions proposed to be made in defence of such
Third Party Claim upon receipt of written request from such Indemnified Parties
and/or their counsel; and (iv) furnish the Indemnified Parties and their counsel with
such records and information and testimony, and attend such conferences,
proceedings, hearings, trials and appeals as may be required by the Indemnified
Parties in relation to such Third Party Claim; and (E) Upon assuming control and
undertaking to defend the Third Party Claim, the Indemnifying Party(ies) shall have
deemed to have agreed, and shall not be entitled to later object or dispute a claim by
any Indemnified Party, that such Third Party Claim constitutes an indemnification
obligation for which the Indemnified Party(ies) are entitled to indemnification by the
Indemnifying Party(ies).

7.5.3. In the event the Indemnifying Party does not assume defense of a Third Party Claim
in the manner as set out in this Clause 7.5, the Indemnified Party shall have the right,
but not the obligation, to contest, defend and litigate, and to retain legal advisers of its
choice in connection with the Third Party Claims at the Indemnifying Party(ies) costs
and expenses.

7.5.4. (i) Any expenses or costs incurred by the Indemnified Party shall be the liability of
the Indemnifying Party; and (ii) any amounts required to be paid or deposited, or paid
or deposited by the Indemnified Parties, during the continuance of or in relation to a
Third Party Claim, with any Person or pursuant to an order of a Governmental
Authority or any guarantee required to be provided pursuant to an order of a
Governmental Authority, shall be the liability of the Indemnifying Party and the
Indemnifying Parties shall be liable to make all necessary payments to the
Indemnified Parties at least 3 (Three) Business Days prior to such amounts being due.

7.5.5. If the Indemnifying Party pays the Indemnified Party any amount in respect of an
Indemnity Event contained in Clause 7 and the Indemnified Party subsequently
becomes entitled to recover from a third party a sum which is referable to that
indemnity claim, (including any discount, relief or credit), the Indemnified Party shall
notify the Indemnifying Party(ies) and shall use all reasonable endeavours to recover
such sum from such third party. If any amount is actually recovered from such third
party, then such amount (up to the amount actually paid by the Indemnifying Party to
the Indemnified Party) shall be, subject to Applicable Law, repaid by the Indemnified

21
 Party to the Indemnifying Party (less any reasonable cost incurred in such recovery).

7.6. Subject to Clause 7.2 and Clause 7.3 above, each Promoter shall be jointly and severally
liable for his indemnification obligations under this Clause 7 and shall not (and hereby waives
any right to) seek contribution, indemnification or any other remedy from or against the
Company in respect of any amounts that may be paid or may be payable by such Promoter(s)
to the Investors, under the terms of this Agreement. The Promoters shall not seek restitution
from the Company for any amounts paid by them under the terms of this Agreement and the
Promoters expressly waive all rights in law, equity or otherwise in respect of such restitution.

7.7. Save and except the matters disclosed in the Disclosure Letter, the right to indemnification
under this Clause 7, shall not be affected or treated as qualified by any investigation or due
diligence conducted by or on behalf of the Investors, into the affairs of the Company or any
actual, imputed or constructive knowledge acquired or capable of being acquired (whether
pursuant to the due diligence or otherwise) at any time by or on behalf of the Investors,
whether before or after the Closing Date, with respect to the accuracy or inaccuracy of any
Warranty, or compliance or non-compliance with any obligation, undertaking, representation,
covenant or agreement of any of the Warrantors under any Transaction Document, and no
such investigation, due diligence or knowledge shall prejudice any claim for breaches of
Warranty or operate as to reduce any amount recoverable.

7.8. All sums payable by the Indemnifying Parties to the Indemnified Party under this Clause 7
shall be paid free and clear of all deductions or withholdings unless the deduction or
withholding is required by Applicable Law. Any payment by the Indemnifying Party pursuant
to this Clause 8 shall be made free and clear of, and without deduction for or on account of
any Taxes, charges, fees, costs, expenses or duties, except as may be required under
Applicable Law. If any such Taxes, charges, fees, costs, expenses or duties are required to be
deducted under Applicable Laws from any amounts payable or to be paid under this Clause 7
or if any Taxes are payable by the Indemnified Party on receipt of such payments, such
additional amounts shall be paid by the Indemnifying Party as may be necessary to ensure that
the recipient Indemnified Party receives a net amount equal to the full amount which it would
have received had such payment not been subject to such Taxes, charges, fees, costs,
expenses or duties.

7.9. Limitation of Liability:

7.9.1. Notwithstanding anything to the contrary contained in this Agreement, there shall be
no limitations to any indemnity claims arising out of (i) a breach of a Fundamental
Warranty, (ii) a Specific Indemnity matter, or (iii) fraud, gross negligence or wilful
misconduct of the Company or a Promoter.

7.9.2. Subject to Clause 7.9.1, (i) the Indemnifying Parties shall not be liable to the
Indemnified Parties for any Losses, unless the Loss suffered by the Indemnified
Parties exceeds 0.1% (Zero point One Per Cent) of the relevant Indemnified Party’s
Subscription Amount after which the Indemnifying Parties shall be liable; and (ii) the
aggregate liability of the Indemnifying Parties for all Losses suffered or incurred by
the Indemnified Parties arising out of or in relation to any of the Indemnity Events
shall not exceed 100% (One Hundred Per Cent) of the relevant portion of the
Subscription Amount applicable to such Indemnified Party and the ‘Purchase
Consideration’ (as defined under the Promoter SPA or the LogX SPA, as applicable
to such Indemnified Party).

7.9.3. Notwithstanding anything to the contrary contained in this Agreement, the personal
assets of the Promoters (other than (x) Shares held by the Promoter Trust; and (y) the
Beneficial Holding of each Promoter in the Promoter Trust) shall, in no event, be

22
 subject to any indemnity payment obligation in any manner, including by way of any
attachment or appropriation or requiring such Promoter to encumber or sell their
personal assets, for fulfilling their indemnity obligations under this Agreement, save
and except in case of an Indemnity Event arising out of or in connection with (i) fraud
or wilful misconduct or gross negligence by the Company and/or the Promoters; or
(ii) a breach or misrepresentation of any of the Seller and Promoter Representations
and Warranties (as defined under the Promoter SPA and the LogX SPA, as
applicable).

7.9.4. Subject to Clause 7.9.1, no claim with respect to breach of Warranties (other than
Fundamental Warranties and/or Warranties with respect to Taxes) shall be brought
against the Indemnifying Party unless the Indemnified Party shall have given to the
Indemnifying Party written notice of such claim on or before the date falling 3 (three)
years after the Closing Date (as applicable to such Indemnified Party). In relation to
Warranties with respect to Taxes, no claim for breach of Warranties shall be brought
against the Indemnifying Party unless the Indemnified Party shall have given to the
Indemnifying Party written notice of such claim on or before the expiry of the
limitation period as prescribed under Applicable Law.

7.9.5. Without prejudice to any other statutory remedies available to the Indemnified Parties
under Applicable Law and/or the Transaction Documents, the Indemnified Parties
will not be entitled to recover from the Indemnifying Parties under this Clause 7 and
clause 9 of the Promoter SPA and LogX SPA (as applicable), more than once in
respect of the same damage suffered.

8. INTERIM MANAGEMENT AND ACCESS

8.1. During the period beginning from the Execution Date and continuing until the Closing Date
(“Standstill Period”), the Company shall, and the Promoters shall cause the Company to
carry on its Business in the usual, regular and Ordinary Course in the same manner as
heretofore conducted and in such manner as conducted by other companies carrying on
business which is the same or similar to the Business (and in any event in accordance with
Applicable Law), to pay its debts and Taxes and pay or perform all its other obligations when
due.

8.2. The Promoters shall and shall cause the Company to, and the Company shall during Standstill
Period not directly or indirectly speak or discuss, enter into any contract or understanding
(whether or not such contract or understanding is absolute, revocable, contingent, conditional,
oral, written, binding or otherwise) or solicit with any third party, for a potential acquisition
of Equity Shares of the Company, including in relation to issuance / Transfer of any Equity
Shares of the Company, or granting any management rights in the Company, other than as set
out in the Transaction Documents.

8.3. The Promoters shall cause the Company to provide to the Investors and their respective
officers, agents, advisors, consultants and other representatives reasonable access to: (i) all of
the properties, books, contracts, commitments and records of the Company, (ii) all other
information concerning the business, properties and personnel of the Company as the
Investors may request, and (iii) all employees of the Company. The Promoters shall cause the
Company to provide such access / information within 3 (three) days of making a request for
the same.

8.4. Pending Closing, and except with the prior written consent of each Investor, the Warrantors
shall not do or omit to do, or cause to be done or omitted to be done, any act or thing which
would result (or be likely to result) in a breach of any of the Warranties at Closing.

23
8.5. During the Standstill Period, the Promoters and the Company shall promptly inform the
Investors in writing about the occurrence of any Material Adverse Change.

8.6. During the Standstill Period, the Company and/or the Promoters shall not, without the prior
written consent of the Investors:

(i) sell, license, Encumber or transfer to any Person any rights to any intellectual
property;

(ii) transfer or create any Encumbrance on the Shares of the Company, and the Promoters
shall procure that the Existing Shareholders (including their Affiliates) shall not
transfer or create any Encumbrance on the Shares held by them;

(iii) sell, lease, license, Encumber or otherwise dispose of any of the Assets or properties
of the Company, exceeding INR 10,000,000 (Indian Rupees Ten Million), or create
any security interest in such Assets or properties, other than in the Ordinary Course of
business;

(iv) grant, issue or redeem any Encumbrance or give any guarantee or indemnity;

(v) amend or change its Charter Documents in any manner whatsoever;

(vi) borrow any money, exceeding INR 40,000,000 (Indian Rupees Forty Million) in
aggregate, (except borrowings from its bankers in accordance with the limits and
drawdowns subsisting at the date of this Agreement);

(vii) adopt or change accounting methods or practices other than as required under
Applicable Law or revalue any of its assets, including writing down the value of
inventory or writing off notes or accounts receivable;

(viii) directly or indirectly, speak or discuss, enter into agreement or understanding (oral or
written) with or solicit any offers from, any third party with regard to a potential
investment in the Company, or grant of ownership interests and voting/management
rights or issue, sell, or grant, contract to issue, sell or grant, or authorize the issuance,
delivery, sale or purchase of any Shares of the Company or any other securities,
including securities convertible into, or exercisable or exchangeable for Shares of the
Company, and shall procure that the Existing Shareholders (including their Affiliates)
shall not do any of the above;

(ix) declare, set aside or pay any dividends on or make any other distributions (whether in
cash, stock or property) in respect of any Shares of the Company;

(x) split, combine or reclassify any Shares of the Company, or issue or authorize the
issuance of any other Shares including in respect of, in lieu of or in substitution for
Shares of the Company or repurchase, redeem, or otherwise acquire, directly or
indirectly, any Shares of the Company (or options, warrants or other rights
convertible into, exercisable or exchangeable therefor or make any other changes to
the Share Capital), other than as contemplated in this Agreement;

(xi) make any change in the terms and conditions of employment of any of its Directors or
employees or employ or terminate (except for good cause) the employment of any
person or appoint or settle the terms of appointment of any Key Employees;

(xii) enter into any arrangements, dealings or contracts with all or any of the Shareholders
or any Related Parties of the Company and / or Shareholders;

24
 (xiii) commence or settle any pending or threatened litigation, where the value of such
claim exceeds INR 1,000,000 (Indian Rupees One Million);

(xiv) make or change any election in respect of Taxes, adopt or change any accounting
method in respect of Taxes, enter into any closing agreement, settle any claim or
assessment in respect of Taxes, or consent to any extension or waiver of the limitation
period applicable to any claim or assessment in respect of Taxes;

(xv) undertake any expenditure, transaction or commitment exceeding INR 15,000,000

(Rupees Fifteen Million) individually or INR 50,000,000 (Rupees Fifty Million) in
the aggregate;

(xvi) undertake any modifications of any software used in the Business, unless in the
furtherance of the periodic maintenance of this software, nor shall it delete or take any
actions that may impair the Investor's ability to access any data associated with the
Business;

(xvii) act in breach of any obligation or in contravention of any Applicable Law,

government or statutory order;

(xviii) appoint or change its auditors;

(xix) make any material change in its Business;

(xx) take any decisions in relation to any of the Reserved Matters; and

(xxi) take or agree in writing or otherwise to take any of the actions described in the
preceding clauses of this Clause 8 or any other action that would prevent the
Company from performing or cause the Company not to perform its covenants
hereunder or that would prejudice the consummation of any of the transactions
contemplated in the Transaction Documents.

9. TERMINATION

9.1. Effectiveness

This Agreement shall be effective from the Execution Date and shall continue to be valid and
in full force and effect, unless terminated in accordance with the terms of this Agreement.

9.2. Termination Provisions: Without prejudice to Clause 9.3, this Agreement may be terminated:

(i) by the mutual written consent of the Parties prior to the Closing; or

(ii) by an Investor (with respect to itself) upon written notice to the Promoters and the
Company, upon occurrence of a Material Adverse Change prior to the Closing; or

(iii) by an Investor (with respect to itself) upon written notice to the Promoters and the
Company, if the Conditions Precedent have not been completed to the satisfaction of
such Investor or waived (where applicable) or if Closing has not been completed on
or before the Long Stop Date. It is clarified that until such time that such Investor
exercises its right to terminate the Agreement prior to the Long Stop Date (with
respect to itself), the Company and the Promoters shall continue to make best efforts
to ensure all the Conditions Precedent are completed to the satisfaction of such
Investor. It is clarified that, upon the service of such termination by an Investor, such
termination shall take effect only against such Investor and the other Investors may,

25
 at their own discretion, either continue with this Agreement or terminate this
Agreement in respect of itself/themselves; or

(iv) by an Investor (with respect to itself) upon written notice to the Promoters and the
Company, if there is a breach or default by the Company and/or the Promoters in the
performance of any of its/ their obligations under this Agreement, which breach has
not been cured within a period of 10 (ten) days of being notified of such breach by
such Investor; or

(v) by an Investor (with respect to itself), in accordance with Clause 4.2.7; or

(vi) by any Party in the event the Closing has not occurred in accordance with Clause 4.1;
provided that the right to terminate under this Clause 9.2 shall not be available to any
Party whose breach or failure to fulfil a condition for which it was responsible was
the cause for Closing to not occur in accordance with Clause 4.1 above. For the
purpose of this sub-clause(vi), each Promoter and the Promoter Trust will be
considered as a single Party.

9.3. Survival: If this Agreement is terminated by an Investor (with respect to itself) prior to the
Closing Date in accordance with Clause 9.2 above, this Agreement shall become void with
respect to such Investor and of no further force and effect, and none of the other Parties shall
have any right or obligation or liability to such Investor and vice versa under this Agreement,
provided however that, the provisions of this Clause 9.3 and Clauses 1 (Definitions and
Interpretation), 10 (Governing Law and Arbitration), 11 (Notices), 12 (Announcements and
Confidentiality), 13.5 (Amendment), 13.6 (Waiver and Consents), 13.8 (Severability), 13.10
(Assignment), 13.11 (Entire Agreement) and 13.12 (Costs) shall survive the termination of
this Agreement without limit in time.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of India without reference to its conflict of laws principles.

10.2. Dispute Resolution:

10.2.1. If any dispute arises in relation to or in connection with this Agreement, including in
respect of the validity, interpretation, implementation or alleged breach of any
provision of this Agreement or regarding a question, and including the questions as to
whether the termination of this Agreement by one Party hereto has been legitimately
arising out of this Agreement (a “Dispute”) between the Parties (the Parties to the
Dispute being the “Disputing Parties”), the Disputing Parties shall endeavour to
settle such Dispute amicably without making an external reference of the Dispute.

10.2.2. The attempt to bring about an amicable settlement of the Dispute is considered to
have failed as soon as one of the Disputing Parties, after reasonable attempts, which
attempt shall continue for not less than 10 (ten) calendar days, gives 3 (three) calendar
days’ notice thereof to the other Disputing Party in writing.

10.2.3. In case of failure to reach a settlement within 10 (ten) calendar days referred to above,
any Disputing Party shall submit the claim or Dispute to be finally settled by
arbitration. Such arbitration shall be governed by the arbitration rules of the Singapore
International Arbitration Centre (“Rules”), in force at the relevant time (which is
deemed to be incorporated into this Agreement by reference) and as may be amended
by the rest of this Clause 10.2. The seat and venue of arbitration shall be Bengaluru,
India. The arbitration board shall consist of 3 (three) arbitrators (“Arbitration

26
 Board”), who shall be appointed in accordance with the Rules, save and except the 3 rd
(Third) arbitrator, who shall act as the presiding arbitrator. The 3 rd (third) arbitrator
shall be appointed by the other 2 (two) arbitrators. If no such nomination is made
within 30 (thirty) days of the appointment of the second of the arbitrators, the 3 rd
presiding arbitrator shall be appointed by the President of the Singapore International
Arbitration Centre. All arbitration proceedings shall be conducted in the English
language. The arbitrators shall decide any such Dispute or claim strictly in accordance
with the Governing Law specified in Clause 10.1.

10.2.4. Enforcement. Judgement upon any arbitral award rendered hereunder may be entered
in any court having jurisdiction, or application may be made to such court for a
judicial acceptance of the award and an order of enforcement, as the case may be.

10.2.5. Costs and Nature of Award. Subject to the award of the Arbitration Board, neither the
existence of any Dispute nor the fact that any arbitration is pending hereunder shall
relieve any of the Parties of their respective obligations under this Agreement. Subject
to any award of the Arbitration Board, the pendency of a Dispute in any arbitration
proceeding shall not affect the performance of the obligations under this Agreement.

10.2.6. Co-operation. 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.

10.2.7. Continuing Obligation. Subject to the award of the Arbitration Board, neither the
existence of any Dispute nor the fact that any arbitration is pending hereunder shall
relieve any of the Parties of their respective obligations under this Agreement. Subject
to any award of the Arbitration Board, the pendency of a Dispute in any arbitration
proceeding shall not affect the performance of the obligations under this Agreement.

10.2.8. Jurisdiction. Subject to Clauses 10.2.1 to 10.2.7, the courts of Bengaluru, India shall
have exclusive jurisdiction in respect of any interim relief sought by any Party.

10.2.9. Consolidation of proceedings: If more than one arbitral proceeding has commenced
between the Parties under 1 (one) or more Transaction Documents, and a party that is
a party to any such arbitral proceedings contends that 2 (two) or more of such
proceedings are substantially related or that the issues therein should be heard in one
proceeding, the proceedings shall be consolidated in one proceeding, provided that the
arbitrator has determined that such proceedings can be consolidated in 1 (one)
proceeding.

11. NOTICES

11.1. Except as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and signed by or on
behalf of the Party giving it. Such notice shall be served by sending it by facsimile to the
number set forth below or delivering by hand, e-mail, mail or courier to the address set forth
below. In each case it shall be marked for the attention of the relevant Party set forth below:

If to PI:

Attention: Manoj Jaiswal

Address: No 134, Backside of Wipro Corporate Office, Doddakannelli, Sarjapur Road,
Bengaluru, Karnataka, 560035
Email: finance@premjiinvest.com
Telephone: +91 80 6119 8112

27
 If to Fireside:

Attention: Kanwaljit Singh

Address: Fireside Investment Advisory LLP- 1st Floor, Miraya Rose, Varthur Hobli,
Whitefield, Bangalore- 560066
Email: kanwal@firesideventures.com
Telephone: +91-9886467535

If to Priyanka:

Address: 3 Vakharia House, North South Road No. 9 JVPD Scheme, Behind Haveli
Temple, Vile Parle West, Mumbai, MH -400049
Email: priyanka@thesleepcompany.in
Telephone: +91-9820193748

If to Harshil:

Address: 3 Vakharia House, North South Road No. 9 JVPD Scheme, Behind Haveli
Temple, Vile Parle West, Mumbai, MH -400049
Email: harshil@thesleepcompany.in
Telephone: +91-9930447498

If to the Company:

Attention: Harshil Salot

Address: 35 1st Flr Vijay Trantech Chandivali Village Off Saki Vihar Rd Sakinaka
Andheri (E) Mumbai 400072
Email: harshil@thesleepcompany.in
Telephone: +91-9930447498

11.2. A notice or other communication received on any calendar day other than a Business Day, or
after business hours in the place of receipt, shall be deemed to be given on the next following
Business Day in such place.

11.3. The address or email address for serving notices can be changed by any Party by properly
serving notices on the other Parties informing them of the changes of address.

11.4. In the event that a Party refuses delivery or acceptance of a notice, request or other
communication, under this Agreement, it shall be deemed that the notice was given upon
proof of the refused delivery, provided the same was sent in the manner specified in this
Agreement.

12. ANNOUNCEMENTS AND CONFIDENTIALITY

12.1. Subject to the provisions of this Clause 12, no announcement, circular or communication
(each an “Announcement”) concerning the existence or content of this Agreement shall be
made by any Party and/or its Affiliates without the prior written approval of the other Parties
(such approval not to be unreasonably withheld or delayed). Without prejudice to the
generality of the foregoing, none of the Parties shall issue a press release or make any public

28
 Announcement or other public disclosure with respect to any of the transactions contemplated
herein without obtaining the prior written consent of each of the Investors or use the name of
such Investor or any of its or their respective Affiliates without obtaining in each instance the
prior written consent of such Investor.

12.2. This Clause 12 does not apply in respect of any Announcement if, and to the extent that, it is
required to be made by Applicable Law or by any other Governmental Authority of
competent jurisdiction to which the Party making the Announcement is subject, provided
however that, any Announcement shall, so far as is practicable, be made after consultation
with the other Parties and after taking into account such Parties’ reasonable requirements
regarding the content, timing and manner of dispatch of the Announcement in question.

12.3. Subject to Clause 12.4, the Parties agree and undertake that they and their Affiliates,
directors, officers, employees and professional advisors shall not reveal to any third Person,
other than the foregoing parties, on a need to know basis, any confidential information
without the prior written consent of the other Parties. A Party may disclose confidential
information, if and to the extent:

12.3.1. required by Applicable Law, provided however that, any such disclosure shall, so far
as is practicable, be made after consultation with the other Parties and after taking
into account such Parties’ reasonable requirements regarding the content, timing and
manner of dispatch of the disclosure in question;

12.3.2. required by any Governmental Authority to which the Party making the disclosure is
subject, whether or not such requirement has the force of law, in each case, as an
Investor deems appropriate, provided however that, any such disclosure shall, so far
as is practicable, be made after consultation with the other Parties and after taking
into account such Parties’ reasonable requirements regarding the content, timing and
manner of dispatch of the disclosure in question;

12.3.3. required to vest the full benefit of this Agreement in any Party or for the enforcement
of that Party’s rights;

12.3.4. disclosure is made to any of the Parties’ professional advisers, auditors and bankers
on a ‘need to know basis’, provided that, such Persons have been informed about, and
have agreed to comply with, the confidentiality requirement of this Clause 12;

12.3.5. disclosure is made to a bona fide purchaser of the Shares of the Company or a
potential investor in the Company, provided that, such bona fide purchaser had been
informed about and have agreed to comply with the confidentiality requirement of
this Clause 12;

12.3.6. the information has come into the public domain through no fault of the Party
disclosing such information;

12.3.7. was independently developed by the Party or was already in the lawful possession of
that Party;

12.3.8. where other Parties have given prior written approval to the disclosure; or

12.3.9. it is required for the filing of any Tax returns, statements or other similar documents
by a Party (or such Party's beneficial owners) with any applicable Tax authority.

12.4. For the avoidance of doubt, the Investors may disclose information that would otherwise be
Confidential Information to their respective Affiliates and their respective limited partners,

29
 directors, officers and employees, current or bona fide prospective partners, co-investors,
financing sources, transferees or bankers, lenders, accountants, legal counsels, business
partners, representatives and its professional advisers (provided that such persons or entities
need to know such information as the Investors deem appropriate, in each case only where
such persons or entities are advised of the confidential nature of such information and agree to
treat all such information confidentially or are otherwise bound by a duty of confidentiality on
terms no less restrictive than those set forth in this Clause 12).

12.5. The Company and the Promoters hereby agree that they shall obtain the written consent from
the Investors or their respective Affiliates prior to the Company’s issuance of any public
statement detailing the Investors’ subscription of Shares pursuant to any Transaction
Documents.

13. MISCELLANEOUS PROVISIONS

13.1. Use of Proceeds:

13.1.1. Unless otherwise agreed in writing by the Investors, the Subscription Amount shall be
utilised by the Company and the Promoters in accordance with the Transaction
Documents for (i) general corporate purposes of the Company; (ii) expansion of the
Business; (iii) hiring of Key Employees; (iv) acquisition and development of
technology related to the Business; (v) brand building of the Company and (vi) as
mutually agreed to between the Investors and the Company.

13.1.2. The Company shall be entitled to use the Subscription Amounts only after making
requisite filings as required under applicable Laws.

13.1.3. The Company shall provide a holding statement of the investments made pursuant to
Clause 13.2 below to each Investor on a quarterly basis.

13.2. Within 15 (fifteen) days from the Closing Date only after making requisite filings as required
under Applicable Laws, the Company shall invest the Subscription Amounts in a safe but
liquid fund(s) and/or AAA rated securities, basis prior consultation with the Investors, until
the Subscription Amount are used in accordance with Clause 13.1.

13.3. No Partnership or Joint Venture. The Parties expressly do not intend hereby to form a
partnership, either general or limited, and/or joint venture, under any jurisdiction’s law. The
Parties do not intend to be partners to one another, or partners as to any third party, or create
any fiduciary relationship among themselves, solely by virtue of their status as Shareholders
of the Company. To the extent that any Party, by word or action, represents to another Person
that any other Party is a partner or that the Company is a partnership, the Party making such
representation shall be liable to any other Parties that incur any losses, claims, damages,
liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature
whatsoever (including to any investigative, legal or other expenses incurred in connection
with, and any amount paid in settlement of, any pending or threatened legal action or
proceeding) arising out of or relating to such representation.

13.4. No Agency. No Party, acting solely in its capacity as a Shareholder of the Company, shall act
as an agent of the other Parties or have any authority to act for or to bind the other Parties.

13.5. Amendment. This Agreement may not be amended, modified or supplemented except by a
written instrument executed by each of the Parties.

13.6. Waiver and Consents. No waiver of any provision of this Agreement shall be effective unless
set forth in a written instrument signed by the Party waiving such provision. No failure or

30
 delay by a Party in exercising any right, power or remedy under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of the same preclude any further
exercise thereof or the exercise of any other right, power or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by Applicable Laws. Any waiver, and any consent by any of the Parties under any
provision of this Agreement may be given subject to any conditions thought fit by the person
giving that waiver or consent. Any waiver or consent shall be effective only in the instance
and for the purpose for which it is given.

13.7. No Objection: The Promoters and the Company each hereby grant their free, unconditional
and irrevocable no objection to the Investors and their respective Affiliates and/or any other
entity forming part of the Investors’ group to make any investment in, or enter into a
collaboration with, any other entity in India including but not limited to any entity carrying on
any business in the same field as the business being carried on by the Company or any of its
Subsidiaries (if any).

13.8. Severability. Each and every obligation under this Agreement shall be treated as a separate
obligation and shall be severally enforceable as such and in the event of any obligation or
obligations being or becoming unenforceable in whole or in part. 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 the
Agreement are not altered. If any (part and not the whole) provision is unenforceable, the
remainder of such provision shall not be affected and shall continue to apply. The Parties
specifically acknowledge that in the event that any aspect of the commercial understanding
reached between them in this Agreement is unenforceable, they shall take such alternative
steps as are permissible under Applicable Laws, in order to legally implement such
understanding.

13.9. Counterparts. This Agreement may be executed in one or more counterparts including
counterparts transmitted by PDF copies via email exchange, each of which shall be deemed to
be an original, but all of which signed and taken together, shall constitute one document.

13.10. Assignment: The Promoters and the Company shall not be entitled to assign their rights and
obligations under this Agreement in any manner without the prior consent of the Investors.
The Investors shall be entitled to assign its rights and obligations under this Agreement to any
Person including without limitation Affiliates, lenders or transferee of Subscription Shares,
one or more affiliated partnerships or funds managed by them or any of their directors,
officers or partners at all times without the consent of any other Party.

13.11. Entire Agreement. This Agreement (together with the other Transaction Documents and any
other documents referred to herein or therein) constitutes the whole agreement between the
Parties relating to the subject matter hereof and supersedes any prior agreements or
understandings relating to such subject matter including without limitation the non-binding
term sheet(s), executed, inter alia, between the Investors and the Company.

13.12. Costs. The stamp duty payable on this Agreement and the issuance of the Subscription Shares
shall be borne by the Company.

13.13. Further Action. Each Party agrees to perform (or procure the performance of) all further acts
and things (including the execution and delivery of, or procuring the execution and delivery
of, all deeds and documents that may be required by law or as may be necessary, required or
advisable, procuring the convening of all meetings, the giving of all necessary waivers and
consents and the passing of all resolutions and otherwise exercising all powers and rights
available to them) as the other Party may reasonably require to effectively carry on the full

31
 intent and meaning of the Transaction Documents and to complete the Transactions
contemplated hereunder.

13.14. Consent to Specific Performance. The Parties declare that it is impossible to measure in
money the damages that would be suffered by a Party by reason of the failure by any other
Party to perform any of the obligations hereunder. Therefore, if any Party shall institute any
action or proceeding to seek specific performance or enforcement of the provisions hereof,
any Party against whom such action or proceeding is brought hereby waives any claim or
defence therein that the other Party has an adequate remedy at law.

13.15. Time. Any date or period as set out in any Clause of this Agreement may be extended with
the written consent of the Parties failing which time shall be of the essence.

13.16. Independent Rights. Each of the rights of the Parties are independent, cumulative and without
prejudice to all other rights available to them, and the exercise or non-exercise of any such
rights shall not prejudice or constitute a waiver of any other right of the Party, whether under
this Agreement or otherwise. As such, each Party to this Agreement is an independent Party
and shall not be liable for any default of any other Party, nor shall default by one Party be
deemed to be a cross default of another Party.

13.17. Injunctive Relief. The Parties agree that the Investors shall be entitled to an injunction,
restraining order, right for recovery, suit for specific performance or such other equitable
relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the
Company and/or any or all of the Promoters from committing any violation or to enforce the
performance of the covenants, representations and obligations contained in this Agreement.
These injunctive remedies are cumulative and are in addition to any other rights and remedies
the Parties may have at law or in equity.

13.18. Non-Exclusive Remedies. The rights and remedies herein provided are cumulative and none
is exclusive of any other, or of any rights or remedies that any Party may otherwise have at
law or in equity. The rights and remedies of any Party based upon, arising out of or otherwise
in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement
or failure to fulfil any condition shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy or breach is
based may also be the subject matter of any other representation, warranty, covenant or
agreement as to which there is no inaccuracy or breach.

13.19. No Fiduciary Duty. The Parties acknowledge and agree that nothing in this Agreement or the
Transaction Documents shall create a fiduciary duty of the Investors to the Company or its
Shareholders.

IN WITNESS THEREOF THE PARTIES IN THEIR FREE CONSENT AND FULL

UNDERSTANDING WITH THE INTENT TO LEGALLY BIND THEMSELVES TO THIS
AGREEMENT EXECUTE THIS SHARE SUBSCRIPTION AGREEMENT THROUGH
THEIR DULY AUTHORISED PERSONS

[Signature Pages Follow]

32
SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For PI OPPORTUNITIES FUND I SCHEME II

Through its Authorised Signatory

_____________________

Name:

[Remainder of this page intentionally left blank]

SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For FIRESIDE VENTURES INVESTMENT FUND – II

Through its Authorised Signatory

_____________________

Name:

[Remainder of this page intentionally left blank]

SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For COMFORT GRID TECHNOLOGIES PRIVATE LIMITED

Through its Authorised Signatory

_____________________

Name:

[Remainder of this page intentionally left blank]

SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For PRIYANKA SALOT

_____________________

[Remainder of this page intentionally left blank]

SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For HARSHIL SALOT

_____________________

[Remainder of this page intentionally left blank]

SIGNATURE PAGE TO THE SHARE SUBSCRIPTION AGREEMENT THE DATE AND
YEAR HEREINABOVE WRITTEN BETWEEN THE INVESTORS, THE PROMOTERS
AND THE COMPANY

For AYAAN TRUST

Through its Authorised Signatory

_____________________

Name:

[Remainder of this page intentionally left blank]

 ANNEXURE 1

PART A: CAPITAL STRUCTURE OF THE COMPANY ON A FULLY DILUTED BASIS AS

ON THE EXECUTION DATE

S. No Details of Equity Series Seed No. of Shares Percentage

Shareholder Shares CCPS on a Fully Shareholding on a
Diluted Basis Fully Diluted Basis

1. Ayaan Trust 2,39,999 2,39,999 71.53%

2. Priyanka Salot1 1 1 0.00%

3. ESOP Pool 26,667 26,667 7.95%

4. Fireside Ventures 1 66,937 66,938 19.95%

Investment Fund –
II2

5. Logx Venture 1,667 1,667 0.50%

Partners LLP

6. Varun Alagh 257 257 0.08%

Total 2,66,668 68,861 3,35,5293 100%

1
Ms. Priyanka Salot is the legal owner of the share, whose beneficial ownership lies with the Ayaan Trust
2
As per the Compulsorily Convertible Debenture Agreement entered into between the Company and Fireside dated 16
December 2021, Fireside subscribed to 30,00,000 compulsorily convertible debentures, having face value of INR 100 each,
in the Company.
3
In addition, Alteria has subscribed to 2500 partly paid-up Series A1 CCPS, having face value of INR 100 each, in the
Company pursuant to the Securities Subscription Agreement dated 1 March 2022.

39
 PART B: CAPITAL STRUCTURE OF THE COMPANY ON A FULLY DILUTED BASIS AS
ON THE CLOSING DATE

S. Details of Equity Series Series Series A1 Series B No. of Percentage

No Shareholder Shares Seed A CCPS CCPS Shares on Shareholding
CCPS CCPS a Fully on a Fully
Diluted Diluted Basis
Basis

1. Ayaan Trust 2,30,659 2,30,659 53.77%

2. Priyanka 1 1 0.00%
Salot4

3. ESOP Pool 26,667 26,667 6.22%

4. Fireside 1 68,604 21,534 793 90,932 21.20%

Ventures
Investment
Fund – II5

5. Varun Alagh 257 257 0.06%

6. Alteria 2,500 1,077 0.25%

Capital6

7. PI 9,340 70,049 79,389 18.51%

Opportunities
Fund II

Total 2,66,668 68,861 21,534 2,500 70,842 428,982 100%

4
Ms. Priyanka Salot is the legal owner of the share, whose beneficial ownership lies with the Ayaan Trust.
5
As per the Compulsorily Convertible Debenture Agreement entered into between the Company and Fireside dated 16
December 2021, Fireside subscribed to 30,00,000 compulsorily convertible debentures, having face value of INR 100 each,
in the Company, accordingly, has been converted into 21,534 Series A CCPS as on the Closing Date as per the conversion
ratio.
6
Alteria subscribed to 2500 Series A1 CCPS in the Company, having face value of INR 100 each, in the Company, pursuant
to the Securities Subscription Agreement dated 1 March 2022, however, the conversion ratio of such Series A1 CCPS has
been adjusted as on the Closing Date.

40
 ANNEXURE 2

DETAILS OF INVESTMENT BEING MADE BY THE INVESTORS

# Name of the Investors No. of Subscription Subscription Amount (in

Shares INR)

1. PI Opportunities Fund I Scheme II 70,049 1,148,243,208

2. Fireside Ventures Investment Fund 793 1,29,98,856

– II

41
 ANNEXURE 3

CONDITIONS PRECEDENT

1. Each of the Transaction Documents shall have been executed by each of the parties thereto and
shall be in full force and effect and no default on breach shall have occurred under any of the
Transaction Documents.

2. No event or circumstance shall have occurred that has resulted in or gives rise to a Material
Adverse Change (or any development that can reasonably be foreseen or is reasonably likely to
result in any Material Adverse Change).

3. The Warranties made by the Company and the Promoters under the Transaction Documents being
true, correct, complete, accurate in all respects and not misleading in any respect and receipt by
each Investor of a confirmation from the Promoters and the Company confirming the said fact.

4. There shall have been no threatened, instituted or pending action or proceeding by any Person
before any Governmental Authority, domestic or foreign, seeking to impose or confirm
limitations on the ability of each Investor, to exercise full rights of ownership of the Subscription
Shares, in accordance with the terms of this Agreement, or the rights under the Transaction
Documents, or seeking to require divestiture by each Investor of any of such Shares or seeking to
prohibit or restrict the consummation of the transactions contemplated under the Transaction
Documents.

5. The Company shall have obtained and delivered to each Investor all corporate, governmental,
management, Third Party and regulatory approvals consents and waivers necessary for the
performance of the transactions contemplated under the Transaction Documents.

6. The Company and the Promoters shall have intimated Alteria Capital and Orbis Trusteeship
Services Private Limited of the investment by each Investor and obtain a waiver under the
Existing Securities Subscription Agreement against the pre-emptive right to invest held by Alteria
Capital at least 10 (ten) days prior to Closing.

7. The Company shall have obtained the written consent for appointing the Director nominated by
PI from of Mangal Maruti Corporation pursuant to the leave and license agreement for the
corporate office of the Company dated 20 October 2021.

8. The Company and Promoters shall have obtained a waiver from Fireside under the Existing
Shareholders’ Agreement for the following rights held by Fireside: (i) no other person shall be
granted rights in the Company that are more favourable than the rights granted to Fireside; (ii)
first offer additional securities to Existing Shareholder in proportion to Existing Shareholder’s
pro rata shareholding in the Company; (iii) Fireside’s veto rights over amendments to charter
documents; and any transaction affecting the share capital of the Company.

9. The Company shall have ensured that all requisite actions and compliances in connection with the
preferential allotment have been undertaken in compliance with the Act, including:

(i) the Company shall have provided a private placement offer letter in Form PAS-4 along
with an application form, to the Investors for subscription to the Subscription Shares in
accordance with the terms hereof and the Investors shall have provided executed copies
of such private placement offer letters and the application forms acknowledging its
acceptance to subscribe to the Subscription Shares;

(ii) further, the Company shall have maintained a complete record of private placement
offers in Form PAS-5;

42
 (iii) the Company shall have delivered to the Investors certified true copies of all requisite
documents and other proof evidencing compliance of the above, including Form MGT
14, to the satisfaction of the Investors.

10. The form of the Restated Articles shall have been mutually agreed to by the Parties.

11. The Company shall have provided to the Investors, a valuation certificate from a registered
valuer/merchant banker, under the Companies Act and the Income Tax Act, 1961, containing the
fair market value of the Subscription Shares, as per an internationally accepted pricing
methodology acceptable to the Investors.

12. The Company shall have entered into a detailed engagement agreement with Dr. Vijay Tripathi, in
the form agreeable to PI, containing an assignment of inventions and research materials, as well as
protective covenants and obligations towards Company-Owned Intellectual Property.

13. The Company shall have entered into copyright assignment agreements with each of the creative /
advertising agencies or consultants, whether currently engaged or those previously engaged by the
Company.

14. The Company shall have amended the employment agreements with its employees, in the form
agreeable to PI, to: (i) automatically transfer all present and future Intellectual Property Rights
developed by such employees and retainers (if any) to the Company, (ii) impose certain obligations
to maintain and protect Company-Owned Intellectual Property, (iii) make assignment of the
Intellectual Property Rights irrevocable, granted without any consideration, for perpetuity, and on a
worldwide, royalty free basis, (iv) waiver of all moral rights of the author of the Intellectual
Property Rights.

15. The Company shall have amended the employment agreement entered into by the Promoters with
the Company in a form acceptable to the Investor, which shall be effective only from the Closing
Date.

16. The Company shall have filed the requisite applications for approval from the Maharashtra
Metropolitan Region Development Authority for operating the factory premises under Air
(Prevention and Control of Pollution) Act, 1981, The Water (Prevention and Control of Pollution)
Act, 1974, and Hazardous & Other Waste (Management & Transboundary Movement) Rules 2016.

17. The Company shall have appropriately amended the Share Subscription Agreement dated 21 June
2021 executed amongst the Company, Promoters and Fireside in line with Clause 7 of this
Agreement (Indemnity).

43
 ANNEXURE 4

FORM OF CONDITIONS PRECEDENT COMPLETION NOTICE

Date: [●]

PI OPPORTUNITIES FUND I SCHEME II

[insert address]

FIRESIDE VENTURES INVESTMENT FUND – II

[insert address]

Re: Share Subscription Agreement dated [] executed, by [], Company, Fireside Ventures
Investment Fund – II and PI Opportunities Fund I Scheme II (the “Share Subscription
Agreement”)

We refer to the Share Subscription Agreement dated [] (the “Agreement”) executed by and amongst PI
Opportunities Fund I Scheme II, Fireside Ventures Investment Fund – II (collectively the “Investors”),
Priyank Salot, Harshil Salot (collectively the “Promoters”) and Comfort Grid Technologies Private
Limited (“Company”).

We hereby confirm, declare and certify pursuant to Clause 3.2 of the Agreement that as of the date
hereof:

1. The Warranties are true, correct, accurate and complete in all respects and not misleading in any
respect as on the date hereof and the Closing Date and neither the Company nor the Promoters are
aware of any matter or fact or thing which is in breach of or inconsistent with any of the
Warranties.

2. No event or circumstance has occurred that gives rise to a Material Adverse Change (or any
development that can reasonably be foreseen or is reasonably likely to result in any Material
Adverse Change).

3. Each of the covenants and agreements of the Promoters and the Company to be performed on or
prior to Closing have been duly performed in all respects and there has been no breach of any
provision of any Transaction Document.

4. There shall be no threatened, instituted or pending action or proceeding by any Person before any
Governmental Authority, domestic or foreign, seeking to impose or confirm limitations on the
ability of the Investors, to exercise full rights of ownership of the Subscription Shares, in
accordance with the terms of this Agreement, or the rights under the Transaction Documents, or
seeking to require divestiture by the Investors of any of such Shares or seeking to prohibit or
restrict the consummation of the transactions contemplated under the Transaction Documents.

5. Other than the Approvals that have been obtained and copies of which have been provided to the
Investors, no other permissions, Approvals, licences, consents, registrations and authorisations
from any Person is necessary for the issue of the Subscription Shares.

6. Each of the other Conditions Precedent specified in Annexure 3 of the Agreement have been
satisfied (unless specifically waived by the Investors in writing in accordance with Clause 3.3).
The table below sets out the details of the documents evidencing such compliance, which

44
 documents have been enclosed herewith.

Agreement Reference Particulars of Condition Documents Enclosed

Number Precedent

Annexure 3, para [●] [●] [●]

Annexure 3, para [●] [●] [●]

Capitalized words and expressions used in this letter but not defined herein shall have the same meaning
as assigned to them in the Agreement.

Yours sincerely,

____________________

[To be executed by the Company and each of the Promoters]

Encl: As above

Accepted by PI

______

[To be counter-signed by PI]

Accepted by Fireside

______

[To be counter-signed by Fireside]

45
 ANNEXURE 5

CONDITIONS SUBSEQUENT

1. Within 7 (seven) days from Closing Date, the Company shall provide the duly stamped share
certificates in relation to applicable portion of Subscription Shares, issued as per the Companies
Act;

2. Within the statutory period prescribed under the Companies Act, the Company shall file with the
jurisdictional RoC, the following statutory forms under the Companies Act, as applicable, and shall
provide the Investors with each such statutory form duly filed with the jurisdictional RoC, along
with receipts in respect of such forms:

(a) e-Form PAS-3 (Return of Allotment) prescribed under the Companies (Prospectus and
Allotment of Securities) Rules, 2014 with respect to the allotment of Subscription Securities
and all other applicable forms, if any, prescribed by the rules issued under the Companies
Act;

(b) e-Form MGT 14 prescribed under the Companies (Management and Administration) Rules,
2014 with respect to the filing of special resolution passed by the Shareholders approving the
amendment of the Charter Documents at the Closing;

(c) e-Form DIR-12 prescribed under the Companies (Appointment and Qualification of
Directors) Rules, 2014 for the appointment of the individual nominated by the Investors, as a
Director, along with the consent obtained by the Company from such Person in e-Form DIR
2; and

(d) any other forms required to be filed under the Companies Act in connection with the
transactions contemplated under this Agreement.

3. Within 14 (fourteen) days from Closing Date, the Company shall file for composite trademark
applications ‘Elev8’ and ‘ONYX’ along with the house brand ‘THE SLEEP COMPANY’, in each
of the relevant classes of goods and services, (for example, ‘SLEEP COMPANY ELEV8’ or
‘SLEEP COMPANY ONYX’), which include other distinctive elements, such as logos, stylized
fonts, etc., along with house brand of the Company.

4. Within 30 (thirty) days from Closing Date, the Company shall intimate IndusInd Bank of the
change in its capital structure as per the sanction letter dated 20 July 2022.

5. Within 30 (thirty) days from Closing Date, the Company shall file a trademark application for its
trade name ‘Comfort Grid’ in Classes 20 and 24 before the Trade Marks Registry, Mumbai.

6. Within 30 (thirty) days from Closing Date, the Company shall provide a confirmation (along with
the copy of the insurance policy) that Directors’ and Officers’ liability insurance covers the
Director nominated by PI.

7. Within 30 (thirty) days from Closing Date, the Company shall provide to PI, a comprehensive
Intellectual Property policy setting out the obligations of employees and consultants towards the
Company’s intellectual property assets.

8. Within 30 (thirty) days from Closing Date, the Company shall enter into invention assignment and
Intellectual Property Rights agreements with each of its employees.

46
9. Within 30 (thirty) days from Closing Date, the Company shall institute a separate privacy policy
for the collection and processing of Personal Data from employees in a form and substance
acceptable to PI as required under Applicable Law.

10. Within 30 (thirty) days from Closing Date, the Company shall implement adequate security
standards in accordance with Privacy Laws.

11. Within 30 (thirty) days from Closing Date, the Company shall amend its privacy policy applicable
to its users to (a) display the details of the grievance officer appointed by the Company; and (b)
mention the security standards implemented by the Company as required under Applicable Law.

12. Within 30 (thirty) days from Closing Date, the Company shall insert language in a form and
substance acceptable to PI, in the proposed employment agreements, to obtain consent from its
employees for the collection and processing of the employees’ Personal Data.

13. Within 30 (thirty) days from Closing Date, the Company shall transfer the Aadhaar numbers
collected and stored, to a separate secured and restricted internal network such as a data vault, as
required under Applicable Law.

14. Within 30 (thirty) days from Closing Date, the Company shall execute formal agreements with its
top 10 (ten) suppliers outlining the mutually agreed upon arrangement between the parties.

15. Within 30 (thirty) days from Closing Date, the Company shall ensure that it is in compliance with
the Consumer Protection (E-Commerce) Rules, 2020, inter alia with respect to (a) mentioning the
name and details of any importer from whom the Company has purchased imported goods, and (b)
ensuring that grievance redressal officer acknowledges receipt of consumer complaints within 48
hours and redresses the complaint within one month from the date of receipt of such complaint.

16. Within 30 (thirty) days from Closing Date, the Company shall amend its consent forms, in the form
agreeable to PI, for collection of Aadhaar, in a form and substance acceptable to PI, including to
provide an exhaustive list of purposes for which Aadhaar is collected by its employees, as required
under Applicable Law.

17. Within 30 (thirty) days from Closing Date, the Company shall comply with all requirements under
the Intermediary Rules, including, but not limited to, amending the terms and conditions of its
website to include all types of prohibited content that are required to be communicated to the users
of the Company’s website, and publishing such amended terms and conditions on its website.

18. Within 30 (thirty) days from Closing Date, the Company shall amend and restate the underlying
agreements and pay the applicable stamp duty on the following agreements: (i) Memorandum of
Understanding with Infinit E-Kart General Trading LLC; and (ii) employment agreement with
Shilpa Bhattar.

19. Within 30 (thirty) days from Closing Date, the Company shall appoint an external member to the
Internal Committee as per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

20. Within 30 (thirty) days from Closing Date, the Company shall amend its Equal Employment
Opportunity policy to include provisions on: (i) facility and amenity provided to persons with
disabilities to enable them to effectively discharge their duties in the establishment; (ii) the manner
of selection of transgender persons and persons with disabilities for various posts, post-recruitment
and pre-promotion training, preference in transfer and posting, special leave, (iii) provisions for
assistive devices, barrier-free accessibility and other provisions for persons with disabilities; and
(iv) appointment of liaison officer by the establishment to look after the recruitment of persons
with disabilities and provisions of facilities and amenities for such employees.

47
21. Within 30 (thirty) days from Closing Date, the Company shall file an application for the Input
Service Distributor (ISD) registration under the Central Goods and Services Act, 2017.

22. Within 30 (thirty) days from Closing Date, Company shall provide to PI, a copy of the declaration
made by Ms. Priyanka Salot under Rule 2(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014 in relation to the funds advanced by her to the Company.

23. Within 45 (forty five) days from Closing Date, the Company shall execute formal agreements with
each of its employees outlining their rights, benefits, entitlements, and obligations.

24. Within 60 (sixty) days from Closing Date, the Company shall make annual filings for current and
all the past years with the appropriate authority under the following acts: (i) Maternity Benefits
Act, 1961, (ii) Payment of Wages Act, 1936; (iii) Minimum Wages Act, 1948; and (iv) Payment of
Bonus Act, 1965.

25. Within 60 (sixty) days from Closing Date, the Company shall enter into formal arrangements with
the job workers involved in the process of conversion of (a) premix to compounded beans, (b)
compounded beans to mattress grid.

26. Within 90 (ninety) days from Closing Date, the Company shall file applications for registration
under: (i) Contract Labour (Regulation and Abolition) Act 1970, and (ii) Maharashtra Private
Security Guards (Regulation of Employment and Welfare) Act, 1981.

27. Within 90 (ninety) days from Closing Date, the Company shall (i) dematerialize the Shares and (ii)
provide each Investor with a copy of the duly signed, undated, irrevocable and unconditional
delivery instruction slip to be issued to its depository participant instructing them to credit the
respective portion of Subscription Shares to the demat account of the relevant Investor.

48
 ANNEXURE 6

WARRANTIES

The Warrantors jointly and severally represent and warrant to each Investor as follows:

1. Power and Authority

1.1 The Company is a private limited company, duly organised and validly existing under the Laws
of India.

1.2 Each of the Warrantors have the full power and authority to execute, deliver and perform the
Transaction Documents to which it is a party and to consummate the transactions contemplated
by the Transaction Documents to which it is a party.

1.3 This Agreement has been duly and validly executed by each Warrantor, and upon the execution
and delivery by each Warrantor of the other Transaction Documents to which it is a party, each
such Transaction Document will constitute, legal, valid, and binding obligations of each
Warrantor, enforceable against it in accordance with their respective terms.

2. Conflicting Instruments and Consents

2.1 The execution, delivery and performance by each of the Warrantors of the Transaction
Documents to which any of the Warrantors are a party will not:

(i) Violate, conflict with, result in a breach of the terms, conditions or provisions of, result in
the creation of any Encumbrances or constitute a default, an event of default (or an event
that, with the giving of notice or lapse of time or both, would constitute an event of
default) or an event creating rights of acceleration, modification, termination or
cancellation, or a loss of rights, incurring any liability or making any payments to any
Person, under any or all of the following:

(a) the Charter Documents of the Company;

(b) any contract to which any of the Warrantors are a party;

(c) any Approval or order to which any of the Warrantors are a party or by which
they are bound;

(d) any consents or waivers required to give effect to and complete the transactions
contemplated in this Agreement;

(e) any Applicable Law; and

(f) Existing Definitive Agreements.

(ii) Constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under

any bankruptcy law or other Applicable Law for the protection of debtors or creditors.

2.2 Other than under the Articles or the Existing Shareholders Agreement, the Existing Securities
Subscription Agreement and the leave and license agreement dated 20 October 2021 executed with
Mangal Maruti Corporation, no consent or intimation to, from or with any Person is required on
the part of any of the Warrantors in connection with the execution, delivery and performance of
the Transaction Documents to which any of the Warrantors are a party, the compliance by any of
them with any of the provisions hereof or thereof, or the consummation of the transaction

49
 contemplated hereby or thereby.

2.3 To the knowledge of the Warrantors, no steps have been taken to enforce any security over any
Assets of the Company and no event has occurred to give the right to enforce such security.

2.4 Neither the entry into, nor compliance with, nor completion of the Transaction Documents is
likely to cause the Warrantors to lose the benefit of any right, credit or privilege that the
Company and/or the Warrantors presently enjoy.

2.5 The copies of Charter Documents of the Company delivered to each Investor are true, complete
and up to date. The Company has complied with its Charter Documents, and, in particular, has
not entered into any ultra vires transaction.

3. Business of the Company

3.1 The Company does not carry on any business other than the Business.

3.2 The Company follows highest standards of ethical business practices and neither the Company
nor their Affiliates, whether in connection with the Business or the transactions contemplated
under this Agreement, or otherwise has acted in violation of Applicable Law.

3.3 Nothing Disclosed in the Disclosure Letter shall amount to a Material Adverse Change.

3.4 The Warrantors are in compliance with and have at all times complied with all Applicable Law,
have made timely filing of appropriate returns, statements, reports, registrations with any
Governmental Authority and have not received any notices of violation of any Applicable Law.
The Warrantors are not in default with respect to any order served upon any Warrantor. The
Warrantors are in compliance with and have at all times complied with rules and regulations,
code of ethics, best practices applicable to the Business (whether codified or otherwise).

3.5 None of the Warrantors are in violation or default of:

(i) any provision of the Charter Documents of the Company;

(ii) any judgment, order, writ, decree to which it is a party or by which it is bound; or

(iii) any provision of any Applicable Law.

3.6 The Company has obtained in its name all licences, franchises, permits, privileges, immunities,
Approvals, consents and other authorizations (including under applicable Tax legislations)
required under Applicable Law including as necessary to entitle it to own or lease, operate and
use its Assets and to carry on and conduct its Business as currently conducted (collectively
“Governmental Permits”) and all such Governmental Permits are valid and subsisting and no
event has occurred and no condition or state of fact exists which (i) constitutes (whether with
notice, lapse of time and/ or otherwise) a breach of or default under any of those Governmental
Permits, or (ii) to the best of the Warrantors’ knowledge, would result in or permit any of those
Governmental Permits being modified, terminated, suspended or revoked and the Company is
duly licensed and qualified to transact its business in each jurisdiction in which the nature of the
business transacted by it.

3.7 The Company has performed all material obligations under each Governmental Permit and
foreign exchange control laws, including payment of fees and import and export of goods. No
event has occurred or condition or state of facts exists, which constitutes or, after notice or lapse
of time or both, would constitute, a breach or default under, or which would allow revocation or
termination of, any Governmental Permit.

50
3.8 The Warrantors have not received notice of cancellation, modification, default or any dispute
concerning any Governmental Permit and to the best of the Warrantors’ knowledge, no such
notice is likely to be issued.

3.9 The Company has complied with, and continues to comply with all Governmental Permits and, to
the best of its knowledge, the Company is not aware of any events and/or circumstances which
may or are likely to effect the ability of the Company to comply with the material terms and
conditions contained in any Governmental Permits required by the Company to carry on and
conduct its Business as currently conducted. The transactions contemplated under this Agreement
does not materially prejudice any authorisation, consent, licence or registration that is required for
the Business, operations, and affairs.

4. Financial Advisors

No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the
Warrantors in connection with the transactions contemplated by this Agreement or the other
Transaction Documents and no Person is entitled to any fee or commission or like payment in
respect thereof.

5. Organisation and Capital Structure

5.1 The Company is and has been a private limited company, duly organized and validly existing
under Applicable Law. The Company has the corporate power and authority to own, operate and
use its Assets and to carry on the Business as is now conducted, and the Company is not in
violation of any of the provisions of its Charter Documents.

5.2 The Subscription Shares represent 16.51% (sixteen point five one percent) of the total issued and
paid-up share capital of the Company, on a Fully Diluted Basis, as on Closing Date, the shares
acquired pursuant to the Promoter SPA represents 2.17% (two point one seven percent) of the
total issued and paid-up share capital of the Company, on a Fully Diluted Basis, as on Closing
Date, and the shares acquired pursuant to the LogX SPA represents 0.38% (zero point three eight
percent) of the total issued and paid-up share capital of the Company, on a Fully Diluted Basis, as
on the Closing Date.

5.3 As on the Execution Date, the authorised share capital of the Company is INR 2,25,00,000
(Indian Rupees Two Crore Twenty Five Lakh), divided into 5,00,000 (Five Lakhs) Equity Shares
of INR 10 (Indian Rupees Ten) each, totalling INR 50,00,000 (Indian Rupees Fifty Lakh) and
1,75,000 (One Lakh Seventy Five Thousand) preference shares of INR 100 (Indian Rupee One
Hundred) each, totalling to INR 1,75,00,000 (Indian Rupees One Crore Seventy Five Lakh) and
paid-up share capital of the Company is INR 92,88,610 (Indian Rupees Ninety Two Lakh Eighty
Eight Thousand Six Hundred Ten), divided into 2,40,001 (Two Lakh Forty Thousand and One)
Equity Shares of INR 10 (Indian Rupees Ten), 68,861 (Sixty Eight Thousand Eight Hundred and
Sixty One) preference shares of INR 100 (Indian Rupees One Hundred), 2500 (Two Thousand
Five Hundred) partly paid up preference shares of INR 1 (Indian Rupee One) each.

5.4 As of the Execution Date, the Share Capital and shareholding of the Company is as stated in Part
A of Annexure 1 to the Agreement. The Share Capital and shareholding of the Company as on
the Closing shall be as set forth in Part B of Annexure 1.

5.5 As on the Closing Date the Shares held by the Shareholders in the manner set out in Part B of
Annexure 1 comprise the entire issued and paid-up Share Capital of the Company. The Shares
have been properly, validly and legally issued, allotted or acquired and are each fully paid, owned
solely and beneficially by the Shareholders. The Shares held by the Promoter Trust are free and
clear of any kind of Encumbrances.

51
5.6 The Company has not issued any securities of any nature whatsoever other than set forth in
Annexure 1. The Company has not bought back, repaid or redeemed or agreed to buy-back,
repay or redeem any of its Shares or otherwise reduced or agreed to reduce its Share Capital or
purchased or agreed to purchase any of its Shares or carried out any transaction having the effect
of a buy-back of its Shares or reduction of capital.

5.7 Except pursuant to the Existing Definitive Agreements:

(i) there are no contracts, agreements, arrangements (including conversion rights), options,
warrants, calls or other rights relating to the allotment, conversion, issuance, registration,
sale, transfer, repayment or purchase of any Shares or any other security giving rise to a
right over, or an interest in, the capital of the Company;

(ii) there are no pre-emptive rights, rights of first refusal or other similar rights relating to any
Shares nor are any Shareholders beneficiaries of any such rights;

(iii) there are no voting trusts or other arrangements or understandings with respect to the
voting of any Shares; and

(iv) the Company has not issued, committed to issue, made any changes to, or registered any
Transfer of Shares of the Company at any time.

5.8 Each allotment and Transfer of Shares and securities of the Company has been made in
compliance with all Applicable Laws, all corporate action required to be performed by the
Company under all Applicable Laws has been performed, and all regulatory filings with relevant
Governmental Authorities have been made.

5.9 The statutory registers and books, including the minute books and register of members of the
Company have been properly and accurately maintained and written up to date in all respects and
contain full and accurate records of the Shareholders (whether legal or beneficial owners), of all
resolutions passed by the Directors and the Shareholders, and all issuances and Transfers of
Shares or other securities of the Company.

5.10 The Company has not declared any dividend nor made any distribution to the Shareholders since
incorporation.

6. Subscription Shares

6.1 The Company has good right, full power and absolute authority to issue and allot the relevant
portion of the Subscription Shares to each Investor, free from any Encumbrance, claim or demand
of any nature and the Company and none of the Warrantors have, and nor has anyone on their
behalf, done, committed or omitted any act, deed, matter or thing, whereby the Subscription
Shares can be forfeited, extinguished or rendered void or voidable. The Subscription Shares when
issued on the Closing Date will not be subject to any pre-emptive rights, rights of first refusal or
other rights or restrictions pursuant to any existing agreement or commitment of the Company
other than as contemplated in the Shareholders’ Agreement.

6.2 Upon the issue of the Subscription Shares to each Investor, such Investor will be the legal and
beneficial owner of the relevant portion of the Subscription Shares and will be registered as the
legal and beneficial owner thereof and shall have clear and marketable title to such portion of
Subscription Shares, which will be free from any Encumbrance or any Claim or demand of any
description whatsoever.

6.3 Neither the Company nor the Promoters, nor anyone acting on behalf of Company, has entered
into or arrived at any agreement and/or arrangement, written or oral, with any Person in respect of

52
 the Subscription Shares, which will render the issue of the Subscription Shares in violation of
such agreements.

6.4 As on the Closing Date, upon the issuance of the Subscription Shares, the shareholding pattern of
the Company will be as set out in Part B of Annexure 1. Upon conversion of the Series B
Preference Shares to Equity Shares in accordance with the terms of this Agreement and the
Shareholders’ Agreement, save and except for the rights in liquidation, as set out in the
Shareholders’ Agreement, such Equity Shares will at all times rank on a pari passu basis with the
outstanding and issued Equity Shares of the Company with respect to all rights and activities,
including but not limited to voting rights, bonus or rights issue and dividends. The Company has
not made any modification or variation of the terms of issue or the rights attaching to the
Subscription Shares.

6.5 All Approvals and consents required by the Company for the legal and valid issue and allotment
of the Subscription Shares to each Investor have been obtained or will be obtained on or by the
Closing Date.

6.6 The Subscription Shares will, as on the Closing Date, be validly issued to each Investor in the
manner contemplated in this Agreement and shall be fully paid-up and no Person (including the
Existing Shareholders) will exercise or purport to exercise or claim any Encumbrance over any of
them and all necessary consents or permits (including any corporate, regulatory or lender
consents) required for or in relation to such issue have been or will be obtained before the Closing
Date and to the extent necessary.

7. Subsidiaries and Investments

The Company does not have, nor has ever had, any subsidiaries and does not otherwise currently
own any shares in the capital of or any interest in, or Control of, directly or indirectly, any
corporation, partnership, association, joint venture, unincorporated body, undertaking or
association or other Person.

8. Financial Statements

8.1 True, correct and complete copies of the Accounts have been provided to each Investor
(collectively, the “Delivered Financial Statements”). The Delivered Financial Statements
present true, fair and accurate view of the financial position and results of operations of the
Company, including Assets, liabilities, cash flows and profit and loss of the Company as of the
respective dates and for the respective periods covered thereby. The Delivered Financial
Statements and the notes thereto have been prepared in accordance with Applicable Law and
Indian GAAP consistently applied and followed throughout the period indicated and is true and
correct in all respects.

8.2 The Company keeps books, records and accounts in detail that accurately and fairly reflect:

(i) the acquisitions and dispositions of Assets of the Company; and

(ii) the value of inventory calculated in accordance with Indian GAAP.

8.3 All accounts and notes receivable by the Company have arisen from bona fide transactions in the
Ordinary Course consistent with past practice and are payable on ordinary trade terms. None of
the accounts or the notes receivable of the Company are subject to any defenses, set-offs or
counterclaims.

9. Absence of Certain Changes or Events

53
9.1 Since Accounts Date:

(i) the Company has conducted the Business only in the Ordinary Course consistent with
past practice;

(ii) no dividend or distribution has been declared or paid by the Company;

(iii) the Company has not sold or transferred or created any Encumbrances over its Assets
other than in the Ordinary Course, and has not factored any of its debts, or engaged in
financing of any type, which would not be required to be shown or reflected in the
Accounts;

(iv) there has been no adverse change in the amounts, spread with respect to interest rates
being charged, sinking funds, instalment payments or maturities of the indebtedness of
the Company;

(v) there has not occurred any Material Adverse Change, or any change, event, development,
condition, circumstance or state of facts that, individually or in the aggregate, has had or
is likely to have a Material Adverse Change on the ability of the Warrantors to perform
their respective obligations under this Agreement or the other Transaction Documents to
which they are a party or to consummate the transactions contemplated hereby or thereby;

(vi) the Company has not entered into any transaction or assumed or incurred any liabilities
(including contingent liabilities) or made any payments, otherwise than in the Ordinary
Course;

(vii) the Company has not availed any credit facility(s) from any financial institution, which
creates an Encumbrance on any of its Assets or increased any of its liabilities, including
off-balance sheet items or working capital limits;

(viii) the Company has not received any written notice to repay whether or not under any
agreement relating to any security deposit, borrowing or financial indebtedness, which is
repayable on demand;

(ix) the Company has not made any change in method of accounting or auditing practice
except as required under Applicable Law or the Indian Accounting Standards as adopted
by the Company;

(x) there has not been, other than in the Ordinary Course of Business:

(a) any waiver by the Company of a debt owed to it;

(b) any satisfaction or discharge of any Encumbrances or payment of any obligation

by the Company except where such satisfaction, discharge or payment is made in
the Ordinary Course of Business;

(c) any material change or amendment to any contract to which the Company is a
party; or

(d) any material change in any compensation arrangement or agreement with any
present employee or contractor.

(xi) the Company has adequately provided for all amounts (including Taxes) that should have
been accounted for or reserved by it in accordance with applicable accounting principles;

54
 (xii) the Company has not suffered any loss, damage, destruction or other casualty affecting
any of its Assets, whether or not covered by insurance other than in Ordinary Course;

(xiii) the Company has not acquired or disposed of or agreed to acquire or dispose of any
Business or any Assets;

(xiv) there have been no changes to any employee costs, or any of the benefits being provided
to its employees; and

the Company has not been affected by changes or inconsistencies in accounting

treatment, by any non-recurring items of income or expenditure, by transactions of an
abnormal or unusual nature or entered into otherwise than on normal commercial terms or
by any other factors rendering such profits exceptionally high or low.

10. Liabilities and Financial Indebtedness

10.1 Other than as disclosed in the Accounts, the Company does not have any obligations or liabilities
of any nature (whether accrued, absolute, contingent, secured, unsecured or otherwise).

10.2 There are no liabilities (contingent or otherwise) that may arise, accrue or attach to the Investors
or their Affiliates, as a result of consummation of the transactions contemplated by the
Transaction Documents or as a result of the Investors owning the Subscription Shares.

10.3 No event of default has occurred and is continuing or will result from the entry into, or the
performance of any transaction contemplated by any of the Transaction Documents. No other
event has occurred or is continuing which constitutes a default under any document which is
binding on the Company, the Promoters or any of the Assets to an extent or in a manner which
has or is likely to be prejudicial to the interests of the Investors.

10.4 The Company has not, since incorporation, defaulted in the repayment of any loans or advances
on the dates on which they have fallen due and in accordance with the respective terms of the
lending documents.

10.5 The Company has received advances and loans from directors in compliance with the Applicable
Laws.

11. Accounts

11.1 The Accounts make: (i) full provision for all liabilities; (ii) proper provision (or note in
accordance with good accountancy practice) for all contingent liabilities; (iii) provision
reasonably regarded as adequate for all bad and doubtful debts; (iv) due provision for doubtful
advances to vendors and (v) due provision for depreciation and amortisation and for any
obsolescence of Assets.

11.2 The Accounts are not affected by any abnormal or extraordinary item, including but not limited to
any old/obsolete inventories in hand, doubtful debtors with debts in excess, un-recoverable
expenses incurred on abandoned projects, etc.

11.3 The statutory auditors of the Company have been appointed/reappointed in accordance with the
provisions of the Act.

11.4 Other than as disclosed in the Accounts, the Company does not avail of any overdraft facilities
with any bank.

11.5 Other than in the disclosed in the Accounts, there is no set off arrangement between the Company

55
 and any other Person.

11.6 There are no amounts owing to any present or former shareholders, Directors or to employees of
the Company, other than remuneration accrued due or for reimbursement of business expenses.

11.7 Other than as disclosed, none of the book debts which are included in the Accounts or which have
subsequently arisen have been outstanding for more than 3 (three) months from their due dates
for payment.

11.8 All accounts and notes receivable by the Company have arisen from bona fide transactions in the
Ordinary Course consistent with past practice and are payable on ordinary trade terms. To the
knowledge of the Warrantors, all the accounts or the notes receivable of the Company as
disclosed in Accounts are collectable and does not require any provision for bad debts. None of
the accounts or the notes receivable of the Company are subject to any defences, set-offs or
counter-claims.

12. Taxes

12.1 The Accounts contain provisions adequate to cover Taxes for or in respect of the Company for all
periods up to Accounts Date; and (ii) all contingent liabilities have been fully and truly disclosed
in the Accounts.

12.2 The Company has paid all Taxes due and payable up to the Execution Date and Closing Date, as
applicable (whether or not shown on any Tax Return).

12.3 All the applicable output tax that the Company is required to pay has been paid by the company
including taxes for which company is liable to pay tax under reverse charge mechanism and have
been duly credited to the relevant Governmental Authority.

12.4 The Company has claimed all the Tax benefits, exemptions, concessions, refunds, credits and
abatements in accordance with the provisions of Applicable Laws and has also fulfilled all the
conditions to avail such Tax benefits, exemptions, concessions, refunds, credits and abatements.

12.5 (i) The Company is not subject to any Tax assessment or Claims or investigation or search and /
or seizure in relation to Taxes or liabilities; and (ii) the Warrantors have no written notice of any
Tax disputes or other liabilities of Taxes in respect of which a Claim has been made or notice has
been issued against the Company.

12.6 The Company has duly filed all returns, estimates, information statements, reports and any other
filings required by Applicable Law (“Tax Returns”) relating to Taxes, required to be filed by the
Company with any Tax authority. Such Tax Returns are true and correct in all respects, disclose
all income of the Company from all sources and have been completed and filed in accordance
with Applicable Law.

12.7 In the Tax Returns, the Company has correctly capitalised assets, offered income, claimed
deductions, made disallowances and computed tax as per the applicable law and no Tax demand
has arisen on the Company as a result of the positions adopted in the Tax returns.

12.8 No additional liability for Tax has accrued to the Company otherwise than in the Ordinary
Course.

12.9 The Company has deducted all Taxes required to be deducted from any payments made by it at
appropriate rate and remitted as required by the Applicable law.

12.10 The Company has no liability for the Taxes of any other Person as a member of a combined,

56
 consolidated or unitary tax group, as a successor by contract or otherwise.

12.11 The Company has duly obtained all Tax registrations, required under Applicable Law in order to
carry on the business and all such registrations are valid and subsisting.

12.12 (i) All particulars given to any Taxation authority in connection with or affecting any application
for any ruling, consent or clearance on behalf of the Company fully and accurately disclose all
facts and circumstances material for the decision of the Taxation authority and are true, correct
and complete; (ii) Each ruling, consent or clearance is valid and effective; and (iii) Each
transaction for which that ruling, consent or clearance had previously been obtained has been
carried into effect in accordance with the terms of the relevant application, ruling, consent or
clearance.

12.13 The Company maintains and has retained in all respects for the period required by Applicable
Law:

(i) necessary records of all Assets, liabilities, income and expenses for Taxation purposes as
it is required to maintain or which would be needed to substantiate any claim made or
position taken in relation to Tax and as required under Applicable Law has been duly
kept and are available for inspection at the premises of the Company;

(ii) without limiting the generality of the foregoing, necessary records of all material
information relating to those Assets (including acquisitions and dispositions), liabilities,
income and expenses for Taxation purposes; and,

(iii) all other records that the Company is required to maintain under Applicable Law relating
to Taxes.

12.14 The Company is not a party to any transaction or arrangement existing at the Execution Date,
which is not of an arm’s length nature or not made in connection with its Business and
appropriately reported as required under Applicable Law; all transactions and their values can be
fully substantiated to the Taxation authorities.

12.15 The Company is not treated for any Tax purpose as a resident of any other country other than its
country of incorporation and it has not had a branch or permanent establishment in any country
other than its country of incorporation.

12.16 The Company is not engaged in, or been a party to, any transactions or series of transactions or
scheme or arrangement of which the main purpose, or one of the main purposes, was the
avoidance of, evasion of or deferral of taxes.

12.17 The Company has a place of effective management in India under the provisions of section 6 of
the Indian Income-tax Act, 1961.

12.18 The Company is not party to, nor has any obligation, under any Tax sharing, Tax indemnity or
Tax allocation agreement or arrangement.

12.19 The Company is not liable for any Tax as the agent of any other person or business or constitutes
a permanent establishment of any other person, business or enterprise for any tax purpose.

12.20 Any Taxes due and payable or to be provided in the books of accounts of the Company in
connection with issuance of shares or acquisition of any shares or on account of acquisition of
any business or on account of any group restructuring (including internal reorganisations, merger,
demerger, buyback, capital reduction, slump sale, etc.) by the Company has been duly provided
for and paid in accordance with the Applicable Law.

57
13. Tangible Moveable Property

13.1 The property and Assets owned, leased, occupied, licensed or used by the Company comprise all
the property, rights and assets necessary or convenient for the carrying on of the Business fully
and effectively in and to the extent to which it is presently conducted and/or is proposed to be
conducted.

13.2 The Company has good and marketable title to, or has valid rights under contract to use, all
tangible movable property acquired since the incorporation of the Company. All such tangible
personal property is free and clear of any Encumbrances and no Person other than the Company
has any subsisting rights, claim or title over such tangible movable property, including the right to
possess or use such tangible movable property. All items of tangible movable property are in
good condition and in a good state of repair, reasonable wear and tear excepted, and maintenance
on such items has not been deferred beyond a reasonable time period.

13.3 All fixed Assets appearing in the fixed assets register as on March 31, 2022, are physically
available at the locations specified and these Assets are in working condition and no provisions
need to be accounted for them towards obsolescence.

14. Immoveable Assets

14.1 The Company does not own any immoveable property.

14.2 The Company has valid and enforceable leasehold interest under each immovable property and
interests in immovable property leased or subleased by or to the Company (the “Properties”). All
documents of title relating to the Properties have been validly executed, adequately stamped and
duly registered as required under Law. The Properties constitute all interests in immovable
property currently used or currently held for use in connection with the Business, and which are
necessary for the continued operation of the Business as currently conducted. All of the
Properties, buildings, fixtures and improvements thereon owned or leased by the Company are in
good operating condition and repair (subject to normal wear and tear), have been properly
serviced and maintained, and the usage thereof is in compliance with Law, including all
regulations and standards regarding health and safety protection.

14.3 Each of the leases for the Properties is in full force and effect, and the Company has not received
or given any notice of any breach or default or event that with notice or lapse of time, or both,
would constitute a breach or default by the Company under any of the leases for the Properties
and no other party is in default thereof, and no party to the leases for the Properties has exercised
any termination rights with respect thereto. There exist no easements over any of the Properties,
which would affect the Company’s use and enjoyment of the Properties.

14.4 There does not exist any actual or to the knowledge of the Warrantors, threatened or
contemplated condemnation or eminent domain proceeding that affects any of the Properties or
any part thereof, and neither the Company nor the Promoters have received any notice, oral or
written, of the intention of any Person to take or use all or any part thereof.

14.5 The Company does not own or hold, and is not obligated under or a party to, any option, right of
first refusal or other right under contract to purchase, acquire, sell, assign or dispose of any
immovable estate or any portion thereof or interest therein.

14.6 The Assets have been properly maintained and are in normal operating condition consistent with
industry standards and the Company has not given any rights to any Third Parties with respect to
any of the Assets.

15. Intellectual Property

58
15.1 The Company owns or has the valid right to use and, to develop, make, have made, offer for sale,
sell, import, copy, modify, create derivative works of, distribute, license, and dispose of, all
Intellectual Property Rights used in, or necessary for the conduct of the Business. The Company
Intellectual Property is sufficient for the conduct of the Business.

15.2 The Business of the Company is conducted in material compliance of the Applicable Laws in
relation to intellectual property.

15.3 The Company has not transferred ownership of or granted exclusive rights in or agreed to transfer
ownership of or grant any exclusive rights in, any Intellectual Property to any third party. The
Company has not permitted their rights in any Intellectual Property that is or was Company
Owned Intellectual Property to enter the public domain or, with respect to any Intellectual
Property Rights for which the Company has submitted an application or obtained a registration,
lapse (other than through the expiration of registered Intellectual Property at the end of its
maximum statutory term).

15.4 The Company owns and has good and exclusive title to each item of Company Owned
Intellectual Property free and clear of any Encumbrances (other than non-exclusive licenses of
Company Owned Intellectual Property by the Company in the Ordinary Course of Business
consistent with past practice). After the Closing, all Company-Owned Intellectual Property will
be fully transferable, alienable, or licensable by the Company without restriction and without
payment of any kind to any third party. The right, license, and interest of the Company, as
applicable, in and to all Third-Party Intellectual Property are free and clear of all Encumbrances
(excluding restrictions contained in the applicable written license agreements with such third
parties). The Company is the owner of all right, title, and interest in and to each element of
Company-Owned Data. No third party has any ownership right, title, interest, claim in or
Encumbrance on any of the Company-Owned Data.

15.5 The licenses granted to the Company for the use of the licensed intellectual property will not
adversely affect the exercise or the use of Company Intellectual Property. The Company is in
compliance with the material terms and conditions of the licences under which third party
intellectual property have been licensed.

15.6 Each item of Company Owned Intellectual Property is valid (or in the case of applications,
applied for), subsisting and enforceable and all registration, filing, maintenance and renewal fees
currently due in connection with such Company Owned Intellectual Property have been duly paid
prior to the due date and all documents, records and certificates in connection with such
Company Owned Intellectual Property currently required to be filed have been filed with the
relevant patent, copyright, trademark or other authorities in India or other jurisdictions, as the
case may be, for the purposes of prosecuting, maintaining and perfecting such Company Owned
Intellectual Property and recording the Company’s ownership interests therein, and all Company
Owned Intellectual Property are otherwise in good standing and in possession of the Company.
The Company has paid, or procured payment of, all registration fees and license fees to the extent
necessary to validly maintain all registrations and licenses with the applicable Governmental
Authorities and with third party licensors with respect to the Company Owned Intellectual
Property.

15.7 All rights in, to and under all Intellectual Property created by the Company or any other Person
associated with the Company for or on behalf or in contemplation of the Company and/ or for or
in connection with the business of the Company, whether or not created (i) prior to the inception
of the Company or (ii) prior to their commencement of employment with the Company have been
duly and validly assigned to the Company, absolutely and completely, without any right of
reversion.

15.8 The Company has secured from all (i) current employees, consultants, advisors, and independent

59
 contractors who independently or jointly contributed to or participated in the conception,
reduction to practice, creation or development of any Intellectual Property Rights for the
Company, and (ii) named inventors of patents and patent applications owned or purported to be
owned by the Company (any Person described in clauses (i) or (ii), an “Author”), unencumbered
and unrestricted exclusive ownership of all of the Authors’ right, title and interest in and to such
Intellectual Property Rights, and the Company have obtained the waiver of all non-assignable
rights, including all moral rights therein or rights to receive any royalties in relation thereto.
There has been no reversion of any assignment or license granted by the Author to the Company.
Apart from Dr. Vijay Tripathi, there are no past/former employees/consultants/service provider
who have created and/or developed any Intellectual Property Rights for the Company. No Author
has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual
Property developed by the Author for the Company. Without limiting the foregoing, the
Company has obtained duly stamped, written, valid and enforceable proprietary information and
invention disclosure and Intellectual Property Rights assignments from all current and former
Authors. The Company has made available to each Investor copies of all forms of such disclosure
and assignment documents currently and historically used by the Company. No Author is subject
to any employment agreement or invention assignment or nondisclosure agreement or other
obligation with any third party that could adversely affect the Company’s rights in Company
Owned Intellectual Property.

15.9 No current employee, consultant, advisor or independent contractor of the Company and, to the
knowledge of the Company, no former employee, consultant, advisor or independent contractor
of the Company: (i) is in violation of any term or covenant of any contract relating to
employment, invention disclosure, invention assignment, non-disclosure or non-competition or
any other contract with any other party by virtue of such employee’s, consultant’s, advisor’s or
independent contractor’s being employed by, or performing services for, the Company or using
trade secrets or proprietary information of others without permission or (ii) has developed any
technology, software or other copyrightable, patentable or otherwise proprietary work for the
Company that is subject to any agreement under which such employee, consultant, advisor or
independent contractor has assigned or otherwise granted to any third party any rights (including
Intellectual Property Rights) in or to such technology, software or other copyrightable, patentable
or otherwise proprietary work.

15.10 The Company has implemented and maintains reasonable security, disaster recovery and business
continuity plans, which to the knowledge of the Company are consistent with industry practices
of companies offering similar services, and acts in material compliance therewith and has tested
such plans on a periodic basis, and such plans have proven materially effective upon testing. The
Company has not experienced any breach of security or otherwise unauthorized access by third
parties to any confidential, proprietary and/or non-public information and know-how of the
Company (including trade secrets), including Personal Data in the Company’s possession,
custody, or control or in the possession, custody or control of any third-party service providers as
authorized by the Company, to the extent applicable.

15.11 The Company has not granted any options, licenses or agreements of any kind relating to any
Company-Owned Intellectual Property and the Company is not bound by or a party to any option,
license, or agreement of any kind with respect to any of the Company-Owned Intellectual
Property.

15.12 The Company and the products and services used, manufactured, marketed, sold or licensed by
the Company, including all Company Products and all technology used in the Business, do not
infringe, violate, misappropriate, dilute or constitute the unauthorized use of, and to the
knowledge of the Warrantors, the Company has not received any notice in writing that the
aforesaid have infringed, violated, misappropriated, diluted or constituted the unauthorized use or
disclosure of the Intellectual Property Rights of any third party. The Company has not received
any written offer to license or grant any other rights or immunities under any Intellectual Property

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 of a third party. The Company has no liability for infringement or misappropriation of any Third-
Party Intellectual Property. To the knowledge of the Company, there neither is nor has been any
unauthorized use, unauthorized disclosure, infringement or misappropriation of any
Company-Owned Intellectual Property by any third party, including any current or former
employee, consultant, advisor or independent contractor. There has been no legal proceeding
brought by the Company or another Person relating to infringement or misappropriation of any
Company-Owned Intellectual Property. The has no liability for infringement or misappropriation
of any Third-Party Intellectual Property.

15.13 The operation of the Business, including (i) the design, development, manufacturing,
reproduction, marketing, licensing, sale, offer for sale, importation, export, distribution, provision
and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the
Company’s use of any product, device, process or service used in the Business as previously
conducted, currently conducted and as proposed to be conducted by the Company, has not, does
not and will not infringe (directly or indirectly, including via contribution or inducement),
misappropriate or violate any Third-Party Intellectual Property, breach any terms of service,
click-through agreement or any other agreement or rules, policies or guidelines applicable to use
of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair
trade practices under the Applicable Law of any jurisdiction in which the Company conducts the
Business or in which Company Products are manufactured, marketed, distributed, licensed or sold
and there is no substantial basis for a claim that the design, development, manufacturing,
reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or
use of any Company Product or the operation of the Business is infringing, misappropriating, or
violating, or has infringed, misappropriated, or violated, any Intellectual Property Right of a third
party. No Company Product or information or material published or distributed by the Company
or conduct or statement of the Company constitutes unlawful, libellous material, a defamatory
statement or materially false advertising.

15.14 With respect to Company Intellectual Property, to the extent that the Company is a party to any
agreements pertaining thereto:

(i) each such agreement is valid, subsisting, duly stamped and binding on the Company in
accordance with its terms and is in full force and effect, and has, where required, been
duly recorded, stamped, or registered;

(ii) the Company is not (and will not be as a result of the execution and delivery or
effectiveness of this Agreement or the performance of the Company’s obligations under
this Agreement) in breach of (or is alleged in writing to be in breach of) any such
agreement;

(iii) to the knowledge of the Company, no counterparty to any such agreement is in breach
thereof;

(iv) at and after the Closing, the Company will be permitted to exercise all of the Company’s
rights under such agreements to the same extent the Company would have been able to,
had the Transaction not occurred and without the payment of any additional amounts or
consideration other than ongoing fees, royalties, or payments that the Company would
otherwise be required to pay;

(v) there are no disputes or legal proceedings (pending or threatened in writing) regarding the
scope of any such agreements, or performance under any such agreements, including
with respect to any payments to be made or received by the Company thereunder;

(vi) no such agreement requires the Company to include any Third-Party Intellectual Property
in any Company Product or obtain any Person’s approval of any Company Product at any

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 stage of development, licensing, distribution, or sale of that Company Product;

(vii) none of such agreements grants any third-party exclusive rights to or under any
Company-Owned Intellectual Property;

(viii) none of such agreements grants any third party the right to sublicense any Company-
Owned Intellectual Property;

(ix) the Company has or a valid right to use any and all Third-Party Intellectual Property that
is incorporated into, integrated, or bundled by the Company with any of the Company
Products; and

(x) no third party that has licensed Intellectual Property Rights to the Company has
ownership or license rights to improvements or derivative works made by the Company
in the Third-Party Intellectual Property that has been licensed to the Company.

15.15 No domain names have been registered by any Person that are similar to any trademarks, service
marks, domain names or business or trade names used, created, or owned by the Company. The
contents of any Company Website and all transactions conducted over the Internet comply with
Applicable Law and codes of practice in any applicable jurisdiction.

15.16 The Company has not disclosed any Intellectual Property or and Company Data of a confidential
nature or any material know-how (including trade secrets) to any third party, except as disclosed
following the execution of a non-disclosure agreement or such other agreement of similar nature
that has been enforced. Without limiting the foregoing, the Company has and enforce a policy
requiring each employee, consultant and contractor to execute a written agreement protecting the
confidentiality of information of a confidential nature (“IP Confidentiality Agreements”) and
requiring such person to assign complete, unrestricted ownership free from Encumbrances, of all
Intellectual Property, and Company Data and know-how (including trade secrets) related to the
Business of the Company (“IP Assignment Agreements”) and all current and former employees,
consultants and contractors of the Company have duly executed such IP Confidentiality
Agreements and all current and former employees, consultants and contractors have duly
executed such IP Assignment Agreements. The Company is not required to make or accrue any
royalty or other payment to any third party in connection with the Intellectual Property, and
Company Data, know-how (including trade secrets), including for making, using, selling,
importing, exporting, duplicating, distributing, creating derivative works of, displaying or
performing the foregoing, or with respect to products incorporating the foregoing.

15.17 The Company has disclosed in writing to each Investor all information relating to any problem or
issue with respect to any of the Intellectual Property and Company Data which does, or may
reasonably be expected to, adversely affect the value, functionality, or fitness for the intended
purpose of such Intellectual Property and Company Data. There have been, and are, no warranty
claims asserted in writing against or the Company. The Company affirms that it has implemented
and maintained commercially reasonable controls, policies, procedures, and safeguards to
maintain and protect their material confidential information and the integrity, continuous
operation, redundancy and security of the Intellectual Property (including all personal, personally
identifiable, sensitive, confidential or regulated data) and Company Data used in connection with
its Business, and there have been no breaches, violations, outages or unauthorized uses of or
accesses to the same, except for those that have been remedied without material cost or liability
or the duty to notify any other person or those that would not, individually or in the aggregate,
have any adverse effect, nor any incidents under internal review or investigations relating to the
same.

16. Information Technology

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16.1 The Company has at all times: (i) had the legal basis (including providing adequate notice and
obtaining any necessary written consents from individuals) required for the processing of
Personal Data as conducted by or for the Company, (ii) refrained from selling or sharing Personal
Data with third parties for the third party’s benefit except as allowed under Applicable Law, and
(iii) abided by any privacy choices (including opt-in and opt-out preferences, as required) of
individuals relating to Personal Data (such obligations along with those contained in company
privacy policies, collectively, Company Privacy Commitments). Neither the execution, delivery
and performance of this Agreement nor the sharing with an Investor of any of the Company
Databases, Company Data or other information relating to the Company’s end users, employees,
vendors, customers or any other category of individuals, will cause, constitute, or result in a
breach or violation of any Privacy Laws, Company Privacy Commitments, or standard terms of
service entered into by users of the Company Products. The Company has established and
maintained appropriate technical, physical and organizational measures and security systems and
technologies in compliance with all data security requirements under Privacy Laws and Company
Privacy Commitments that are designed to protect Company Data against accidental or unlawful
processing in a manner appropriate to the risks represented by the processing of such data by the
Company and its data processors. All registrations of the Company under Privacy Laws with
relevant Governmental Entities in connection with the Company’s processing of Personal Data
are valid, accurate and complete and the consummation of the Transaction will not invalidate
such registration or require such registration to be amended.

16.2 The Company has not received or encountered and there is no circumstance, to the knowledge of
the Warrantors, (including any circumstance arising as the result of an audit or inspection carried
out by any Governmental Authority) that could give rise to, any legal proceeding, order, notice,
communication, warrant, regulatory opinion or audit result or allegation relating to non-
compliance from a Governmental Authority or any other Person (including an end user or
customer): (i) alleging or confirming non-compliance with a relevant requirement of Privacy
Laws or Company Privacy Commitments, (ii) requiring or requesting the Company of the
Company to amend, rectify, cease processing, de-combine, permanently anonymize, block or
delete any Company Data, (iii) permitting or mandating relevant Governmental Entities to
investigate, requisition information from, or enter the premises of, the Company or (D) claiming
compensation from the Company.

16.3 The Company does not process the Personal Data of any natural Person below the age of 18
(eighteen) years (a Child). With respect to any data processed by the Company from a Child, the
Company has either obtained appropriate verifiable parental consent for the processing of such
data or has deleted such data, in each case in compliance with Applicable Law in any jurisdiction
in which the Company conducts the Business. The Company has complied with requests from
parents of each Child with respect to the review of Personal Data provided by such Child to the
Company.

16.4 The Company has conducted the Business in such a manner as to take reasonable advantage, if
and when applicable, of the safe harbours provided by section 79 of IT Act and associated rules,
including by informing users of its products and services of such policy, designating a grievance
officer for handling user complaints, designating an agent for notice of infringement claims, and
taking appropriate action expeditiously upon receiving notice of possible infringement in
accordance with the “notice and take-down” procedures of IT Act or such other Applicable Law.
The Company conducts and has conducted the Business in such a manner as to ensure
compliance, if and when applicable, to all related requirements prescribed under the IT Act and
the rules issued thereunder including but not limited to the Privacy Rules and Information
Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

16.5 The Company has conducted the Business and operated its websites in a manner compliant with
the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020
(“E-Commerce Rules”), including but not limited to requirements such as mentioning the name

63
 and details of any importer from whom it may have purchased imported goods, ensuring
compliance with the prescribed grievance redressal mechanisms and all other requirements
mentioned under the E-Commerce Rules.

16.6 In so far as the Company accesses third party databases (including databases of any
Governmental Authority and/or databases maintaining publicly available information), the
Company is in compliance with the provisions with the terms and conditions (including under
Applicable Law) that are applicable to the Company accessing, copying, exploiting and
monetizing such database, or any party thereof, directly or indirectly. The Company does not
adopt any means to access, copy, exploit and monetize the database or part thereof that
circumvents (including by means to misrepresentation to the database and/or the publisher
thereof) any of the database controls with respect to such activities.

16.7 The Company has not sold, licensed (other than a non-exclusive, non-transferrable, non-
sublicensable licenses in the Ordinary Course of Business) or provided, and has not sold, licensed
(other than a non-exclusive, non-transferrable, non-sublicensable license in the Ordinary Course
of Business) or provided, any rights in any software used in the Business to any Person.

16.8 The computer systems, communication systems, software and hardware that are used by the
Company in connection with its business is owned by, or used under a valid, duly stamped
binding and subsisting agreement or arrangement with the Company. The Company has not
received any notices in writing in relation to revocation or non-renewal of any licences,
registrations, consents and other authorisations in relation to the aforesaid information technology
of Company in connection with its Business, Further, to the knowledge of the Warrantors, there
are no grounds in relation to the revocation or non-renewal of any licences, registrations, consents
and other authorisations either. The Company is not in breach of any of the terms and conditions
of any such licences, registrations, consents and other authorisations in relation to the aforesaid
information technology of the Company in connection with its Business granted to Company, the
effect of which would have a Material Adverse Change on the Business of the Company taken as
a whole.

16.9 The Company has not received any notices in writing stating that use of the computer systems by
the Company infringes the Intellectual Property Rights of any third party. Further to the
knowledge of the Warrantors, the use of the computer systems by the Company does not infringe
the Intellectual Property Rights of any third party. The Company has control of the operation of
their computer systems and of the storage, processing and retrieval of all data stored on its
computer systems and any Intellectual Property Rights in such data are owned solely by them.

16.10 The Company's computer systems, websites and applications are secure and immune from: (i)
access, intrusion, corruption, modification or manipulation by an unauthorized third party; or, (ii)
disabling code, bugs or computer viruses; or, (iii) any errors resulting from any of the causes
specified in (i) and (ii) above, as applicable.

16.11 There have been no security breaches or cyber security incidents with respect to any of its
products, information systems, website and applications or related data resulting in unauthorized
access to or acquisition of such information. The Company has conducted its Business and
operated its computer systems, websites and applications in such a manner as to ensure
compliance, if and when applicable, to all related requirements prescribed under the CERT-In
Rules.

17. Litigation

17.1 The Company is not a party to any private or governmental action, suit, proceeding, claim,
arbitration or investigation pending before any Governmental Authority, foreign or domestic,
which is on-going.

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17.2 No litigation, investigation or proceeding is pending or, to the best of the Company’s knowledge,
threatened against the Company.

18. Anti-Bribery, OFAC and Anti-Money Laundering Representations

18.1 None of the Promoter, the Company nor any Director (“Company Affiliate”), nor, to the best of
the knowledge of the Promoters, any officer, agent, employee, Affiliate or any other Person
acting for or on behalf of the foregoing (individually and collectively, a “Company
Representatives”), is aware of or has taken any action, directly or indirectly, that would result in
a violation of or has violated the U.S. Foreign Corrupt Practices Act 1977 (the “FCPA”), as
amended, the United Kingdom Bribery Act 2010 (“UKBA”), as amended, the Indian Prevention
of Corruption Act, 1988 (“PCA”) or any other applicable anti-bribery or anti-corruption laws,
including, without limitation, using any funds for any unlawful contribution, gift, entertainment
or other unlawful payments to any foreign or domestic governmental official or employee from
funds, nor has any Promoter or Company Affiliate or, to the best of the knowledge of the
Promoters, any Company Representative, offered, paid, promised to pay, or authorized the
payment of any money, or offered, given, promised to give, or authorized the giving of anything
of value, to any officer, employee or any other Person acting in an official capacity for any
Governmental Authority, as defined below, to any political party or official thereof or to any
candidate for political office (individually and collectively, a “Government Official”) or to any
Person under circumstances where such Promoter or Company Affiliate or, to the best of the
knowledge of the Promoters, any Company Representative, knew or was aware of a high
probability that all or a portion of such money or thing of value would be offered, given or
promised, directly or indirectly, to any Government Official, for the purpose of:

(i) influencing any act or decision of such Government Official in his official capacity;

(ii) inducing such Government Official to do or omit to do any act in relation to his lawful
duty;

(iii) securing any improper advantage; or

(iv) inducing such Government Official to influence or affect any act or decision of any
Governmental Authority,

in order to assist the Company or any of its subsidiaries in obtaining or retaining business for or
with, or directing business to the Company or any of its subsidiaries or in connection with
receiving any approval of the transactions contemplated herein. None of the Promoters or the
Company Affiliates or, to the best of the knowledge of the Promoters, the Company
Representatives, have accepted anything of value for any of the purposes listed in clauses (i)
through (iv) of this section.

18.2 None of (i) the Promoter, (ii) the Company, Director, or any of its subsidiaries, or (iii) any
officer, employee, agent, Affiliate or Person acting on behalf of the Company or any of its
Subsidiaries, ((a), (b) and (c) collectively, “Relevant Person”) is a Relevant Person that is owned
or controlled by a Person that is targeted by or the subject to of any sanctions from time to time
administered by the Office of Foreign Assets Control of the U.S. Department of Treasury
(“OFAC”), or by the U.S. Department of State or by Her Majesty’s Treasury or any sanctions
imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the
United Nations Security Council, the Reserve Bank of India or any other relevant governmental
entity and any activities sanctionable under the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010, as amended or the Iran Sanctions Act, as amended (collectively, the
“Sanctions”).

18.3 The operations of the Company and its subsidiaries are and have been conducted at all times in

65
 compliance with applicable anti-money laundering statutes of all jurisdictions, including, without
limitation, all Indian and U.S. anti-money laundering laws, the rule and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental or regulatory agency (collectively, the “Money Laundering Laws”); and no
action, suit or proceeding by or before any court or governmental or regulatory agency, authority
or body or any arbitrator involving the Promoters, the Company or any of its Subsidiaries with
respect to the Money Laundering Laws is pending or, to the best of the knowledge of the
Promoters’, threatened.

18.4 None of the Warrantors have used any corporate or other funds for contributions, payments, gifts
or entertainment or made any expenditures relating to political activity to government officials or
others for any unlawful purpose.

19. Insurance

19.1 All insurable risks in respect of the Business and Assets are covered by such validly subsisting
insurance policies as are, and the types and amounts of coverage provided therein are, (i) usual
and customary in the context of the Business and the operations of the Warrantors; and (ii)
sufficient so as to comply with the requirement of the Approvals, or under Law or Contract.

19.2 There is no claim by any of the Warrantors pending under any of such policies.

19.3 The activities and operations of the Company have been conducted in a manner so as to conform
in all respects to all applicable provisions of such insurance policies.

19.4 All premiums due and payable under all such policies have been paid and there is no threatened
termination of, or premium increase with respect to any of such policies.

19.5 All insurance policies will be in full force and effect at the Closing Date, and the consummation
of the transactions contemplated in the Transaction Documents will not cause a cancellation or
reduction in the coverage of such policies.

20. Contracts

20.1 Each contract has been duly authorized, executed and delivered by the Company and the
respective counterparties. No contract or agreement is unstamped or insufficiently stamped or
unregistered (which are required to be registered under Applicable Law). No event has occurred
as a result of which any duty has become payable, from which the Company may have obtained
relief. Each contract constitutes valid and binding obligations on the Company, enforceable
against the Company in accordance with its terms.

20.2 No event has occurred which, with notice or lapse of time or both, would: (i) constitutes a breach
or default by the Company of any contract; or (ii) permits the termination, modification or
acceleration of or under any contract. No notice in writing of breach or default or termination has
received by the Company for any contract.

20.3 Other than as disclosed in the Accounts, there are no existing Related Party contracts or
arrangements or understandings, between, on the one hand, the Company and, on the other hand
any Affiliates or any Persons directly or indirectly in control of the Company, or its Affiliates.
Notwithstanding the above, all Related Party Transactions undertaken by the Company have been
undertaken on Arm’s Length Basis and in accordance with applicable Law.

20.4 No agreement or obligation subsists under which any Person not being a Shareholder would be
entitled to a share in profits of the Company.

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20.5 The Company is not a party to nor is it bound by any contract of the following nature:

(i) any contract with any Governmental Authority;

(ii) any contract that limits, or purports to limit, the ability of the Company to compete in any
line of business or with any Person or in any geographic area or during any period of
time, or that restricts the right of the Company to sell to or purchase from any Person or
to hire any Person, or that grants the other party or any Third Party any type of special
discount rights;

(iii) any contract providing for indemnification to or from any Person with respect to
liabilities to any Person, other than in the Ordinary Course; and

(iv) any joint venture, shareholders, partnership, merger, Asset or purchase or divestiture
contract relating to the Company or to which the Company or any Promoter are bound.

20.6 The Company has a pricing arrangement with Kuraray India Private Limited for procurement of
rubber and this arrangement is expected to continue in future.

21. Absence of Interest

21.1 The Promoters and the Company does not have any interest, direct or indirect, in any enterprise
or undertaking that is either (i) a competitor, supplier, principal or customer of the Company, (ii)
the direct or indirect owner, lessor, lessee, licensor or licensee of any of the Assets, tangible or
intangible, owned by the Company or used in the operation of their business, or (iii) party to any
agreement with any one of the Company.

21.2 Other than as disclosed to the Investors, no powers of attorney have been granted by the
Company to any Person.

21.3 Except for transactions in the Ordinary Course, the Promoters, Directors, or any Affiliate of any
such Person do not have any agreement, understanding, proposed transaction with, or is indebted
to the Company, nor are the Company indebted (or committed to make loans or extend or
guarantee credit) to any of them (other than for accrued salaries, reimbursable expenses or other
standard employee benefits).

21.4 Other than as disclosed in the Accounts, there are no dues, loans, advances or deposits are owed
to the Company.

22. Labour law, Employee Relations and Agreements

22.1 the Company has in relation to each of its employees (and so far as relevant to each of its former
employees) complied in all respects with all obligations imposed on it under Applicable Laws in
relation to labour including but not limited to by Payment of Gratuity Act 1972, Employees
Provident Fund and Miscellaneous Provisions Act, 1952, Child Labour (Prohibition and
Regulation) Act, 1986, the Payment of Bonus Act, 1965, Contract Labour (Regulation and
Abolition) Act, 1970, the Minimum Wages Act, 1948, Maternity Benefits Act, 1961, Rights of
Persons with Disabilities Rules, 2017, Transgender Persons (Protection of Rights) Rules, 2020,
and all other relevant statutes, regulations and codes of conduct and practice relevant to the
relations between it and its employees and has maintained current adequate and suitable records
regarding the service of each of its employees.

22.2 There are no employment-related disputes involving the employees as party(ies), or otherwise
affecting their rights or obligations under the relevant employment agreement, pending or,
threatened against the Company. There is no labour strike, dispute, slowdown or stoppage

67
 actually pending or threatened against or affecting the Company.

22.3 The Company is in compliance with all applicable Law in relation to labour and employment
matters and the Warrantors have not received any written notice nor to the knowledge of the
Warrantors has there been any threat of an issue on any notice by any Governmental Authority
under such applicable Law for non-compliance or inadequate compliance thereof.

22.4 The Company has withheld and paid for appropriate contributions to the provident fund,
superannuation, gratuity, employee state insurance, as required by any Law.

22.5 The Promoters are in compliance with the terms set out in their respective employment agreement
executed with the Company.

22.6 No amount due to or in respect of any Director or employee or former director or former
employee of the Company is in arrears and unpaid other than his / her current salary or current
contract fee for the relevant period as on the Execution Date and as on the Closing Date.

22.7 The Company does not have any recognized trade unions and there are no collective bargaining
agreements, arrangement or similar understanding with any trade union, staff association or other
body representing the employees of the Company.

22.8 The execution of the Transaction Documents and consummation of the transactions contemplated
thereunder will not (either alone or upon the occurrence of any additional or subsequent events)
result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of
indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect
to any employees of the Company.

22.9 No employee (including former employee) of the Company:

(i) has been given an unexpired notice terminating his/her contract of employment, other
than in the Ordinary Course; or

(ii) has been offered any employee stock option; or

(iii) has any share in the profit or revenue of the Company; or

(iv) has been terminated in circumstances that may give rise to a claim against the Company
in relation to loss of office or termination of employment (including, without limitation,
redundancy); or

(v) has made any Claims for damages, arrears, personal injuries or any other amounts, or to
the best of the knowledge of the Promoters, are threatened to be made, by any current or
former employees, officers or Director, against the Company; or

(vi) has been made or promised any gratuitous payment by the Company in connection with
the actual or proposed termination or suspension of employment or variation of any
contract of employment of any present or former director or employee.

22.10 There are not in existence any contracts of service with the Company and Directors or employees
of the Company, which cannot be terminated by 3 (Three) months’ notice or less or (where not
reduced to writing) by reasonable notice without giving rise to any claim for damages or
compensation.

22.11 All employees of the Company are in compliance with their respective employment agreements.

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22.12 No Key Employee has notified its intention to terminate her/his employment with the Company
nor does the Company have any intention to terminate the employment of such Person.

22.13 For any mandatory schemes for bonus, pension, retirement and gratuity benefits payable under
Applicable Law and any long term incentive plans, there are no employee stock option plans
(except the employee stock option plan of 24 September 2021, bonus, incentive or deferred
compensation, severance policies or understandings, that provide benefits or compensation in
respect of any employee of the Company or the beneficiaries or dependents of any such employee
or under which any employee is or may become eligible to participate or derive a benefit.

23. Solvency

23.1 None of the following has occurred and is subsisting, nor has a notice been served, in relation to:

(i) an application or petition for an order, or the making of any order, that the Company be
wound up, that a liquidator or receiver be appointed or that it be placed in bankruptcy;

(ii) winding up of the Company;

(iii) the convening of a meeting or passing of a resolution to appoint a liquidator in the

Company;

(iv) a scheme of arrangement or composition with, or reconstruction arrangement or

assignment for the benefit of or other arrangement with all or a class of creditors;

(v) the taking of any action to seize, take possession of or appoint a receiver and/or manager
in respect of the Shares of the Company;

(vi) initiation of any insolvency resolution process; or

(vii) the taking of any action, which would render the Company ‘defunct’ under the Act,

and to the best of the Company’s knowledge, there exists no circumstance(s), which could give
rise to any of the foregoing.

23.2 There are no unfulfilled or unsatisfied judgements or orders of any Governmental Authority
outstanding against the Company, which would have an effect on the financial condition,
Business and / or operations of the Company.

23.3 The Company and the Promoters are solvent and able to pay their debts as they fall due.

24. Information and Disclosure

24.1 All information in relation to the Company, the Business and Assets, which would be essential to
an understanding of the Business, Assets, condition (financial or otherwise), or results of
operations of the Company or which may be relevant in making an investment decision, have
been made available and disclosed to each Investor and such information is true, correct,
complete and accurate in all respects, and no such information omits to state any fact necessary to
make such statements accurate.

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 ANNEXURE 7

TERMS OF SERIES B PREFERENCE SHARES

All capitalized terms used herein but not defined shall have the meaning given to them under this
Agreement or the Shareholders’ Agreement.

1. Face Value

The Series B Preference Shares shall have a face value of INR 100 (Indian Rupees Hundred).

2. Term

Unless converted in accordance with the terms of this Annexure, the Articles and Applicable
Laws, the term of the Series B Preference Shares shall be a maximum of 20 (twenty) years from
the Closing Date.

3. Dividend

3.1 If the Board proposes to declare any dividend on its Shares, the Series B Preference Shareholders
shall be paid, out of the dividend proposed to be declared, a cumulative dividend of 0.01% (zero
point zero one per cent) of the face value, in preference and priority to the payment of dividend in
respect of all other Shares, present or future. Without prejudice to the foregoing and in addition
thereto, upon the Board declaring dividend on any Share, the Series B Preference Shareholders
shall be entitled to participate in such dividend, on a pari passu basis with the holders of other
Preference Shares and in priority to payment of dividend to the holders of the Equity Shares.

3.2 Until such time as there remain any unconverted Series B Preference Shares in the Share Capital,
the Company shall not declare any dividend on any Security which would result in the Series B
Preference Shareholders (who would have been entitled to participate in such dividend if the
Series B Preference Shares had previously converted into Equity Shares) receiving dividends
higher than that permitted under Applicable Laws.

3.3 Upon conversion of the Series B Preference Shares into Equity Shares, the Series B Preference
Shareholders shall be entitled to participate in the dividend on the Equity Shares, on a pari passu
basis with the holders of all other Equity Shares.

4. Voting

4.1 From and after the Closing Date, the voting rights of every Shareholder on every resolution
placed before the Company shall, to the extent permissible under Law, be in proportion to the
share in the Fully Diluted Share Capital that the Shares held by such Shareholder represents.
Notwithstanding the aforesaid, the holders of Series B Preference Shares shall have voting rights
along with the holders of the Equity Shares on an “as converted basis”, as contained in Clause 10
of the Shareholders’ Agreement.

5. Conversion

5.1 The Series B Preference Shares will initially be convertible into Equity Shares at a conversion
ratio of 1:1 which shall be subject to adjustment for any Adjustment Event and as specified in
clause 6.3 of the Shareholders’ Agreement (the “Series B Conversion Factor”), without the
holders of the Series B Preference Shares being required to pay any amount for such conversion.
Notwithstanding anything contained elsewhere in the Shareholders’ Agreement, the Series B
Conversion Factor and Series B Conversion Price (defined below) shall be proportionately and
appropriately adjusted (as required) for any Adjustment Event, in each case, to ensure that the

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 shareholding of the Series B Preference Share Holders in the Share Capital is equal to than the
shareholding of the Series B Preference Share Holders in the Share Capital existing immediately
prior to the Adjustment Event.

5.2 The Series B Preference Shares shall be convertible into Equity Shares at the option of the
holders of the Series B Preference Shares in accordance with paragraph 5.3. Any Series B
Preference Shares that have not been converted into Equity Shares shall, if required under
Applicable Laws, compulsorily convert into Equity Shares upon the earlier of:

(i) in connection with any IPO, immediately prior to the filing of an offer document (or
equivalent document, by whatever name called) with the competent authority or such
later date as may be permitted under Applicable Laws at the relevant time; and

(ii) the date which is 20 (twenty) years from the date of their issuance.

5.3 Optional Conversion

5.3.1 The holders of the Series B Preference Shares shall have the right, at any time and from time to
time after the date of issuance of Series B Preference Shares, to require the Company, by written
notice (the “Series B Conversion Notice”), to convert all or a portion of the Series B Preference
Shares into Equity Shares.

5.3.2 The Series B Conversion Notice shall be dated and shall set forth:

(i) the number of Series B Preference Shares in respect of which the holder of the Series B
Preference Shares is exercising its right to conversion in accordance with this paragraph
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(ii) the number of Equity Shares that such Series B Preference Shares shall convert into,
which shall be consistent with the terms herein contained.

5.3.3 Upon receipt of the Series B Conversion Notice, the Company shall:

(i) Convene a meeting of the Board, in which meeting the Company shall approve the
following:

(a) the conversion of such number of the Series B Preference Shares;

(b) the cancellation of the share certificates representing such number of the Series B
Preference Shares; and

(c) the issuance and allotment of such number of Equity Shares,

in each case, as are mentioned in the Series B Conversion Notice;

(ii) issue duly stamped share certificates to the holders of the Series B Preference Shares to
evidence such holders of the Series B Preference Shares as the owners of the Equity
Shares issued upon conversion of such number of the Series B Preference Shares as are
mentioned in the Series B Conversion Notice; and

(iii) update its register of members to reflect the holders of the Series B Preference Shares as
the owners of the Equity Shares issued pursuant to the conversion of such number of the
Preference Shares as are mentioned in the Series B Conversion Notice.

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6. Adjustments

(i) If, whilst any Series B Preference Shares remains capable of being converted into Equity
Shares, the Company splits, sub-divides (stock split) or consolidates (reverse stock split)
the Equity Shares into a different number of securities of the same class, the number of
Equity Shares issuable upon a conversion of the Series B Preference Shares shall be
proportionately increased in the case of a split or sub-division (stock split), and likewise,
the number of Equity Shares issuable upon a conversion of the Series B Preference
Shares shall be proportionately decreased in the case of a consolidation (reverse stock
split).

(ii) If, whilst any Series B Preference Shares remains capable of being converted into Equity
Shares, the Company issues bonus shares or makes other distribution of Equity Shares to
the holders of Equity Shares, then, the number of Equity Shares to be issued on any
subsequent conversion of Series B Preference Shares shall be increased proportionately
and without payment of additional consideration by the holders of Series Seed CCPS.

(iii) If the Company, by re-classification or conversion of securities or otherwise, changes any

of the Equity Shares into the same or a different number of securities of any other class or
classes, the right to convert the Series B Preference Shares into Equity Shares shall
thereafter represent the right to acquire such number and kind of securities of the
Company as would have been issuable as a result of such change with respect to the
Equity Shares (that the Series B Preference Shares would have converted to),
immediately prior to the record date of such re-classification or conversion.

(iv) The Series B Preference Shares holders shall be entitled to such anti-dilution rights as set
out in the Existing Shareholders’ Agreement.

7. Liquidation Preference

If there is a ‘Liquidity Event’ as defined in the Shareholders’ Agreement, the holders of Series B
Preference Shares shall receive liquidation preference in accordance with of the Shareholders’
Agreement.

8. Transferability and other rights

8.1 The Series B Preference Shares shall be Transferable in accordance with the terms of the
Transaction Documents and the Articles.

8.2 A valuation report of the registered valuer will be given at the time of conversion as per the
Applicable Laws at that point in time.

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 ANNEXURE 8

LIST OF INDEMNITY EVENTS

Each of the following constitutes an Indemnity Event:

(a) any inaccuracy in or any misrepresentation or breach of any of the Warranties;

(b) any breach or failure by any of the Warrantors to fulfil or perform any of its obligations, under-
takings, covenants, or agreements contained in any of the Transaction Documents or any docu-
ment or other papers delivered by any of them to the Investor, in connection with or pursuant to
the Transaction Documents;

(c) any liabilities (including contingent liabilities and Tax liabilities) of the Company and/or the Pro -
moters which relate to or arise out of the period prior to the Closing Date; other than liabilities
that are provided and provisioned for in Accounts;

(d) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection pursuant to fraud, gross negligence, wilful misconduct of the Company and/or
the Promoters;

(e) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection to the Company’s inability to use any Company Owned Intellectual Property,
including Patent No. 345890;

(f) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection with the non-compliance with the MMRDA under the Air Act, Water Act and
Hazardous Waste Rules to operate the factory premises;

(g) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection with the civil commercial suit titled Purple Innovation, LLC v. Comfort Grid
Technologies Private Limited C.S.(COMM.) No. 517 of 2021 before the High Court of Delhi;

(h) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection with the non-maintenance of registers in relation to the significant beneficial
ownership of the Promoter Trust;

(i) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection with the demand notice dated 23 August 2022 from the tax authority under the
Income Tax Act, 1961 for the accounting year 2021-22; and

(j) any Losses arising out of, or which in any way relate to, or result from any Losses arising out of
or in connection with the delay in filing Form MSME I for the periods April 2021 - September
2021 and October 2021 – March 2022.

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