CONVERTIBLE NOTE AGREEMENT

This convertible note agreement (this “Agreement”) is executed on April 17, 2024 (the
“Effective Date”) in New Delhi, by and amongst:

Clean Nutrition Private Limited, a private limited company, incorporated in India under
the Companies Act, 2013 bearing CIN:U47215DL2023PTC412808, and having its
registered office at E 23 POORVI MARG THIRD FLOOR, VASANT VIHAR DELHI, New
Delhi, New Delhi, New Delhi, Delhi, India, 110057, India (hereinafter referred to as
“Company” which expression shall, unless it be repugnant to the context, include its
administrators and permitted assigns, as the case may be) of the FIRST PART;

AND

PERSONS DETAILED IN SCHEDULE 1B, (hereinafter collectively referred to as

“Promoters” and individually as “Promoter”, which expression shall, unless it be
repugnant to or inconsistent with the context or meaning thereof, be deemed to include their
respective heirs, successors and permitted assigns, as the case may be) of the SECOND
PART;

AND

PERSONS DETAILED IN SCHEDULE 2, (hereinafter referred to as “CN Holder”

which expression shall, unless it be repugnant to or inconsistent with the context or meaning
thereof, be deemed to include their respective heirs, successors and permitted assigns, as the
case may be) of the THIRD PART;

The Company, Promoters and CN Holder shall hereinafter individually be referred to as a

“Party” and collectively as the “Parties”.

WHEREAS:

A. The Company is engaged in the business of manufacturing and retailing food products under
the brand name of FeedSmart (the “Business”);

B. The Company is desirous of raising funds for its Business. Upon the request of the Company,
the CN Holder has agreed to make an investment in the Company in the form of
subscription to Note (defined below), which shall be convertible on the terms stated therein
into Equity Shares of the Company.

C. The Company is raising investments up to INR _________/- (Rupees ____ only) from one or
more additional investors against issuance of convertible notes on the same/similar terms

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 and conditions as those set out herein (“Current Round”) with a minimum raise of Rs
25,00,000/- (Rupees Twenty Five Lakhs only).

D. The Parties are now entering into this Agreement for the purpose of recording the terms of
the investment by the CN Holder in the Company and regulating the relationship of the
Company, the Promoters and the CN Holder, their inter se rights and obligations with
respect to the management and operations of the Company.

NOW, THEREFORE, IT IS AGREED BY AND AMONG THE PARTIES HERETO

AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION

1.1.1. In this Agreement, capitalized words and expressions shall have the meanings assigned to
them in this definition clause or as defined in this Shareholders’ Agreement and rules of
interpretation set out there in shall apply.

1.2 Definitions

(a) “Act” shall mean the Companies Act, 2013 (to the extent that such enactment is in force and
applicable to the context in which such term is used herein), or the Companies Act, 1956 (to
the extent that such enactment is in force and applicable to the context in which such term is
used herein), and the rules framed thereunder which shall also include all amendments,
modifications from time to time and shall include any statutory replacement or re-
enactments of the foregoing;

(b) “Articles of Association” shall mean the articles of association of the Company as amended
from time to time.

(c) “Affiliate” in relation to any Party or Person shall mean: (i) as regards any partnership
(whether limited or unlimited), proprietorship, Hindu undivided family, trust, association,
limited or unlimited liability company, corporation, or any other entity (whether
incorporated or not, or of whatever type or nature, wherever situate), any such partnership,
proprietorship, Hindu undivided family, trust, association, limited or unlimited liability
company, corporation, or other entity which Controls, is Controlled by, or is under the
common Control with that Party or person; and (ii) as regards a natural person, in addition
to (i) above, shall also include a Relative of such Party or person and with respect to an
Investor who is a natural person, shall also include any other Person who is Controlled by
such Investor; and (iii) as regards any investment fund, shall also include: (a) any fund
(present and in future), collective investment scheme, trust, partnership, special purpose
vehicle, in which the fund and/or its Affiliate is an investment manager, investment advisor
or general partner or limited partner, significant shareholder, settlor, member of
management or investment committee or trustee; (b) any general partner, investment

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 manager or investment advisor of such investment fund; or (c) any fund, collective
investment scheme, trust, partnership, special purpose or other vehicle in which any
Affiliate of the fund is a general partner, significant shareholder, investment manager or
advisor, settlor, sponsor, member of a management or investment committee or trustee;

(d) “Applicable Law” or “Law” or “Applicable Laws” shall mean and include all applicable
statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws,
regulations, notifications, guidelines, policies, directions, directives, orders and
administrative interpretations of any Governmental Authority, tribunal, board, court or stock
exchanges on which the Securities may be listed;

(e) “Arbitration Act” shall have the meaning ascribed to it in Clause 5.2.1 of this Agreement;

(f) “Board” shall mean the board of Directors of the Company;

(g) “CCCPS” shall mean compulsorily convertible cumulative preference shares issued by the
Company to its Shareholders under Shareholders’ Agreement;

(h) “Change in Control” shall include a sale, merger, acquisition or any other kind of
reorganization of the Company;

(i) “Charter Documents” shall mean collectively the memorandum of association and the
Articles of Association of the Company;

(j) “Claims” shall mean any losses, liabilities, obligations, claims, demands, actions, suits,
judgments, awards, fines, penalties, taxes, fees, settlements and proceedings, deficiencies,
damages (whether or not resulting from third party claims), charges, costs (including costs
of investigation, remediation or other response actions), and expenses, including fees and
disbursements, and court costs in relation thereto;

(k) “Closing” shall have the meaning ascribed to it in Clause 2.3.1 of this Agreement;

(l) “Closing Date” shall have the meaning ascribed to it in Clause 2.3.1 of this Agreement;

(m) “CN Documents” shall mean this Agreement and any other documents executed/to be
executed pursuant to or in connection with this Agreement;

(n) “Conditions Precedent” shall have the meaning ascribed to them in Clause 2.2.1 of this
Agreement;

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

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(p) “Conversion Price” shall have the meaning ascribed to it in Clause 2.7 of this Agreement;

(q) “Designated Bank Account” shall mean the bank account maintained by the Company into
which the CN Holder shall remit the Principle Amount in accordance with the terms of this
Agreement, the details of which are as follows:

Account Clean Nutrition Private Limited

Name:
Bank:
Account:
IFSC:
Branch
SWIFT Code:

(r) “Directors” shall mean the director(s) of the Company;

(s) “Discount” shall have the meaning ascribed to it in Clause 2.7 of this Agreement;

(t) “Dispute” shall have the meaning ascribed to it in Clause 5.2.1 of this Agreement;

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

(v) “Event of Default” shall have the meaning ascribed to it in Clause 2.9 of this Agreement;

(w) “Equity Shares” shall mean equity shares having a face value of INR 10 (Rupees Ten) of the
Company;

(x) “Floor Value” shall have the meaning ascribed to it in Clause 2.7 of this Agreement;

(y) “Fully Diluted Basis” shall mean that the calculation is to be made assuming that all
outstanding Securities (whether or not by their terms then currently convertible or
exercisable), whether or not due to the occurrence of an event or otherwise, have been
converted, exercised or exchanged into the maximum number of Equity Shares issuable
upon such conversion, exercise and exchange, as the case may be and it is clarified that all
authorised options under the ESOP shall be included for the aforesaid calculation
irrespective of whether or not they have been issued, granted, vested, or exercised;

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(z) “Force Majeure” or “Force Majeure Event” shall mean and include circumstances which
are beyond the reasonable control of a Party and which could not have been prevented by a
Party by exercise of reasonable care/caution and due diligence, including but not limited to
war, armed conflict, invasion, hostilities, riot, rebellion, revolution, civil war, riot,
insurrection, acts of God such as but not limited to hurricanes, earthquakes, tsunamis,
cyclones and floods, epidemics, pandemics, natural calamities/disasters, change of
Applicable Law which materially restricts a Party from carrying out its business activities,
strikes and lock out.

(aa) “GAAP” shall mean generally accepted accounting principles applicable in India,
consistently applied throughout the specified period and in the comparable period in the
immediately preceding year;

(bb) “Governmental Authority” shall mean any relevant governmental or quasi-governmental

authority, statutory authority or quasi-statutory or regulatory authority, administrative,
monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or
stock exchange or taxing authority or anybody entitled to exercise legislative, executive or
judicial power or power of any nature or body or other organisation to the extent that the
rules, regulations, standards, requirements, procedures or orders of such authority, body or
other organisation have the force of Law;

(cc) “Indemnified Persons” shall have the meaning ascribed to it in Clause 5.4.1 of this
Agreement;

(dd) “Information” shall have the meaning ascribed to it in Clause 5.3.1 of this Agreement;

(ee) “INR” or “Rs.” or “Rupees” shall mean Indian Rupees;

(ff) “Material Adverse Effect” shall mean any change or effect (including but not limited to
change in Applicable Law) that would have (or could reasonably be expected to have) a
materially adverse impact to: (a) the business, operations, assets, condition (financial or
otherwise), operating results of the Company, or (b) the ability of the Parties to consummate
the transactions contemplated herein, or (c) the validity, legality or enforceability of the
rights or remedies of the CN Holder under this Agreement;

(gg) “Maturity Date” shall be the date on which the Principal Amount and all accrued but unpaid
interest thereof in respect of any Note issued pursuant to this Agreement shall become
payable to the CN Holder and as more particularly described in Clause 2.5 of this
Agreement

(hh) “Note” shall mean and include any convertible promissory note issued to the CN Holder
pursuant to this Agreement in accordance with the terms and conditions thereof and in
substantially the form prescribed under Schedule 3 (Form of Convertible Promissory Note)

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 of this Agreement which shall be convertible into Equity Shares of the Company on the
terms stated therein;

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

(jj) “Principal Amount” shall mean the principal sum of money totaling to an amount of INR
4,50,00,000/- (Rupees Four Crores and Fifty Lakhs only) being invested by the CN Holder
in the Company which is the detailed of their respective amounts are detailed in Schedule 4
and represented by any Note issued pursuant to this Agreement to the CN Holder;

(kk) “Qualified Financing” shall have the meaning ascribed to it under Clause 2.7 of this
Agreement;

(ll) “Related Party” shall mean in relation to a specified Person, any Person: (A) that is an
Affiliate; (B) that serves as a director, officer, partner, executor, or managing trustee of such
specified Person; (C) in which such specified Person serves as a director, officer, partner,
executor, or managing trustee; (D) in which such specified Person holds a material interest;
or (E) that holds a material interest in such specified Person. With respect to an individual,
“Related Party” shall include any individual who is a Relative, and any Person who is a
Related Party of that Relative. For the purpose of this definition, “material interest” shall
mean a direct or indirect control or ownership of 5% (five percent) or more of the
outstanding voting power or equity of a Person;

(mm) “Related Party Transactions” shall mean any transactions entered into by the Company or
any subsidiary on the one hand and the Promoters, or any person that is a Related Party of
either or both of the Promoters, or the Company (excluding wholly owned subsidiaries of
the Company) on the other hand;

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

(oo) “Securities” shall mean equity capital, Equity Shares, CCCPS, membership interests,
partnership interests, joint ventures or other ownership interests of the Company or any
options, warrants or other securities (including but not limited to compulsorily convertible
preference shares, compulsorily convertible debentures and convertible notes) that are,
directly or indirectly, convertible into, or exercisable or exchangeable for, such equity
capital, Equity Shares, membership interests, partnership interests or other ownership
interests (whether or not such derivative securities are issued);

(pp) “Shareholders” shall mean the shareholders holding Securities, from time to time, of the
Company;

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 (qq) “Shareholders’ Agreement” shall mean the share subscription and shareholders’ agreement
dated 30.10.2020 executed between the Company, Promoters and Shareholders along with
any amendments thereto;

(rr) “Tax”, “Taxes” or “Taxation” any and all form of direct and indirect taxes with reference to
income, profits, gains, net wealth, asset values, turnover, gross receipts including but not
limited to all duties (including stamp duties), excise, customs, service tax, value added tax,
goods and sales tax, charges, fees, levies or other similar assessments by or payable to a
Governmental Authority (including any interest, fines, penalties, assessments, or additions
to Tax);

(ss) “USD” means the lawful currency of the United States of America;

(tt) “Valuation Cap” shall have the meaning ascribed to it in Clause 2.7 of this Agreement;

(uu) “Warranties” shall mean the representations and warranties of the Warrantors as set forth in
Clause 4.1 to 4.10 of this Agreement.

1.3 Interpretation:

(a) Unless the context of this Agreement otherwise requires:

(i) words using the singular or plural number also include the plural or singular number,
respectively;

(ii) reference to any legislation or Law or to any provision thereof shall include references to any
such Law as it may, after the date hereof, from time to time, be amended, supplemented or
re-enacted, and any reference to a statutory provision shall include any subordinate
legislation made from time to time, under that provision; and

(iii) references to the knowledge, information, belief or awareness of any Person shall be deemed
to include the knowledge, information, belief or awareness of such Person after examining
all information and making all due inquiries and investigations which would be expected or
required from a Person of ordinary prudence.

(iv) The Parties acknowledge that they and their respective counsel have read and understood
the terms of this Agreement and have participated equally in the negotiation and drafting.
Accordingly, no court or arbitrator construing this Agreement shall construe it more
stringently against one Party than against another.

2. PURCHASE AND SALE OF NOTE

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2.1 Sale and Issuance of Note: Subject to the terms and conditions of this Agreement, the CN
Holder agrees to obtain at the Closing (as defined below), and the Company agrees to issue
to the CN Holder, a Note in such part of the Principal Amount as set forth opposite such CN
Holder’s name in Schedule 4. The price of the Note shall be equal to 100% of the Principal
Amount of such Note.

2.2 Conditions Precedent to Closing

2.2.1. The obligation of the CN Holder to transfer their respective Principal Amount is subject to
the fulfilment of the following conditions by the Company and the Promoters to the
satisfaction of the CN Holder, in the manner provided below (“Conditions Precedent”) on
or before ______, 202_ (“Long Stop Date”):

2.2.1.1. The Promoters shall have caused the Company to pass and the Company shall have passed
all necessary Shareholders’ and Board resolutions as required under Applicable Law for
executing, delivering and performing this Agreement and issuing the Note and delivered to
the CN Holder certified true copies of each such resolution;

2.2.1.2. The Company shall have, and the Promoters shall ensure that the Company has, made all
relevant filings with the RoC, including but not limited to Form MGT-14 in respect of the
resolutions passed, and shall have delivered to the CN Holder certified true copies of each
such filing;

2.2.2. The Company shall have, and the Promoters shall ensure that the Company has, provided to
the CN Holder the draft Form CN, if applicable.

2.2.2.1. There shall not have occurred any breach of the Warranties, or the covenants and
obligations of Promoters and the Company hereunder;

2.2.2.2. The Warranties shall be true, accurate and correct at and as of the Effective Date and the
Closing Date with the same effect as though such Warranties were made at and as of such
dates;

2.2.2.3. The Promoters and the Company shall have obtained all government, corporate,
management, third party and regulatory approvals, consents, waivers and qualifications
necessary to complete the transactions contemplated herein;

2.2.2.4. No Material Adverse Effect shall have occurred in the Business, financial condition, results
of operations, or prospects of the Company.

2.2.3. If either the Company and/or the Promoters 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 CN Holder of such fact or occurrence, in writing.

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2.2.4. On fulfilment of the Conditions Precedent, the Company and the Promoters shall deliver to
the CN Holder an original, duly executed certificate, in the form and manner specified by
the CN Holder (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set
out in Clause 2.2 above have been fully satisfied in all respects, together with certified
copies of all the requisite documents and instruments evidencing the fulfilment of the same
and affirming that all Warranties provided by the Company and the Promoters in the CN
Documents are true as on the date of the CP Fulfilment Certificate.

2.2.5. If the Company fails to achieve any of the Conditions Precedent under Clause 2.2 on or
before the Long Stop Date and the same is not waived by the CN Holder, in writing, the CN
Holder shall have the right to terminate this Agreement.

2.3 Closing

2.3.1. The Closing shall occur on a date mutually decided by the Company and CN Holder, but no
later than 15 (fifteen) days from the delivery of the CP Fulfilment Certificate to the CN
Holder (the "Closing Date"). For the purpose of this Agreement, the term "Closing" shall
mean completion by the Parties of their respective obligations in accordance with Clause
2.3.2 below.

2.3.2. On the Closing Date, the Company shall deliver to the CN Holder the Note to be purchased
by such CN Holder against payment of such part of the Principal Amount as set forth
opposite such CN Holder’s name in Schedule 4 by wire transfer to the Designated Bank
Account of the Company.

2.3.3. On the Closing Date, a meeting of the Board shall be convened and held for acceptance of
Principal Amount against issuance of the Note.

2.3.4. If the Company fails to consummate Closing as envisaged herein, the CN Holder shall have
the right to terminate this Agreement. In such an event, the Company shall forthwith refund
the Principal Amount, if already remitted by the CN Holder, to the CN Holder.

2.4 Post Closing

2.4.1. The Company shall update the notice, agenda, minutes etc. as per secretarial
standards.

2.4.2. The Company shall have filed E-Form No. MGT 14 of the Companies (Management and
Administration) Rules, 2014 with respect to the filing of (a) resolution of the Board
approving acceptance of Principal Amount against issuance of the Note; (b) special
resolution passed by the Shareholders for approving acceptance of Principal Amount against

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 issuance of the Note, within the time period stipulated by Law and deliver to the CN Holder
certified true copies of each such filing.

2.5 Maturity: Unless earlier converted in accordance with the terms of the Note, the Note shall be
due and payable upon expiry of 1 (one) year from the Closing Date. (“Maturity Date”).

2.6 Interest: The Principal Amount of the Note will bear interest on all amounts outstanding at a
fixed annual simple interest rate equal to the rate of ____% per annum which shall accrue
monthly and be payable together with the Principal Amount of the Note on the Maturity Date.

2.7 Mandatory Conversion

2.7.1. Subject to Applicable Law, in case of closing of the Company’s next financing transaction
where the Company raises, in a single transaction or series of connected transaction, at least
USD 5 million through issuance of equity or equity-linked instruments at a fixed valuation
within 1 (one) year from the Closing Date (a “Qualified Financing”), the Principal Amount
and accrued interest under the Note shall automatically convert into a class or series of
Equity shares substantially identical to that issued in such Qualified Financing and on same
rights (including but not limited to pre-emptive rights, tag along rights, information rights,
exit rights and liquidation preference), as such transaction, unless otherwise agreed by the
CN Holder, but at a price per share equal to the lower of (“Conversion Price”) (i) 80% of
the price per share (i.e., 20% discount) in the Qualified Financing (“Discount”) or (ii) at a
price per share implied by a USD 40 million pre-money valuation (“Valuation Cap”) of the
Company. Further, in case the Qualified Financing does not take place, the CN Holder shall
mandatorily, on the Maturity Date, convert the Principal Amount and accrued interest under
its Note into a class or series of Equity Shares on same rights (including but not limited to
pre-emptive rights, tag along rights, information rights, exit rights and liquidation
preference), as the Qualified Investors under Shareholders’ Agreement, unless otherwise
agreed by the CN Holder, and at a pre-money valuation of USD 15 million (“Floor Value”).

2.7.2. No fractional Equity Shares shall be issued upon conversion of Note. If the computation of
the number of Equity Shares to be issued upon conversion, results in a fraction, then the
number of Equity Shares shall be rounded down to the nearest whole number and the
Company shall, in lieu of extinguishment of such fractional share, pay the CN Holder a
sum equal to the product resulting from multiplying such fraction by the price per Equity
Share at which the Note is converted. Whether or not fractional shares would be issuable
upon such conversion shall be determined on the basis of the Note held by the CN Holder
at the time of converting into Equity Shares and the aggregate number of Equity Shares
issuable upon such conversion.

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2.7.3. In the event the Company does not raise funds, within completion of 1 year from the
issuance of the convertible note, then the Company shall undergo a fair market valuation
by the authorised person and the note shall be converted at a 20% discount within 60
days.

2.8. Event of a Change in Control:

In the event of a Change in Control of the Company, including but not limited to a merger
or an acquisition, the CN Holder, may, either elect to:

2.8.1. have the Principal Amount and all accrued but unpaid interest repaid by the Company in
cash, if not already converted into Equity Shares as per Clause 2.7; or

2.8.2. convert the Principal Amount and all accrued but unpaid interest into a class or series of
Equity Shares having substantially the same rights as the most senior class of Securities
of the Company outstanding immediately prior to the closing of such transaction at the
Floor Value.

2.8.3. The Company shall, at all times, give at least 20 (twenty) days written notice to the CN
Holder of the closing of such Change in Control transaction, unless such notice period is
waived in writing by the CN Holder.

2.9 Events of Default: Each of the following shall constitute an “Event of Default” in
which case, provided no mandatory conversion has taken place as per Clause 2.7, the
respective Principal Amount of the Note, together with all accrued and unpaid interest on
such Principal Amount shall become and be immediately due and payable upon written
demand of the CN Holder, except when such Event of Default has been caused or is a
result of a Force Majeure Event. Provided that a Force Majeure Event continuing for a
continuous period of 90 (ninety) days shall also give a right to the CN Holder to invoke
an Event of Default:

a) Company's failure to pay when any Principal Amount and/or any interest payment pursuant
to the terms of the Note is due and such payment is not made within 5 (five) days of such
due date;

b) Company’s failure to comply with any of the terms or covenants of the Note or the
Agreement and such non-compliance continues for 15 (Fifteen) days after receipt of
written notice from the CN Holder;

2.10 Liquidity Event

Upon occurrence of a Liquidity Event (as defined under the Shareholders’ Agreement),
other than those dealt with under Clause 2.8 and Clause 2.9 above, any time prior to
conversion of the Note, the CN Holder shall be entitled to: (a) demand repayment of the

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 Principal Amount together with interest accrued but not paid till such date, if not already
converted into Equity Shares as per Clause 2.7; or (b) require conversion of the Note at
the Floor Value and be entitled to receive its Liquidation Preference Amount (as defined
under the Shareholders’ Agreement) in preference to the other Shareholders of the
Company.

3. OTHER AGREEMENTS

3.1 The CN Holder understands and agrees that upon the conversion of the Note into Equity
Shares, the Company will require such CN Holder to execute certain agreements to effect
the issuance of such Equity Shares in accordance with Clause 2.7. To that end, the CN
Holder agrees and authorizes the Company to apply all amounts outstanding under the
Note to the subscription of such Equity Shares. In case any portion of the Principal
Amount and/or accrued and unpaid interest remains outstanding pursuant to issuance of
Equity Shares upon conversion of the Note, such outstanding amounts shall be repaid to
the concerned CN Holder.

3.2 The Company shall use the proceeds from the sale of the Note to fund the Business of
the Company, specifically towards expansion and growth.

4. REPRESENTATIONS AND WARRANTIES

4.1 Subject to disclosures made in Schedule 6, the Company and the Promoters
(“Warrantors”) jointly and severally represent and warrant in favour of the CN Holder
that the statements set out hereunder are true and accurate and not misleading as of the
date of this Agreement; and will be true and accurate and not misleading at the Closing.
All Warranties, except where the context does not permit, shall be deemed to have been
given by the Company.

4.2 Authority And Capacity

4.2.1. The Company has been duly incorporated and is validly existing under the Laws of India
and has the corporate power and authority to own/lease/license and operate its assets and
properties to carry on its business as currently conducted and proposed to be conducted.

4.2.2. The Company fulfils the criteria for a ‘startup’ as specified by the Department of
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, vide notification no. G.S.R. 127(E) dated February 19, 2019 and/or
such other policy of the Central Government issued in this regard from time to time.

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4.2.3. The Company and the Founders represent and warrant to the CN Holder that the business
of the Company, as currently undertaken, is such that 100% (one hundred percent) foreign
direct investment is permissible in the Company under the automatic route in accordance
with the extant foreign exchange control laws of India, including the Foreign Exchange
Management Act, 1999 (and the rules and regulations framed thereunder) and the
Consolidated Foreign Direct Investment Policy issued by Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India.

4.2.4. To the best of its knowledge, the Company has all material permits, approvals,
authorizations, licenses, registrations, and consents including registrations necessary for
the conduct of the Business as currently conducted.

4.2.5. Except as set out as part of the Conditions Precedent, the Company and the Promoters have
the legal right, power and authority to enter into, deliver and perform this Agreement and
all other documents and instruments required to be executed pursuant thereto or in
connection therewith, and such documents, when executed, will constitute valid and
binding obligations and be enforceable against the Company and the Promoters in
accordance with their respective terms.

4.2.6. The Company hereby confirms that there has been no Material Adverse Effect and that it
has no notice of any action or investigation or other proceedings or fact of any nature
whatsoever, which would restrain or prohibit the transaction or would be likely to have a
Material Adverse Effect.

4.2.7. The execution, delivery and the performance, by the Company and the Promoters of this
Agreement and the respective obligations contemplated herein will not (i) breach or
constitute a default under the Charter Documents of the Company or any Applicable Law;
(ii) conflict with or result in any breach or violation of any agreement to which any of
them is a party or by which any of them is bound; (iii) give any third party a right to
terminate or modify, any agreement, license or other instrument.

4.3 Corporate Matters

4.3.1. The Note shall be validly issued and the CN Holder shall be the sole legal and beneficial
owner of its Note, free from any Encumbrance whatsoever and shall be entitled to all
rights accorded to a holder of such Note in the Company.

4.3.2. The Securities already issued, which are correctly and completely listed in Schedule 5
(Agreed shareholding patterns) are the only form of Securities presently issued by the
Company.

4.3.3. The Company does not have any voting or ownership interest in any other Person.

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4.4 Accounts, Finances And Taxation

4.4.1. The books of accounts of the Company have been properly maintained in accordance with
Applicable Law and GAAP, so as to give a true and fair view of the Company’s Business.

4.4.2. The Company has no borrowings (including any outstanding obligations for the payment
or repayment of money), actual or contingent, or liabilities of any nature.

4.4.3. The Company has complied with all the material requirements as specified under the
applicable Tax Laws in relation to payments, returns, computations, notices and
information which are required to be complied by it, and not received any notice of Tax
disputes or other liabilities of Taxes in respect of which a claim has been made against it.

4.5 Contracts And Commitments

4.5.1. All material contracts have been duly authorised, executed and delivered by the Company
and constitutes a valid and binding obligation of each party thereto, enforceable against
each party thereto in accordance with its terms.

4.5.2. there are no agreements or understandings to which the Promoter and/or the Company are
a party to or are bound by, which (i) grants management, operational or voting rights in
the Company to any Person including any power of attorney; (ii) constitute non-compete
obligations restricting in any way, the Business; (iii) was entered into outside of the
ordinary course of business of the Company; (iv) provides for the sharing of the revenue
of the Company with any third party or for payment of any royalties; (v) is a contract with
any Person relating to the use of the assets of the Company.

4.5.3. The Company has not signed any document whereby it has waived or abandoned any of its
rights available under Applicable Law or otherwise.

4.5.4. The Company is not a party to any agreement or arrangement that establishes any
franchisee arrangement.

4.5.5. There is no material contract to which the Company is a party that:

(i) is, for reasons attributable to the Company, incapable of being fulfilled or performed on
time, or only with undue or unusual expenditure of money or effort outside the ordinary
course of Business;
(ii) provides that the Company will act as distributor of goods or services or as agent for
another Person; or
(iii) has a Material Adverse Effect on the financial or trading position of the Company.
(iv) involves or is likely to involve obligations or liabilities which, by reason of their nature or
magnitude, should reasonably be made known to any intending investor in the Company.

14
4.5.6. There are no joint venture agreements, technical collaboration agreements or agreements
relating to the options to acquire shares/interest in other companies or businesses.

4.5.7. No party to any material contract entered into by the Company or any of the Promoters, is
in default and the default could have a Material Adverse Effect on the Business, assets or
financial condition of the Company.

4.5.8. All security (including any guarantee or indemnity) held by the Company is valid and
enforceable by the Company against the grantor in accordance with the terms of the
security, subject to the effects of bankruptcy, insolvency, fraudulent preference,
moratorium and other similar laws relating to or affecting creditors' rights generally.

4.5.9. Neither the Company nor the Promoters have been made aware in writing by any party to a
contract that such party is likely to or is considering replacing or terminating the contract
or to cease using the services supplied by the Company.

4.5.10. There is no contract to which the Company is a party which is subject to any relevant
public procurement laws.

4.5.11. There is no material contract that the Company is a party to that is not on arm’s length
terms.

4.5.12. None of the Promoters are a party to any agreement or arrangement with the Company
that is other than on an arm’s length basis.

4.5.13. Other than agreements containing customary terms relating to non-compete and
no solicitation obligations of the Promoters, the Company is not a party to any agreement,
arrangement or practice which in whole or in part contravenes or is invalidated by any
restrictive trade practices, fair trading and consumer protection laws under the relevant
jurisdiction or in respect of which any filing, registration or notification is required
pursuant to Applicable Law (whether or not the same has in fact been made) and which
would have a Material Adverse Effect on the Business and the Company.

4.5.14. The Company is not in violation of any term or provision of any agreement relating to
indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to
which it is party or by which it is bound.

4.5.15. The Company does not have any mortgages.

4.5.16. The Company does not undertake any business other than the Business.

4.6 General

15
4.6.1. All information relating to the Company which is material in relation to the Company’s
Business, operations, financial conditions, assets and liabilities, intellectual property,
organization, Tax, employment related matters, compliance matters and litigation are true.

4.6.2. There are no material facts or circumstances in relation to the Business, the Company or
the transactions contemplated in this Agreement which have not been fully and fairly
disclosed in writing and which if disclosed might reasonably have been expected to affect
the decision of the CN Holder to enter into this Agreement.

4.7 Related Party Arrangements

4.7.1. The Company has not entered into, nor agreed to enter into, any Related Party Transactions
except for Related Party Transactions pertaining to product procurement, selection,
curation, placement and sale by the Company.

4.8 Employees

4.8.1. The Company has, in relation to each of its employees/workers complied in all material
respects with its obligations under relevant labour Laws.

4.8.2. There is no deferred compensation agreement, incentive plan, profit sharing plan,
employee stock options or any similar arrangement with the employees.

4.9 Intellectual Property

4.9.1. The Company is the absolute owner, valid licensee, or authorized user (as the case may be)
of trade names, trademarks, trade secrets, proprietary information and knowledge,
technology, databases, or rights with respect thereto necessary for its business as is now
being operated and/or developed or conceived by the Promoters in relation to the
Business (the “Intellectual Properties”). The use of the Intellectual Properties by the
Company has not infringed and/or breached or affected the intellectual property rights of
any Person.

4.9.2. There is no violation of any intellectual property right related laws, rules and regulations
including infringement of any third party’s intellectual property rights that could
reasonably be expected to have a Material Adverse Effect on the business of the
Company.

4.9.3. To the best of the Company and Promoters’ knowledge, there is no unauthorized use or
infringement by any Person of any of the Intellectual Properties, or confidential business
information owned or used by the Company for the business.

16
4.10 Legal Matters
4.10.1. The Company carries on Business in material compliance with all Laws.

4.10.2. There are no claims, and to the best of the knowledge of the Company and Promoters,
there are no investigations or proceedings or any ground for the same, before any court,
tribunal or governmental authority in progress or pending against or relating to Company,
and there are no outstanding judgments, decrees or orders against the Company which
could reasonably be expected to either: (a) enjoin, restrict, prohibit or adversely affect the
ability of the Company to carry on its Business in the ordinary course; or (b) prevent the
Company from fulfilling its obligations set out in this Agreement or any other CN
Documents; (c) give rise to any Claims or interest against the Company, its Shareholders
or Directors.

4.10.3. Neither the Company, nor any of its directors have committed any criminal or unlawful act
involving dishonesty; any breach of trust; or any breach of contract or statutory duty or any
tortious act which could have any adverse impact on the Business and, or, could entitle any
Person, including a Third Party, to terminate any contract with the Company. No claim for
damages or compensation has been made by any Person against the Company.

4.11 The CN Holder hereby represents and warrants to the Company that:

4.11.1. such CN Holder has the full power and authority to enter into, execute and deliver this
Agreement and to perform its obligations and the transactions contemplated hereby;

4.11.2. if such CN Holder is not a natural Person then such Party is duly incorporated or
organised and validly existing under the Applicable Laws of the jurisdiction of its
incorporation or organization, having full power and authority to enter into and perform
its obligations under this Agreement; and

4.11.3. if such CN Holder is not a natural Person then the execution and delivery by such Party of
this Agreement and the performance by such Party of its obligations and the transactions
contemplated hereunder has been duly authorised by all necessary corporate or other
action of such Party.

4.11.4. this Agreement is made with the CN Holder in reliance upon the CN Holder’s
representation to the Company, which by the CN Holder’s execution of this Agreement,
the CN Holder hereby confirm, that the Securities to be acquired by the CN Holder as a
result of conversion of the Note will be acquired for investment for the CN Holder’s own
account. By executing this Agreement, the CN Holder further represent that the CN
Holder does not presently have any contract, undertaking, agreement or arrangement with
any Person to sell, transfer or grant participations to such Person or to any third Person,
with respect to any of the Securities or Note.

17
 4.11.5. the CN Holder is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Note and Securities upon conversion.

4 A PRE-EMPTIVE RIGHT

4A.1 Subject to Clause 2.7, in the event the Company proposes to issue any future Securities at
any time after the Current Round the Company shall be required to provide the CN Holder a
pre-emptive right of subscription to enable it to maintain its pro-rata shareholding in the
Company on an as if converted basis.

4A.2 The pre-emptive right shall be offered by the Company by issuing a written notice to the CN
Holder setting forth in detail the terms of the proposed issuance, including the proposed
issuance price, the date of closing of the proposed issuance and the number of Securities
proposed to be issued.

4A.3 If the CN Holder wishes to exercise its pre-emptive right, then within 14 days from the date
of receipt of the notice under Clause 4A.2, it shall pay for and subscribe to such number of
the new Securities as it wishes to subscribe to so as to maintain its pro rata shareholding in
the Company, as at the time immediately prior to the proposed issue and on the terms and
conditions set out in the notice under Clause 4A.2. Subject to the receipt of the payment
against exercise of the pre-emptive right by the CN Holder within the prescribed time
period, the Company shall issue and allot the new Securities to the CN Holder on the date of
closing of the issuance as stated in the notice, or any other date as mutually agreed upon by
the Company and the CN Holder. Provided however, if the CN Holder fails/declines to
make the payment within the time period specified hereinabove, the Company shall be
entitled to proceed with the issuance of the new Securities to any party as it deems fit.

4A.4 The provisions of this Clause, shall not apply to (i) any further issue of Securities by the
Company to the employees and Directors who are natural persons pursuant to ESOP ; (ii)
the issuance of Securities in relation to the Company’s other partnering arrangements
approved by the Board; (iii) pursuant to stock split or similar re-organisation; (iv) pursuant
to Securities issued or issuable upon conversion of any Securities; or (v) pursuant to an IPO.

4 B. MORE FAVOURABLE RIGHTS

In the event any Person subscribes to the Company's Securities on terms which are directly or
indirectly more favourable than those on which the CN Holder is subscribing to the Note,
then, provided the CN Holder’s Principal Amount is at least equal to such Person’s
investment amount or such Person’s shareholding in the Company on a Fully Diluted
Basis is less than or equal to the CN Holder’s then shareholding, the CN Holder shall be
entitled to such more favourable terms offered to such Person.

4 C TRANSFER RESTRICTIONS ON PROMOTERS

18
Without prejudice to Clause 12.3 of the Shareholders’ Agreement, the Promoters shall not
directly or indirectly, transfer any of their Securities or the legal or beneficial ownership
of any of their Securities or any of their rights or obligations under this Agreement, to any
Person prior to the conversion of the Note.

4 D INFORMATION RIGHTS

The Company shall, and the Promoters shall cause the Company to, furnish the below mentioned
information to the CN Holder:
4D.1.2. audited annual financial statements within 60 (Sixty) calendar days after the end of each
fiscal year;

4D.1.3. quarterly MIS within 30 (thirty) calendar days in a pre-determined format as mutually
decided by the Parties;

4D.1.4. any notice of any litigation or material adverse claims, disputes or other developments or
such further information relating any litigation or arbitration proceeding or claims,
disputes or suits relating to the Company; and

4D.1.5. such other information relating to the financial condition, business, prospects or affairs of
the Company as the CN Holder may from time to time reasonably request.

The CN Holder’s rights under this Clause 4D shall, subject to Clause 2.7.1, continue post
conversion, if any, of the Note.

4E CN HOLDER OBSERVER

The CN Holder shall be entitled to appoint an observer on the Board of the Company.
Such observer shall not have any voting rights in Board meetings of the Company.
However, the Company shall:

4E.1.1. Invite the observer to attend all Board meetings of the Company, committees and sub-
committees of the Board (as the case maybe);

4E.1.2. Send the notices, agenda, minutes and other materials for all Board meetings of the
Company, committees and sub-committees of the Board (as the case maybe) to the
observer;

4E.1.3. Invite the observer to take part in all discussions at Board Meetings of the Company,
committees and sub-committees of the Board (as the case maybe); and

19
4E.1.4. Provide all such documents pertaining to the Company and its affairs as may be
reasonably requested by the observer.

The CN Holder’s right to an observer on the Board shall, subject to Clause 2.7.1, continue
post conversion, if any, of the Note.

4 F TAG ALONG RIGHTS

Pursuant to conversion of the Note to Equity Shares, if the Promoter/s decide to sell any or all of
their Securities to a third party, then the CN Holder shall be entitled to Tag Along Right as
mentioned in the Shareholders’ Agreement pari passu with other Shareholders.

4G BUSINESS EXCLUSIVITY, NON-COMPETE AND NON-SOLICITATION

4G.1. Subject to the disclosures made by the Promoters, each Promoter shall devote all his/her
reasonable time, energy and efforts to the activities of the Company and the promotion of
the Business. The Promoters shall not involve with any organization in any capacity. The
Promoters shall not assist, advise or obtain any rights in any other business or commercial
venture without obtaining the prior approval of Qualified Investors (as defined in the
Shareholders’ Agreement). Provided however, Promoter(s) may make passive non-strategic
financial investments in listed companies in India engaged in same or similar line of
Business or otherwise, up to 5% (Five percent) of the total share capital of such entity.
Provided further that any rights or interests accruing to the Promoters from the business of
their HUF’s shall not be subject to the present Clause.

4G.2. The Promoters acknowledge that in the course of their association with the Company, from
time to time they are likely to obtain access to the trade secrets, confidential information
and/or intellectual property and other proprietary information of the Company or its
Affiliates and to have dealings with the customers, vendors, knowledge partners,
professional advisors, and suppliers of the Company. Therefore, the Parties hereby agree
that during the subsistence of this Agreement and for a period of 1 (One) year from
ceasing to be a Shareholder in the Company, the respective Promoter(s) shall not, in any
capacity, directly or indirectly, including as an employee, consultant, partner, shareholder,
except on behalf of the Company, during their respective employment with the Company
and for a period of 1 (One) years from the date of being relieved from the Company:

4G.2.1. set up or operate or service or own any business or other endeavor or engage in or conduct
or involve in/with any Person or acquire or have financial interest (as a shareholder or
otherwise) or participate in the financing, management or control of any firm, partnership,
corporation, or enter into any arrangement with any Person, which is engaged in same or
similar line of Business;

20
4G.2.2. solicit any client, customer, supplier or distributor of the Company; and

4G.2.3. engage as a promoter, solicit any Person, firm, corporation or other form of entity, who is
then, or at any time during the 1 (One) year period or any other period as mutually agreed
by the Parties prior to the date of the purported solicitation was, an employee of or
exclusive consultant to the Company, or otherwise persuade or attempt to persuade such
Person, firm, corporation or other form of entity to leave the employment / consultancy of
the Company.

4 H ANTI DISOLUTION

In case of grant of anti-dilution rights post conversion of Note, if for any reason, such
antidilution rights are not exercisable by CN Holder due to Applicable Law, the CN Holder
be entitled to exercise such rights through its Affiliate(s).

5. MISCELLANEOUS

5.1 Governing Law

This Agreement and the relationship among the Parties hereto shall be governed by, and
interpreted in accordance with, the laws of India without having regard to the conflict of
law’s provisions thereunder. The courts of New Delhi, India shall have exclusive
jurisdiction over all matters arising pursuant to this Agreement.

5.2 Dispute Resolution

5.2.1. If any dispute arises between the Parties during the subsistence of this Agreement or
thereafter, in connection with the validity, interpretation, implementation or alleged
breach of any provision of this Agreement or regarding a question, including the question
as to whether the termination of this Agreement by one Party hereto has been legitimate
(“Dispute”), the disputing Parties hereto shall endeavour to settle such Dispute amicably.
The attempt to bring about an amicable settlement shall be considered to have failed if not
resolved within 60 (sixty) days from the date of the Dispute.

5.2.2. If the Parties are unable to amicably settle the Dispute in accordance with Clause 5.2.1
within the period specified therein, any Party to the Dispute shall be entitled to serve a
notice invoking this Clause 5.2.2. The disputing Parties shall resolve the Dispute in
accordance with the Arbitration and Conciliation Act, 1996 and the rules made thereunder
as may be amended, modified, supplemented or re-enacted thereof from time to time (the
“Arbitration Act”) by appointing 3 (three) arbitrators. The disputing Parties to the
Dispute shall appoint 1 (one) arbitrator each. The 2 (two) arbitrators, so appointed, shall
appoint a 3rd (third) arbitrator. The arbitration proceedings shall be held in accordance

21
 with the rules laid down by the Arbitration Act and the seat and place/venue of arbitration
shall be New Delhi, India. The arbitration proceedings shall be conducted in the English
language.

5.2.3. The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also
decide on the costs of the arbitration proceedings. In case the arbitrators have not decided
on the costs of the arbitration proceedings, each Party shall bear their own costs and
expenses, in relation to the arbitration proceedings subject to Applicable Law.

5.2.4. The award shall be binding on the Parties, subject to the Applicable Laws in force, and the
award shall be enforceable in any competent court of law.

5.2.5. The provisions of this Clause shall survive the termination of this Agreement.

5.3 Confidentiality

5.3.1. Each Party shall keep all information relating to each other Party, information relating to
the transactions herein and this Agreement (collectively referred to as the “Information”)
confidential; provided however, that nothing in this Agreement shall restrict any of the
Parties from disclosing any information as may be required under Law, subject to
providing a prior written notice of 7 (seven) days to the other Parties, wherever
reasonable.

5.3.2. Nothing in this Clause 5.3 shall:

5.3.2.1. apply to Information, to the extent that such Information: (i) is in the public domain; or
(ii) was in prior possession of the receiving Party; or (iii) is independently developed by
the receiving Party, other than by breach of this Agreement; and

5.3.2.2. restrict a Party from disclosing Information on a need to know basis to its employees,
directors or professional advisors, who shall treat such Information as confidential.

5.3.2.3. any public release or announcement (including any press release, conference,
advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public) including any information required under
Applicable Law or by any Governmental Authority containing references to the CN
Holder or the money infused shall be made by the mutual agreement of the Parties i.e.
with consent of the Promoters of the Company and the CN Holder.

5.4 Indemnification

22
5.4.1. The Company and the Promoters shall jointly and severally indemnify, defend and hold
harmless the CN Holder and its Affiliates, and their directors, officers, representatives,
employees and agents (collectively, the “Indemnified Persons”) from and against any
and all Claims incurred by the Indemnified Persons, arising directly from, or in
connection with or relating to:

5.4.1.1. any falsity, incompleteness, default, breach or inaccuracy of any of the Warranties;

5.4.1.2. any non-performance, default or breach by the Company and the Promoters of any of
their respective covenants and obligations under the CN Documents; or

5.4.1.3. any acts or deeds, including for any non-compliance or violation, of any applicable Law,
rules, regulations, or for fraud, gross negligence or wilful misconduct;

5.4.2. The Company shall not invoke the Indemnified Persons' knowledge (actual, constructive or
imputed) of a fact or circumstance that might make a statement untrue, inaccurate,
incomplete or misleading as a defence to a Claim for breach of the Warranties.

5.5 Termination
5.5.1. This Agreement may be terminated:
5.5.1.1. upon mutual written agreement of the CN Holder, Promoters and Company;
5.5.1.2. before Closing by the CN Holder on occurrence of a Material Adverse Effect;
5.5.1.3. after Closing by the CN Holder upon occurrence of an Event of Default;
5.5.1.4. after Closing by the CN Holder upon occurrence of Change in Control;
5.5.1.5. after the Closing, with respect to the CN Holder, if such CN Holder ceases to hold a
Note, provided that such cessation of the Note is affected in accordance with the terms of
this Agreement.
5.5.2. Notwithstanding anything contained in Clause 5.5.1 herein above, the CN Holder shall be
entitled to all the rights and remedies which are available under Law, equity or otherwise.
5.5.3. All rights and obligations of the Parties under the CN Documents shall cease immediately
upon termination, but termination shall not affect a Party’s accrued rights and obligations
as on the date of termination, including, any rights of indemnification hereunder.
Termination of this Agreement in any manner whatsoever shall be without prejudice to
the rights of any Party in connection with acts or matters or things done, committed,
omitted, or suffered by any Party prior to the date of such termination.

5.5.4. Any provisions of this Agreement, which by their nature are meant to survive the
termination of this Agreement or are specified as such, shall continue to be binding,
notwithstanding such termination.

23
5.6 Notices

5.6.1. Notices, demands or other communication required or permitted to be given or made under
this Agreement shall be in writing and delivered personally or sent by prepaid post with
recorded delivery, or by email addressed to the intended recipient at its address set forth
in Schedule 1 and Schedule 2 or to such other address or email address as a Party may
from time to time duly notify to the others.

5.6.2. Any such notice, demand or communication shall, unless the contrary is proved, be
deemed to have been duly served at the time of delivery in the case of service by delivery
in person or by post, and on receipt of transmission in the case of service by email.

5.7 Terms of this Agreement to prevail over the Articles of Association: The Parties
hereby agree that in the event of any inconsistency between the Articles of Association of
the Company with the provisions of this Agreement, the provisions of this Agreement
shall prevail. Further, the Parties shall do all such things that are required to be done
including by way of voting in such manner or providing their consent for amending the
provisions of the Articles of Association of the Company for the purpose of making such
provisions consistent with the terms of this Agreement.

5.8 Independent Contractors: The Parties are independent contracting parties and will have
no power or authority to assume or create any obligation or responsibility on behalf of
each other. This Agreement will not be construed to create or imply any partnership,
agency or joint venture, or employer-employee relationship.

5.9 Successors and Assigns: The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the Parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the Parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.

5.10 Amendments: The Agreement may be amended with the written consent of all Parties.
Such amendment or waiver shall be binding on the Parties and the Parties agree to do all
things necessary to give effect to such amendment including but not limited to executing
an amendment deed or executing a waiver letter, as the case may be.

5.11 Waiver: Failure of a Party to require performance of any provision of this Agreement shall
not affect such Party's right to full performance thereof at any time thereafter, and any
waiver by a Party of a breach of any provision hereof shall not constitute a waiver of a
similar breach in the future or of any other breach. No waiver shall be effective unless in
writing and duly executed by the concerned Party.

24
5.12 Severability: If any provision of this Agreement is held to be invalid, illegal or
unenforceable, such provision will be struck from the Agreement and the remaining
provisions of this Agreement shall remain in full force and effect. Further, the parties
shall endeavour to replace such provision with a valid, legally enforceable provision that
reflects the original intent of the Parties.

5.1 Complete Agreement: The CN Documents (together with the schedules attached thereto
and forming an integral part thereof) constitutes the full and entire understanding and
agreement among the Parties relating to the subject matter hereof which, for the
avoidance of doubt, supersedes and replaces any pre-existing or all prior agreements,
understandings or arrangements among the Parties (whether oral or written) relating to
the subject matter herein, Execution of this Agreement by each Party shall be a deemed
confirmation by the respective Party of the commercial understanding under this
Agreement, therefore, each Party shall use its best endeavours to avoid any dispute with
respect to the validity and interpretation of the terms of this Agreement.

5.14 Expenses: The Company shall bear all fees and expenses relating to the (i) the
preparation and execution of this Agreement and (ii) stamp duty and other statutory
charges in relation to the CN Documents. The Company shall also pay an amount of Rs
1,00,000/- (Rupees One Lakh only) towards compliance expenses incurred by the CN
Holder for the purpose of this Agreement.

5.15 Counterparts: The Agreement may be executed and delivered in any number of
counterparts each of which shall be an original but all of which together shall constitute
one and the same instrument and any Party may execute this Agreement by signing any
one or more of such originals or counterparts. The delivery of signed counterparts by
electronic mail in “portable document format” (PDF) shall be as effective as signing and
delivering the counterpart in person.

5.16 Change in Applicable Law: In case of any change in Applicable Law that has an effect
on the terms of this Agreement, the Parties agree that the Agreement would be reviewed,
and if deemed necessary by the Parties, amended or renegotiated in good faith so as to
reflect the commercial understanding between the Parties.

5.17 Loss of Note: Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of the Note or any Note exchanged for it, and indemnity
satisfactory to the Company (in case of loss, theft or destruction) or surrender and
cancellation of such Note (in case of mutilation), the Company will make and deliver to
CN Note in lieu of such Note a new Note of like tenor. Any expenses towards the new
Note shall be borne by the CN Holder.

25
 IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this
Agreement as of the day, month and year above first written.

For and on behalf of Clean Nutrition Private Limited

Signature (Authorised Signatory)

Promoters:

Name :

Signature

Name :

Signature

Name :

Signature

26
CN HOLDER

NAME:

SIGNATURE:

SCHEDULE I

PART A
DETAILS OF THE COMPANY

Name of theAddress Email address and Phone Number

Company
Clean Nutrition Private E 23 POORVI MARG
Limited THIRD FLOOR,
VASANT VIHAR
DELHI, New Delhi,
New Delhi, New
Delhi, Delhi, India,
110057

PART B

27
 DETAILS OF THE PROMOTERS

Promoter Name of the Address Email address and Phone

Promoter Number
Promoter 1 RAJ SARAOGI E – 23, Poorvi Marg,
Vasant Vihar, Kusum
Pur, South West Delhi
- 110057
Promoter 2 SONALI
SARAOGI SINGH
Promoter 3 REECHA SINGH

SCHEDULE 2
DETAILS OF CN HOLDER

CN Holder Email ID Address

RAGHAV

SCHEDULE 4

PRINCIPAL AMOUNT
Name of CN Holder Principal Amount (INR)

RAGHAV

Total

28
 SCHEDULE 3

FORM OF NOTE

CONVERTIBLE NOTE

Date: [●]

For value received amounting to INR [●] ([●]), the Company promises to pay to [●] (the
“CN Holder”), the principal sum of INR [●] ([●]). Interest shall accrue monthly from
the date of this Note on the unpaid Principal Amount at a rate equal to 0.01% per annum
(simple interest).

This Note is subject to the following terms and conditions. Terms used but not defined
herein shall have the meanings given to them in the Agreement.

1. Maturity: Unless earlier converted in accordance with the terms of this Note,
the Note shall be due and payable on the Maturity Date. Subject to Clause 2
below, interest shall accrue on this Note as mentioned in the Agreement but shall
not be due and payable until the Maturity Date.

2. Events of Default: Each of the following shall constitute an “Event of Default”

in which case, the entire unpaid Principal Amount of this Note, together with all
accrued and unpaid interest on such Principal Amount shall become and be
immediately due and payable upon written demand of the CN Holder, except
when such Event of Default has been caused or is a result of a Force Majeure
Event. Provided that a Force Majeure Event continuing for a continuous period

29
 of 90 (ninety) days shall also give a right to the CN Holder to invoke an Event of
Default:

a) Company's failure to pay when any Principal Amount and/or any interest
payment pursuant to the terms of the Note is due and such payment is not
made within 5 (five) days of such due date;

b) Company’s failure to comply with any of the terms or covenants of the

Note or the Agreement and such non-compliance continues for 15 (Fifteen)
days after receipt of written notice from the CN Holder; or

c) commencement of any proceedings for the voluntary winding up of the

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

3. Mandatory Conversion
a) Subject to Applicable Law, in case of closing of the Company’s next
financing transaction where the Company raises, in a single transaction or
series of connected transaction, at least USD 5 Million through issuance of
equity or equity-linked instruments at a fixed valuation on or before the
Maturity Date (a “Qualified Financing”), the Principal Amount and
accrued interest under the Note shall automatically convert into a class or
series of Equity shares substantially identical to that issued in such
Qualified Financing and on same rights (including but not limited to pre-
emptive rights, tag along rights, information rights, exit rights and
liquidation preference), as such transaction, unless otherwise agreed by the
CN Holder, but at a price per share equal to the lower of (“Conversion
Price”) (i) 80% of the price per share (i.e., 20% discount) in the Qualified
Financing (“Discount”) or (ii) at a price per share implied by a USD 40
million pre-money valuation (“Valuation Cap”) of the Company. Further,
in case the Qualified Financing does not take place, the CN Holder shall
mandatorily, on the Maturity Date, convert the Principal Amount and
accrued interest under its Note into a class or series of Equity Shares on
same rights (including but not limited to pre-emptive rights, tag along
rights, information rights, exit rights and liquidation preference), as the
Qualified Investors under Shareholders’ Agreement, unless otherwise
agreed by the CN Holder, and at a pre- money valuation of USD 15 million
(“Floor Value”).

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 b) No fractional Equity Shares shall be issued upon conversion of Note. If
the computation of the number of Equity Shares to be issued upon
conversion, results in a fraction, then the number of Equity Shares shall
be rounded down to the nearest whole number and the Company shall, in
lieu of extinguishment of such fractional share, pay the CN Holder a sum
equal to the product resulting from multiplying such fraction by the price
per Equity Share at which the Note is converted. Whether or not
fractional shares would be issuable upon such conversion shall be
determined on the basis of the Note held by each CN Holder at the time
of converting into Equity Shares and the aggregate number of Equity
Shares issuable upon such conversion.

4. Event of a Change in Control: In the event of a Change in Control of the

Company, including but not limited to a merger or an acquisition, the CN
Holder, may, either elect to:

a) have the Principal Amount and all accrued but unpaid interest repaid by
the Company in cash, if not already converted into Equity Shares as per
Clause 3; or

b) convert the Principal Amount and all accrued but unpaid interest into a
class or series of Equity Shares having substantially the same rights as the
most senior class of Securities of the Company outstanding immediately
prior to the closing of such transaction at the Floor Value.

The Company shall, at all times, give at least 20 (twenty) days written notice to
the CN Holder of the closing of such Change in Control transaction, unless such
notice period is waived in writing by the CN Holder.

5. Liquidity Event

Upon occurrence of a Liquidity Event (as defined under the Shareholders’

Agreement) any time prior to conversion of the Note, the CN Holder shall be
entitled to:
(a) demand repayment of the Principal Amount together with interest accrued but
not paid till such date; or
(b) require conversion of the Note at the Floor Value and be entitled to receive its
Liquidation Preference Amount (as defined under the Shareholders’ Agreement) in
preference to the other Shareholders of the Company.

6. Mechanics and Effect of Conversion: Upon conversion of this Note pursuant to

Clause 3 and/or Clause 4(b) or Clause 5, the CN Holder shall surrender this Note,

31
 duly endorsed, at the principal office of the Company. At its expense, the Company
will, as soon as practicable thereafter, issue and deliver to such CN Holder, a
certificate or certificates for the number of Equity Shares to which such CN Holder is
entitled upon such conversion, together with any other Securities and property to
which the Holder is entitled upon such conversion under the terms of this Note,
including a cheque payable to the CN Holder for any cash amounts payable as
described herein. Upon conversion of this Note, the Company will be forever released
from all of its obligations and liabilities under this Note with regard to that portion of
the Principal Amount and accrued interest being converted including, without
limitation, the obligation to pay such portion of the Principal Amount and accrued
interest.

7. Payment and Prepayment: All payments shall be made vide cheque in favour of
the CN Holder in INR at such place as the CN Holder hereof may from time to time
designate in writing to the Company. Payment shall be credited first to the accrued
interest then due and payable and the remainder applied to the Principal Amount due
under this Note. Prepayment of this Note shall not be allowed without the prior
written consent of the CN Holder.

8. Remaining provisions of the Agreement shall mutus mutandi apply to this Note.

For and on behalf of CLEAN NUTRITION PRIVATE LIMITED

Name :
______________________

(Authorised Signatory)

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 SCHEDULE 5

SHAREHOLDING PATTERN

SHAREHOLDING PATTERN OF THE COMPANY ON A FULLY DILUTED BASIS

AS
ON EXECUTION DATE

Name of the Number Subscription Number Number of Total Shareholdi

Shareholder Of Equity Securities of Equity Equity Number ng
Shares (CCCPS) Shares Shares of Percentage
against against Securities on a fully
Warrants Convertible diluted
Notes basis

33
 SCHEDULE 6
DICLOUSDISCLOSURE LETTER

This disclosure letter (“Disclosure Letter”) is furnished by the Company and the Promoters
to CN Holder pursuant to and as a part of the Agreement with respect to their respective
warranties. This Disclosure Letter sets out the disclosures made by the Company and the
Promoters against their respective warranties contained in the Agreement and accordingly, the
matters disclosed in this Disclosure Letter shall be qualifications or exceptions to such
warranties contained in the Agreement.

1. Unless the context otherwise requires, words and expressions used in this Disclosure
Letter shall have the same meanings ascribed to them in the Agreement.

2. The information, disclosures and statements fairly disclosed in the Disclosure Letter
with specific reference to a representation or warranty contained in this Agreement
against which it is meant to operate as a disclosure shall in all instances operate as
exceptions and qualifications only to that relevant specific representation or warranty.

3. The Company and the Promoters shall not be in breach of any of the warranties
contained in the Agreement and/or any other applicable provisions of the Agreement
with respect to any of the matters disclosed in this Disclosure Letter.

4. The disclosure of any matter hereby shall not imply any representation, warranty,
undertaking, assurance, covenant, indemnity, guarantee or other commitment of any
nature whatsoever not expressly given in the Agreement nor shall such disclosure by
itself be taken as extending the scope of the warranties and/or any other applicable
provisions of the Agreement.

5. Where any conflict arises between the contents of any document or other information
provided to CN Holder or its advisors by or on behalf of the Company and the
Promoters (including without limitation any document referred to in this Disclosure
Letter and the matters disclosed in this Disclosure Letter), the matters disclosed in this
Disclosure Letter shall prevail, unless expressly stated otherwise herein.

34
6. Subject to Applicable Law, this information is disclosed in confidence for the purpose
contemplated in the Agreement and is subject to the confidentiality provisions
contained in the Agreement.

7. The information contained in this Disclosure Letter is disclosed solely for the
purposes of the Agreement, and no information contained herein shall be deemed to
be an admission by any party hereto to any third party of any matter whatsoever
(including, without limitation, any violation of Applicable Law or breach of contract).

8. The Schedule hereto forms an integral part of the Agreement.

9. The following matters are disclosed:

Sl. Clause Number Disclosure

of
Representation
/ Warranty
1.

35