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CONVERTIBLE NOTE AGREEMENT

DATED OCTOBER 05, 2022

AMONGST

ACCELERATE PRODUCTX VENTURES PRIVATE LIMITED

(“Company”)

AND

PERSONS AS DETAILED IN SCHEDULE 1B (“Promoters”)

AND

PERSONS AS DETAILED IN SCHEDULE 2 (“CN Holder”)

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 CONVERTIBLE NOTE AGREEMENT

This convertible note agreement (this “Agreement”) is executed on October 05, 2022
(the “Effective Date”) in New Delhi, by and amongst:

ACCELERATE PRODUCTX VENTURES PRIVATE LIMITED, a private limited

company, incorporated in India under the Companies Act, 2013 bearing
CIN:U74999DL2019PTC346742, and having its registered office at C-39 East Of
Kailash, New Delhi 110065, 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 inter-alia in the business of (i) development of software

and hardware for inventory management, point of sale, automation, vendor
management and ecommerce mobile applications; (ii) sourcing products from
vendors and selling them to third parties and/or subsidiaries; and (iii) investing in
start-ups (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.

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 C. The Company is raising investments up to INR 25,00,00,000/- (Rupees Twenty
Five Crores only) from one or more additional investors against issuance of
convertible notes on the same/similar terms and conditions as those set out herein
(“Current Round”) with a minimum raise of Rs 20,00,00,000/- (Rupees Twenty
Crores 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,
inaddition 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

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 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 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 cummulative 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;

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(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;

(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 Accelerate Productx Ventures Private

Name: Limited
Bank: Kotak Mahindra Bank
Account: 3813133422
IFSC: KKBK0000173
Branch New Delhi – Greater Kailash 2
SWIFT Code: KKBKINBB

(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) “FEMA” shall mean The Foreign Exchange Management Act, 1999;

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

(z) “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;

(aa) “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.

(bb) “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;

(cc) “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;

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

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

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

(gg) “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)

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 the validity, legality or enforceability of the rights or remedies of the CN Holder
under this Agreement;

(hh) “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

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

(jj) “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;

(kk) “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;

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

(mm) “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;

(nn) “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;

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

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(pp) “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);

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

(rr) “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;

(ss) “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);

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

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

(vv) “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

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 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

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 October 12, 2022 (“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;

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 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.

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.

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

2.4.3. The Company shall, if required under Law, have carried out the necessary
reporting under Form CN as per FEMA, if applicable, within 30 days from the
issuance of the Note to CN Holder and provided an acknowledgement and a copy
of the Form CN to the CN Holder.

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 0.01% 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

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 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.

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
electto:

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:

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 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 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.

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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.

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.

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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.

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.

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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.

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
nonsolicitation 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

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 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

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

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 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.

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

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 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.

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.

4A 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 (defined as 25 crores), 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.

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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.

4B 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 atleast
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.
4C TRANSFER RESTRICTIONS ON PROMOTERS

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.

4D INFORMATION RIGHTS

The Company shall, and the Promoters shall cause the Company to, furnish the
below mentioned information to the CN Holder:

4D.1.1. quarterly (un-audited) financial statements within 45 (forty-five) calendar

days from the end of the preceding quarter;
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.

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 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

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.

4F TAG ALONG RIGHTS

4F.1. 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

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 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;

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.

4H ANTI DILUTION

4G.1 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

5.1.1. 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.

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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 3 rd (third) arbitrator.
The arbitration proceedings shall be held in accordance 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:

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 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

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;

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 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.

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

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 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.

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.

5.13 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

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 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.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES

FOLLOW

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 Accelerate Productx Ventures Private Limited

Signature (Authorised Signatory)

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 Promoters:

Name : Charak Almast

Signature

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 Name : Mani Dev Gyawali

Signature

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 Name : Aastha Almast

Signatur
e CN
Holder:

Name: Yuj Kutumb Pte. Ltd.

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 _____________________

Signature Rohit Khandelwal (Authorized Signatory) SCHEDULE I

PART A
DETAILS OF THE COMPANY

Name of the Address Email address and

Compan Phone Number
y
Accelerate Productx C 39, East of Kailash, aastha@thenewshop.
Ventures Private New Delhi, 110065, India in; +91 8447828078
Limited

PART B
DETAILS OF THE PROMOTERS

Promote Name of the Address Email address and

r Promoter Phone Number
Promoter Aastha Almast C 39, East of Kailash, aastha@thenewshop.in
1 New Delhi, 110065, ; +91 8447828078
India
Promoter Charak Almast C 39, East of Kailash, charak@thenewshop.in
2 New Delhi, 110065, ; +91 9650857683
India
Promoter Mani Dev Gyawali C 39, East of Kailash, mani@thenewshop.in ;
3 New Delhi, 110065, +919711995488
India

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 SCHEDULE 2

DETAILS OF CN HOLDER

CN Holder Email ID Address

rk@xandergroup.com ,
Yuj Kutumb Pte. #16-03 Tower 2, Marina Bay
ta@xandergro
Ltd. Financial Centre, 10 Marina
up.com ,
operations@xandergroup.co Boulevard, Singapore 018983
m

SCHEDULE 3

FORM OF NOTE

CONVERTIBLE NOTE

Date: [●]

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 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 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

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 (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”).

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.

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 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, 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 mutatis mutandis apply to this

Note.

For and on behalf of CLEAN NUTRITION Private Limited

Name :

(Authorised Signatory)

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 SCHEDULE 4

PRINCIPAL AMOUNT
Name of CN Holder Principal Amount (INR)

Yuj Kutumb Pte. Ltd. 4,50,00,000

Total 4,50,00,000

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 Page 37 of 39

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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
Charak 5901 5901 14.82%
Almast
Mani Dev 5901 5901 14.82%
Gyawali
Aastha 5901 5901 14.82%
Almast
Haresh Mehta 1690 1690 4.24%
Mahavir 551 551 1.38%
Investment
LLC
KBHS LLC 512 512 1.29%
Rathin Lahiri 720 720 1.81%

LV Angel 1067 1067 2.68%

Fund through
its trustee
Milestone
Trusteeship
Services
Private
Limited
AL Trust 739 670 1409 3.54%
acting through
its trustee
Vistra ITCL
(India)
Limited
Ruchika 156 156 0.39%
Agarwal
Kajal 156 156 0.39%
Kejriwal

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Amit 78 78 0.20%
Dhanuka
Sameer Walia 62 62 0.16%
Sarcha 76 312 388 0.97%
Investments
and
Consulting
Anthill Early 1058 716 1774 4.46%
Stage Fund -1
Xpanse 298 298 0.75%
Services LLP
Anica 177 177 0.44%
Kochhar
Pravan 461 1402 1863 4.68%
Holdings LLP
Abhijeet Pai 901 901 2.26%
Innopark 1362 1402 2764 6.94%
(India) Pvt
Ltd
Anthill Angel 480 108 588 1.48%
Funds
Dr Vaibhav 76 76 0.19%
Adhlakha
Ankur Narang 76 76 0.19%
Vineet Kumar 92 92 0.23%
Singhal
Santosh 76 30 106 0.27%
Chandra
Kushal Jayesh 76 30 106 0.27%
Khandwala
Yogesh 92 92 0.23%
Tewari
Kan 76 76 0.19%
Consulting
Riseoo Global 1442 472 1914 4.81%
Marketing
Ravi 40 40 0.10%
Toshnival
Rohit Raj 76 76 0.19%

TNS 76 76 0.19%

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 Investment
Jatin 138 138 0.35%
Sahrawat
ESOP Trust 3604 3604 9.05%
(Founder
Shares)
Ubiquity 771 77 0.19%
Ventures
Amit 30 30 0.08%
Chaudhary
FAAD 15 15 0.04%
Network
Private
Limited
Lalit 36 36 0.09%
Chamalal
Agarwal
Shish Ram 30 30 0.08%
Kharesiya
Apurva 121 121 0.30%
Salarpuria
Nikhil 121 121 0.30%
Jaisinghani

1
77 warrants issued to Ubiquity Ventures at INR 6,431.21 per share in Nov 2020. Warrants
to be exercised by Nov 2028.
Good Game 60 60 0.15%
Investments
Total 32092 6644 77 10061 39819 100.00%

1 Assuming convertible note will convert at the cap valuation of INR 318,60,00,000 i.e. INR 82,085.90 per share.

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 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.

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).

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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. Clause 4.3.3 The Company has following voting or ownership
interest in other Persons, namely, 100% (including
through nominee) equity shareholding in New Shop
Cstore Network Private

Limited and 51% equity shareholding in Blends Fruit

Snacks Pvt Ltd.
2. Clause 4.3.2 and The Company has secured (i) a debt of Rs
4.4.2 1,32,50,000/- (One Crore Thirty Two Lakh Fifty
Thousand) from various Persons facilitated through
Klub Works Private Limited by issuance of non
convertible debentures, (ii) a debt of Rs 50,00,000/-
(Fifty Lakh) from various Persons facilitated through
Klub Works Private Limited by issuance of non
convertible debentures, (iii) a debt of Rs 1,03,00,000/-
(One Crore Three Lakh) from various Persons
facilitated through Klub Works Private Limited by
issuance of non convertible debentures, and (iv) a debt
of Rs 2,00,00,000 (Two Crore) in the nature of a short
term loan from Oxyzo Financial Services Private
Limited through Klub Works Private Limited. The
Company also has borrowings in the nature of
convertible notes as reflected in Schedule 5 to the
Agreement.

3. Clause 4.5.2(i) The Company has entered into a Shareholders’ and

Share Subscription Agreement dated 30.10.2020 along
with an amendment agreement dated 21.11.2020, the
Charter Documents and convertible note agreements
with various Persons.

4. Clause 4.5.2(iv) The Company has entered into multiple revenue

sharing agreements with third parties for the purpose of
securing funds in the ordinary course of business
including but not limited to those mentioned in
paragraph 8 (2) (i) to (iii) of this Schedule.

5. Clause 4.5.2(v) The Company has entered into multiple agreements

with third parties including but not limited to

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 consultancy agreements and license agreements in the
ordinary course of business whereby third parties have
been given the right to use assets of the Company
including but not limited to Intellectual Properties.

6. Clause 4.5.5(ii) The Company acts as a distributor of goods for several

Persons.

7. Clause 4.7.1 The Company has entered into a lease agreement for
using premise numbered as C-39 East of Kailash, New
Delhi 110065 with Sushrut Almast. Mr. Akshay
Bhushan has been appointed as one of the trustees of
Company’s ESOP trust.

8. Clause 4.8.2 The Company has offered and/or granted employee

stock options to several of its employees which shall be
settled, where required, by the ESOP trust of the
Company.

9. Clause 4.9.1 and The Company has registrations and pending

4.9.2 applications for its trademarks. The Company has
registrations for the trademark THE NEW SHOP
(Device) under Class 35 under registration number
4490701 and 4490702. The Company also has,
amongst others, pending applications for registration
of the trademark THE NEW SHOP ANYTHING
ANYTIME ANYWHERE under Class 35 being
application numbers 5177153 and 5177154; pending
applications for registration of the trademark THE NEW
SHOP under Class 39 being application numbers
5502578 and 5502579; pending applications for
registration of the trademark THE NEW SHOP under
Class 42 being application numbers 5502572 and
5502574; pending applications for registration of the
trademark THE NEW SHOP under Class 30 being
application numbers 5502571 and 5502573; pending
applications for registration of the trademark THE NEW
SHOP under Class 7 being application numbers
5510147 and 5510148; pending applications for
registration of the trademark THE NEW SHOP under
Class 9 being application numbers 5508314 and
5508315. There are also other pending applications for
the marks TAKEOUT CAFÉ, URBAN
TAPRI, BLENDS FUSIONS SNACKS and TNS
EXPRESS.

The Company’s Intellectual Properties are reasonably

exclusive to the Company and does not infringe and/or

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 breach or affect the intellectual property rights of any
third party within the territory of India, but not
necessarily in other jurisdictions.

10. Clause 4.9.3 The Company is in the process of objecting

to/challenging the use of the trademark NUSHOP by
Blitzscale Technology Solutions Private Limited.

1. Clause 4.10.2 The Company has been served with notices and/or has
ongoing court actions under Legal Metrology Act, 2009,
State specific municipal laws and labour laws.

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11:37:22 Viewed by Charak Almast
UTC (charak@thenewshop.in)
IP: 47.31.133.193
10 / 05 / 11:52:54 UTC Signed by Mani Dev Gyawali
2022 (mani@thenewshop.in)
IP: 27.34.13.116

10 / 05 / 2022 Signed by Charak Almast (charak@thenewshop.in)

11:38:03 UTC IP: 47.31.133.193

10 / 05 / 2022 Viewed by Mani Dev Gyawali (mani@thenewshop.in)

11:52:30 UTC IP: 27.34.13.116