TEAM 1- VRANDA AGARWAL, SHRUTI GUPTA, SOUMYA VERMA, SRIJAN MISHRA, NISHI

BHAMKAR

COMPOSITION DEED WITH CREDITORS

This Deed of Composition is made on the 24th day of February 2022.

BETWEEN

Sh. Rakesh Kadam, S/o Sh. Ramesh Kadam, R/o 6 New Market, New Delhi, founder of
“SleepWell” (hereinafter called "the Debtor" which expression shall unless contrary to the
context include his successors, legal representative and assigns) of the first part;

AND

Bajaj Finances, having its registered office at, 20 Nariman Point, Mumbai and Kohinoor
Finance, having its registered office at 109 Victoria Castle, Kolkata (hereinafter called "the
creditors " which expression shall unless contrary to the context include his successors, legal
representative and assigns) of the second part;

WHEREAS,

1. The Debtor, “SleepWell” founded by Shri Rakesh Kadam, with its only registered office at
New Delhi, is indebted to the Creditors for amount of 25 Crore to Bajaj Finance and 35 Crore to
Kohinoor Finance Limited.

2. In order to expand operations, the company borrowed the said sum at the rate of 9% per
annum payable after 4 years and at 10% per annum payable at the end of 5 years, respectively.
The deadline for repayment of loans from both the institutions was December, 2021.
3. The Debtor is unable to pay the Creditors their debts in full due to restrictions placed in the
wake of the second wave of COVID- 19 pandemic. The creditors saw ‘SleepWell’ as an
emerging company with huge growth potential, hence, they agreed to extend the timeline and
relax the interest rate on repayment in consideration of equity shares. Such repayment by the
debtor shall be in full discharge of its respective debts and claims against the creditor.

4. The Creditors have agreed to accept the offer of the Debtor and to take the said composition in
fully discharging to their concerned debts and in consideration thereof, to grant to the Debtor the
release hereinafter contained.

Now this deed witnesses as follows:

1. The Debtor hereby agrees with the Creditors that the Debtor shall transfer 2.5% of total equity
to both the creditors. Further, the loan amount of Rs. 25 Crore to Bajaj Finance and of 35 Crore
to Kohinoor Finance Limited has to be repaid at the revised rate of 4.5% by February, 2028.

2. In pursuing further pursuance the said agreement and in consideration of the premises the
Creditors hereby jointly and severally release and discharge Debtor, from all debts owed by him
to the Creditors.

3. The Creditors further discharge and release the Debtor from all actions, claims or demands or
any of them against the Debtor in concerning the debt as owned.

4. In case the Debtor is adjudicated insolvent prior payment of the whole of the said sum, in that
case the revised agreement shall cease to exist and the release of the said debts hereinbefore
contained shall be declared null and void and ineffective. In this eventuality the Creditors and
each of them shall be free to exercise all such rights and remedies they would have been entitled
to, had this deed not been executed.
5. If any controversies shall emerge concerning any matter or things done under the foregoing
enactments or otherwise in this deed the same shall, if the parties do not agree, be referred to the
arbitration seated at New Delhi. The decision of the arbitrator shall be conclusive and bind the
parties.

In Witness Whereof, the parties to this deed have signed on the day and year above mentioned.

Mr. Rakesh Kadam

Founder, SleepWell

Ms. Anushree Chourasia

Managing Director, Bajaj Finance

Mr. Ritik Nandan

Managing Director, Kohinoor Finance Limited

IN WITNESS THEREOF,

1. Saket Rao

2. Amit Chahal