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Annexure Board Resolution PDF
Annexure Board Resolution PDF
“RESOLVED that pursuant to the provisions of Sections 42, 55 and 62 (1)(c) and all other applicable provisions,
if any, of the Companies Act, 2013 (“the Act") read with Rule 9 and Rule 13 of the Companies (Share Capital
and Debentures) Rules, 2014, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
any other rules as may be applicable (including any statutory amendments or modifications or re-enactments
thereof, for the time being in force), the Foreign Exchange Management Act, 1999 (including any statutory
amendments or modifications or re-enactments thereof, for the time being in force) read with the Foreign Exchange
Management (Non Debt Instruments) Rules, 2019, as amended from time to time (“FEMA”) and enabling
provisions in the Memorandum of Association and Articles of Association of the Company and subject to the
approval of the members of the Company and such other approval, consent, permission, and/ or sanction of any
other authorities/ institutions and subject to such conditions as may be prescribed by any of them while granting
any such approval, consent, permission and sanction, the consent of the Board of the Company be and is hereby
given for issuing up to 28,002 (Twenty Eight Thousand and Two) Series A Compulsorily Convertible Preference
Shares (“Series A CCPS”) of Re.1/- (Rupee One) each and 5,958 (Five Thousand Nine Hundred and Fifty Eight)
Series A1 Compulsorily Convertible Preference Shares (“Series A1 CCPS”) of Re.1/- (Rupee One) each (Series
A CCPS and Series A1 CCPS shall be collectively referred to as “CCPS”) at an issue price of Rs. 24,842.12
(Rupees Twenty Four Thousand Eight Hundred Forty Two and Twelve Paise) per CCPS including a premium of
Rs. 24,841.12 (Rupees Twenty Four Thousand Eight Hundred Forty One and Twelve Paise) per CCPS for
consideration in cash on the terms provided as set out in: (i) Annexure A, for the Series A CCPS; and (ii)
Annexure B, for the Series A1 CCPS, on a preferential basis in one or more tranches to the following persons:
Sl. Name of the Proposed Address of the Proposed No. of CCPS CCPS Series
No. Allottee Allottee
1 Ankit Nagori Flat No. D 1205, St Johns 4,428 Series A CCPS
Wood Apartments, Taverekere
Main Road, Bangalore –
560029, Karnataka, India
2 Iron Pillar PCC C/o. Apex Fund & Corporate 14,894 Series A CCPS
Services (Mauritius) Ltd, Lot
15 A3, 1st Floor
Cybercity, Ebene 72201,
Mauritius
3 Global eCommerce C/o. IQ EQ Corporate Services 2,979 Series A CCPS
Consolidation Fund, L.P. (Cayman) Limited, Suite SW6 5,958 Series A1 CCPS
The Grand Pavilion
Commercial Centre,
RESOLVED FURTHER that pursuant to Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014,
following are the particulars of the CCPS:
Other Terms
RESOLVED FURTHER that subject to the approval of the shareholders of the Company, the terms of issue of
the above mentioned: (i) Series A CCPS, attached as Annexure A; and (ii) Series A1 CCPS, attached as Annexure
B, be and are hereby approved.
RESOLVED FURTHER that pursuant to section 42 read with rule 13 of the Companies (Share Capital and
Debenture) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
other applicable provisions, if any, of the Companies Act, 2013 and subsequent filing of the shareholders’
resolution in this regard with the Registrar of Companies pursuant to the Companies (Prospectus and Allotment of
Securities) Rules, 2014, the Board hereby accords its approval to the private placement offer letter (in Form PAS-
4), along with other documents and relevant annexures and the application form annexed thereto, drafts of which
have been placed before the Board and initialed by the Chairman for the purpose of identification and subject to
the receipt of the approval of the shareholders by a special resolution and the Board hereby authorises any of the
directors, to sign, issue and deliver the private placement offer letter (in Form PAS-4), along with other documents
and relevant annexures and the application form annexed thereto, to the identified persons mentioned above in the
table and to do all such actions, deeds, matters, writings and things as are necessary or expedient in this regard,
including, but not limited to, undertaking filing of requisite forms and documents with the concerned Registrar of
Companies / Ministry of Corporate Affairs / Reserve Bank of India.
RESOLVED FURTHER that subject to the approval of the shareholders, the authorisation of the Board be and
is hereby granted to commence the procedure for the preferential allotment of Series A CCPS and Series A1 CCPS
to the identified persons.
RESOLVED FURTHER that the Company do record the name of the identified persons and maintain such record
of private placement offer of the Series A CCPS and Series A1 CCPS in Form PAS-5 under the Companies
(Prospectus and Allotment of Securities) Rules, 2014.
RESOLVED FURTHER that monies received by the Company from the identified persons as application monies
to issue the Series A CCPS and Series A1 CCPS, shall be kept by the Company in a separate bank account opened
by the Company (Bank Account Number: 0547346009 and Bank Name: Citibank India) and shall be utilized by
the Company in accordance with section 42 of the Companies Act, 2013.
RESOLVED FURTHER that any of the directors of the Company be and is hereby severally authorised on behalf
of the Company, to execute such offer letter and do all such other acts, deeds, matters or things as may be necessary,
appropriate, expedient or desirable to give effect to these resolutions, including but not limited to filing of necessary
forms with the Registrar of Companies, the Form SMF-FC-GPR with the Reserve Bank of India and to comply
with all other requirements in this regard.
Ankit Nagori
Director
DIN: 06672135
PART A
The Series A CCPS are issued with the following characteristics, including certain rights vested in the holders of
Series A CCPS which are in addition to, and without prejudice to, the other rights of such holders of Series A
CCPS set out in the Transaction Documents.
1. Equity Shares. The number of Equity Shares to be issued to the holder of Series A CCPS upon conversion
shall be, subject to the other terms and conditions set forth in these Articles, be as set out in paragraph 3 of
this Part A of Annexure A.
2. Dividends. The Series A CCPS shall carry a pre-determined cumulative dividend rate of 0.001% (zero point
zero zero one percent) per annum on an as converted basis. In addition to the same, if the holders of Equity
Shares are paid dividend in excess of 0.001% (zero point zero zero one percent), the holders of the Series A
CCPS shall be entitled to dividend at such higher rate. The dividend shall be payable, subject to cash flow
solvency, in the event the Board declares any dividend for the relevant year and shall be paid to holders of
Series A CCPS on a pari passu basis with the holders of Series A1 CCPS.
3. Conversion.
3.1. The Series A CCPS shall be compulsorily converted into Equity Shares of the Company after the expiry of
19 (Nineteen) years from the date of issuance. The holders of Series A CCPS may convert the Series A CCPS
in whole or in part into into Equity Shares at any time before 19 (Nineteen) years from the date of issuance
of the same. The conversion of Series A CCPS to Equity Shares shall be subject to the adjustments provided
in paragraphs 4, 5 and 6 of this Part A of Annexure A and other terms and conditions of these Articles. The
Series A CCPS will be convertible at INR 24,842.12 (Indian Rupees Twenty Four Thousand Eight Hundred
and Forty Two point One Two only) per Series A CCPS (“Series A Conversion Price”). The Series A
Conversion Price shall be adjusted in accordance with the terms specified under this Part A of Annexure A
and the Articles. The adjusted Series A Conversion Price shall be construed as the relevant Series A
Conversion Price for the purposes of these Articles and accordingly the conversion ratio for Series A CCPS
shall be determined (“Conversion Ratio”).
3.2. The holders of Series A CCPS shall, at any time prior to 19 (Nineteen) years from the date of issuance of the
same, be entitled to call upon the Company to convert all or any of the Series A CCPS by issuing a Notice to
the Company accompanied by a share certificate representing the Series A CCPS sought to be converted.
Immediately and no later than 21 (Twenty One) days from the receipt of such Notice, the Company shall
issue Equity Shares in respect of the Series A CCPS sought to be converted. The record date of conversion
3.3. As on the Closing Date each Series A CCPS shall be convertible into 1 (One) Equity Share. No fractional
Shares shall be issued upon conversion of Series A CCPS, and the number of Equity Shares to be issued shall
be rounded up to the nearest whole number.
3.4. It is hereby clarified that to give effect to the conversion of Series A CCPS into Equity Shares as contemplated
under this Paragraph 3, if the number of authorized but unissued Equity Shares is not sufficient to effect the
conversion of all then outstanding Series A CCPS, the Company will take such corporate action as may be
necessary to increase its authorized but unissued Equity Share capital to such number of Shares as shall be
sufficient for such purposes.
4. Valuation Protection.
If the Company undertakes a Dilutive Issuance, then the holders of Series A CCPS shall be entitled to a broad
based weighted-average basis anti-dilution protection as provided in Part B of this Annexure A.
5. Adjustments.
(a) If, whilst any Series A CCPS remain capable of being converted into Equity Shares, the Company
splits, sub-divides (stock split) or consolidates (reverse stock split) the Equity Shares into a different
number of securities of the same class, the number of Equity Shares issuable upon a conversion of the
Series A CCPS shall, subject to Applicable Law and receipt of requisite approvals, be proportionately
increased in the case of a split or sub-division (stock split), and likewise, the number of Equity Shares
issuable upon a conversion of Series A CCPS shall be proportionately decreased in the case of a
consolidation (reverse stock split).
(b) If, whilst any Series A CCPS remain capable of being converted into Equity Shares, the Company
makes or issues a dividend or other distribution of Equity Shares to the holders of Equity Shares then
the number of Equity Shares to be issued on any subsequent conversion of Series A CCPS shall, subject
to Applicable Law and receipt of requisite approvals, be increased proportionately and without
payment of additional consideration therefor by the holder of Series A CCPS.
(c) If the Company, by re-classification or conversion of Shares or otherwise, changes any of the Equity
Shares into the same or a different number of Shares of any other class or classes, the right to convert
the Series A CCPS into Equity Shares shall thereafter represent the right to acquire such number and
(d) If, whilst any Series A CCPS remain capable of being converted into Equity Shares, there is a
reorganisation (other than in the manner set out under sub-paragraphs (a), (b) or (c) above) or any form
of corporate restructuring (for instance, a merger, amalgamation, etc.), pursuant to which either the
Company is not the surviving entity or the Shares of the Company prior to such corporate restructuring
are converted into another form of property (whether securities, cash or otherwise), the right to convert
the Series A CCPS into Equity Shares shall thereafter represent the right to receive such number of
securities or other property as the holders of Series A CCPS would have been entitled to receive if the
right to convert the Series A CCPS into Equity Shares had been exercised in full immediately before
such corporate restructuring, subject to the adjustments provided in this Part A of Annexure A.
(e) If, whilst any Series A CCPS remain capable of being converted into Equity Shares, the Company shall
make or issue a rights issue of Shares, bonus Shares, conversion of stocks into Shares or other non-
cash dividends/distribution of Equity Shares to the holders of Equity Shares, the number of Equity
Shares to be issued on any subsequent conversion of Series A CCPS shall be increased proportionately
and without the payment of additional consideration therefore by the holder of Series A Preference
Share.
(f) The holder of Series A CCPS shall be entitled to the cumulative benefit of all adjustments referred to
herein.
6. Liquidation Preference. In any Liquidation Event, subject to Applicable Law, the liquidation preference of
the holders of Series A CCPS shall be as provided in Clause 11 of the Shareholders Agreement of the
Company.
7. Registration rights. Each holder of Series A CCPS shall receive typical and customary registration rights,
where available, in all global market(s) where the Company lists the Shares. Termination of the Transaction
Documents shall not affect the obligation of the Company to provide registration rights to the holder of Series
A CCPS.
8. Meeting and Voting rights. Subject to Applicable Laws, the holders of the Series A CCPS shall be entitled
to receive notice of and vote on all matters that are submitted to the vote of the Shareholders of the Company
(including the holders of Equity Shares). Each Shareholder and the Company hereby acknowledge that the
holders of the Series A CCPS have agreed to subscribe to the same on the basis that they will be able to
exercise voting rights on such Series A CCPS as if the same were converted into Equity Shares. To this effect,
each Shareholder holding Shares with voting rights agrees that, if Applicable Law does not permit any holder
of Series A CCPS to exercise voting rights on all or any Shareholder matters submitted to the vote of the
Shareholders of the Company (including the holders of Equity Shares) (the “Non-Voting Preference
9. Amendment of Terms. Notwithstanding anything contained in these Articles, any amendment of the terms
of Series A CCPS set out in this Part A of Annexure A shall require the prior written consent of such Persons
holding at least 75% (Seventy-Five percent) of the Series A CCPS. It is clarified that the issuance of any
Dilution Instruments by the Company which are of a different series or class but have rights pari passu to
the rights of the Series A CCPS shall not be considered as an amendment to the terms of issuance of the
Series A CCPS and the approval of the holders of the Series A CCPS will not be required, in accordance with
this paragraph, for such issuance or for undertaking any consequential amendments to the terms of the Series
A CCPS.
1. Definitions
For the purposes of this Part B of Annexure A and unless the context requires a different meaning, the
following terms have the meanings indicated.
(a) "Issue Date" shall have the meaning ascribed to it in Paragraph 2(a)(ii) of this Part B of Annexure A.
(b) "Lowest Permissible Price" in relation to a Shareholder shall mean the lowest possible price at which a
Share may be issued to/acquired by such Shareholder in accordance with Applicable Law.
(c) "New Issue Price" shall have the meaning ascribed to it in Paragraph 2(a)(i) of this Part B of Annexure
A.
(d) "Series A Conversion Price" shall have the meaning set forth in Part A of Annexure A (Terms of
Issuance of Series A CCPS).
2. Non-Dilution Protection
(i) New Issues. If the Company shall at any time or from time to time issue or sell any Dilution
Instruments at a price per Dilution Instrument that is less than the Series A Conversion Price (the
“New Issue Price”), other than (a) issue of ordinary Shares to employees, officers or consultants
of the Company pursuant to the ESOP Plan or any other employee incentive plan adopted by the
Board; (b) issue of Dilution Instruments where the anti-dilution right is waived by the relevant
Shareholder; (c) issuance of the Entitled Shares to Curefit then, the holders of Series A CCPS shall
be issued additional Equity Shares, when requested by the holder of the Series A CCPS, for no
consideration or at the lowest value permitted under Applicable Laws, or the Conversion Price of
the Series A CCPS shall be adjusted as set out in Paragraph 2(a)(iii) of this Part B of Annexure
A (“Anti-Dilution Issuance”).
(ii) Timing for New Issues. Such Anti-Dilution Issuance shall be made whenever such Dilution
Instruments are issued in accordance with Paragraph 2(a)(i) of this Part B of Annexure A on the
date of such issuance (the "Issue Date"); provided, however, that the determination as to whether
an anti-dilution issuance is required to be made pursuant to this Paragraph 2(a) of this Part B of
Annexure A shall be made immediately or simultaneously upon the issuance of such Dilution
Instruments, and not upon the subsequent issuance of any security into which the Dilution
Instruments convert, exchange or may be exercised.
(Q1) + (Q2)
NCP = (P1) x
(Q1) + (R)
For the purposes of this Paragraph, “NCP” is the new Purchase Price;
“P1” is the Series A CCPS Conversion Price;
“Q1” means the number of Equity Shares Outstanding immediately prior to the new issue;
“Q2” means such number of Equity Shares that the aggregate consideration received by the
Company for such issuance would purchase at the Series A Conversion Price;
“R” means the number of Equity Shares issuable / issued upon conversion of the Dilution
Instruments being issued.
For purposes of this Condition, the term “Equity Shares Outstanding” shall mean the aggregate number
of Equity Shares of the Company then outstanding (assuming for this purpose the exercise and/or
conversion of all then-outstanding securities exercisable for and/or convertible into Equity Shares
(including without limitation the conversion of all Series A CCPS)), and all shares reserved under the ESOP
Plan.
(i) then the Company shall mail to each holder of Series A CCPS at such holder's address as it appears
on the books of the Company, as promptly as possible but in any event at least 21 (Twenty One)
days prior to the applicable date hereinafter specified, a Notice stating the date on which a record
is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if
a record is not to be taken, the date as of which the holders of Equity Shares of record to be entitled
to such dividend, distribution or granting of rights or warrants are to be determined.
Notwithstanding the foregoing, in the case of any event to which this Paragraph is applicable, the
Company shall also deliver the certificate described in Paragraph 3(ii) below to each holder of
Series A CCPS at least 21 (Twenty One) Business Days' prior to effecting such reorganization or
reclassification as aforesaid.
(ii) the Company shall execute and deliver to each holder of Series A CCPS at least 7 (Seven) days
4. Mode of Giving Effect to Valuation Protection: In the event adjustment of the conversion ratio or
conversion price of the Series A CCPS in the manner detailed in Paragraph 2 above of this Part B of
Annexure A results in the Series A Conversion Price going below the minimum price permitted under
Applicable Law or if Series A CCPS have been converted into Equity Shares, then such holders of Equity
Shares (pursuant to conversion of Series A CCPS) shall, in lieu of adjustment to Series A CCPS Conversion
Price, have the option to require the Company to do any of the following (a) Transfer Founder Equity Shares
held by the Founder to the holder of Series A CCPS at the lowest price permissible under Applicable Law;
(b) buy back of Founder Equity Shares held by the Founder; (c) reduce the sale proceeds receivable by the
Founder (as a holder of Founder Equity Shares) as a result of Liquidation Event; (d) issue of additional
Shares to holder of Series A CCPS at the lowest permissible price; (e) adjust the Conversion Ratio of the
Series A CCPS or (f) take such measures as may be necessary to give effect to the provisions of this Part
B of Annexure A.
(a) Waiver. If a Shareholder (other than a holder of Series A CCPS) is entitled under any contract, requirement
of Applicable Law or otherwise to participate in relation to any issue of Shares to Holder of Series A CCPS
under this Part B of Annexure A, then such Shareholder hereby waives all such rights and, to the extent it
cannot waive such rights it agrees and undertakes not to exercise them.
(b) Ensuring Economic Effect. If for any reason any part of this Part B of Annexure A is not fully effected
as a result of any change in Applicable Law (including a change in Applicable Law that affects the price at
which Holder of Series A CCPS may sell or be issued Shares) then each Shareholder and the Company
shall each use its best efforts to take all such actions (by corporate, director or shareholder action) as may
be necessary to provide to Holder of Series A CCPS the same economic benefits as are contemplated by
this Part B of Annexure A.
(c) Change in Applicable Law. If there is a change in any Applicable Law that makes it possible to implement
any part of this Part B of Annexure A so as to confer the economic benefits on Holder of Series A CCPS
that are contemplated by this Part B of Annexure A in a more effective manner then each Shareholder and
the Company shall co-operate and use its best efforts to implement this Part B of Annexure A in that more
effective manner.
PART A
The Series A1 CCPS are issued with the following characteristics, including certain rights vested in the holders of
Series A1 CCPS which are in addition to, and without prejudice to, the other rights of such holders of Series A1
CCPS set out in the Transaction Documents.
1. Equity Shares. The number of Equity Shares to be issued to the holder of Series A1 CCPS upon conversion
shall be, subject to the other terms and conditions set forth in these Articles, be as set out in paragraph 3 of
this Part A of Annexure B.
2. Dividends. The Series A1 CCPS shall carry a pre-determined cumulative dividend rate of 0.001% (zero point
zero zero one percent) per annum on an as converted basis. In addition to the same, if the holders of Equity
Shares are paid dividend in excess of 0.001% (zero point zero zero one percent), the holders of the Series A1
CCPS shall be entitled to dividend at such higher rate. The dividend shall be payable, subject to cash flow
solvency, in the event the Board declares any dividend for the relevant year and shall be paid to holders of
Series A CCPS on a pari passu basis with the holders of Series A1 CCPS.
3. Conversion.
3.1. The Series A1 CCPS shall be compulsorily converted into Equity Shares of the Company after the expiry of
19 (Nineteen) years from the date of issuance. The conversion of Series A1 CCPS to Equity Shares shall be
subject to the adjustments provided in paragraphs 4, 5 and 6 of this Part A of Annexure B and other terms
and conditions of these Articles. The Series A1 CCPS will be convertible at INR 24842.12 (Indian Rupees
Twenty-Four Thousand Eight Hundred and Forty Two point One Two) per Series A1 CCPS (“Initial Series
A1 Conversion Price”). The Initial Series A1 Conversion Price shall be adjusted in accordance with the
terms specified under this Part A of Annexure B and the Articles (“Adjusted Series A1 Conversion
Price”). The Series A1 Conversion Price in effect at the relevant time (i.e., the Initial Series A1 Conversion
Price or the Adjusted Series A1 Conversion Price, as the case may be) shall be construed as the relevant
Series A1 Conversion Price (“Series A1 Conversion Price”) for the purposes of these Articles and
accordingly, the conversion ratio for Series A1 CCPS shall be determined (“Series A1 Conversion Ratio”).
3.2. The holders of Series A1 CCPS shall not convert the Series A1 CCPS until the earlier of (i) the date of
consummation of Subsequent Financing; and (ii) date of expiry of 24 (Twenty-Four) months from the Closing
Date, following which the holders of Series A1 CCPS shall be entitled to call upon the Company to convert
all or any of the Series A1 CCPS prior to completion of 19 (Nineteen) years from the Closing Date, by issuing
a Notice to the Company accompanied by a share certificate representing the Series A1 CCPS sought to be
converted. Immediately and no later than 21 (Twenty-One) days from the receipt of such Notice, the
3.3. It is hereby clarified that to give effect to the conversion of Series A1 CCPS into Equity Shares as
contemplated under this Paragraph 3, if the number of authorized but unissued Equity Shares is not sufficient
to effect the conversion of all then outstanding Series A1 CCPS, the Company will take such corporate action
as may be necessary to increase its authorized but unissued Equity Share capital to such number of Shares as
shall be sufficient for such purposes.
4. Valuation Protection.
If the Company undertakes a Dilutive Issuance, then the holders of Series A1 CCPS shall be entitled to a
broad based weighted-average basis anti-dilution protection as provided in Part B of this Annexure B.
5. Adjustments.
(a) If, whilst any Series A1 CCPS remain capable of being converted into Equity Shares, the Company splits,
sub-divides (stock split) or consolidates (reverse stock split) the Equity Shares into a different number of
securities of the same class, the number of Equity Shares issuable upon a conversion of the Series A1 CCPS
shall, subject to Applicable Law and receipt of requisite approvals, be proportionately increased in the case
of a split or sub-division (stock split), and likewise, the number of Equity Shares issuable upon a conversion
of Series A1 CCPS shall be proportionately decreased in the case of a consolidation (reverse stock split).
(b) If, whilst any Series A1 CCPS remain capable of being converted into Equity Shares, the Company makes
or issues a dividend or other distribution of Equity Shares to the holders of Equity Shares then the number
of Equity Shares to be issued on any subsequent conversion of Series A1 CCPS shall, subject to Applicable
Law and receipt of requisite approvals, be increased proportionately and without payment of additional
consideration therefor by the holder of Series A1 CCPS.
(c) If the Company, by re-classification or conversion of Shares or otherwise, changes any of the Equity Shares
into the same or a different number of Shares of any other class or classes, the right to convert the Series
A1 CCPS into Equity Shares shall thereafter represent the right to acquire such number and kind of Shares
as would have been issuable as the result of such change with respect to the Equity Shares that were subject
to the conversion rights of the holder of Series A1 CCPS immediately prior to the record date of such re-
classification or conversion.
(i) In the event a Subsequent Financing is consummated before the expiry of 24 (Twenty-Four) months
from the Closing Date, the Adjusted Series A1 Conversion Price (subject to any adjustments previously
made under Part B of Annexure B) shall be determined on the basis of the pre-money valuation of
Series A1 CCPS being deemed to be the lower of (x) USD 125,000,000 (One Hundred and Twenty
Five Million US Dollars only); and (y) such pre-money valuation of Series A1 CCPS as calculated by
applying a discount of 20% (Twenty per cent) to the pre money valuation of the Subsequent Financing.
(ii) In the event the Subsequent Financing is not consummated by the Company within 24 (Twenty-Four)
months from the Closing Date, the Adjusted Series A1 Conversion Price (subject to any adjustments
previously made under Part B of Annexure B) shall be determined on the basis of the pre-money
valuation of Series A1 CCPS being deemed to be USD 100,000,000 (One Hundred Million US
Dollars).
(iii) Notwithstanding the foregoing, the Adjusted Series A1 Conversion Price under this Paragraph 3 shall
not, on account of the said adjustments, be lower than the Initial Series A1 Conversion Price.
(e) If, whilst any Series A1 CCPS remain capable of being converted into Equity Shares, there is a
reorganisation (other than in the manner set out under sub-paragraphs (a), (b) or (c) above) or any form of
corporate restructuring (for instance, a merger, amalgamation, etc.), pursuant to which either the Company
is not the surviving entity or the Shares of the Company prior to such corporate restructuring are converted
into another form of property (whether securities, cash or otherwise), the right to convert the Series A1
CCPS into Equity Shares shall thereafter represent the right to receive such number of securities or other
property as the holders of Series A1 CCPS would have been entitled to receive if the right to convert the
Series A1 CCPS into Equity Shares had been exercised in full immediately before such corporate
restructuring, subject to the adjustments provided in this Part A of Annexure B.
(f) If, whilst any Series A1 CCPS remain capable of being converted into Equity Shares, the Company shall
make or issue a rights issue of Shares, bonus Shares, conversion of stocks into Shares or other non-cash
dividends/distribution of Equity Shares to the holders of Equity Shares, the number of Equity Shares to be
issued on any subsequent conversion of Series A1 CCPS shall be increased proportionately and without the
payment of additional consideration therefore by the holder of Series A1 Preference Share.
(g) The holder of Series A1 CCPS shall be entitled to the cumulative benefit of all adjustments referred to
herein.
6. Liquidation Preference. In any Liquidation Event, subject to Applicable Law, the liquidation preference of
the holders of Series A1 CCPS shall be as provided in Clause 11 of the Shareholders Agreement of the
Company
7. Registration rights. Each holder of Series A1 CCPS shall receive typical and customary registration rights,
8. Meeting and Voting rights. Subject to Applicable Laws, the holders of the Series A1 CCPS shall be entitled
to receive notice of and vote on all matters that are submitted to the vote of the Shareholders of the Company
(including the holders of Equity Shares). Each Shareholder and the Company hereby acknowledge that the
holders of the Series A1 CCPS have agreed to subscribe to the same on the basis that they will be able to
exercise voting rights on such Series A1 CCPS as if the same were converted into Equity Shares. To this
effect, each Shareholder holding Shares with voting rights agrees that, if Applicable Law does not permit any
holder of Series A1 CCPS to exercise voting rights on all or any Shareholder matters submitted to the vote
of the Shareholders of the Company (including the holders of Equity Shares) (the “Non-Voting Preference
Shares”), then until the conversion of all such Non-Voting Preference Shares into Equity Shares, each
Shareholder shall vote in accordance with the instructions of the holders of such Non-Voting Preference
Shares at a General Meeting or provide proxies without instructions to the holders of the Non-Voting
Preference Shares for the purposes of a General Meeting, in respect of such number of Equity Shares held by
each of them such that a Relevant Percentage of the Equity Shares of the Company are voted on in the manner
required by the holders of the Non-Voting Preference Shares. For the purposes of this Paragraph 8, the
“Relevant Percentage” in relation to a holder of the Non-Voting Preference Shares shall be equal to the
percentage of Equity Shares in the Company that the holder of such Non-Voting Preference Shares would
hold if such holder was to elect to convert its Non-Voting Preference Shares into Equity Shares based on the
then applicable Conversion Price. The obligation of the Shareholders to vote their Shares as aforesaid shall
be pro-rated in accordance with their inter se shareholding in the Company.
9. Amendment of Terms. Notwithstanding anything contained in these Articles, any amendment of the terms
of Series A1 CCPS set out in this Part A of Annexure B shall require the prior written consent of such
Persons holding at least 75% (Seventy Five percent) of the Series A1 CCPS. It is clarified that the issuance
of any Dilution Instruments by the Company which are of a different series or class but have rights pari passu
to the rights of the Series A1 CCPS shall not be considered as an amendment to the terms of issuance of the
Series A1 CCPS and the approval of the holders of the Series A1 CCPS will not be required, in accordance
with this paragraph, for such issuance or for undertaking any consequential amendments to the terms of the
Series A1 CCPS.
1. Definitions
For the purposes of this Part B of Annexure B and unless the context requires a different meaning, the
following terms have the meanings indicated.
(a) "Issue Date" shall have the meaning ascribed to it in Paragraph 2(a)(ii) of this Part B of Annexure B.
(b) "Lowest Permissible Price" in relation to a Shareholder shall mean the lowest possible price at which a
Share may be issued to/acquired by such Shareholder in accordance with Applicable Law.
(c) "New Issue Price" shall have the meaning ascribed to it in Paragraph 2(a)(i) of this Part B of Annexure
B.
(d) "Series A1 Conversion Price" shall have the meaning set forth in Part A of Annexure B (Terms of
Issuance of Series A1 CCPS).
2. Non-Dilution Protection
(i) New Issues. If the Company shall at any time or from time to time issue or sell any Dilution
Instruments at a price per Dilution Instrument that is less than the Series A1 Conversion Price (the
“New Issue Price”), other than (a) issue of ordinary Shares to employees, officers or consultants
of the Company pursuant to the ESOP Plan or any other employee incentive plan adopted by the
Board; (b) issue of Dilution Instruments where the anti-dilution right is waived by the relevant
Shareholder; (c) issuance of the Entitled Shares to Curefit then, the holders of Series A1 CCPS
shall be issued additional Equity Shares, when requested by the holder of the Series A1 CCPS, for
no consideration or at the lowest value permitted under Applicable Laws, the Conversion Price of
the Series A1 CCPS shall be adjusted as set out in Paragraph 2(a)(iii) of this Part B of Annexure
B (“Anti-Dilution Issuance”).
(ii) Timing for New Issues. Such Anti-Dilution Issuance shall be made whenever such Dilution
Instruments are issued in accordance with Paragraph 2(a)2(a)(i) of this Part B of Annexure B on
the date of such issuance (the "Issue Date"); provided, however, that the determination as to
whether an anti-dilution issuance is required to be made pursuant to this Paragraph 2(a) of this
Part B of Annexure B shall be made immediately or simultaneously upon the issuance of such
Dilution Instruments, and not upon the subsequent issuance of any security into which the Dilution
Instruments convert, exchange or may be exercised.
(Q1) + (Q2)
NCP = (P1) x
(Q1) + (R)
For the purposes of this Paragraph, “NCP” is the new Purchase Price;
“P1” is the Series A1 CCPS Conversion Price;
“Q1” means the number of Equity Shares Outstanding immediately prior to the new issue;
“Q2” means such number of Equity Shares that the aggregate consideration received by the
Company for such issuance would purchase at the Series A1 Conversion Price;
“R” means the number of Equity Shares issuable / issued upon conversion of the Dilution
Instruments being issued.
For purposes of this Condition, the term “Equity Shares Outstanding” shall mean the aggregate number
of Equity Shares of the Company then outstanding (assuming for this purpose the exercise and/or
conversion of all then-outstanding securities exercisable for and/or convertible into Equity Shares
(including without limitation the conversion of all Series A1 CCPS)), and all shares reserved under the
ESOP Plan.
(i) then the Company shall mail to each holder of Series A1 CCPS at such holder's address as it appears
on the books of the Company, as promptly as possible but in any event at least 21 (Twenty One)
days prior to the applicable date hereinafter specified, a Notice stating the date on which a record
is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if
a record is not to be taken, the date as of which the holders of Equity Shares of record to be entitled
to such dividend, distribution or granting of rights or warrants are to be determined.
Notwithstanding the foregoing, in the case of any event to which this Paragraph is applicable, the
Company shall also deliver the certificate described in Paragraph 33(ii) below to each holder of
Series A1 CCPS at least 21 (Twenty One) Business Days' prior to effecting such reorganization or
reclassification as aforesaid.
(ii) the Company shall execute and deliver to each holder of Series A1 CCPS at least 7 (Seven) days
4. Mode of Giving Effect to Valuation Protection: In the event adjustment of the conversion ratio or
conversion price of the Series A1 CCPS in the manner detailed in Paragraph 2 above of this Part B of
Annexure B results in the Series A1 Conversion Price going below the minimum price permitted under
Applicable Law or if Series A1 CCPS have been converted into Equity Shares, then such holders of Equity
Shares (pursuant to conversion of Series A1 CCPS) shall, in lieu of adjustment to Series A1 CCPS
Conversion Price, have the option to require the Company to do any of the following (a) Transfer Founder
Equity Shares held by the Founder to holder of Series A1 CCPS at lowest price permissible under
Applicable Law; (b) buy back of Founder Equity Shares held by the Founder; (c) reduce the sale proceeds
receivable by the Founder (as a holder of Founder Equity Shares) as a result of Liquidation Event; (d) issue
of additional Shares to holder of Series A1 CCPS at the lowest permissible price; or (e) adjust the
Conversion Ratio of the Series A1 CCPS; or (f) take such measures as may be necessary to give effect to
the provisions of this Part B of Annexure B.
(a) Waiver. If a Shareholder (other than a holder of Series A1 CCPS) is entitled under any contract, requirement
of Applicable Law or otherwise to participate in relation to any issue of Shares to Holder of Series A1
CCPS under this Part B of Annexure B, then such Shareholder hereby waives all such rights and, to the
extent it cannot waive such rights it agrees and undertakes not to exercise them.
(b) Ensuring Economic Effect. If for any reason any part of this Part B of Annexure B is not fully effected
as a result of any change in Applicable Law (including a change in Applicable Law that affects the price at
which Holder of Series A1 CCPS may sell or be issued Shares) then each Shareholder and the Company
shall each use its best efforts to take all such actions (by corporate, director or shareholder action) as may
be necessary to provide to Holder of Series A1 CCPS the same economic benefits as are contemplated by
this Part B of Annexure B.
(c) Change in Applicable Law. If there is a change in any Applicable Law that makes it possible to implement
any part of this Part B of Annexure B so as to confer the economic benefits on Holder of Series A1 CCPS
that are contemplated by this Part B of Annexure B in a more effective manner then each Shareholder and
the Company shall co-operate and use its best efforts to implement this Part B of Annexure B in that more
effective manner.