Company: “Company” is Pragathi Technologies Privatelimited, a private

limited company organized under the laws of India and having

its registered office at Kurla, Mumabi, India.

Promoters: “Promoters” are Anil, Jitu and Sandeep.

Investor: “Investor” is StartupLanes Capital India, an established venture
capital firm organised under the laws of India and having its
registered office at Mumbai, India.

Aggregate amount of “Investment” is INR 50,00,000/-

investor’s investment:

Shares to be issued and pre- Investor will purchase 1000 INR 10/- Preference Shares and
money valuation: 1000 INR 10/- Equity Shares (“Investor Shares”) at a pre-
money valuation of [●] (Indian Rupees [●] only).

Price per share: “Purchase Price” is INR 250/- per Investor Share.

Closing/Disbursement(s): One disbursement of INR 3,00,000/- will occur on the “Closing

Date“, subject to the satisfaction of the Conditions Precedent
(described below). The target Closing Date is [●], 2023.

Use of proceeds: Proceeds from the Investment shall be used for the Company’s
business.

EXERCISE 1
1. The Proposed Investment clause

2.
a. Board Observer Investor shall have the right to designate one
Rights representative to attend the Company's board meetings as
an observer; provided, however, that such representative
shall agree to hold in confidence and trust, and to act in a
fiduciary manner with respect to, all information provided
by the Company thereto; provided further, that the
Company shall have the right to exclude such
representative from all or any part of a board meeting if in
its sole discretion (i) such exclusion is necessary to
preserve the attorney-client privilege or (ii) the board will
 be discussing matters which the Company deems in good
faith to be of a competitive business sensitive nature. Such
observer shall receive board packages and notice of
meetings at the same time and in the same manner as the
directors, provided, however, the board observer agrees
that the information contained in the board packages is
Confidential Information..
b. Information and As long as the Investors hold any shares in the Company,
Inspection Rights the Investors shall receive from the Company (i) quarterly
(un-audited) financial statements within [30 (thirty)]
calendar days from the end of the preceding quarter, (ii)
annual (audited) financial statements within [60 (sixty)]
calendar days following the closure of the preceding
financial year, (iii) operating / business plan within [30
(thirty)] calendar days prior to the commencement of the
following year and (iv) any other operational and financial
information as per the requirement of the Investors.
c. Exit Rights It is the intention of the Investors to pursue an IPO or
another Exit when and if this is commercially attractive.
The parties agree to use their best efforts to effect an IPO
or other Exit prior to [date]. The Parties further agree that
in the event that an IPO or other Exit has not been effected
prior to [date], the Investors shall be entitled to require the
Board of the Company to engage an internationally
recognised investment bank in order to initiate and effect
an IPO or a transfer of all of the shares or assets in the
Company to a third party.
d. Tag-Along Rights In the event any of the Promoters, or the other
shareholders other than the Investors decide to sell their
shareholding in the Company or a portion of it to any
person (“Buyer”), then the Investors shall have the right
(but not the obligation) to require the Promoters or the
other shareholders as the case may be, to ensure that the
Buyer purchases the pro-rata Equity Shares on the same
terms and simultaneously with the shares of the Promoters
and the other shareholders. The Promoters and/or the other
shareholders shall not sell any of their shares to the Buyer
unless the Buyer purchases the Equity Shares. It is hereby
clarified that any transfer of shares by any of the Investors
shall not be subject to any tag along rights.

The procedure governing exercise of tag-along right will

be detailed in the DefinitiveDocumentation.
e. Right of First In the event any of the Promoters or any other
 Refusal shareholders other than the Investors (“Selling
Shareholder”) intends to sell all or part of their
shareholding (“ROFR Shares”) in the Company to any
person, then such Selling Shareholder(s) shall first offer
the ROFR Shares, to all the Investors (“Non-Selling
Shareholders”) at the same price as they have offered to
such person. The Non-Selling Shareholders, at their sole
discretion, shall have the right to purchase the ROFR
Shares in proportion to their inter se shareholding in the
Company

EXERCISE 2
1.
a. Dividends Investor shares will pay a preferential
cumulativedividend of 20% per year. After preferential
dividends have been paid to the holders of Investor
Shares, the Investor Shares will participate pro rata in
any other dividends or distributions payable to holders of
equity shares.
b. Voting Rights The Investor Shares will be entitled to that number of
votes on all matters presented to the holders of equity
shares as if the Investor Shares had already been
converted to equity shares according to the “Conversion
Rate”
c. Transfer restriction The Investors shall not directly or indirectly, wholly or
on investor shares in part, sell, assign, transfer, provide as guarantee or
encumber in any way their Shares, Share subscription
rights or any other securities issued by the Company,
that are held by the Investors (all these acts hereinafter
referred to as “Sale” or “Sell”), except when it is done so
with the prior consent in writing of the majority of
Shareholders of the Company
2.

Liquidation preference: On liquidation, winding up or dissolution of the Company

or a sale of the Company through a merger, sale of shares,
sale of assets or other acquisition or change in control of
the Company, the holders of Investor Shares will be
entitled to receive before any return to holders of equity
shares, a “Liquidation preference” equal to:

(a) 2X the Purchase price; and

(b) any accrued but unpaid dividends.
 After the payment of the Liquidation preference, the
liquidation proceeds shall be distributed paripassu among
all holders of equity shares (including the Investor) on a
pro-rata as-if-converted basis, and the holders of the
Investor Shares will participate in distributions of the
remaining liquidation proceeds pro rata with the holders of
equity shares.

3. The enforceability of a term sheet relies on the document's

specific terms and the jurisdiction in which it is employed.
Generally, a term sheet is viewed as a non-binding agreement,
meaning the involved parties are not legally obliged to proceed
with the outlined transaction or investment. However, certain
circumstances could render a term sheet binding, such as
explicit language within the document or actions taken by the
parties based on its terms. For instance, if a term sheet includes
language affirming the binding nature of its terms and
stipulating that subsequent agreements will be constructed upon
these terms, it may be considered binding. Additionally, if the
parties undertake actions like transferring funds or assets in line
with the term sheet, it could be deemed binding. It's crucial to
acknowledge that the enforceability of a term sheet is also
subject to the legal jurisdiction in question. In India, for
instance, a term sheet is typically non-binding unless it contains
language establishing its binding nature or if the parties have
conducted themselves in a manner that implies a binding
agreement.