TERM SHEET

This non-binding term sheet (the “Term Sheet”) executed on [●] summarizes the principal terms and
conditions for the proposed investment (“Proposed Transaction”) in [•], a company incorporated in [•]
and having its registered office at [•] (“Company”) as detailed further. This Term Sheet has been entered
to facilitate negotiations for the Proposed Transaction and is an expression of intention only and does not
constitute an offer, agreement, agreement in principle, agreement to agree or commitment to provide
financing. Nothing contained herein shall constitute an offer to buy or sell the securities described in this
document.

Transaction Details
1. Business The Company is presently engaged in [•].

2. Founder(s) [•]

3. Investor(s) pi Ventures (“pi” or “Lead Investor”)

Terms of Investor Securities

4. Current The current paid up and issued share capital of the Company is set forth in
Capital Schedule 1A hereto. The shareholding pattern of the Company post closing of
Structure the Proposed Transaction is set forth in Schedule 1B.

5. Valuation The pre-money valuation of the Company is [•]

6. Investment [•]
Amount

7. Investment The investment will be made through subscription to equity shares and
Instruments compulsorily convertible preference shares (“Seed Preference Shares”).
and Price
The Seed Preference Shares, the equity shares and any other shares subscribed
to by the Investors from time to time, shall hereinafter be referred to as the
“Investor Securities”.

8. Liquidation 1x (Investment Amount in relation to Seed Preference Shares), non-

Preference participating liquidation preference.

Key Considerations
9. Board of The Lead Investor shall have the right to nominate 1 person to be appointed as
Directors director on the board (“Lead Investor Director”) and 1 nominee of the Lead
Investor shall be appointed as an observer on the board.

10. Reserved Prior consent of the Lead Investor would be required for making decisions in
Matters respect of certain operational, strategic, governance, investments and exit
matters at board, shareholder and committee meetings, etc. A detailed list of
reserved matters customary for similar transactions shall be provided under the
Definitive Agreements.

11. Employee The Company shall create an employee stock option pool of [•], based on the
Stock Option post-closing shareholding of the Company on a fully diluted basis, which shares
Pool shall be granted to the present and future employees of the Company. It is

1
 clarified that the Lead Investor will not be required to dilute their shareholding
for the purpose of creating the aforementioned pool.

12. Restriction on 4 years vesting curve with one year cliff and quarterly vesting post that.
Founder Shares
Transfer of shares by the Founders will be subject to the consent of the Lead
Investor and the right of first refusal of the Lead Investor as well as a tag-along
right of the Investors. The Investors shall have a full tag along right in the
following instances:
(a) transfer of more than fifty percent (50%) of the Founders’ shareholding
of the Company, and/or
(b) Any change of control transaction.

13. Shareholders’ The Lead Investor will have rights, which are customary for series seed
Rights financings, including dividends, voting, conversion rights, broad-based anti-
dilution protection, pre-emptive rights, management rights, information rights,
rights of first refusal and co-sale rights, and inspection rights. All the existing
agreements between the shareholders of the Company shall be superseded by
the new shareholders’ agreements.

14. Transfer of Except for a transfer to any of the company’s competitors until the Exit Period,
Shares by the Investors will have the right to sell any part of the Investor Securities held
Investors by them in the Company to any person. The term competitor shall be defined
under the Definitive Agreements.

15. Exit The Company and the Founders shall take reasonable efforts to provide a full
exit to the Investors by way of a Qualified IPO, third party sale, buy-back, etc.,
in the manner and on terms acceptable to the Lead Investor within a period of
5 years from the Closing Date (“Exit Period”). Detailed terms shall be as
captured in the Definitive Agreements.

16. Drag Along If an Exit has not been provided to the Investors within 5 years from the Closing
Date, the Lead Investor shall have the right to compel some or all of the
Company’s shareholders to participate in a trade sale/drag sale which may be
by way of sale of the Company’s shares to a purchaser identified by the Lead
Investor.

17. Consequences In case an Event of Default is committed by a Founder, pi shall be entitled to:
of Event of (a) exercise drag along rights; (b) require the buyback of the securities held by
Default all the Investors at fair market value.

The term “events of default” shall be defined under the definitive agreement.

Other Rights
18. Conditions to Closing will be conditional upon the satisfaction or waiver by the Lead Investor
Closing: of customary conditions precedent identified in the Definitive Agreements
which shall inter alia include: (i) obtaining all approvals by the Company in
relation to the transaction (ii) completion of financial and legal due diligence
by the Lead Investor; (iii) execution and delivery to the Lead Investor a side
letter with respect to its E&S obligations; and (iii) such other condition
precedents identified in the Definitive Agreements as may be required by the
Lead Investor based on the due diligence findings.

2
19. Covenants The Company (including its subsidiaries) shall adopt and implement policies
on principles of responsible investment, including environmental, social, and
corporate governance, anti-bribery and anti-money laundering, whistle blower
policies.

20. Representation The Company and the Founders will provide standard representations,
and Warranties warranties and indemnities acceptable to the Investors and customary for
and Indemnity transactions of this kind.

21. Founder Non The Founders shall not engage, or commence any new business that would
Compete, Non compete with the Company and shall not solicit clients, customers or employees
hire and Non of the Company until the later of (i) 24 months from the Founder ceasing to be
Solicit a shareholder in the Company; or (ii) 24 months from the last working day of
the Founder upon termination of employment (with or without cause) with the
Company. The Definitive Agreements shall contain detailed non-compete, non-
hire and non-solicit clauses as are customary in transactions of this nature.

22. D&O The Company will, within 90 days of the Closing Date obtain suitable D&O
Insurance insurance for pi’s representatives on its board.

Other Terms
23. Definitive The investments will be made pursuant to a Share Subscription Agreement and
Agreements a Shareholders’ Agreement and such other documents that may be mutually
agreed upon to be executed by the Company, the Founders and the Investors

24. Confidentiality The terms and conditions of the Proposed Transaction, including its existence,
would be confidential information and would not be disclosed to any third party
by the Company or the Investors except as provided. Post the Closing Date, the
Investors and the Company would be able to disclose the existence of the equity
financing, but not its pricing, shareholding percentage or any other terms and
conditions. In the event of a disclosure required by applicable law, including by
regulatory bodies, the disclosing party would use all reasonable efforts (and
cooperate with the other party’s efforts) to obtain confidential treatment of
materials so disclosed.

25. Exclusivity For 60 (Sixty) days from the date of execution of this Term Sheet, the Company
and the Founders will not initiate, continue, respond to, or participate in any
way, in any discussions regarding, or accept any proposal for, any equity
financing or sale of the Company other than with the Lead Investor. The
exclusivity period may be extended by mutual agreement in writing.

26. Expenses All costs and expenses incurred by pi in connection with any discussions,
negotiations, investigations and diligence undertaken in connection with the
subject matter hereof and preparation and execution of the Definitive
Agreements shall be borne by the Company subject to a maximum of INR [•].

27. Governing Law This term sheet shall be governed by the laws of India

28. Binding Nature It is hereby expressly agreed between the parties that the terms and conditions
set forth in this Term Sheet are not legally binding on the Parties, save and
except to the extent specifically stated herein. Notwithstanding anything

3
 contained herein, the Clauses 28 to 33 (both inclusive) of this Term Sheet, shall
be legally binding on the parties.

29. Validity The Term Sheet shall expire automatically at 12:00 am on [●], unless signed by
the Company and Founders prior to such expiry.

This Term Sheet shall terminate automatically if Definitive Agreements are not
executed within the exclusivity period (as may be extended).

[Signature page follows.]

4
 Signature Page

Accepted and agreed:

For and on behalf of the Company

Name:

Designation:

By Founder [•]

By Founder [•]
For and on behalf of Lead Investor

Name:

Designation:

5
 Schedule 1A

Shareholding Pattern (Current)

Shareholding Percentage
[•] [•]
[•] [•]
Total 100.00%

Schedule 1B

Shareholding Pattern (Post Closing)

Shareholding Percentage
[•] [•]
[•] [•]
[•] [•]
[•] [•]
[•] [•]
Total 100.00%