SAMPLETERM SHEET

SV.CO Financial Documents Repository

Company Xx a private company incorporated under the provisions of the Companies Act, 1956, having its registered office at xxx

Business The Company is in the business of ●.

Current share capital structure

The current share capital structure of the Company on a fully diluted basis is set out in Annexure 1.

Other than as set out in Annexure 1, there is no other equity interest or any securities convertible into or exchangeable for capital stock or any other rights, warrants or options to acquire any of the foregoing securities of the Company.

Investor 1(New Investor)

●, a limited partnership formed under the Laws of ●, having its principal business place at ●, and/or any of its affiliates and associates.

Investor 2(Other Investor)

●, a xxx.

Investor Group Investor 1 & Investor 2 together will be referred to as the “Investor Group”.

Founders Mr. ● s/o ● aged about ● years, holding an Indian passport bearing passport number ●, residing at ●, and

Mr. ● s/o ● aged about ● years, holding an Indian passport bearing passport number ●, residing at ●

Other Shareholders As referred to in Annexure 1.

Party or Parties Company, Investor 1, Investor 2, Founders and Other Shareholders will individually be referred to as Party or collectively as Parties.

Purpose New investment from Investor 1 and additional investment from Investor 2 into the Company for the purpose of enabling it to execute its growth strategy subject to the broad terms and conditions set out in this Non-Binding Term Sheet and to such terms as may be specifically agreed in the Definitive Agreements.

Valuation The pre-money Equity Valuation of the Company for this round of investment by the Investor Group into the Company is proposed to be INR ● million, subject to a due diligence to be conducted by the Investor Group.

Proposed Transaction

The proposed transaction involves the Investor Group subscribing to equity shares of the Company as set out below:

1. Investor 1 to infuse a sum of INR ● million in the equity capital of the Company,

2. Investor 2 to infuse a sum of INR ● million in the equity capital of the Company,resulting in their respective shareholding in the Company, on a fully diluted basis, to be as set out in Annexure 2.

Tranche(s) and Drawdown

The investment by the Investor Group will be made in ● tranches within such period and subject to such terms as agreed in the Definitive Agreements based on the agreed business plan and cash flow requirements.

The Company will provide a drawdown notice of ● days for the second tranche investment.

2

The valuation of shares of the Company will remain as stated in clause “Valuation” above for all tranches of the Investment. The Investor 1 shall be entitled to all the rights available under Definitive Agreements on the Closing of the first tranche investment (prior to the second tranche investment).

Capitalization Table Current shareholding and Revised shareholding, each on a fully diluted basis, post Investment are outlined in Annexure 2.

Investor’s Rights Investor 1 shall have the following rights

Economic rights consistent with a standard Series A share subscription agreement. These will include approval rights that involves a change in the ownership structure or rights of various securities, including but not limited to ESOP grants, future fund-raise, issue of bonus shares, preference or rights issues, buy-backs, dividends, etc.

Governance rights including approval for related party transactions, choice/change of auditors, restatement of financials, or unusually large expenses or debt obligations to be undertaken by the company; also will apply to change in constitution/charter or other key company documents or change in the company’s board composition

Change in ownership of the company, M&A, disposition or acquisition of any subsidiaries, etc.

Altering the capital structure of the Company, including any issue of securities (options, warrants, convertibles etc. included) or varying rights of any class of securities or any amendment of the Company’s charter documents;

Any M&A, JVs. listing, trade sale (sale of the majority of the company’s shares/ assets/ business), change of control, composition/ other arrangements with creditors, liquidation;

Adoption of any ESOP scheme / creation of ESOP pool and any change in scheme/ pool size.

Any change in business or commencement or acquisition of a new line of business or creation of a subsidiary

Capital expenditure including acquisition of assets, construction or lease, in excess of INR [] million per transaction or in excess of a value of INR [] million per annum

Aggregate borrowing will be limited to a debt: equity ratio of [:] or a debt: EBITDA of [:], whichever is lower

Divestment of or sale of assets of businesses, lease, license or exchange or pledge in any other way proposing to dispose off any assets or undertaking of the Company in excess of INR [] million for individual transactions, or INR [] million on a cumulative basis, in any financial year

Any serious expansion beyond the existing categories of products Any change in the terms of employment of any Founders or Key

Employees (Key Employees to be identified beforehand and would not exceed 10 in number including the Founder), including hiring, suspension and termination, and including any change in the rights, duties and terms of compensation;

Adoption of, amendment of, or variations from, the Annual Budget, in excess of 10%;

Any related party transactions; Any change in accounting practices; Any change in the constitution, number or structure of the board; Any declaration of dividends or buyback of securities;

3

Any appointment of, or change in, auditors

In addition to the above, the Investor 1, shall have the following rights:

Founder Lock-in: The securities held by the Founders shall be locked-in , i.e. the Founders shall not be permitted to sell any of the securities of the Company held by the Founders until a complete exit has been provided to the Investor Group.

Right to appoint the statutory auditor: The statutory auditor of the Company shall be appointed and removed with the consent of Investor 1.

Right to appoint a board observer: Investor 1 shall have the right to appoint an observer on the board of the Company.

Any other rights as may be agreed at the time of finalizing the Definitive Agreements.

Fall Away Rights In the event that the Investor 1 sells more than 50% of their shareholding in the Company, their management rights such as affirmative rights, exit rights and information rights will be reduced at the said threshold. The Investor will however, continue to enjoy all other rights specified in the agreement.

Conditions Precedent to the First Tranche Investment

The Closing in respect of the First Tranche Investment shall be subject to the

fulfillment of the following conditions precedent:

The consent of the lenders of the Company having been obtained;

Regulatory and other approvals (including shareholders approval),

having been obtained;

Satisfactory completion of legal, financial and technical due diligence

by Investor 1 in respect of the Company;

No material adverse change in respect of the business and operations

of the Company and in respect of the economic and political

environment in India having occurred;

Representation and warranties being true and correct as on the date of

the Closing of the first tranche investment in respect of the first tranche

Investment; and

Any other conditions that may arise out of the finding of the due

diligence exercise conducted on the Company.

Conditions Precedent to the Second Tranche Investment

The Closing in respect of the First Tranche Investment shall be subject to the

fulfillment of the following conditions precedent:

No material adverse change in respect of the business and operations

of the Company and in respect of the economic and political

environment in India having occurred;

Representation and warranties provided as at the Closing of the first

4

tranche of investment being true and correct as on the Closing of the

second tranche investment.

The requisite filings in relation to the first tranche investment have been

made.

Any other conditions that may arise out of the finding of the due

diligence exercise conducted on the Company.

Representations and Warranties

The Company and Founders, will jointly and severally, represent and warrant to the Investor Group standard representations and warranties as are customary to transactions of such nature including but not limited to representations and warranties related to the Investor Group receiving valid, good and marketable title to the shares free and clear of all encumbrances of any nature, accounts, taxes, business affairs, operations, assets, intellectual property, capital structure, books and records, environmental matters, ethical business practices, and information provided to the Investor Group, market practice and which will be outlined in detail in the Definitive Agreements.

The Founders shall jointly and severally indemnify the Investor Group as is customary to transactions of such nature in a form and substance as is customary in transactions of such nature as may be agreed between the Parties.

Management of the Company

The Parties agree and acknowledge that the day to day management and control of the Company remains with the Founders as delegated by the board within the parameters of the agreed business plan and the annual budget and as may be subject to the Affirmative Voting rights and other rights of the parties in the Definitive Agreements.

Investor Group is entitled to appoint the Investor Directors who shall have such powers and authority as are provided in the Definitive Agreements. The composition of the Board and the entitlement of the Founders and the Investors to appoint a director shall be provided in the Definitive Agreements.

Any appointment/changes in CXO positions shall be in consultation with and the prior consent of the Investor Group

Exit The Parties acknowledge, agree and confirm that the Investor Group are financial investors who must necessarily exit within a fixed time period. The Company, the Founders shall work in good faith and utilise their respective best endeavours to provide an exit for the Investor Group, from the Company within a period of five (5) years from Closing of the first tranche investment. This Exit could be provided by way of either a Listing of the Company’s securities on any large and well recognized stock exchange globally and/or Strategic Sale of the Company’s shares.

In the event, an exit is not provided within 7 years from the Closing of the first tranche investment to the Investor Group, such rights as set out in the Definitive Agreements , shall be provided to the Investor Group to cause an exit from Company.

Non-Compete The Founders and their respective affiliates shall not either directly or indirectly engage or invest in any business competing with the business of the Company

5

from Closing of the first tranche investment till the Investor Group has been provided a complete exit.

ESOP All Parties will discuss the creation of a ●% Employee Stock Option Pool on a fully diluted basis on such terms as shall be provided in the Definitive Agreements.

Superior Rights If any shareholder of the Company has rights that are superior or more favourable to those of the Investor Group, such rights will be incorporated in the Definitive Agreements for the benefit of the Investor Group. In addition, to the extent that rights granted to any subsequent investor/s are superior or more favourable to those provided to Investor Group, the same rights will also be offered/provided to the Investor Group.

Indemnity The Definitive Agreements shall contain customary indemnities from the Founders to the Investor Group and its partner, officers, directors, employees and nominees on the board of directors of the Company in respect of any losses, liabilities, obligations, costs and expenses (including attorney’s fee) incurred by the Company and/or the Investor Group.

Confidentiality The terms and conditions of this Term Sheet and the Investor Group’s financing shall be confidential information and the Investor Group, Company or Founders shall not disclose the same to any third party except as provided below. No press release relating to this Term Sheet shall be made by any Party, unless mutually agreed.

A disclosure of confidential information will be permitted if (and to the extent) required under the provisions of applicable law or as per the orders of a tribunal or a court of law or with respect to information which is already in the public domain with no fault of a party.

Exclusivity After signing this Term Sheet, the Company and Founders undertake that they shall not, for a period of ● days or such term as may be mutually agreed between the Parties, severally or jointly, directly or indirectly, approach any person (other than the Investors), solicit any offers, engage in any discussions, or enter into any agreements or commitments with respect to equity or equity-linked investment in the Company.

Expenses All expenses for drafting of Definitive Agreements and achieving Closing will be borne by the Company.

Except as provided above, each Party shall be liable for and bear its own legal, direct and indirect taxes and duties and other expenses with respect to the transactions contemplated hereby.

Definitive Agreements

All Parties shall endeavour to execute the Definitive Agreements (which will expand upon the broad terms agreed herein) as soon as practicable.

Closing All parties shall endeavour to achieve Closing of the First Tranche of the Investment within ● business days of completion of Conditions Precedent as outlined in the Definitive Agreements, extendable by mutual consent.

6

Term This Term Sheet shall be valid from the date of signing hereof until the earlier of (a) execution of the Definitive Agreements; or (b) expiry of a period of Exclusivity, as stated above or such extended period as may be mutually agreed between the Parties in writing (“Term”).

Governing Law & Dispute Resolution

This Term Sheet shall be governed by laws of ● and the courts at ● shall have exclusive jurisdiction in respect of this Term Sheet.

This space intentionally left blank

(Annexures on next page)

7

Annexure - 1

Share capital structure

The entire issued share capital of the company comprises of • fully paid equity shares having a face value of Rs. • each. The current shareholding structure of the Company on a fully diluted basis is set out below:

Shareholder Number of shares Constituting % of the entire issued share capital

Mr. ● • •Mr. ● • •Other Shareholders (as detailed below)

• •

• •

Total

Other Shareholders

Name of Other Shareholder

No. of shares

8

Annexure - 2

CAPITALISATION TABLE

ShareholdersCurrent

ShareholdingInvestment(INR Million)

Shares issued against

Investment

Dilution of Existing

Shareholding

Final New Shareholding

TotalPre Money Equity Valuation

(INR Million)Post Money Equity valuation

(INR Million)

9

10