CONVERTIBLE LOAN AGREEMENT (the “Agreement”)

This Agreement is entered into on this________ day of February, 2023 (“Effective date”).

BY AND BETWEEN

M/s MUDITA STRAT-AEGIS CONSULTANTS PRIVATE LIMITED a private limited company incorporated in
India under the Companies Act, 2013 and having its registered office at Q-315, Sector-21 Jalvayu Vihar
Noida Gautam Buddha Nagar UP 201301 (hereinafter referred to as the “Borrower” which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns) of the FIRST PART

MR. Ravi Ramarao, residing at ________________________________________ holding PAN as

_______________ (herein after referred to as the “Lender” which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns) of the SECOND PART

Borrower and Lender are hereinafter jointly referred to as “Parties” and each one individually as
“Party”

WHEREAS:

(A) The Borrower is involved in the business of providing comprehensive management consultancy
and advisory services to Companies engaged in Manufacturing, Trading, Services and others
including planning, organizing and execution activities in the areas of Productivity, Operational
efficiency, Supply chain solutions and outsourcing, Restructuring and Turnaround management
including Business model re-engineering, Financial and Management restructuring, Strategy
including Market, Product, Business, Client strategy and other forms of break-through strategies,
Mergers and Acquisitions and other forms of advisory services including Cross border and
Industry specific advisory services. (“Business”)

(B) The Borrower is in need of funding in order to finance its business and the Lender is willing to
provide the Borrower with a convertible loan subject to the terms and conditions laid down by
this agreement (hereinafter referred to as the “Agreement”).

(C) This Agreement is one of a series of convertible loan agreements entered or to be entered into
by the Borrower with lenders with identical terms and in the same form as set forth herein,
except that the loan amount and date of issuance may differ.

THE PARTIES HAVE AGREED AS FOLLOWS:

1. DEFINITIONS

Unless otherwise stated or defined, the following terms shall have the following meaning for the
purposes of this Agreement:

1
“Applicable Law” or “Law”: shall mean all applicable laws, bye-laws, statutes, rules, regulations,
orders, ordinances, notifications, codes, guidelines, policies, notices, directions, writs, injunctions,
judgments, decrees or other requirements or official directive of any court of competent authority
or of any competent governmental authority or Person acting under the authority of any court of
competent authority or of any competent governmental authority of the Republic of India, whether
in effect on the date of this Agreement or thereafter.

Charter Documents: shall refer to the Memorandum of Association and Articles of

Association of the Company.

Conversion Amount: the said amount of Loan (as defined under point 2) shall be
converted into equity shares at the Fair Market Value (FMV)
upon the occurrence of conversion event.

Conversion Shares: Equity shares in the share capital of the Borrower to be

issued to the Lender.

Conversion Events The Loan shall be converted into equity shares upon the
earlier of occurrence any of the following events (each, a
“Conversion event”):

I. Issuance of a notice of conversion by the borrower for

exercise of the conversion during the term of the Loan
Or

(i) End of Repayment term

Fully Diluted Capitalization: the number of Shares on a fully-diluted basis, including (i)
conversion or exercise of all securities convertible into or
exercisable for Shares, and (ii) exercise of all outstanding
options to purchase Shares under a stock option plan or
otherwise, but excluding, for this purpose, the conversion
contemplated by any Loan Convertibles;

Loan Convertibles: the convertible loan agreements entered or to be entered

into by the Borrower with lenders with identical terms and
on the same form as set forth herein, except that the loan
amount and date of issuance may differ;

Shares: Equity shares in the share capital of the Borrower;

Maturity Period: 12 months following the date of signing of this Agreement;

Valuation Cap: To be decided at the time of conversion of loan into equity

 shares

Event of Default:
the following situations shall result in an event of default:

1.1.1.if the Borrower fails to properly or timely

perform one or more of its obligations
pursuant to this Agreement vis-à-vis the
Lender and has not remedied such failure
after reasonable notice of at least 30 days;

1.1.2. if the Borrower is declared bankrupt, files a

petition for the suspension of payment, files
for its own bankruptcy or is subject to other
insolvency proceedings; or

1.1.3.in the event an attachment is levied on

material part of the assets of the Borrower
and not withdrawn within reasonable period
of 30 days.

2. THE LOAN

The Lender hereby agrees to grant the Borrower a loan in the amount of Rs. 3,00,000/- (Rupees
Three Lacs only) (hereinafter referred to as the “Loan”).

The Lender shall make the Loan available to the Borrower within 15 days after the signing of this
Agreement by payment into the Borrower’s bank account with HDFC Bank Ltd and Bank account
number 50200052917854, or into any other bank account as specified for that purpose by the
Borrower.

3. INTEREST

Lender shall not get entitled to any Interest upon repayment of the Loan or at conversion.

4. CONVERSION

Upon occurrence of earlier of any conversion event either (i) Issuance of a notice of conversion by
the borrower for exercise of the conversion during the term of the Loan or (ii) End of Repayment
term.

The Borrower shall as soon as possible, after the event that triggered the conversion, by execution
of a notarial deed of issue procure that the relevant Conversion Shares will be issued to the Lender.

The number of Conversion Shares shall be rounded down to the nearest whole number. The part of
the Conversion Amount that will not be converted into Shares because of the aforementioned
rounding, will be paid in cash back to the Lender before issuing the Shares to the Lender.

The issue price for the Conversion Shares shall be paid by way of set-off against the Conversion
Amount. In the event such payment by way of set-off is higher than the nominal value of the
 Conversion Shares, the remainder shall be considered share premium.

5. SHAREHOLDERS AGREEMENT

The Lender understands and agrees that prior to or coinciding with the moment of conversion, the
Lender shall adhere to the Borrower’s Shareholders Agreement, if there is one in place.

6. REPAYMENT

The Borrower reserves the option to either convert the Conversion Amount into Conversion Shares
or to repay the Loan during the term of this Agreement.

The Loan shall become fully and immediately due and payable upon request of the Lender upon the
occurrence of an Event of Default.

7. WARRANTIES

In connection with the transactions provided for under this Agreement, the Borrower hereby
represents and warrants to the Lender that:

7.1.1.The Borrower is a company duly organized and validly existing under the laws of India and
having all requisite corporate power and authority to carry out its business as now
conducted;

7.1.2.all corporate actions have been taken on the part of the Borrower, its directors and
shareholders, which are necessary for the authorization, execution and issuance of this
Loan, which shall constitute a valid and legally binding obligation on the side of the
Borrower and therefore enforceable against the latter in accordance with its terms;

7.1.3.the Borrower has provided to the Lender any information which is material to a lender
granting a (convertible) loan, and that this information is true, accurate and not
misleading;

7.1.4.all intellectual property rights which are, or are likely to be, material to the business of the
Borrower are, comprehensively and free of encumbrances, vested in the Borrower.

8. COVENANTS

As long as the Borrower has any outstanding obligations vis-a-vis the Lender pursuant to this
Agreement, the Borrower shall:

8.1.1.provide the Lender with a copy of its financial statements, including a balance sheet,
profit-and-loss account and explanatory notes in respect of the said financial year, as soon
as these are available, and in any event within 6 months following the end of the financial
year;

8.1.2.upon request by the Lender, provide the Lender with all relevant information the Lender
may reasonably require with respect to this loan.
9. CONFIDENTIALITY

All Confidential Information concerning the Borrower and each of the parties, disclosed by one
party to the other party or the Company (whether oral, written or embodied in any other form)
together with this agreement's existence and its terms, are confidential and will only be disclosed
by a party:

i) After having obtained the written consent of the other Party, such consent not
unreasonably withheld;

ii) On a confidential basis to an officer, employee, or professional adviser, for the purpose and
within the scope of the duties of the latter;

iii) As required by applicable law or any court or governmental agency, after consulting with
the other Party to the extent reasonably possible about the form and content of the
disclosure; or

iv) As required in connection with the implementation and enforcement of this agreement.

10. MISCELLANEOUS

This Agreement, the documents referred to or incorporated in it, and the agreements resulting
therefrom constitute the whole agreement between the Parties relating to the Loan, and supersede
any prior arrangements, understandings or agreements between them, oral or written, explicit or
implied, in relation to the subject-matter hereby covered.

If any (or part of any) provision of this Agreement is found to be invalid, unenforceable or illegal by
a competent court, the rest of the provisions of this Agreement shall remain in force. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some part of it were
deleted or modified, that provision shall apply with whatever modification is necessary to give full
effect to the intention of the Parties.

Any notice to be given by a Party pursuant to this Agreement shall be in writing (including by e-
mail) and shall be sent to the address of the applicable Party as set out in the preamble to this
Agreement. Each Party may change its address by giving notice to the other Party.

This Agreement may only be amended by agreement of both Parties in writing.

This Agreement shall be governed and construed in accordance with the laws of India. The Parties
agree that the courts in Uttar Pradesh, India will have the exclusive jurisdiction with respect to any
matter connected with this Agreement.

The Parties have executed this Agreement on the day and date first written above.

For Mudita Strat-Aegis Consultants Private Limited Mr. Ravi Ramarao

(Borrower) (Lender)

.......................
Mr. Satish Chandra KVP ..... ....................
Designation: Director