COMPREHENSIVE CONVERTIBLE NOTE AGREEMENT

THIS CONVERTIBLE NOTE AGREEMENT ("Agreement") is executed on

this _______ day of ____________, 2025 ("Execution Date") at
________________, by and between:

PARTIES TO THE AGREEMENT:

1. THE INVESTOR:

Mr./Ms. _________________________, son/daughter of

_________________________, bearing Permanent Account Number
_________________, currently residing at
_________________________________________________ ("Investor", which
expression shall, unless excluded by or repugnant to the context or
meaning thereof, mean and include his/her heirs, successors, executors,
administrators, legal representatives, and permitted assigns);

2. THE COMPANY:

_________________________ PRIVATE LIMITED, a company duly

incorporated and validly existing under the provisions of the Companies
Act, 2013, having its registered office at
_________________________________________________ and bearing Corporate
Identity Number (CIN) _________________ ("Company", which expression
shall, unless excluded by or repugnant to the context or meaning thereof,
mean and include its successors-in-interest, permitted assigns, and any
entity resulting from amalgamation, merger, or reconstruction);

3. THE PROMOTER FOUNDERS:

Founder 1: Mr./Ms. _________________________, son/daughter of

_________________________, bearing Permanent Account Number
_________________, currently residing at
_________________________________________________ ("Founder 1");

Founder 2: Mr./Ms. _________________________, son/daughter of

_________________________, bearing Permanent Account Number
_________________, currently residing at
_________________________________________________ ("Founder 2");

(Each of Founder 1 and Founder 2 shall hereinafter be referred to

individually as a "Founder" and collectively as "Founders" or
"Promoters")

Each of the Investor, Company, and Founders shall hereinafter be referred

to individually as a "Party" and collectively as "Parties".

RECITALS AND BACKGROUND:

WHEREAS:

A. The Company is a bona fide start-up company duly recognized and

certified by the Department for Promotion of Industry and Internal Trade
(DPIIT), Ministry of Commerce and Industry, Government of India, bearing
Start-up India Recognition Certificate Number _________________ and is
eligible for benefits under the Start-up India scheme;

B. The Company is lawfully engaged in the business of

_________________________ ("Business") and has demonstrated substantial
potential for growth and scalability in its market segment;

C. The Investor, being a person of sound financial standing and business

acumen, is desirous of making a strategic investment in the Company
through the mechanism of a convertible note instrument, subject to the
terms, conditions, covenants, and stipulations hereinafter set forth;

D. The Founders, being the promoters and key managerial personnel of

the Company, are committed to the growth and success of the Company
and are willing to provide necessary representations, warranties, and
covenants to facilitate the investment;

E. The Parties wish to enter into this Agreement to comprehensively

document their mutual rights, obligations, duties, liabilities, and
understandings with respect to the proposed investment and the ongoing
relationship between the Parties;

F. This Agreement is intended to be legally binding and enforceable in

accordance with the laws of India and specifically complies with the
provisions of the Companies Act, 2013, and rules made thereunder;

NOW THEREFORE, in consideration of the mutual covenants,

agreements, representations, warranties, and undertakings contained
herein and for other good and valuable consideration, the receipt,
adequacy, and sufficiency of which are hereby acknowledged by each
Party, the Parties agree as follows:

ARTICLE 1: DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

The following terms shall have the meanings ascribed to them below, and
such meanings shall be equally applicable to both the singular and plural
forms of such terms:

"Act" means the Companies Act, 2013 (18 of 2013), as amended,

modified, or re-enacted from time to time, including all rules, regulations,
notifications, circulars, and clarifications issued thereunder;
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, such Person, where "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through ownership of
voting securities, by contract, or otherwise;

"Applicable Laws" means all applicable laws, statutes, acts, ordinances,

rules, regulations, notifications, circulars, guidelines, policies, codes,
decrees, orders, judgments, injunctions, writs, notices, directives, or
binding agreements issued, promulgated, passed, or entered into by any
Governmental Authority having jurisdiction over the subject matter,
including but not limited to the Companies Act, 2013, Foreign Exchange
Management Act, 1999, Income Tax Act, 1961, and Securities and
Exchange Board of India regulations;

"Business Day" means any day other than Saturday, Sunday, or any day
which is declared as a public holiday or bank holiday in India by the
Government of India or the Reserve Bank of India;

"Closing" means the completion of all conditions precedent and the

issuance and delivery of the Note to the Investor pursuant to the terms of
this Agreement;

"Closing Date" means the date on which the Closing occurs, which shall
be no later than [___] Business Days after the satisfaction of all conditions
precedent to the Closing;

"Confidential Information" means all non-public, proprietary,

confidential, or trade secret information of whatever nature, whether
written, oral, electronic, visual, or in any other form, disclosed by one
Party to another Party, including but not limited to technical data,
business plans, financial information, customer lists, supplier information,
know-how, processes, and marketing strategies;

"Conversion Event" means any of the following events: (a) A Qualified

Investment Transaction; (b) A Liquidity Event; (c) The occurrence of the
Maturity Date; (d) An Event of Default (at the sole option and discretion of
the Investor); (e) Upon the mutual written agreement of all Parties;

"Designated Bank Account" means the bank account of the Company

maintained with a scheduled commercial bank in India with the following
details:

 Account Number: _________________

 Bank Name: _________________

  Branch Address: _________________

 IFSC Code: _________________

 Account Holder Name: _________________

"Equity Shares" means fully paid-up equity shares of face value INR [___]
each of the Company, carrying voting rights and dividend rights as per the
Memorandum and Articles of Association of the Company;

"Event of Default" means any of the following events: (a) Material

breach of any provision of this Agreement by the Company or any
Founder, which breach is not cured within thirty (30) days after written
notice thereof; (b) Commencement of insolvency, bankruptcy, liquidation,
or winding up proceedings against the Company under the Insolvency and
Bankruptcy Code, 2016, or any other applicable law; (c) Material adverse
change in the Company's business, operations, financial condition, or
prospects; (d) Failure to convert the Note upon occurrence of a Conversion
Event within the stipulated timeframe; (e) Breach of any representation,
warranty, or covenant made herein that remains uncured for thirty (30)
days after written notice; (f) Suspension or cancellation of the Company's
Start-up India registration; (g) Any attachment, garnishment, or levy upon
the Company's assets exceeding INR 10,00,000;

"Governmental Authority" means any government, governmental or

regulatory department, commission, board, bureau, agency, or
instrumentality, or any court, tribunal, arbitrator, or other adjudicating
body, in each case whether central, state, or local, having jurisdiction over
the subject matter;

"Liquidity Event" means: (a) Any merger, consolidation, amalgamation,

or reorganization of the Company with or into any other entity; (b) Any
sale, lease, license, transfer, or other disposition of all or substantially all
of the assets of the Company; (c) Any dissolution, liquidation, or winding
up of the Company; (d) Any transaction or series of transactions resulting
in a change of control of the Company; (e) Any initial public offering of the
Company's securities;

"Lock-in Period" means a period of three (3) years from the Closing Date
during which the Investor shall not be permitted to transfer, sell, assign,
or otherwise dispose of the Note or any Equity Shares issued upon
conversion thereof, except as expressly provided in this Agreement;

"Material Adverse Effect" means any change, event, occurrence, or

condition that, individually or in the aggregate, has had or would
reasonably be expected to have a material adverse effect on the business,
operations, financial condition, assets, liabilities, or prospects of the
Company;

"Maturity Date" means the date that is twelve (12) years from the
Closing Date, subject to extension upon mutual written agreement of the
Parties;

"Note" means the convertible promissory note instrument issued by the

Company to the Investor pursuant to this Agreement, evidencing the
Company's obligation to pay the Note Amount plus accrued interest;

"Note Amount" means INR _________________ (Indian Rupees

_________________ Only), being the principal amount of the Note;

"Person" means any individual, sole proprietorship, partnership, limited

liability partnership, company, corporation, association, trust,
unincorporated organization, or other entity;

"Qualified Investment Transaction" means a transaction wherein the

Company raises equity financing of at least INR 1,00,00,00,000 (Indian
Rupees One Hundred Crores Only) from one or more institutional investors
or venture capital funds in a single round or series of related transactions
within a period of twelve (12) months;

"Valuation Cap" means INR 15,00,00,000 (Indian Rupees Fifteen Crores

Only), being the maximum pre-money valuation of the Company for the
purpose of conversion calculations;

1.2 Interpretation

In this Agreement, unless the context otherwise requires: (a) References

to statutes, acts, regulations, or other legal provisions shall include all
amendments, modifications, and re-enactments thereof; (b) Words
importing the singular number shall include the plural and vice versa; (c)
Words importing the masculine gender shall include the feminine and
neuter genders; (d) The headings are for convenience only and shall not
affect the interpretation of this Agreement; (e) References to "includes" or
"including" shall be construed without limitation;

ARTICLE 2: SUBSCRIPTION AND ISSUANCE OF THE CONVERTIBLE

NOTE

2.1 Subscription and Agreement to Issue

Subject to the terms, conditions, representations, warranties, and

covenants contained in this Agreement, the Investor hereby agrees to
subscribe to the Note for the Note Amount, and the Company hereby
agrees to issue and deliver the Note to the Investor upon the terms and
conditions set forth herein.
2.2 Payment of Note Amount

On or before the Closing Date, the Investor shall pay the Note Amount to
the Company by wire transfer, real-time gross settlement (RTGS), or other
immediately available funds to the Designated Bank Account. The
Company shall issue a receipt acknowledging the payment of the Note
Amount.

2.3 Issuance and Delivery of Note

Upon receipt and clearance of the Note Amount in the Designated Bank
Account, the Company shall issue and deliver the Note to the Investor in
the form attached hereto as Schedule A, duly executed by the authorized
representatives of the Company.

2.4 Interest Rate and Payment Terms

The Note shall bear interest at the rate of fifteen percent (15%) per
annum, calculated on a simple interest basis, payable quarterly in
advance on the first Business Day of each quarter, commencing from the
quarter immediately following the Closing Date. The Company may, at its
sole discretion, capitalize such interest and add it to the principal amount
of the Note.

2.5 Nature of Investment

The Parties expressly acknowledge and agree that: (a) The Note Amount
does not constitute a deposit within the meaning of Sections 73 to 76 of
the Act or the Companies (Acceptance of Deposits) Rules, 2014; (b) The
Note represents a genuine commercial transaction and investment in the
Company; (c) The investment is made with the expectation of capital
appreciation and business growth;

2.6 Conditions Precedent to Closing

The obligation of the Investor to subscribe to the Note is subject to the

satisfaction of the following conditions precedent: (a) Execution of this
Agreement by all Parties; (b) Receipt of board resolution of the Company
approving the issuance of the Note; (c) Completion of satisfactory due
diligence by the Investor; (d) Delivery of all corporate documents and
certificates as may be required by the Investor; (e) Compliance with all
applicable regulatory requirements;

ARTICLE 3: CONVERSION OF THE NOTE

3.1 Conversion Events

The Note shall be convertible into Equity Shares of the Company upon the
occurrence of any Conversion Event, subject to the terms and conditions
set forth herein.

3.2 Conversion Mechanism and Pricing

(a) Qualified Investment Transaction: Upon the occurrence of a

Qualified Investment Transaction, the Note (including all accrued and
unpaid interest) shall automatically convert into Equity Shares at the
lower of: (i) The price per share determined by dividing the Valuation Cap
by the total number of fully diluted shares of the Company immediately
prior to such conversion (calculated on an as-converted basis); or (ii) The
price per share paid by investors in the Qualified Investment Transaction,
subject to a discount of twenty percent (20%) in favor of the Investor;

(b) Liquidity Event: Upon the occurrence of a Liquidity Event, the

Investor may, at its sole option and discretion, elect to: (i) Convert the
Note into Equity Shares at the Valuation Cap; or (ii) Receive payment in
cash equal to the Note Amount plus all accrued and unpaid interest;

(c) Maturity Date: If the Note has not been converted prior to the
Maturity Date, the Company shall, at the option of the Investor, either: (i)
Repay the Note Amount plus all accrued and unpaid interest; or (ii) Issue
Equity Shares at the Valuation Cap;

(d) Event of Default: Upon the occurrence of an Event of Default, the

Investor may, at its sole option, convert the Note into Equity Shares at a
fifty percent (50%) discount to the Valuation Cap;

3.3 Conversion Procedure

The conversion of the Note shall be effected as follows: (a) The Investor
shall deliver a written conversion notice to the Company in the form
attached as Schedule B; (b) The Company shall, within fifteen (15)
Business Days, allot and issue the requisite number of Equity Shares to
the Investor; (c) The Company shall make all necessary entries in its
register of members and other statutory books and records; (d) The
Company shall deliver share certificates to the Investor within thirty (30)
days of conversion;

3.4 Fractional Shares

No fractional shares shall be issued upon conversion of the Note. Any

fractional interest shall be rounded up to the nearest whole share in favor
of the Investor.

3.5 Regulatory Compliance

All conversions shall be subject to compliance with applicable laws,
including but not limited to the provisions of the Act, FEMA regulations,
and any other regulatory requirements.

ARTICLE 4: COMPREHENSIVE RIGHTS AND OBLIGATIONS

4.1 Investor Rights and Privileges

The Investor shall be entitled to the following rights and privileges:

(a) Information Rights:

The Company shall provide the Investor with: (i) Monthly management
accounts and financial statements prepared in accordance with applicable
accounting standards; (ii) Quarterly business updates including key
performance indicators and metrics; (iii) Annual audited financial
statements certified by a chartered accountant; (iv) Immediate written
notice of any material developments, events, or circumstances affecting
the Company; (v) Access to all material contracts, agreements, and legal
documents; (vi) Budget and business plan updates on a quarterly basis;

(b) Inspection and Audit Rights:

The Investor shall have the right to: (i) Inspect the Company's books,
records, accounts, and facilities during normal business hours upon
reasonable prior notice; (ii) Conduct annual audits of the Company's
financial position and operations; (iii) Engage independent professionals to
verify the Company's compliance with this Agreement;

(c) Consent Rights:

The Investor's prior written consent shall be required for: (i) Any
amendment to the Company's Memorandum and Articles of Association;
(ii) Declaration or payment of dividends or other distributions to
shareholders; (iii) Incurrence of debt or borrowings exceeding INR
50,00,000 in the aggregate; (iv) Any merger, amalgamation, acquisition,
or sale of substantial assets; (v) Any material change in the nature or
scope of the Company's business; (vi) Appointment or removal of key
managerial personnel; (vii) Any related party transactions exceeding INR
10,00,000; (viii) Creation of any security interest over the Company's
assets;

(d) Anti-Dilution Protection:

The Investor shall be entitled to: (i) Participate in future equity financing
rounds to maintain its percentage ownership; (ii) Receive weighted
average anti-dilution protection in case of down rounds; (iii) Tag-along
rights in case of sale of shares by Founders;
(e) Board Representation:

Upon conversion of the Note, the Investor shall be entitled to nominate

one (1) director to the Board of Directors of the Company, subject to
applicable laws.

4.2 Company Obligations and Covenants

The Company hereby undertakes and covenants to:

(a) Regulatory Compliance:

(i) Maintain all necessary licenses, permits, registrations, and approvals

required for its business operations; (ii) Comply with all Applicable Laws,
including but not limited to the Act, FEMA, Income Tax Act, and labor laws;
(iii) File all statutory returns and documents within prescribed time limits;
(iv) Maintain its Start-up India registration and comply with associated
conditions;

(b) Corporate Governance:

(i) Maintain proper books of accounts and statutory records as required

under the Act; (ii) Hold regular board meetings and general meetings as
per statutory requirements; (iii) Implement appropriate internal controls
and risk management systems; (iv) Maintain adequate insurance
coverage for its business operations and key personnel;

(c) Operational Excellence:

(i) Use the Note Amount solely for legitimate business purposes as
disclosed to the Investor; (ii) Maintain the confidentiality of all proprietary
information and trade secrets; (iii) Protect and maintain all intellectual
property rights owned or licensed by the Company; (iv) Ensure continuity
of key management personnel and operations;

(d) Financial Management:

(i) Maintain separate bank accounts for business operations; (ii) Engage
qualified chartered accountants for audit and compliance matters; (iii)
Implement proper financial controls and reporting systems; (iv) Avoid any
transactions that may result in a Material Adverse Effect;

4.3 Founder Obligations and Restrictive Covenants

Each Founder hereby undertakes and covenants to:

(a) Non-Compete and Non-Solicitation:

(i) Not engage, directly or indirectly, in any business that is competitive

with or similar to the Company's business during the term of this
Agreement and for a period of three (3) years thereafter; (ii) Not solicit,
induce, or attempt to hire any employees, consultants, or advisors of the
Company; (iii) Not interfere with the Company's relationships with
customers, suppliers, or business partners;

(b) Confidentiality and IP Protection:

(i) Maintain absolute confidentiality of all proprietary information, trade

secrets, and know-how of the Company; (ii) Assign all intellectual property
rights developed in connection with the Company's business to the
Company; (iii) Execute all necessary documents to perfect the Company's
ownership of intellectual property;

(c) Key Man Insurance and Commitment:

(i) Obtain and maintain key man insurance policies with the Company as
beneficiary for amounts not less than INR 2,00,00,000 each; (ii) Devote
full time and attention to the Company's business and affairs; (iii) Not
undertake any other business activities without the Company's prior
written consent;

(d) Equity Lock-in:

(i) Subject their equity holdings in the Company to lock-in restrictions for a
period of four (4) years from the Closing Date; (ii) Provide right of first
refusal to the Company and Investor for any proposed transfer of their
equity holdings;

ARTICLE 5: COMPREHENSIVE REPRESENTATIONS AND

WARRANTIES

5.1 Company Representations and Warranties

The Company hereby represents and warrants to the Investor that:

(a) Corporate Status and Authority:

(i) It is a private limited company duly incorporated, validly existing, and

in good standing under the laws of India; (ii) It has full corporate power
and authority to enter into this Agreement and perform its obligations
hereunder; (iii) The execution and performance of this Agreement have
been duly authorized by all necessary corporate action; (iv) This
Agreement constitutes a valid, binding, and enforceable obligation of the
Company;

(b) Business and Operations:

(i) It is lawfully engaged in the Business and holds all necessary licenses
and permits; (ii) There has been no Material Adverse Effect on its
business, operations, or financial condition; (iii) All material contracts and
agreements are in full force and effect; (iv) It has good and marketable
title to all its assets, free from any liens or encumbrances;

(c) Financial Matters:

(i) Its financial statements fairly present its financial position and have
been prepared in accordance with applicable accounting standards; (ii) It
has no undisclosed liabilities or contingent obligations; (iii) All tax
obligations have been properly computed, filed, and paid; (iv) It maintains
adequate insurance coverage for its business operations;

(d) Legal Compliance:

(i) It is in compliance with all Applicable Laws; (ii) There are no pending or
threatened legal proceedings against it; (iii) It has not violated any laws or
regulations; (iv) It maintains all necessary intellectual property rights for
its business;

(e) Start-up Status:

(i) It is duly registered under the Start-up India scheme and maintains
such registration; (ii) It meets all eligibility criteria for start-up benefits and
incentives; (iii) It has complied with all conditions and requirements of the
Start-up India registration;

5.2 Founder Representations and Warranties

Each Founder hereby represents and warrants to the Investor that:

(a) Personal Capacity:

(i) He/she has full legal capacity and authority to enter into this
Agreement; (ii) The execution of this Agreement has been duly authorized
and does not violate any other agreement; (iii) There are no conflicts of
interest with existing agreements or obligations;

(b) Disclosure and Accuracy:

(i) All information provided to the Investor is true, accurate, and complete;
(ii) No material facts have been omitted or misrepresented; (iii) He/she
has disclosed all potential conflicts of interest;

(c) Legal Standing:

(i) He/she is not subject to any non-compete, non-solicitation, or similar

restrictive covenants; (ii) He/she has not been involved in any criminal or
regulatory proceedings; (iii) He/she has good standing with all professional
and regulatory bodies;

5.3 Investor Representations and Warranties

The Investor hereby represents and warrants to the Company that:

(a) Investment Capacity:

(i) He/she has full legal capacity and authority to enter into this
Agreement; (ii) The Note Amount has been obtained from legitimate
sources and is free from any claims; (iii) He/she has adequate financial
resources to make the investment;

(b) Investment Understanding:

(i) He/she understands the risks associated with the investment in the
Company; (ii) He/she has conducted independent due diligence on the
Company; (iii) He/she is an accredited investor under applicable securities
laws;

(c) Regulatory Compliance:

(i) The investment complies with all applicable laws, including anti-money
laundering regulations; (ii) He/she has obtained all necessary approvals
and consents for the investment; (iii) He/she will comply with all
applicable laws in connection with the investment;

ARTICLE 6: DETAILED COVENANTS

6.1 Affirmative Covenants of the Company

The Company hereby covenants and agrees to:

(a) Corporate Maintenance:

(i) Maintain its corporate existence and good standing under applicable
laws; (ii) Maintain its registered office and principal place of business in
India; (iii) Keep its corporate books and records current and accurate; (iv)
Hold all required meetings of shareholders and directors;

(b) Business Operations:

(i) Conduct its business in accordance with good commercial practices and
industry standards; (ii) Maintain adequate staffing and management
resources; (iii) Implement appropriate quality control and customer
service standards; (iv) Continuously improve its products, services, and
market position;

(c) Financial Management:

(i) Maintain adequate books of accounts and financial records; (ii) Engage
qualified professionals for accounting, audit, and tax matters; (iii)
Implement proper internal controls and risk management systems; (iv)
Maintain adequate working capital for business operations;
(d) Compliance and Reporting:

(i) Comply with all Applicable Laws and regulatory requirements; (ii)
Maintain all necessary licenses, permits, and registrations; (iii) Provide
timely and accurate reporting to the Investor; (iv) Notify the Investor
immediately of any material developments;

(e) Strategic Objectives:

(i) Use best efforts to achieve business milestones and objectives; (ii)
Pursue growth opportunities and market expansion; (iii) Maintain
competitive position in the market; (iv) Develop and protect intellectual
property assets;

6.2 Negative Covenants of the Company

The Company hereby covenants and agrees not to:

(a) Financial Restrictions:

(i) Incur debt or borrowings exceeding INR 50,00,000 without prior written
consent of the Investor; (ii) Make any distributions, dividends, or other
payments to shareholders; (iii) Create any security interests over its
assets without Investor consent; (iv) Enter into any guarantee or
indemnity arrangements exceeding INR 25,00,000;

(b) Operational Restrictions:

(i) Dispose of any material assets without prior written consent of the
Investor; (ii) Enter into any material contracts or agreements without
Investor consent; (iii) Change its business model, strategy, or core
operations without Investor consent; (iv) Engage in any activities outside
the scope of its stated business;

(c) Corporate Restrictions:

(i) Amend its charter documents without prior written consent of the
Investor; (ii) Issue any securities without complying with anti-dilution
provisions; (iii) Engage in any related party transactions without Investor
consent; (iv) Make any changes to key management personnel without
Investor consent;

ARTICLE 7: ENHANCED LOCK-IN PROVISIONS

7.1 Lock-in Period and Restrictions

The Investor agrees that for a period of three (3) years from the Closing
Date ("Lock-in Period"), the Investor shall not, directly or indirectly,
transfer, sell, assign, pledge, hypothecate, or otherwise dispose of the
Note or any Equity Shares issued upon conversion thereof, except as
expressly permitted herein.

7.2 Permitted Transfers

Notwithstanding Section 7.1, the Investor may transfer the Note or Equity
Shares in the following circumstances: (a) To an Affiliate of the Investor,
provided such Affiliate agrees to be bound by the terms of this Agreement;
(b) Upon the occurrence of a Liquidity Event; (c) With the prior written
consent of the Company and all Founders; (d) Pursuant to a court order or
legal requirement; (e) In connection with a bona fide third-party financing
transaction approved by the Company; (f) To a venture capital fund or
institutional investor with the Company's consent;

7.3 Transfer Procedures

Any permitted transfer shall be subject to: (a) Compliance with applicable
securities laws and regulations; (b) Execution of appropriate transfer
documents; (c) Payment of applicable stamp duty and registration fees;
(d) Consent of the Company's board of directors where required;

7.4 Penalties for Violation

Any attempted transfer in violation of this Article 7 shall be null and void,
and the Investor shall be liable to pay liquidated damages to the Company
equal to twenty percent (20%) of the Note Amount.

ARTICLE 8: LIQUIDATION PREFERENCE AND WATERFALL

8.1 Liquidation Preference

In the event of a Liquidity Event, the distribution of proceeds shall be in

the following order of priority: (a) First, to the Investor, an amount equal to
the greater of: (i) The Note Amount plus all accrued and unpaid interest;
or (ii) The amount the Investor would receive if the Note were converted
into Equity Shares immediately prior to the Liquidity Event; (b) Second, to
other preference shareholders (if any) in accordance with their respective
rights; (c) Third, the remaining proceeds shall be distributed pro rata
among all equity holders based on their respective shareholdings;

8.2 Deemed Liquidation Events

The following events shall be deemed to be Liquidity Events for the

purposes of this Article 8: (a) Any merger or consolidation in which the
Company is not the surviving entity; (b) Any sale of assets representing
more than fifty percent (50%) of the Company's total assets; (c) Any
transaction resulting in the existing shareholders owning less than fifty
percent (50%) of the voting power;
8.3 Drag-Along Rights

If the Founders propose to sell their shares to a third party, they may
require the Investor to participate in such sale on the same terms and
conditions, provided that such sale is approved by the Company's board of
directors.

ARTICLE 9: EVENTS OF DEFAULT AND REMEDIES

9.1 Comprehensive Events of Default

The following shall constitute Events of Default under this Agreement:

(a) Payment Defaults:

(i) Failure to pay interest when due, continuing for fifteen (15) days after
written notice; (ii) Failure to repay the Note Amount on the Maturity Date;
(iii) Failure to make any other payment obligations under this Agreement;

(b) Performance Defaults:

(i) Material breach of any representation, warranty, or covenant contained

herein; (ii) Failure to provide required information or reports to the
Investor; (iii) Failure to maintain corporate existence or good standing;

(c) Insolvency Events:

(i) Commencement of insolvency, bankruptcy, or liquidation proceedings

against the Company; (ii) Assignment for the benefit of creditors; (iii)
Appointment of a receiver, trustee, or similar officer;

(d) Control Events:

(i) Change of control of the Company without Investor consent; (ii)

Material change in the Company's business without Investor consent; (iii)
Suspension or cancellation of Start-up India registration;

(e) Legal Events:

(i) Judgment against the Company exceeding INR 25,00,000; (ii) Violation
of any material law or regulation; (iii) Loss of any material license or
permit;

9.2 Remedies Upon Default

Upon the occurrence of an Event of Default, the Investor may, at its sole
option: (a) Declare the entire Note Amount plus accrued interest
immediately due and payable; (b) Convert the Note into Equity Shares at
a fifty percent (50%) discount to the Valuation Cap; (c) Exercise any other
rights available at law or in equity; (d) Seek specific performance or
injunctive relief; (e) Recover all costs and expenses, including legal fees,
incurred in enforcing its rights;

9.3 Cure Periods

The Company shall have thirty (30) days from receipt of written notice to
cure any Event of Default, except for payment defaults which shall have a
cure period of fifteen (15) days.

ARTICLE 10: CONFIDENTIALITY AND NON-DISCLOSURE

10.1 Confidentiality Obligations

Each Party acknowledges that it may have access to Confidential

Information of the other Parties and agrees to: (a) Hold all Confidential
Information in strict confidence; (b) Not disclose such information to any
third party without prior written consent; (c) Use such information solely
for the purposes of this Agreement; (d) Take reasonable precautions to
protect the confidentiality of such information;

10.2 Exceptions to Confidentiality

The confidentiality obligations shall not apply to information that: (a) Is or

becomes publicly available through no breach of this Agreement; (b) Is
independently developed without use of Confidential Information; (c) Is
rightfully received from a third party without breach of confidentiality; (d)
Is required to be disclosed by law, regulation, or court order;

10.3 Return of Confidential Information

Upon termination of this Agreement or upon request, each Party shall

promptly return or destroy all Confidential Information in its possession or
control.

10.4 Survival

The confidentiality obligations under this Article 10 shall survive the

termination of this Agreement for a period of seven (7) years.

ARTICLE 11: DISPUTE RESOLUTION AND GOVERNING LAW

11.1 Governing Law

This Agreement shall be governed by, construed, and interpreted in

accordance with the laws of India, without regard to conflict of law
principles.

11.2 Jurisdiction and Venue

Subject to the arbitration provisions herein, the courts of [City], India shall
have exclusive jurisdiction over any disputes arising under or in
connection with this Agreement, and the Parties hereby submit to the
exclusive jurisdiction of such courts.

11.3 Mandatory Arbitration

Any dispute, controversy, or claim arising out of, relating to, or in

connection with this Agreement, including any question regarding its
existence, validity, interpretation, performance, breach, or termination,
shall be resolved through binding arbitration in accordance with the
following provisions:

(a) Arbitration Rules:

The arbitration shall be conducted in accordance with the Arbitration and

Conciliation Act, 1996, and the rules of the Indian Council of Arbitration or
such other arbitration institution as may be mutually agreed upon by the
Parties.

(b) Appointment of Arbitrator:

The arbitration shall be conducted by a sole arbitrator mutually agreed

upon by the Parties within thirty (30) days of the commencement of
arbitration proceedings. If the Parties fail to agree on an arbitrator, the
arbitrator shall be appointed by the Indian Council of Arbitration.

(c) Seat and Language:

The seat of arbitration shall be [City], India, and the proceedings shall be
conducted in English.

(d) Expedited Proceedings:

The arbitration proceedings shall be completed within twelve (12) months

from the appointment of the arbitrator, unless extended by mutual
consent of the Parties.

(e) Confidentiality:

All arbitration proceedings shall be confidential, and the Parties shall not
disclose any information relating to the arbitration without prior written
consent.

(f) Costs:

The costs of arbitration shall be borne by the losing Party, unless the
arbitrator determines otherwise.

11.4 Interim Relief

Notwithstanding the arbitration provisions, any Party may seek interim or

injunctive relief from a court of competent jurisdiction to prevent
irreparable harm or preserve the status quo pending the resolution of the
dispute through arbitration.

11.5 Mediation

Prior to initiating arbitration proceedings, the Parties shall attempt to

resolve any dispute through good faith negotiations for a period of sixty
(60) days. If such negotiations fail, the Parties may engage in mediation
facilitated by a mutually agreed mediator.

ARTICLE 12: INDEMNIFICATION

12.1 Company Indemnification

The Company hereby agrees to indemnify, defend, and hold harmless the
Investor from and against any and all losses, damages, liabilities, costs,
and expenses (including reasonable attorneys' fees) arising out of or
resulting from: (a) Any breach of representations, warranties, or covenants
made by the Company or Founders; (b) Any violation of applicable laws by
the Company or Founders; (c) Any third-party claims arising from the
Company's business operations; (d) Any misuse of the Note Amount by
the Company or Founders; (e) Any material misrepresentation or omission
in the information provided to the Investor;

12.2 Founder Indemnification

Each Founder hereby agrees to indemnify, defend, and hold harmless the
Investor and the Company from and against any and all losses, damages,
liabilities, costs, and expenses arising out of or resulting from: (a) Any
breach of representations, warranties, or covenants made by such
Founder; (b) Any violation of non-compete or confidentiality obligations;
(c) Any unauthorized use of Company's confidential information or
intellectual property; (d) Any criminal or fraudulent acts by such Founder;

12.3 Limitations on Indemnification

The indemnification obligations under this Article 12 shall be subject to

the following limitations: (a) The aggregate liability of the Company and
Founders shall not exceed three (3) times the Note Amount; (b) No
indemnification shall be payable for losses arising from the gross
negligence or willful misconduct of the Investor; (c) Claims for
indemnification must be made within three (3) years from the date of
discovery of the relevant facts;

ARTICLE 13: FORCE MAJEURE

13.1 Force Majeure Events

No Party shall be liable for any failure or delay in performing its obligations
under this Agreement if such failure or delay results from circumstances
beyond its reasonable control, including but not limited to: (a) Acts of God,
natural disasters, epidemics, or pandemics; (b) War, terrorism, civil unrest,
or government actions; (c) Labor strikes, lockouts, or other industrial
disputes; (d) Failure of transportation, telecommunications, or power
systems; (e) Changes in applicable laws or regulations;

13.2 Notice and Mitigation

A Party claiming force majeure shall: (a) Promptly notify the other Parties
in writing of the force majeure event; (b) Use reasonable efforts to
mitigate the effects of the force majeure event; (c) Resume performance
as soon as reasonably practicable;

13.3 Termination for Extended Force Majeure

If a force majeure event continues for more than six (6) months, any Party
may terminate this Agreement upon thirty (30) days' written notice to the
other Parties.

ARTICLE 14: MISCELLANEOUS PROVISIONS

14.1 Amendments and Modifications

This Agreement may be amended, modified, or supplemented only by a

written instrument executed by all Parties. Any purported amendment or
modification not in compliance with this provision shall be null and void.

14.2 Notices

All notices, requests, demands, and other communications required or

permitted under this Agreement shall be in writing and shall be deemed to
have been duly given if: (a) Delivered personally to the recipient; (b) Sent
by registered mail, return receipt requested, to the address set forth in
this Agreement; (c) Sent by email with read receipt confirmation to the
email addresses provided by the Parties; (d) Delivered by a recognized
courier service with proof of delivery;

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or

unenforceable by a court of competent jurisdiction, such provision shall be
deemed severed from this Agreement, and the remaining provisions shall
continue in full force and effect to the maximum extent permitted by law.

14.4 Entire Agreement

This Agreement, together with all schedules, exhibits, and attachments

hereto, constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations, and discussions, whether oral or written.

14.5 Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Electronic signatures and
digitally signed documents shall be deemed to have the same legal effect
as original signatures.

14.6 Assignment and Transfer

This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. However,
no Party may assign, transfer, or delegate its rights or obligations under
this Agreement without the prior written consent of all other Parties,
except as expressly permitted herein.

14.7 Waiver

No waiver of any provision of this Agreement shall be deemed to be a

continuing waiver or a waiver of any other provision, and no failure to
exercise any right or remedy shall be deemed to be a waiver of such right
or remedy. Any waiver must be in writing and signed by the Party against
whom the waiver is sought to be enforced.

14.8 Survival of Provisions

The representations, warranties, covenants, and indemnification

obligations contained in this Agreement shall survive the execution and
delivery of this Agreement, the issuance of the Note, and any conversion
of the Note into Equity Shares.

14.9 Further Assurances

Each Party agrees to execute and deliver such additional documents and
instruments and to take such further actions as may be reasonably
necessary or desirable to effectuate the purposes and intent of this
Agreement.

14.10 Compliance with Applicable Laws

Each Party shall comply with all applicable laws, rules, and regulations in
connection with the performance of its obligations under this Agreement,
including but not limited to: (a) The Companies Act, 2013, and rules made
thereunder; (b) Foreign Exchange Management Act, 1999, and regulations
made thereunder; (c) Income Tax Act, 1961, and rules made thereunder;
(d) Securities and Exchange Board of India regulations; (e) Anti-money
laundering and know-your-customer regulations;

14.11 Tax Implications

Each Party acknowledges that it has been advised to consult with its own
tax advisors regarding the tax implications of this Agreement and the
transactions contemplated hereby. Each Party shall be responsible for its
own tax liabilities arising from this Agreement.

14.12 Relationship of Parties

Nothing in this Agreement shall be construed to create a partnership, joint

venture, agency, or employment relationship between the Parties. Each
Party shall remain an independent contractor with respect to the other
Parties.

14.13 Publicity and Disclosure

No Party shall make any public announcement or disclosure regarding this

Agreement or the transactions contemplated hereby without the prior
written consent of all other Parties, except as may be required by
applicable laws or regulations.

14.14 Time of Essence

Time is of the essence in the performance of all obligations under this

Agreement.

14.15 Construction

This Agreement shall be construed fairly as to all Parties and not in favor
of or against any Party, regardless of which Party drafted the Agreement.
The Parties acknowledge that they have had the opportunity to review this
Agreement with their respective legal counsel.

EXECUTION AND ATTESTATION

IN WITNESS WHEREOF, the Parties have executed this Agreement on

the date first written above.

THE INVESTOR:

[Name] Date: ___________

THE COMPANY:

[COMPANY NAME] PRIVATE LIMITED

[Name] Director Date: ___________

FOUNDER 1:

[Name] Date: ___________

FOUNDER 2:

[Name] Date: ___________

WITNESSES:

Witness 1:

Name: Address: Date: ___________

Witness 2:

Name: Address: Date: ___________

SCHEDULE A: CONVERTIBLE NOTE CERTIFICATE

CONVERTIBLE NOTE CERTIFICATE

Certificate No.: ___________

Date: ___________

THIS IS TO CERTIFY that _________________________ ("Holder") is the

registered holder of a Convertible Promissory Note (the "Note") of
[COMPANY NAME] PRIVATE LIMITED ("Company") in the principal
amount of INR _________________ (Indian Rupees _________________
Only), bearing interest at fifteen percent (15%) per annum, payable
quarterly in advance, subject to the terms and conditions set forth in the
Convertible Note Agreement dated _______, 2025, between the Company
and the Holder.

CONVERSION TERMS: This Note is convertible into fully paid-up Equity

Shares of the Company in accordance with the conversion mechanism set
forth in the Convertible Note Agreement. The conversion shall be subject
to a Valuation Cap of INR 15,00,00,000 (Indian Rupees Fifteen Crores
Only).

TRANSFER RESTRICTIONS: This Note is subject to transfer restrictions

and a lock-in period of three (3) years from the date of issuance as set
forth in the Convertible Note Agreement.

MATURITY: This Note has a maturity date of twelve (12) years from the
date of issuance, unless earlier converted or redeemed in accordance with
the terms of the Convertible Note Agreement.

GOVERNING LAW: This Note is issued under and pursuant to the

provisions of the Companies Act, 2013, and is governed by the laws of
India.

COMPANY UNDERTAKING: The Company hereby undertakes to perform

all obligations under the Convertible Note Agreement and to honor all
rights of the Holder as set forth therein.

IN WITNESS WHEREOF, the Company has caused this Certificate to be

executed by its duly authorized officer and affixed with its common seal.

[COMPANY NAME] PRIVATE LIMITED

By: _________________________
Name: [Name]
Title: Director
Date: ___________

[COMPANY SEAL]

SCHEDULE B: FORM OF CONVERSION NOTICE

CONVERSION NOTICE

TO: [Company Name] Private Limited

FROM: [Investor Name]
DATE: ___________

RE: Conversion of Convertible Note

The undersigned, as the registered holder of Convertible Note Certificate

No. _______ dated _______, 2025, in the principal amount of INR _______
issued by [Company Name] Private Limited ("Company"), hereby
exercises the right to convert the Note into Equity Shares of the Company
pursuant to the terms of the Convertible Note Agreement dated _______,
2025.

CONVERSION DETAILS:
  Note Amount: INR _______

 Accrued Interest: INR _______

 Total Amount to be Converted: INR _______

 Applicable Conversion Event: _______

 Conversion Price per Share: INR _______

 Number of Equity Shares to be Issued: _______

 Face Value per Share: INR _______

CONVERSION TRIGGER: This conversion is being effected pursuant to

the occurrence of the following Conversion Event: _______

SURRENDER OF NOTE: The undersigned hereby surrenders the original

Note Certificate and requests the Company to cancel the same upon
issuance of the Equity Shares.

SHARE ISSUANCE REQUEST: The undersigned hereby requests the

Company to:

1. Allot and issue the above-mentioned Equity Shares in the name of

the undersigned;

2. Make necessary entries in the register of members and other

statutory books;

3. Issue share certificates within thirty (30) days of this notice;

4. Provide all necessary documentation evidencing the shareholding;

COMPLIANCE CONFIRMATION: The undersigned confirms that this

conversion complies with all applicable laws and the terms of the
Convertible Note Agreement.

CONTACT INFORMATION: For any clarifications or communications

regarding this conversion, please contact:

 Name: _______

 Address: _______

 Email: _______

 Phone: _______

Date: ___________
[Name of Investor]
Signature

ACKNOWLEDGMENT BY COMPANY:

Received and acknowledged on _______, 2025.

The Company hereby confirms that:

1. The conversion notice is in order and complies with the terms of the
Convertible Note Agreement;

2. The conversion will be processed within fifteen (15) Business Days;

3. Share certificates will be issued within thirty (30) days;

4. All necessary corporate and regulatory compliances will be

completed;

[Name]
Director
[Company Name] Private Limited

[COMPANY SEAL]

SCHEDULE C: DISCLOSURE SCHEDULE

DISCLOSURE SCHEDULE

This Disclosure Schedule is attached to and forms an integral part of the

Convertible Note Agreement dated _______, 2025.

COMPANY DISCLOSURES:

1. CORPORATE INFORMATION:

 Date of Incorporation: _______

 CIN: _______

 Registered Office: _______

 Authorized Share Capital: INR _______

 Paid-up Share Capital: INR _______

 Start-up India Recognition Number: _______

2. BUSINESS INFORMATION:
  Nature of Business: _______

 Key Products/Services: _______

 Target Market: _______

 Revenue Model: _______

 Key Customers: _______

 Key Suppliers: _______

3. FINANCIAL INFORMATION:

 Annual Revenue (Last 3 Years): _______

 Net Profit/Loss (Last 3 Years): _______

 Total Assets: _______

 Total Liabilities: _______

 Bank Account Details: _______

4. LEGAL INFORMATION:

 Pending Litigation: _______

 Material Contracts: _______

 Intellectual Property: _______

 Regulatory Approvals: _______

 Compliance Status: _______

5. MANAGEMENT INFORMATION:

 Key Management Personnel: _______

 Board of Directors: _______

 Shareholding Pattern: _______

 Employee Count: _______

FOUNDER DISCLOSURES:

1. PERSONAL INFORMATION:

 Name: _______

 Address: _______

 PAN: _______

 Educational Qualifications: _______

  Professional Experience: _______

2. SHAREHOLDING INFORMATION:

 Shares Held: _______

 Percentage Holding: _______

 Lock-in Status: _______

 Voting Rights: _______

3. OTHER INTERESTS:

 Other Business Interests: _______

 Directorships: _______

 Potential Conflicts: _______

INVESTOR DISCLOSURES:

1. INVESTMENT INFORMATION:

 Source of Funds: _______

 Investment Experience: _______

 Risk Appetite: _______

 Investment Horizon: _______

2. REGULATORY INFORMATION:

 Accredited Investor Status: _______

 Compliance Certifications: _______

 AML/KYC Status: _______

[This completes the comprehensive convertible note agreement with all

schedules and annexures. The document is now fully compliant with the
Companies Act, 2013, and includes extensive legal protections and
detailed provisions for all parties involved.]