-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, OR INVESTMENT ADVICE This document is a structured preparation draft only. It does not constitute legal, financial, investment, or tax advice. Securities law compliance under SEBI regulations, Companies Act 2013 share issuance procedures, applicable FEMA provisions for the investment structure, income tax implications of share issuance at a premium, and investor protection requirements must all be confirmed with a qualified Indian startup attorney before this agreement is signed or any funds are advanced. -------------------------------------------------- ANGEL INVESTOR AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: AIA-2026-001 Date of Preparation: June 1 2026 INVESTOR: Rajesh Mehta Individual Angel Investor Mumbai Maharashtra India Email: [investor email] COMPANY: NovaTech Solutions Pvt Ltd Mumbai Maharashtra India Email: [company email] FOUNDERS: Arjun Kapoor, Mumbai India Priya Sharma, Mumbai India 1. RECITALS 1.1 Rajesh Mehta is an experienced individual angel investor based in Mumbai Maharashtra India with experience in early-stage technology investments. 1.2 NovaTech Solutions Pvt Ltd is an early-stage technology company incorporated in Maharashtra India whose founders are Arjun Kapoor and Priya Sharma. 1.3 Both parties confirm their mutual intent to document the terms of this angel investment arrangement through this agreement. 2. DEFINITIONS 2.1 Investor: Rajesh Mehta. 2.2 Company: NovaTech Solutions Pvt Ltd. 2.3 Founders: Arjun Kapoor and Priya Sharma jointly. 2.4 Investment Amount: INR 50,00,000 being the equity investment described in Section 3. 2.5 Equity: The 8 percent ordinary shareholding in NovaTech Solutions Pvt Ltd issued to Rajesh Mehta under this agreement. 2.6 Pre-Money Valuation: INR 5,75,00,000 being the agreed valuation of the Company before this investment. 2.7 Pro-Rata Right: The right of Rajesh Mehta to participate in future funding rounds to maintain his proportionate shareholding as described in Section 6.3. 2.8 Lock-Up Period: 12 months from the Effective Date during which Rajesh Mehta agrees not to transfer his shares. 2.9 Exit Event: Any acquisition, merger, or IPO of the Company. 2.10 Effective Date: The date on which all parties sign this agreement. 3. INVESTMENT STRUCTURE AND AMOUNT 3.1 Rajesh Mehta agrees to invest INR 50,00,000 in NovaTech Solutions Pvt Ltd in exchange for 8 percent of the Company's total issued share capital by way of newly issued ordinary shares. 3.2 The agreed pre-money valuation is INR 5,75,00,000 giving a post-money valuation of INR 6,25,00,000. 3.3 The Investment Amount will be transferred by Rajesh Mehta to NovaTech Solutions Pvt Ltd's nominated bank account by NEFT within 7 business days of the Effective Date. 3.4 Note: Share issuance to an individual investor in an Indian private limited company must comply with the Companies Act 2013, applicable SEBI regulations, and any FEMA provisions where relevant. A qualified Indian startup attorney must confirm the full compliance requirements before any shares are issued or funds are advanced. 4. EQUITY TERMS 4.1 NovaTech Solutions Pvt Ltd will issue to Rajesh Mehta such number of new ordinary shares as represents 8 percent of the total issued share capital of the Company immediately following this investment. 4.2 Share issuance will be effected by a duly convened board meeting and extraordinary general meeting of the Company in accordance with the Companies Act 2013 and the Company's Articles of Association. 4.3 Rajesh Mehta will receive a duly executed share certificate within 30 days of the Investment Amount being received. 4.4 Note: Income tax implications of issuing shares at a premium to an angel investor in an Indian company must be confirmed with a qualified Indian tax advisor. Section 56(2)(viib) of the Income Tax Act 1961 may be relevant. 5. USE OF INVESTMENT PROCEEDS 5.1 The Investment Amount of INR 50,00,000 will be used by NovaTech Solutions Pvt Ltd solely for product development and technology infrastructure (60 percent approximately) and team hiring and salaries (40 percent approximately). 5.2 The Company must not use investment funds for any purpose significantly different from the above without Rajesh Mehta's prior written consent. 5.3 A breakdown of actual use of funds will be included in each quarterly management account provided to Rajesh Mehta. 6. INVESTOR RIGHTS 6.1 Information Rights NovaTech Solutions Pvt Ltd will provide Rajesh Mehta with: 1. Quarterly management accounts within 21 days of each quarter end. 2. Annual audited accounts within 90 days of each financial year end. 3. Prompt written notice of any material event affecting the Company's business, financial position, or regulatory status. 6.2 Board Observer Rights Rajesh Mehta has the right to attend all board meetings of NovaTech Solutions Pvt Ltd as an observer without voting rights. The Company must notify Rajesh Mehta of all board meetings at least 5 business days in advance and provide all board papers at the same time. Rajesh Mehta will receive copies of all board minutes within 5 business days of each meeting. 6.3 Pro-Rata Right Rajesh Mehta has the right to participate in the Company's next qualifying institutional funding round (Series A or equivalent) up to his pro-rata share of the new round to maintain his 8 percent shareholding. The Company must give Rajesh Mehta at least 15 business days written notice before closing any future qualifying funding round. 7. COMPANY REPRESENTATIONS 7.1 NovaTech Solutions Pvt Ltd and the Founders represent to the best of their knowledge that: 1. The Company is duly incorporated and in good standing under the Companies Act 2013. 2. The Founders have full authority to enter into this agreement. 3. The Company owns or has the right to use all intellectual property used in its business. 4. No undisclosed litigation, regulatory investigation, or material liability exists. 5. All financial information provided to Rajesh Mehta is accurate and complete to the best of the Founders' knowledge. 8. INVESTOR REPRESENTATIONS 8.1 Rajesh Mehta represents that he has the legal capacity and financial resources to make this investment, that he is investing for his own account, that he understands the speculative and illiquid nature of an early-stage investment, and that he has conducted his own due diligence on the Company. 8.2 Note: Investor qualification and accreditation requirements for private placements under applicable SEBI regulations and the Companies Act 2013 must be confirmed with a qualified Indian attorney before this agreement is signed. 9. FOUNDER VESTING 9.1 Each Founder's shares in NovaTech Solutions Pvt Ltd are subject to a 24-month vesting schedule with a 6-month cliff from the Effective Date. 9.2 No Founder shares vest during the first 6 months. After the 6-month cliff 25 percent of each Founder's shares vest. The remaining 75 percent vest monthly over the following 18 months. 9.3 If a Founder voluntarily leaves the Company or is terminated for cause, all unvested shares will be subject to a buyback at the lower of par value or original issue price by the Company or remaining Founders. 9.4 If a Founder is terminated without cause, all unvested shares will vest immediately. 9.5 Note: Founder vesting arrangements have significant Companies Act 2013 and income tax implications in India. A qualified attorney must confirm the appropriate legal mechanism and tax treatment before the vesting schedule is implemented. 10. INTELLECTUAL PROPERTY ASSIGNMENT 10.1 Each Founder and all key employees have signed or will sign within 14 days of the Effective Date an IP assignment agreement confirming that all intellectual property created in connection with the Company's business belongs exclusively to NovaTech Solutions Pvt Ltd. 10.2 The Company will provide Rajesh Mehta with copies of all executed IP assignment agreements within 30 days of the Effective Date. 11. LOCK-UP AND TRANSFER RESTRICTIONS 11.1 Rajesh Mehta agrees not to transfer, sell, or encumber his shares in NovaTech Solutions Pvt Ltd for a period of 12 months from the Effective Date. 11.2 Any transfer after the lock-up period is subject to a right of first refusal in favor of the Company and then the existing shareholders at the proposed transfer price. 12. EXIT PROVISIONS 12.1 Drag-Along: If shareholders holding more than 75 percent of the Company's shares approve an exit transaction, Rajesh Mehta agrees to sell his shares on the same terms and conditions. 12.2 Tag-Along: If any shareholder proposes to sell more than 25 percent of the Company's shares, Rajesh Mehta has the right to participate in the sale on the same terms pro-rata to his shareholding. 12.3 Note: Drag-along and tag-along provisions must comply with the Companies Act 2013 and be reflected in the Company's Articles of Association or a shareholders agreement. A qualified attorney must confirm the appropriate legal mechanism. 13. CONFIDENTIALITY 13.1 Both parties agree to keep all confidential information exchanged in connection with this investment strictly confidential for 2 years following any exit event or termination of this agreement. 14. GOVERNING LAW AND DISPUTES 14.1 Laws of Maharashtra India and the Companies Act 2013 govern this agreement. 14.2 Disputes will first be addressed through direct good-faith negotiation. If unsuccessful, disputes proceed to binding arbitration in Mumbai. SIGNATURE BLOCK: Note: All parties must have this agreement reviewed by a qualified Indian startup and securities law attorney before signing. Companies Act 2013 share issuance compliance, applicable SEBI regulations, FEMA provisions for the investment structure, Section 56(2)(viib) Income Tax Act 1961 implications, founder vesting tax treatment, and IP assignment completeness must all be confirmed before any shares are issued or funds are advanced. Rajesh Mehta (Investor) Signature: ________________ Date: ____________________ NovaTech Solutions Pvt Ltd (Company) Signature: ________________ Name: Arjun Kapoor Title: Director Date: ____________________ Arjun Kapoor (Founder) Signature: ________________ Date: ____________________ Priya Sharma (Founder) Signature: ________________ Date: ____________________ -------------------------------------------------- This Angel Investor Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal, financial, investment, or tax advice. Always have this document reviewed by a qualified startup attorney before any party signs or any funds are advanced. --------------------------------------------------