-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, INVESTMENT, OR TAX ADVICE This document is a structured preparation draft only. Securities law compliance under SEBI regulations, Companies Act 2013 convertible instrument issuance procedures, applicable FEMA provisions, income tax treatment of interest accrual and conversion under the Income Tax Act 1961, and investor protection requirements must be confirmed with a qualified Indian startup attorney and tax advisor before this note is signed or any funds are advanced. -------------------------------------------------- CONVERTIBLE NOTE AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: CNA-2026-001 Note Date: June 1 2026 INVESTOR: Rajesh Mehta Individual Angel Investor Mumbai Maharashtra India Email: [investor email] COMPANY: SkyTech Innovations Pvt Ltd Mumbai Maharashtra India CEO: Arjun Kapoor Email: [company email] 1. RECITALS 1.1 Rajesh Mehta is an individual angel investor based in Mumbai Maharashtra India with experience in early-stage technology investments. 1.2 SkyTech Innovations Pvt Ltd is an early-stage technology company incorporated in Maharashtra India seeking early-stage funding to grow its technology platform. 1.3 Both parties confirm their mutual intent to document the terms of this convertible note investment through this agreement. 2. DEFINITIONS 2.1 Investor: Rajesh Mehta. 2.2 Company: SkyTech Innovations Pvt Ltd. 2.3 Principal Amount: INR 30,00,000 being the amount advanced under this note. 2.4 Interest Rate: 8 percent per annum simple interest. 2.5 Note Date: June 1 2026. 2.6 Maturity Date: December 1 2027 being 18 months from the Note Date. 2.7 Qualified Financing: A priced equity financing round of not less than INR 1,00,00,000 from institutional or accredited investors. 2.8 Valuation Cap: INR 3,00,00,000 being the maximum pre-money valuation at which this note converts. 2.9 Discount Rate: 20 percent discount applied to the per-share price in the Qualified Financing. 2.10 MFN: Most-Favored-Nation provision as described in Section 9. 2.11 Change of Control: Any acquisition of more than 50 percent of the Company's shares or all or substantially all of its assets. 2.12 Effective Date: The date on which both parties sign this agreement. 3. ISSUANCE OF CONVERTIBLE NOTE 3.1 SkyTech Innovations Pvt Ltd agrees to issue and Rajesh Mehta agrees to purchase a convertible note for the Principal Amount of INR 30,00,000 on the terms of this agreement. 3.2 The Principal Amount will be transferred by Rajesh Mehta to SkyTech Innovations Pvt Ltd by NEFT bank transfer to the Company's nominated account within 5 business days of the Effective Date. 3.3 This note represents a debt obligation of SkyTech Innovations Pvt Ltd until it converts into equity or is repaid in full. 3.4 Note: Issuing a convertible note in India may constitute a securities offering subject to SEBI regulations, applicable Companies Act 2013 provisions, and FEMA requirements for foreign investment if applicable. A qualified Indian startup attorney must confirm the applicable regulatory framework and any filing obligations before this note is issued. 4. INTEREST ACCRUAL 4.1 Simple interest accrues on the outstanding Principal Amount at 8 percent per annum from the Note Date until the date of conversion or repayment. 4.2 Accrued interest will be added to the outstanding principal at the time of conversion and will convert into Conversion Shares together with the principal. 4.3 Note: The income tax treatment of interest accrual on convertible notes under the Indian Income Tax Act 1961 for both the Investor and the Company must be confirmed with a qualified Indian tax advisor before this note is executed. 5. MATURITY DATE AND MATURITY OPTIONS 5.1 The Maturity Date of this note is December 1 2027 being 18 months from the Note Date. 5.2 If this note has not converted by the Maturity Date, Rajesh Mehta may at his election either: 1. Require SkyTech Innovations Pvt Ltd to repay the full outstanding principal plus all accrued interest within 30 days of the Maturity Date, or 2. Elect to convert the outstanding balance into ordinary shares of SkyTech Innovations Pvt Ltd at the price per share implied by the Valuation Cap of INR 3,00,00,000. 5.3 The parties may also agree in writing to extend the Maturity Date before it falls due. 5.4 Note: The maturity options and the enforceability of the conversion election on maturity must be confirmed with a qualified attorney under applicable Companies Act 2013 provisions. 6. AUTOMATIC CONVERSION ON QUALIFIED FINANCING 6.1 Upon the closing of a Qualified Financing of not less than INR 1,00,00,000, the outstanding Principal Amount plus all accrued interest will automatically convert into shares of the same class as issued in the Qualified Financing. 6.2 The conversion price per share will be the lower of: 1. The price per share implied by the Valuation Cap of INR 3,00,00,000 divided by the fully diluted share count immediately before the Qualified Financing, or 2. The price per share in the Qualified Financing less a 20 percent discount. 6.3 SkyTech Innovations Pvt Ltd must notify Rajesh Mehta in writing of the closing of a Qualified Financing and the calculated conversion price within 5 business days of closing. 7. CONVERSION PRICE CALCULATION 7.1 The conversion price is calculated as follows and applied using whichever method gives the lower price per share: Method 1 — Valuation Cap: Divide the Valuation Cap of INR 3,00,00,000 by the fully diluted share count to get the cap price per share. Method 2 — Discount Rate: Take the price per share in the Qualified Financing and reduce it by 20 percent. The conversion price is the lower of these two results. 7.2 Illustrative Example Only (not binding): If the Qualified Financing values the Company at INR 6,00,00,000 pre-money with 1,00,000 fully diluted shares, the round price per share is INR 600. Cap price = INR 3,00,00,000 divided by 1,00,000 = INR 300 per share. Discount price = INR 600 less 20 percent = INR 480 per share. Conversion occurs at INR 300 being the lower of the two. This is an illustrative example only. Actual calculations will be confirmed by the Company's legal and financial advisors at the time of the Qualified Financing. 8. CHANGE OF CONTROL 8.1 If a Change of Control transaction occurs before a Qualified Financing or repayment, Rajesh Mehta will receive repayment of the outstanding principal plus accrued interest at 1.5 times the outstanding balance from the proceeds of the Change of Control transaction before any distribution to shareholders. 8.2 Note: Change of control provisions in convertible notes under Companies Act 2013 and applicable Indian law must be confirmed with a qualified attorney. 9. MOST-FAVORED-NATION PROVISION 9.1 If SkyTech Innovations Pvt Ltd issues any subsequent convertible notes to any other investor before the Qualified Financing on terms more favorable than the terms of this note including a higher Valuation Cap or a larger Discount Rate, Rajesh Mehta will be promptly notified and offered the right to amend this note to match those more favorable terms. 9.2 Rajesh Mehta must exercise this right within 14 days of receiving written notice from the Company. 9.3 Note: MFN provisions have implications for future note issuances and must be confirmed with a qualified attorney. 10. PRO-RATA RIGHT 10.1 Rajesh Mehta has the right to participate in the Qualified Financing up to his pro-rata share based on his post-conversion percentage ownership. 10.2 The Company must give Rajesh Mehta at least 15 business days written notice before closing the Qualified Financing to allow him to exercise this right. 11. INFORMATION RIGHTS 11.1 SkyTech Innovations Pvt Ltd will provide Rajesh Mehta with: 1. Quarterly management accounts within 21 days of each quarter end. 2. Prompt written notice of any material event affecting the Company's business, financial position, or regulatory status. 12. COMPANY REPRESENTATIONS 12.1 SkyTech Innovations Pvt Ltd and Arjun Kapoor represent to the best of their knowledge that the Company is duly incorporated and in good standing, that issuance of this note is duly authorized by the board, that the Company owns all intellectual property used in its business, that no undisclosed material litigation or regulatory proceeding exists, and that all financial information provided to Rajesh Mehta is accurate. 13. INVESTOR REPRESENTATIONS 13.1 Rajesh Mehta represents that he has the legal capacity and financial resources to make this investment, is investing for his own account, and understands the speculative nature of this early-stage investment. 13.2 Note: Applicable SEBI investor qualification requirements and Companies Act 2013 private placement compliance must be confirmed with a qualified attorney before this note is issued. 14. COMPANY COVENANTS 14.1 During the note term SkyTech Innovations Pvt Ltd will not: 1. Incur debt senior to or pari passu with this note without Rajesh Mehta's written consent. 2. Make any distribution or dividend to shareholders. 3. Issue shares or convertible instruments to any third party without first complying with the MFN provision in Section 9. 15. DEFAULT AND ACCELERATION 15.1 A default occurs if: 1. The Company fails to repay on maturity and the amount remains unpaid for more than 10 business days after a formal written demand. 2. The Company becomes insolvent or subject to insolvency proceedings. 3. The Company has materially misrepresented its position. 15.2 Upon default Rajesh Mehta may demand immediate repayment of the full outstanding balance. 16. CONFIDENTIALITY 16.1 Both parties agree to keep the terms of this note confidential except where required by law or to professional advisors. 17. GOVERNING LAW AND DISPUTES 17.1 Laws of Maharashtra India and the Companies Act 2013 govern this note. 17.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian startup and securities law attorney before signing. SEBI compliance, Companies Act 2013 convertible note issuance authorization, FEMA provisions if applicable, and income tax treatment of interest and conversion must all be confirmed before any funds are advanced. Rajesh Mehta (Investor) Signature: ________________ Date: ____________________ Witness: _________________ SkyTech Innovations Pvt Ltd (Company) Signature: ________________ Name: Arjun Kapoor Title: CEO and Director Date: ____________________ -------------------------------------------------- This Convertible Note 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 either party signs or any funds are advanced. --------------------------------------------------