-------------------------------------------------- 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 and the Companies Act 2013 for SAFE issuance in India, applicable FEMA provisions for the investment structure, income tax treatment of the SAFE investment and future conversion event under the Income Tax Act 1961, Maharashtra Stamp Act stamp duty implications, and investor protection requirements must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any funds are advanced. -------------------------------------------------- SAFE NOTE AGREEMENT — SIMPLE AGREEMENT FOR FUTURE EQUITY — DRAFT FOR ATTORNEY REVIEW Document Ref: SAFE-2026-001 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 B2B SaaS company incorporated in Maharashtra India building a cloud software platform for Indian business customers. 1.3 Both parties confirm their mutual intent to document this Simple Agreement for Future Equity investment through this agreement. 2. DEFINITIONS 2.1 Investor: Rajesh Mehta. 2.2 Company: SkyTech Innovations Pvt Ltd. 2.3 Purchase Amount: INR 25,00,000 being the amount invested by Rajesh Mehta under this SAFE. 2.4 Valuation Cap: INR 4,00,00,000 post- money being the maximum company valuation at which this SAFE converts. 2.5 Discount Rate: 20 percent discount applied to the Equity Financing Price at conversion. 2.6 Safe Price: The lower of the Valuation Cap price or the Discount Rate price as described in Section 6. 2.7 Equity Financing: A priced equity financing round of not less than INR 1,00,00,000 from institutional or accredited investors as described in Section 5. 2.8 Liquidity Event: Any acquisition, merger, or IPO of the Company. 2.9 Dissolution Event: Any winding-up, dissolution, or insolvency of the Company. 2.10 Pro-Rata Right: The right of Rajesh Mehta to participate in the Equity Financing as described in Section 10. 2.11 MFN: Most-Favored-Nation provision as described in Section 9. 2.12 Post-Money Valuation Cap: INR 4,00,00,000 meaning the valuation cap is calculated including the Purchase Amount of this SAFE and all other outstanding SAFEs and convertible instruments. 2.13 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 3. THE SAFE INVESTMENT 3.1 Rajesh Mehta agrees to invest INR 25,00,000 in SkyTech Innovations Pvt Ltd under this SAFE. SkyTech Innovations Pvt Ltd agrees to issue this SAFE to Rajesh Mehta on the terms of this agreement. 3.2 The Purchase Amount of INR 25,00,000 will be transferred by Rajesh Mehta to SkyTech Innovations Pvt Ltd by NEFT to the Company's nominated bank account within 5 business days of the Effective Date. 3.3 This SAFE is not a debt instrument. It does not bear interest and does not have a maturity date. Rajesh Mehta receives no shares at the time of investment but a contractual right to receive shares in a future Equity Financing at the Safe Price. 3.4 Note: Issuing a SAFE in India may constitute a securities offering subject to SEBI regulations, Companies Act 2013 provisions, and FEMA requirements where applicable. A qualified Indian startup attorney must confirm the applicable regulatory framework before this SAFE is issued or any funds are advanced. 4. EQUITY FINANCING CONVERSION 4.1 Upon the closing of an Equity Financing of not less than INR 1,00,00,000 this SAFE will automatically convert into shares of the same class issued in the Equity Financing at the Safe Price described in Section 6. 4.2 SkyTech Innovations Pvt Ltd must notify Rajesh Mehta of the impending Equity Financing and the calculated Safe Price at least 5 business days before closing. 4.3 The number of shares Rajesh Mehta receives on conversion equals the Purchase Amount divided by the Safe Price. 5. SAFE PRICE CALCULATION 5.1 The Safe Price is the lower of: Method 1 — Valuation Cap Price: INR 4,00,00,000 post-money Valuation Cap divided by the fully diluted share count immediately after the Equity Financing including all SAFE conversions. Method 2 — Discount Price: The Equity Financing price per share less 20 percent. The Safe Price is whichever is lower. 5.2 Illustrative Example Only: If the Equity Financing closes at a post-money valuation of INR 8,00,00,000 with 8,00,000 fully diluted shares, the Equity Financing price per share is INR 100. Cap Price = INR 4,00,00,000 divided by 8,00,000 = INR 50 per share. Discount Price = INR 100 less 20 percent = INR 80 per share. Safe Price = INR 50 being the lower of the two. Shares received = INR 25,00,000 divided by INR 50 = 50,000 shares. This is illustrative only. Actual Safe Price confirmed by Company's attorneys at conversion. 6. LIQUIDITY EVENT 6.1 If a Liquidity Event occurs before an Equity Financing, Rajesh Mehta will receive the greater of: 1. INR 25,00,000 being the full Purchase Amount, or 2. The amount Rajesh Mehta would have received on conversion of this SAFE at the Valuation Cap of INR 4,00,00,000 applied to the Liquidity Event proceeds. 6.2 Payment will be made from the Liquidity Event proceeds before any distribution to ordinary shareholders. 6.3 Note: Liquidity Event provisions in SAFE agreements under Companies Act 2013 and income tax implications of any deemed disposal must be confirmed with a qualified Indian attorney and tax advisor. 7. DISSOLUTION EVENT 7.1 If a Dissolution Event occurs before an Equity Financing or Liquidity Event, Rajesh Mehta has the right to receive INR 25,00,000 from dissolution proceeds ahead of ordinary shareholders but behind secured creditors. 7.2 Note: The priority of SAFE holders in an Indian company dissolution under the Companies Act 2013 and the Insolvency and Bankruptcy Code 2016 must be confirmed with a qualified attorney. 8. MFN PROVISION 8.1 If SkyTech Innovations Pvt Ltd issues any subsequent SAFE or convertible instrument to any investor before the Equity Financing on terms more favorable than those of this SAFE including a higher Valuation Cap or larger Discount Rate, Rajesh Mehta will be promptly notified and offered the right to amend this SAFE to match those more favorable terms. 8.2 Rajesh Mehta must exercise this MFN right within 14 days of written notice from the Company. 9. PRO-RATA RIGHT 9.1 Rajesh Mehta has the right to participate in the Equity Financing up to his pro-rata share based on his post-conversion ownership percentage. 9.2 SkyTech Innovations Pvt Ltd must give Rajesh Mehta at least 10 business days written notice before closing the Equity Financing to allow him to exercise this right. 10. COMPANY REPRESENTATIONS 10.1 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 SAFE issuance is authorized by the board, that the Company owns all IP used in its business, and that all information provided to Rajesh Mehta is accurate and complete. 11. INVESTOR REPRESENTATIONS 11.1 Rajesh Mehta represents that he has legal capacity and financial resources to make this investment, is investing for his own account, and understands that this is a speculative and illiquid investment that may result in a total loss of INR 25,00,000. 11.2 Note: Applicable SEBI investor qualification and Companies Act 2013 private placement compliance must be confirmed with a qualified attorney before this SAFE is issued. 12. COMPANY COVENANTS 12.1 SkyTech Innovations Pvt Ltd will promptly notify Rajesh Mehta of any impending Equity Financing or Liquidity Event, will not take any action that materially and adversely affects Rajesh Mehta's conversion rights, and will comply with the MFN and pro-rata notification obligations. 13. TAX NOTE 13.1 Note: Income tax treatment of the SAFE investment under the Income Tax Act 1961, the tax implications of the future conversion event including deemed gift provisions under Section 56(2)(viib), FEMA provisions for the investment structure, and Maharashtra Stamp Act implications must be confirmed with a qualified Indian tax advisor before execution and before any conversion event. 14. GOVERNING LAW AND DISPUTES 14.1 Laws of Maharashtra India govern this agreement. 14.2 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 attorney and tax advisor before signing. SEBI compliance, Companies Act 2013 SAFE issuance authorization, FEMA provisions, income tax treatment, and applicable stamp duty 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 SAFE 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. A SAFE is not a debt instrument and does not guarantee repayment. Always have this document reviewed by a qualified startup attorney before either party signs or any funds are advanced. --------------------------------------------------