-------------------------------------------------- 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 seed round share issuance in India, applicable FEMA provisions for the investment structure if foreign investment is involved, income tax treatment of the share subscription and any premium under Section 56(2)(viib) of the Income Tax Act 1961, Maharashtra Stamp Act stamp duty on the share subscription agreement, investor accreditation requirements, and warranty liability under Indian contract law must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any funds are advanced. -------------------------------------------------- SEED FUNDING AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: SFA-2026-001 Date: June 1 2026 INVESTOR: BlueRiver Ventures Pvt Ltd Mumbai Maharashtra India Email: [investor email] COMPANY: SkyTech Innovations Pvt Ltd Mumbai Maharashtra India CEO: Arjun Kapoor CTO: Priya Sharma Email: [company email] FOUNDERS: Arjun Kapoor, Mumbai Maharashtra India Priya Sharma, Mumbai Maharashtra India 1. RECITALS 1.1 BlueRiver Ventures Pvt Ltd is a venture investment fund 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 enterprise customers. 1.3 Both parties confirm their mutual intent to complete this seed funding transaction on the terms of this agreement. 2. DEFINITIONS 2.1 Investor: BlueRiver Ventures Pvt Ltd. 2.2 Company: SkyTech Innovations Pvt Ltd. 2.3 Founders: Arjun Kapoor and Priya Sharma jointly. 2.4 Investment Amount: INR 1,00,00,000. 2.5 Shares: Series A Preference Shares in SkyTech Innovations Pvt Ltd issued to the Investor under this agreement. 2.6 Pre-Money Valuation: INR 4,00,00,000. 2.7 Post-Money Valuation: INR 5,00,00,000. 2.8 Option Pool: 10 percent of fully diluted post-money share capital reserved for the Company's employee stock option plan. 2.9 Closing: The completion of the share subscription transaction as described in Section 7. 2.10 Closing Date: The date agreed by both parties for completion of the transaction. 2.11 Warranties: The representations and warranties given by the Company and Founders in Section 8. 2.12 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 2.13 Effective Date: The date on which all parties sign this agreement. 3. SHARE SUBSCRIPTION 3.1 BlueRiver Ventures Pvt Ltd agrees to subscribe for and SkyTech Innovations Pvt Ltd agrees to allot and issue Series A Preference Shares representing 20 percent of the Company's fully diluted post-money share capital in exchange for the Investment Amount of INR 1,00,00,000. 3.2 The Investment Amount will be transferred by BlueRiver Ventures Pvt Ltd to SkyTech Innovations Pvt Ltd by NEFT to the Company's nominated bank account at Closing. 3.3 The Shares will be free from all encumbrances and will rank pari passu with all existing Series A Preference Shares except as described in this agreement. 3.4 Note: Allotment of Series A Preference Shares must comply with the Companies Act 2013 including board and shareholder resolutions, applicable SEBI regulations, and any FEMA provisions if the investor is a foreign entity. A qualified Indian startup attorney must confirm the full compliance requirements before any shares are allotted. 4. VALUATION AND CAPITALIZATION 4.1 Pre-Money Valuation: INR 4,00,00,000 4.2 Investment Amount: INR 1,00,00,000 4.3 Post-Money Valuation: INR 5,00,00,000 4.4 Investor Ownership Post-Closing: 20 percent fully diluted including the 10 percent option pool. 4.5 Illustrative Post-Closing Capitalization Table: Arjun Kapoor: approximately 45 percent Priya Sharma: approximately 35 percent BlueRiver Ventures Pvt Ltd: 20 percent Option Pool: 10 percent (Founders diluted by option pool pre-investment) 4.6 Note: The exact capitalization table and option pool mechanics must be confirmed with a qualified attorney and financial advisor before Closing. Section 56(2)(viib) of the Indian Income Tax Act 1961 may apply to shares issued at a premium and must be confirmed with a qualified tax advisor. 5. CONDITIONS PRECEDENT TO CLOSING 5.1 The Closing is conditional on: 1. BlueRiver Ventures Pvt Ltd completing satisfactory legal, financial, and technical due diligence on SkyTech Innovations Pvt Ltd. 2. Execution of a shareholders agreement in form satisfactory to BlueRiver Ventures Pvt Ltd. 3. Board and shareholder resolutions authorizing the allotment of Series A Preference Shares under the Companies Act 2013. 4. Executed IP assignment agreements from both Founders confirming all IP belongs to the Company. 5. Executed founder vesting agreements for both Arjun Kapoor and Priya Sharma. 6. Any required filings under the Companies Act 2013 or SEBI regulations. 7. No material adverse change in the Company's business or financial position between the date of this agreement and Closing. 5.2 Each condition may be waived by written agreement of both parties. 5.3 Note: Conditions precedent must comply with Companies Act 2013 and must be confirmed with a qualified attorney. 6. CLOSING MECHANICS 6.1 At Closing BlueRiver Ventures Pvt Ltd will transfer INR 1,00,00,000 by NEFT to SkyTech Innovations Pvt Ltd's nominated bank account. 6.2 Simultaneously SkyTech Innovations Pvt Ltd will allot and issue the Series A Preference Shares, deliver share certificates, update the register of members, file required forms with the Registrar of Companies, and deliver an updated capitalization table to BlueRiver Ventures Pvt Ltd. 6.3 Closing is complete when the Investment Amount is received and the Shares are duly registered in the name of BlueRiver Ventures Pvt Ltd. 7. COMPANY WARRANTIES 7.1 SkyTech Innovations Pvt Ltd and the Founders represent and warrant to the best of their knowledge as at the Closing Date 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 and to allot the Shares. 3. The capitalization table provided to BlueRiver Ventures Pvt Ltd is accurate and complete. 4. The Company owns all intellectual property used in its business including all IP assignment agreements from founders and employees. 5. No material undisclosed litigation, regulatory investigation, or material liability exists. 6. All financial information provided to BlueRiver Ventures Pvt Ltd during due diligence is accurate and complete to the best of the Founders' knowledge. 7. No insolvency event has occurred or is imminent. 7.2 The Warranties survive Closing for 12 months from the Closing Date. 7.3 Note: Warranty scope, exclusions, and survival periods have significant legal implications under the Indian Contract Act 1872 and must be confirmed with a qualified attorney. 8. INVESTOR WARRANTIES 8.1 BlueRiver Ventures Pvt Ltd represents that it has the legal capacity and authority to subscribe for the Shares and advance the Investment Amount, that it is investing for its own account, and that it understands the speculative and illiquid nature of an early-stage investment. 8.2 Note: Applicable SEBI investor qualification requirements and Companies Act 2013 private placement compliance must be confirmed with a qualified attorney before this agreement is signed. 9. INFORMATION RIGHTS 9.1 SkyTech Innovations Pvt Ltd will provide BlueRiver Ventures Pvt Ltd 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. Updated capitalization table within 7 days of any change. 4. Prompt written notice of any material event affecting the Company. 5. Access to inspect books and records with 10 business days written notice. 10. PRO-RATA RIGHT 10.1 BlueRiver Ventures Pvt Ltd has the right to participate in the Company's next qualifying Series A financing round up to its pro-rata share based on its ownership percentage immediately before that round. 10.2 SkyTech Innovations Pvt Ltd must give BlueRiver Ventures Pvt Ltd at least 15 business days written notice before closing any qualifying future round. 11. ANTI-DILUTION PROTECTION 11.1 The Series A Preference Shares carry broad-based weighted average anti- dilution protection. 11.2 In plain language: If the Company issues new shares in a future down round at a price below the Series A subscription price, the conversion ratio of BlueRiver Ventures Pvt Ltd's preference shares is adjusted using the broad-based weighted average formula to provide partial price protection. 11.3 Note: Anti-dilution provisions under Companies Act 2013 must be confirmed with a qualified attorney. 12. TRANSFER RESTRICTIONS 12.1 BlueRiver Ventures Pvt Ltd agrees not to transfer any Shares for 18 months from the Closing Date. 12.2 Any proposed transfer after the lock- up must be offered first to the Company and then to existing shareholders by written notice stating price and terms. The right of first refusal must be exercised within 21 days. 12.3 Note: Transfer restrictions must comply with Companies Act 2013 and the shareholders agreement. 13. PROTECTIVE PROVISIONS 13.1 The following require the prior written consent of BlueRiver Ventures Pvt Ltd: 1. Issuing new shares or creating new share classes senior to Series A. 2. Incurring borrowing above INR 25,00,000. 3. Material amendments to the Company's Articles of Association. 4. Approving any exit, merger, or liquidation event. 5. Paying dividends or making distributions. 6. Materially changing the core business activity. 14. FOUNDER OBLIGATIONS 14.1 Both Founders must devote full working time and best efforts to the Company and must comply with their vesting agreements and IP assignment obligations. 14.2 Note: Founder obligations must comply with applicable Indian employment law and must be confirmed with a qualified attorney. 15. USE OF PROCEEDS 15.1 SkyTech Innovations Pvt Ltd will use the INR 1,00,00,000 primarily for product development and technology infrastructure (approximately 60 percent) and team hiring (approximately 40 percent). 15.2 Use of proceeds updates will be included in each quarterly management account. 16. TAX NOTE 16.1 Note: Income tax implications of the share subscription at a premium under Section 56(2)(viib) of the Income Tax Act 1961 for both the Company and the Investor, Maharashtra Stamp Act stamp duty on the subscription agreement and share certificates, GST implications, and the tax treatment of the Founders' shares must all be confirmed with a qualified Indian tax advisor before Closing. 17. GOVERNING LAW AND DISPUTES 17.1 Laws of Maharashtra India and the Companies Act 2013 govern this agreement. 17.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: All parties must have this agreement reviewed by a qualified Indian startup attorney and tax advisor before signing. SEBI compliance, Companies Act 2013 share allotment authorization, Section 56(2)(viib) income tax treatment, Maharashtra Stamp Act stamp duty, and FEMA provisions if applicable must all be confirmed before Closing. BlueRiver Ventures Pvt Ltd (Investor) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ SkyTech Innovations Pvt Ltd (Company) Signature: ________________ Name: Arjun Kapoor Title: CEO and Director Date: ____________________ Arjun Kapoor (Founder) Signature: ________________ Date: ____________________ Priya Sharma (Founder) Signature: ________________ Date: ____________________ -------------------------------------------------- This Seed Funding 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 and tax advisor before either party signs or any funds are advanced. --------------------------------------------------