-------------------------------------------------- NON-BINDING TERM SHEET — DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, INVESTMENT, OR TAX ADVICE This document is a structured preparation draft only. This term sheet is NON-BINDING except for the Exclusivity, No-Shop, and Confidentiality provisions and does not constitute a legal obligation on any party to complete the proposed transaction. Securities law compliance under SEBI regulations and the Companies Act 2013, income tax treatment of the investment and future conversion events, stamp duty obligations, and applicable FEMA provisions must be confirmed with a qualified Indian startup attorney and tax advisor before this term sheet is signed or shared with any third party. -------------------------------------------------- TERM SHEET — NON-BINDING — DRAFT FOR ATTORNEY REVIEW Document Ref: TS-2026-001 Date: June 1 2026 INVESTOR: BlueRiver Ventures Pvt Ltd Mumbai Maharashtra India Email: [investor email] COMPANY: NovaTech Solutions Pvt Ltd Mumbai Maharashtra India CEO: Arjun Kapoor CTO: Priya Sharma Email: [company email] ⚠️ NON-BINDING NOTICE: Except for the Exclusivity, No-Shop, and Confidentiality provisions in Sections 13 and 14 of this term sheet, this document is NOT legally binding and does NOT constitute a commitment by any party to complete the proposed transaction. 1. TRANSACTION OVERVIEW BlueRiver Ventures Pvt Ltd proposes to lead a Seed financing round in NovaTech Solutions Pvt Ltd, an early-stage B2B SaaS company based in Mumbai India, on the following proposed terms. The Investment Amount is INR 1,50,00,000 at a pre-money valuation of INR 6,00,00,000. Proceeds will be applied to product development and team hiring. 2. DEFINITIONS 2.1 Company: NovaTech Solutions Pvt Ltd. 2.2 Investor: BlueRiver Ventures Pvt Ltd. 2.3 Investment Amount: INR 1,50,00,000. 2.4 Pre-Money Valuation: INR 6,00,00,000. 2.5 Post-Money Valuation: INR 7,50,00,000. 2.6 Share Class: Series A Preference Shares as described in Section 5. 2.7 Liquidation Preference: 1x non- participating as described in Section 6. 2.8 Anti-Dilution: Broad-based weighted average as described in Section 7. 2.9 Option Pool: 10 percent of fully diluted post-money share capital. 2.10 Protective Provisions: Corporate actions requiring Investor consent as described in Section 11. 2.11 Closing: Execution of all definitive binding agreements and transfer of the Investment Amount. 2.12 Exclusivity Period: 30 days from signing of this term sheet. 2.13 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 3. INVESTMENT AMOUNT AND VALUATION 3.1 Proposed Investment: INR 1,50,00,000 3.2 Pre-Money Valuation: INR 6,00,00,000 3.3 Post-Money Valuation: INR 7,50,00,000 3.4 Investor Ownership Post-Closing: 20 percent on a fully diluted basis including the 10 percent option pool. 3.5 Option Pool: A 10 percent employee stock option pool will be created as part of this financing on a post-money basis. The option pool is included in the pre-money capitalization and dilutes existing shareholders before the Investor's investment. 3.6 Note: Pre-money versus post-money valuation treatment and option pool mechanics have significant implications for founder dilution and Investor ownership that must be confirmed with a qualified attorney and financial advisor. 4. SECURITIES AND SHARE CLASS 4.1 BlueRiver Ventures Pvt Ltd will receive Series A Preference Shares in NovaTech Solutions Pvt Ltd. 4.2 Series A Preference Shares will carry: 1. A 1x non-participating liquidation preference as described in Section 6. 2. Conversion to ordinary shares at a 1:1 ratio. 3. Voting rights on an as-converted basis. 4. Dividend rights pari passu with ordinary shareholders. 4.3 Note: The structure of preference shares in an Indian private limited company must comply with the Companies Act 2013 and be confirmed with a qualified Indian startup attorney. 5. LIQUIDATION PREFERENCE 5.1 BlueRiver Ventures Pvt Ltd will receive a 1x non-participating liquidation preference. 5.2 In plain language: On any exit, acquisition, or liquidation BlueRiver Ventures Pvt Ltd receives back INR 1,50,00,000 first before any distribution to ordinary shareholders. After the Investor receives their 1x preference amount they do not participate further in the remaining proceeds — they convert to ordinary shares if the conversion value exceeds the preference amount. 5.3 Note: Liquidation preference structures have significant implications for founder exit economics and must be confirmed with a qualified attorney. 6. ANTI-DILUTION PROTECTION 6.1 Series A Preference Shares will have broad-based weighted average anti- dilution protection. 6.2 In plain language: If NovaTech Solutions Pvt Ltd issues new shares in a future round at a price per share lower than the Series A issue price, the conversion ratio of BlueRiver Ventures Pvt Ltd's preference shares is adjusted to give them more ordinary shares on conversion, using the broad-based weighted average formula which takes into account all outstanding shares including the option pool. 6.3 Note: Anti-dilution provisions are complex and have significant implications for founders and future investors. A qualified attorney must confirm the appropriate mechanism. 7. PRO-RATA RIGHT 7.1 BlueRiver Ventures Pvt Ltd will have the right to participate in the next qualifying Series A financing round up to its pro-rata share based on its post-closing ownership percentage. 7.2 NovaTech Solutions Pvt Ltd must give BlueRiver Ventures Pvt Ltd at least 15 business days written notice before closing any qualifying future round. 8. INFORMATION RIGHTS 8.1 BlueRiver Ventures Pvt Ltd will receive: 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. 4. Right to inspect books and records with 10 business days written notice. 9. BOARD COMPOSITION 9.1 The board of NovaTech Solutions Pvt Ltd will comprise 3 directors: 1. 1 director appointed by BlueRiver Ventures Pvt Ltd. 2. 2 founder directors being Arjun Kapoor and Priya Sharma. 9.2 BlueRiver Ventures Pvt Ltd may appoint and remove its board nominee by written notice at any time. 9.3 Note: Board composition and director appointment rights must comply with the Companies Act 2013 and must be confirmed with a qualified attorney. 10. PROTECTIVE PROVISIONS 10.1 The following corporate actions will require the prior written consent of BlueRiver Ventures Pvt Ltd: 1. Issuing or allotting any new shares or creating any new share class. 2. Incurring any borrowing or guarantee above INR 25,00,000. 3. Making any acquisition or disposal above INR 25,00,000. 4. Amending the Company's Articles of Association or Memorandum. 5. Approving any exit, merger, or liquidation event. 6. Paying any dividend or making any distribution to shareholders. 7. Materially changing the Company's core business activity. 11. FOUNDER VESTING 11.1 As a condition of this investment both Arjun Kapoor and Priya Sharma must execute founder vesting agreements confirming that their existing shares are subject to a 4-year vesting schedule with a 1-year cliff from the Closing date. 11.2 Good Leaver events include death and permanent disability resulting in pro- rata vesting. Bad Leaver events include voluntary resignation before cliff and termination for cause resulting in clawback at par value. 11.3 Note: Founder vesting arrangements must comply with the Companies Act 2013 and have significant income tax implications that must be confirmed with a qualified Indian attorney and tax advisor. 12. EXCLUSIVITY (BINDING) 12.1 From the date of signing this term sheet NovaTech Solutions Pvt Ltd and its founders agree not to solicit, initiate, discuss, or accept any alternative investment or acquisition proposal from any third party for a period of 30 days. 12.2 A breach of this exclusivity obligation entitles BlueRiver Ventures Pvt Ltd to recover reasonable documented costs incurred in connection with this proposed transaction. 12.3 Note: Unlike the other provisions of this term sheet this exclusivity obligation is intended to be legally binding. Its enforceability under Indian contract law must be confirmed with a qualified attorney. 13. CONFIDENTIALITY (BINDING) 13.1 Both parties agree to keep the existence and terms of this term sheet and the proposed transaction strictly confidential except where required by law or to their respective legal and financial advisors. 13.2 This confidentiality obligation is intended to be legally binding on both parties from the date of signing. 14. CONDITIONS TO CLOSING 14.1 The proposed transaction is conditional on: 1. Completion of satisfactory legal and financial due diligence by BlueRiver Ventures Pvt Ltd. 2. Execution of definitive binding investment agreements including a Share Subscription Agreement and Shareholders Agreement in form satisfactory to BlueRiver Ventures Pvt Ltd. 3. Confirmation that the Company and its founders hold legal title to all intellectual property used in the business. 4. Execution of founder vesting agreements by both founders. 5. Any applicable SEBI or Companies Act 2013 regulatory confirmations. 6. Board and shareholder approvals required under the Companies Act 2013. 15. USE OF PROCEEDS 15.1 NovaTech Solutions Pvt Ltd will use the INR 1,50,00,000 Investment Amount primarily for product development and technology infrastructure (approximately 60 percent) and team hiring and salaries (approximately 40 percent). 15.2 A use of proceeds update will be included in each quarterly management account. 16. FEES AND COSTS 16.1 Each party will bear its own legal and advisory costs in connection with this proposed transaction. 17. GOVERNING LAW 17.1 This term sheet and any dispute arising from it will be governed by the laws of Maharashtra India. Any dispute will proceed through direct negotiation then binding arbitration in Mumbai. 18. NON-BINDING NATURE 18.1 Except for the Exclusivity, No-Shop, and Confidentiality provisions in Sections 12 and 13 this entire term sheet is non-binding and does not constitute a commitment by any party to complete the proposed transaction. 18.2 Either party may withdraw from the proposed transaction at any time before execution of definitive binding agreements without liability. ⚠️ SIGNATURE NOTICE — NON-BINDING ⚠️ All parties signing below acknowledge that except for the Exclusivity and Confidentiality provisions this term sheet is NON-BINDING. Both parties must engage qualified Indian startup attorneys before progressing to definitive binding investment agreements. BlueRiver Ventures Pvt Ltd (Investor) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ NovaTech Solutions Pvt Ltd (Company) Signature: ________________ Name: Arjun Kapoor Title: CEO Date: ____________________ -------------------------------------------------- This Term Sheet 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 term sheet is typically non-binding. Always have this document reviewed by a qualified startup attorney before any party signs or any transaction progresses. --------------------------------------------------