INDICATIVE TERM SHEET

INDICATIVE TERM SHEET

AI AVATAR OF SOVEREIGN ADHINAYAKA SHRIMAAN

Proposed Investment in Sovereign Adhinayaka Shrimaan AI Technologies Private Limited

Status: Non-binding discussion document, except for provisions expressly stated to be binding in definitive agreements.

Term| Proposed Terms

Issuer / Company| Sovereign Adhinayaka Shrimaan AI Technologies Private Limited, a proposed Indian private limited company, subject to incorporation and name approval

Project| Development of an AI Avatar and associated generative-AI, multilingual, digital-human, knowledge, research and advanced human–AI technology platform

Investment Round| ₹50 crore

Instrument| Equity shares issued by the Company, subject to applicable Indian law and definitive documentation

Pre-Money Valuation| ₹150 crore

Post-Money Valuation| ₹200 crore

Investor Ownership| 25% fully diluted post-money ownership

Founder/Promoter Ownership| 75% fully diluted post-money ownership, subject to agreed founder vesting and any future dilution

Indicative Price| To be calculated from the Company's authorised/issued share capital and agreed capitalization table immediately before closing

Minimum Investment| To be determined in the definitive subscription documents

Closing| Subject to incorporation, satisfactory due diligence, definitive agreements, regulatory compliance and completion of agreed conditions precedent

Founder Vesting| Proposed 4-year vesting with a 1-year cliff, followed by monthly/quarterly vesting, subject to negotiated good-leaver/bad-leaver provisions

Use of Funds| AI/software ₹10cr; knowledge/data ₹4cr; AI Avatar ₹5cr; multilingual voice ₹3cr; computing/cloud ₹5cr; cybersecurity ₹2cr; advanced R&D ₹5cr; neuroscience/organoid partnerships ₹3cr; R&D centre ₹3cr; talent ₹4cr; legal/IP/compliance ₹1cr; education ₹1cr; partnerships/market development ₹1cr; contingency ₹3cr

Investor Information Rights| Periodic financial and operational reporting, annual accounts, material-event notifications and reasonable inspection rights, subject to confidentiality

Board Rights| Investor board/observer representation to be negotiated based on investment size and applicable law

Reserved Matters| Major additional fundraising, material change of business, significant asset/IP disposal, related-party transactions, merger/acquisition, material borrowing and other agreed corporate actions to require specified investor consent

Pre-emption / Participation| Investors to have an agreed right to participate in subsequent equity financings, subject to applicable law and customary exceptions

Transfer Rights| Subject to the Articles, shareholder agreement and applicable law; customary ROFR/tag-along provisions may be negotiated

Founder Restrictions| Founders' shares subject to vesting, transfer restrictions and agreed intellectual-property assignment obligations

Intellectual Property| Project IP developed by the Company to be owned by or appropriately licensed to the Company; pre-existing third-party/founder IP to be separately identified and documented

Future Dilution| Investors and founders participate in future dilution according to their respective shareholdings unless otherwise agreed

Exit| Potential strategic sale, acquisition, secondary transaction or other lawful liquidity event; no guaranteed return or exit valuation

Confidentiality| Mutual confidentiality obligations covering technical, financial, commercial and investor information

Conditions Precedent| Corporate incorporation, KYC/due diligence, IP verification, legal/tax review, capitalization confirmation, required approvals and execution of definitive agreements

Governing Law| India, with definitive jurisdiction/dispute-resolution provisions to be agreed

Definitive Documents| Share Subscription Agreement, Shareholders' Agreement, amended Articles where required, IP assignments/licences and other closing documents

Capitalization at Closing

Pre-money valuation: ₹150 crore

New investment: ₹50 crore

Post-money valuation: ₹200 crore

Illustrative post-closing ownership:

Founders/Promoters — 75%

New Investors — 25%

The precise number and class of shares issued will depend on the Company's capitalization immediately before the investment.

Important Disclaimer

This term sheet is an illustrative commercial proposal, not an offer, invitation or solicitation to purchase securities. The proposed valuation, ownership, vesting, investor rights and investment structure remain subject to due diligence, negotiation and applicable Indian corporate, securities, tax and regulatory requirements. No investor return, profitability, technological outcome, consciousness preservation or physical immortality is guaranteed or represented.

Proposed Company: Sovereign Adhinayaka Shrimaan AI Technologies Private Limited

Status: To be incorporated

Proposed Round: ₹50 crore

Proposed Investor Ownership: 25%

Proposed Founder Ownership: 75%