LOG9 MATERIALS SCIENTIFIC PRIVATE LIMITED

Convertible Note Agreement

This Convertible Note Agreement (“Agreement”) is in respect of the investment by M/s Rajeev Chitrabhanu
HUF, an Hindu Undivided Family (HUF) incorporated and existing under the laws of India , having PAN:
AAJHR1099F and registered address at #E-1, Queen’s View 28/30, Walkeshwar, Mumbai- 400006, Maharashtra
(the “Investor”) of INR 2,50,00,000/- (Rupees Two Crore Fifty Lakhs only) (the “Investment Amount”) on or
about May 26th , 2022 in the Securities of Log9 Materials Scientific Private Limited, a company incorporated
under the laws of India having its registered office at # 9, Bellary Road, Off Jakkur Main Rd, Next to Aditya Birla
NuvoLtd, Jakkur Layout, Byatarayanapura Bangalore KA- 560092 (the “Company”, further details placed as
Annexure 2), subject to the terms described below.

Subject to the compliance with Applicable Indian Laws, the Parties hereby agree as follows:

1. Events & Consents

(a) Series B Financing.

Upon the occurrence of Series B Financing, on or before the expiry of 24 (twenty-four) months from the date
of receipt of Investment Amount by the Company (“Maturity Date”), the Convertible Note will be deemed
to automatically convert to such number of shares of the Conversion Shares equal to the Investment Amount
divided by the per share price of the Series B Securities discounted* at the rate of 2.5% per month from the
last date of the relevant month in which the Investment Amount was received by the Company.

For the purpose of illustration, if the Note is issued in the month of May, 2022 and where the Series B
Financing occurs any time after June 1st, 2022 but prior to July 1st, 2022, the applicable discount shall be
2.50% to the per share price of the securities issued under the Series B Financing.

*Valuation Cap: Notwithstanding anything contained in this paragraph and irrespective of the application
of the discount, the valuation of the Company for the purpose of determination of the per share price and
issuance of Conversion Shares to the Investor shall never be less than INR 11,00,00,00,000/- (Rupees Eleven
Hundred Crores only).

If the Series B Financing does not occur, on or before the Maturity Date, then on the immediately following
date of the Maturity Date, the Convertible Note will be deemed to automatically convert to such number of
shares of the Conversion Shares equal to the Investment Amount divided by INR 15,504/- (Rupees Fifteen
Thousand Five Hundred and Four only).

(b) Liquidity Event. If there is a Liquidity Event before the Conversion Date, the Convertible Note will
automatically be entitled to receive a portion of Proceeds, due and payable to the Convertible Note Holders
immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the Cash-Out
Amount i.e., greater of (i) the Investment Amount; or (ii) the amount payable on the number of shares of
Equity Shares equal to the Investment Amount divided by the Liquidity Price (the “Conversion Amount”).
If any of the Company’s security holders are given a choice as to the form and amount of Proceeds to be
received in a Liquidity Event, the Convertible Note Holders will be given the same choice, provided that the
Convertible Note Holders may not choose to receive a form of consideration that the Convertible Note
Holders would be ineligible to receive as a result of the Convertible Note Holders’ failure to satisfy any
requirement or limitation generally applicable to the Company’s security holders, or under any applicable
laws.
(c) Merger Event. If there is a Merger Event before the Conversion Date, the holders of Convertible Note will
automatically be entitled to receive shares or securities of the other surviving or resulting entity immediately
prior to, or concurrent with, the consummation of such Merger Event as if the Convertible Note represented,
out of the pre money valuation of the Company in connection with the Merger Event, value equal to the
greater of (i) the Investment Amount; or (ii) the value of the number of shares of Equity Shares equal to the
quotient of Investment Amount divided by the Merger Price (the “Conversion Value”).

The rights of the Convertible Note Holders to be allotted shares or securities of the surviving or resulting
entity equal in value to the greater of the Investment Amount or Conversion Value as above, is at par with
the right of holders of Equity Share of the Company, who are entitled to receive shares or securities of the
other surviving or resulting entity immediately prior to, or concurrent with, the consummation of such Merger
Event.

(d) Dissolution Event. If there is a Dissolution Event before the Conversion Date, the Convertible Note will
automatically be entitled to receive a portion of Proceeds apportioned to the Cash-Out Amount, and shall be
payable to the Convertible Note Holders immediately prior to the consummation of the Dissolution Event.

(e) Liquidation Priority. Subject to the Applicable Indian Law, in a Liquidity Event or Dissolution Event, the
Convertible Note Holders’ right to receive its Cash-Out Amount is:

(i) Junior to payment of outstanding secured indebtedness and secured creditor claims;

(ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient
to permit full payments to the holders of Convertible Note and other Equity Linked Securities, the
applicable Proceeds will be distributed pro rata to holders of Convertible Note and other Equity Linked
Securities in proportion to the full payments that would otherwise be due; and

(iii) Senior to payments for Equity Shares.

The right of the Convertible Note Holders to receive its Conversion Amount is (A) on par with payments for
Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds
on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii)
above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation
preferences, provided such payments do not reduce the Convertible Note Holders’ Conversion Amount below
the Cash Out Amount).

(f) Termination. This Agreement will automatically terminate (without relieving the Company of any
obligations arising from a prior breach of or non-compliance with this Agreement) immediately following
the earliest to the occurrence of: (i) the issuance of Series B Securities to the Convertible Note Holder
pursuant to the automatic conversion of Convertible Note under Section 1(a) above; or (ii) the receipt of
shares or securities of the other surviving or resulting entity by the Convertible Note Holder pursuant to
Section 1(c); or (iii) the payment, or setting aside for payment, of amounts due to the Convertible Note
Holders pursuant to Section 1(b) or Section 1(d).

2. Definitions

“Affiliate” means (i) any person or entity that controls, is controlled by or is under common control with
Investor, including, without limitation, any affiliated corporation, limited liability company, investment
advisor or manager, or general partner; (ii) any investment fund or similar vehicle in respect of which any of
the foregoing plays a material management role; and/or (iii) any predecessor or successor entities to any of
the foregoing.

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“Applicable Indian Law” means any and every Indian, Central or State laws, statutes, regulations,
ordinances, codes, rules, government orders, approvals of any competent authority or clearances or other
governmental restrictions.

“Articles of Association” shall mean the articles of association of the Company.

“Business” means the business of nanotechnology with a focus on sustainable energy storage technologies
and filtration applications of Graphene such as rapid charging solutions for electric vehicles and development
& commercialization of hybrid super capacitors, supercapacitors, aluminum Fuel cells and other technologies
for cleaner environment etc.

“Change of Control” means (i) a transaction or series of related transactions other than solely involving
issue or allotment of securities by the Company in which any person, directly or indirectly, becomes the
beneficial owner of more than 50% of the outstanding voting securities of the Company having the right to
vote for the election of directors on the Company’s board of directors, or (ii) any reorganization, merger or
consolidation of the Company, other than: (a) Merger Event; or (b) a transaction or series of related
transactions in which the holders of the voting securities of the Company outstanding immediately prior to
such transaction or series of related transactions retain, immediately after such transaction or series of related
transactions, at least a majority of the total voting power represented by the outstanding voting securities of
the Company or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or
substantially all of the assets of the Company.

“Conversion Date” means the date on which the Convertible Note are converted into the Conversion Shares
pursuant to Section 1(a).

“Conversion Shares” means the Equity Linked Securities or Equity Shares, in either case, issued and allotted
by the Company to the Convertible Note Holders, having the identical rights, privileges, preferences and
restrictions as the shares of the Series B Securities or the most latest Equity Linked Securities, other than
with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-
based anti-dilution protection, which will equal the conversion price set out in Section 1(a); and (ii) the basis
for any dividend rights, which will be based on the conversion price set out in Section 1(a) above.

“Dissolution Event” means (i) a voluntary termination of operations of the Company; (ii) a general
assignment for the benefit of the Company’s creditors; or (iii) any other liquidation, dissolution or winding
up of the Company (excluding a Liquidity Event or Merger Event), whether voluntary or involuntary.

“Existing Investors” means the persons listed under Annexure 3 to this Agreement.

“Existing SHA” means the shareholders’ agreement dated August 09, 2021 executed between the Company,
Founders and Existing Investors, with respect to the management of the Company and governing their inter
se rights and obligations as shareholders of the Company.

“Equity Shares” means equity shares of the Company having a face value of INR 1/- (Indian Rupees One
only) each.

“Equity Linked Securities” means any options, warrants, convertible debenture instrument or shares or
other convertible securities, Convertible Note issued by the Company that are, in each case, convertible into
Equity Shares.

“Founders” means Mr. Akshay V. Singhal, Mr. Kartik Hajela and Mr. Pankaj Sharma.

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 “Initial Public Offering” means a firm underwritten initial public offering of the Equity Shares (including
depository receipts), either domestic or overseas, of the Company and consequent listing of the Equity Shares
of the Company on domestic or internationally recognised stock exchanges, either:
(a) Through a public issue of fresh Equity Shares, or
(b) an offer of existing Equity Shares by some or all the shareholders of the Company; or
(c) a combination of (a) and (b).

“Convertible Note” means the convertible note issued by the Company at a principal value of INR
2,50,00,000/- (Rupees Two Crore Fifty Lakhs only), to be issued at par, having the rights set out in this
Agreement.

“Convertible Note Holder” means the holder of Convertible Note(s).

“Liquidity Event” means a Change of Control or an Initial Public Offering.

“Liquidity Price” means the price per share equal to the price per security offered at the time of the Liquidity
Event, determined by reference to the pre money valuation of the Company in connection with such Liquidity
Event.

“Merger Event” means any reorganization, merger, demerger or consolidation of the Company, in which
the holders of the Equity Shares and Equity Linked Securities of the Company outstanding immediately prior
to such transaction are receiving only shares of another surviving or resulting entity.

“Merger Price” means the price per share equal to the fair market value of an Equity Share at the time of the
Merger Event, determined by reference to the pre money valuation of the Company in connection with such
Merger Event.

“Options” includes employee stock options, employees stock purchases, RSUs, SARs, warrants or similar
securities, vested or unvested.

“Parties” means the Investor and the Company collectively and the term “Party” means the Investor and the
Company individually.

“Proceeds” means cash and other assets (including without limitation shares, securities) that are proceeds
from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution.

“Series B Financing” means a transaction or series of transactions with the principal purpose of raising
capital of at least $ 20,000,000/- (USD Twenty Million), pursuant to which the Company issues Series B
Securities, in either case, at a fixed valuation, including but not limited to, a pre-money or post money
valuation.

“Series B Securities” means the shares of the series of convertible instruments or Equity Shares, in either
case, issued to the investors investing new money in the Company in connection with the closing of the Series
B Financing.

3. Company Representations

The Company hereby represents and warrants as follows:

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(a) The Company is a company duly organized, validly existing and in good standing under the laws of India,
and has the power and authority to own, lease and operate its properties and carry on its business as now
conducted.

(b) The execution, delivery and performance by the Company of this Agreement is within the power of the
Company and has been duly authorized by all necessary actions on the part of the Company (subject to section
3(d)). This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of
general application relating to or affecting the enforcement of creditors’ rights generally and general
principles of equity. To the best of its understanding, the Company is not in violation of (i) its current
certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company
or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each
case, such violation or default, individually, or together with all such violations or defaults, could reasonably
be expected to have a material adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by this Agreement do not and will not:
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the
acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii)
result in the creation or imposition of any lien on any property, asset or revenue of the Company or the
suspension, forfeiture, or non-renewal of any material permit, license or authorization applicable to the
Company, its business or operations.

(d) No consents or approvals are required in connection with the performance of this Agreement, other than: (i)
the Company’s corporate approvals; (ii) any qualifications or filings under Applicable Indian Laws; and (iii)
necessary corporate approvals for the authorization of Convertible Note issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms)
sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights necessary for its business as now
conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights
of, others.

(f) The issuance and allotment of the Convertible Note shall be made in compliance with all Applicable Indian
Laws, including the pricing guidelines as per the existing foreign exchange regulations in India.

4. Investor Representations & Covenants

(a) The Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform
his/her obligations hereunder under the Applicable Indian Law. This Agreement constitutes valid and binding
obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally and general principles of equity.

(b) Parties acknowledge that the Existing Investors of the Company are classified into Class A Investor, Class B
Investor, Class C Investor or Class D Investor, on the basis of their shareholding in the Company, on a fully
diluted basis, and have the rights and obligations, as are attributed to such class of investor as per the terms
of the Existing SHA. Upon conversion of the Convertible Note and issuance of the Conversion Shares, the
Investor shall execute a deed of adherence, pursuant to which he/she shall have all the rights and be bound
by all the obligations under the Existing SHA as applicable to the relevant class of securities of the investor,
on the basis of shareholding threshold of the Investor in the Company, on the fully diluted basis.

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5. Miscellaneous

(a) Any provision of this Agreement may be amended, waived or modified only upon the written consent of the
Company and the Investor. Any party’s failure to enforce any provision of this Agreement will not in any
way be construed as a waiver of any such provision nor prevent that party from thereafter enforcing any other
provision of this Agreement.

(b) Any notice required or permitted by this Agreement will be deemed sufficient when delivered personally or
by overnight courier or sent by an email to the relevant address listed on the Annexure 1, or 96 hours after
being dispatched by registered mail with postage prepaid, addressed to the Party to be notified at such Party’s
address listed on the signature page, as subsequently modified by written notice.

(c) The Convertible Note holders are not entitled to vote or be deemed holders of Equity Shares for any purpose,
nor will anything in this Agreement be construed to confer on the Convertible Note Holders, as such, any
rights of a Company shareholder or rights to vote for the election of directors or on any matter submitted to
Company shareholders, or to give or withhold consent to any corporate action or to receive notice of meetings,
until corresponding Shares in lieu of the Investment Amount have been issued on the terms described in
Section 1.

(d) Neither Party shall have the right to assign this Agreement to any person, without mutual consent provided
however, that this Agreement and/or its rights may be assigned without the Company’s consent by the
Investor to any of its Affiliates.

(e) In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal
or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions
of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such
event, such provision(s) only will be deemed null and void and will not affect any other provision of this
Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect
and will not be affected, prejudiced, or disturbed thereby.

(f) Confidentiality. No announcement or disclosure of the interest of the Investor relating to the Company shall
be made or indicated by any Party without the prior written consent (which may include consent given by
facsimile or email transmission) of the Investor, unless such announcement or disclosure is required by
applicable laws or by any governmental authority or court of competent jurisdiction or other authority with
relevant powers to whose rules such Party is subject, in which case, reasonable notice should be given to the
Investor so as to afford the Investor an opportunity to take such action as may be necessary to comply with
applicable legislation or regulations.

(g) Non-disparagement. The Parties, covenant and agree that, beginning as of the date hereof, neither they nor
any of their agents, subsidiaries, affiliates, officers, directors, employees, shareholders and advisors or
attorneys shall in any way, directly or indirectly, alone or in concert with others, cause, express or cause to
be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that
disparage, call into disrepute, defame, slander or which can reasonably be construed to be defamatory or
slanderous to the other Parties or its Affiliates, successors, assigns, officers or employees.

(h) Indemnity.

A. Without prejudice to any other right available to the Parties to this Agreement under Applicable Indian
Law, the Company shall defend, indemnify and hold harmless the Investor and its Affiliates
(“Indemnified Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands,
claims (including third party claims), actions, judgments or causes of action, assessments, interests, fines,

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 penalties, and other costs or expenses (including, without limitation, amounts paid in settlement, court
costs and all reasonable attorneys’ fees and out of pocket expenses suffered or incurred by the Investors
and its Affiliates directly based upon, resulting from, or, arising out of, any misrepresentation or breach
or inaccuracy of or default in connection with any of the representations, warranties, covenants,
obligations and agreements of the Company under this Agreement.

(i) Further Actions. The Parties shall do or cause to be done such further acts, deeds, matters and things and
execute such further documents and papers as may reasonably be required to give effect to the terms of this
Agreement.

(j) This Agreement shall be governed and interpreted by, and construed in accordance with the laws of India.
Subject to the below sub-section, the courts of Bangalore shall have jurisdiction in respect of all matters
relating to or arising out of this Agreement.

(k) Any dispute, controversy, claims or disagreement of any kind whatsoever between or among the Parties in
connection with or arising out of this Agreement or the breach, termination or invalidity thereof (“Disputes”),
the disputing Parties shall endeavour to settle such dispute amicably whereby the disputing Parties shall
attempt to reach a resolution of the matter. If amicable settlement is not arrived at as above, within 30 (thirty)
days of the date of Dispute, the Dispute shall be resolved and settled exclusively and finally by arbitration
and either disputing Party may issue a notice of Dispute (“Notice of Dispute”) to the other disputing Parties.
Within 30 (thirty) days of the issue of a Notice of Dispute, the disputing Parties shall mutually agree on the
appointment of a sole arbitrator. If such mutual agreement is not arrived at within the aforesaid 30 (thirty)
day period, the disputing Parties shall refer the Dispute to an arbitral tribunal constituted in accordance with
this clause. The Disputes referred in this clause shall be referred to a sole arbitrator mutually appointed by
the Parties in accordance with the Arbitration and Conciliation Act 1996 (“Arbitration Act”). The arbitration
proceeding shall be carried out in accordance with the Arbitration Act. The arbitrator shall also decide on the
costs of the arbitration proceedings. The decision of the arbitrator shall be rendered in writing and shall be
binding upon the Parties. The seat of arbitration shall be Bangalore, India and the arbitration proceedings
shall be conducted in the English language.

(l) Limitation on Liability: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO

THE CONTRARY, IN NO EVENT (A) WILL ANY PARTY OR ANY OF ITS AFFILIATES BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS, LOSS OF REVENUE OR LOST SALES) IN CONNECTION
WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THE PURPOSE FOR
WHICH THIS DOCUMENT IS BEING EXECUTED, AND (B) WILL THE AGGREGATE LIABILITY
OF THE COMPANY FOR ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE INVESTMENT AMOUNT.
NOTHING IN THIS AGREEMENT SHALL HAVE THE EFFECT OF LIMITING OR RESTRICTING
ANY LIABILITY OF THE COMPANY IN RESPECT OF ANY CLAIM ARISING AS A RESULT OF OR
IN CONNECTION WITH ANY FRAUD, DISHONESTY, WILFUL CONCEALMENT OR WILFUL
MISREPRESENTATION BY THE COMPANY.

(m) Expenses: All expenses incurred by the Company in connection with issuance of Conversion Shares (such
as stamp duty, statutory fee etc.) shall be borne by the Company. All expenses incurred by the Investor before
remittance of the Investment Amount to the Company (including in connection with preparation and
negotiations of this Convertible Note) will be borne exclusively by the Investor.

(Signature page follows)

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 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered.

For Log9 Materials Scientific Private Limited

AKSHAY V Digitally signed by
AKSHAY V SINGHAL

SINGHAL Date: 2022.05.26

23:02:22 +05'30'
______________________
Name: Dr. Akshay V. Singhal
Title: Director
Address: 2193, Prestige Misty Waters, Kempapur Hebbal,
Bengaluru-560024
Email: akshay@log9materials.com

INVESTOR:

For Rajeev Chitrabhanu HUF

_____________________
Mr. Rajeev Chitrabhanu
Title: Karta
Address: E1, Queens View, 28/30 Walkeshwar Road,
Mumbai 400006
Email: rajeev@magnetic.ax

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 Annexure 1
Investor Details

Investor Name M/s.Rajeev Chitrabhanu HUF

Full address E1, Queens View, 28/30 Walkeshwar Road, Mumbai 400006
Address for E1, Queens View, 28/30 Walkeshwar Road, Mumbai 400006
Correspondence
Email ID: for all admin and rajeev@magnetic.ax
documentation
requirements
Nationality/ Country of India
Incorporation
Currency in which funds Indian Rupee (INR)
would be remitted

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 Annexure 2
Company Details

PAN AACCL8712D
Corporate Identity U29253KA2015PTC126433
Number
Registered address # 9, Bellary Road, Off Jakkur Main Rd, Next to Aditya Birla
NuvoLtd, Jakkur Layout, Byatarayanapura Bangalore KA- 560092

Address for # 9, Bellary Road, Off Jakkur Main Rd, Next to Aditya Birla
Correspondence NuvoLtd, Jakkur Layout, Byatarayanapura Bangalore KA- 560092
Email ID: for all admin akshay@log9materials.com
and documentation
requirements
Nationality Indian
Currency in which funds Indian Rupees (INR)
are to be remitted
Bank name and address Kotak Mahindra Bank
(where funds are to be
remitted)
Account Name Log9 Materials Scientific Private Limited
Account number 4211931986
IFSC Code KKBK0008080
SWIFT Code KKBKINBBCPC

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 Annexure 3
List of Existing Investors

S. No Name of Existing Investors of the Company

1. Technology Incubation and Entrepreneurship Development Society

(TIEDS)
2. GEMS Plus

3. MN Mobicules Systems Pvt. Ltd.

4. Sanjiv Rangrass
5. Vikas Singhal
6. Nidhi Aggarwal
7. Somesh Sharma
8. Metaform Ventures LLC
9. Anubhav
10. Anshul Kumar Sharma
11. Surge Ventures II
12. Exfinity Technology Fund Series-II
13. Rajesh Kumar Naidu Yabaji
14. Chanakya Hridaya
15. Nithya Venkataramani
16. LO Fund I
17. Sundararajan Desikan
18. Amara Raja Batteries Limited
19. SEA Frontier Fund LP
20. PTV International Ventures Limited

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