FOR REVIEW PURPOSES ONLY. THIS IS NOT A LEGALLY BINDING DOCUMENT.

Date: [Date of Execution]

Parties:

1. The Company: Alpha Business Media PVT. LTD., a company incorporated under the laws of Nepal, (hereinafter referred to as “the Company”).
2. The Investor: [Full Legal Name of Investor], (hereinafter referred to as “the Investor”).

1. The Investment Amount

The Investor agrees to provide the Company with financing in the amount of [Investment Amount in Words] U.S. Dollars (USD [Amount in Figures]) (hereinafter referred to as the “Investment Amount”). This amount is not a loan, is not subject to repayment, and does not accrue interest.

2. Conversion into Equity

The Investment Amount will automatically convert into shares of the Company upon the occurrence of a Triggering Event. A Triggering Event is defined as the Company closing a new round of equity financing of at least USD 250,000 (hereinafter referred to as the “Qualified Financing”).

3. Conversion Mechanism

Upon the occurrence of a Qualified Financing, the Investment Amount will convert into preference shares of the Company at a price per share calculated based on the more favorable of the following two conditions for the Investor:

• a) The Discount Price: The price per share for the Investor will be equal to the price per share paid by new investors in the Qualified Financing, multiplied by 80% (which corresponds to a 20% discount).
• b) The Valuation Cap Price: The price per share for the Investor will be calculated based on a pre-money valuation of the Company of USD 1,500,000 (One Million Five Hundred Thousand U.S. Dollars) (hereinafter referred to as the “Valuation Cap”), divided by the total number of the Company’s shares outstanding before the round.

In simple terms: The Investor receives shares at either a 20% discount to the price of new investors or based on a $1.5 million maximum valuation, whichever is more beneficial for the Investor.

4. Liquidity Event

In the event of a sale of the Company, merger, or dissolution prior to a Triggering Event, the Investor shall have the right, at their option, to either:

• Receive a return of their Investment Amount.
• Convert the Investment Amount into ordinary shares of the Company at a price per share calculated based on the Valuation Cap.

5. Representations and Warranties

The Company represents that it is a legal entity duly incorporated in Nepal and has the full authority to enter into this agreement. The Investor represents that they have the right and financial capacity to make this investment.