**To:** Romi Sumaria **Subject:** Re: Navon Global SHA — comments before it goes wider Hi Romi, Thanks for sending this over — I've been through it in detail. Overall the structure is there, but I'd hold off circulating to the wider team until we've cleaned up a few things, and I think a couple of points are worth a proper conversation between us first. I've attached a marked-up comment doc, but the headlines: **1. The draft doesn't reconcile with itself yet.** A few core numbers contradict each other and should be fixed before anyone relies on them: - Total shares are given as 40,140 in Clause 4.2 but 40,728 in Schedule 1 (all the percentages are built off the latter). - New shares issued are stated as 10,293, but 7,462 + 2,850 = 10,312. - The vesting share counts in Clause 5.3 (26,633 / 133,163 for me; 31,235 / 156,174 for you) are about 13× our actual holdings in Clause 5.2 — they look like they've been carried over from another cap table. - "Restricted Period" isn't defined anywhere, but the whole non-compete section depends on it. - Kasbo comes in at ~$35/share vs the $67.01 Seed Price — worth us being clear on what the "advisory adjustment" is. - Minor: Clause 6.1 says the Lead Investor director is Sam Sumaria; 6.2B says Samir Shah. And there are still a few [•] placeholders to fill. **2. A few governance and leaver points I'd like to talk through** rather than redline cold — specifically the "Founder Majority" definition, the drag-along threshold and price floor, the Bad Leaver / Aggravated Bad Leaver mechanics, and how leaver classification gets decided. Nothing dramatic, I just want to make sure both founders are treated symmetrically. Easier on a call. **3. Worth a lawyer's eye** on the restrictive covenants and the England & Wales / Mauritius law interaction before we sign — the document itself flags the Mauritius point as needing confirmation. Happy to jump on a call this week before it goes out. Once we've agreed the direction I can turn my comments into specific redlines. Best, Karan