FOUNDERS AGREEMENT OF HERWAY COFFEE ROASTERS PRIVATE

LIMITED

This Founders Agreement (the “Agreement”) is entered into on Monday, the 4th day of
October, 2024 (“Execution Date”) at Bengaluru, Karnataka, by and amongst:

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1. Herway Coffee Roasters Private Limited, [CIN: U10792KA2024PTC184661],
a company incorporated under the Companies Act, 2013 having its registered office at Unit
101, Oxford Towers, 139, HAL Old Airport Road, Kodihalli, H.A.L II Stage, Bengaluru,
Karnataka – 560008, India, duly represented by its Director, Mr. Aaqib Rashid, (hereinafter
referred to as the “Company”, which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to include its successors in interest and permitted assigns).

2. Mr. Aaqib Rashid, [PAN: EHHPR0460R], S/o. Mr. Abdul Rashid Bhat, having his present
residential address at Kokar Gund, Yaripora, Anantnag, Jammu and Kashmir – 192232,
India (hereinafter referred to as “Aaqib”, which expression shall, unless repugnant to the
context thereof, mean and include his heirs, permitted assigns, administrators and
successors);

3. Mr. Arshad Ahamed, [PAN: BXUPA9819F], S/o. Mr. Noor Ahamed, residing at Near
KEB Suntikoppa, Ulugulli, Somwarpet, Kodagu, Karnataka – 571237, India (hereinafter
referred to as “Arshad”, which expression shall, unless repugnant to the context thereof,
mean and include his heirs, permitted assigns, administrators and successors); and

4. Mr. Talluri Janardhanakrishna, [PAN: BLNPJ3335E], S/o. Mr. Talluri Srinivas, having
his permanent residential address 7th Mile Camp, Virapapur Post, Sindhanur Taluk, Raichu,
Karnataka – 584128, India, (hereinafter referred to as “Janardhan”, which expression shall,
unless repugnant to the context thereof, mean and include his heirs, permitted assigns,
administrators and successors).

Aaqib, Arshad and Janardhan shall hereinafter individually be referred to as

“Founder/Co-Founder” and collectively as the “Founders”. The Company and the Founders
wherever the context so permits shall collectively be referred to as the “Parties”.

NOW THEREFORE, the Parties agree, effective on the date of this Agreement, to the
following terms and conditions:

1. AGREEMENT

1.1. The Company was duly incorporated on the 11th day of February, 2024 for the purpose

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 of engaging in the manufacture, retail, and trade of coffee seeds, coffee powder, coffee
related products, tea and tea related products by Mr. Aaqib Rashid and Mr. Arshad
Ahamed.

1.2. Mr. Aaqib Rashid and Mr. Arshad Ahamed are the initial subscribers to the
Memorandum of Association of the Company. Accordingly, they have deposited the
requisite subscription money to the Company’s bank account, corresponding to their
agreed investment in the Company’s share capital.

1.3. By virtue of rights issue, the Board of Directors of the Company, on the 15th May, 2024
allotted a 1,500 equity shares at a nominal value of Rs. 10/- each to Mr. Aaqib Rashid
and Mr. Arshad Ahamed, resulting in a cumulative total of 3,000 equity shares and an
aggregate amount of Rs. 30,000/- (Rupees Thirty Thousand Only).

1.4. Subsequent to the rights issue, on the 5th July, 2024 Mr. Aaqib Rashid and Mr. Arshad
Ahamed executed the requisite share transfer documentations and transferred 1,500
(One Thousand Five Hundred) equity shares at par value of Rs. 10/- (Rupees Ten Only)
each to Mr. Janardhan for consideration.

1.5. Mr. Janardhan was duly appointed as an Additional Director of the Company effective
from the 9th August, 2024 and he shall hold the office upto the date of the first Annual
General Meeting or the last date on which the first Annual General Meeting is required
to be held, whichever occurs first. Subsequently, on the 9th August, 2024 Mr. Aaqib
Rashid and Mr. Arshad Ahamed executed necessary share transfer documents to transfer
500 (Five Hundred) equity shares at par value of Rs. 10/- (Rupees Ten Only) each to
Mr. Sunil Kumar Kudallur Nair.

1.6. The parties hereto express their mutual desire to enter into this Agreement to delineate
their respective rights, obligations, roles and responsibilities.

2. Effective Date

2.1 This Agreement shall come into effect from 9th August, 2024 (“Effective Date”), unless
terminated in accordance with the terms of this Agreement.

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3. Authorised, Issued and Paid up Capital

3.1 Authorised Capital of the Company

The Authorised Capital of the Company as on the date of this Agreement is Rs. 10,00,000/-
(Rupees Ten Lakhs Only) divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

3.2 Issued and Paid Up Capital

The issued and paid up capital of the Company is Rs. 1,00,000/- (Rupees One Lakh Only)
divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

4. Board of Directors

4.1 As on the Execution Date, the Board of Directors (“Board”) of the Company consists
of Mr. Aaqib Rashid, Mr. Arshad Ahamed and Mr. Talluri Janardhanakrishna.

4.2 The Chairman of the Board, if any, will not have a casting vote in case of a deadlock.

4.3 The matters listed in Schedule-I of the Agreement require the affirmative consent of all
the Founders in writing before the Board can pass any resolution on the same, such
resolution shall be passed with the consent of all the Directors present at the board
meeting.

4.4 All the decisions of the Board shall be in accordance with the provisions of the
Companies Act, 2013 and shall be taken by majority of votes. The Parties agree that the
principles set out in Clause 4.3 is fundamental to the governance of the Company and
each Party undertakes not to commit any act or omission that would violate or prejudice
the spirit and intent of the Clause 4.3. If any other provision of this Agreement conflicts
with the provisions of Clause 4.3, the provisions of Clause 4.3 shall prevail and be given
effect to.

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5. Existing Shareholding of the Company

As on the Execution Date, the shareholding pattern of the Company is as follows:

Sl. No. of equity Percentage (%) of
Name of the Shareholder
No. shares Shareholding
1 Aaqib Rashid 3,000 30

2 Arshad Ahamed 3,000 30

3 Talluri Janardhanakrishna 3,000 30

4 Sunil Kumar Kudallur Nair 1,000 10

Total 10,000 100

6. Roles and Responsibilities:

In addition from being Directors of the Company, the Founders will have to adhere to the
following assigned and accepted roles and responsibilities:

6.1 Aaqib (CEO & D2C Operations and Sales):

 Strategic Leadership: Define and oversee the strategic direction of Herway Coffee,
ensuring alignment with the company’s long-term goals.

 Business Development: Spearhead business growth initiatives, secure key

partnerships, and drive expansion efforts both domestically and internationally.

 Financial Oversight: Manage financial operations, including budgeting, financial

forecasting, and ensuring fiscal responsibility and sustainability.

 Marketing and E-commerce Management: Oversee all marketing strategies, including

digital marketing and e-commerce operations, to maximize brand reach and revenue
through online channels.

 Investor Relations: Act as the primary liaison with investors, ensuring transparent
communication and fostering strong investor relationships.

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6.2 Arshad (Director of Manufacturing and Retail):

 Production Oversight: Manage all aspects of coffee production from bean selection
to final product, ensuring high standards of quality.

 Supply Chain Management: Optimize the supply chain to improve efficiency, reduce
costs, and ensure timely delivery of products.

 Retail Operations: Oversee physical retail operations, ensuring stores operate

smoothly and meet sales targets.

 Quality Control: Implement rigorous quality control measures to maintain the

premium quality of coffee products.

 Local Market Expansion: Explore and establish retail presence in local markets,
enhancing brand visibility and customer base.

6.3 Janardhan (Director of Technology and Operations):

 Technology Integration: Develop and implement technology solutions to streamline

operations, enhance customer experience, and increase operational efficiency.

 Operational Management: Oversee day-to-day operations, ensuring they align with

company goals and regulatory standards.

 Data Analytics: Utilize data analytics to inform business decisions and improve
service delivery.

 Infrastructure Development: Manage the development and maintenance of

operational infrastructure, including logistics networks and IT systems.

 Team Leadership: Lead and develop the operations team, fostering a culture of
innovation and continuous improvement.

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 6.4 While the above mentioned lists the broad division of responsibilities between the
Founders, the allocation is not strict and responsibilities of some of the activities may be
shared between the Founders. Wherever necessary, the Founders shall co-operate with
each other and provide the required assistance towards discharging the specific
responsibilities for the benefit of the Company.

6.5 Each Founder shall perform their obligations within the limits of their authorisation. The
Company or other shareholders of the Company shall not be entitled to any liability for
the services performed outside the scope of authorisation.

6.6 Any changes in the roles and responsibilities or alteration to the Employment Agreement
shall require unanimous consent of all the Founders.

7. Right to Participate

7.1 The Founders shall have the right to participate in any of the subsequent rounds of
investment in the Company. In case, any Founder opts not to exercise his right then the
shareholding percentage of that Founder shall stand diluted accordingly after the
investment round is completed. The Founders agree that any change in the capital table
of the Company, including but not limited to creation of ESOP pool, raising a new
round of investment through allotment of Company’s shares and transfer of shares to a
third party, shall be subject to unanimous approval of the Founders. It is agreed that all
shareholders of the Company shall dilute their shareholding pro rata towards any further
issue of shares by the Company.

8. Vesting of Shares

8.1 On the conclusion of one (1) year from the Effective Date of this Agreement, twenty-
five (25%) of the equity shares will be vested to the each of the Founders based on their
existing shareholding in the Company mentioned herein under Clause 5. Thereafter, the
remaining seventy-five (75%) shall be vested to each Founders in equal installments on a
monthly basis over a period of three (3) years from the first anniversary of the Effective
Date. The entire vesting schedule is morefully detailed herein under Schedule-II.

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 8.2 Notwithstanding the above, 100% of the shares held by the Founders shall be deemed to
have been vested with the respective Founders in the event of Change of Control of the
Company. For the purpose of this clause, “Change of Control” shall include (1) a sale of
all or substantially all of the Company’s assets other than to a third party; or (2) a merger,
consolidation or other capital reorganization or business combination transaction of the
Company with or into another corporation, Limited Liability Company or other entity.

9. Transfer or Transmission of Shares

9.1 If any Co-Founder, at any point of time, desires to sell any or all of the vested shares
(“Sale Shares”) held by him, such Co-Founder (“Selling Founder”) shall be first
offered the same to the other remaining Founders (“Purchaser”) in the ratio of their
inter se shareholding, by a written notice with the price (as per valuation done by a third-
party valuation) and terms and conditions of Sale Shares. It is agreed by the Parties that
in case any Founder wishes to sell his unvested shares, they shall be first offered to the
remaining Founders in the ratio of their inter se shareholding at face value.

9.2 The Purchaser shall in writing, either accept or reject the Sale Shares offered by the
Selling Founder within a period of thirty (30) working days from the date of offer and if
accepted, the transfer shall be completed within a period of thirty (30) days from the date
of acceptance.

9.3 In the event that the Purchaser declines, in writing to purchase the Sale Shares or
purchase only a portion of the Sale Shares, then the Selling Founder(s) may sell his shares
or the remaining portion thereof, to any third party who is not engaged in a Competitive
Business as defined below to the Company in any way.

9.4 Each of the Founders of the Company, other than the Selling Founder shall have the
right (the “Tag-Along Right”) but not the obligation to require the Purchaser in the
proposed transfer to purchase from such Founder, for the same consideration per share
(on an as-converted basis) and upon the same terms and conditions as to be paid and
given to the Selling Founder, up to a maximum number of shares equal to such
Shareholder’s pro rata share multiplied by the Sale Shares.

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 9.5 In the event of death of any of the Founders, the existing shares along with the vested
shares of such Founders shall be passed on to the nominees of the deceased Founder in
terms of Section 56 of the Companies Act, 2013 provided that such nominee will be
required to execute a deed of adherence. The unvested shares shall be offered at face
value to the remaining Founders in the ratio of their inter se shareholding.

10. Bank Authorization

The Founders will jointly agree to nominate any person(s) between them to operate the
account for fiscal ease and accountability, Bank account(s) opened in the name of the
Company shall be operated by Aaqib and Arshad. It is clarified that signature of both Aaqib
and Arshad may be required for the purpose of online and offline bank transactions and the
Founders hereby agree to retain this practice for ease of operations. For the purpose of
clarifications, all purchasers and transactions above Rs. 5,00,000/- (Rupees Five Lakhs Only)
will be finally determined by the Board of Directors. The limits can be modified by the
Board of Directors, from time to time.

11. Non-Disclosure and Non-Competition

11.1 Non-Disclosure: The Founders acknowledge that in the course of performing

services for the Company, the Founder will obtain knowledge of the Company’s
business plans, processes, software, know-how, trade secrets, methods, inventions,
improvements, disclosures, names and positions of Employees and/or other
proprietary and/or confidential information (collectively the “Confidential
Information”). The Founder agrees to keep the Confidential Information secret and
confidential and not to publish, disclose or divulge to any other party and the Founder
agrees not to use any of the Confidential Information for the Founder’s own benefit or
to the detriment of the Company without the prior written consent of the Company.
The Founder also agrees not to divulge, publish or use any proprietary and/or
confidential information of others that the Company is obligated to maintain in
confidence.

11.2 Non-Competition: The Founder agrees that from the Effective Date and for a period

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 of 36 (thirty-six) months after such a Founder ceases to be a Shareholder in the
Company, neither the Founder nor any corporation or other entity in which the
Founder may be interested as a partner, trustee, director, officer, Founder, agent,
shareholder, lender of money or guarantor, shall directly or indirectly: (a) engaged in
any Competitive Business (as that term is hereinafter defined) or any business/entity
which is invested by the Company, unless as approved by the Board; (b) render any
services to a Competitor or enter into employment with any of the Competitors; (c)
solicit or influence or attempt to influence any client, customer or other third - party to
direct its purchase of the products and/or services of the Company to itself or any
Competitor; or (d) solicit or attempt to influence any person, employed or engaged by
the Company (whether as an employee consultant, advisor or distributor or in any
other manner) to terminate or otherwise cease such employment or engagement with
the Company or become the employee of or directly or indirectly offer services in any
form or manner to himself or any other Person which is a Competitor of the
Company. For purposes of this Clause 11.2 the term “Competitive Business”/
“Competitor” shall mean any firm or business organization that competes with the
Company in the delivery, development and/or commercialization of similar online
services or solutions for the same or adjacent markets. The Founder’s ownership of no
more than 5% of the outstanding voting stock of a publicly traded company shall not
constitute a violation of this Clause 11.2.

11.3 Non-Solicitation: The Founder shall not during the course of his engagement with
the Company and for period of thirty-six (36) months after such a Founder ceases to
be a members of the Company, either alone or in association with others: (i) solicit, or
encourage any organization directly or indirectly controlled by the Founder to solicit,
any employee of the Company to leave the employment; (ii) solicit for employment,
hire or engage as an independent contractor, or permit any organization directly or
indirectly controlled by the Founder to solicit for employment, hire or engage as an
independent contractor, any person who was employed by the Company at any time
during the term of the Founder's engagement with the Company; or (iii) attempt in any
manner to contact any client/customer or solicit from any client/customer, except on
behalf of the Company, business of the type carried on by the Company or to persuade
any person, which is a client/customer of the Company to cease doing business or to
reduce the amount of business which any such client/customer has customarily done

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 or might propose doing with the Company or damage in any way the business
relationship that the Company has with any customer/client, whether or not the
relationship between the Company and such client/customer was originally established
in whole or in part through his efforts.

11.4 Exclusivity: The Founders shall not perform services of any kind or hold any interest
exceeding two percent (2%) of interest in any entity without the prior written consent
of the other Founders. For the purpose of the same, the Founders should be willing to
execute any documents or undertakings. In the event of any change in the position, the
same shall be duly notified to the Company and the Founders. Any breach of terms of
this clause, shall be grounds for immediate termination of the aforementioned
breaching Founder, after having been offered reasonable opportunity to provide an
explanation.

12. Inventions and Discoveries

12.1 Disclosure: The Founder shall promptly and fully disclose to the Company, with all
necessary detail, all developments, know-how, discoveries, inventions, improvements
(whether copyrightable, patentable or otherwise) made, received, conceived, acquired
or written by the Founder (whether or not at the request or upon the suggestion of the
Company, solely or jointly with others), during the period of this agreement with the
Company that: (i) result from, arise out of, or relate to any work, assignment or task
performed by the Founder on behalf of the Company, whether undertaken voluntarily
or assigned to the Founder within the scope of his responsibilities to the Company, or
(ii) were developed using the Company’s facilities or its resources or in Company time,
or (iii) result from the Founder’s use or knowledge of the Company’s Confidential
Information, or (iv) relate to the Company’s business or any of the products or services
being developed, manufactured or sold by the Company or that may be used in relation
therewith (collectively referred to as “Inventions”). The Founder hereby acknowledges
that all original works of authorship that are made by the Founder (solely or jointly
with others) within the above terms and that are protectable by copyright are owned by
the Company. The Founder understands and hereby agrees that no royalty shall be due
to the Founder as a result of the Company’s efforts to commercialize or market any
such Invention.

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 12.2 Assignment and Transfer: The Founder agrees to assign and transfer to the
Company all of the Founder’s right, title and interest in and to the Inventions, and the
Founder further agrees to deliver to the Company any and all drawings, notes,
specifications and data relating to the Inventions, and to sign, acknowledge and deliver
all such further papers, including applications for and assignments of copyrights and
patents, and all renewals thereof, as may be necessary to obtain copyrights and patents
for any Inventions in any and all countries and to vest title thereto in the Company and
to otherwise protect the Company’s interests therein. The Founder shall not charge the
Company for time spent in complying with these obligations. If the Company is unable
because of the Founder’s mental or physical incapacity or for any other reason to
secure the Founder’s signature to apply for or to pursue any application for any patents
or copyright registrations assigned to the Company as above, then the Founder hereby
irrevocably designates and appoints the Company and its duly authorized officers and
agents as the Founder’s agent and attorney in fact, to act for and in the Founder’s
behalf and stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if executed by the Founder.

12.3 Records: The Founder agrees that in connection with any research, development or
other services performed for the Company, the Founder will maintain careful, adequate
and contemporaneous written records of all Inventions, which records shall be the
property of the Company.

13. The Company Documentation

The Founders shall hold in a fiduciary capacity for the benefit of the Company all
documentation, drawings, manuals, reports, sketches, blueprints and all other writings,
electronic data, graphics and tangible information and materials of a secret, confidential or
proprietary information nature relating to the Company or the Company’s business that are
in the possession or under the control of the Founder.

14. Representations and Warranties:

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 Each of the Founders represents and warrants that:

14.1 He has the authority to enter into this Agreement and that he has read and understood
the terms of this Agreement.

14.2 He has all requisite power and authority, and does not require the consent of any third
party to enter into this Agreement and grant the rights provided herein.

14.3 The execution, delivery, and performance of this Agreement by him does not and will
not conflict with, breach, violate or cause a default under any other agreement, contract
or instrument to which he/she is a party or any judgment, order or decree to which he
is subject, including in relation to any data or information that he may use for
performing his obligations hereunder.

14.4 With respect to any information, know-how, knowledge or data disclosed by Founder
to the Company in the performance of this Agreement, Founder has the full and
unrestricted right to disclose the same.

14.5 Founder shall not in any way or in any form publicize or advertise in any manner the
fact that the Founder is performing the services without the prior written consent of
the Company. The Company may freely publicly disclose that Founder is a consultant
of the Company and may freely publicly disclose the Services performed by Founder
pursuant to this Agreement.

15. Injunctive Relief

The Company and the Founders understand and agree that any breach or threatened breach
by the Company or the Founders of any of the above provisions cannot be remedied solely
by the recovery of damages and in the event of any such breach or threatened breach, the
Company or the Founders, as the case may be, shall be entitled to injunctive relief,
restraining the Founders or the Company, as the case may be, and any business, firm,
Company, individual, or other entity participating in such breach or attempted breach from
engaging in any activity which would constitute a breach. Nothing herein, however, shall be
construed as prohibiting the Company or the Founders from pursuing in conjunction with

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 an injunction or otherwise, any other remedies available in equity for any such breach or
threatened breach, including the recovery of damages.

16. Indemnity

The defaulting Party hereby agrees to indemnify, defend and hold each of the Founder
(collectively, the “Indemnitees”) free and harmless from and against any and all actions,
causes of action, suits, losses, liabilities and damages and expenses in connection therewith,
including without limitation reasonable attorney’s fees and disbursements (collectively, the
“Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of or
arising out of or relating to the due defaulting Party’s breach of terms of this Agreement,
negligence or willful misconduct.

17. Termination

17.1 Voluntary Termination: A Founder may voluntarily terminate services with the
Company at any time and for any reason (a “Voluntary Termination”). However, the
exiting Founder (“Exiting Founder”) agrees to provide sixty (60) days advance notice
prior to the effective date of termination. In case of termination is for any reason
covered under the “Cause” (as defined below), the Exiting Founder shall compulsorily
offer to transfer the shares held by him to the remaining Founders (“Remaining
Founders”) in proportion to their inter se shareholding.

17.2 In case the Exiting Founder leaves before the completion of the vesting schedule as
provided in Clause 8, the unvested shares held by the Exiting Founder shall be
transferred at Face Value to the Remaining Founders, and the vested shares may either
be retained by the Exiting Founder or offered at a price determined by an independent
valuer to be appointed by the Company to the remaining Founders, in the ratio of their
inter se shareholding.

17.3 In case the Exiting Founder leaves after the completion of the vesting schedule as
provide in Clause 8, then all the shares held by such Founder may either be retained by
the Exiting Founder or offered to the remaining Founders at a price determined by an
independent valuer to be appointed by the Company. Provided that for any shares

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 retained by the Exiting Founder, the terms of Clause 9 shall continue to apply.

17.4 Termination for Cause: The Company may terminate the services of a Founder
immediately upon written notice to such Founder for a Cause as mentioned below:

For the purpose of this Agreement a “Cause” means, with respect to the Founder, the
determination of a majority decision of a quorum constituting non-defaulting
Founders:

(a) Founder has acted in material breach of his duty of care or fiduciary duty to the
Company.

(b) Founder has committed an act of fraud, willful misconduct, dishonesty, gross
negligence or abuse of authority including but not limited to leaking Confidential
Information of the Company, colluding with the competitors of the Company or
intentionally and materially harming the interests of the Company or has attempted
to do any of the above.

(c) Founder has engaged in an act of moral turpitude, inability to discharge obligations,
substandard performance of obligations, misbehavior or misconduct.

(d) The Founder commit any acts subversive to the discipline of the Company, or
otherwise misbehave in a manner that would be construed as being in violation of
the rules of the Company for the time being in force.

(e) The Founder’s employment with the Company is terminated for Cause.

The treatment of all shares of the Exiting Founder in case of termination for
reasons enumerated in sub clauses a) b) and c) of this Section 17.4 shall be
buy-back of such shares by the Company or purchase of the same by the Founders
in the ratio of their inter se shareholding at face value, subject to applicable laws.
Upon termination for any reason under Clause 17, the Exiting Founder shall also
resign from the Board of Directors of Company.

17.5 Termination of this Agreement shall not relieve the Founder or the Company of any

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 rights or obligations which have accrued prior to termination. Upon termination of this
Agreement, the exiting Founder shall hand over all documents and materials
constituting the property of the Company, including any proprietary rights, Intellectual
Property Rights and Confidential Information, which may be in the possession of the
Founder at the time of termination of this Agreement.

18. Expenses and Compensation

18.1 The Company shall promptly reimburse the Founders for reasonable expenses incurred
by them in their performance of the obligations, including reasonable travel and
lodging expenses, and all other reasonable expenses incurred by either of them in
connection with their performance towards the Company. All reimbursements will be
made in accordance with the policy and practice of the Company.

18.2 The compensation payable to each of the Founders shall be as per the terms of the
Employment Agreement executed with each such Founder.

19. Supersedes Other Agreements

This Agreement supersedes and is in lieu of any and all other arrangements between the
Founders and the Company.

20. Amendments

Any amendment to this Agreement shall be made in writing and signed by all the Parties
hereto.

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21. Enforceability

If any provision of this Agreement shall be invalid or unenforceable, in whole or in part,

then such provision shall be deemed to be modified or restricted to the extent and in the
manner necessary to render the same valid and enforceable.

22. Construction

This Agreement shall be construed and interpreted in accordance with the internal laws of
India.

23. Assignment

By the Company- The rights and obligations of the Company under this Agreement shall
inure to the benefit of, and shall be binding upon, the successors and assigns of the
Company.

By the Founder - This Agreement and the obligations created hereunder shall not be
assigned by the Founder, but all rights of the Founder hereunder shall inure to the benefit of
and be enforceable by his heirs, devisees, legatees, executors, administrators and personal
representatives.

24. Notices

All notices required or permitted to be given hereunder shall be in writing and shall be
deemed to have been given when mailed by certified mail, return receipt requested, or
delivered by a national overnight delivery service to the address set forth in the title clause or
by email.
Email Id of Aaqib :
Email Id of Arshad :
Email Id of Janardhan :

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25. Waivers

No claim or right arising out of a breach or default under this Agreement shall be discharged
in whole or in part by a waiver of that claim or right unless the waiver is supported by
consideration and is in writing and executed by the aggrieved party hereto or his or its duly
authorized agent.

26. Survival of Covenants

The provisions which by their nature survive, hereof shall survive the termination of this
Agreement. Furthermore, any other provision of this Agreement that, by its terms, is
intended to continue beyond the termination of the Founder’s employment shall continue in
effect thereafter.

27. Dispute Resolution

The Founders hereby agree that they will, at all times, act in good faith and make all attempts
to resolve all differences howsoever arising out of or in connection with this Agreement by
discussing internally between themselves otherwise at Board Level. However, if within
15 (fifteen) days of the commencement of the discussions at Board level the dispute is not
resolved the dispute shall be referred to arbitration in accordance with the Arbitration and
Conciliation Act, 1996 (as amended from time to time including statutory modifications or
re-enactments thereof). The seat and place of arbitration will be at Bengaluru. The arbitration
proceedings shall be conducted in English and by a sole arbitrator appointed mutually by the
disputing parties

28. Governing Law and Jurisdiction

This agreement shall be governed by the laws of India. Any dispute arising between the
Parties in respect of this Agreement shall be subject to the exclusive jurisdiction of the courts
in Bengaluru.

(Signature page on the next page)

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IN WITNESS WHEREOF, the Parties hereto have caused their signatures on the Agreement
as on the date and year first written above.

Aaqib Rashid Arshad Ahamed Talluri Janardhanakrishna

Founder & Director Founder & Director Founder & Director

Witness No. 1 Witness No. 2 Witness No. 3

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 SCHEDULE I

RESERVED MATTERS

The Reserved Matters requiring the affirmative vote of all the Directors shall be the following:

(a) Alteration or changes to the rights, preferences or privileges of any equity share;

(b) Increase or decrease or other alteration or modification in the authorized number of the
equity shares or preference shares or issuance of any shares/security by the Company;

(c) Creation (by reclassification or otherwise) of any new class or series of equity shares or
preference shares;

(d) Sale, transfer, mortgage, charge, pledge, creation of a lien or other encumbrance, lease,
exchange or other disposition of material assets or any interest therein or sale or disposition
of any part of the undertaking and/ or goodwill of the Company or the subsidiaries;

(e) Any action that results in the redemption or buy-back of any equity shares or preference
shares of the Company except repurchases at cost upon terminations of employment;

(f) Entering into, variation or termination of any material agreement or arrangement outside the
ordinary scope of business by the Company or the subsidiaries;

(g) Changes in the authorized number of directors on the Board and the manner of
appointment of Directors;

(h) Declaration or payment of any dividends or other distributions on any shares of the
Company;

(i) Amendments to the Memorandum of Association, Articles of Association and organizational

documents of the Company or any of its subsidiaries;

20
(j) Formation of any subsidiary or entering into any joint venture or similar arrangement by the
Company or any of its subsidiaries, acquisition of other businesses (other than short term
investments in bank deposits/mutual funds to park short term surplus funds);

(k) Commencement of any new line of business other than as stated in the Main Objects clause
of the Memorandum of Association of the Company which is in effect as on the date hereof;

(l) Any material transaction or dealings by the Company, its subsidiaries or any of their directors
with any connected persons other than in the ordinary course of business (subject to the
obligation to disclose all such transactions to the Investor);

(m) Mergers, acquisitions, change of voting control, amalgamations, consolidations, spin-offs,

sale of substantial assets, bankruptcy, voluntary liquidation, winding up, compromise with
creditors, other similar or related actions, either by or of the Company;

(n) Expenditure desired / proposed by the Company being in variance of more than 25 % to the
monthly pre-approved Budget / Business Plan expenditure or an amount Rs. 5,00,000/-
(Rupees Five Lakhs Only) only for the purpose of capital expenditure. No expenditure
exceeding the above stated variance/limits shall be incurred unless approved by all the
founders;

(o) Change of the statutory or internal auditors of the Company;

(p) Authorizing any indebtedness in excess of Rs. 5,00,000/- (Rupees Five Lakhs Only) or
creation of any lien or charges or mortgage or encumbrance on the assets of the Company in
connection therewith;

(q) Changes to material accounting or tax policies or practices;

(r) Any change in the financial year for preparation of audited accounts;

(s) Acquire or sell shares, securities, debentures, and bonds in or of any other company;

(t) Winding up and/or liquidation events of the Company or any of its subsidiaries;

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(u) Conversion of the Company from a private company to a public company; and

(v) Each of the above with respect to each subsidiary of the Company.

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 SCHEDULE II

VESTING SCHEDULE

No. of Equity Shares

Date of
Sl. No. Remarks
Vesting
Aaqib Arshad Janardhan

1 08-08-2025 750 750 750

2 08-09-2025 63 63 63

3 08-10-2025 63 63 63

4 08-11-2025 63 63 63

5 08-12-2025 63 63 63

6 08-01-2026 63 63 63

7 08-02-2026 63 63 63

8 08-03-2026 63 63 63

9 08-04-2026 63 63 63

10 08-05-2026 63 63 63

11 08-06-2026 63 63 63

12 08-07-2026 63 63 63

13 08-08-2026 63 63 63

14 08-09-2026 63 63 63

15 08-10-2026 63 63 63

16 08-11-2026 63 63 63

17 08-12-2026 63 63 63

18 08-01-2027 63 63 63

19 08-02-2027 63 63 63

20 08-03-2027 63 63 63

23
21 08-04-2027 63 63 63

22 08-05-2027 63 63 63

23 08-06-2027 63 63 63

24 08-07-2027 63 63 63

25 08-08-2027 63 63 63

26 08-09-2027 63 63 63

27 08-10-2027 63 63 63

28 08-11-2027 63 63 63

29 08-12-2027 63 63 63

30 08-01-2028 63 63 63

31 08-02-2028 63 63 63

32 08-03-2028 63 63 63

33 08-04-2028 63 63 63

34 08-05-2028 63 63 63

35 08-06-2028 63 63 63

36 08-07-2028 63 63 63

37 08-08-2028 45 45 45

Total 3,000 3,000 3,000

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