REVENUE SHARE AGREEMENT

THIS REVENUE SHARE AGREEMENT (this “Agreement”) becomes effective on DD-

MM-YYYY (“Effective Date”) by and among:

1) Incubator (Corporate identity number: xxxxxxxxxxxxxxxxxxxxx) is a Section 8

Company incorporated in India under the Companies Act, 2013. It has its registered
office at at xxxxxxxxxxxx, Hubali, Dharwad, Karnataka, India (hereinafter referred to as
Incubator);

AND

1. XXX Company Private Limited, a company incorporated under the Companies Act,
2013 with CIN# xxxxxxxxxxxxxxxxxxx having its registered office at No. xx, xxxxxxxxxx,
Bangalore, Karnataka, (hereinafter referred to as the “Company”).

WHEREAS,
A. Incubator (Corporate identity number: xxxxxxxxxxxxxxxxxxxxx)) is a Section 8
Company incorporated in India under the Companies Act, 2013 and plays the role of a
Technology Business Incubator to investee companies by providing, either by itself or
through its Affiliates (as defined below), assistance in the form of workspaces, seed
funding, mentoring and training in order to help new and very early-stage start-ups
formulate their idea successfully.

B. Company is engaged in the business of

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(“Business”).

C. Pursuant to discussions between Company and Incubator, Incubator has agreed to

subscribe to shares of the Company and has entered into a shareholder and share
subscription agreement dated DD-MM-YYYY.

D. INCUBATOR has facilitated the execution of Incubation Services Agreement,

between Company and INCUBATOR and INCUBATOR are affiliates of
INCUBATOR whereby INCUBATOR provides certain incubation services,
facilities and mentorship to the Company;

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties

and covenants set forth herein, the Parties hereby agree as follows
1 DEFINITIONS.

In this Agreement, the following words and expressions shall, except where the context
otherwise requires, have the following meanings respectively. Reference to any
capitalized term not defined herein shall have the meaning as ascribed to it under the
Companies Act, 1956 or the Companies Act, 2013 as applicable.

“Act” shall mean the Companies Act, 1956 or the Companies Act, 2013 to the extent
applicable and as notified or amended from time to time along with its rules;

“Affiliate” in relation to any party or Person: (a) means, as regards any partnership
(whether limited or unlimited), proprietorship, Hindu undivided family, trust, fund,
association, limited or unlimited liability company, corporation, or any other entity
(whether incorporated or not, or of whatever type or nature, wherever situated), any such
partnership, proprietorship, or any other entity which Controls, is Controlled by, or is
under the common Control with that Party or person; and / or (b) includes, as regards a
natural person, a Relative (as explained under the Act) of such party or person; and / or
(c) includes, as regards INCUBATOR, without prejudice to the generality of the
foregoing, shall include University, INCUBATOR and their respective limited partners
and any fund or investment vehicle owned, managed, advised, controlled or promoted by
INCUBATOR or by their respective Affiliates or investment managers or advisors;

“Board” shall mean the board of directors of Company, from time to time;

“Control” means when used with respect to any specified party or Person, means the
beneficial ownership, directly or indirectly, of more than 50% (fifty percent) of the
voting securities of such party or Person, or the power of such party to direct or influence
the management or policies of such party or Person, directly or indirectly, whether
through the ownership or voting of securities, by contract, by the right or power (whether
or not such right or power is actually exercised) to appoint or nominate the majority of
the composition of the board of directors or the governing body thereof or otherwise
howsoever controlling such party or Person in the discharge or carrying-out of its
business or operations or other commercial conduct, and the terms “Controlling”,

“Controlled”, “Controls” and / or related cognate expressions shall have meanings

correlative to the foregoing;

“Director” shall mean the director(s) on the Board from time to time;

“Equity Shares” shall mean equity shares of Company having face value of INR 10/-
each;
 “xxx university” is a deemed university under the Ministry of Human Resource
Development situated at xxxxxxxx, Hubbali, Dharwad, Karnataka;

“Investment” shall mean the purchase consideration of INR XXXX (Rupees in Words)
paid by INCUBATOR to Company for the Subscription Shares;

“Material Breach” would take place if Company or any of the Founders materially
breach or fail to observe or perform any of their respective covenants and / or agreements
under the Agreement and / or the Amended and Restated Articles and / or under
applicable laws and either, that breach or failure (i) is not capable of being remedied to
the satisfaction of INCUBATOR; or (ii) is not remedied by Company or the Founder
to the satisfaction of INCUBATOR within 30 (thirty) days of receipt of a notice issued
by INCUBATOR to Company or Founders requiring them to remedy that breach or
failure (as the case may be);

“Person” references to a person (or to a word importing a person) shall be construed so

as to include an individual, firm, partnership, trust, joint venture, company, corporation,
body corporate, unincorporated body, association, organization, any government, or state
or any agency of a government or state, or any local or municipal authority or other
governmental body (whether or not in each case having separate legal personality);

“Registrar of Companies” shall mean the Registrar, having the duty of registering
companies and discharging various function under the Act;

“Shares” shall mean the shares or securities of Company;

“Society for Incubation” or “INCUBATOR” is a Society registered under the

Karnataka Societies' Registration Act, situated at xxxxxxxxxxxxx, Hubbali, Dharwad,
Karnataka, and is involved in the support and promotion of different activities for the
development of entrepreneurialism by accommodating new entrepreneurial initiatives by
providing space, infrastructure services and technical assistance to set up their
businesses.

2 CONSIDERATION.
Company shall pay INCUBATOR one percent (1%) of cumulative net sales of the
Company and all its Affiliates (“Revenue Share”). The Revenue Share payment starts
when Company or its Affiliates’ cumulative annual revenue reaches INR 3 crore in
aggregate, or 3 years from Effective Date, whichever is earlier. The Revenue Share
 payment terminates when Company or its Affiliates’ annual revenues exceed INR 10
crores, or after a period of 7 (seven) years from the Effective Date, whichever is
earlier. Revenue Share amount will be paid annually within sixty (60) days of the close
of the financial year of Company. In the event it is not paid as specified, a compound
interest of nine percent (9%) per annum shall be due to INCUBATOR on the Revenue
Share amounts accrued for the period of default till date of actual payment. For
avoidance of any doubt, non-dilutive funding, grants received by the Company shall not
be treated as Revenue realized by the Company.

3 MISCELLANEOUS

3.1 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of India. Notwithstanding the provisions of Section 3.2, each of the
Parties hereby submits to the exclusive jurisdiction of competent courts in Dharwad.

3.2 Dispute Resolution If any dispute, controversy or claim among the Parties arises out of
or in connection with this Agreement, including the breach, termination or invalidity
hereof (“Dispute”), the Parties shall use all reasonable endeavours to negotiate with a
view to resolving the Dispute amicably. If a Party gives the other Parties notice that a
Dispute has arisen (a “Dispute Notice”) and the Parties are unable to resolve such
Dispute amicably, the Parties mutually agree that such Dispute shall be submitted for
resolution to binding arbitration in accordance with the rules of Arbitration and
Conciliation Act, 1996. The venue of the arbitration shall be Bengaluru. The language
of the arbitration shall be English. The parties shall bear their own legal and other costs
and expenses necessary to the Dispute, which has been submitted to arbitration in
accordance with this Section 3.2, without prejudice to the arbitrator’s right to award
costs or require any party to the arbitration to pay the costs and expenses of another
party thereto. Any arbitration proceedings hereunder shall be conducted on a
confidential basis.

3.3 Confidentiality. Parties will treat and hold in strict confidence any Confidential
Information it has received or will receive from the each other and will not use any of
the Confidential Information except in connection with this Agreement. Parties shall be
permitted to disclose all aspects of this Agreement to their respective affiliates,
employees, directors, representatives, investment bankers, accountants, legal counsels,
current and prospective investors, provided that such Persons mentioned herein are
under appropriate non-disclosure obligations imposed by upon them by law,
professional ethics or contracts. For the purposes of this Agreement, “Confidential
Information” shall mean any information concerning the business and affairs of the
Parties that is not already generally available to the public. Nothing herein shall affect
the ability of the Parties to make disclosures as is required of them, under applicable
law.
3.4 Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and sent by registered air mail, postage prepaid, E-mail or
 facsimile transmission and shall be sent to the addresses above mentioned in this
Agreement.
3.5 Expenses. Each party shall bear their legal costs towards the execution of this
Agreement; the stamp duty shall be paid by the Company.
3.6 Succession and Assignment. The provisions of this Agreement shall inure to the benefit
of and be binding upon the Parties hereto and their respective successors and permitted
assigns, heirs, executors and administrators of the Parties hereto. Neither Company nor
Founders shall assign any of its rights and obligations under this Agreement without the
prior written consent of each of INCUBATOR. INCUBATOR shall not assign any of
its rights and obligations under this Agreement without prior written consent of the
Founders.
3.7 Variation. Any variation or modification to the provisions of this Agreement shall be
effective only if such variation or modification is in writing and is signed by all the
Parties. The Founders covenant that they will not amend this Agreement without the
prior written consent of INCUBATOR.
3.8 Waiver. There shall be no waiver of any provision or condition of this Agreement
unless such waiver is evidenced in writing and is signed by the waiving party. No
omission or delay on the part of any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise thereof or of
any other right, power or privilege. The rights and remedies provided are cumulative
with, and not exclusive of, any rights or remedies provided by law.
3.9 Further Assurances. Each of the Parties shall perform such further acts and execute
such further documents as may reasonably be necessary to carry out and give full effect
to the provision of this Agreement and the intentions of the Parties as reflected hereby.
3.10 Severability. The invalidity of any portion of this Agreement shall not affect the
remaining portions of this Agreement or any part thereof and this Agreement shall be
construed as if such invalid portion or portions had not been inserted therein.
3.11 Entire Agreement. This Agreement (including the annexures referred herein), along
with the Share Subscription and Shareholders Agreement and Incubation Support
Agreement constitutes the entire agreement among the Parties and supersedes any prior
understandings, agreements, term sheet discussions or representations by or among the
Parties, to the extent they relate in any way to the subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.

For and on behalf of INCUBATOR Name: Prof. ABC

Signature:

Designation:

For and on behalf of Company Name: ABC

Signature:

Designation: Co-Founder / Director

Name: ABC

Signature:

Designation: Co-Founder / Director