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 IN-DL77259776526309v

1. DEFINITIONS

Unless repugnant to the context, in this Agreement the expressions mentioned below shall have the
meaning as follows:

"Act" means the Companies Act, 2013, as amended from time to time, or with reference to such
sections as are notified and made applicable on the relevant date, the Companies Act, 2013 or any
other statutory amendment, re- enactment thereof,

"Ailiate" shall mean with respect to any Person, any company, corporation, association or other
entity, which, directly or indirectly, Controls, is controlled by or is under common Control with, such
Perso
"Agreement" includes the recitals and annexures to this management agreement and any
amendments made to this management agreement by the Parties in writing;

"Applicable Law" means any statute, law, regulation, ordinance, rule, judgment, notification, order
decree, bye- law, permits, licenses, approvals, consents, authorizations, govemment approvals
directives, guidelines, requirements or other govermmental restrictions, or any similar formof
decision of, or determination by, or any interpretation, policy or administration, having the force of
law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether
in effect as of the Effective Date or thereafter,

"Articles of Association" or "Articles" means the articles of association of the Companyas

amended from time to time; 2023
"Board" means the board of directors of the Company;
20
"Business" shall mean the business of the Company and includes the objects set forth within the
Memorandum of Association of the Company.
"Cause" means any of the following: (a) there has been a gross negligence and willful misconduct
with the Company; (6) the Founders
on part of the Founders in the course of his/her employment
the
commission of a felony, or dishonesty etc. in the course
has engaged in fraud, embezzlement, theft,
of his employment with the Company;(c) the Founders has engaged in such behavior materially
detrimental to the interests of the Company; (d) a material breach by the Founders of any of the
terms and conditions of this Agreement; (e) any
unauthorized or negligent disclosure of confidential
confidential information that are
information by the Founders, provided however any disclosure of
business shall not be deemed to be an unauthorized or
equired to be made in ordinary course of moral
NOAeghgent
7 disclosure herein; or (f) the Founders is charged with any felony or crime involving
Thituda fraud or misrepresentation;
Manoj KumarBhartt is, directly or indirectly, engaged in any commercial
Person who
Advocate"Compesitpr" means () any
which competes with the
the same as and/or substantially similar to the Business or
Area: Distactivit whch is Control of, Controlled by or under
and/ or (i) any Person in
Sessi usiness ($Relevant Person'");
the Relevant Person;
2 0 MMAR023

Regd. No. 2Commbrþntrol with,

GOV Exp.Dt. 15/03/202

oidéntial Information" shall include all
combnrcial value or other utility
in the business in

"Control', as used with respect to any

information
which
or material that has
Disclosing Party is
or

engaged;

Person means the direct or indirect beneficial ownership

shares
could have

of or
securities
or indirectly, more than 50% of the voting
or
the right to vote in respect of, directly directors of a
of a Person and/or the power to control the majority of the composition of the Board of
or direct the management or policies
of a Person by contraçt or
Person and/or the power to create
or any or all of he abOve;
qtherwjsg
 IN-DL77259776526309V

"Debenture Subscription & lnvestment Agreement" means the agreement by and among the
Company, the Promoters (equivalent to Founder in this document), and the investors for raising
investments by way of subscribing
compulsorily convertible debentures ("CCDs");
"Effective Date" shall mean the execution date of this Founders Agreement
"Founder" shall have same meaning as Promoter whose names and
particulars are more particularly
set out in Schedule I of Debenture
-

Subscription & Investment Agreement;

"Intellectual Property" includes, but is not limited to, trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets, algorithms, codes, inventions, processes,
software, formulas, ideas, concepts and
developments;
"Person" means any natural person, limited or unlimited
liability company, corporation, partnership
(whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association,
government or any agency or political subdivision thereof or any other entity that may be treated as a
person under Applicable Law;

"Relative" shall have the same meaning as defined under the Act;

2023
2. EMPLOYMENT
2 0 MA
2.1 The Company has employed the Founders to render services as described herein from the
Effective Date, and the Parties hereby set forth the terms of the founder's employment.

2.2 The Founders will, from the Effective Date, be required to carry out all duties associated with
employment as ofthe Company and as communicated to him by the Board from time to time
in accordance with the Articles and the terms of this Agreement. The Founders shall be
subject to the general supervision and control of the Board in accordance with Applicable
Law.

2,0.MAARCD023,It is expressly understood that to the extent the Company's Articles of Association require any
action by or relating to the Company to be approved by the Board, the Founders will seek and
obtain such approval in writing before taking action. The Founders shall not have or exercise
the powers which are required by law to be exercised by the Board or by the shareholders of
the Company in a meeting, except to the extent of his shareholding and in his personal
capacity, as member of the Board.
NOTKOA
2 The Founders represents and warrants to the Company that, as on the Effective Date: (a) he is
Manoj Kumar Dheri ee t enter into employment with the Company without violation of any third party rights
Advocale an-tha the employment with the Company shall not result in a violation of any agreement or
Area: Dlstt. 2
Session Cout,
restrictie condition that he may have with any third party including former employers; (b) he
Rohin, Delhi is sot a party to any arrangement or agreement which will compromise his ability to carry out
Regd. No.7146 théTTGlies for the Company; and (c) all information provided by the Founders in this

GOV. Exp.. 15103/202 ehnent is truthful and accurate; (d) he is competent to enter into this Agreement and
a b l e of performing the obligations hereunder.
The primary responsibilities of the Founders include but are not limited to managing all
company activities, including management, business development, operation and growth of
the Company. At the time of entering into this agreement, the Founders agree to take on the
following roles in the company:

(a) Rishikesh Ranjan being the Chief Executive Officer and Director of the Compan, js
serm3
3
 IN-DL77259776526309v

allocating capital,
for and executing the organisation's strategy,
responsible setting
team.
and building and managing the executive
IS
and Director of the Company,
(b) Akshay Goyal, Vice President (Operations)and
relations operations.
responsible for procurement, vendor
is responsible
and Director of the Company,
(c) Rahul Sharma, Vice President (Finance)
for finance, sales and marketing
responsible for
of the Company, is
(d) Milind Srivastava, Vice President (Engineering)
product, data and technology.
the Founders, the
division of responsibilities between
26 While the above clauses list the broad
between the founders. Whenever
Chief Executive Officer may reallocate responsibilities towards
the required assistance
the Founders shall cooperate and provide
necessary,
for the benefit of the company.
discharging the specific responsibilities
the board's majority
Chief Executive Officers decisions,
2.7 In case of any inconsistency in the takeover, asset sale,
This includes matters including
decision shall be final and binding.
dissolution or liquidation.
merger, amalgamation,
2 0 MAE2023

3. PLACE OF WORK

where the Founders shall perform Company, will be

services for the
The principal place of work, from Shadi Khampur,
Khasra No. 316, Khampur Raya Village,
the Company's offices located at 2364/8,
India.
Main Patel Road, New Delhi-110008,

DUTIES AND OBLIGATIONS

4.

duties and obligations of the Founders:

From the Effective Date, the following shall be the
services and perform such
time and attention to providing
4. The Founders agree to devote full
other duties as required by the Company.

to and bound bythe Company's policies, rules and

4.2 The Founders shall, at all times, be subject
notice by the
from time to time or as may be brought to his
regulations as may be in force
O T

Company.
commit any acts subversive to the
commit act or misconduct, or
Manoj KumaAEarti Tha Founders shall not any
otherwise misbehave in a manner that would be construed as
Advocate dscipline of the Company, or
for the time being in force.
Area: Dist.&
Sessin CoU1,
iolaling the rules of the Company
the
Rohinl, Dalhl the term of his employment, he shall work exclusively for
Regd. No. 9443 heFounders agree that during undertake to perform any work for any other
Person

SovT
Exp. Dt. 15/03/2025
O F

no3)1
ofmpany and will not perform or
ithout the specific prior
N
written permission of the Company

The Founders shall have the power

executed by the Company, to represent
for

to sign contracts, deeds and

each

the Company in dealings with the

to
such

be
instance of work.

documents proposed to be
Government and
filed in any legal
and applications required
other authorities and to sign pleadings

Aulharmd
such action having first been
by or against the Company, subject, however,
to
2 0proceedings
of a power of attorney granted in favour of the
2 0 MAR 2
approved by the Board or in pursuance loss,
event the Company is held liable for any damage,
Founders by the Company. In the from his action in violation of this Clause 4.5. the
Clain pr action arising directly or indirectly
 IN-DL77259776526309V

Founders shall indemnify the Company, its shareholders, officers, directors, employees, and
law for the
professional representatives to the maximum extent permissible under Applicable
time being in force in India.

5. REMUNERATION AND BENEFITS

In consideration of the duties and obligations, the Founders shall be entitled to the
5.1
remuneration and other employee benefits, both statutory as well as non-statutory, in
accordance with the ANNEXURE I. The remuneration payable to the Founders will be
effective from the Effective Date. It shall be reviewed periodically as the Board may decide
and may be revised or maintained as determined by the Board.

The Company shall reimburse all expenses actually and properly incurred by the Founders in
5.2 the course of business of the Company during the term of employment of the Founders with
the Company and in accordance with relevant Company policy (as amended from time to time
by the Company in its sole and absolute discretion), upon presentation of appropriate
documentation of such expenses at such time and in such form and manner as the Company
may prescribe.
The Company shall deduct from all compensation or benefits payable pursuant to this
5.3 Agreement such withholding and other taxes as are required by Applicable Law, any debts
owed by the Founders to the Company and any deduction from remuneration to which the
Founders has previously signified his consent in writing.

The Founders shall not be entitled to any benefits over and above what he is entitled to under
5.4
this Agreement and any statutory benefits accruing to him under Applicable Law. The
holidays and the leave entitlement of the Founders shall be govened by the Company's
policies as amended from time to time by the Company in its sole and absolute discretion.

2 0 M2023
RECEIPT OF PAYMENTS AND BENEFITS FROM THIRD PARTIES
6.

Neither the Founders nor the founder's Relatives, nor any company or business entity in which the
Founders or the founder's Relatives have an interest, are entitled to receive or obtain directly or
in respect of any business
indirectlyany payment, discount, rebate, commission or other benefits
O 1 4 a j e d (whether or not by the Founders) by or on behalf of the Company or any Affiliate or
a d o hdnd company; and if Founders, founder's Relatives or any company or business entity in which
Manej Kum Eoyers pr founder's Relatives have an interest, directly or indirectly obtain any such payment,
Advocardiscodpt bate, commission or other benefits; the Founders shall forthwith account to the Company
the value of the benefit
Se o its AAtes or the relevant associated company for the amount received or

Rohint, Dg obtyined
Ragd. o. 21433
Erp. Dt 15/03/2025/
INTLLECTUAL PROPERTY RIGHTS

a r h founder will grant and assign to the Company, all rights, titles, andinterests including all ideas
work products, intellectual property, know-how, and other rights, developed by the Founders in the
o r Business Model which will be the exclusive property of the Company, and neither founder
b e entitled at any time and for any reason to exploit such rights except in the framework of, and
for the benefit of, the Company. All intellectual property rights relating to or arising out of the
Business Model, including but not limited to patents, trademarks, copyrights, internal company
documents and information which are capable of registration will be registered solely in the nageof

5
 IN-DL77259776526309v

the Company. 0 MA 2073

8. NON-COMPETE AND NON-SOLICIT

8.1 The Founders covenant and agree that during the term of his employment starting from the
Effective Date and until the later of (i) the Founders ceasing to be a shareholder in the
Company; or (i) 12 (Twelve) months from the last working day of the Founders upon the
termination of employment (with or without Cause) with the Company, the Founders shal
not, directly or indirectly, in any capacity, whether through a partnership or as a shareholder,
joint venture partner, collaborator, consultant or agent or in any other manner whatsoever,
whether for profit or otherwise:

(a) carry on or participate (whether as a partner, shareholder, principal, agent, director,

employee or consultant) in any business and/ or activity which is the same as or
substantially similar to the Business, including in the business of any Competitor,
other than through the Company;

render any services to a Competitor or enter into employment with any of the
(b)
Competitors;
solicit or influence or attempt to influence any client, customer or other Person to
(c)
direct its purchase of the products and/or services of the Company to itself or any
Competitor, and/or

solicit or attempt to influence any Person, employed or engaged by the Company

(d)
(whether as an employeeconsultant, 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.

The Founders covenants and agrees that during the term of his employment starting from the
8.2
Effective Date and until the later of (i) the Founders ceasing to be a shareholder in the
Company; or (i) 12 (Twelve) months from the last working day of the Founders upon
termination of employment (with or without cause) with the Company, the Founders shall not,

directly or indirectly:
client/customer or solicit from
any client/customer,
(a) attempt in any manner to contact any
on behalf of the Company, business of the type carried on by the Company or to
except
to cease doing business or to
persuade any Person, which is a client/customer of Company
the
reduce the amount of business which any such client/customer has customarily done or might
or damage in any way the business relationship
that the
propose doing with the Company between the Company
Manoj Kumar Bharü whether not the relationship
Cpmpany has with any customer/client, established in whole or in part through his efforts; or
or

Advocate such client/customer was originally

Area:Distt. hn
Session Cout who is in the
anyone else to employ any person
Rohin), Dali{b) Eppploy or attempt to employ or assist of the Company at any time during
Regd. No. 21453 Tehployment of the Company or was in the employment
Exp. 0t. 15/03/202 he preceding 12 (welve) months.

The Founders undertake to ensurethat all business opportunities known to him or

and/or connected with the Business,
made
Tmd
are referred to
kooyn to him at any time, with respect to

2 0 7M A R
Mcompany. a uug

9. CONFIDENTIA;ITY

M
w
 IN-DL77259776526309V

The Founders will keep the Business Model, data, and any asset developed during their course ot
employment confidential. Founders may disclose the Business Model only on an as-needed basis and
only upon the agreement of all founders. The foregoing provision shall not apply to (i) information
which is in the public donmain other than as a result of a breach of a confidentiality obligation by the
disclosing party, (i) information which is required (at the advice of counsel) to be disclosed under
applicable law, (ii) information which the disclosing party can show by written evidence was known
to such party prior to its disclosure to the party with whom the disclosure has been made, or (iv)
information which can be shown by writen evidence to have been independently developed bythe
disclosing party at a time when he was not employed by the Company.

2022
10. REMEDIES
20M

10.1 Notwithstanding anything contained herein, the Founders acknowledge that a breach of any of
the covenants contained in this Agreement could result in irreparable injury to the Company
for which there might be no adequate remedy at law, and that, in the event of such a breach or
threat thereof, the Company shall be entitled to obtain remedies available under Applicable
Law including but not limited to injunctive relief through any court of competent jurisdiction.
The injunctive remedies are cumulative and are in addition to any other rights and remedies
that the Company may have at law or in equity.

11. TERMINATION

11.1 Termination Without Cause

The employment of the Founders with the Company may be terminated by the Company,
without Cause, by giving the Founders 6 (six) months' notice in writing or payment of 6 (six)
months' salary in lieu of such notice.

11.2 Termination of Employment by Founders

The employment of the Founders with the Company may be terminated by the Founders by
giving the Company 6 (six) months' notice in writing provided that the notice period (or any
portion thereof) may be waived by the Company after receipt of the notice from the Founders,
in case of such waiver the employment will be deemed terminated by the Founders as of the
date specified by the Company.

11.3 Termination for Cause

Y O MAR 20

OAAoCured
The Company shall notify the Founders after an event or circumstance that constitutes Cause

Manoj Kumar Bhart if such event or circumstance is capable of being remedied, the Founders shall have a
Area:Advocate
DIstL&
Session Court,
period of 60 (sixty) days to remedy such event or circumstance, and if such event or
circumstance is not remedied within the 60 (sixty) day period, then the employment of
Rohinl, Delhi
Exp.Regd.Dt. 15/03/2025
Ho. 21463 the Founders with the Company shall be terminated forthwith.

if such an event or circumstance is not capable of being remedied, then the

employment of the Founders with the Company shall be teminated by the Company
immediately on the occurrence of such event or circumstance.

It is clarified that upon the termination of the employment of the Founder with the company, he
shall automatically cease to be a director of the Company.
 IN-DL77259776526309v

11.4 Upon termination of employment, the Founders shall hand over all documents and materials
constituting the property of the Company, including any proprictary rights, Intellectual
Property Rights and Confidential Information, which may be in possession of the Founders at
the time of termination of his employment.

11.5 Termination of employment for any reason shall not entitle the Founders to any compensation
for loss of office under the Companies Act, and he shall only be entitled to such dues as may
be contractually or statutorily payable in terms of his employment.

11.6 Subject to the other terms of this Agreement upon cessation of employment for any reason
of
(either by way of termination by the Company or resignation by the Founders or retirement
the Founders in accordance with Company policies), the Founders shall cease to be the
director of the Company. The Company may, however, and further, depending on the
circumstances of cessation of his employment, may choose to retain the Founders in some
other capacity or designation on such terms and conditions as it deems appropriate.

2023
12. NOTICESS
2 0 MA
or made under
12.1 Notices, demands or other communication required or permitted to be given
this Agreement shall be in writing and shall be provided by email or registered post to the
addresses mentioned below:

IF TO THE COMPANY:

Address: Plot No 7/1, Block-A-2, W.H.S. Kirti Nagar, Delhi 110015

Kind Attn: Rishikesh Ranjan
E-mail: rishikesh@hatchnhack.com
Mobile: 8810424663

IF TO THE FOUNDERS:

Akshay Goyal
Address: FF-4, Plot Number 260, Gyan Khand 1 , Indirapuram, Ghaziabad, U.P. - 201010

Mobile: 7836851 522

E-mail: goelakshay.1390@gmail.com, CC to akshay@hatchnhack.com

NORhu! Sharma
ah RZB-150, Gali no.06, New Janakpuri, Uttam Nagar, Delhi 110059
aroj Kur Mohile 9899348601
Koag.ips@gmail.com, CC to rahul@hatchnhack.com
Advocate.
Ses51Rishikesh
Area Ranjan
Court,
ole a'Addrgss.E-359,
E o1S/03/eyMoble:
202 8810424663
Gali Number 1, Hari Nagar, Delhi-110064
20 NAR202
02Anail: ishikeshranjan1996@gmail.com, CC to rishikesh@hatchnhack.com

E Nnd Srivastava
Address: Mahesh Sadan, 265/1, Pushpanjali Vihar, Purvavali, Roorkee, Utarakhand - 247667

Mobile: 9634677554
E-mail: milind@ntitynetwork.com, CC to milind@hatchnhack.com
-4
In the event of any change in the address, the Party whose address is subject luul
to the changeT m d
12.2
shall communicate such change to the other Party in writing
 IN-DL77259776526309v

EXISTING SHAREHOLDING OF FOUNDERS

13.

which the founders have

As per clause 8 of Debenture Subscription & Investment Agreement,
Debenture Subscription and Investment
signed with investors, from the closing date of the first
Founders shall be considered as
Agreement, which is 7th November 2022, all shares with the
"Restricted Shares" for a lock-in period of 4 years. The details of
restriction can be found in clause
I1.
14 of this Agreement and periodicity restricted shares can be found in Annexure
of release of
Current Shareholding of Founders

of Face Value Percentage Type of

Founder No.
Instrument
Shares per Share Holding

Rs. 10/- 27.99% Restricted equity shares

Rishikesh 27,991
with differential voting rights
Ranjan
Rs. 10/- 27.99% Restricted equity shares
Rahul Sharma 27,991
with differential voting rights

Rs. 10/ 27.99% Restricted equity shares

Akshay Goyal 27,991
with differential voting rights

Rs. 10/- 11.92% Restricted equity shares

Milind 11,927
vith differential voting rights
Srivastava

REPURCHASE OPTION
2 0 2023
14. RESTRICTION, RELEASE TERMS AND

Lock-In. The Founders agree that neither of them shall sell nor transfer any of their respective
14.1
shares to a person (whether natural or juridical) for three years from the closing date. Any
additional shares that may be issued to the Founders as bonus shares (stock dividend) or shares
acquired by the Founders pursuant to a rights issue by the Company ("Additional Shares")
shall also be considered as Restricted Shares. Any trans fer violating this restriction shall be
void ab- Initio, and the Company shall refuse to recognize or give effect to such transfer.

NGLAS
tAanoj Kumar Bharü
A e Founders may, however, transfer their shares to any person during the lock-in period

Ysubject to the written prior approval of the Investor.

krea: Mstta Release of Restricted Shares. On completion of the first year ofthe Restriction Duration, 1/4th
Sessni!o, n DeCoutli ,
Rohi
grghe shares shall be released. For the subsequent period of 36 months, 1/48th of shares shall
Exp. D. 15/No0. 3/21463
Regd. 204 poreeased and become free from Restriction ("Released Shares").
The Founders shall be free to deal with the Released Shares in a manner approved by the
FNOhvestor. In the event
of termination a resignation from employment in relation to any of
a or
the Founders during the Restriction Duration, all Restricted Shares (i.e. the Restricted Shares
that have not become Released Shares) of such Founder shall become subject to the transfer
obligations set forth below:
2 oMAR2 9 0
Transfer Obligations. In the event of termination on disciplinary grounds (like theft, illegal
trading of company secrets, sexual harassment, physical assault etc.) or resignation from
employment jn relation to any of the Founders during the Restriction Duration or the Founder
 IN-DL77259776526309V

ceases to work for the Company for any reason which is not limited to incompetency, non-

have
perfomance, death or of Founder, the Restricted Shares of such Founder that
disability
value in Buy Back
not become Released Shares may be purchased by the Company at face
mode.
of
under clause 14.5 by giving notice
14.6 The Company may exercise a repurchase option arising is
Founder if he or she
exercise to the Shareholder having restricted shares (with a copy to the
than 60
to the Shareholder no later
not the Shareholder) and paying the Purchase Price
Business Days after the Exit Date, stating the number of shares to which it applies (which may
the Shareholder
be some all of the Restricted Shares). Upon that notice being given,
or
documents and resolutions) necessary to
undertakes to take all steps (including executing all of
number of Founder's Shares the subject
give effect to the repurchase by the Company of the the
the notice, and the Company will immediately
cancel them without further action by
Shareholder fails to comply with such
Shareholder in accordance with the Act. If the
as agent and attormey
to execute all
undertaking, it gives any director of the Company authority
of shares.
documents on their behalf to complete the repurchase

the Board may, upon obtaining

14.7 Board's Decision. Notwithstanding anything contained herein,
Investor) Approval, determine
majority shareholders of the Company's (mandatorily including Shares and become
that all or a Restricted Shares shall cease to be Restricted
portion of the
Released Shares.
of all shares held by each of
14.8 Voting Rights. Each Founder shall have voting rights in respect
Shares.
them, whether or not classified as Released
2 0: 2022
14.9 Accelerated release, if

Stock Exchange. or other

the Company enters into a listing agreement with the Indian
(a)
national stock exchange of similar or better standing;

the Company or a shareholder (or shareholders) of the Company enters into a binding
(b) of associated third parties) length
on arms
agreement with a third party (or group
a

which the third is to acquire (other than by way of a subscription for

terms under party
new shares) 50% or more of the voting shares of the Company, and that agreement

becomes unconditional;

to dispose of assets comprising more

(c) the Company enters into a binding agreement
than half the value of the Company's assets, the shareholders of the Company approve
NO the disposition of those assets and that agreement becomes unconditional; or

Manoj Kur.ar Ehartd theCompany resolves to amalgamate with any other company (whether
the
or not it is the

those in B and C
Arca:Advocat
Cist . e
is in substance
continuing company), in a transaction that
same as

above, the Company's repurchase option in

clause 14.5 will lapse.
Sesson Cout,
Rohitrt, ea.10/
Regd. that all pre-emptive rights and other share trans fer
.b214.10/ Prf-emptive rights: The parties agree the Company under
R06 Vpovisions of the Constitution do not apply to any share purchase made by
his Agreement.
0 MAR 2023
REMOVAL AND REsIGNATION OF FOUNDERS
15.

Any Founder may resign from the Company for any reason or no reason at all by giving
15.1
written notice to the other Founders.
m d

15.2 The yoard may remoye a Founder at any time, for any reason which is not limited to Y

a
 IN-DL77259776526309 v

incompetency, non-performance, indulgence in illegal work, acts or omissions detrimental to

the financial health or/and reputation of the company etc, by giving written notice to such
Founder.
15.3 If a Founder who is subject to a release schedule of Restricted Shares, departs the Company
prior to full release of his or her Restricted Shares, the company has the option to repurchase
the Restricted Shares at face value in Buy Back mode as specified in clause 14.5.

15.4 If no Founder remains as a partner of the Company at any point in time, then this agreement
will cease to be.

16. MISCELLANEOUS

16.1 This Agreement shall be interpreted in accordance with and governed by the laws of India
without regard to any conflict of laws principles. All disputes arising out of or in connection
with this Agreement shall be subject to the sole and exclusive jurisdiction of the courts of the
National Capital Territory of Delhi.

16.2 The rights of each Party under this Agreement shall not be to the exclusion of the rights
granted under Applicable Law but shall be in addition to such rights.

16.3 Each of the provisions of this Agreement is severable. If any provision of this Agreement (or
part of a provision) is found by any competent authority to be invalid. unenforceable or
illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal
provision would be valid, enforceable or legal if some part of it were deleted or modified, the
provision shall apply with whatever modification is necessary to effect the Parties'
commercial intention.

16.4 No amendment or waiver of any of the provisions of this Agreement shall be effective unless
made in writing and signed by both Parties.

16.5 This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter of this Agreement. This Agreement supersedes all prior discussions and
agreements (whether oral or written, including all correspondence), if any, between the Parties
with respect to the subject matter of this Agreement.

NO
TAR
Manoj Kumar Bhard
ArcAdvocal
a:Dist. e&
Session CGUi,
Ro!in, Dclhi
Ep.DRcgd.
L 15/o.03/21403
2025

aularma
 IN-DL77259776526309V

Annexure - I

1 REMUNERATION OF FOUNDERS

Sr. | Founder Remuneration (INR) Role

Base 50K+Other benefits as Vice President

1. Akshay Goyal
applicable under Law (Operations)

Chief Executive Officer

2. Rishikesh Ranjan Base 50K Other benefits as
applicable under Laww

Base 50K+Other benefits as Vice President (Finance)

3. Rahul Sharma
applicable under Law

Base 50K+ Other benefits as Vice President

Milind Srivastava
applicable under Law (Engineering)

2023
M
*
NO
Manoj Kumar Bharti\
AreAdvocat
Sessoa:0lCo:ati1.&,
TAR 20

GoL
O Rahinl, Deihi
Exp. ogd.1.15:No.73/221463324
 IN-DL77259776526309V

ANNEXURE -2

1. Term: As mentioned in clause 14 of this document.

Restricted Shares of the Founder)
Purchase Price: (Face value of Share) X (No. of
Founder's Shares
3.

95,900
Total number of Founder's Shares Thousand Nine
Hundred Only)
(Ninety Five

4. Founder's Shares subject to repurchase option

100%
Restricted Shares (% of each
subject to
Founder's Shares
repurchase option)

7th November 2022

Start date of the

restriction period

7th November 2023

25% of
Initial release date of
Founder
Restricted Shares per

December 2023
month from
7th day of each
dates for 1/36
Subsequent release
down to whole number)
(Rounded
Shares per
of balance Restricted
Founder

7th November 2026

Last date of restriction period,

when 100%qFRestricted shares
of Foundér sialthavéieep
releas/ Mano Kumar Dhuti\
AUvOca
.icit.&
Sess.i Cot, * 20 M 2023
Rohinl, Dcl41
GO Regd. No. 214,3
Exp.Dt 159 3:2925 20 7023
Armd
JCarmd
 IN-DL77259776526309V

IN WITNESS WHEREOF, the Parties hereto have

duly executed and deliverc this
Agreement as of the day, month and year above first writen.
For HatchnHack Solutions Private Limited
20 M 2023

T m a

ignature) (Signature)
Rishikesh Ranjan
RahulSharma Chief Executive Officer
Managing Director

auwd ama

(Signatur (Signatur
Aksha Rahul Sharma
Founder Founder 3

NO

ARP
Manoj Kumar Bharti
AdvOcate
Area: Dls:t&
2 0
M.
2023

Sessi Co,
Rohini,Deti (Signature) Signature
Regd. Ho. 21<63
Rishikesh Ranjan Milind Srivast
V
Exp. DL 10t*2025
Founder2 Founder4

RHb
Rars

(snim
2023 A-8234SY6V669 wiltes621625 4T6
20 M Witness 1

C398,Vicujd.lj S-Vivendy Naci

ATTEST D Iloo18 G16T3 ece No
Deu o o NesrRstaela
i1 14
NOTARY PUf
DELHI (INDIA)