NOPAL SUPPORT SERVICES PRIVATE LIMITED

EMPLOYEE STOCK OPTIONS SCHEME, 2024

Draft for Discussions

Privileged & Confidential
Draft for Discussions
Privileged and Confidential
May 28, 2024

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATIONS..................................................................... 3

2. OBJECTIVES AND TERM OF THE SCHEME............................................................... 7
3. AUTHORITY AND CEILING .......................................................................................... 7
4. ADMINISTRATION......................................................................................................... 8
5. APPLICABILITY AND GRANT OF OPTIONS............................................................... 8
6. VESTING SCHEDULE AND VESTING CONDITIONS.................................................. 9
7. EXERCISE OF OPTIONS.............................................................................................. 10
8. PRE-EMPTION RIGHTS OF COMPANY AND CURRENT SHAREHOLDERS ......... 12
9. RESTRICTION ON TRANSFER OF OPTIONS............................................................ 12
10. DEDUCTION OR RECOVERY OF TAX....................................................................... 12
11. AUTHORITY TO VARY TERMS.................................................................................. 13
12. MISCELLANEOUS........................................................................................................ 13
13. NOTICES........................................................................................................................ 14
14. ACCOUNTING AND DISCLOSURES ........................................................................... 14
15. GOVERNING LAWS ..................................................................................................... 15
16. JURISDICTION ............................................................................................................. 15
17. SEVERABILITY ............................................................................................................ 15
18. CONFIDENTIALITY ..................................................................................................... 16
ANNEXURE I .......................................................................................................................... 17
ANNEXURE II ......................................................................................................................... 20
ANNEXURE III........................................................................................................................ 21

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1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions

In this Scheme, unless the context or the meaning requires otherwise, the following words and
expressions shall have the following meanings:

(a) “Applicable Law” means every rule, regulation or law relating to Employee Stock
Options in India, including, without limitation, the Companies Act including any
enactment or re-enactment thereof, the rules made under the Companies Act, and all
relevant tax, securities, exchange control or corporate laws of India.

(b) “Approved Sale” means sale of Securities held by the Shareholders to any individual(s),
entity(ies) / or group(s) other than to the Promoter or Promoter Group, of more than [●]%
([●] percent) of the voting power in the Company and involving change of control over
the affairs of the Company or in the constitution of the Board.

(c) “Board” means the board of Directors of the Company.

(d) “Class B Equity Share” means such equity shares having face value of INR 10/- (Indian
Rupees Ten only) each, which do not carry any rights relating to voting or receiving of
dividend and such other terms as may be decided by the Board subject to and in accordance
with Applicable Law.

(e) “Companies Act” means the Companies Act, 2013 and includes any statutory
modifications or re-enactments thereof.

(f) “Company” means Nopal Support Services Private Limited, a company registered under
the Companies Act, 2013 and having its registered office at 2 nd Floor, DHFLVC Silicon,
Madhapur Road, Kondapur, Gachibowli, K.V. Rangareddy, Serilingampally, Telangana,
India – 500032.

(g) “Company Policies / Terms of Employment” means the Company’s policies (as may be
applicable to the Employees) for Employees and the terms of employment as contained in
the employment letter and the Company handbook (as amended from time to time), which
includes provisions requiring a desired level of performance, securing confidentiality, non-
compete and non-solicit obligations with respect to Employees and customers.

(h) “Director(s)” means director(s) appointed on the Board of the Company.

(i) “Eligibility Criteria” means the criteria as provided in clause 5.1, which may be
determined from time to time by the Board, for granting Employee Stock Options to
Employees under this Scheme.

(j) “Employee” means and includes:

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(i) a permanent employee of the Company working in India or out of India; and / or
(ii) a director of the Company, which includes a whole-time director, a non-executive
director;

but excludes:

(i) an employee who is a Promoter or belongs to the Promoter Group;

(ii) a Director who either by himself or through his relatives or through anybody
corporate, directly or indirectly holds more than 10% (ten percent) of the issued and
subscribed Equity Shares; and
(iii) a Director being an independent Director appointed in accordance with the Act.

(k) “Employee Shareholder” means a person who is the registered and beneficial holder of
the Class B Equity Shares received on exercising the Vested Options issued to such person.

(l) “Employee Stock Option(s)” means the stock option(s) granted to an Employee under
this Scheme, which gives such Employee the right, but not an obligation, to purchase or
subscribe at a future date, the Class B Equity Shares of the Company at a pre-determined
price, in accordance with this Scheme.

(m) “Equity Shares” means the ordinary equity shares of the Company having face value of
INR 10/- (Indian Rupees Ten only) each.

(n) “Exercise” means the expression of an intention in writing by an Employee, in the

prescribed Exercise Form (as provided in Annexure 2) to the Company, to subscribe /
purchase the Class B Equity Shares underlying the Options vested in him / her, in
pursuance of this Scheme and in accordance with the procedure laid down by the Company
for exercise of such Options. The term “Exercised” shall be construed accordingly.

(o) “Exercise Period” means such time period within which the Employee should Exercise
the Options vested in him/her in pursuance of this Scheme.

(p) “Exercise Price” means the price payable by an Employee in order to Exercise the Options
granted to him / her in pursuance of this Scheme.

(q) “Exiting Employee Shareholder” shall have the meaning ascribed to it in clause 8.1.

(r) “Fair Market Value” means the value of the Securities of the Company (calculated on
Fully Diluted Basis) as determined by an independent registered valuer or by any other
valuer as required by Applicable Laws for the time being in force.

(s) “Fully Diluted Basis” means a calculation assuming that all Securities existing, if any, at
the time of determination, including allocated or unallocated stock options, have been
exercised or converted into Equity Shares.

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(t) “Grant” means allotment of Options to the Employees under this Scheme, by way of
issuance of an Offer Letter.

(u) “Listing” means listing of the Company’s Equity Shares on any recognized Stock
Exchange.

(v) “Misconduct” means disregard or breach of the Company’s bye-laws, rules, regulations
and the Company Policies / Terms of Employment and includes mismanagement of
position by action or inaction, alleged wrongdoing, misfeasance, or violation of any rule,
regulation or law which was expected to be abided by the Employee.

(w) “Offer Letter” means the letter issued to an Option Grantee containing the number of
Options granted to such Option Grantee which may also include specific terms in relation
to the Grant of Options to such Option Grantee.

(x) “Option Grantee” means an Employee who has been Granted an Employee Stock Option
in pursuance of this Scheme.

(y) “Permanent Incapacity” means any disability of whatsoever nature, be it physical, mental
or otherwise, which incapacitates or prevents or handicaps an Employee from performing
any specific job, work or task which the said Employee was capable of performing
immediately before such disablement, as determined by the Board based on a certificate
of a medical expert identified by the Board.

(z) “Person” means any natural person, limited or unlimited liability company, corporation,
general partnership, limited partnership, proprietorship, trust, union, association, court,
tribunal, agency, government, ministry, department, commission, self -regulatory
organisation, arbitrator, board, or other entity, enterprise, authority, or business
organization.

(aa) “Promoter” means a Person:

(i) who has been identified as such by the Company in the annual return;
(ii) who has control over the affairs of the Company, directly or indirectly whether
as a Shareholder, Director or otherwise; or
(iii) in accordance with whose advice, directions or instructions, the Board of
Directors of the Company is accustomed to act.

Provided that nothing in sub-clause (iii) shall apply to a person who is acting merely in a
professional capacity.

(bb) “Promoter Group” means: (i) an immediate relative of the Promoter (i.e. spouse of that
person, or any parent, brother, sister or child of the person or of the spouse); (ii) persons
whose Shareholding is aggregated for the purpose of disclosing ‘Shareholding of the
promoter group’ in the offer document.

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(cc) “Scheme” means this Nopal Support Services Private Limited Employee Stock Option
Scheme, 2024 as referred to in clause 2.1, under which the Company is authorized to Grant
Employee Stock Options to the Employees.

(dd) “Securities” means collectively, Class B Equity Shares, Equity Shares, preference shares,
any shares, debentures, bonds, loans, appreciation rights, warrants, rights, options or other
similar instruments or securities which are convertible into or exercisable or exchangeable
for, or which carry a right to subscribe for or purchase Equity Shares of the Company or
any instrument or certificate representing a beneficial ownership interest in the Equity
Shares of the Company or any other securities issued by th e Company.

(ee) “Shareholders” means the registered holders of the Equity Shares and Class B Equity
Shares, details of whom are provided under the Register of Members maintained by the
Company from time to time.

(ff) “Stock Exchange” means the National Stock Exchange, Bombay Stock Exchange or any
other recognized stock exchanges in India on which the Company’s Equity Shares may be
listed.

(gg) “Unvested Option” means an Option in respect of which the relevant Vesting Conditions
have not been satisfied and as such, the Option Grantee has not become eligible to Exercise
the Option.

(hh) “Vested Option” means an Option in respect of which the relevant Vesting Conditions
have been satisfied and the Option Grantee has become eligible to Exercise the Option.

(ii) “Vesting” means earning by the Option Grantee, of the right to Exercise the Employee
Stock Options Granted to him in pursuance of this Scheme.

(jj) “Vesting Condition” means any condition(s) subject to which the Options Granted would
vest with an Option Grantee.

(kk) “Vesting Period” means the period during which the Vesting of the Employee Stock
Option granted to the Option Grantee, in pursuance of this Scheme takes place.

1.2. Interpretation

In this Scheme, unless contrary intention appears:

(a) the clause headings are for ease of reference only and shall not be relevant to interpretation;

(b) a reference to a clause number is a reference to its sub-clauses;

(c) words in singular number include the plural and vice versa;

(d) words importing a gender include any other gender;

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(e) a reference to an Annexure includes a reference to any part of that Annexure which is
incorporated by reference.

(f) references to the word “includes” or “including” are to be construed without limitation;
and

(g) the words “thereof”, “thereto”, “herein” and words of similar import when used with
reference to a clause, sub-clause or Annexure shall be construed as a reference to a clause,
sub-clause or Annexure of or to this Scheme.

2. OBJECTIVES AND TERM OF THE SCHEME

2.1. The objective of this ‘Nopal Support Services Private Limited Employee Stock Option Scheme,
2024’ is to reward the Employees for their association and performance as well as to motivate
them to contribute to the growth and profitability of the Company. The Company intends to use
this Scheme to attract and retain talent in the organization. The Company views Employee Stock
Options as instruments that would enable the Employees to get a share in the value they create
for the Company in the years to come.

2.2. This Scheme is established with effect from [●] and shall continue to be in force until its
termination by the Board. [Tatva: Company to insert the date as approved by the shareholders
approving this Scheme by way of special resolution.]

2.3. The Board may, subject to compliance with Applicable Laws, at any time alter, amend, suspend
or terminate this Scheme subject to the condition that any such variation shall not be prejudicial
to the interest of the Option Grantee and be approved by the Shareholders of the Company by
way of a special resolution or by following such compliances as set out in the Companies Act,
2013.

3. AUTHORITY AND CEILING

3.1. The Shareholders in their meeting held on [●], resolved to authorize the Board to Grant not more
than [●] Employee Stock Options to the identified Employees under this Scheme, in one or more
tranches, from time to time, exercisable into not more than [●] fully paid-up Class B Equity
Shares, with each such Option conferring a right upon the Option Grantee to apply for one Class
B Equity Shares, in accordance with the terms and conditions of such issue and subject to the
provisions of this Scheme (“Options Pool”). [Tatva: Company to insert the requisite number of
Employee Stock Options and number of Class B Equity Shares.]

3.2. If an Employee Stock Option expires, lapses or becomes un-exercisable due to any reason, it shall
be brought back to the Options Pool mentioned in sub-clause 3.1 and shall become available for
future Grants, subject to compliance with Applicable Laws.

3.3. Where Class B Equity Shares are issued consequent to the Exercise of an Employee Stock Option
under this Scheme, the Options Pool shall stand reduced to the extent such Class B Equity Shares
have been issued.

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4. ADMINISTRATION

4.1. This Scheme shall be administered by the Board of the Company. [The Board may delegate some
or all the functions relating to administration of the Scheme to any Person (including the Trust)
or to a sub-committee thereof, in which case the rights, powers, duties or liabilities of the Board
to the extent delegated shall be discharged by such relevant authority.] [Tatva: While the
administration vests with the Board, we have provided a language vis-à-vis delegation power to
the board. Please confirm.]

4.2. All questions of interpretation of this Scheme or any Employee Stock Option shall be determined
by the Board, and such determination shall be final and binding upon all persons having an
interest in this Scheme or in any Employee Stock Option issued thereu nder.

4.3. Notwithstanding anything contained to the contrary, only the Board shall, in accordance with
Applicable Laws, determine the following:

(a) the Eligibility Criteria of the Employees for being covered in the Scheme from time to
time;

(b) the quantum of Employee Stock Options to be granted per Employee, under this Scheme
subject to the overall ceiling as specified in sub-clause 3.1;

(c) the procedure for making a fair and reasonable adjustment in case of corporate actions such
as merger, sale of division, stock split / consolidation, rights issues, bonus issues and
others;

(d) the procedure and terms for the Grant, Vesting and Exercise of Employee Stock Options;

(e) the procedure for cashless exercise of Employee Stock Options, if required; and

(f) approve forms, writings, filings and / or agreements for use in pursuance of this Scheme.

5. APPLICABILITY AND GRANT OF OPTIONS

5.1. This Scheme shall be applicable to the Company and subject to Applicable Laws, the Options
may be granted to the Employees of the Company who satisfy the following Eligibility Criteria:

(a) Employees who have been recognized as key performers by the Board of the Company;

(b) Employees who have completed a minimum of [●] years of service with the Company;

(c) ; and

(d) Such other criteria as may be determined by the Board from time to time.

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[Tatva: The above eligibility criteria list is an indicative list. Please confirm if any criterion to
be added or deleted.]

5.2. The number of Options granted to each eligible Employee shall be communicated to such
Employee by an Offer Letter (as provided in Annexure 1), which shall be executed by the Board.

6. VESTING SCHEDULE AND VESTING CONDITIONS

6.1. Employee Stock Options granted under this Scheme shall vest only after a minimum period of [1
(one) year] from the date of Grant of such Options and shall vest for a maximum period of [4
(four) years] from the date of Grant of such Options.

6.2. Vesting of Options would be subject to the Option Grantee meeting the performance metrics /
standards set by the Company for the relevant year and his / her continued employment with the
Company, subject to being in good standing and being active on the rolls of the Company (should
not be servicing notice period) on the date of vesting.

6.3. The specific Vesting schedule and conditions subject to which Vesting would take place would
be outlined in the Offer Letter given to the Option Grantee at the time of Grant of Options.

6.4. Power to accelerate Vesting in certain cases

(a) The Board shall have the sole power to accelerate Vesting of any or all Unvested Options
in the event of:

(i) Listing; or

(ii) Approved Sale; or

(iii) Investment into the share capital of the Company by a third-party investor; or

(iv) Any such trigger event that may be decided at the discretion of the Board.

(b) Any or all of the Options remaining unvested as on the date of meeting of the Board to
consider the proposal for such acceleration, may at the discretion of the Board be deemed
to be vested with effect from that date or from such other date as the Board may determine.
However, acceleration of Vesting shall not be approved until the minimum Vesting Period
of 1 (one) year from the date of Grant of Options has elapsed.

(c) In the event of non-occurrence of the Listing or Approved Sale or such other trigger event,
as the case may be, on consideration of which the Board had accelerated the Vesting of
Options:

(i) such unexercised Options shall automatically stand devoid of such acceleration as
if such proposal was never considered nor approved by the Board, consequently

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such Unvested Options shall be subject to the Vesting schedule as provided under
sub-clause 6.3 above; and

(ii) any Class B Equity Shares that were allotted in accordance to the Exercise of the
accelerated Vested Options shall be subject to pre-emption rights set out in this
Scheme. Additionally, for the purpose of determining the time period of execution
of transactions mentioned in clause 8.2, the date of the Board meeting where the
non-occurrence of any Listing or Approved Sale is noted shall be considered, and
the ‘Exiting Employee Shareholder’ in such instance shall be the Employee
Shareholder who received the Class B Equity Shares pursuant to Exercise of the
accelerated Vested Options.

7. EXERCISE OF OPTIONS

7.1. Exercise Price

(a) The Exercise Price shall be mentioned in the Offer Letter given to the Option Grantee and
such price shall not be less than the face value of a Class B Equity Share of the Company
as on date of Grant of Options, and, if required by Applicable Law, shall not be less than
the Fair Market Value of the Securities of the Company at the time of Grant of relevant
Options to the Option Grantee.

(b) Payment of the Exercise Price shall be made by a crossed cheque, any normal banking
channel (such as IMPS, RTGS or NEFT) or a demand draft drawn in favour of the
Company, or in such other manner as the Board may decide at the time of Grant of Options.
[Tatva: Company to confirm if the above-mentioned mode of payment is fine.]

7.2. Exercise period and provision of exercise

(a) Exercise while in employment: Subject to clause 7.2 (b) and clause 7.2 (c), the Vested
Options can be Exercised by an Option Grantee within the maximum Exercise Period of 2
(two) months from the date of Vesting of Options. [Tatva: Company to confirm the period
within which the Vested Options are to be exercised.]

(b) Exercise in case of separation from employment:

(i) for any reason, except Misconduct by an Option Grantee – all Vested Options, as on
the date of such separation, must be Exercised by the Option Grantee within [90
(ninety) days] from the date of his / her separation and all remaining Unvested
Options shall stand cancelled with effect from the date of such separation.

(ii) due to Misconduct by an Option Grantee – all Options, vested and unvested, granted
to the Option Grantee shall stand cancelled with immediate effect from the date of
such termination.

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(iii) due to Death of an Option Grantee – (a) in the event the Option Grantee has been
associated with the Company as an Employee for at least [●] years prior to the event
of death, all Unvested Options as on the date of death of the Option Grantee shall
be deemed to be vested and accordingly, all Vested Options of the Option Grantee
must be Exercised by the Option Grantee’s nominee immediately after, but in no
event later than [180 (one hundred and eighty) days] from the date of death of the
Option Grantee; or (b) in the event the Option Grantee has not been associated with
the Company as an Employee for at least [●] years prior to the event of death, all
Vested Options, as on the date of such event, must be Exercised by the nominee of
Option Grantee within [180 (one hundred and eighty) days] from the date of death
of the Option Grantee and all remaining Unvested Options shall stand cancelled with
effect from the date of such event.

(iv) due to Permanent Incapacity of an Option Grantee – (a) in the event the Option
Grantee has been associated with the Company as an Employee for at least [●] years
prior to the event of permanent incapacity, all Unvested Options as on the date of
such separation shall be deemed to be vested and accordingly, all Vested Options of
the Option Grantee must be Exercised by the Option Grantee or its nominee
immediately after, but in no event later than [180 (one hundred and eighty) days]
from the date of such separation; or (b) in the event the Option Grantee has not been
associated with the Company as an Employee for at least [●] years prior to the event
of permanent incapacity, all Vested Options, as on the date of such event, must be
Exercised by the Option Grantee or its nominee within [180 (one hundred and
eighty) days] from the date of such separation and all remaining Unvested Options
shall stand cancelled with effect from the date of such event.

(v) due to any reason not covered above – all Options, vested and unvested, granted to
the Option Grantee shall stand cancelled with immediate effect from the date of such
separation.

(c) Exercise on accelerated Vesting: In the event of accelerated Vesting as set out in clause
6.5, the Board shall also have the right to vary the Exercise Period of such accelerated
Vested Options. Subject to clause 6.5(c) above, any Options not Exercised by the Option
Grantee during such revised Exercise Period shall lapse.

7.3. Lapse of Options

The Vested Options not Exercised within the Exercise Period prescribed above shall lapse and
the Option Grantee shall have no right over such lapsed or cancelled Options.

7.4. Right to prescribe for cashless exercise of Options

Notwithstanding anything contained in the foregoing provisions relating to exercise of Options,

the Board is entitled to specify such procedures and mechanisms for the purpose of implementing
the cashless exercise of Options as may be necessary and the same shall be binding on all the
Option Grantees. The procedure may inter alia require the Option Grantees to authorize any

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Person to deal with the Options on the Option Grantees’ behalf till the realization of sales
proceeds, subject to Applicable Laws.

8. PRE-EMPTION RIGHTS OF COMPANY AND CURRENT SHAREHOLDERS

8.1. In case of separation of the Employee Shareholder from the employment or service of the
Company (“Exiting Employee Shareholder”) for any reason whatsoever whether enumerated
in sub-clause 7.2 (b) of the Scheme or not, the Company at the instance of the Board, shall have
the right of buy-back or in alternate, the Person as identified by the Board shall have the right to
acquire the Class B Equity Shares held by the Exiting Employee Shareholder in the manner
approved by the Board.

8.2. Subject to exercise of pre-emption right as set out in clause 8.1 above, the Exiting Employee
Shareholder shall be obliged to offer the Class B Equity Shares if any allotted under the Scheme
within: (a) [2 (two)] months of separation from the employment or service, or (b) such date as
intended by the Board, whichever is later. In case of separation happening on account of death of
the Option Grantee, the nominee of the Option Grantee/Employee Shareholder shall be deemed
to be an Exiting Employee Shareholder for the purpose of this clause and the period of [2 (two)]
months mentioned hereinabove shall be substituted with [6 (six)] months in case of dealing with
a nominee/legal heir.

8.3. Subject to Applicable Laws, the Class B Equity Shares shall be bought back or acquired, at the
following price as the full and final consideration of such buy -back or acquisition by the
Company or identified Person, as the case may be, being either of the:

(a) Fair Market Value of the Class B Equity Shares prevailing as on date of such intended
buy-back or acquisition; or

(b) Price at which Securities were issued, if any, by the Company in the [6 (six)] months
preceding the date of such intended buy-back or acquisition; or

(c) price determined by the Board.

9. RESTRICTION ON TRANSFER OF OPTIONS

9.1. The Employee Stock Option shall not be pledged, hypothecated, mortgaged or otherwise
alienated in any other manner.

9.2. Employee Stock Options shall not be transferable to any person except in the event of death of
the Option Grantee, in which case clause 7.2 (b) would apply.

9.3. No person other than the Option Grantee to whom the Employee Stock Option is granted shall
be entitled to Exercise the Employee Stock Option.

10. DEDUCTION OR RECOVERY OF TAX

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The Company shall have the right to deduct from the Employee’s salary, any of the Employee’s
tax obligations arising in connection with the Employee Stock Option or the Class B Equity
Shares acquired upon the Exercise thereof. The Company shall have no obligation to deliver the
Class B Equity Shares to the Option Grantee until such tax obligations have been satisfied by the
Option Grantee.

11. AUTHORITY TO VARY TERMS

Subject to provisions of clause 2.3, for the purpose of efficient implementation and administration
of the Scheme, the Board may, subject to Applicable Laws and with the approval of the
Shareholders by a special resolution, revise any of the terms and conditions in respect of the
existing Scheme to the extent Options are not Exercised by the Option Grantee or any new Grant
of Options provided that the variation is not be prejudicial to the interest of the Employees.

12. MISCELLANEOUS

12.1. Buy-back of Vested Options: Subject to Applicable Law, the Board at its sole discretion, shall
have the right but not the obligation to provide a cash-out or exit opportunity to the Option
Grantees in the form of buy-back of such number of Vested or Unvested Options Granted to an
Option Grantee, as the Board may determine, at a price not less than the Fair Market Value of
the Securities, at the time of such determination.

[Tatva: Considering the market trends, we have provided an enabling clause whereby the Board
can provide the opportunity to Option Grantees to cash-out without being subject to the Exercise
process or being shareholders of the Company as holders of Class B Equity Shares.]

12.2. The Employee shall not in any manner enjoy the benefits of a Shareholder in respect of Employee
Stock Options granted, till the Class B Equity Shares underlying such Employee Stock Options
are allotted on Exercise of such Employee Stock Option.

12.3. Nothing herein is intended to or shall give the Option Grantee any right or status of any kind as
a Shareholder of the Company (for example, bonus shares, rights shares, dividend, etc.) in respect
of any Class B Equity Shares covered by the Grant, unless the Option Grantee Exercises the
Employee Stock Option and becomes a registered holder of the Class B Equity Shares of the
Company.

12.4. If the Company issues bonus or rights shares, the Option Grantee will not be eligible for the
bonus or rights shares in the capacity of an Option Grantee.

12.5. Government regulations: This Scheme shall be subject to all Applicable Laws, and approvals
from government authorities.

12.6. Inability to obtain authority: The inability of the Company to obtain consent from any
regulatory body having jurisdiction over the Company, or under any Applicable Laws, for the
lawful issuance and sale of any Class B Equity Shares hereunder shall relieve and wholly

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discharge the Company from any and all liability in respect of the failure to issue or sell such
Class B Equity Shares.

12.7. Neither the existence of this Scheme nor the fact that an individual has on any occasion been
granted an Employee Stock Option shall give such individual any right, entitlement or
expectation that he has or will in future have any such right, entitlement o r expectation to
participate in this Scheme by being granted an Employee Stock Option on any other occasion.

12.8. The rights granted to an Option Grantee upon the Grant of an Employee Stock Option shall not
afford the Option Grantee any rights or additional rights to compensation or damages in
consequence of the loss or termination of his office or employment with the Company for any
reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).

12.9. The Option Grantee shall not be entitled to any compensation or damages for any loss or potential
loss which he may suffer by reason of being unable to Exercise an Employee Stock Option in
whole or in part.

13. NOTICES

13.1. All notices of communication required to be given by the Company to an Option Grantee by
virtue of this Scheme shall be in writing. The communications shall be made by the Company in
any one or more of the following ways:

(a) Sending communication(s) to the address of the Option Grantee available in the records of
the Company;

(b) Delivering the communication(s) to the Option Grantee in person with acknowledgement
of receipt thereof; or

(c) Emailing the communication(s) to the Option Grantee at the official email address
provided, if any, to the Company during the continuance of employment or at the email
address provided by the Option Grantee after cessation of employment.

13.2. All notices of communication to be given by an Option Grantee to the Company in respect of this
Scheme shall be sent either to the postal or email address mentioned below:

Address : [●]
Attention : [●]
Telephone : [●]
Email : [●]

[Tatva: Company to provide information]

14. ACCOUNTING AND DISCLOSURES

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14.1. The Company shall follow the laws/regulations applicable to accounting and disclosure related
to Employee Stock Options, including but not limited to the Guidance Note on Accounting for
Employee Share-based Payments (“Guidance Note”) and / or any relevant accounting standards
(“Accounting Standard”) as may be prescribed by the Institute of Chartered Accountants of
India (ICAI) from time to time, including the disclosure requirements prescribed therein.

14.2. Where the existing Guidance Note or Accounting Standard do not prescribe accounting treatment
or disclosure requirements for any portion of the Scheme, then the Company shall comply with
the relevant Accounting Standard as may be prescribed by the ICAI from time to time.

15. GOVERNING LAWS

15.1. The terms and conditions of this Scheme shall be governed by and construed in accordance with
the laws of India including the income tax laws and foreign exchange laws mentioned below.

15.2. Income tax laws: The provisions of the Income Tax Act, 1961 and the rules made thereunder (as
amended and enacted from time to time) shall be applicable in respect of taxability of Employees
and the Company arising out of any transaction in the Employee Stock Options.

15.3. Foreign exchange laws: In case any Employee Stock Options are granted to any Employee being
resident outside India, the provisions of the Foreign Exchange Management Act, 1999 and rules
or regulations made thereunder (as amended and enacted from time to time) shall be applicable
and the Company has to comply with such requirements as prescribed in connection with the
Grant, Vesting and Exercise of Employee Stock Options and allotment of Class B Equity Shares
thereof.

16. JURISDICTION

16.1. The Courts in Hyderabad, India shall have jurisdiction in respect of any and all matters, disputes
or differences arising in relation to or out of this Scheme.

16.2. Nothing in this clause will however limit the right of the Company to bring proceedings against
any Employee in connection with this Scheme:

(a) in any other court of competent jurisdiction; or

(b) concurrently in more than one jurisdiction.

17. SEVERABILITY

In the event any one or more of the provisions contained in this Scheme shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Scheme, but this Scheme shall be
construed as if such invalid, illegal, or unenforceable provision had never been set forth herein,
and this Scheme shall be carried out as nearly as possible according to its original intent and
terms.

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18. CONFIDENTIALITY

18.1. An Option Grantee must keep the details of this Scheme and all other documents in connection
thereto strictly confidential and must not disclose the details with any of his peers, colleagues,
co-employees or with any employee and/or associate of the Company, unless prior authorisation
has been taken from the Board in writing. In case Option Grantee is found in breach of this
confidentiality clause, the Company has undisputed right to terminate any agreement and all
unexercised Options shall stand cancelled immediately. The decision and judgment of the Board
regarding breach of this confidentiality clause shall be final, binding and cannot be questioned
by the Option Grantee. In case of non-adherence to the provisions of this clause, the Board shall
have the authority to deal with such cases as it may deem fit.

18.2. On acceptance of the Grant of Option offered by the Company, it shall be deemed that the Option
Grantee has authorized the Company to disclose information relating to the Option Grantee
during the process of implementation of the Scheme or while availing any consulting or advisory
services thereof or any other incidental services to its officers, professional advisors, agents and
consultants on a need-to-know basis. Such consent shall also be deemed for the purposes of
collection, handling and storing any personal and sensitive data or information of the Employees
such as: (a) passwords; (b) financial information such as bank account, debit or credit card
details; (c) physical, psychological and mental health condition; (d) sexual orientation;
(e) medical records and history; and (f) biometric information.

[Intentionally left blank.]

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ANNEXURE I
OFFER LETTER

To,

[●],

Subject: Grant of Employee Stock Options under the Nopal Support Services Private Limited
Employee Stock Option Scheme, 2024

We, the Board of Directors of Nopal Support Services Private Limited, are pleased to inform you
(“You”) that You are hereby granted Employee Stock Options that entitle You, subject to terms and
conditions as specified herein, to apply for and be allotted Class B Equity Shares of the Company. The
terms and conditions of the Grant of the Employee Stock Options are as follows:

1. The Stock Options shall be governed by the Nopal Support Services Private Limited Employee
Stock Option Scheme, 2024 (the “Scheme”).

2. The details of the Grant are as follows:

[●]
Date of Grant of Options [Tatva : Company to insert the date of
Grant.]
[●]
Number of Options Granted [Tatva : Company to insert the total number
of Options being granted.]

3. The Vesting schedule for the Options granted shall be as follows:

[Tatva: Please note that as per Rule 12 of the Companies (Share Capital and Debentures) Rules,
2014, no variations or amendments which are prejudicial to the interest of option holders can be
made to an ESOP Plan. In order to ensure compliance with the said rule, we recommend that the
Company determine and finalise the performance metrics accordingly .]

Date of Vesting Options to vest Vesting Conditions Exercise Price

Completion of 1 25% (twenty (i) Your continuous [●]

(one) year from five percent) of employment as on
the date of Grant the Options date; and
granted (ii) [●].

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Completion of 2 25% (twenty (i) Your continuous [●]

(two) years from five percent) of employment as on
the date of Grant the Options date; and
granted (ii) Compliance with the
minimum performance
metrics provided to
You at the start of the
year, which metrics
will not be altered
during the course of
such year.
Completion of 3 25% (twenty (i) Your continuous [●]
(three) years from five percent) of employment as on
the date of Grant the Options date; and
granted (ii) Compliance with the
minimum performance
metrics provided to
You at the start of the
year, which metrics
will not be altered
during the course of
such year.
Completion of 4 25% (twenty (i) Your continuous [●]
(four) years from five percent) of employment as on
the date of Grant the Options date; and
granted (ii) Compliance with the
minimum performance
metrics provided to
You at the start of the
year, which metrics
will not be altered
during the course of
such year.

[Tatva: Company to insert the options to vest and performance metrics/standards to be met by
the Option Grantee.]

4. You are requested to provide a duly filled and executed copy of the Nomination Form (enclosed
herewith) to the Board or such other person as designated by the Board, for the purpose of
determining Your nominee in relation to the Scheme. You are entitled to revise the details of
Your Nominee at any time by resubmitting the nomination form to the Board or such other person
as designated by the Board.

5. The Exercise of relevant Vested Options is subject to You submitting the duly filled in ‘Exercise
Form’ (enclosed herewith) to the Board upon successful Vesting, and prior to expiration of the
Exercise Period, as provided within the Scheme.
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6. Terms capitalized but not defined herein shall have the meaning assigned to it under the Scheme.

You are requested to sign the copy of this letter signifying Your agreement to the terms and conditions
of this Offer Letter and the Scheme, pursuant to which the Options granted to You may be exercised at
a later date.

Thanking You,
Yours sincerely,

For Nopal Support Services Private Limited

_________________________
Authorized Signatory

Signed and acknowledged by,

_________________________
Name:
Address:

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ANNEXURE II
EXERCISE FORM

To,

The Board of Directors,

Nopal Support Services Private Limited,
[●]

Dear Board,
Subject: Exercise of Employee Stock Options

I refer to the Employee Stock Options granted to me by Nopal Support Services Private Limited (the
“Company”) in accordance with the Offer Letter issued to me by the Company dated [insert date] and
the terms of the Nopal Support Services Private Limited Employee Stock Option Scheme, 2024 (the
“Scheme”).

I acknowledge that the Company has advised me to seek independent legal and financial advice in
relation to the Employee Stock Options granted to me.

I hereby inform the Company that I am exercising [insert number] of the Employee Stock Options on
[insert date] at the Exercise Price of INR [●]/- (Indian Rupees [●] only) per Equity Share. On or before
[insert date], I will pay INR [●]/- (Indian Rupees [●] only) in the form prescribed by the Company,
being the total Exercise Price for the Options.

Thanking You,
Yours sincerely,

____________________
Name:
Address:

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ANNEXURE III
NOMINATION FORM

To,

The Board of Directors,

Nopal Support Services Private Limited,
[●]

Dear Board,
Subject: Nomination – Nopal Support Services Private Limited Employee Stock Option Scheme,
2024

With respect to the Options granted to me under the Nopal Support Services Private Limited Employee
Stock Option Scheme, 2024 (the “Scheme”), vide Offer Letter dated [insert date], I hereby appoint my
[insert nature of the relationship] viz., Mr / Mrs / Miss [insert name], aged about [insert age] years,
residing at [insert address of the nominee], as my nominee for all the Options granted to me, for the
purposes of the Scheme.

Thanking You,
Yours sincerely,

____________________
Name:
Address:

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