Date: 09th April 2020

Ravi Iyar
27th Main Road, 1st Cross Rd,
Ejipura, Bengaluru,
Karnataka 560047

Sub: Letter of Offer and Appointment.

Dear Ravi,

With reference to your application for employment and relying on the averments made by
you during the course of our interactions that we have had with you on 09th April 2020, we
are pleased to offer to you the position of “Level Designer (AR & VR)” on Grade “E2”
in Realworld One Studio India Pvt Ltd (“Realworld One” or “the Company”) on the
following terms and conditions:

I. Commencement & Location:

Your employment with Realworld One will commence on 11th May 2020 (“Employment
Commencement Date”) and will continue until determination of the relationship by
yourself or the Company, in terms hereof.

Except when you are on a training program, you shall report for duties at the facility of the
Company located at Koramangala, Bengaluru, unless directed otherwise by the Company.

II. Your Reporting Supervisor:

You will report to the Managing Director or such other officer(s) or executive(s) of the
Company as specified by the Management of the Company (“Management”) from time to
time.

III. Duties & Obligations:

1. You shall serve the Company in the capacity of the job title and shall carry out such duties
as the Management may from time to time direct. You shall perform all such duties and

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 tasks assigned to you in an efficient manner, and if necessary, put in such extra hours for
the completion thereof. Your task list may be subject to such addition/s or review as per
the Management discretion and/or such other circumstances.

2. You will devote your full time, skill and attention to the work and business of the Company,
and shall work faithfully, sincerely, diligently, efficiently and to the best of your ability to
promote, continue and develop the interests of our Company.

3. You will accept, conduct, support and work within the management, financial, personnel,
internal control and reporting systems, policies, practices and procedures as determined by
the Management, from time to time.

4. The Company shall be at liberty to appoint any other person/s on a similar job title of the
Company, jointly with you, and to assign to him/her/them duties and responsibilities
identical or similar to those placed upon you under this agreement.

IV. Hours of Work:

You are required to work five days i.e., from Monday to Friday, each week, with the
maximum 48 working hours during any week. Standard hours are from 8.00 a.m. to 5.00
p.m. with overall 1 hour of break/rest. Your actual working hours and working days
(including working on public holidays) will be often determined by workflow and
Company Commitments. Any such work outside working hours would not entitle you to
any additional remuneration by way of overtime allowance or otherwise.

V. Probation

You will be on probation for a period of six months or such other period as may be extended
by the Management from the Employment Commencement Date. Prior to completion of
three months’ probation, either of you or the Company may terminate this agreement
without giving any advance notice to the other or paying salary in lieu of the notice period.
After completion of three months of probation with the Company but during the
subsistence of remaining probation period (original or extended period), your employment

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 may be terminated by yourself or by the Company upon providing 01 month’s prior written
notice to the other party or paying salary in lieu of the notice period, provided no such
notice on the part of the Company shall be required where misconduct on your part is
established on record. In the event you terminate this agreement during the period of
probation, you shall forfeit any benefit(s) accrued in your favour. On satisfactory
completion of probation, the Company will, in writing, confirm your appointment.

VI. Transfer:

You are also liable for transfer to any unit in India or elsewhere in the world, at the sole
discretion of the Management of the Company. In such case you will be governed by the
terms and conditions of services applicable to the new assignment.

VII. Training

As you were informed at the time of your interview and also on the date of handover of
this Letter of Offer and Appointment that you may have to travel and undergo training at
the facility of the foreign collaborator of the Company, M/s Realworld One GmbH und Co.
KG, Freiburg, Germany and also undergo training programs in India to hone your skills for
the job to be performed by you.

You confirm of your holding valid Indian passport and also your availability with no
limitations (medical and/or family situations) to travel and undergo training in Germany.
You were informed and you understand that the Company will incur lot of cost and
expenses for such training program and in order for the Company to derive benefits of your
honed skills, you undertake to continue to work sincerely with the Company for a minimum
period of 12 months upon completion of your training and reimburse cost and expenses if
you may wish to leave, prior to the expiry of the minimum service period. You will be
asked to sign a training and travelling agreement, the format of which has been made
available to you for your perusal and that you shall also provide a undated signed bill of
exchange (i.e. cheque of your banker) to secure your obligations under the
the training and travelling agreement and with an authorization on the part of the Company
to fill in the details and present the cheque for encashment, should you be in default.

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VIII. Travel:

The Company may require you to travel to such destinations locally, within India or abroad
on work as may be required to carry out and discharge your duties and tasks. You will be
entitled to such travel expenses as per the Company’s policies in force from time to time.

IX. Remuneration:

Your total remuneration package per annum package will be Rs. 5,40,000/- per annum
(Rupees Five Lakhs Forty Thousand only). This is inclusive of Provident Fund
Contributions and allowances payable by the Company.

Basic Salary, allowances and perks that you are entitled to be listed in the Schedule of
Employment Benefits attached in the Appendix 1 hereto, which is subject to such periodic
revision as per the Company’s policies.

The Company may at its discretion introduce, vary or otherwise withdraw a performance
incentive plans and you may be eligible to receive the performance incentive in terms of
Annexure – II hereof. The performance incentive shall be over and above the cost to the
Company salary agreed to be paid to you and the current performance incentive plan is
annexed herewith. The performance incentive cannot however be claimed as a matter of
right.

X. Provident Fund Scheme and Gratuity:

The Employer contributions will be submitted to the Government regulated Provident Fund
Scheme on your behalf to the current of 12% of your basic salary and dearness allowances
along with your equal monthly Contributions. You will be entitled to gratuity benefit as
per the rules prescribed by the Company for its other employees. Any of the Company’s
contribution to PF will be part of your Cost to Company salary and Gratuity will be over
and above Cost to Company salary.

XI. Method of Payment:

Salaries and wages will be paid to you on the last working day of each month in arrears.
The Company reserves its right to vary this procedure at its option. However, such variance
will be communicated to you in due course.

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XII. Review of Salary:

Your salary will be reviewed each year in the month of January, and any adjustments to
your remunerations will be made effective on 1st January, of the same year in accordance
with the remuneration policy of Company.

XIII. Earned Leave:

You are entitled for Earned leave as per the leave policy specified in the Employees’
Handbook.

You are entitled for leave as per the leave policy specified in the Employees Handbook. If
you overstay your leave or absent yourself for eight consecutive days without permission,
you shall be deemed to have voluntarily terminated your services.

XIV. Conflict of Interest:

You and / or your dependents / family, shall not have any interest (personal or otherwise)
in or dealings with any organization / person having or seeking to have business dealings
with the Company and shall not accept any commission, payment, services, gifts or such
other benefits from such organization / person, without prior permission of the
Management. This restriction shall not apply to interest acquired by way of purchase of
securities quoted and sold in the stock exchanges. You shall not discuss/divulge material
information prejudicial to the interest of the Company with any such organization/person.
Any disregard to this clause shall entitle the Company to terminate this agreement without
any notice whatsoever.

XV. Confidentiality:

You are aware that in the course of employment, you will have access to and be entrusted
with information in respect of the business of the Company and its dealings, its transactions
and affairs, all of which information is or may be confidential.

It is a condition of your employment that while in employment and except, when

specifically authorized by the company or as may be required for performance of your
duties, and at all times thereafter (i.e. after determination of your employment for any
reason whatsoever), you shall not directly or indirectly use for your own benefit or gain,
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disclose, share or transfer confidential or sensitive information, whether or not for
commercial gain, to the rivals or other unauthorized individuals or entities which may come
to your knowledge during your employment.

The restriction with respect to the disclosure of Confidential Information shall cease to
apply to any information or knowledge, which may subsequently come into the public
domain other than by way of unauthorized disclosure.

You shall not make or retain copies of the confidential records, documents and other paper
in the course of your employment. All Confidential records, documents and other papers
together with any copies or extracts thereof, made or required by you in the course of your
employment shall be the property of the Company and must be returned on the resignation
or termination of your employment “Confidential Information” shall mean, refer to and
include all the intellectual properties of the Company and/or its parent/group Company Put
to use by the Company for business purposes under any agreement the business plans of
the Company, all blue prints of financial, administrative and technical nature, whether in
electronic, visual and/or audio form stored in any Computer system, other electronic
device, over the cloud storage, the software’s, tools, applications, source codes, login i.d.’s,
passwords/passkeys to the computer systems, electronic devices and/or the internet web-
portals subscribed by the Company, work methodology and flow charts, client data
including 3D data received in any format received by the Company and information, data,
software, applications sent to the client through any mode, Company’s data in any form,
whether pertaining to the development and/or analytics, client contracts, works and/or
services including those under development, repair, up-dation, hardware’s and software’s
configurations, manuals write up pertinent to the virtual reality programme being pursued
by the Company, the communications of sensitive and/or technical nature exchanged over
the e-mails, job profile and/or work being performed by co-employee, contractee, policies
adopted by the Company, particulars of the works out-sourced by the Company, particulars
of freelancer engaged, arrangements with the freelancers/other entities and administrative
and management decisions of the Company, All information about or belonging to the
(including personal sensitive information) about or belonging to the co-workers,
Management, officers of the Company, suppliers, agents, consultants, distributors or
customers and/or parties to any agreement with the Company which would be confidential
information pursuant to the above definition if such other parties were in the position of
the Company or the unauthorized disclosure of which may embarrass, harm or prejudice
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 the Company. All notes and memoranda of any Confidential Information which shall be
acquired, received or made by you during the course of your employment shall be the
property of the Company and shall be surrendered by you to someone duly authorized in
that behalf on resignation or termination of your employment or at the request of the
Management at any time during the course of your employment.

You understand that the Company may ask/ require you to specifically enter into and
sign a confidentiality and non-disclosure agreement. You may ask for reviewing the
contents of the Confidentiality and Non-disclosure agreement while signing this
Letter of Offer and Appointment.

XVI. Resignation/Termination:

Except, when you are on probation for an initial period of six months, your employment
may be determined at any time by the Company without assigning any reasons, upon giving
three (3) month’s prior written notice or salary in lieu thereof to you.

You may also resign from the employment of the Company by giving three-month prior
notice in advance and the Company may at its sole discretion accept salary in lieu of the
notice period from you to relieve you earlier. If however the resignation is tendered while
the minimum service period obligation assumed by you in terms of the training and
travelling agreement is running, then the payment of all costs and expenses incurred by the
Company in the training program shall be a pre-condition for accepting your resignation
and issuing relieving letter in your favor.

The Company may also terminate your employment without notice or without any payment
or salary equal to notice period/in lieu of notice, inter-alia, if you:

a. Are found guilty of misconduct brought on record;

b. commit a serious or persistent breach or non-observance of any condition of your
employment;
c. are convicted of an indictable offence;
d. Knowingly or repeatedly act (i) in excess of your authorization; or (ii) in contravention of
the instructions of the Management or the Board.
e. Knowingly or repeatedly fail to perform your duties as set out herein;

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 f. Act with gross or repeated incompetence or negligence to the material detriment of the
Company or its affairs.
g. Abandons without any information to the Company.

XVII. Retirement:

Unless your tenure is extended by the Company in writing, you shall automatically retire
from the employment of the Company on attaining the age of 60 years.

Needless to say, your continuous employment with the Company shall be subject to your
being capable to perform the assigned duties. Any infirmity that impedes your performance
at work, may constrain the Company to determine your employment before retirement.

XVIII. Non–Compete and non-solicitation:

You confirm and undertake that during the tenure of your employment, you shall not
engage yourself in any trade, business, occupation or profession whether or not similar to
the one carried on by the company, either directly and/or indirectly (collectively referred
to as the “secondary occupation”) or accept position of profit or trust in any entity.

Your resigning from the employment of the Company or otherwise creating any situation
leading to termination of your employment with the primarily objective of joining
competition, such situation leading to disclosure of Confidential Information of the
Company to the competitor is prohibited. You are legally and morally enjoined not to use
the Confidential Information of the Company to the direct or indirect detriment of the
Company. Any breach of this stipulation will invite civil and/or criminal consequences on
you with the Company retaining the right to claim monetary compensation from you.

You shall not after resigning from the employment of the Company or on the Company
determining your employment, as the case may be,
a. directly or indirectly, whether in your individual capacity and/or in association with others,
carry on any business that is competition with the business carried out by the Company
where the intention is to carry out such business by use of the Confidential Information of
the Company

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 b. Approach, solicit, seek to procure order(s) from or do business with any person, firm, or
company who has done business with the Company at any time during six (6) months
immediately preceding such cesser; or
c. Endeavour to entice away from the Company any person who is employed or engaged by
the Company.

Provided that nothing in this clause shall prohibit or restrict your engaging in employment
or business that is neither similar nor in competition to the business carried out by the
Company after your separation from the Company occasioned due to Resignation and/or
termination of employment.
XIX. Ownership of Process/Formula/Systems and intellectual property therein:

The Company shall be entitled to any conception of a process/ formula/ system in relation
to the operation of the Company derived by you and all intellectual property therein, which
shall remain the Company’s sole property. You shall sign all documents as may be
suggested by the Company to enable the Company to register any such
process/formula/system in its name.

XX. Misrepresentation:

You shall not provide the Company with any material information, which is false or
amounts to a misrepresentation of facts and shall not suppress any material information,
crucial to your employment with and/or the tasks assigned to you by the Company. On
receipt of information of such act, the Company shall be entitled to terminate this
agreement forthwith without assigning any reasons thereof.

XXI. Miscellaneous covenants:

1. This letter of Offer and Appointment read with the employees handbook framed and
adopted by the Company shall constitute an Agreement between yourself and the Company
which shall be governed by and shall be construed in accordance with the laws of India
and the parties to this agreement submit to the exclusive jurisdiction of the courts of
Bangalore, India.

2. Termination of this Agreement shall, except as otherwise specifically mentioned in the

other agreement(s), automatically result in termination of such other agreements entered
into between the Company and yourself.

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3. You shall adhere to and abide by the terms of the Employees Handbook framed and
adopted by the Company. The Company reserves the right to make changes in the
employee’s handbook to suit its operational needs and business requirements. Any up-
dations are available for the access of employees at all levels. In case of any conflict
between the terms of the Employees handbook and this letter of Offer and Appointment,
the terms of Offer and Appointment shall prevail.

4. This letter of Offer and Appointment shall remain valid up to 11th May 2020, which is
your date of joining, except when the Company by way of written intimation, extends the
day of your joining considering your situation/circumstances. If, however you delay or fail
to report for duties by the reporting date, the Company shall not be liable to employ you
and also in respect of any obligation that the Company has assumed in terms hereof. In
consequence, you shall have no claim against the Company, whatsoever.

5. The terms here of contains the entire understanding between you and the Company and
supersedes all previous agreements and arrangements (if any) relating to your employment
by the Company (which shall be deemed to have been terminated by mutual consent).
6. At the time of settling your account full and final, the Company shall have a right to deduct
from any sums then owing from it to you by way of salary or otherwise any sums owing
from you to it by way of any other agreements and enforce any such agreements.
7. Offer and Appointment and is confidential in nature and you are specifically prohibited to
explore/ trade/ bargain employment opportunities elsewhere based on this letter of Offer
and Appointment. Any such instance coming to the notice of the Company shall be viewed
seriously and shall result in immediate withdrawal of this letter of Offer and Appointment
at the discretion of the Company without any obligation or liability on the part of the
Company.
8. The Company shall have a right to assign your employment with another Company,
whether or not such Company is a subsidiary and/or an associate in the Realworld One or
of its parent Company, provided however that any such assignment shall not bring any
additional obligations on you or shall have the effect of, mitigating your rights in terms
hereof.
Realworld One is excited about the future growth of its business and the opportunities that
it creates for both its employees and for itself.

Realworld One welcomes you to team and is confident that you will make an effective
contribution. The team at Realworld One look forward to working with you.
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If you are agreeable to the above terms and conditions of appointment, then kindly confirm
your acceptance of the appointment by counter singing and returning the attached copy of
this letter.

Welcome to our Realworld One family!!!

Yours faithfully,

For Realworld One Studio India Private Limited,

Kaliyaperumal Murugan Vidya Shivakumar

Managing Director HR and Administration Generalist

I, Ravi Iyar have read and understood the above, and accept the appointment upon the
terms and conditions as outlined above for my position at Realworld One Studio India
Private Limited and agree to continue working with Realworld One Studio India
Private Limited.

Signed:

Name:

Date:

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 Annexure I

09-April-20

Fixed CTC: 5,40,000

Particulars Per Month Per Annum

Basic 15,000 1,80,000

Company's Contribution towards PF 1,800 21,600

Allowances & Reimbursements:

House Rental Allowance 6,000 72,000

Leave Travel Allowance 1,250 15,000

Meal Allowance 550 6,600

Special Allowance 20,400 2,44,800

Total CTC 45,000 5,40,000

Performance Based Incentive (paid in 4 quarter) 60,000

Total CTC Package A + B 6,00,000

Note -Performance based incentive will be paid based on your performance &
evaluation accordingly. Please refer annexure II for the details.

Annexure II 09-April-2020
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 Performance Based Incentive: 60,000/-

Details:

Overall score 2.30 -3.00 100% of the Performance Based Incentive will be
paid respectively

Overall score 1.90 -2.29 70% of the Performance Based Incentive will be paid
respectively

Overall score 1.50 -1.89 30% of the Performance Based Incentive will be paid
respectively

Terms & Conditions

 The performance of an individual will be evaluated with parameters each quarter. The final
average score will be considered for the payment, Average score range is provided in the
above rating scale table. It is self-explanatory.
 Employee will be eligible for the bonus from their day of joining. Employee joining in any
date in between the quarter, bonus will be calculated on pro-rata basis for that particular
quarter.
 Regular assessment will happen from their second quarter onwards. The amount will be
decided, post completion of the quarter, & it will be paid in the preceding month of the
quarter completion including the arrears of joining Quarter
Example – Employee joining on Jan 15th, Quarter incentive shall be calculated & paid in
July 2018 salary for the previous quarter & joining quarter together
 If incase an employee is in notice period/resigned will not be entitled for the same.

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