Founders Agreement

This Founders Agreement is executed at <<Location>> on this <<Date of Agreement>> by

and between

1. Mr./ Ms. <<Founder1 Name>>, aged about <<Founder1 Age>> years, residing at
<<Founder1 Address>>, which expression shall, unless it be repugnant to the subject
or context thereof, include their legal heirs, successors, nominees and permitted
assignees.
2. Mr./ Ms. <<Founder2 Name>>, aged about <<Founder2 Age>> years, residing at
<<Founder2 Address>>, which expression shall, unless it be repugnant to the subject
or context thereof, include their legal heirs, successors, nominees and permitted
assignees.

(hereinafter jointly the "Founders" and each individually a “Founder”)

(the Founders jointly the "Parties", and each individually a "Party")

regarding <<Company Name>> (hereinafter referred to as the “Company”)

Whereas <<Company Name>> is a company incorporated under the laws of India, with
registered office at <<Company Address>>, (hereinafter the "Company"), whose authorized
capital, paid up capital and current shareholding structure is mentioned in Schedule ‘A’.

Whereas the Founders (jointly the “Shareholders” and each individually a “Shareholder”)
shall collectively hold the entire share capital of the Company;

Whereas, the Parties wish to determine their future relationship as Shareholders of the
Company;

Now therefore, the Parties hereto agree as follows:

1 Preliminary Remarks
The Parties and, to the extent legally possible, the Company wish to agree on certain rules
regarding their mutual rights and obligations regarding their shareholding in the Company
and therefore execute this Founders agreement (hereinafter the "Agreement")

2 Scope of this Agreement

2.1 The Parties shall be subject to this Agreement with regard to any and all Shares
held by them at any time. Any new Shares acquired by any of the Parties
irrespective of the way of acquisition, and irrespective of whether such
acquisition was made against consideration, free of charge or as a gift, shall
automatically be subject to the provisions of this Agreement.

2.2 The Parties acknowledge that in the event of any discrepancy between this
Agreement and the Company's Articles of Association (hereinafter the “AoA”),
the terms of this Agreement shall prevail.
 2.3 This Agreement shall not be construed as to create a partnership, joint tenancy
or tenancy in common with regard to Shares held by the Parties. The Parties
shall each remain the sole owner of Shares held by them.

3 Shareholders’ Meeting and Shareholders' Resolutions

3.1 The shareholders’ meeting of the Company (hereinafter the "Shareholders’
Meeting") shall exercise the powers assigned to it by the Articles of Association
of the Company.

3.2 A resolution passed by at least two thirds of the votes represented and the
absolute majority of the nominal value of the shares represented at the
meeting is required for:
(i) the change of the Company's purpose;
(ii) the creation of shares with privileged voting rights;
(iii) the restriction of the transferability of registered shares;
(iv) the creation and increase of authorized or paid-up share capital;
(v) an increase of capital out of equity, against contributions in kind, or for
the purpose of acquisition of assets, and the granting of special
benefits;
(vi) the limitation or withdrawal of preferential subscription rights;
(vii) the dissolution of the Company without liquidation.

3.3 The Shareholders shall exercise their shareholders' rights, including, but not
limited to, voting rights in the Shareholders’ Meeting in such a way as is
necessary to ensure that at all times the terms, conditions and provisions of
this Agreement are and will be satisfied.

4 Board of Directors
4.1 Election/Number of Directors
4.1.1 The Parties agree that the board of directors of the Company (the
“Board of Directors”) shall consist of a maximum of 20 persons. Directors
are appointed by resolution of the Shareholders’ Meeting.

4.1.2 The Shareholders have to ensure that at all times the Board of Directors
is constituted of atleast one person who is resident in India. A party
nominating a member to the Board of Directors shall be entitled to
remove such member at any time.

4.1.3 All Parties undertake to vote their Shares in favour of the persons
proposed in accordance with the designation rights set forth in this
Section 4.1.1.

4.1.4 A Party nominating a Director pursuant to Section 4.1.1 shall also be

entitled to have such Director removed and replaced at any time. All
Parties undertake to vote their Shares accordingly.
 4.2 Adherence to this Agreement
4.2.1 The Shareholders warrant that the directors designated by them will
adhere to this Agreement in every respect to the extent permitted under
Indian law.

4.3 Powers of the Board

4.3.1 The Board of Directors has the powers assigned to it as per Articles of
Association of the Company.

4.3.2 The Board of Directors may delegate the management of the Company
to a CEO who will be assisted by the management.

5 Future Equity Investments

5.1 Preferential Subscription Rights
5.1.1 Any future equity financing round of the Company to be realized during
the term of this Agreement, other than the investments provided for in
this Agreement, requires the prior approval of the Board of Directors and
of the Shareholders’ Meeting of the Company.

5.1.2 The Parties agree that all Shareholders shall have the right to subscribe
for a proportionate share of any future equity financing round by the
Company other than shares issued
(i) in an initial public offering;
(ii) pursuant to an acquisition by the Company of other corporations;
(iii) in favour of a strategic partner (whereby a party being qualifies as a
strategic partner if so resolved by a majority of Shareholders
representing at least 66.6% of the Company's Shares);
(iv) pursuant to an employee stock option plan approved by the
Company's Board of Directors;

5.1.3 If the Parties participate in such future equity financing round, any new
shares subscribed by them shall be subject to this Agreement in the
same way as the shares already held by them. If third parties wish to
participate as additional investors in such further equity financing rounds
(hereinafter the "Additional Investors"), the Investors may require, as a
condition precedent to such participation and at their discretion, that
such Additional Investor(s) join this Agreement or enter into a
shareholders’ agreement similar to this Agreement.

5.1.4 Any new Shares not subscribed for by a Shareholder shall be reallocated
pro rata amongst other eligible Shareholders.

5.2 Employee Stock Option Plan

5.2.1 As soon as practicable, the Parties agree that the Company shall create
and implement an Employee Stock Option Plan (hereinafter the “ESOP”)
in favour of the employees of the Company.
6 Transfer of Shares
6.1 General
6.1.1 No Shareholder shall sell or otherwise transfer any of its Shares, save as
provided herein.

6.1.2 A Shareholder may transfer its Shares, to a spouse, his/her children,

parents, siblings or to a trust setup for the benefit of the Shareholder, of
the spouse, of the children, parents or siblings for estate planning
purposes, whether by will or by another contractual instrument, without
triggering the rights of first refusal, the tag-along right or the drag-along
right, provided that such transferee agrees to be bound by the same
terms and conditions relating to rights of transfer applicable to the
Shareholders.

6.1.3 The Shareholders will have the right to freely transfer their Shares
among any of their affiliates or investment vehicles advised by their
management companies and to their limited partners in the case of
Shareholder being limited partnerships, without triggering any of the
transfer provisions set forth herein, provided that such transferee agrees
to be bound by the same terms and conditions relating to rights of
transfer applicable to the Shareholders.

6.1.4 No Shareholder shall transfer any shares in the Company to any person
unless, as a condition precedent to such transfer, the transferee of such
shares (if not already a party hereto) shall have executed and delivered
to the Parties a deed of adherence providing that such transferee will be
deemed to be a party to this Agreement and any shares held by such
transferee will be subject to the provisions of this Agreement.

6.2 Founders’ Shares

6.2.1 In the event any of the Founder leaves the Company on his own initiative
or is dismissed for good cause during the first three years, he/she shall
be required to transfer the remaining share as per Schedule ‘B’ to the
continuing Founder(s) or their Nominees in the ratio of continuing
Founder(s) shareholding at Face value. The shares transferred to the
Continuing Founder(s) by the exiting Founder shall vest over the balance
remaining vesting timeline. For example, if a founders leaves/or is
dismissed in say 2 years, the shares transferred shall vest to continuing
founders in next 1 year (original vesting timeline of 3 years minus the
time of exit 2 years).

6.2.2 In the event any of the Founder leaves the Company or is dismissed
without cause or fault, he/she shall be required to transfer the
remaining share as per Schedule ‘B’ to the continuing Founder(s) or their
Nominees in the ratio of continuing Founder(s) shareholding at Face
value.
 6.2.3 If the Continuing Founder(s) are unable to buy the shares of the outgoing
Founder, the Company may buyback the shares as permitted by Law at
Face value or fair market value.

6.3 Right of First Refusal

6.3.1 In the event that one of the Parties (hereinafter the "Selling Party") or
several of the Parties acting in concert (hereinafter the "Selling Parties")
wish to sell all or part of its Shares to any other person and has received
a bona fide offer from a prospective purchaser (hereinafter the
"Prospective Purchaser") to purchase such Shares (hereinafter the
"Offered Shares"), the Selling Parties shall give notice (hereinafter the
"Offer Notice") thereof to the other Parties (hereinafter each a "Non-
Selling Party"), with a copy to the Company, such Offer Notice to state in
detail the name and address of the Prospective Purchaser, the price to
be paid as well as the other terms and conditions of the proposed sale
and shall be accompanied by a confirmation in writing from the
Prospective Purchaser confirming proof of financing, and his
unconditional agreement to purchase the Offered Shares on the terms
and conditions set forth in such Offer Notice. Thereupon, each of the
Non-Selling Parties shall have the right, but shall not be obliged to,
exercisable within 30 days (hereinafter the "Exercise Period") from
receipt of such Offer Notice, to purchase the Offered Shares at the price
and on the terms and conditions agreed in good faith with the
Prospective Purchaser as set forth in such Offer Notice. Upon exercise of
this right of first refusal, the sale of the Offered Shares to the Non-Selling
Parties who have exercised their right of first refusal will close within 30
days (hereinafter the "Completion Period") from the date of exercise of
such right of first refusal.

6.3.2 If the intended disposal is not a bona fide sale, then the applicable price
shall be determined at the expense of the Selling Party(ies) by an
independent international accounting or investment bank as the Parties
may agree upon further to the Selling Party(ies) suggestion (or, failure to
agree, by the one designated by Board of Directors), who shall act as
expert arbitrator, whose determination shall be binding absent manifest
error, and who shall apply valuation principles which are generally
applied for the valuation of companies of the same kind and active in the
same business.

6.3.3 The right of first refusal granted hereunder shall be exercisable only in
whole, with respect to the full number of Offered Shares, and not in
part.

6.3.4 In the event that more than one of the Non-Selling Parties have elected
to exercise their right of first refusal, then each of them shall have the
right to purchase such number of Offered Shares as shall correspond to
 the proportion of the shares owned by it at the time of exercise of the
offer in relation to the total number of Shares owned by all the Non-
Selling Parties exercising their right of first refusal, unless otherwise
agreed from case to case.

6.3.5 If a Non-Selling Party exercises the right of first refusal, then the shares
so acquired shall be subject to the same right of first refusal as applies in
respect of the shares initially held by such Party in the event of a future
disposal.

6.3.6 If the right of first refusal is not exercised, or not exercised in whole,
within the Exercise Period, then the Selling Party(ies) may sell the
Offered Shares to the Prospective Purchaser at the price and on the
terms and conditions as set forth in the Offer Notice, provided that such
sale is completed within 45 days after the expiration of the Exercise
Period. In such event, the Non-Selling Party may further require that the
Prospective Purchaser upon the purchase of the Offered Shares assumes
in writing all of the rights and obligations of the Selling Party(ies) under
this Agreement. In case that such sale to the Prospective Purchaser is not
completed within said 45 days the right of first refusal stipulated herein
shall apply again.

6.4 Tag-along Rights

6.4.1 If one or several of the Parties acting in concert (hereinafter the "Selling
Party(ies)") agree to transfer shares of the Company amounting in total
to 75 % or more of the outstanding share capital of the Company in one
or in a series of transactions which are legally or economically linked to a
third party or a group of third parties (hereinafter a "Third Party
Purchaser"), then any Non-Selling Party(ies) who do not wish to exercise
the right of first refusal stated in Section 6.3 above (hereinafter a
"Participating Shareholder") may request the Selling Party(ies) to cause
the purchase of all or part of the shares of the Company owned by such
Participating Shareholders by the Third Party Purchaser.

6.4.2 The exercise of this right must be declared by the Participating

Shareholder by giving written notice to the Selling Parties, with copy to
the other Non-Selling Parties and the Company at least 15 days before
the expiration of the Exercise Period referred to in Section 6.3.1 above.

6.4.3 If this right is exercised, and provided the other Non-Selling Parties shall
not exercise their rights of first refusal pursuant to Section 6.3.1 above in
respect of the Offered Shares and the shares of the Participating
Shareholder(s) for which the tag-along right has been exercised, then the
Selling Party(ies) shall be obligated to sell the Shares of the Participating
Shareholder(s) to the Third Party Purchaser at the same price and on the
same terms and conditions as have been agreed in good faith for the
Offered Shares with the Third Party Purchaser. In the event the Third
 Party Purchaser refuses to acquire the Shares of the Participating
Shareholders together with the Shares of the Selling Party(ies) in
accordance with this provision, the Selling Party(ies) shall not sell any of
their own Shares to such Third Party Purchaser.

6.5 Drag-along Rights

6.5.1 If one or several of the Parties acting in concert (hereinafter the "Selling
Party(ies)") agree to transfer shares of the Company amounting in total
to 66.6 % or more of the outstanding share capital of the Company in
one or in a series of transactions which are legally or economically linked
to a third party or a group of third parties (hereinafter a "Third Party
Purchaser"), the Selling Parties shall have the right, but not the
obligation, in the Offer Notice (as referred to in Section 6.3.1), to require
all Non-Selling Parties, to transfer to the Third Party Purchaser all their
Shares of the Company.

6.5.2 If this drag-along right is exercised, then all the Non-Selling Party(ies)
shall be obligated to sell all their shares to the Third Party Purchaser at
the same price and on the same terms and conditions as have been
agreed in good faith for the Offered Shares with the Third Party
Purchaser.

7 Founders, Management and Employees

7.1 Prohibition to Compete
7.1.1 During their employment with the Company and within 36 months of
their termination of employment, the Founders and the members of the
management and other key people shall not participate, directly or
indirectly, in any business that compete with the Company, on a
worldwide basis.

7.1.2 During their employment with the Company and thereafter, the
Founders, the members of the management and the employees shall not
take or file for any patents or trademarks related to the Company’s
business in their own names. Such patents and trademarks shall be the
sole property of the Company.

7.2 Proprietary Information

7.2.1 The Parties undertake and procure that each Founder, member of the
management, employee and consultant shall have entered into an
acceptable confidentiality, non-competition and intellectual property
rights assignment agreements.

7.3 Employment Agreement

7.3.1 The Parties undertake and procure that each Founder, member of the
management and employee shall have entered into an employment
agreement appropriate for the employee’s position, status and
responsibility, on terms and conditions reasonably acceptable to the
 Shareholders, including assignment of the intellectual property rights as
well as non-compete clauses for key employees.

8 IPO and Trade Sale

8.1 IPO
8.1.1 The Parties intend to realize an Initial Public Offering (hereinafter the
"IPO") of the shares of the Company with listing of the shares on a
recognized stock exchange.

8.1.2 Without limiting the generality of the foregoing, the Parties agree to
accept, and be bound by any lock-up provision which may apply in case
of an IPO under applicable stock exchange rules or which may be
reasonably agreed upon with the underwriters in order to enhance the
success of the IPO.

8.1.3 In case an IPO is launched in accordance with this Section 8.1, then the
rights of first refusal and the tag-along rights provided for in Sections 6.3
and 6.4 shall not apply with respect to the transactions related to such
IPO.

8.2 Trade Sale

8.2.1 If instead of an IPO a joint sale of 100% or less than 100% of the
Company or its business to a third party (hereinafter the “Trade Sale”)
appears to be more attractive, it shall be actively supported by all
Parties. By mutual agreement, the Parties shall decide on the time frame
for such Trade Sale.

8.2.2 In the event of a Trade Sale pursuant to this Section 8.2, the right of first
refusal pursuant to Section 6.3 shall apply.

9 Deposit of Shares
9.1 In order to secure the rights and duties contained in this Agreement, the
Parties hereby undertake to deposit their shares with the Company (or an
agent appointed by the Company), under the sole control of the Board of
Directors immediately after signing of this Agreement.

10 Term of Agreement
10.1 Duration
10.1.1Unless sooner terminated in accordance with its terms, this Agreement
shall terminate upon the date of consummation of a Significant Sale
(51% or more of the total Founders equity). If a Party hereto ceases to
own any Shares or other rights to acquire Shares, such Party will no
longer be deemed to be a Party for purposes of this Agreement, and
there shall be no liability on the part of any such Party, except for
liabilities arising from a breach of this Agreement prior to such
termination.
 10.1.2This Agreement shall terminate automatically notwithstanding the
preceding paragraph in the event of an IPO of the Company or in the
event of a Trade Sale of all or substantially all of the Shares owned by
the Shareholders, such termination to become effective upon
completion of the IPO or Trade Sale.

10.1.3If one of the Parties has disposed of all its shares in accordance with the
provisions of this Agreement, then, upon completion of such disposal,
this Agreement shall terminate with respect to such Party, and such
Party shall no longer be a party to this agreement, but this Agreement
shall be continued among the remaining Parties.

10.2 Effect of Termination

10.2.1The termination of this Agreement with respect to all or some Parties
shall not affect such Party's(ies') obligations and liabilities which have
come into existence prior to the effective date of termination.

10.2.2Notwithstanding termination of this Agreement, the Parties shall remain

bound to keep any confidential information regarding the Company and
its business, which they obtained during the term of this Agreement
(hereinafter the "Confidential Information"), strictly secret for as long as
the Company has a valid interest in keeping such information
confidential.

10.2.3Termination of this Agreement shall not affect any obligations incurred

by the parties in the context of an IPO or a Trade Sale, including lock-up
and similar arrangements.

11 Miscellaneous
11.1 Confidentiality
11.1.1The existence and the content of this Agreement shall be kept strictly
confidential by all Parties, except that (i) they may be disclosed to
professional advisors of each Party who are subject to professional
duties of confidentiality, (ii) the Parties may make any legally required
disclosure to investors, fiscal or other authorities, and (iii) the Parties or
any entity directly or indirectly holding an equity interest in any of the
Parties shall be obliged to disclose information under applicable
securities laws or requirements of stock exchanges on which its stock is
listed.

11.1.2The Company is allowed to disclose the terms of this Agreement to the

extent necessary to provide employees’ information. Nevertheless, the
disclosed information will have to be accepted by the Investors before
communication, and will be disclosed only to employees having the
appropriate non-disclosure obligations.
 11.1.3Confidential information regarding the Company and its business, which
a Party obtained during the term of this Agreement shall be strictly kept
confidential for as long as the Company has a valid interest in keeping
such information confidential.

11.1.4The Parties' duty to confidentiality described herein shall survive any

termination of this Agreement.

11.2 No Waiver
11.2.1The failure of any Party to enforce any of the provisions of this
Agreement or any rights with respect thereto shall in no way be
considered as a waiver of such provisions or rights in any way to affect
the validity of this Agreement. The waiver of any breach of this
Agreement by any Party hereto shall not be construed as a waiver of any
other prior or subsequent breach.

11.3 Severability
11.3.1Should any provision of this Agreement be or become invalid or
unenforceable, the validity of the remaining provisions of this
Agreement shall not be affected or impaired thereby. Such
unenforceable, incomplete or invalid provision shall be replaced by such
valid, enforceable or complete provision which bona fide parties would
consider to match as closely as possible the invalid, incomplete or
unenforceable provision, attaining the same or a similar economic effect.
The same shall apply to any supplementary interpretation of any of the
terms of this Agreement.

11.4 Modifications
11.4.1This Agreement may be amended only in writing through a document
signed by all Parties hereto.

11.5 No Assignment
11.5.1Neither Party shall assign this Agreement or any rights or obligations
hereunder to any third party without the written consent of the other
Parties hereto.

11.6 Interpretation
11.6.1Should any conflict arise between this Agreement and the Articles of
Association of the Company or its subsidiaries, involving the Parties, on
the interpretation or performance on any of the provisions thereof, the
Parties hereby acknowledge that the provisions of this Agreement shall
prevail.

11.7 Counterparts
11.7.1This Agreement may be executed in one or several counterparts, all of
which together shall constitute one and the same agreement.
 11.8 Entire Agreement
11.8.1This Agreement constitutes the complete and exclusive Agreement
between the parties respecting the subject matter. This Agreement
supersedes all previous agreements between the Parties, whether oral
or written, regarding subject matter hereof.

12 Governing Law, Arbitration & Jurisdiction

12.1 This Agreement shall be subject to and governed by Indian Laws.

12.2 Dispute Resolution and Arbitration

12.2.1The Parties agree to use reasonable efforts to resolve any dispute arising
out of or in connection with this Agreement amicably by negotiation. If
such dispute cannot be amicably settled with 30 days after notice of such
dispute has been given to the other Shareholders, then the dispute,
controversy or claim arising out of or in connection with this Agreement,
including the validity, invalidity, breach or termination thereof, shall be
settled by arbitration.

12.2.2Each of the Parties agrees that:

(i) All differences, disputes, issues relating to interpretation of any
clauses and claims whatsoever arising out of or in any manner
related to any provision of this Agreement including any failure of
the respective Boards of the Parties to reach an understanding
under any provision of this Agreement shall be resolved by a Sole
Arbitrator mutually appointed by both parties. The Sole Arbitrator
shall adopt all the procedures, rules and regulations mentioned in
the Arbitration & Conciliation Act, 1996 and the accompanying
rules. The costs of the Arbitration shall be borne equally by both
parties;
(ii) The Parties further agree that the decision of the arbitrator shall be
final and binding;
(iii) The arbitration proceedings shall be in English. The venue of the
arbitration proceedings shall exclusively be at <<Company’s main
location>>.

12.3 Jurisdiction
12.3.1It is mutually agreed between all the Parties hereto that any dispute or
claim arising under this Agreement shall be subject to the jurisdiction of
the Courts at <<Company’s main location>>.

[REST OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed
as of the day and year first written above.

Sl.No Name, Place & Date Signature

.
1.

2.

Witness:
Sl.No Name, Place & Date Signature
.
1.

2.
Schedule ‘A’

1. Current Structure
Authorised Capital Rs.<<Authorized capital amount>> (Rupees <<Authorized capital
in words>> only) divided into <<No. of equity shares>> (<<Equity
shares in words>> only) equity shares of Rs.<<Face value of Equity
shares>> each.

Paid up capital Rs.<<Paid up capital amount>> (Rupees <<Paid up capital in

words>> only) divided into <<No. of equity shares>> (<<Equity
shares in words>> only) equity shares of Rs.<<Face value of Equity
shares>> each.

Share holding a. <<Founder1 Name>> - <<Founder1 shares>> (<<Founder1

Structure % holding>>)
b. <<Founder2 Name>> - <<Founder2 shares>> (<<Founder2
% holding>>)
Schedule ‘B’

Reverse vesting Schedule:

Time of Leaving Shares to be transferred @ Face Value

<<Founder1 Name>> <<Founder2 Name>>
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