DocuSign Envelope ID: 16C5C5EE-D2AE-4DEC-8A9E-D2B83B03DCCD

Employment Agreement

This Employment Appointment / Agreement (“Agreement”) is made this March 4, 2022 between:
Mitratech India LLP, a subsidiary of Mitratech Holdings Inc., a company according to the laws of India.
And
The Employee identified in Appendix I (“Employee”)

WHEREAS:
1. All shares in Mitratech India LLP are being held by Mitratech Holdings Inc., a company according to the laws
of Delaware, USA;
2. Mitratech Holdings, Inc. and any and all of its subsidiaries shall in this Agreement be referred to as the
“Company”,

HAVE AGREED AS FOLLOWS:

1. Collective Bargaining Agreement
1.1 Mitratech is not bound by any collective bargaining agreement and no collective bargaining agreement applies
to this Agreement.
2. Employment
2.1 Your effective date of joining shall be no later than the Start Date indicated in Appendix I. Your employment
shall be for an indefinite period, unless terminated earlier in accordance with this letter. Your designation may undergo
a change from time to time as may be determined by the Company.
2.2 Your employment with the Company may be subject to the following: (i) your eligibility to reside and work in
India as an employee; (ii) a determination by the Company that your employment will not give rise to any concerns
under the Code of Ethics, including the conflict of interest provisions therein; and (iii) successful pre- and/or post-
employment background checks required by Mitratech, accuracy of the testimonials and information provided by you
and your being free from any contractual restrictions preventing you from accepting this offer or starting work on the
above-mentioned date; and (iv) your execution of the Restrictive Covenants Agreement referred to herein.
2.3 Any employment benefits included in personnel regulations, policies, and codes of conduct (a copy whereof
will be presented to you) as amended from time to time will be deemed to form an integral part of this agreement and
your employment. All provisions of such personnel regulations, policies, and codes of conduct that do not constitute
an employment benefit should be considered to apply in addition to the provisions of this agreement and are by
definition subject to unilateral change by the Company.
You will be bound by the Company's regulations, policies, and all other rules, instructions, and orders issued by the
Company from time to time, in relation to your conduct, discipline and service conditions such as leave, medical,
retirement, etc. as if these Company's regulations, policies, rules, instructions, codes, and orders were part of this
agreement. In case of any conflict between this agreement and Company's personnel regulations, policies, the terms
and conditions herein shall prevail.
2.4 You, if so asked by the Company, shall disclose on your own behalf and, if married, on your spouse's behalf

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full details of any external directorships held and any personal business interests including partnerships, shareholdings
and trusteeships; involvement in any other business ventures; personal liabilities in connection with business activities;
and involvement in other positions external to the Company, and your employment shall be subject to acceptance by
the Company of those external interests.
2.5 During the subsistence of this agreement, you shall devote full working time, attention and energy to the
performance of the duties assigned to you.
2.6 Please note that if during the pre- or post-employment background checks, the background checking agency
gives a negative report or in the event of unsatisfactory result of any of the above events, this letter of agreement shall
stand revoked automatically (whether you have accepted it or not) and, if you have already commenced employment
with the Company, such employment will automatically terminate without giving rise to any claim for compensation or
damages in your favor, but without prejudice to the Company's rights and remedies against you.
2.7 You agree to comply with the Company’s decision should it consider it necessary or appropriate to change
your job title, reporting relationships, job duties and responsibilities, the legal entity that employs you and the
jurisdiction where you are expected to perform your duties (despite location of your residence) on the basis of your
performance or the Company’s business requirements. Any such change shall not be deemed to violate the terms of
this letter of agreement or constitute any basis for constructive or involuntary termination of employment, provided
that your base salary is not reduced and your other remuneration for services rendered to the Company is not
substantially reduced.
2.8 You shall not have the right or the authority to make any contract or commitment for or on behalf of the
Company without obtaining the prior permission of the Company in this regard. In the event the Company is held liable
for any damage, loss, claim or action arising directly or indirectly from any of your actions in violation of this clause,
you shall indemnify the Company to the maximum extent permissible under the laws for the time being in force in
India.
3. Standard Terms and Conditions of Employment
3.1 Personal Data
You agree and understand that throughout the course of your employment, the Company will be required to collect,
process, handle, and transfer your personal data, including sensitive personal data, for legal, personnel, administrative
and management purposes. You agree to sign and return the Data Consent Letter enclosed as an annexure to this
Appendix II, thereby providing consent to the Company for collecting, processing, handling and transferring your
personal data, including sensitive personal data, in the manner set out therein.
3.2 Interpretation
If any of the provisions of this letter of appointment/agreement, including its Appendices shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this letter of appointment/agreement, and this letter of appointment /agreement shall be construed
as if such invalid, illegal or unenforceable provision has never been contained in this letter of appointment/agreement.
If, moreover, any one or more of the provisions contained in this letter of appointment/agreement shall for any reason
be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting
and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall the appear.
3.3 Disputes
To the extent permitted by applicable law, all disputes or differences whatsoever arising between the Company and
you out of or relating to the construction, meaning and operation or effect of this Agreement or the breach thereof shall
be settled by a sole arbitrator nominated by the CEO of the Company and the award made in pursuance thereof shall
be binding on you and the Company. The Arbitration shall be subject to and in accordance with the Arbitration and

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Conciliation Act, 1996, and the venue of the arbitration shall be New Delhi.
3.4 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of India. Any dispute arising or occurring in respect of this Agreement
shall be subject to the exclusive jurisdiction of Courts in New Delhi.
3.5 Waiver of Breach
The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.
3.6 Severability
Each provision of this Agreement is severable. If any provision is held to be invalid and/or unenforceable by any
competent court, such invalidity and/or unenforceability shall not affect the remaining provisions of this Agreement.
3.7 Survival
The provisions of this Agreement including the contents of Appendices, which by their nature are intended to survive
the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement.
4. Probation
4.1 You will serve a minimum probation period of three (3) months from the date of your joining the Company
(“Probation”). The Company reserves the right to extend the Probation period for an additional period of up to three
(3) months in the event that your performance is not up to expectations. You will be deemed to continue on probation
until you have successfully cleared and completed any required techniques, trainings or exercises required for your
position.
4.2 Your performance will be evaluated according to your efficiency, punctuality, conduct, maintenance of
discipline and in accordance with the Company’s regulations/policies existing now or in the future. It will be your
responsibility to read, peruse and follow the Company’s regulations/policies, hard copies whereof shall be made
available to you upon request, but which otherwise are available on the Company’s intranet.
4.3 During the period of Probation, either the Company or you may at any time terminate this letter of agreement
without cause by giving written notice of 15 days to the other party.
5. Place of Posting
5.1 Your initial place of posting shall be in Hyderabad. However, your services are transferable and you may be
assigned/transferred in India or outside India to serve the Company in any of its existing or future offices. It is a
condition of your employment that you comply with any such requirements of the Company. The transfer arrangement
will not deem to constitute a change in your conditions of service.
5.2 Notwithstanding the above, you may however be required to work at any other place that the Company may
deem fit and as may be required from time to time or to undertake such travel in or outside India as may be necessary
from time to time, in the interests of the Company's business. You may also be seconded, deputed or transferred to
any other person/company associated with the Company whether in India or abroad.
6. Performance of Duties
6.1 Your normal hours of work will be 40 hours per week. Your weekly and daily work arrangements may vary
depending on the Company’s requirements, and the initial details of these arrangements will be listed in Appendix I.
6.2 You shall be assigned with all the duties and responsibilities of the designation and such other duties on
behalf of the Company, as may be reasonably assigned from time to time by the Company’s management. An
illustrative list of such duties is provided under Appendix I to this letter of agreement.

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6.3 In addition to your regularly assigned job responsibilities and duties, from time to time, you may be asked to
work on special projects or to assist with other work important to the operation of the department or Mitratech. The
Company reserves the right, at any time, with or without notice, to alter or change job responsibilities, reassign or
transfer job positions, or assign additional job responsibilities. In such circumstances, these terms will apply unless
otherwise notified in writing.
7. Compensation
7.1 Salary
As compensation for services to be rendered, you shall be paid an annual fixed salary as stated in Appendix I. If
required under applicable laws and regulations, you will receive additional compensation for work done beyond your
normal hours of work. The salary shall be payable on monthly basis in arrears on or about the last working day of
each calendar month, but in no case later than the 7th day of the succeeding calendar month. Withholding taxes as
applicable would be deducted from the above. You will be solely liable for your personal tax liabilities and the Company
makes no assurances that the remuneration has been structured in the most tax efficient manner or that the tax
treatment applicable to certain emoluments, allowances or benefits will continue for the entire term of employment.
The breakdown of the remuneration may need to be revised from time to time in keeping with regulatory developments
or otherwise, and the Company will not be liable for any additional tax liability that you may face due to such revisions.
Your compensation will be reviewed periodically by the Company and any increase will be discretionary and subject
to and on basis of effective performance and Company results during the period.
7.2 Tax Treatment, Laws, and Take Home Pay
Gratuity would be paid as per Payment of the Gratuity Act, 1972. For the Provident Fund, the contribution will be
payable as per the provisions of The Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. Employees
may be eligible for ESI as per the ESI Act. The eligible employees would contribute 1.75% of defined ESI salary and
employer 4.75% of defined ESI salary for eligible employees. Take home salary will be net after PF & Income Tax
and any other statutory deductions depending on your savings under various schemes. Also, the monthly take home
would be impacted depending on the reimbursements claims every month.
7.3 Performance Bonus
As a Mitratech employee, you will be eligible to participate in Mitratech’s annual performance bonus program, with
your first bonus award (if any) prorated based on your start date. Bonus awards under the bonus program may vary
year to year based on a number of factors including employee and company performance and discretion.
8 Travel and Expenses
8.1 The Company shall reimburse you in respect of all expenses reasonably incurred by you in proper
performance of your duties and subject to timely submittal of such receipts, tickets, or other evidence of expenditure
as the Company may require and subject to the Company’s rules and policies. Costs incurred by you in business
travelling by use of public transport will be reimbursed at economy class rates. Business travel reimbursement will be
paid without wage tax and/or social security withholdings if and to the extent allowed under the relevant tax legislation
in force. You shall not be entitled to any commuting allowance or reimbursement of commuting costs. The Company
shall not reimburse any of your personal expenses.
9. Deductions
9.1 You agree and acknowledge that the Company may, subject to applicable laws, at any time during the term
of employment or cessation thereof, deduct from your salary, or final settlement, any amounts owed by you, including
but not limited to, any outstanding loans, advances, overpayments or costs incurred by the Company due to any
damage or loss to Company property, etc. caused by you.
10. Leave

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10.1 You shall be entitled to leave in accordance with the India Employee Handbook and applicable law.
11. Monitoring
11.1 You agree and understand that the Company may use various methods to ensure that the internet, email
facilities and systems provided by the Company are used in an appropriate manner. This may include the scanning,
reading, inspection, scrutiny of emails sent and received and web sites visited or created by you. You acknowledge
that you do not have any expectation of privacy when using the Company's resources. For the avoidance of doubt,
and for the limited purpose of safeguarding the Company's confidential and proprietary information, the Company
shall have the right to monitor any personal e- mail or social media forum that may be accessible to you from the
Company, including but not limited to Gmail, Hotmail, Yahoo, Facebook, LinkedIn, and/or Twitter.
11.2 The Company also reserves the right to monitor its employees using various security measures, including but
not limited to closed circuit television systems. These may be installed on the Company's premises overtly or covertly
to ensure that employees do not participate or propagate any activities which are or could be prejudicial to the
Company's business interests or which could bring it into disrepute.
12. Disciplinary Action Procedure
12.1 Any breach of the Company's regulations and policies, or any misconduct by an employee will be regarded
as a disciplinary matter. Your immediate superior will normally deal with minor disciplinary matters. The procedure for
more serious offences including major misconduct shall be as set out under the Company's regulations and policies.
13. Termination of Employment
13.1 After completion of the Probation period, either the Company or you subject to the below covenants related
to termination, may at any time terminate this Agreement without cause by giving in writing to the other party, notice
as provided in Appendix I hereto. In a termination initiated by the Company, the Company may, at its sole discretion,
decide to pay in lieu of part or whole of the notice period. The Company reserves the right either to accept pay and
allowance towards notice period or demand for actual service during the notice period. A resignation cannot be
withdrawn by you without the express consent of the Company.
13.2 In addition to all the rights of the Company provided for in this Agreement or in any other policies and
regulations of the Company or under law, the Company may terminate your employment forthwith and without notice
or pay in lieu in the event of any of the following circumstances:
(a) Breach by you of any of the terms of this letter of appointment/agreement;
(b) Breach of any clauses of the Company's regulations/policies as referenced hereinabove;
(c) Unauthorized absence beyond a period of eight consecutive days;
(d) Any misrepresentation by you to the Company, whether made orally or in writing and whether
expressly or by conduct, and whether at the time of appointment or prior or subsequent thereto;
(e) Commission of any act detrimental to the interests of the Company;
(f) Commission of any act of moral turpitude;
(g) Misconduct: The term misconduct, without limitations, will deem to include:
- Misrepresentation of qualifications or falsification of employment application;
- Insubordination, disloyalty or dishonesty;
- Violation of applicable Indian law;
- Violation of the Code of Ethics;

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- Material breach of the terms of this Employment Agreement;

- Possession, use, purchase or sale of any barbiturates, amphetamines, hallucinatory drugs, herein,
opiates, or any other drugs or narcotics, except as prescribed by a physician;
- Any act of moral or financial turpitude;
- Any act adversely affecting the reputation of the Company or any of its subsidiaries or affiliates within
or outside India;
- Inattention or negligence in the performance of your duties and obligations;
- Any customer recommends your termination;
- Intention to commit a criminal offence against the Company or any of its subsidiaries or affiliates;
- Any sentence of imprisonment by a final judgment of any court of law;
- Fraud, theft, or gross malfeasance on your part, including, without limitation, conduct of a disruptive,
felonious or criminal nature, conduct involving moral turpitude, embezzlement, or misappropriation of
assets;
- Repeated violation by you of any of the applicable work rules or policies;
- Repeated failure to be present at work during the normal business hours, willful actions detrimental
to the Company or any of its subsidiaries or affiliates, or breach of standards adopted by governing
behaviour and conduct, professional independence or conflict of interest;
- Deliberate tampering with or unauthorised use of computer hardware or software;
- Being habitually absent without leave or overstaying the sanctioned leave without sufficient grounds
or proper satisfactory explanation;
- Habitual late attendance at work;
- Repeated failure to comply with the lawful directions of the Company or its officers; or
- Commission of any act not in conformity with discipline or good behavior
(h) Commission of an act of insolvency;
(i) Conviction in any court of law for the commission of any crime.
13.3 You agree and accept that any applicable statutory or other "last in first out" rule or any modifications thereof
shall not apply in the event of the termination of this Agreement for any reason whatsoever.
13.4 After being given notice of termination, you shall cooperate with the Company, as reasonably requested by
the Company, to effect a transition of your responsibilities and ensure that the Company is aware of all matters being
handled by you.
13.5 Upon termination of your employment with the Company for any reason, you shall promptly return to the
Company any keys, credit cards, passes, confidential documents or material, or other property belonging to the
Company, and return all writings, files, records, correspondence, notebooks, notes and other documents and things
(including any copies thereof) containing Confidential Information or relating to the business or proposed business of
the Company or its subsidiaries or affiliates. The Company reserves the right not to relieve you of your employment
in the event that all the Company's documents, property, and Confidential Information in your custody have not been
properly handed over by you to an authorized representative of the Company.
13.6 The Company reserves the right during any period of notice to exclude you from the premises of the Company,
or to require you to carry out specified duties at premises other than those referred to in the letter of

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appointment/agreement, or to carry out no duties, and to instruct you not to communicate with clients, employees,
agents or representatives of the Company until your employment has been terminated, provided that you will continue
to be paid and to enjoy normal contractual benefits during any such period, except in the case of suspension. You will
not be entitled to engage in any other employment, work or business during the notice period.
13.7 Your retirement age is 58 years. If you are still in employment with the Company at the time you reach 58
years, your employment shall terminate on your 58th birthday.
13.8 The Company also reserves the right to terminate your employment in case you are unable to perform your
duties beyond a period of thirty (30) days, whether on medical grounds or on any other grounds, or due to any physical
or mental incapacity.
13.9 The Company will consistently monitor your performance, and if at any time, the Company believes that your
performance does not meet the required standards, it could decide to terminate employment after giving you a
reasonable opportunity to improve your performance.
14. Restrictive Covenants
14.1 In addition, your employment shall also be governed by the standard restrictive covenants in the
Confidentiality, Invention Assignment and Restrictive Covenants Agreement annexed hereto as Appendix III, which
include but are not limited to non-compete, non-solicitation and confidentiality, and the same shall form part and parcel
of this letter of agreement. You acknowledge the fairness of the said covenants along with sufficiency of consideration
in exchange of entering into the said Agreement. Kindly sign this letter as a token of your acceptance of the terms and
conditions set out herein.

It is a pleasure to welcome you as an employee of the Company. We are confident that your employment with the
Company will prove mutually beneficial and rewarding, and we look forward to having you join us.

____________________________________________
Preethi Mudugal
Mitratech Holdings Inc.

Please note that by signing this Agreement, it will be treated as an employment agreement, including the terms and
conditions within, and shall govern your employment with the Company.
I accept the Agreement on the terms and conditions as described in this agreement.

3/8/2022
________________________________________ _____________________________
Srilakshmi Kothuru DATE

This letter of appointment/agreement must be signed within seven (7) days of the date first written above.
This agreement shall automatically stand revoked in the event of your not joining the Company on the date
mentioned in this letter of agreement.

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APPENDIX I
Employee Name: Srilakshmi Kothuru
Job Title: Technical Support Engineer III
Reports To: Sameer Mohammed
Department / Location: Support / APAC – Hyderabad office
Start Date: April 8, 2022
Compensation: Base pay of INR 91,667 per month (INR 11,00,000 p.a.)
Bonus of INR 55,000 to be paid by March of each calendar year if Company targets are met
for the prior fiscal year (ending January 31) and Employee successfully meets the
deliverable as defined by your manager for that fiscal year. Bonus is prorated and paid
based on the date of joining.
Signing Bonus:
Mitratech agrees to offer a lump Signing Bonus of INR 1,33,000. In the event you voluntarily leave Mitratech’s
employment, or you are terminated for cause (as “cause” is defined in the Mitratech Hyderabad Employee
Handbook) within twelve (12) months of Start Date, you promise to immediately re-pay Mitratech the full Signing
Bonus amount under this Agreement.

Relocation:
In consideration of the need for you to relocate, Mitratech agrees to offer a lump sum bonus of INR 66,000 to help
cover relocation expenses. In order to be eligible for Relocation Expenses under this Agreement, you must establish
a primary residence in Hyderabad (as evidenced by a committed home closing contract or residential lease) within
thirty (30) days of the “Relocation Date”. The “Relocation Date” for the purposes of this Agreement shall be the first
day you report for work at Mitratech’s Hyderabad office. In the event you voluntarily leave Mitratech’s employment,
or you are terminated for cause (as “cause” is defined in the Mitratech Hyderabad Employee Handbook) within
twelve (12) months of Relocation Date, you promise to immediately re-pay Mitratech all Relocation Expenses paid
by Mitratech under this Agreement.

Working Hours:
Standard office hours are 12pm to 9pm. You will be required to work such hours and days as notified to you by your
manager. The Company may alter your working hours or days as per business needs.

Office Location:
Your current place of work shall be Mitratech India LLP, 8-2-610/68, 3rd Floor, A-Block Accord Blu, Rd Number 10,
Hyderabad, Telangana 500034. However, you may be required to work at any other premises which the Company
currently has or may later acquire or occupy. The Company may require you to work from different locations
remotely and / or at client sites, as may be informed by your line manager from time to time.

Notice Period: 2 months

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APPENDIX II
DATA CONSENT LETTER
I, Srilakshmi Kothuru, residing at 11-131, College Road, Shadnagar, Mahbubnagar District, 509216 hereby declare
as follows:
You shall inform the Company as soon as possible about any change in your residential address.
(1) I understand that Mitratech Holdings and its subsidiaries may be required to collect, handle and process my
personal information, including sensitive personal data or information, as defined under the Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011
(“Employee Data”). The Employee Data may include information such as contact details (home address, telephone
number and personal email address); marital status, educational background; history with the Company; recruitment
information and areas of expertise; bank account details; government identification numbers (such as PAN no.);
emergency contacts and family composition; medical data and performance and compensation related information
such as salary, bonuses and other benefits.
(2) I understand that Employee Data is used by the Company to handle any matters or issues whatsoever
arising out of or in connection with my employment relationship with the Company, to administer benefits and
compensation, process the Company’s payroll, for recruitment and staffing purposes, for performance management
and training and other human resources functions, to withhold taxes and administer other obligatory withholdings, to
protect the Company, its users, customers, workforce, equipment and facilities and the public against injury, theft,
legal liability, fraud, or abuse; and to comply with contractual obligations as well as various reporting or disclosure
obligations under applicable laws and regulations.
(3) I understand that the Company may be required to transfer the Employee Data to affiliates of the Company;
to vendors and contractors (e.g., payroll processing contractors); to outside professional advisors, such as auditors;
to customer or clients that I may be required to undertake services for during my employment; and to other
outsourcing contractors or companies (“Authorized Third Parties”) to achieve the objectives described above. These
Authorized Third Parties may be located either within or outside the country. The Company will, at all times,
endeavor to protect Employee Data, regardless of whether it is used locally or transferred internationally to
Authorized Third Parties. The Company will do this by putting in place contractual limitations on Authorized Third
Parties’ rights to use the Employee Data disclosed to them and by use of commercially reasonable security
measures.
(4) In addition to information about myself, if I have provided or do provide the Company with information about
my dependents, relatives and friends (“Dependents”) for providing emergency contact details and for health,
insurance and other welfare benefits etc., I confirm that those persons are aware that I have provided their data to
the Company and furthermore that they consent to the Company storing, using and transferring their data for the
purposes for which I provided it.
(5) I hereby provide my consent to the Company’s collection, processing, disclosure, and transfer of my
personal information, including sensitive personal information or data and that of my Dependents as described
above.

3/8/2022
_____________________________________ _______________________________
Srilakshmi Kothuru DATE

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APPENDIX III
For purposes of this Appendix III (“Appendix”), references to the “Group” means the Company, and its affiliates (whether
a parent, subsidiary, or sister entity to the Company) engaged in the same line of business as the Company.

1. CONSIDERATION FOR AGREEMENT.

You understand that the Group is engaged in a continuous program of research, development, production and marketing
in connection with its business and that it is critical for the Group to preserve and protect its “Proprietary Information” (as
defined in Section 2 below), its rights in “Inventions” (as defined in Section 4 below) and in all related intellectual property
rights. You acknowledge that, as a result of your employment with the Company and/or its predecessors, you have and
shall continue to receive confidential information, trade secrets, and/or specialized training from the Group, each of which
constitutes good and valuable consideration in support of your obligations made under this Appendix. As additional
consideration, you may also have the opportunity to develop valuable business relationships with employees, agents,
suppliers, and customers of the Group and to use the Group’s resources and goodwill in the marketplace to develop those
relationships. Finally, by your signature below, you acknowledge that your continued employment with the Company, which
the Company would not allow but for your execution of this Appendix constitute consideration in support of your return
promise to maintain the confidentiality of all specialized knowledge and confidential information as well as your promise to
adhere to the other restrictions listed in this Appendix.
2. PROPRIETARY INFORMATION.
You understand that your employment creates a relationship of confidence and trust with respect to any information of a
confidential or secret nature that may be disclosed to you or created by you that relates to the business of the Group or to
the business of its customers, licensees, suppliers or any other party with whom the Group agrees to hold information of
such party in confidence (the “Proprietary Information”).
You understand and agree that the term “Proprietary Information” includes but is not limited to information of all types
contained in any medium (paper, electronic, in your memory, or otherwise stored or recorded), whether oral or written and
regardless of whether it is marked as confidential, proprietary or a trade secret. “Proprietary Information” includes, without
limitation, the following information and materials, whether having existed, now existing or developed or created by you or
on your behalf during your term of employment with the Company or its predecessor:
A) All information and materials relating to the existing software products and software in the various stages of research
and development, including, but not limited to, source codes, object codes, design specifications, design notes, flow
charts, graphics, graphical user interfaces, coding sheets, product plans, know-how, negative know how, test plans,
business investment analysis, marketing and functional requirements, algorithms, product bugs and customer
technical support cases which relate to the software;
B) Internal business information, procedures and policies, including, but not limited to, licensing techniques, vendor
names, other vendor information, business plans, financial information, budgets, forecasts, product margins, product
costs, service and/or operation manuals and related documentation including drawings, and other such information,
whether written or oral, which relates to the way the Group conducts its business;
C) All legal rights, including but not limited to, trade secrets, pending patents, Inventions (as that term is defined in section
4 below) and other discoveries, claims, litigation and/or arbitrations involving the Group, pending trademarks,
copyrights, proposed advertising, public relations and promotional campaigns and like properties maintained in
confidence;
D) Any and all customer sales and marketing information, including but not limited to sales forecasts, marketing and sales
promotion plans, product launch plans, sales call reports, competitive intelligence information, customer information,
customer lists, customers’ needs and buying habits, sales and marketing studies and reports, internal price list,
discount matrix, customer data, customer contracts, pricing structures, customer negotiations, customer relations
materials, customer service materials, past customers, and the type, quantity and specifications of products
purchased, leased or licensed by customers of the Group;
E) Any and all employee information, including, but not limited to, internal organization, lists of employees or consultants,
phone list, and any information regarding such employees or consultants;
F) Any information obtained while working for the Group which gives the Group a competitive edge;
G) Any other knowledge or information regarding the property, business, and affairs of the Group which the Group

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endeavors to keep confidential or which the Group believes to be confidential; and

H) Any and all other trade secrets, as that term is defined under applicable laws.
You understand and agree to treat and preserve Proprietary Information and materials as strictly confidential. Except as
authorized by the Company’s Chief Executive Officer (but in all cases preserving confidentiality by following Company
policies and obtaining appropriate non-disclosure agreements), you further agree that, during your employment with the
Company or thereafter, you will not directly or indirectly transmit or disclose Proprietary Information to any person,
corporation, or other entity for any reason or purpose whatsoever.
You understand and agree that the Proprietary Information is the exclusive property of the Group, and that, during your
employment, you will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any
restrictions placed on its use or disclosure by the Group. After termination of your employment for any reason, you will not
use in any manner or disclose any Proprietary Information; provided that in the event you receive notice of any effort to
compel disclosure of Proprietary Information for any, you will promptly and in advance of disclosure notify Company of
such notice and fully cooperate with all lawful Company or Group efforts (through their counsel or otherwise) to resist or
limit such disclosure.
Proprietary Information does not include information (i) that was or becomes generally available to you on a non-
confidential basis, if the source of this information was not reasonably known to you to be bound by a duty of confidentiality,
or (ii) that was or becomes generally available to the public, other than as a result of a disclosure by you, directly or
indirectly or any other breach of this Appendix.
3. THIRD PARTY INFORMATION.
You recognize that the Group has received and in the future will receive from third parties their confidential or proprietary
information subject to a duty on the Group’s part to maintain the confidentiality of such information and to use it only for
certain limited purposes. You agree that you owe the Group and such third parties, during the term of your employment,
and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose
it to any person, firm or corporation (except as necessary in carrying out your work for the Group consistent with the
Group’s agreement with such third party) or to use it for the benefit of anyone other than for the Group or such third party
(consistent with the Company’s agreement with such third party) without the express written authorization of the Chief
Executive Officer of the Company. All rights and benefits afforded to the Company under this Appendix shall apply
equally to the owner of the third party information with respect to the third party information, and such third party is an
intended third party beneficiary of this Appendix, with respect to the third party information. You further agree to conform
to the Company’s privacy policies, as amended from time to time.
4. INVENTIONS.
A) Prior Inventions. You have attached hereto as Schedule 1 a complete and accurate list describing all Inventions (as
defined below) which were discovered, created, invented, developed or reduced to practice by you prior to the
commencement of your employment by the Company and have not been legally assigned or licensed to the Company
(collectively: “Prior Inventions”), which belong solely to you or belong to you jointly with others, which relates in any
way to any of the Group’s current, proposed or reasonably anticipated businesses, products or research or
development and which are not assigned to the Group hereunder; or have initialed Schedule 1 to indicate you have
no Prior Inventions to disclose.
If, in the course of your employment with the Company, you incorporate or cause to be incorporated into a Group
product, service, process, file, system, application or program a Prior Invention owned by you or in which you have an
interest, you hereby grant the Group member a non-exclusive, royalty-free, irrevocable, perpetual, worldwide,
sublicensable and assignable license to make, have made, copy, modify, make derivative works of, use, offer to sell,
sell or otherwise distribute such Prior Invention as part of or in connection with such product, process, file, system,
application or program.
B) Disclosure of Inventions. You will promptly disclose in confidence to the Company all Inventions that you make or
conceive or first reduce to practice or create, either alone or jointly with others, during the period of your employment,
whether or not in the course of your employment, and whether or not such Inventions are patentable, copyrightable or
protectable as trade secrets. For purposes of this Appendix, “Inventions” means without limitation, formulas,
algorithms, processes, techniques, concepts, designs, developments, technology, ideas, patentable and unpatentable
inventions and discoveries, copyrights and works of authorship in any media now known or hereafter invented
(including computer programs, source code, object code, hardware, firmware, software, mask work, applications, files,
Internet site content, databases and compilations, documentation and related items) patents, trade and service marks,

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logos, trade dress, corporate names and other source indicators and the good will of any business symbolized thereby,
trade secrets, know-how, confidential and proprietary information, documents, analyses, research and lists (including
current and potential customer and user lists) and all applications and registrations and recordings, improvements and
licenses related to any of the foregoing.
C) Work for Hire; Assignment of Inventions. You acknowledge and agree that any copyrightable works prepared by
you, either alone or jointly with others, within the scope of your employment are “works made for hire” and that the
Company will be considered the author and owner of such copyrightable works. Any copyrightable works the Company
or a Group member specially commissions from you while you are employed with the Company shall be deemed a
work made for hire under the Copyright Act and if for any reason a work cannot be so designated as a work made for
hire, you agree to and hereby assign to the Company all right, title and interest in and to said work(s) and the related
copyright(s). You agree to and hereby grant the Company a non-exclusive, royalty- free, irrevocable, perpetual,
worldwide, sublicensable and assignable license to make, have made, copy, modify, make derivative works of, use,
publicly perform, display or otherwise distribute any copyrightable works you create during the time you are employed
with the Company that for any reason do not qualify as a work made for hire, that were not specially commissioned by
the Group, or both, but that relate in any way to the business of the Group. You agree that all Inventions that (i) are
developed using equipment, supplies, facilities Proprietary Information, or trade secrets of the Group, (ii) result from
work performed by you for the Group and/or on Company time, or (iii) relate to the Group’s business or current or
anticipated research and development (the “Assigned Inventions”), will be the sole and exclusive property of the
Company and you agree to and hereby irrevocably assign the Assigned Inventions to the Company.
D) Assignment of Other Rights. In addition to the foregoing assignment of Assigned Inventions to the Company, you
hereby irrevocably transfer and assign to the Company: (i) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights in any Assigned Inventions; and (ii) any and all “Moral Rights”
(as defined below) that you may have in or with respect to any Assigned Inventions. You also hereby forever waive
and agree never to assert any and all Moral Rights you may have in or with respect to any Assigned Inventions, even
after termination of your work on behalf of the Company. “Moral Rights” mean any rights to claim authorship of any
Assigned Inventions, to object to or prevent the modification of any Assigned Inventions, or to withdraw from circulation
or control the publication or distribution of any Assigned Inventions, and any similar right, existing under judicial or
statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated
or generally referred to as a “moral right”.
E) Assistance. Whether during or after your employment, and without additional compensation, you agree to do any act
and/or execute any document deemed necessary or desirable by the Company in furtherance of perfecting,
prosecuting, recording, maintaining, enforcing and protecting the Group’s right, title and interest in and to, any of the
Assigned Inventions. In the event that the Company is unable for any reason to secure your signature to any document
required to file, prosecute, register or memorialize the ownership and/or assignment of, or to enforce, any intellectual
property, you hereby irrevocably designate and appoint the Company’s duly authorized officers and agents as your
agents and attorneys-in-fact to act for and on your behalf and stead to (i) execute, file, prosecute, register and/or
memorialize the assignment and/or ownership of any Assigned Invention; (ii) to execute and file any documentation
required for such enforcement and (iii) do all other lawfully permitted acts to further the filing, prosecution, registration,
memorialization of assignment and/or ownership of, issuance of and enforcement of any Assigned Inventions, all with
the same legal force and effect as if executed by you.
5. NO BREACH OF PRIOR AGREEMENT.
You represent that your performance of all the terms of this Appendix and your duties as an employee of the Company
will not breach any invention assignment, proprietary information, confidentiality, noncompetition, nonsolicitation,
noninterference, or similar agreement with any former employer or other party. You represent that you will not bring with
you to the Company or use in the performance of your duties for the Company any documents or materials or intangibles
of a former employer or third party that are not in the public domain or have not been legally transferred or licensed to the
Company.
6. DUTY OF NON INTERFERENCE.
For purposes of this Section, “solicit” means any direct or indirect communication of any kind, regardless of who initiates
it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.
A) Non-Solicitation of Employees/Consultants. During your employment with the Group and for a period of two (2)
years thereafter, you will not directly or indirectly hire, attempt to hire, recruit, offer employment, lure or entice away,
or in any other manner persuade or otherwise solicit anyone who is then an employee or consultant of the Group

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(or who was an employee or consultant of the Group within the six (6) months preceding the date of any such
prohibited conduct) to resign from the Group or to apply for or accept employment with, or otherwise provide services
to, you or any third party, for your own benefit or for the benefit of any other person or entity.
B) Non-Solicitation of Suppliers/Customers. During your employment with the Group and for a period of two (2)
years thereafter, you will not directly or indirectly (i) solicit from any Protected Customer any business that is
comparable or similar to any products or services provided by the Group; (ii) request or advise any Protected
Customer to curtail, cancel, or withdraw its business from the Group; (iii) aid in any way any other entity in obtaining
business from Protected Customer that is comparable or similar to any products or services provided by the Group;
or (iv) otherwise interfere with any transaction, agreement, business relationship, and/or business opportunity
between the Group and any customer or potential customer of the Group. “Protected Customer” means any person
or entity who was or is a customer or potential customer of the Group at any time during your employment with the
Company or its predecessor and (a) with whom you dealt on behalf of the Company or a Group member or their
predecessor; (b) whose dealings with the Company or a Group member or their predecessor were coordinated or
supervised by you; (c) about whom you obtained Proprietary Information as a result of your association with the
Company or a Group member or their predecessor; (d) to whom you provided services or (e) who received products
or services the sale or provision of which resulted in compensation, commissions or earnings for you.
C) Non-Competition. During your employment with the Group and for a period of two (2) years thereafter (the
“Restricted Period”), you will not, directly or indirectly, whether as an employee, officer, director, consultant, owner,
manager, advisor, investor, or otherwise, within any city in which (a) the Company or the Group maintains an office
with respect to which you provided services or about which you received or developed Proprietary Information; or
(b) a Protected Customer is located, do any of the following: (i) render advice or services to, or otherwise assist,
any person, association, or entity who is engaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5%
or greater equity, voting or profit participation interest in any person, association, or entity who is engaged, directly
or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have
business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the
business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with
Restricted Products. “Restricted Products” means products or services which are of the same or materially similar
kind as the products or services (including but not limited to technical and product support, professional services,
technical advice and other customer services) researched into, developed, manufactured, distributed, sold or
supplied by the Group and with which you were directly connected during your employment with the Company
(including if applicable any period of employment with the Company’s predecessor), or about which you have
received or developed Proprietary Information by reason of your employment with the Company or its predecessor.
Notwithstanding the foregoing, with prior written consent from the Company, you may accept employment or
otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that,
during the Restricted Period, you are employed by a business unit of such competitor that is not engaged or
otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of
a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether
on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a period equal
the length of any violation of this Section 7.3.
D) Employment by Customers. For a period of one (1) year following termination of your employment for any reason,
you will not accept employment with a Protected Customer in a capacity of service that is offered as a service by
the Company without the Company's express written permission.
7. GENERAL.
A) Injunctive Relief. You understand that in the event of a breach or threatened breach of Sections 2 through 7 and/or
8.1 of this Appendix by you, the Group will suffer immediate and irreparable harm for which money alone cannot fully
compensate the Group; therefore, in such event the Company will be entitled to obtain injunctive relief from a court
of competent jurisdiction to enforce this Appendix without the necessity of proof of actual damage and without
posting any bond or other security. If the Company is required to seek injunctive relief in accordance with this
Section 8.1, the Company may apply directly to a court of competent jurisdiction and need not seek such relief in any
arbitration proceedings. This Section shall not be construed as an election of any remedy, or as a waiver of any right
available to the Group under this Appendix or the law, including the right to seek damages from you for a breach of
any provision of this Appendix, nor shall this paragraph be construed to limit the rights or remedies available under
applicable law for any violation of any provision of this Appendix.

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B) Judicial Modification. If the scope of any restriction contained in this Appendix is too broad to permit enforcement
of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law,
and the parties consent and agree that such scope may be accordingly judicially modified in any proceeding brought
to enforce such restriction.
C) Assignment. This Appendix will be binding upon your heirs, executors, administrators and other legal
representatives and will be for the benefit of the Group, its successors, its assigns and licensees. This Appendix,
and your rights and obligations hereunder, may not be assigned by you; however, the Company may freely assign
its rights hereunder.
D) Partial Invalidity. If any provision of this Appendix or the application of such provision be held unenforceable for any
reason by a court of competent jurisdiction and such provision cannot be modified to render it enforceable as
provided in Section 8.2, then such provision shall be severed from this Appendix and the remainder of this Appendix
shall not be affected.
E) Survival. Any termination of this Appendix, regardless of how such termination may occur, shall not operate to
terminate Sections 2, 3, 4, 5, 6, and 7 which shall survive any such termination and remain valid, enforceable and in
full force and effect.

EMPLOYEE

Signature
Srilakshmi Kothuru
Name
3/8/2022
Date

MITRATECH HOLDINGS, INC.

Signature
Courtney Baumann
Name
Global HR Director
Title
3/9/2022
Date

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Schedule 1
(List of Employee’s Prior Inventions)

By initialing here, I represent and warrant that I have no Prior Inventions, as that term is defined
in the Agreement to which this Schedule 1 is attached.

OR

Below is a complete and accurate list of Prior Inventions, as that term is defined in the Agreement to
which this Schedule 1 is attached.

NA

EMPLOYEE

Signature
Srilakshmi Kothuru
Name
3/8/2022
Date

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 You will be covered under the Group Medical Cover policy for Rs. 7,00,000 per family (for definition of family
refer the Employee Handbook).
 You will be covered under the Group Personal Accident Insurance Scheme up to 4 times of your Fixed CTC.

 You will be covered under Group Term Life Policy up to 4 times of your Fixed CTC.
 For Gratuity: To the extent that the Employee is entitled to receive under the Payment of Gratuity Act, 1972
(provided the Employee is eligible to receive such gratuity).

 The above amounts shall be subject to tax to be deducted according to the provisions of the IT Act.

3/8/2022
____________________________________ _____________________________
Srilakshmi Kothuru DATE

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