OFFER / AGREEMENT

Date – 9th April 2024

Dear Udayan Chauhan,

Further to our Discussion and your acceptance thereof, we are pleased to appoint you as Co-
Founder in Richon Agro Pvt Ltd starting 20th June 2024. The terms would be as following:

ROLE & RESPONSIBILITIES:

● Develop and implement effective sales & Marketing strategies for all Domestic &
International (Online & Offline Channels)
● Building Relevant Team to support the Business Channels (Sales & Support function)
● Initiate & Ensure Smooth run of Sales, Operation, Marketing, Business Analysis &
submission of relevant sales and operational reports for the channels.
● Monitor and Analyze performance metrics and suggest improvements
● Liaison & align various stakeholders like Finance, Marketing and Product Development
departments, SCM, Admin, Operations etc to ensure brand consistency stay up to date with
new product launches
● Any other work as assigned by the company

Compensation:

Remuneration: Rs. 51,00,000 /- Per Annum (PF/Income tax deductions as applicable/Mediclaim) +

ESOP (Share Quantity to be decided Mutually)

You will be entitled to hold 3% of Equity in the company.

(2% of equity will be allocated along with this offer on Immediate Basis with no lock in
Rest Remaining 1% equity shall be allocated after completion of your 1 year in this company, Which shall
have a lock in of 3 years for the date of allocation)

Investment: You will be required to invest Rs 1 Crore in the company in parts, Where initial of Rs 10 Lacs
will be 1st part of Investment while/before you join, Rest Investment will be in parts and on Mutual
Understanding.
Job Location: Noida

Date of Joining: 20th June 2024,

1. DEFINITIONS
Unless repugnant to the context, in this Agreement the expressions & Conditions mentioned below shall be
adhered by both the parties:

2. EMPLOYMENT
The Company has employed the Founder to render services as described herein from the Effective Date and
the Parties hereby set forth the terms of the Founder’s employment.
The Founder will, from the Effective Date, be required to carry out all duties associated with employment as an
employee of the Company and as communicated to him by the Board from time to time in accordance with the
Articles and the terms of this Agreement. The Founder shall be subject to the general supervision and control of
the Board and the scope of his role shall be set at the discretion of the Board in accordance with Applicable Law.
The primary responsibilities of the Founder include but are not limited to managing all company activities including
management, business development, operation and growth of the Company.
3. PLACE OF WORK
The principal place of work from where the Co-Founder shall perform services for the Company will be the
Company's offices. Co-Founders will be working from Noida office. This may change from time to time and as
decided by the board.

4. DUTIES AND OBLIGATIONS

From the Effective Date, the following shall be the duties and obligations of the Co-Founder:
The Co-Founder agrees to devote his full time and attention to provide services and perform such other duties
as required by the Company.
The Co-Founder agrees that during the term of his employment, he shall work exclusively for the Company
and will not perform or undertake to perform any work for any other Person without the specific prior written
permission of the Company for each such instance of work in the same industry.
The Co-Founder shall have the power to sign contracts, deeds and documents proposed to be executed by the
Company, to represent the Company in dealings with the Government and other authorities and to sign pleadings
and applications required to be filed in any legal proceedings by or against the Company, subject, however, to
such action having first been approved by the Board or in pursuance of a power of attorney granted in favour of
the Founder by the Company.

5. REMUNERATION AND BENEFITS

In consideration of the duties and obligations, the Co-Founder shall be entitled to the remuneration and other
employee benefits, both statutory as well as non-statutory, in accordance with the Board Resolution. The
remuneration payable to the Co-Founder will be effective from the Effective Date and shall be reviewed on a
periodic basis as the Board may decide and may be revised or maintained as determined by the Board.
The Company shall reimburse all expenses actually and properly incurred by the Co-Founder in the course of
business of the Company during the term of employment of the Co-Founder with the Company and in
accordance with relevant Company policy (as amended from time to time by the Company in its sole and
absolute discretion), upon presentation of appropriate documentation of such expenses at such time and in
such form and manner as the Company may prescribe.
The Company shall deduct from all compensation or benefits payable pursuant to this Agreement such
withholding and other taxes as are required by Applicable Law, any debts owed by the Co-Founder to the
Company

6. INTELLECTUAL PROPERTY RIGHTS

The Co-Founder’s obligations with respect to Intellectual Property shall be as set forth in the Confidentiality and
Intellectual Property Assignment Agreement.

7. CONFIDENTIALITY
Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall
mean any and all non-public information, including, but not limited to, technical, development, marketing,
sales, operating, performance, cost, know-how, business and process information, computer programming
techniques, and all record- bearing media containing or disclosing such information and techniques which is
disclosed by the Company to the Founders or vice versa, either directly or indirectly, in writing, orally, or by
drawings or observation.
Obligations of Confidentiality: The Co-Founder agree that during the term of this Agreement and thereafter:
a. To keep all Confidential Information strictly confidential;
b. Not to disclose any Confidential Information to any third party without the prior
written consent of the Company;
c. To use the Confidential Information solely for the purposes of the business operations
and activities of the Company;
d. To implement reasonable security measures to protect the confidentiality of the Confidential
Information;
To disclose Confidential Information only to those employees or agents who are required to know such
information for the purposes of the Company's business and who are bound by confidentiality obligations
LEGENDS
All certificates evidencing Acquired Shares shall bear the following legend.
“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY
MANNER DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN
THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE
SHARES) SUCH AGREEMENT GRANTS TO THE COMPANY REPURCHASE RIGHTS UPON TERMINATION OF
SERVICE WITH THE COMPANY.”

8. NOTICES
Notices, demands or other communication required or permitted to be given or made under this Agreement
shall be in writing and shall be provided by email or registered post to the addresses mentioned below:
If to the Company:
Address: xxxxxxxxxxxxxxxxxxxxxxxxxxx
Company: xxxxxxxxxxxxx
Kind Attn:
xxxxxxx
E-mail:
xxxxxxxxxx

If to the Co-Founder:
Address: xxxxx
Kind Attn: Udayan Chauhan
E-mail: udayanchauhan@gmail.com

9. MISCELLANEOUS
This Agreement shall be interpreted in accordance with and governed by the laws of India without regard to
any conflict of laws principles. All disputes arising out of or in connection with this Agreement shall be subject
to the sole and exclusive jurisdiction of the courts of Delhi.
The rights of each Party under this Agreement shall not be to the exclusion of the rights granted under
Applicable Law but shall be in addition to such rights.