PhonePe Stock Option Agreement

This Employee Stock Option Agreement (this "Stock Option Agreement") is made and entered
into this 30-Sep-2024, by and between: (1) PhonePe Private Limited, a company incorporated
in India (with company identification number U67190MH2012PTC337657), having its registered
address currently at Unit No.001, Ground Floor, Boston House, Suren Road, Off. Andheri-Kurla
Road, Andheri (East), Mumbai City, Maharashtra 400093. (the "Company"); and (2) Vishal
Singh,423189 (the "Option Grantee"), effective from 10th day of October 2022 ( “Effective
Date”).

In accordance with the terms of this Stock Option Agreement, and conditional upon execution of
this Stock Option Agreement, the Company has agreed to Grant to the Option Grantee, 21
PhonePe Options, which confer a right but not an obligation on the employee to apply for 21
Equity shares of the Company upon the terms and conditions set forth in the PhonePe Stock
Option Scheme, as amended from time to time ("PSOP") (a copy of which can be found on the
employee portal and this Stock Option Agreement.

1. Interpretation

1.1. The terms defined in this Stock Option Agreement shall for the purposes of this Stock
Option Agreement have the meanings herein specified and terms not defined in this
Stock Option Agreement shall have the meanings as defined under the PSOP.

2. Entire Agreement

2.1. The PSOP is hereby incorporated into this Stock Option Agreement by reference.
This Stock Option Agreement and the PSOP constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Option Grantee with
respect to the subject matter hereof.

2.2. To the extent contemplated herein or therein, the provisions of the PSOP and this
Stock Option Agreement shall survive any exercise of Vested PhonePe Options and
shall remain in full force and effect.

3. Administration by the Board

3.1. The Board shall determine all questions of interpretation concerning this Stock
Option Agreement whose determination shall be final and binding upon all persons
having an interest in the PSOP.

4. Terms and Conditions of PhonePe Options

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 4.1. Annexure to this Stock Option Agreement sets out the following terms which apply
to this Grant of PhonePe Options: (i) the date of Grant; (ii) the number of PhonePe
Options Granted; (iii) the Exercise Price, (iv) the Expiry Date, (v) the Vesting
Schedule, including any PhonePe Options which may Vest immediately on the date
of Grant, if applicable and (vi) any Exercise Conditions or Vesting Conditions in
addition to those set out in the PSOP.

4.2. Further terms and conditions applicable to PhonePe Options are set out in the PSOP.
PhonePe Options only Vest, and may only be exercised, in accordance with the
PSOP.

4.3. The PhonePe Options may not be exercised if the issuance of any Shares upon
Exercise would constitute a violation of any Applicable Law or would be in violation
or breach of any provision in the PSOP or the Constitution. If: (i) the issuance of
Shares to any Option Grantee is illegal or otherwise prohibited by any Applicable
Law or the Constitution; or (ii) the Company is unable to obtain authority or approval
from any regulatory body having jurisdiction over the Company, or under any
Applicable Law, within a reasonable period of time from the Company's application
for such authority or approval, for the lawful issuance and/or sale of any Shares
hereunder: the Company shall be relieved and wholly discharged of any and all
liability in respect of the failure to issue and/or sell such Shares.

4.4. As a condition to the Exercise of the Vested PhonePe Options, the Board of the
Company may require the Option Grantee to satisfy any and all qualifications that
may be necessary or appropriate, to evidence compliance with any and all
Applicable Laws, and the provisions of the PSOP and this Stock Option Agreement
and to furthermore make any further representations or warranties as may be
requested by the Board.

5. Tax Implications

The Option Grantee understands and acknowledges that he/she may suffer adverse tax
or other consequences as a result of participation in the PSOP and entry into and
performance of this Stock Option Agreement, including, without limitation, any
Participation Action. The Option Grantee expressly acknowledges and agrees that any
statements made by, on behalf of, or purportedly on behalf of the Company, any PP
Group Company or any Affiliate of any PP Group Company as to tax or other
consequences as a result of participation in the PSOP and entry into and performance of
this Stock Option Agreement are of a general nature only, do not take into account
specific facts or circumstances that may be relevant to the Option Grantee, are not
intended as tax or legal advice and do not amount to tax or legal advice. The Option
Grantee represents that he/she is not relying on the Company, any PP Group Company
or any Affiliate of any PP Group Company for any tax advice in connection with
participation in the PSOP and entry into and performance of this Stock Option Agreement,
including without limitation in respect of any Participation Action. The Option Grantee is

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 urged to satisfy themselves as to the tax and other consequences of participation in the
PSOP and entry into and performance of this Stock Option Agreement, and if he/she has
any questions or requires any information to consult his/her own professional tax
advisers.

6. Deduction /Collection of Tax at Source

The Option Grantee acknowledges and expressly agrees to the provisions of clause 10
(Taxation) of the PSOP, including, without limitation, the indemnity and consent to
withholding included within that clause.

7. Covenants of the Option Grantee

7.1. The Option Grantee confirms that, in consideration of the PhonePe Options granted
to the Option Grantee:

[Link]/she shall not engage himself / herself in activities that have, will have or
could reasonably be expected to have an adverse impact on the reputation of
the Company or would conflict with the interests of the Company;

[Link] during employment with the Company he/she shall engage

himself/herself exclusively in the work assigned by the Company and shall
comply with the terms of the PhonePe Code of Conduct as may be amended
from time to time (or any other relevant policy that applies to the Company from
time to time) in respect of any work other than the work assigned by the
Company);

[Link]/she shall strictly abide by the terms of the Group Policies/Terms of

Employment; and

[Link]/she shall maintain as secret and confidential all Confidential Information (as
defined herein) and shall not use or divulge or disclose any such Confidential
Information except as may be required under any obligation of law (subject to
obtaining the consent of the Company, with such consent not to be
unreasonably withheld or delayed) or as may be required by the Company.

7.2. Clause 7.1.4 applies to such information that the Company believes in its discretion
to be confidential. Consequently, the Option Grantee understands that "Confidential
Information" means any or all information about the Company that satisfies one or
more of the following conditions:

[Link] has not been made generally available to the public save and except for
information disclosed to the public with the consent of the Company; or

[Link] is critical to the Company’s current or anticipated business or research and

development activities or those of a customer or supplier or associate or

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 channel partner of the Company and the disclosure of the same would affect
their competitiveness; or

[Link] either has been identified as confidential by the Company (either orally or in
writing) or it has been maintained as confidential from outside parties and is
recognized as intended for internal disclosures only; or

[Link] either is of a nature that it gives a distinct edge to the Company over
competition when not shared with the competition, or is likely to give any
advantage to the competition or any other organization / person / group of
persons when shared with the organization / person / group of persons; or

7.2.5. it is required to be kept confidential by any requirement of law.

7.3. Confidential Information also includes all trade related information, trade secrets,
confidential and privileged information, customer information, employment related
information, strategies, administration, research in connection with the Company and
commercial, legal, scientific, technical data that are either provided to or made
available to the Option Grantee by the Company to facilitate his/her work or that the
Option Grantee is able to know or has obtained access by virtue of his/her
employment or position with the Company. By way of illustration, the following are
examples of Confidential Information:

[Link] programs, inventions, samples, designs, drawings, machines, tools,

photographs, source codes, object codes, methods, concepts, formulas,
algorithms, processes, technical specifications, analyses, discoveries,
improvements, marketing methods, manufacturing processes, research and
development information;

[Link] matters, business plans, company policies, sales forecasts,

employee and personnel information (including information pertaining to their
terms of employment, experience, contact details, appraisals, performance,
competencies, specialized skills / expertise, medical information, etc.);

[Link]-public financial information relating to the Company including its financial

results for any period;

7.3.4. business plans of the Company including its monthly reports and estimates;

[Link] and prospective customer lists and information on customers and their
employees of the Company;

[Link] relating to existing and potential intellectual property of the

Company;

[Link] policy of the Company including the intended declaration of dividend;

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 [Link] of shares of the Company by way of public offers, rights issues, bonus
issue, employee stock options;

[Link] expansion plans or execution of new projects including information

concerning amalgamations, mergers, acquisitions and takeovers being planned
or contemplated by the Company and information concerning the purchase of
major equipment or property and the disposal of any undertakings of the
Company;

[Link] relating to the Company regarding acquisition or loss of significant

contracts, significant disputes with major suppliers, consumers or any
Governmental or regulatory agency;

[Link] information that may affect the earnings / profitability of the Company;
and

[Link] other change in policies, plans or operations of the Company.

8. No guarantee of continued service or further grant or cancellation of PhonePe

Options:

8.1. The grant of a PhonePe Option does not form part of the Option Grantee’s entitlement
to compensation or benefits pursuant to the contract of employment nor does the
existence of a contract of employment give such person any right, entitlement or
expectation to have PhonePe Options granted to him/her in respect of any number
of Shares or any expectation that further PhonePe Options might be granted to
him/her whether subject to any condition or at all.

8.2. Neither the existence of this Stock Option Agreement, nor the existence of the PSOP,
nor the fact that an individual has on any occasion been granted a PhonePe Option
shall give such individual any right, entitlement or expectation that he/she has or will
in future have any such right entitlement or expectation to participate in PSOP by
being granted a PhonePe Option on any other occasion.

8.3. The rights granted to an Option Grantee upon the grant of a PhonePe Option shall
not afford the Option Grantee any rights or additional rights to compensation or
damages in consequence of the loss or termination of his/her office or employment
with any present or past member of the PP Group or associated company for any
reason whatsoever (whether or not such termination is ultimately held to be wrongful
or unfair).

8.4. The rights and obligations of an Option Grantee under the terms of his/her contract
of employment with any present or past member of the PP Group or associated
company shall not be affected by the grant of a PhonePe Option or his/her
participation in PSOP.

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 8.5. The Option Grantee acknowledges and agrees that the Vesting of PhonePe Options
pursuant to the PSOP is earned only by continuing as an Employee at the will of the
Company. The Option Grantee further acknowledges and agrees that this Stock
Option Agreement, the transactions contemplated hereunder and the PSOP do not
constitute an express or implied promise of continued employment of the Option
Grantee for the Vesting Period, or for any period at all, and shall not interfere with
the Company’s right to suspend, retrench, discipline or terminate the Option
Grantee’s relationship as an Employee at any time with or without cause.

9. Rights as a Shareholder:

9.1. The Option Grantee shall have no rights as a Shareholder with respect to any Shares
covered by the PhonePe Options until the date of allotment of the Shares for which
the Vested PhonePe Options have been Exercised. Other than in the event of a
Variation of Share Capital, no adjustment shall be made for additional Shares issued,
dividend distributions or other rights prior to the date of such allotment.

10. Binding agreement and further assurances:

10.1. Subject to the restrictions on transfer set forth herein and in the PSOP, this Stock
Option Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and assigns.

10.2. Each Option Grantee must sign all further documents and do all further things as
may be necessary or desirable to give effect to the PSOP or this Stock Option
Agreement and comply with Applicable Law.

11. Termination or amendment of Agreement:

11.1. This Stock Option Agreement may not be modified except by means of a written
document signed by the Company and Option Grantee.

[Link] PSOP may not be modified materially adversely to the Option Grantee's interest
except with the written consent of the Option Grantee, provided that:

[Link] exercise of a right expressly contained in the PSOP (other than the right
to amend the PSOP) shall not be considered a modification of the PSOP for the
purposes of this Clause 11; and

[Link] termination of the PSOP shall not be considered a modification of the

PSOP for the purposes of this Clause 11 (as such termination of the PSOP shall
not affect any PhonePe Options granted under the PSOP prior to such

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 termination, which will continue to be valid and exercisable in accordance with
the provisions of the PSOP pursuant to Clause 1.5 of the PSOP).

11.3. Subject to Clause 11.2 and compliance with Applicable Laws and the Constitution,
the Board may terminate or amend the PSOP at any time. Any amendments to the
PSOP made in accordance with this Clause 11.3 shall bind the Option Grantee as
if incorporated into this Stock Option Agreement.

12. Governing Law and Jurisdiction

[Link] terms and conditions of this Stock Option Agreement shall be governed by and
construed in accordance with the laws of India.

[Link] Option Grantees and the Company shall submit to the nonexclusive jurisdiction
of the courts of Bengaluru.

[Link] in this Clause will however limit the right of the Company to bring
proceedings against any Employee or Option Grantee in connection with this Stock
Option Agreement:

[Link] any other court of competent jurisdiction; or

[Link] in more than one jurisdiction.

13. Confidentiality Undertaking

[Link] Option Grantee specifically confirms and covenants to the Company that he/she
is aware that the information regarding his/ her PSOP entitlements as contained in
Annexure to this Stock Option Agreement is strictly confidential and that he/ she
cannot reveal/ share this information with any of his/ her peer, colleagues, co-
employees or with any employee and/ or associate of the Company or that of its
affiliates. In case Option Grantee is found in breach of this Confidentiality
Undertaking, the Company has undisputed right to terminate this Stock Option
Agreement and all unexercised PhonePe Options shall stand canceled immediately.
The decision and judgment of the Company regarding breach of this Confidentiality
Undertaking shall be final and cannot be questioned by Option Grantee.

13.2. By signature of the Option Grantee and signature of the Company's representative
below, the Option Grantee and the Company agree that the grant of the PhonePe
Options is governed by the terms and conditions of the PSOP and this Stock Option
Agreement. Option Grantee has reviewed the PSOP and this Stock Option
Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Stock Option Agreement and fully understands all provisions
of the PSOP and Stock Option Agreement. Option Grantee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board upon
any questions relating to the PSOP and Stock Option Agreement. Option Grantee

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 further agrees to notify the Company upon any change in the residence address
indicated below.

For and on behalf of In the presence of:

PhonePe Private Limited

_______________________________ ___________________________
Name: Manmeet Sandhu Name : Supriya Sudhakaran

Designation: Head - Human Resources Designation : Head HRBP

Date: 30-Sep-2024 Date : 30-Sep-2024

By: In the presence of:

{{emp_sign1_es_:signer1:signature}}

___________________________ ________________________________
Vishal Singh Name: Arsh Rachit

423189 Designation: Head of HR COE

Date: 30-Sep-2024

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 PhonePe Option Grant Details - Annexure

Name of the Option Grantee: Vishal Singh

Employee ID: 423189

PhonePe Option Grant Details

Type of Grant Grant 4 2022

Date of Grant 30-Sep-2024

Exercise price per PhonePe Option INR 10/- (Subject to applicable law)

Number of PhonePe Options granted 21

Exercise period As per PSOP

Exercise Conditions As per PSOP

Expiry Date 10 Years from the Date of Grant

Vesting Schedule (which for the avoidance of 25% will vest in 12 months from date of grant
doubt shall be deemed to be a Vesting , remaining will vest equally over the next 36
Condition) month

Vesting Conditions No additional conditions

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 Vesting Schedule

Vest Schedule - Options

Vest Date Vest Quantity
30-Sep-2025 5
30-Oct-2025 1
30-Dec-2025 1
30-Mar-2026 1
30-May-2026 1
30-Jul-2026 1
30-Oct-2026 1
30-Dec-2026 1
28-Feb-2027 1
30-Apr-2027 1
30-Jul-2027 1
30-Sep-2027 1
30-Nov-2027 1
30-Jan-2028 1
30-Apr-2028 1
30-Jun-2028 1
30-Aug-2028 1
21

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