ESOP - Mandate Agreement

Dear Sir,

This letter (the “Agreement”) sets out the basis on setting up ESOP and Stock Appreciation Rights
scheme for the Company’s Advisors (the “Engagement”).

The Company and are hereinafter collectively referred to as the "Parties" and individually as the
"Party".

1. Engagement & Scope of Services
Client is fast growing company in the Edtech sector and has developed web application. The
Company is looking to setup stock options scheme to incentivize its employees and Advisors. The
Company has been in discussion with team and has now decided to appoint as its advisor for
setting up the schemes.
The scope of the Engagement is detailed in the Annexure 1 to the Agreement.
2. Fees and Expenses
As compensation for the provision of services envisaged above, the Company hereby agrees to pay
fees as per the details elaborated in Annexure 2.
3. Effectivity
This Agreement shall benefit and be binding on the parties their respective successors and any
permitted assignee, and shall take effect on the date of its counter signature by the Client.
4. Other Terms
4.1. Information Disclosure

The Client agrees to disclose or provide to all information, which may reasonably be considered
pertinent to enable to undertake its responsibilities under this Engagement letter.
4.2. Confidentiality
undertakes to the Client that it will keep confidential any written or unwritten information,
including all verbal conversations, which has been provided to (including prior to the date of this
engagement letter) which is not in public knowledge. No information shall be provided by to a
third party without the Client’s consent and, where appropriate, a confidentiality undertaking in a
form acceptable to the Client having first been obtained from such third party. Notwithstanding
the above undertaking, may disclose such confidential information or details relating to the
Engagement hereunder if required by law or the rules and regulations of any relevant regulatory
authority or exchange. The terms and conditions of this Agreement and all material non-public
information delivered in connection with this Agreement shall be kept strictly confidential and
shall not be disclosed to any third party.
4.3. Severability
Each provision of this letter is severable and if any provision (in whole or in part) is or becomes
invalid or unenforceable or contravenes any applicable regulations or laws, the remaining
provisions and the remainder of the affected provision (if any) will not be affected. In any such
event, the Client and will endeavor to replace the affected provision by a new provision reflecting
their original intention as closely as possible.
4.4. Governing Law and Jurisdiction

The rights and obligations of the parties under this engagement agreement shall be governed by
and construed in accordance with the laws of India. This engagement agreement shall be
governed by and construed in accordance with Indian Law and the Client and hereby agree to
submit for all purposes in connection with this engagement to the rules of arbitration of India and
Jurisdiction shall be Courts of New Delhi. The place of arbitration shall also be New Delhi.
4.5. Authority
Each of the undersigned parties confirms it is fully authorized to enter into and perform in
accordance with the terms of this engagement agreement.
In witness whereof the parties have signed this agreement on the date, month, year first above
written.
Annexure 1
Detailed Scope of Advisory Work
1. Developing Stock Appreciation Right scheme for Non-Employees

Drafting an Agreement to be used to provide Stock Appreciation Right for Non-employees of the
Company
Anticipated timeline: 1 month from date of start of engagement
2. ESOP
Drafting ESOP scheme including clauses like Purpose of the plan, Eligibility of employees, Share
Limit, Letter of Grant, Exercise price, Nomination, Term of the Plan etc. This will also include
drafting of Option Agreement for employees; advisory for Constitution of ESOP Committee;
Registration of ESOP Trust along with preparation of all the documents. Further a guidance note
on accounting and taxation of ESOP for company and employees shall also be drafted and shared
with the Company.
Anticipated timeline: 3 months from date of start of engagement

Annexure 2
Fees
1. Upfront Fee: Upfront fee of INR 120,000 (INR One Lakh Twenty Thousand Only) payable
on the signing of the Agreement.
2. Milestone Fee:
a. On Completion of Scope 1 as per Annexure 1 - INR 90,000 (INR Ninety Thousand Only)
b. On Completion of Scope 2 as per Annexure 1 - INR 90,000 (INR Ninety Thousand Only)
3. All fees quoted are exclusive of GST, at the then prevailing rates, that may be levied on
the services rendered by under this mandate. The Company agrees to gross up fees payable
above to the extent of applicable GST or any other such tax that may be levied by the regulatory
authorities during the duration of this mandate. agrees that where applicable, any payments by
the Company relating to fees would be subject to tax deduction at source at applicable rates.
4. All fees and expenses shall be paid promptly, no later than 15 days from receipt of
invoices from .

ESOP - Mandate Agreement

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Dear Sir,

1. Engagement & Scope of Services

The scope of the Engagement is detailed in the Annexure 1 to the Agreement.

4.1. Information Disclosure

4.4. Governing Law and Jurisdiction

1. Developing Stock Appreciation Right scheme for Non-Employees

Anticipated timeline: 1 month from date of start of engagement

Anticipated timeline: 3 months from date of start of engagement

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