-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, TAX, OR SECURITIES ADVICE This document is a structured preparation draft only. Companies Act 2013 share issuance and founder vesting compliance, income tax treatment of founder share grants under the Income Tax Act 1961 including perquisite tax and Section 56(2)(viib) implications, Maharashtra Stamp Act stamp duty obligations, enforceability of non-compete provisions under Indian contract law, and IP assignment completeness must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any shares are issued. -------------------------------------------------- CO-FOUNDER AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: CFA-2026-001 Date of Preparation: June 1 2026 CO-FOUNDER A: Arjun Kapoor CEO Mumbai Maharashtra India Email: [Arjun email] CO-FOUNDER B: Priya Sharma CTO Mumbai Maharashtra India Email: [Priya email] COMPANY: NovaTech Solutions Pvt Ltd Mumbai Maharashtra India Email: [company email] 1. RECITALS 1.1 Arjun Kapoor and Priya Sharma are the co-founders of NovaTech Solutions Pvt Ltd, an early-stage B2B SaaS company incorporated in Maharashtra India. 1.2 NovaTech Solutions Pvt Ltd is building and commercializing a B2B software- as-a-service platform for Indian business customers. 1.3 Both co-founders confirm their mutual intent to document their foundational governance arrangements including equity split, roles, decision-making, and founder departure terms through this agreement. 2. DEFINITIONS 2.1 Co-Founders: Arjun Kapoor and Priya Sharma jointly. 2.2 Company: NovaTech Solutions Pvt Ltd. 2.3 Shares: Ordinary shares in NovaTech Solutions Pvt Ltd held by each co-founder. 2.4 Equity Split: Arjun Kapoor 60 percent and Priya Sharma 40 percent as described in Section 5. 2.5 Vesting Schedule: The 4-year time-based vesting schedule with 1-year cliff as described in Section 6. 2.6 Cliff Date: The date 12 months from the Vesting Commencement Date. 2.7 Unvested Shares: Shares not yet vested and subject to buyback. 2.8 Vested Shares: Shares that have vested and are no longer subject to compulsory buyback. 2.9 Reserved Matters: Decisions requiring unanimous written consent as described in Section 10. 2.10 Deadlock: A situation where unanimous consent on a Reserved Matter cannot be reached after good-faith negotiation. 2.11 Good Leaver: Departure circumstances described in Section 15.1. 2.12 Bad Leaver: Departure circumstances described in Section 15.2. 2.13 Effective Date: June 1 2026. 3. COMPANY AND BUSINESS 3.1 NovaTech Solutions Pvt Ltd is incorporated as a private limited company in Maharashtra India under the Companies Act 2013. 3.2 The Company's business is to develop, market, and sell a B2B SaaS platform to Indian business customers. 3.3 Note: The Company's incorporation, share capital structure, and compliance with Companies Act 2013 must be confirmed with a qualified Indian attorney before any shares are issued. 4. EQUITY SPLIT 4.1 The founding equity is allocated as follows: Arjun Kapoor — CEO — 60 percent Priya Sharma — CTO — 40 percent Total: 100 percent of founding equity. 4.2 No employee option pool has been reserved at this stage. Any future option pool creation requires unanimous written consent of both co-founders. 4.3 Equity percentages may only be changed by written amendment signed by both co-founders. 4.4 Note: The structure of founder equity ownership and the issuance of shares must comply with the Companies Act 2013. Income tax implications of founder share allotment including Section 56(2)(viib) of the Income Tax Act 1961 must be confirmed with a qualified tax advisor before any shares are issued. 5. FOUNDER VESTING 5.1 Both co-founders' shares vest on a 4-year time-based schedule with a 1-year cliff from June 1 2026. 5.2 No shares vest during the first 12 months. On June 1 2027 25 percent of each co-founder's shares vest. The remaining 75 percent vest in equal monthly installments over the following 36 months. 5.3 Unvested shares are subject to buyback by the Company or remaining co-founder on a founder departure as described in Section 15. 5.4 Note: Founder vesting through a compulsory buyback mechanism must comply with Companies Act 2013 provisions. The income tax implications of the vesting schedule must be confirmed with a qualified Indian tax advisor immediately on share issuance. 6. ROLES AND RESPONSIBILITIES 6.1 Arjun Kapoor serves as Chief Executive Officer responsible for overall business strategy, investor relations, sales leadership, and finance oversight. 6.2 Priya Sharma serves as Chief Technology Officer responsible for all product development, engineering, and technology architecture decisions. 6.3 Each co-founder agrees to devote their full working time and best efforts to the Company. 6.4 Changes to a co-founder's role require unanimous written consent. 7. FOUNDER COMPENSATION 7.1 Both co-founders agree to draw zero salary for the first 12 months from June 1 2026 to May 31 2027. 7.2 From June 1 2027 each co-founder will draw a salary of INR 60,000 per month subject to the Company having sufficient revenue to support this. 7.3 Any salary increase beyond INR 60,000 per month requires unanimous board approval. 7.4 Note: Co-founder salary arrangements have income tax and provident fund implications under Indian employment and tax law that must be confirmed with a qualified advisor. 8. DECISION-MAKING AND AUTHORITY 8.1 Each co-founder may make day-to-day operational decisions within their own functional area independently without seeking consent from the other co-founder. 8.2 Decisions involving expenditure above INR 2,00,000 in any single transaction require written consent of both co-founders. 8.3 Reserved Matters as listed in Section 9 require unanimous written consent of both co-founders. 9. RESERVED MATTERS 9.1 The following decisions require unanimous written consent of both Arjun Kapoor and Priya Sharma: 1. Issuing or allotting any new shares or creating any option plan. 2. Incurring any borrowing or guarantee above INR 5,00,000. 3. Making any acquisition or disposal above INR 5,00,000. 4. Materially changing the Company's business activity. 5. Amending the Company's Articles of Association or Memorandum. 6. Approving any related-party transaction. 7. Hiring any senior employee at a salary above INR 80,000 per month. 8. Seeking or accepting any external investment. 9. Admitting a new co-founder or director. 10. Winding up or dissolving the Company. 10. DEADLOCK RESOLUTION 10.1 If a Deadlock arises on any Reserved Matter, the co-founders must first attempt resolution through direct good- faith negotiation for 21 days. 10.2 If unresolved after 21 days, the Deadlock is referred to an agreed independent mediator in Mumbai for resolution within 30 days. 10.3 If mediation fails, either co-founder may initiate a shotgun buyout by providing written notice to the other co-founder stating a price per share at which they offer to buy all of the other co-founder's shares. The notified co-founder must within 30 days either sell all their shares at the stated price or buy all of the notifying co-founder's shares at the same price. 10.4 Note: The shotgun buyout mechanism must comply with the Companies Act 2013 share transfer provisions. A qualified attorney must confirm this mechanism before execution. 11. INTELLECTUAL PROPERTY ASSIGNMENT 11.1 Arjun Kapoor and Priya Sharma each irrevocably assign to NovaTech Solutions Pvt Ltd all intellectual property created by them in connection with the Company's business before and after June 1 2026, including all software, code, product concepts, business methods, trade secrets, and any other IP connected to the Company's SaaS platform. 11.2 Each co-founder will execute any further documents required to perfect this assignment within 14 days of request. 11.3 Note: IP assignment provisions must comply with applicable Indian IP law and must be confirmed with a qualified attorney. 12. CONFIDENTIALITY 12.1 Both co-founders agree to keep all confidential information of the Company and of each other strictly confidential for 2 years following departure. 13. NON-COMPETE AND NON-SOLICITATION 13.1 During the term of this agreement and for 12 months following departure neither co-founder may directly compete with NovaTech Solutions Pvt Ltd's core B2B SaaS business activities within India. 13.2 For 12 months following departure neither co-founder may solicit any customer, supplier, or employee of the Company. 13.3 Note: Non-compete provisions under Indian contract law are subject to significant enforceability restrictions under Section 27 of the Indian Contract Act 1872. A qualified attorney must advise before execution. 14. FOUNDER DEPARTURE 14.1 Good Leaver Good Leaver events include death, permanent disability, and departure by unanimous written mutual agreement. On a Good Leaver event all Unvested Shares vest pro-rata based on complete months of service and Vested Shares are retained by the departing co-founder. 14.2 Bad Leaver Bad Leaver events include voluntary resignation, removal for gross misconduct, and departure in breach of this agreement. On a Bad Leaver event all Unvested Shares are bought back by the Company at INR 10 par value per share. Vested Shares are subject to a right of first refusal for the remaining co-founder at fair market value determined by an agreed independent valuation. Note: Good leaver and bad leaver mechanisms must comply with Companies Act 2013 buyback provisions and income tax law. A qualified attorney must confirm before execution. 15. TRANSFER RESTRICTIONS 15.1 Both co-founders agree not to transfer any shares during the 24-month lock-up period from June 1 2026 to May 31 2028. 15.2 After the lock-up period any proposed transfer must be offered first to the remaining co-founder then to the Company by written notice stating the proposed price and terms. The right of first refusal must be exercised within 21 days or it lapses. 16. DISSOLUTION 16.1 The Company may only be wound up by unanimous written consent of both co-founders. On dissolution, Company assets will be applied first to settle all liabilities then distributed equally between co-founders after returning any capital contributions. 16.2 Note: Company dissolution must comply with the Companies Act 2013 winding-up provisions. 17. GOVERNING LAW AND DISPUTES 17.1 Laws of Maharashtra India and the Companies Act 2013 govern this agreement. 17.2 Disputes proceed through direct negotiation, then mediation, then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both co-founders must have this agreement reviewed by a qualified Indian startup attorney and tax advisor before signing. Companies Act 2013 share issuance compliance, income tax treatment of founder shares, IP assignment completeness, non- compete enforceability, and founder vesting mechanism compliance must all be confirmed before execution. Arjun Kapoor (Co-Founder and CEO) Signature: ________________ Date: ____________________ Witness: _________________ Priya Sharma (Co-Founder and CTO) Signature: ________________ Date: ____________________ Witness: _________________ -------------------------------------------------- This Co-Founder Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal, financial, tax, or securities advice. Always have this document reviewed by a qualified startup attorney and tax advisor before any co-founder signs or any shares are issued. --------------------------------------------------