-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, TAX, OR SECURITIES ADVICE This document is a structured preparation draft only. Securities law compliance under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and the Companies Act 2013 for ESOP grants in India, income tax treatment of the option grant as a perquisite under Section 17(2) of the Income Tax Act 1961 at the time of exercise, capital gains tax on the subsequent sale of shares, Maharashtra Stamp Act stamp duty on option documents, and valuation methodology compliance must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any options are granted. -------------------------------------------------- EMPLOYEE STOCK OPTION AGREEMENT — DRAFT FOR ATTORNEY REVIEW Grant Reference: ESOP-2026-001 Grant Date: June 1 2026 COMPANY: NovaTech Solutions Pvt Ltd Mumbai Maharashtra India Email: [company email] EMPLOYEE: Vikram Singh Head of Engineering Mumbai Maharashtra India Email: [employee email] 1. RECITALS 1.1 NovaTech Solutions Pvt Ltd is an early- stage B2B SaaS company incorporated in Maharashtra India that has established the NovaTech ESOP Plan 2026 to grant equity incentives to key employees. 1.2 Vikram Singh is employed by NovaTech Solutions Pvt Ltd as Head of Engineering and has been selected to receive a stock option grant as a key employee. 1.3 The Company confirms its intent to grant stock options to Vikram Singh on the terms of this agreement and the NovaTech ESOP Plan 2026. 2. DEFINITIONS 2.1 Company: NovaTech Solutions Pvt Ltd. 2.2 Employee: Vikram Singh. 2.3 Option: The right to purchase one ordinary share in NovaTech Solutions Pvt Ltd at the Exercise Price on the terms of this agreement. 2.4 Option Shares: 10,000 ordinary shares underlying the options granted under this agreement. 2.5 Exercise Price: INR 50 per option share being the fair market value at the Grant Date. 2.6 Grant Date: June 1 2026. 2.7 Vesting Commencement Date: June 1 2026. 2.8 Cliff Date: June 1 2027 being 12 months from the Vesting Commencement Date. 2.9 Vesting Period: 48 months ending May 31 2030. 2.10 Unvested Options: Options not yet vested and subject to lapse. 2.11 Vested Options: Options that have vested and may be exercised. 2.12 Exercise Window: The period within which Vested Options may be exercised as described in Section 8. 2.13 Good Leaver: As described in Section 9.1. 2.14 Bad Leaver: As described in Section 9.2. 2.15 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 2.16 Effective Date: June 1 2026. 3. GRANT OF OPTIONS 3.1 NovaTech Solutions Pvt Ltd grants Vikram Singh the right to purchase 10,000 ordinary shares at INR 50 per share on the terms of this agreement and the NovaTech ESOP Plan 2026. 3.2 The options are granted as of June 1 2026. 3.3 Note: The grant of employee stock options in India must comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and the Companies Act 2013. A qualified Indian startup attorney must confirm the applicable regulatory framework before any options are granted. 4. OPTION TYPE AND TAX CLASSIFICATION 4.1 These options are granted as employee stock options under the NovaTech ESOP Plan 2026 in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021. 4.2 In plain language: Vikram Singh does not own any shares today. He has the right to buy 10,000 shares at INR 50 each at a future date subject to vesting. If the share value grows above INR 50, the options become increasingly valuable. 4.3 Note: Under the Indian Income Tax Act 1961 the difference between the fair market value of shares on the date of exercise and the Exercise Price is treated as a perquisite and is subject to income tax in the hands of Vikram Singh in the year of exercise. Vikram Singh must obtain independent tax advice from a qualified Indian tax advisor before exercising any options. 5. EXERCISE PRICE AND VALUATION 5.1 The Exercise Price is INR 50 per option share being the fair market value of one ordinary share in NovaTech Solutions Pvt Ltd as at the Grant Date of June 1 2026. 5.2 The fair market value was determined by the board of NovaTech Solutions Pvt Ltd in accordance with the methodology prescribed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021. 5.3 Note: The valuation methodology for ESOP exercise price purposes under SEBI regulations and Rule 3 of the Income Tax Rules must be confirmed with a qualified attorney and tax advisor before the grant is made. 6. VESTING SCHEDULE 6.1 Vikram Singh's 10,000 options vest on a 4-year schedule as follows: Cliff: June 1 2027 — 2,500 options vest being 25 percent of total grant. Monthly: July 1 2027 onwards — 208 to 209 options vest each month for 36 months. Final: May 31 2030 — all remaining options vest. 6.2 Vesting Table: June 1 2027 — Cliff — 2,500 vest — 2,500 cumulative — 7,500 unvested July 1 2027 — 208 vest — 2,708 cumulative — 7,292 unvested August 1 2027 — 208 vest — 2,916 cumulative — 7,084 unvested ...continuing monthly... May 31 2030 — remaining vest — 10,000 cumulative — 0 unvested 6.3 Options that have vested are Vested Options and may be exercised during the Exercise Window. 7. EXERCISE WINDOW 7.1 Vikram Singh may exercise Vested Options at any time from the first Cliff Date of June 1 2027 until the option expiry date of May 31 2036 being 10 years from the Grant Date. 7.2 Post-termination exercise windows are described in Sections 9 and 10. 7.3 Options not exercised within the applicable window lapse and become worthless. 7.4 Note: The 10-year option expiry period and its income tax and capital gains tax implications must be confirmed with a qualified Indian tax advisor. 8. GOOD LEAVER AND BAD LEAVER 8.1 Good Leaver Good Leaver events include termination without cause, redundancy, death, serious illness, and permanent disability. On a Good Leaver event: 1. All Unvested Options vest pro-rata based on completed months of service from the Vesting Commencement Date. 2. All Vested Options including pro- rata vested options must be exercised within 12 months of the Termination Date or they lapse. Note: Good Leaver provisions and their income tax implications must be confirmed with a qualified Indian attorney and tax advisor. 8.2 Bad Leaver Bad Leaver events include voluntary resignation, summary dismissal for cause, and departure in breach of employment obligations. On a Bad Leaver event: 1. All Unvested Options lapse immediately on the Termination Date. 2. All Vested Options must be exercised within 90 days of the Termination Date or they lapse. Note: The 90-day post-termination exercise window and its income tax implications must be confirmed with a qualified Indian tax advisor. 9. POST-TERMINATION EXERCISE PERIODS Good Leaver departure: 12 months to exercise all Vested Options. Bad Leaver departure: 90 days to exercise Vested Options only. Death of Employee: 12 months for legal representatives to exercise all Vested Options. Option expiry if unexercised: May 31 2036. 10. HOW TO EXERCISE OPTIONS 10.1 To exercise Vested Options Vikram Singh must deliver a written Exercise Notice to NovaTech Solutions Pvt Ltd stating the number of options being exercised and enclosing payment of the aggregate Exercise Price being the number of options exercised multiplied by INR 50. 10.2 Payment of the Exercise Price must be made by NEFT bank transfer to the Company's nominated account. 10.3 NovaTech Solutions Pvt Ltd will issue the Option Shares within 21 days of receiving a valid Exercise Notice and full payment. 10.4 Vikram Singh may be required to sign a deed of adherence to the Company's shareholders agreement before shares are issued. 11. RESTRICTIONS ON OPTIONS AND SHARES 11.1 The options granted under this agreement are personal to Vikram Singh and may not be transferred, assigned, pledged, or disposed of. 11.2 Shares received on exercise are subject to a 12-month lock-up from the exercise date during which they may not be transferred. 11.3 After the lock-up period any proposed transfer of shares is subject to a right of first refusal in favor of the Company and then existing shareholders at the proposed transfer price. The right of first refusal must be exercised within 21 days. 12. ACCELERATION ON EXIT EVENT 12.1 On an Exit Event being any acquisition of or IPO by NovaTech Solutions Pvt Ltd, 50 percent of all Unvested Options held by Vikram Singh at that time vest immediately. 12.2 Note: Acceleration provisions and their income tax implications under Indian law must be confirmed with a qualified attorney and tax advisor. 13. EMPLOYEE TAX OBLIGATIONS 13.1 Vikram Singh is solely responsible for all income tax, perquisite tax, capital gains tax, and any other tax obligations arising from the grant, vesting, exercise, and sale of shares under this agreement. 13.2 The Company may be required to withhold tax under the Tax Deducted at Source provisions of the Income Tax Act 1961 at the time of exercise and Vikram Singh must provide the Company with sufficient funds to meet any TDS obligation. 13.3 Note: Income tax on the perquisite value at exercise, capital gains tax on the subsequent sale of shares, and TDS obligations must be confirmed with a qualified Indian tax advisor before any options are exercised. 14. GOVERNING LAW AND DISPUTES 14.1 Laws of Maharashtra India and the Companies Act 2013 govern this agreement. 14.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian startup attorney and tax advisor before signing. SEBI ESOP regulations compliance, Companies Act 2013 share issuance compliance, perquisite tax treatment at exercise, TDS obligations, and capital gains tax on share disposal must all be confirmed before any options are granted. NovaTech Solutions Pvt Ltd (Company) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ Vikram Singh (Employee) Signature: ________________ Date: ____________________ Witness: _________________ -------------------------------------------------- This Employee Stock Option 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 attorney and tax advisor before either party signs or any options are granted. --------------------------------------------------