-------------------------------------------------- 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 vesting compliance, applicable SEBI regulations, income tax treatment of equity vesting events under the Income Tax Act 1961 including perquisite tax on share allotment, Maharashtra Stamp Act stamp duty on share certificates, employment law implications of good leaver and bad leaver provisions, and the enforceability of non-compete obligations under Indian law must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any shares are issued. -------------------------------------------------- EQUITY VESTING AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: EVA-2026-001 Date of Preparation: June 1 2026 COMPANY: SkyTech Innovations Pvt Ltd Mumbai Maharashtra India Email: [company email] INDIVIDUAL: Priya Sharma Co-Founder Mumbai Maharashtra India Email: [individual email] 1. RECITALS 1.1 SkyTech Innovations Pvt Ltd is an early-stage technology company incorporated in Maharashtra India currently building and commercializing its technology platform. 1.2 Priya Sharma is a co-founder of SkyTech Innovations Pvt Ltd and has been granted a 20 percent equity stake comprising 2,00,000 ordinary shares subject to the vesting schedule set out in this agreement. 1.3 Both parties confirm their mutual intent to document the terms on which Priya Sharma's equity stake in SkyTech Innovations Pvt Ltd vests over time through this agreement. 2. DEFINITIONS 2.1 Company: SkyTech Innovations Pvt Ltd. 2.2 Individual: Priya Sharma. 2.3 Shares: 2,00,000 ordinary shares in SkyTech Innovations Pvt Ltd issued to Priya Sharma at INR 10 per share subject to this vesting agreement. 2.4 Vesting Commencement Date: June 1 2026. 2.5 Cliff Period: 12 months from the Vesting Commencement Date. 2.6 Cliff Date: June 1 2027 being the date on which the first tranche of Shares vests. 2.7 Vesting Period: 48 months from the Vesting Commencement Date ending May 31 2030. 2.8 Unvested Shares: Shares that have not yet vested and remain subject to clawback. 2.9 Vested Shares: Shares that have vested and are no longer subject to clawback. 2.10 Good Leaver: Circumstances described in Section 7.1. 2.11 Bad Leaver: Circumstances described in Section 7.2. 2.12 Exit Event: Any acquisition of the Company, merger, or IPO. 2.13 Acceleration Event: An Exit Event combined with termination without cause as described in Section 8. 2.14 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 2.15 Effective Date: June 1 2026. 3. GRANT OF SHARES AND VESTING BASIS 3.1 SkyTech Innovations Pvt Ltd has issued to Priya Sharma 2,00,000 ordinary shares at INR 10 per share representing a 20 percent equity stake in the Company. 3.2 All 2,00,000 Shares are subject to the vesting schedule in Section 5 and to clawback as described in Section 9 until they become Vested Shares. 3.3 Note: The issuance of shares to a co-founder in an Indian private limited company must comply with the Companies Act 2013, applicable SEBI regulations, and any FEMA requirements where relevant. Income tax treatment of share allotment at below fair market value under Section 56(2)(viib) of the Income Tax Act 1961 must also be confirmed with a qualified Indian attorney and tax advisor before any shares are issued. 4. VESTING SCHEDULE 4.1 Priya Sharma's 2,00,000 Shares vest on a 4-year time-based schedule as follows: Cliff: On June 1 2027 being 12 months from the Vesting Commencement Date, 25 percent of Shares vest being 50,000 Shares. Monthly Vesting: From July 1 2027 onwards 4,167 Shares vest each month for the remaining 36 months. Final Vesting: On May 31 2030 all remaining Shares vest and the full 2,00,000 Shares are fully Vested Shares. 4.2 Vesting Milestones: June 1 2027 — Cliff — 50,000 Shares vest — 50,000 cumulative vested — 1,50,000 unvested July 1 2027 — Month 1 post-cliff — 4,167 vest — 54,167 cumulative vested August 1 2027 — Month 2 — 4,167 vest — 58,334 cumulative vested ...continuing monthly... May 31 2030 — Final — remaining shares vest — 2,00,000 cumulative vested — 0 unvested 4.3 Shares that have vested are Vested Shares and are not subject to clawback. 5. MILESTONE-BASED VESTING 5.1 Vesting under this agreement is entirely time-based. No milestone-based vesting applies. 6. GOOD LEAVER AND BAD LEAVER 6.1 Good Leaver A Good Leaver event occurs if Priya Sharma ceases to be employed by or provide services to SkyTech Innovations Pvt Ltd due to: 1. Death. 2. Serious illness or permanent disability preventing continued service. 3. Termination by the Company without cause. On a Good Leaver event all Unvested Shares vest pro-rata based on the number of complete months of service completed from the Vesting Commencement Date to the Good Leaver date relative to the full 48-month Vesting Period. Note: The pro-rata vesting mechanism and its income tax implications under Indian law must be confirmed with a qualified attorney and tax advisor. 6.2 Bad Leaver A Bad Leaver event occurs if Priya Sharma: 1. Voluntarily resigns before the Cliff Date of June 1 2027. 2. Is terminated for cause including gross misconduct, fraud, or material breach of her obligations. 3. Departs in breach of the non-compete obligation in Section 14. On a Bad Leaver event all Unvested Shares are immediately subject to clawback by the Company at INR 10 per share being par value. Note: Good leaver and bad leaver provisions have significant employment law implications under applicable Indian employment legislation and tax implications under the Income Tax Act 1961. A qualified attorney must confirm the appropriate legal mechanism before execution. 7. ACCELERATION 7.1 Double Trigger Acceleration applies under this agreement. 7.2 Full acceleration of all Unvested Shares occurs only if both of the following conditions are satisfied: Condition 1 — Exit Event: SkyTech Innovations Pvt Ltd is subject to an acquisition, merger, or IPO. Condition 2 — Involuntary Termination: Priya Sharma is terminated without cause or constructively dismissed within 12 months following the Exit Event. 7.3 If both conditions are satisfied all remaining Unvested Shares vest immediately on the date of termination. 7.4 If only an Exit Event occurs without the termination condition being met, no acceleration applies and the vesting schedule continues. 7.5 Note: Double trigger acceleration and its tax and securities law implications under Companies Act 2013 and Income Tax Act 1961 must be confirmed with a qualified Indian startup attorney and tax advisor. 8. CLAWBACK 8.1 On a Bad Leaver event SkyTech Innovations Pvt Ltd has the right to buy back all Unvested Shares from Priya Sharma at INR 10 per share being the original par value issue price. 8.2 The Company must exercise this clawback right within 30 days of the Bad Leaver event by giving written notice to Priya Sharma. 8.3 Priya Sharma must transfer the Unvested Shares within 14 days of receiving written notice of clawback. 8.4 Note: The compulsory buyback mechanism must comply with the Companies Act 2013 buyback provisions and any applicable SEBI regulations. Income tax implications of a buyback at par value must be confirmed with a qualified attorney and tax advisor. 9. LOCK-UP PERIOD 9.1 Priya Sharma agrees not to transfer, sell, pledge, or encumber any Vested Shares for a period of 24 months from the Vesting Commencement Date being until June 1 2028. 9.2 Exceptions to the lock-up require the prior written approval of the Company's board. 9.3 Note: Lock-up provisions must comply with the Companies Act 2013 and any applicable SEBI guidelines for private company share transfers. 10. RIGHT OF FIRST REFUSAL 10.1 After the lock-up period Priya Sharma must give SkyTech Innovations Pvt Ltd written notice before transferring any Vested Shares, stating the proposed transferee, price, and terms. 10.2 SkyTech Innovations Pvt Ltd has 21 days to exercise its right of first refusal to purchase the Shares at the proposed price. 10.3 If the Company waives this right Priya Sharma may transfer to the proposed transferee on the same terms within 30 days. 10.4 Note: Right of first refusal provisions must be reflected in the Company's Articles of Association and comply with the Companies Act 2013. 11. DRAG-ALONG AND TAG-ALONG 11.1 Drag-Along: If shareholders holding more than 75 percent of SkyTech Innovations Pvt Ltd approve an Exit Event, Priya Sharma must sell her Vested Shares on the same terms and at the same price. 11.2 Tag-Along: If any shareholder proposes to sell more than 25 percent of the Company's shares, Priya Sharma has the right to participate in the sale pro-rata to her holding on the same terms. 11.3 Note: Drag-along and tag-along provisions must be incorporated into the Company's Articles of Association or a shareholders agreement under the Companies Act 2013. A qualified attorney must confirm the appropriate mechanism. 12. IP ASSIGNMENT 12.1 Priya Sharma irrevocably assigns to SkyTech Innovations Pvt Ltd all intellectual property created by her in connection with the Company's business now or at any time during her service. 12.2 Priya Sharma will execute any further documents required to perfect this assignment within 14 days of request. 13. NON-COMPETE AND NON-SOLICITATION 13.1 For 12 months following the end of her service Priya Sharma must not directly compete with SkyTech Innovations Pvt Ltd's core business activities within India. 13.2 For 12 months following departure Priya Sharma must not solicit any customer, supplier, or employee of the Company. 13.3 Note: Non-compete obligations are subject to significant enforceability restrictions under Indian contract law. A qualified Indian attorney must confirm whether and to what extent these provisions are enforceable before execution. 14. TAX NOTE 14.1 Note: Income tax treatment of the share issuance as a perquisite under Section 17(2) of the Income Tax Act 1961, capital gains tax on any future sale of Vested Shares, stamp duty under the Maharashtra Stamp Act, and any Indian equivalent of an 83(b) election timing must be confirmed with a qualified Indian tax advisor before execution and before each vesting event. 15. GOVERNING LAW AND DISPUTES 15.1 Laws of Maharashtra India and the Companies Act 2013 govern this agreement. 15.2 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. Companies Act 2013 share issuance compliance, perquisite tax implications, SEBI regulatory requirements, stamp duty, and non-compete enforceability must all be confirmed before execution. SkyTech Innovations Pvt Ltd (Company) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ Priya Sharma (Individual) Signature: ________________ Date: ____________________ Witness: _________________ -------------------------------------------------- This Equity Vesting 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 either party signs or any shares are issued. --------------------------------------------------