-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL, FINANCIAL, OR TAX ADVICE This document is a structured preparation draft only. Income tax treatment of profit share distributions under the Indian Income Tax Act 1961, GST implications under the CGST Act 2017, partnership law characterization under the Indian Partnership Act 1932, and contract enforceability under the Indian Contract Act 1872 must be confirmed with a qualified Indian commercial attorney and tax advisor before this agreement is signed or any distributions are made. -------------------------------------------------- PROFIT SHARING AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: PSA-2026-001 Date of Preparation: June 1 2026 PARTY A: Arjun Kapoor Individual Mumbai Maharashtra India Email: [party A email] PARTY B: Priya Sharma Individual Mumbai Maharashtra India Email: [party B email] 1. RECITALS 1.1 Arjun Kapoor is an individual based in Mumbai Maharashtra India contributing content creation and business development skills to a jointly operated online education content business. 1.2 Priya Sharma is an individual based in Mumbai Maharashtra India contributing marketing and sales capabilities to the same jointly operated online education content business. 1.3 Both parties confirm their mutual intent to document the terms of this profit sharing arrangement through this agreement. 2. DEFINITIONS 2.1 Party A: Arjun Kapoor. 2.2 Party B: Priya Sharma. 2.3 Business Activity: The jointly operated online education content business including course creation, sales, and marketing conducted by both parties. 2.4 Gross Revenue: All revenue received from the Business Activity as described in Section 6. 2.5 Allowable Expenses: All agreed deductible business costs as described in Section 6. 2.6 Net Profit: Gross Revenue less all Allowable Expenses as calculated in Section 6. 2.7 Profit Share Percentage: 60 percent to Arjun Kapoor and 40 percent to Priya Sharma. 2.8 Distribution Period: Each calendar quarter from the Effective Date. 2.9 Distribution Date: Within 7 business days of approval of each quarterly profit report. 2.10 Effective Date: The date on which both parties sign this agreement. 3. NATURE AND SCOPE OF ARRANGEMENT 3.1 This agreement documents a profit sharing arrangement between Arjun Kapoor and Priya Sharma for the purpose of sharing the net profits of their jointly operated online education content business. 3.2 The business activity from which profits are shared includes all revenue generated from online courses, digital content subscriptions, and education products marketed and sold under the jointly operated business. 3.3 Note: This agreement does not automatically create a formal registered partnership. The legal characterization of this arrangement under the Indian Partnership Act 1932 and its income tax implications must be confirmed with a qualified Indian attorney and tax advisor before execution. 4. PROFIT SHARE PERCENTAGES 4.1 Net Profit from the Business Activity will be distributed as follows: Arjun Kapoor: 60 percent of Net Profit. Priya Sharma: 40 percent of Net Profit. 4.2 Total allocation equals 100 percent of Net Profit. 4.3 Profit share percentages may only be changed by written amendment signed by both parties. 5. DEFINITION OF NET PROFIT 5.1 Gross Revenue for the Business Activity includes all amounts received from online course sales, subscription revenue, digital content downloads, and any sponsorship or affiliate income directly connected to the Business Activity. 5.2 Allowable Expenses that may be deducted from Gross Revenue to calculate Net Profit include: 1. Platform and hosting fees directly attributable to the Business Activity. 2. Advertising and marketing costs approved by both parties in writing. 3. Content production costs approved by both parties. 4. Payment processing fees on revenue received. 5. Any other expense approved in writing by both parties before being incurred. 5.3 The following may not be deducted from Gross Revenue without the written consent of both parties: 1. Personal drawings or salaries to either party. 2. Expenses not directly connected to the Business Activity. 3. Capital expenditure without prior written approval. 5.4 Note: The treatment of GST collected on revenue, income tax provisions, and depreciation before calculating distributable Net Profit must be confirmed with a qualified Indian tax advisor. 6. CALCULATION AND DISTRIBUTION PERIODS 6.1 Distribution Periods are each calendar quarter: January to March, April to June, July to September, and October to December. 6.2 Arjun Kapoor will prepare a written quarterly profit report within 21 days of the end of each Distribution Period. 6.3 Priya Sharma will review and approve or raise written objections to the profit report within 10 days of receipt. 6.4 If no written objection is raised within 10 days the report is deemed approved. 6.5 Distributions will be made by NEFT within 7 business days of report approval. 7. PROFIT REPORT REQUIREMENTS 7.1 Each quarterly profit report must contain: 1. Total Gross Revenue for the quarter with itemized sources. 2. All Allowable Expenses with supporting receipts or invoices. 3. Calculated Net Profit. 4. Each party's Profit Share Percentage and calculated Profit Share Payment. 5. Cumulative profit distributions made in the current financial year. 8. AUDIT RIGHTS 8.1 Either party may request an independent audit of the profit calculations up to once per year with at least 10 business days written notice. 8.2 The requesting party bears the cost of the audit unless a material error of more than 5 percent of any quarterly profit calculation is found, in which case the party responsible for the error bears the audit cost and must promptly correct any underpayment with simple interest at 12 percent per annum from the original distribution date. 8.3 Both parties must maintain accurate financial records for 3 years after termination. 9. MANAGEMENT AND OPERATIONAL RESPONSIBILITIES 9.1 Arjun Kapoor is primarily responsible for content creation, product development, and overall business direction. 9.2 Priya Sharma is primarily responsible for marketing, customer acquisition, and sales operations. 9.3 Decisions involving expenditure above INR 25,000 in any single transaction require the written consent of both parties. 10. RESTRICTIONS ON PARTIES 10.1 During the term of this agreement neither party may operate or participate in any competing online education content business without the written consent of the other party. 10.2 Neither party may transfer or assign their profit share entitlement to any third party without the written consent of the other party. 10.3 Each party must devote at least 20 hours per week to the Business Activity. 11. DEFAULT 11.1 A default occurs if: 1. Any profit report is not prepared within 30 days of its due date after formal written demand. 2. Any Profit Share Payment remains unpaid for more than 30 days after formal written demand. 3. Either party materially misrepresents revenue or expenses in any profit report. 4. Either party becomes insolvent or subject to bankruptcy proceedings. 5. Either party operates a competing business in breach of Section 10. 11.2 Upon default the non-defaulting party may demand an immediate audit, terminate this agreement, and claim all accrued distributions. 12. CONFIDENTIALITY 12.1 Both parties agree to keep all confidential information including profit figures, business strategies, and the terms of this agreement confidential for 2 years after termination. 13. TAX NOTE 13.1 Note: Income tax treatment of profit share distributions for each party under the Indian Income Tax Act 1961, GST registration and treatment of revenue under the CGST Act 2017, and the legal characterization of this arrangement under the Indian Partnership Act 1932 must be confirmed with a qualified Indian tax advisor and attorney before execution. 14. TERM AND TERMINATION 14.1 This agreement has an initial term of 12 months from the Effective Date and renews automatically for successive 12-month periods unless terminated. 14.2 Either party may terminate with 60 days written notice. 14.3 Upon termination both parties must complete the final quarterly profit report, pay all outstanding distributions, and retain financial records for 3 years. 15. GOVERNING LAW AND DISPUTES 15.1 Laws of Maharashtra India 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 commercial attorney and tax advisor before signing. Indian Partnership Act 1932 characterization, income tax treatment of profit distributions, and GST implications must be confirmed before execution. Arjun Kapoor (Party A) Signature: ________________ Date: ____________________ Witness: _________________ Priya Sharma (Party B) Signature: ________________ Date: ____________________ Witness: _________________ -------------------------------------------------- This Profit Sharing Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal, financial, or tax advice. Always have this document reviewed by a qualified attorney and tax advisor before any party signs or any distributions are made. --------------------------------------------------