-------------------------------------------------- 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 regulations and the Companies Act 2013 for advisor equity issuance in India, income tax treatment of advisor share grants under the Income Tax Act 1961 including perquisite tax and capital gains tax, Maharashtra Stamp Act stamp duty obligations, enforceability of non-compete provisions under Section 27 of the Indian Contract Act 1872, and the independent contractor classification under Indian employment law must be confirmed with a qualified Indian startup attorney and tax advisor before this agreement is signed or any shares are issued. -------------------------------------------------- STARTUP ADVISORY AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: SAA-2026-001 Date of Preparation: June 1 2026 COMPANY: NovaTech Solutions Pvt Ltd Mumbai Maharashtra India Email: [company email] ADVISOR: Rajesh Mehta Mumbai Maharashtra India Email: [advisor email] 1. RECITALS 1.1 NovaTech Solutions Pvt Ltd is an early- stage B2B SaaS company incorporated in Maharashtra India building a cloud software platform for Indian enterprise customers. 1.2 Rajesh Mehta is an experienced business leader and former CEO of TechCorp India with deep expertise in enterprise sales strategy and go-to-market execution relevant to NovaTech Solutions Pvt Ltd's growth stage. 1.3 Both parties confirm their mutual intent to document this advisory arrangement on the terms set out in this agreement. 2. DEFINITIONS 2.1 Company: NovaTech Solutions Pvt Ltd. 2.2 Advisor: Rajesh Mehta. 2.3 Advisory Services: Enterprise sales strategy, investor introductions, and customer network access as described in Section 5. 2.4 Advisor Shares: 5,000 ordinary shares in NovaTech Solutions Pvt Ltd at INR 10 par value subject to the vesting schedule in Section 8. 2.5 Vesting Commencement Date: June 1 2026. 2.6 Cliff Period: None. Vesting begins immediately from the Vesting Commencement Date. 2.7 Vesting Period: 24 months ending May 31 2028. 2.8 Unvested Shares: Shares not yet vested and subject to clawback. 2.9 Vested Shares: Shares that have vested and are no longer subject to clawback. 2.10 Good Leaver: As described in Section 9.1. 2.11 Bad Leaver: As described in Section 9.2. 2.12 Competing Business: Any business offering B2B SaaS solutions in the same functional category as NovaTech Solutions Pvt Ltd targeting the same customer segments. 2.13 Confidential Information: All non- public information of the Company as described in Section 13. 2.14 Governing Law: Laws of Maharashtra India and the Companies Act 2013. 2.15 Effective Date: June 1 2026. 3. APPOINTMENT AND INDEPENDENT CONTRACTOR 3.1 NovaTech Solutions Pvt Ltd appoints Rajesh Mehta to provide Advisory Services on the terms of this agreement from June 1 2026. 3.2 Rajesh Mehta is engaged as an independent contractor and not as an employee, director, officer, or partner of NovaTech Solutions Pvt Ltd. 3.3 Rajesh Mehta has no authority to bind the Company to any obligation or to represent themselves as an employee or director of the Company. 3.4 Note: The independent contractor classification under Indian employment law and income tax law has significant implications for both parties. A qualified Indian attorney and tax advisor must confirm this classification before execution. 4. ADVISORY SERVICES AND SCOPE 4.1 Rajesh Mehta agrees to provide the following Advisory Services to NovaTech Solutions Pvt Ltd: 1. Strategic advice on enterprise sales approach, pricing strategy, and channel development for the Indian B2B market. 2. Introductions to relevant investors from Rajesh Mehta's professional network where appropriate. 3. Introductions to potential enterprise customers from Rajesh Mehta's professional network where appropriate. 4.2 Advisory Services are provided in good faith and to the best of Rajesh Mehta's professional ability on a best efforts basis only. The Company acknowledges that advisory services do not guarantee any specific outcome. 5. TIME COMMITMENT 5.1 Rajesh Mehta agrees to dedicate approximately 4 hours per month to Advisory Services for NovaTech Solutions Pvt Ltd. 5.2 This includes 2 scheduled calls or meetings per month of approximately one hour each and availability by email for ad-hoc queries with responses within 48 hours. 5.3 The time commitment is an estimate only and may be varied by written mutual agreement. 5.4 Rajesh Mehta is not required to devote exclusive time and attention to the Company and may maintain other professional commitments. 6. ADVISOR EQUITY COMPENSATION 6.1 In consideration for the Advisory Services, NovaTech Solutions Pvt Ltd will issue Rajesh Mehta 5,000 ordinary shares representing 0.5 percent of the Company's total issued share capital at INR 10 par value per share, subject to the vesting schedule in Section 8. 6.2 The advisor equity is the sole compensation for Advisory Services. No cash retainer or hourly fee applies. 6.3 Note: Issuing shares to an advisor in India must comply with the Companies Act 2013. Income tax treatment of the share grant as a perquisite under Section 17(2) of the Income Tax Act 1961, including valuation requirements under Rule 3 of the Income Tax Rules, and Maharashtra Stamp Act stamp duty must be confirmed with a qualified Indian tax advisor before any shares are issued. 7. VESTING SCHEDULE 7.1 Rajesh Mehta's 5,000 Advisor Shares vest on a 24-month monthly schedule with no cliff commencing June 1 2026. 7.2 Approximately 208 to 209 shares vest each month for 24 months. Month 1: July 1 2026 — 208 shares vest — 208 cumulative — 4,792 unvested Month 2: August 1 2026 — 208 shares vest — 416 cumulative — 4,584 unvested Month 3: September 1 2026 — 208 shares vest — 624 cumulative — 4,376 unvested ...continuing monthly... Month 24: May 31 2028 — remaining shares vest — 5,000 cumulative — 0 unvested 7.3 Shares that have vested are Vested Shares and are no longer subject to clawback. 8. GOOD LEAVER AND BAD LEAVER 8.1 Good Leaver Good Leaver events include termination of this agreement by NovaTech Solutions Pvt Ltd without cause, death, or permanent disability. On a Good Leaver event all Unvested Shares vest pro-rata based on complete months of service completed from the Vesting Commencement Date to the termination date. Vested Shares are retained. Note: The pro-rata vesting mechanism and its income tax implications under Indian law must be confirmed with a qualified attorney. 8.2 Bad Leaver Bad Leaver events include voluntary termination by Rajesh Mehta before the end of the 24-month period without cause, termination for material breach of this agreement, and departure in breach of the confidentiality or non- compete obligations. On a Bad Leaver event all Unvested Shares are subject to immediate clawback at INR 10 par value per share. Note: The clawback mechanism must comply with the Companies Act 2013 buyback provisions. A qualified Indian attorney must confirm before execution. 9. CLAWBACK AND BUYBACK 9.1 On a Bad Leaver event NovaTech Solutions Pvt Ltd has the right to buy back all Unvested Shares at INR 10 per share. 9.2 The Company must exercise this clawback right within 30 days of the Bad Leaver event by written notice. 9.3 Rajesh Mehta must transfer Unvested Shares within 14 days of written notice. 10. TRANSFER RESTRICTIONS 10.1 Rajesh Mehta agrees not to transfer any Vested Shares for 12 months from the Vesting Commencement Date until June 1 2027. 10.2 Any proposed transfer after the lock- up must be offered first to the Company and then to existing shareholders by written notice stating the proposed price and terms. The right of first refusal must be exercised within 21 days. 10.3 Note: Transfer restrictions must comply with the Companies Act 2013 and any existing shareholders agreement. 11. INTELLECTUAL PROPERTY ASSIGNMENT 11.1 Rajesh Mehta irrevocably assigns to NovaTech Solutions Pvt Ltd all intellectual property created in connection with Advisory Services including all strategies, business plans, product concepts, and other work product produced during the course of this agreement. 11.2 This assignment is a condition of receiving Advisor Shares. Rajesh Mehta will execute further assignment documents 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 Rajesh Mehta agrees to keep all Confidential Information of NovaTech Solutions Pvt Ltd strictly confidential throughout the term and for 2 years after termination. 12.2 Confidential Information includes financial data, business strategies, product roadmaps, customer lists, investor information, and technical know-how. 12.3 Exceptions: information already publicly available and disclosure required by law. 13. CONFLICT OF INTEREST AND DISCLOSURE 13.1 Rajesh Mehta must promptly disclose in writing to NovaTech Solutions Pvt Ltd any actual or potential conflict of interest arising during the term, including advisory or board roles at any Competing Business and any financial interest in a business that competes with or supplies to the Company. 13.2 The Company may choose to continue or terminate this agreement following conflict disclosure. 14. NON-COMPETE AND NON-SOLICITATION 14.1 During the term and for 12 months post-termination Rajesh Mehta must not directly compete with NovaTech Solutions Pvt Ltd's core B2B SaaS business within India. 14.2 For 12 months post-termination Rajesh Mehta must not solicit any customer, supplier, or employee of the Company. 14.3 Note: Non-compete provisions under Section 27 of the Indian Contract Act 1872 are subject to significant enforceability restrictions in India. A qualified Indian attorney must advise on the enforceability of these provisions before execution. 15. NO PARTNERSHIP OR EMPLOYMENT 15.1 Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between Rajesh Mehta and NovaTech Solutions Pvt Ltd. 15.2 Rajesh Mehta is solely responsible for all income tax, GST if applicable, and any other personal tax obligations arising from this engagement. 15.3 Note: Tax obligations of independent contractor advisors in India must be confirmed with a qualified Indian tax advisor. 16. TERM AND TERMINATION 16.1 This agreement has an initial term of 24 months from June 1 2026 to May 31 2028. 16.2 Either party may terminate for convenience with 30 days written notice. 16.3 Either party may terminate for material breach with 14 days written notice. The breaching party has 14 days to cure the breach before termination takes effect. 16.4 On termination vested and unvested shares are calculated as at the termination date and clawback of unvested shares is processed within 30 days. Confidentiality and IP assignment obligations survive termination. 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 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 treatment, independent contractor classification, non-compete enforceability, and stamp duty obligations must all be confirmed before execution. NovaTech Solutions Pvt Ltd (Company) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ Rajesh Mehta (Advisor) Signature: ________________ Date: ____________________ Witness: _________________ -------------------------------------------------- This Startup Advisory 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. --------------------------------------------------