AGREEMENT FOR EDUCATIONAL SERVICES TO STARTUPS

This Agreement for Educational Services to Startups (“Agreement”) is executed at ________ on

this _____ day of _______________ and is applicable with effect from ______________

(“Effective Date”)

BETWEEN:

MOBME WIRELESS SOLUTIONS LIMITED, an unlisted public company incorporated under the

aegis of the Companies Act, 1956, having its registered office at 41/3197, Fourth Floor,

Bhageeratha Square, Near Town Hall, Kacherippady, Cochin – 682018 (hereinafter referred to

as “Service Provider” which expression shall, unless repugnant to the context or meaning

thereof, mean and include its successors and assigns) of the First Part;

AND

M/s _______________________________, a partnership firm / limited liability partnership

registered under the Indian Partnership Act, 1932 at present carrying on the business of [ insert

main / current business of the partnership] and having its registered office at

_________________________________ represented herein by its Partner: Mr. / Ms.

_____________________, aged ___ yrs., son / wife / daughter of ______________________,

residing at _____________________ (hereinafter referred to as the “Startup”, which

expression shall, unless repugnant to the context or meaning thereof, mean and include its

successors and assigns) of the Second Part;

AND

Mr. / Ms. ____________ ____________________, aged _______ yrs., son / wife / daughter of

_____________________, residing at ____________________________ (hereinafter referred

to as a “Founder 1”, which expression shall, unless repugnant to the context or meaning

thereof, mean and include his/her successors and assigns) of the Third Part. 1

AND

Mr. / Ms. ____________ ____________________, aged _______ yrs., son / wife / daughter of

_____________________, residing at ____________________________1 (hereinafter referred

to as a “Founder 2”, which expression shall, unless repugnant to the context or meaning

thereof, mean and include his/her successors and assigns) of the Fourth Part.

Founder 1 and Founder 2 shall hereinafter be collectively referred to as the “Founders” and

individually as the “Founder”. It is hereby clarified that the Founders are executing this

Agreement not only in their capacity as a Partner/promoter of the Startup, but in their

individual capacity as well.

The Service Provider, the Startup and each of the Founders are hereinafter individually referred

to as “Party” and collectively as “Parties”.

WHEREAS:

A. The Service Provider is inter alia engaged in the business of providing educational

services to technology start-ups aimed to help grow their business.

B. The Startup being a technology Startup desirous of availing the Services (as defined

hereinafter in Section 1.1 (s) of this Agreement) to help it develop a commercially viable

business involving [details of the proposed business to be described here] (“Business”)

has applied to the Service Provider to provide the same.

C. Having selected the Startup from a list of applicants interested in availing the Services,

the Service Provider has agreed to provide the Services to the Startup and accordingly,

the Parties have agreed to enter into this Agreement for recording the terms on which

the said Services will be provided and availed, the consideration payable for the same

and other terms and conditions incidental and ancillary to the said purpose.

1 Insert names and details of all the Partners and have all of them sign the Agreement.2

NOW THEREFORE, for and in consideration of the foregoing, and the representations,

warranties, and conditions set forth below, the Parties hereto, intending to be legally bound,

hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definition

In this Agreement, including in the Recitals, and unless the context requires otherwise, the

following words and expressions shall have the following meanings:

(a) “Agreement” means this Agreement together with its Schedules, as the same may be

amended, modified and/or supplemented from time to time in writing in accordance

with the terms and conditions hereof;

(b) “Authorized Representative” means any person duly authorized as such by each

Party for any purpose in connection with this Agreement;

(c) “Business” shall have the meaning ascribed to it in Recital B of this Agreement;

(d) “Company” shall mean the company incorporated by the Startup pursuant to Section

4.1 of this Agreement. For the avoidance of doubt, all references to the “Startup” in

this Agreement shall also mean and include a reference to the Company after the

Company signs a deed of adherence in accordance with Section 4.2 below;

(e) “Cost to Company” refers to the total expenses incurred by a company on a given

employee in a year;

(f) “Founders” shall have the meaning as defined in the Description of Parties. For the

avoidance of doubt, all references to a “Founder” or “Founders” in this Agreement

shall mean and include a reference to the said individual (i) as a Partner of the Startup,

and (ii) as a shareholder, promoter, director and/or employee of the Company after

the Company has been incorporated and signs a deed of adherence in accordance

with Section 4.2 below.

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(g) “Fully Diluted Basis” means the calculation of the value of the Startup on the

assumption that all outstanding convertible securities, stock options and outstanding

commitments by the Startup to issue equity shares at a future date, whether or not

due to the occurrence of an event or otherwise, have been so converted, exercised or

exchanged (or issued, as the case may be) and Fully Diluted shall be interpreted

accordingly;

(h) “Gross Contract Revenue” means the total sale price and/or license fees and/or

consideration paid and/or to be payable to the Startup by its Potential Customers;

(i) “Government” shall include the President of India, the Government of India, the

Governor and the Government of any State in India, any Ministry or Department of

the same and any local or other authority exercising powers conferred by Law;

(j) “Key Employees” means the Founders and other promoters and employees of the

Startup as set out in Schedule B hereto and shall include those who join the Startup

after the execution of this Agreement and is identifiable as a Key Employee in the

Service Provider’s sole opinion;

(k) “Law” includes all statutes, enactments, Acts of Legislature or Parliament, laws,

ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions,

directives and orders of any Government, Statutory Authority, Tribunal, Board, Court

or recognized Stock Exchange and if applicable, international treaties and regulations

as amended from time to time;

(l) “Losses” includes all losses, claims, costs, and damages (whether direct, indirect,

general, special, absolute, accrued, conditional or otherwise and whether or not

resulting from third party claims), including interests and penalties with respect

thereto and out-of-pocket expenses, including reasonable attorneys' and accountants'

fees and disbursements;

(m) “Monitoring Committee” shall have the meaning ascribed to it in Section 5;

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(n) “Potential Acquirer” shall mean any person/entity introduced to the Startup by the

Service Provider for a potential acquisition in terms of Section 3.1 (d) or Section 3.7

and shall also include Potential Customers, Potential Employer and Potential Investors.

(o) “Potential Customers” are those customers introduced / referred by the Service

Provider to the Startup who may be interested to buy and avail Startup’s products and

services;

(p) “Potential Employer” means an employer referred to in Section 3.6 to whom a

Founder of the Startup is introduced by the Service Provider;

(q) “Potential Investors” are those investors and/or financiers introduced / referred by

the Service Providers to the Startup who may be interested to invest in the Startup

and/or provide financial assistance to the Startup.;

(r) “Pre-money Valuation” means the value of the Startup arrived at immediately prior

to the infusion of any investment into the Startup by Potential Investors by calculating

the same on a Fully Diluted Basis;

(s) “Services” means the educational services being provided/to be provided by the

Service Provider to the Startup and/or the Founders (or any of them) on a best efforts

basis as set forth in Section 2 hereunder and more fully set out in Schedule A of this

Agreement;

(t) “Shareholders Agreement” shall refer to the shareholders agreement to be entered

into by all the shareholders of the Startup with the Service Provider (or its nominees).

2 SCOPE OF SERVICES

2.1 For the due consideration payable by the Startup as set forth in Section 3 of this Agreement,

the Service Provider shall provide on a best efforts basis the services for the period of the

Agreement as set out in Section 6.1 to (i) help the Startup grow and develop its Business

and (ii) to help the Founders (in their individual capacity) get employment or get ‘acqui-

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hired’, as more fully set out in Schedule A of this Agreement (hereinafter collectively

referred to as the “Services”).

2.2 If the Startup has been availing any services from the Service Provider prior to the Effective

Date of this Agreement and is executing this Agreement to avail the Services under this

Agreement, then the following conditions shall also apply:

(a) There shall not be any refund of any payments, if any, made by the Startup prior

to the Effective Date; and

(b) All agreements, if any, entered into between the Startup and the Service

Provider shall stand terminated and inoperative as of the Effective Date of this

Agreement.

3 CONSIDERATION

A. Consideration payable by the Startup for Services rendered to the Startup

3.1 As consideration for the Services provided by the Service Provider as per this Agreement,

the Startup shall pay and provide the Service Provider with the following:

a) If the Startup generates revenues from Potential Customers, the Startup agrees

to pay to the Service Provider, a payment of Five percent (5%) of the Gross

Contract Revenue generated from each Potential Customer for the first Three (3)

years from the date of first sale and/or license of products and/or rendering of

services to the Potential Customers. Such amounts shall be payable by the

Startup to the Service Provider within Twenty (20) days from the date of receipt

of any amounts / consideration whatsoever by the Startup (or its nominees)

from any Potential Customer.

b) (i) In the event of any investment whatsoever by any Potential Investor into

the Company incorporated by the Startup at any time after the Effective Date

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hereof, the Service Provider shall have the right, at their sole and absolute

discretion, to co-invest along with such Potential Investors up to a maximum of

Thirty percent (30%) of the total investment proposed to be raised by the Startup

from such Potential Investors at the given point of time till the Startup reaches a

Pre-money Valuation of INR Sixty Crores (INR 60,00,00,000/-) or US Dollars Ten

million (US$ 10,000,000). In the event of such co-investment into the Company

by the Service Provider, the Startup shall ensure that the Service Provider is

provided with rights similar to those provided to the Potential Investors

proportionate to the Service Provider’s shareholding in the Company including

but not limited to the rights set out in Section 4.1 hereunder.

(ii) The price at which the Service Provider shall be allotted and issued equity

shares (or such other securities as are proposed to be allotted and issued to the

other Potential Investors for their investment) for the investment by the Service

Provider shall be calculated based on a discount of Thirty percent (30%) of the

Pre-money Valuation, i.e. the price at which the Service Provider shall be issued

and allotted equity shares (or such other securities) shall be at a Thirty percent

(30%) discount to the price per share / other security at which such shares /

other securities are to be allotted and issued to the Potential Investors. The

Service Provider shall have the absolute right to transfer / assign / novate in

whole (or in part), and in one or multiple stages, their right to investment in the

Company and/or the shares / other securities that may be held by them in the

Company from time to time to any other persons or entities as they deem

appropriate and the Startup shall do all the necessary corporate actions to

facilitate and perfect the issue / transfer of such shares / other securities to such

nominee(s) of the Service Provider.

(iii) Where the Startup incorporates a new entity outside India for similar

product/ideas or correlated activities of the Business or to raise funding for the 7

development of products or its Business as contemplated under this Agreement,

the Service Provider shall at their discretion have the right to co-invest, as

mentioned above, as they deem fit in such entities outside India by themselves /

through their nominee(s). The terms and conditions in relation to the Service

Provider’s (and/or their nominees’) shareholding in the Startup shall be as set

forth in a Shareholders Agreement as contemplated in Section 4.1 hereunder.

(iv) The Service Providers will have this right to co-invest at a discount, for

only one (1) round of investment proposed to be raised by the Startup. The

Service Providers will have the right to invest in future rounds of investment

proposed to be raised by the Startup in proportion to its shareholding should it

desire to do so, but without a discount.

c) If the Startup receives any funding in any manner, by way of equity, debt,

convertible debt, grants, financial discounts, etc., from any such Potential

Investors introduced by the Service Providers, the Startup agrees to pay the

Service Provider an arranger’s fee of Two-and-a-half percent (2.5%) of the total

funding received by the Startup from such Potential Investors. Such amounts

shall be payable by the Startup to the Service Provider within Twenty (20) days

from the date of receipt of any such funds / financial benefits whatsoever by the

Startup from the Potential Investor.

d) In the event that the Business, assets, Key Employees and/or the intellectual

property rights of the Startup are wholly / partly sold, transferred or surrendered

to any Potential Acquirer and/or the Key Employees of the Company take up

employment / engagement with any Potential Acquirer and the Startup receives

any consideration whatsoever in cash / kind as mentioned above in connection

with such sale, transfer or surrender and/or the mass resignation and/or

movement of the Key Employees to employment / engagement with another

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Potential Acquirer, the Startup agrees to pay the Service Provider Twenty

percent (20%) of the aggregate value of all consideration whatsoever (including

but not limited to cash, securities, options any other properties and assets

whatsoever) received (or to be received over a period of time) by the Startup.

Such amounts shall be payable by the Startup to the Service Provider within

Twenty (20) days from the date of receipt of any such funds / financial benefits /

consideration whatsoever in kind by the Startup from the Potential Acquirer.

3.2 If and when the Startup reaches/crosses a valuation of INR Sixty Crores (INR

60,00,00,000/-) or US Dollars Ten million (US$ 10,000,000), and it raises further

investment, the Service Provider shall also have the right to invest in the Startup in

proportion to its shareholding at the time of such investment should it desire to do so.

3.3 The Startup undertakes to keep the Service Provider informed in writing every time it

proposes to bring in further investment or funds in the Startup either from the existing

shareholders or from third party investors at any time after the Effective Date at least

Fifteen (15) days before it enters into negotiations to raise such investments / funds. The

Startup shall also notify the Service Provider within Ten (10) days of entering into any

sale / supply / license / services agreement with any Potential Customers.

3.4 The Service Provider (or their affiliates or nominees) shall also be entitled at their

discretion to charge the Startup, fees and expenses on a monthly basis (or such other

periodic basis as decided by the Service Provider) for arranging and organizing training,

mentoring and other educational activities conducted for the benefit of the Startup. All

such fees shall be notified to the Startup in writing and amounts as invoiced by the Service

Provider (or their affiliates or nominees) towards the said fees shall be payable by the

Startup within Ten (10) days of the date of the relevant invoice / bill, time being of the

essence.

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3.5 For the avoidance of doubt, it is hereby agreed and confirmed by the Startup that the

Services offered by the Service Provider under this Agreement and introduction of

Potential Customers and Potential Investors to the Startup under this Agreement,

irrespective of the contingency of termination of this Agreement during its term as set out

in Section 6.1 constitute adequate consideration for the revenue sharing to be paid as per

Section 3.1(a), the discounted price at which shares / other securities are to be allotted

and issued to the Service Provider by the Startup as per Section 3.1(b), the arranger’s fee

to be paid as per Section 3.1(c), the amounts to be paid as per Section 3.1(d) and the fees

and expenses to be paid / reimbursed in accordance with Section 3.4. The Startup agrees

to make prompt payment of the amounts mentioned in Section 3.1 (a), 3.1(c), 3.1(d) and

Section 3.4 above, time being of the essence.

B. Consideration for Services rendered to the Founders in their individual capacity

3.6 Job Referral

The Service Provider may from time to time introduce a Founder to potential employers

(“Potential Employer”). If a Founder receives and accepts an offer of employment from

a Potential Employer, the Founder agrees to pay the Service Provider an amount equal

to Ten percent (10%) of the Founder’s annual salary on a Cost to Company basis for

his/her first year of employment within Fifteen (15) days from the date of first salary

disbursal by such Potential Employer, time being of the essence. For the avoidance of

doubt, it is hereby agreed and confirmed by the Founders that the services provided by

the Service Provider in introducing the Founders (or any of them) to the Potential

Employer thereby assisting the Founder in obtaining employment constitutes adequate

consideration for the amounts payable by the Founder in accordance with this Section

3.6.

3.7 Acquisition of the Startup or Acquihire of Key Employees

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In consideration of the Services provided by the Service Provider to the Founders and

the Startup in accordance with this Agreement, each of the Founders agree to pay the

Service Provider Twenty percent (20%) of the aggregate value of all cash bonuses

(including sign-on bonuses and retention / staggered bonuses) and all other

consideration whatsoever (including but not limited to cash, securities, options any

other properties and assets whatsoever) received (or to be received over a period of

time) by the Founder in the following events:

a) If the Startup is acquired wholly / partly by a Potential Acquirer and the Founder

receives any such consideration as mentioned above paid / payable in cash /

kind for either (a) purchase of shares and other securities or the stake held by

the Founder in the Startup and/or (b) otherwise in connection with /

consideration for such acquisition; or

b) If the business, assets, Key Employees and/or the intellectual property rights of

the Startup are wholly / partly sold, transferred or surrendered to any Potential

Acquirer and/or the Key Employees of the Startup take up employment /

engagement with any one other person / entity and the Founder receives any

consideration whatsoever in cash / kind as mentioned above in connection such

sale, transfer or surrender and/or the mass resignation and/or movement of the

Key Employees to employment / engagement with a Potential Acquirer.

3.8 It is acknowledged and confirmed by the Founders that the Services provided by the

Service Provider as per this Agreement, which will benefit the Founders and Key

Employees as well, constitutes adequate consideration for the amounts payable by the

Founders to the Service Provider in terms of Section 3.7 above. The amounts referred to

in Section 3.7 above shall be payable by the Founder within Fifteen (15) days of the

Startup / Founder agreeing to any of the events referred to in Section 3.7 above or the

occurrence of the said events, whichever is earlier.

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3.9 For the avoidance of doubt, it is clarified that Section 3.6 and Section 3.7 are intended to

be mutually exclusive. Therefore, if any Founder makes any payment to the Service

Provider under Section 3.7 on account of taking up employment under any of the

scenarios prescribed in Section 3.7, then in order to avoid any double payment by the

said Founder, he/she will be excluded from making any payment under Section 3.6.

4 COVENANTS

A. Covenants of the Startup

4.1 The Startup undertakes to incorporate itself as a Company under the Companies Act,

2013 and transfer the Business and all assets of the Startup to the Company. In the

event of any proposed investment by the Service Provider pursuant to Section 3.1

above, the Parties agree to enter into a Shareholders Agreement along with the

Potential Investors and all other shareholders of the Startup prior to such investment by

the Service Provider in the Startup. The aforesaid Shareholders Agreement, which shall

be congruous with this Agreement and the interests of the Service Provider and in a

form and manner acceptable to the Service Provider, shall mandatorily incorporate the

following:

a) Tag along rights: In the event of sale of shares in the Startup by the shareholders to

third parties, and if so requested by the Service Provider/ its nominee(s), the selling

parties shall ensure that the acquiring third parties also acquire the shares held by the

Service Provider/ its nominee(s) on the same proportional conditions as the selling

parties as a pre-condition to any such sale by the shareholders. The Parties agree that

the valuation of shares regarding the aforesaid transaction shall not be prejudicial and

detrimental to the reasonable commercial interests of the Service Provider. In the

event of such proposed sale of shares in the Startup by the shareholders to third

parties, if the Service Provider is of the opinion that the price at which shares are

being offered to the third party is lower than the fair value of the shares, the Service 12

Provider will have the right of first refusal to purchase the shares being offered to the

third party at the price at which the shares are being offered to the third party.

b) Drag along rights: In the event of collective exit to an independent third party, the

majority shareholder may require the other shareholders to mandatorily sell their

shares to the said independent third party. The sale of shares shall be on the same

proportional conditions for each shareholder as all other shareholders. The Parties

agree that the valuation of shares regarding the aforesaid transaction shall not be

prejudicial and detrimental to the reasonable commercial interests of the Service

Provider.

c) Anti-dilution clause: The shareholding percentage held by the Service Provider in the

Startup shall not be diluted till the Startup, as valued by an independent auditor

satisfactory to the Service Provider, reaches a Pre-money Valuation of US Dollars that

is higher than the valuation at which the Service Provider has invested in the Startup,

up to a maximum Pre-money Valuation of USD 10 Million Dollars, except unless the

Service Provider decides not to invest along with the Potential Investors in terms of

Section 3.1 above.

4.2 The Startup shall, upon incorporation of the Company and within a period of Fifteen

(15) days from the date of incorporation of the Company, ensure that the Company

completes the following:- (a) signs a deed of adherence to this Agreement in a form

and manner satisfactory to the Service Provider agreeing to abide by all of the

confirmations and obligations of the Startup and Company as mentioned in this

Agreement; and (b) furnishes to the Service Provider a certified true copy of

resolutions passed by the Board of Directors and the shareholders of the Startup /

Company ratifying the consideration payable / to be provided as mentioned in Section

3.1 and 3.4 as being reasonable and appropriate consideration for the Services

provided by the Service Provider.

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4.3 The Startup shall not transfer, assign, license, sub license or enter into any

arrangement whatsoever and shall not deal with their interests or rights in the Services

with any person/s or institutions in any manner whatsoever without the previous

written permission and consent of the Service Provider. If, in case any such permission

is once granted, the same shall be by a separate agreement as per the terms decided

by the Service Provider.

4.4 The Startup shall inform Service Provider in writing of any proposed change in the

corporate structure of the Startup and/or any proposed investment in the Startup at

least Thirty (30) days prior to such proposed change / investment.

4.5 If the Service Provider has invested in the Company and as long as the Service Provider

holds shares in the Company, the Startup shall not, without the approval of the Service

Provider, undertake or permit the following the actions:

(a) undertake or permit any merger, consolidation, scheme of arrangement or

compromise with its creditors or shareholders or effect any scheme of

amalgamation or reconstitution.;

(b) revalue its assets any time during the term of this Agreement; and

(c) transfer, assign, dispose of, pledge, charge, hypothecate, mortgage or create any

lien or in any way encumber any of its undertakings, properties and assets or

Business in favour of any third party.

(d) change the nature or scope of the Business and of any event or condition, which

might materially and adversely affect or delay growth or development of the

Business.

4.6 The Startup shall promptly notify the Service Provider in the following circumstances:

a) on the happening of any event which will have or likely to have an adverse effect on

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the Business; and b) force majeure circumstances and/or circumstances beyond the

reasonable control of the Startup against which the Startup may or may not have

insured its properties.

4.7 The Startup shall comply with all the Laws for the time being in force that would be

applicable to the Startup and shall comply with any regulations therein including but

not limited to filing of any forms, acquiring any licenses, submitting any returns with

any statutory authority or any Government.

4.8 The Startup undertakes to provide a monthly general update on its Business and

financial affairs on or before the Tenth (10th) business day of every month.

4.9 The Startup also undertakes to submit itself to the annual audit of the Service Provider,

which shall be carried out at the sole discretion of the Service Provider. The Startup,

upon written request of the Service Provider, undertakes to provide all the pertinent

documents, records and information as required by the Service Provider during the

tenure of this Agreement.

4.10 All indirect taxes, if any, payable in connection with the services provided by the

Service Provider to the Startup and/or the consideration payable or to be provided by

the Startup for the same shall be borne solely by the Startup and shall be paid in

addition to the amounts and other consideration referred to in Section 3.1 and 3.4

above.

B. Covenants of the Founders in their individual capacity

4.11 Each of the Founders covenant in their individual capacity as follows:

(a) The Founder shall keep the Service Provider informed of all developments

pertaining to securing an employment with any Potential Employer. The Founder

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shall also notify the Service Provider in writing within Seven (7) days of receiving

an offer of employment from a Potential Employer. Such notice shall also enclose

a copy of the offer letter.

(b) The Founder shall duly inform the Service Provider in writing within Seven (7)

days of the Startup / Founder entering into any discussions with any person for a

sale, transfer or surrender in whole / in part of the Startup or its business or the

Key Employees or any of the assets of the Startup including its intellectual

property rights.

(c) The Founder shall duly and promptly inform the Service Provider in writing

within two (2) days of any change in employment, engagement or time spent on

the business of the Startup by any of the Key Employees including the Founder.

5 MONITORING COMMITTEE

5.1 The Service Provider shall be entitled to appoint a Monitoring Committee comprising

of the representatives of the Service Provider and other experts for evaluating the

performance of the Startup and its Business.

5.2 The Monitoring Committee shall continuously monitor the Business and activities of

the Startup.

5.3 The Startup shall permit the Monitoring Committee or any Authorized Representative

of the Service Provider to carry out technical and financial inspections during the term

of this Agreement and to inspect all records, documents, registers and accounts of the

Startup. Any such representative of the Monitoring Committee or Service Provider

shall have free access at all reasonable times to any part of the Startup's assets and to

its records, registers and accounts and to all schedules, costs, estimates, plans and

specifications relating to the Business and shall receive full co-operation and assistance

from the employees of the Startup.

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6 TERM AND TERMINATION

6.1 This Agreement is valid from the Effective Date and shall be in force for a period of Five

(5) years from the date of first product launch by the Startup.

6.2 This Agreement can be renewed or amended on such terms as may be mutually agreed

to by the Parties.

6.3 The Startup shall not be entitled to terminate this Agreement during the term of the

Agreement as set out in Section 6.1. The Service Provider shall have the right to

terminate this Agreement during its term as set out in Section 6.1and/or discontinue

provision of the Services, after giving a Fifteen (15) days’ notice, in the following

circumstances: -

(a) Where the Startup violates any of the terms and conditions of this Agreement or

the Shareholders Agreement executed in pursuance of this Agreement; or

(b) Where the Startup violates any representation and warranties mentioned

hereinabove and such other rules and regulations as may be framed by Service

Provider, from time to time; or

(c) Commits any fraud, theft or any other offence punishable under law; or

(d) Unsatisfactory performance of the Startup as per the determination of

Monitoring Committee; or

(e) Such other circumstances as may deem fit in the interest of the Parties to this

Agreement.

6.4 For the avoidance of doubt, it is agreed that any termination of this Agreement shall

not affect any shares and securities subscribed to / held by the Service Provider (and

their nominees) and their rights as shareholders in the Startup; and the Service

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Provider (and their nominees) will be entitled to retain such shares and securities held

by them in the Startup. It is further clarified and agreed that the termination of this

Agreement by the Service Provider prior to expiry of the term as set out in Section 6.1,

shall not, in any manner, adversely affect the rights of the Service Provider under

Section 3. All other provisions of this Agreement (including the indemnity obligations

of the Startup) as are necessary for the Service Provider to receive the full economic

consideration and benefits as referred to in Section 3 shall survive termination of the

Agreement and continue to be in force between the Parties.

6.5 If the Startup and/or any of the Founders violate / fail to comply with any of the clauses

mentioned in this Agreement as applicable to them, the Service Provider will have

absolute discretion to take necessary actions including but not limited to initiating legal

action for specific performance, claiming damages or other remedies as available under

Law.

7 INDEMNIFICATION

The Startup and each of the Founders shall keep the Service Provider indemnified in the

event of Losses or damage suffered by the Service Provider owing to any fraud,

negligence or misrepresentation or any default in compliance with any of the terms of

this Agreement (as are applicable to them) on the part of the Startup and/or the Founders

as the case may be.

8 MISCELLANEOUS

8.1 Service of Notice

Service of a notice or any communication must be effected by one of the following

methods:

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(a) by hand to the relevant address as set out in Section 8.2 and shall be deemed

served upon delivery, if delivered during a business day or at the start of the next

business day, if delivered at any other time; or

(b) by prepaid first-class post/registered post/speed post to the relevant address set

out in Section 8.2 and shall be deemed served at the start of the Fourth (4th)

business day after the date of posting; or

(c) by electronic mail transmission in “portable document format” (“.pdf”) to the

relevant e-mail addresses set out in Section 8.2 and shall be deemed served on

dispatch, if dispatched during a business day or at the start of the next business

day, if dispatched at any other time, provided that in each case a receipt indicating

complete transmission of the notice is obtained by the sender.

8.2 Address for Service

MobME:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

Startup:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

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Founder 1:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

Founder 2:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

8.3 Applicable Law & Settlement of Disputes

This Agreement shall be construed, governed by, interpreted and applied in accordance

with the Laws of India. Any dispute arising out of or in connection with this Agreement,

including any question regarding its existence, validity or termination, shall be referred to

and finally resolved by arbitration under Arbitration and Conciliation Act, 1996 and shall be

conducted by the Indian Institute of Arbitration & Mediation (“IIAM”), in accordance with

their Arbitration Rules ("IIAM Arbitration Rules") for the time being in force. The Tribunal

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shall consist of one arbitrator to be appointed by the Parties. In case the Parties fail to agree

upon the appointment of a sole arbitrator, the arbitration shall be conducted by a panel of

Three (3) arbitrators consisting of One (1) arbitrator appointed by the Service Provider, One

(1) arbitrator appointed jointly by the Startup and the Founders (or any one or more of

them as the case may be) and the third arbitrator, who shall be the Presiding Arbitrator,

appointed by the Administrator of IIAM. The award of the arbitrator(s) shall be final, binding

and conclusive on the Parties. The venue of the arbitration proceedings shall be at the IIAM

premises or any other neutral location in Cochin, India and the proceedings shall be

conducted in English. Subject to the above, the courts in Cochin, Kerala shall have

jurisdiction over all matters relating to this Agreement.

8.4 Entire agreement

This Agreement together with any agreement specifically executed pursuant to this

Agreement constitutes the whole and only agreement between the Parties relating to the

Services. This Agreement supersedes and extinguishes any prior drafts, agreements,

undertakings, representations, warranties and arrangements of any nature whatsoever,

whether or not in writing, relating thereto.

8.5 English Language

All notices or formal communications under or in connection with this Agreement shall be in

the English language.

8.6 Assignment

Unless specifically otherwise provided in this Agreement, neither Party shall have the right

to assign their respective rights hereunder or transfer their respective rights and

obligations, in whole or in part, to any third party. Provided however that the Service

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Provider, may at its discretion, assign, transfer, novate and/or delegate any of its rights and

obligations to any third party.

8.7 Severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable under the

laws of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be

given no effect and shall be deemed not to be included in this Agreement but without

invalidating any of the remaining provisions of this Agreement which shall not in any way be

affected or impaired. The Parties hereto shall then use all reasonable endeavors to replace

the invalid or unenforceable provisions with a valid and enforceable and mutually

satisfactory substitute provision, achieving as nearly as possible the intended commercial

effect of the invalid, illegal or unenforceable provision.

8.8 Waivers And Remedies

No failure or delay by the Parties in exercising any right or remedy provided by law under or

pursuant to this Agreement shall impair such right or remedy or operate or be construed as

a waiver or variation of it or preclude its exercise at any subsequent time and no single or

partial exercise of any such right or remedy shall preclude any other or further exercise of it

or the exercise of any other right or remedy.

8.9 Variation

The Service Provider shall vary the terms of this Agreement (or of any of the documents

referred to in this Agreement) at such circumstances as it may deem fit in the interest of the

Parties to this Agreement. Such variation shall not come into effect unless it is made by an

instrument in writing and signed by duly Authorized Representatives of each of the Parties

hereto. The expression “variation” shall include any variation, amendment, supplement,

deletion or replacement however effected.

8.10Counterparts

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This Agreement may be executed in one or more counterparts, each of which when duly

executed and delivered shall be deemed an original but all of which together shall

constitute one and the same instrument and any Party may execute this Agreement by

signing any one or more of such originals or counterparts. The delivery of signed

counterparts by facsimile transmission or electronic mail in “portable document format”

(“.pdf”) shall be as effective as signing and delivering the counterpart in person.

8.11Costs and Expenses

Each of the Parties shall bear their own legal costs, disbursements charges and expenses

incurred in and about the negotiation, preparation and execution of this Agreement and any

other document executed in connection with this Agreement including but not limited to

the Shareholders Agreement. However, stamp duty payable in relation to this Agreement,

the Shareholders Agreement and any other document executed in connection with this

Agreement shall be borne by the Startup.

SCHEDULE A

Educational Services to be provided by the Service Provider on a best efforts basis

I. Services to the Startup

A) Providing mentoring including access to a pool of external mentors, which may include arranging and organizing training, mentoring and other activities conducted by external experts and agencies;

B) Suggestions on viable products and guidance in product development;

C) Introduction to Potential Customers, Potential Investors and Potential Acquirers ;

D) Assistance in promotion of the Startup’s Business; and

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E) Introduction of the Startup to acceleration programs for accelerating the Business aimed to achieve financial success.

II. Services to the Founders

A) Providing mentoring including access to a pool of external mentors, which may include arranging and organizing training, mentoring and other activities conducted by external experts and agencies;

B) Suggestions on viable products and guidance in product development;

C) Introduction to Potential Employers, Potential Investors in the Startup and Potential Acquirers;

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SCHEDULE B

Key Employees

1. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

2. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

3. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.25

IN WITNESS WHEREOF, the said Service Provider, the Startup and the Founders have put their

respective signatures hereunder on the day, month and year first above written.

Signed and delivered for and on behalf

of MOBME WIRELESS SOLUTIONS

LIMITED

By:

Title:

Signed and delivered for and on behalf of

__________________________________

(Startup)

By:

Title:

Signed and delivered ___________

Founder 1

By:

Title:

Signed and delivered ___________

Founder 2

By:

Title:

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