APPENDIX A: LEGAL TEMPLATES LIBRARY¶

Investment Amount: ₹4,00,00,000 (Rupees Four Crores)
Pre-Money Valuation: ₹16,00,00,000 (Rupees Sixteen Crores)
Post-Money Valuation: ₹20,00,00,000 (Rupees Twenty Crores)
Ownership: 20% on a fully diluted basis
Security: Compulsorily Convertible Preference Shares (CCPS)

1x non-participating liquidation preference. Upon liquidation, merger, or sale of the
company, CCPS holders receive the higher of:
  (a) 1x their investment amount (₹4,00,00,000), OR
  (b) Their pro-rata share of proceeds based on ownership percentage (20%)

Broad-based weighted average anti-dilution protection with standard carve-outs for:
  - Stock splits, stock dividends, recapitalizations
  - Issuances to employees, directors, consultants under approved ESOP (up to 15% of
    fully diluted capital)
  - Issuances in connection with acquisitions approved by the Board

5-member Board:
  - 2 Founder representatives (appointed by Founders)
  - 2 Investor representatives (appointed by CCPS holders)
  - 1 Independent member (mutually agreed by Founders and Investors)

Independent Director appointment requires approval of both Founder and Investor directors.

Approval of holders of at least 50% of CCPS required for:
  1. Amendment to Articles of Association affecting CCPS rights
  2. Issuance of senior or pari passu securities to CCPS
  3. Sale, merger, or liquidation of the Company
  4. Changes to authorized capital
  5. Declaration of dividends on Equity Shares

Founders' Equity Shares to vest over 48 months with:
  - 12-month cliff (25% vests after Year 1)
  - Monthly vesting thereafter (1/48th per month)
  - Single-trigger acceleration: 50% acceleration upon involuntary termination without cause
  - Double-trigger acceleration: 100% acceleration upon change of control + involuntary
    termination within 12 months

15% ESOP pool to be created post-money (after the current investment).

30-day exclusivity period from term sheet execution.

1x participating liquidation preference, capped at 3x the original investment.

Upon liquidation, CCPS holders receive:
  (a) 1x their investment amount (₹4,00,00,000), AND
  (b) Pro-rata participation in remaining proceeds based on as-converted ownership,
  (c) Total returns capped at 3x investment (₹12,00,00,000)

After cap is reached, CCPS converts to common and participates pro-rata.

Approval of holders of at least 50% of CCPS required for:
  1-5. [Same as founder-friendly version]
  6. Incurring debt > ₹1,00,00,000 (outside ordinary course of business)
  7. Annual budget approval (deviations >20% require approval)
  8. Appointment or removal of CEO

5-member Board:
  - 2 Founder representatives
  - 2 Investor representatives (1 must be from Lead Investor)
  - 1 Independent member (mutually agreed)

Lead Investor has Board observer rights if not holding a Board seat.

Founders' Equity Shares to vest over 48 months with:
  - 12-month cliff
  - Monthly vesting thereafter
  - Double-trigger acceleration only: 50% acceleration upon change of control +
    involuntary termination within 12 months

15% ESOP pool to be created pre-money (before the current investment).

If holders of >50% of CCPS + >50% of Equity Shares approve a sale, all shareholders
must participate on same terms.

2x participating liquidation preference, uncapped.

Upon liquidation, CCPS holders receive:
  (a) 2x their investment amount (₹8,00,00,000), AND
  (b) Pro-rata participation in remaining proceeds based on as-converted ownership
  (c) No cap on total returns

Narrow-based weighted average anti-dilution protection (or full ratchet in some cases).
No carve-outs for employee option issuances.

5-member Board:
  - 1 Founder representative (CEO only)
  - 3 Investor representatives (2 from Lead Investor, 1 from other investors)
  - 1 Independent member (appointed by Investor directors)

Approval of holders of at least 50% of CCPS required for:
  [Includes 15-20 items covering nearly all operational decisions, including:]
  - Hiring/firing any employee with >₹12,00,000 annual salary
  - Entering contracts >₹50,00,000
  - Opening new offices or locations
  - Changes to product strategy or pricing
  - Fundraising from any source
  - Founder travel outside India >14 days

Founders' Equity Shares to vest over 48 months with:
  - 12-month cliff
  - Monthly vesting thereafter
  - No acceleration upon change of control or termination
  - "Bad leaver" provisions: Forfeiture of unvested AND 50% of vested shares upon
    termination for cause or resignation

After 5 years, CCPS holders may require Company to redeem shares at the higher of:
  - Fair market value, OR
  - 1.5x original investment + 12% cumulative annual dividends

Redemption payable in 3 annual installments.

Founders provide personal guarantees for Company's representations and warranties.

LIQUIDATION PREFERENCE

Upon any Liquidation Event (including merger, consolidation, sale of all or substantially
all assets, or winding up), the proceeds shall be distributed as follows:

FIRST, to the holders of CCPS, pari passu, an amount equal to 1x the Original Issue
Price per share (as adjusted for stock splits, dividends, etc.), plus declared but
unpaid dividends ("Liquidation Preference Amount").

SECOND, the balance of proceeds, if any, shall be distributed to holders of Equity
Shares and CCPS (on an as-converted basis) pro-rata based on shareholding.

Each holder of CCPS shall be entitled to receive the greater of:
  (i) The Liquidation Preference Amount, OR
  (ii) Such amount as would have been payable if CCPS had been converted to Equity
       Shares immediately prior to the Liquidation Event

For the avoidance of doubt, holders of CCPS shall receive either (i) or (ii) above,
but not both.

LIQUIDATION PREFERENCE

Upon any Liquidation Event, proceeds shall be distributed as follows:

FIRST, to holders of CCPS, pari passu, an amount equal to 1x the Original Issue Price
per share, plus declared but unpaid dividends.

SECOND, the balance shall be distributed to all shareholders (including CCPS on an
as-converted basis) pro-rata based on shareholding, until CCPS holders have received
aggregate proceeds equal to 3x the Original Issue Price per share.

THIRD, once CCPS holders have received 3x, all remaining proceeds shall be distributed
to all shareholders pro-rata on an as-converted basis.

LIQUIDATION PREFERENCE

Upon any Liquidation Event, proceeds shall be distributed as follows:

FIRST, to holders of CCPS, pari passu, an amount equal to 2x the Original Issue Price
per share, plus declared but unpaid dividends.

SECOND, the balance shall be distributed to all shareholders (including CCPS on an
as-converted basis) pro-rata based on shareholding.

ANTI-DILUTION ADJUSTMENTS

If the Company issues Additional Shares at a price per share less than the Conversion
Price then in effect ("Down Round"), the Conversion Price shall be adjusted according
to the following formula:

CP₂ = CP₁ × [(A + B) ÷ (A + C)]

Where:
  CP₂ = Adjusted Conversion Price
  CP₁ = Current Conversion Price
  A   = Total shares outstanding immediately prior to new issuance (on a fully diluted
        basis, including all outstanding options, warrants, and convertible securities)
  B   = Aggregate consideration received ÷ CP₁
  C   = Number of Additional Shares issued

CARVE-OUTS (no adjustment):
  - Issuances to employees, directors, consultants pursuant to Board-approved ESOP
    (up to 15% of fully diluted)
  - Stock splits, stock dividends, recapitalizations
  - Issuances in acquisitions approved by Board
  - Issuances to banks/lessors in equipment financing

[Same formula as above, but definition of "A" changes:]

A = Total shares outstanding immediately prior to new issuance on an as-converted basis,
    EXCLUDING unissued shares reserved for employee options, warrants, or other
    convertible securities

ANTI-DILUTION ADJUSTMENTS

If the Company issues Additional Shares at a price per share less than the Conversion
Price then in effect, the Conversion Price shall be reduced to equal the price per
share of such Additional Shares, without any weighted average calculation.

BOARD OF DIRECTORS

The Board shall consist of 5 (five) directors:

(a) Two (2) directors nominated by holders of Equity Shares ("Founder Directors")
(b) Two (2) directors nominated by holders of CCPS ("Investor Directors")
(c) One (1) independent director mutually agreed by Founder Directors and Investor
    Directors ("Independent Director")

The Independent Director shall:
  - Not be affiliated with Company, Founders, or Investors
  - Have relevant industry or functional expertise
  - Require approval of at least 1 Founder Director AND 1 Investor Director for
    appointment or removal

Quorum: 3 directors including at least 1 Founder Director and 1 Investor Director

Board decisions require simple majority, except for Reserved Matters which require
approval of at least 3 directors including 1 Founder Director and 1 Investor Director.

BOARD OF DIRECTORS

The Board shall consist of 5 (five) directors:

(a) Two (2) directors nominated by Founders
(b) Two (2) directors nominated by holders of CCPS
(c) One (1) independent director nominated by holders of CCPS

Quorum: 3 directors

Board decisions require simple majority.

PROTECTIVE PROVISIONS

The following actions require prior written approval of holders of at least 50% of
outstanding CCPS:

1. Any amendment to Articles of Association or Memorandum of Association that
   adversely affects rights, preferences, or privileges of CCPS

2. Authorization or issuance of any equity securities senior to or pari passu with CCPS

3. Redemption, repurchase, or other acquisition of any Equity Shares or CCPS
   (except repurchases from terminated employees at cost)

4. Declaration or payment of dividends on Equity Shares

5. Liquidation, dissolution, winding up, or sale/merger/consolidation of the Company
   or sale of substantially all assets (>50% by value)

6. Increase or decrease in authorized share capital

7. Change in business purpose or entry into new line of business unrelated to current
   business

8. Related party transactions exceeding ₹25,00,000 annually

PROTECTIVE PROVISIONS

[Includes all 8 above, PLUS:]

9. Approval of annual operating budget and any deviation >15% from approved budget

10. Incurrence of indebtedness >₹10,00,000

11. Capital expenditures >₹15,00,000 annually

12. Hiring, termination, or change in compensation of any employee with salary
    >₹15,00,000 annually

13. Appointment or removal of CEO, CFO, or CTO

14. Opening new offices, branches, or locations

15. Entering any contract >₹50,00,000 or lasting >12 months

16. Changes to product pricing, strategy, or roadmap

17. Approval of any equity incentive plan or option grants

18. Fundraising from any source, including debt

19. Entering into partnerships, joint ventures, or strategic alliances

20. Founder travel outside India exceeding 21 days per year

DRAG-ALONG RIGHTS

If (i) holders of at least 66% of CCPS, AND (ii) holders of at least 50% of Equity
Shares, approve a Sale Transaction, then all shareholders shall be obligated to:

(a) Vote in favor of and consent to the Sale Transaction
(b) Sell all shares held on the same terms and conditions as the approving shareholders
(c) Execute all documents reasonably required to effect the Sale Transaction
(d) Waive dissenters' rights, appraisal rights, or similar rights

"Sale Transaction" means: (i) merger, consolidation, or share exchange where Company
shareholders own <50% of surviving entity, (ii) sale of >50% of Company assets by value,
or (iii) exclusive license of substantially all IP.

PROVIDED THAT:
  - Sale price must be ≥ fair market value (determined by independent valuation)
  - All shareholders receive same per-share consideration (subject to liquidation
    preferences)
  - Founder liabilities, representations, and indemnities shall not exceed the greater
    of (i) 12 months' salary or (ii) 10% of sale consideration received by Founders,
    and shall be on same terms as other shareholders on a pro-rata basis

TAG-ALONG RIGHTS

If any Founder proposes to Transfer shares to a third party ("Proposed Transfer"),
holders of CCPS shall have the right to participate in the Proposed Transfer on the
same terms and conditions.

Within 15 days of receiving notice of Proposed Transfer, CCPS holders may elect to sell
shares up to their pro-rata portion of the Proposed Transfer (based on fully diluted
ownership).

If CCPS holders elect to participate:
  - Founder's sale shall be reduced proportionally to accommodate CCPS participation
  - All shareholders shall receive same per-share price and terms
  - Closing shall occur simultaneously for all participating shareholders

Exceptions (no tag-along):
  - Transfers to family trusts or estate planning entities where Founder retains control
  - Transfers to co-founders
  - Transfers upon death or disability
  - Pledges to banks/financial institutions for personal loans

RIGHT OF FIRST REFUSAL

If any shareholder wishes to Transfer shares (the "Offering Shareholder"), the Company
and then existing shareholders shall have a right of first refusal in the following order:

FIRST REFUSAL: Offering Shareholder must provide written notice to Company and all
shareholders detailing:
  - Number of shares
  - Proposed price and terms
  - Identity of proposed purchaser (if known)

COMPANY ROFR (15 days): Company may elect to purchase all (not part) of offered shares
at the proposed price.

SHAREHOLDER ROFR (15 days): If Company declines, shareholders may purchase on pro-rata
basis based on current shareholding. Over-subscription permitted if some shareholders
decline.

THIRD-PARTY SALE (45 days): If Company and shareholders decline, Offering Shareholder
may sell to third party on terms no more favorable than those offered to Company/
shareholders. Sale must close within 45 days or ROFR process restarts.

Exceptions (no ROFR):
  - Transfers qualifying for tag-along exceptions above
  - Transfers in a Sale Transaction or IPO
  - Transfers to Affiliates of Offering Shareholder

FOUNDER VESTING

Founders' Equity Shares shall be subject to vesting over 48 months commencing on the
Vesting Commencement Date [●]:

- CLIFF: 25% vests on the first anniversary (12 months)
- MONTHLY VESTING: Remaining 75% vests in equal monthly installments (1/48th per month)
  over the following 36 months

ACCELERATION EVENTS:

Single-Trigger Acceleration: If Founder is terminated by the Company without Cause,
50% of then-unvested shares shall immediately vest.

Double-Trigger Acceleration: Upon a Change of Control, if Founder's employment is
terminated without Cause or Founder resigns for Good Reason within 12 months following
the Change of Control, 100% of then-unvested shares shall immediately vest.

"Change of Control" means: sale of >50% of Company shares or assets, or merger where
Company shareholders own <50% of surviving entity.

"Good Reason" means: (i) material reduction in role, authority, or responsibilities,
(ii) reduction in compensation >20%, (iii) relocation >50km from current workplace,
or (iv) material breach by Company of employment terms.

"Cause" means: (i) conviction of felony, (ii) material breach of fiduciary duty,
(iii) fraud or embezzlement, or (iv) material breach of employment agreement that
remains uncured for 30 days after written notice.

[Same vesting schedule and definitions as above, but:]

ACCELERATION EVENTS:

Double-Trigger Acceleration Only: Upon a Change of Control, if Founder's employment is
terminated without Cause or Founder resigns for Good Reason within 12 months following
the Change of Control, 50% of then-unvested shares shall immediately vest.

No acceleration upon termination without Change of Control.

FOUNDERS' AGREEMENT

Between: [Founder 1 Name], [Founder 2 Name], [Founder 3 Name] (collectively "Founders")
Date: [●]
Company: [Company Name] Private Limited

1. EQUITY OWNERSHIP
   - Founder 1: [X]%
   - Founder 2: [Y]%
   - Founder 3: [Z]%
   - Total: 100% (pre-money, pre-ESOP)

2. VESTING SCHEDULE
   - 4-year vesting with 1-year cliff for all Founders
   - Vesting Commencement Date: [Date of Company incorporation / Date of full-time
     commitment]
   - Acceleration: [Per negotiation—typically double-trigger]

3. ROLES AND RESPONSIBILITIES
   - Founder 1: Chief Executive Officer (CEO) - Overall strategy, fundraising,
     investor relations, hiring
   - Founder 2: Chief Technology Officer (CTO) - Product development, technical
     architecture, engineering team
   - Founder 3: Chief Operating Officer (COO) - Operations, finance, partnerships,
     customer success

4. TIME COMMITMENT
   - All Founders commit full-time to Company (minimum 40 hours/week)
   - No outside employment or consulting without unanimous Founder consent
   - Side projects permitted if: (i) non-competitive, (ii) <5 hours/week, (iii) no
     Company IP used

5. INTELLECTUAL PROPERTY
   - All work product, inventions, and IP created by any Founder belong exclusively
     to Company
   - Founders assign all prior work product related to Company business (see Schedule A)
   - Founders agree to execute IP assignment agreements and assist with IP filings

6. DECISION-MAKING
   - Major Decisions (require unanimous approval): fundraising, equity issuance, sale
     of company, hiring/firing C-level executives, annual budget, incurring debt >₹10L
   - Standard Decisions (require majority): hiring, vendor contracts <₹10L, product
     decisions, marketing spend
   - Functional Decisions: Each Founder has authority within their domain

7. FOUNDER DEPARTURE
   - Voluntary Resignation: Unvested shares forfeited; vested shares subject to
     Company ROFR
   - Termination for Cause: Unvested shares forfeited; Company option to repurchase
     vested shares at fair market value
   - Termination without Cause: [Negotiate acceleration]; Company ROFR on vested shares
   - Disability/Death: [Negotiate acceleration]; estate subject to Company ROFR

8. TRANSFER RESTRICTIONS
   - No Founder may transfer shares without unanimous consent of other Founders
   - ROFR applies: Company, then other Founders, then third party
   - Exceptions: transfers to family trusts, estate planning

9. NON-COMPETE AND NON-SOLICIT
   - During employment and 12 months after departure: no competing business, no
     solicitation of Company employees or customers
   - Geography: [India / worldwide depending on business]
   - Scope: [Define competitive activities specifically]

10. CONFIDENTIALITY
    - All Company information confidential perpetually
    - No disclosure without Company authorization

11. DISPUTE RESOLUTION
    - Good faith negotiation (30 days)
    - Mediation (if negotiation fails)
    - Arbitration (Singapore International Arbitration Centre or Indian Arbitration)
    - Governing law: [Indian law / Singapore law]

FOUNDER SEPARATION AND RELEASE AGREEMENT

This Agreement is made on [DATE] between:
- [COMPANY NAME] Private Limited ("Company")
- [DEPARTING FOUNDER NAME] ("Departing Founder")
- [REMAINING FOUNDERS] ("Remaining Founders")

RECITALS:
A. Departing Founder is a co-founder and shareholder of Company holding [X]% equity
B. Parties wish to effect an orderly transition and separation

TERMS:

1. SEPARATION DATE: [DATE] ("Separation Date")

2. EQUITY TREATMENT:

   Vested Shares: [X] Equity Shares ([Y]% of Company)
   - Company shall have option to repurchase up to 50% of vested shares at Fair Market
     Value (FMV) within 90 days of Separation Date
   - FMV to be determined by independent valuation or by mutual agreement
   - Payment terms: [Cash / promissory note / installments over 12-24 months]

   Unvested Shares: [Z] Equity Shares (subject to vesting)
   - Immediately forfeited as of Separation Date
   - No compensation for unvested shares

3. ACCEL ERATION (if applicable):
   - [X]% of unvested shares shall vest immediately due to [termination without cause /
     mutual agreement / other reason]

4. ROLE TRANSITION:
   - Departing Founder shall resign from all officer positions (CEO, Director, etc.)
     effective Separation Date
   - Departing Founder shall resign from Board of Directors
   - Departing Founder shall transition responsibilities to [SUCCESSOR] over [15/30/60]
     days

5. ONGOING OBLIGATIONS:
   - Confidentiality obligations continue perpetually
   - Non-compete and non-solicit obligations continue for [12/18/24] months post-departure
   - IP assignment obligations remain in full effect
   - Assistance: Departing Founder shall provide reasonable assistance with IP matters,
     customer transitions, etc. (max [10] hours, compensated at ₹[X]/hour)

6. COMPANY ASSETS:
   - Return of all Company property: laptop, phone, documents, access credentials
   - Acknowledgment that all IP and work product belongs to Company

7. RELEASE OF CLAIMS:
   - Departing Founder releases Company and Remaining Founders from all claims arising
     from employment or shareholding (except for vested equity rights above)
   - Company releases Departing Founder from claims except for breach of confidentiality,
     IP, non-compete, or other ongoing obligations

8. REFERENCE AND REPUTATION:
   - Parties agree not to disparage each other publicly
   - Company agrees to provide neutral reference: [Dates of association, title held]
   - Departing Founder may describe role as "Co-Founder" on resume and LinkedIn

9. CONFIDENTIALITY OF TERMS:
   - Terms of this Agreement confidential except as required by law or for tax/legal
     advice

10. DISPUTE RESOLUTION:
    - Governed by [Indian law / Singapore law]
    - Arbitration in [city] per [Indian Arbitration Act / SIAC rules]

EMPLOYMENT AGREEMENT

1. POSITION AND DUTIES
   - Title: [Chief Executive Officer / Chief Technology Officer]
   - Reports to: Board of Directors
   - Duties: [Comprehensive description of role and responsibilities]
   - Full-time commitment (minimum 40 hours/week)

2. COMPENSATION
   - Base Salary: ₹[X] per annum, payable monthly
   - Annual Review: Salary reviewed annually based on performance and Company financials
   - Equity: [Y] Equity Shares / ESOP options ([Z]% of fully diluted), vesting per
     Company ESOP policy
   - Benefits: [Health insurance, leave policy, PF/ESI per Indian labor law]

3. TERM
   - At-will employment (either party may terminate with [30/60/90] days notice)
   - Initial term: [Indefinite / Fixed term of X years]

4. TERMINATION
   - For Cause: Immediate termination without severance (defined: conviction, fraud,
     gross misconduct, material breach)
   - Without Cause: Company may terminate with [60/90] days notice + severance of
     [3/6] months salary
   - Resignation: Employee may resign with [30/60] days notice
   - Upon termination: Cease vesting; unvested equity forfeited; vested equity subject
     to Company ROFR

5. INTELLECTUAL PROPERTY
   - All work product belongs to Company (work-for-hire)
   - Employee assigns all IP created during employment
   - Disclosure of inventions; assistance with IP filings

6. CONFIDENTIALITY AND NON-DISCLOSURE
   - All Company information confidential perpetually
   - No unauthorized disclosure

7. NON-COMPETE (12 months post-termination)
   - No competing business in [defined geography and scope]
   - No solicitation of Company employees, customers, partners

8. GOVERNING LAW
   - Indian law; jurisdiction in [city] courts

KEY TERMS:

Compensation:
- Base: ₹[15L - 50L] per annum depending on role and stage
- Variable: [10-30%] annual bonus based on objectives (OKRs)
- Equity: [0.25% - 2%] via ESOP, 4-year vesting with 1-year cliff
- Benefits: Health insurance (self + family), laptop, phone allowance, [relocation if
  applicable]

Termination:
- Notice period: 60-90 days
- Severance: 3-6 months salary if terminated without cause
- Equity: Vesting ceases on last working day; 90-day option exercise window

Special Provisions:
- Sign-on bonus: [If applicable, to buy out equity from previous employer]
- Clawback: Sign-on and first-year bonuses subject to 12-month clawback if voluntary
  resignation
- Change of Control: [Negotiate acceleration—typically 25-50% on single-trigger]
- Non-Compete: 12-18 months, enforceable for senior roles

ADVISORY AGREEMENT

Between: [COMPANY NAME] ("Company")
And: [ADVISOR NAME] ("Advisor")

1. ADVISORY SERVICES
   - Scope: [Specific areas—fundraising advice, technical guidance, customer intros, etc.]
   - Time Commitment: [2-5] hours per month, [quarterly/monthly] meetings
   - Term: [12-24] months from date of agreement
   - Renewal: Automatic renewal for additional [12-month] terms unless terminated by
     either party with 30 days notice

2. COMPENSATION
   - Equity: [XXX] stock options representing [0.1% - 0.5%] of fully diluted capital
   - Vesting: Monthly over [24] months with no cliff (1/24th per month)
   - Exercise Price: Fair market value as of grant date (typically nominal for early-stage)
   - Exercise Window: 90 days post-termination (negotiate for extended window if possible)

3. TERMINATION
   - Either party may terminate with 30 days written notice
   - Upon termination: Vesting ceases; unvested options forfeited; vested options
     exercisable per ESOP plan

4. RELATIONSHIP
   - Advisor is independent contractor, not employee
   - No benefits, taxes, or labor law protections
   - Advisor may advise other companies (except direct competitors)

5. CONFIDENTIALITY
   - All Company information confidential
   - No disclosure without authorization
   - Obligation continues post-termination

6. INTELLECTUAL PROPERTY
   - Advisor assigns any IP created during Advisory to Company
   - Advisor assists with IP filings if needed

7. NO GUARANTEE
   - Compensation is equity only (no cash)
   - Equity subject to Company's progress and dilution in future rounds
   - No guaranteed returns or liquidity

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Employee: [NAME]
Company: [COMPANY NAME]
Date: [DATE]

1. CONFIDENTIAL INFORMATION
   - Definition: All non-public information related to Company business, technology,
     customers, financials, strategies
   - Obligation: Employee shall not disclose or use Confidential Information except
     for Company benefit
   - Duration: Perpetual (survives termination of employment)
   - Exceptions: Information that becomes public, is independently developed, or is
     required by law to be disclosed

2. INVENTION ASSIGNMENT
   - All inventions, works of authorship, developments, improvements, and discoveries
     conceived or developed by Employee during employment, whether or not during working
     hours, and whether or not using Company resources, that:
     (a) Relate to Company's business or anticipated business, OR
     (b) Result from work performed for Company, OR
     (c) Use Company's equipment, supplies, facilities, or Confidential Information

     ...shall be the sole and exclusive property of Company ("Company Inventions").

   - Employee assigns all rights, title, and interest in Company Inventions to Company
   - Employee shall disclose all inventions promptly to Company
   - Employee shall assist Company in obtaining patents, copyrights, and other IP rights

3. PRIOR INVENTIONS
   - Employee has disclosed all prior inventions related to Company business (see Schedule A)
   - If no prior inventions, Employee represents Schedule A is blank
   - Prior inventions remain Employee's property but may not be used in Company work
     without Company consent

4. NO CONFLICT
   - Employee represents no conflicting obligations to prior employers
   - Employee has returned all property and confidential information to prior employers

5. GOVERNMENT OR THIRD-PARTY RIGHTS
   - Employee shall inform Company of any government contracts, grants, or third-party
     agreements that may affect IP ownership

6. ENFORCEMENT
   - Employee acknowledges irreparable harm from breach; Company entitled to injunctive
     relief
   - Governed by Indian law

[SCHEDULE A: PRIOR INVENTIONS - leave blank if none]

EMPLOYEE STOCK OPTION GRANT LETTER

Date: [DATE]
To: [EMPLOYEE NAME] ("Optionee")
From: [COMPANY NAME] Private Limited ("Company")

Congratulations! The Board of Directors has approved a stock option grant to you under
the Company's Employee Stock Option Plan 2024 ("ESOP Plan"). Details:

1. GRANT DETAILS
   - Grant Date: [DATE]
   - Number of Options: [XXX] options
   - Percentage of Company: [X.XX]% of fully diluted capital as of Grant Date
   - Exercise Price: ₹[Y] per share (fair market value as of Grant Date)
   - Type: Non-qualified stock options (India does not distinguish ISO vs NSO)

2. VESTING SCHEDULE
   - Vesting Period: 48 months from Grant Date
   - Cliff: 25% vests after 12 months (cliff)
   - Monthly Vesting: Remaining 75% vests monthly over next 36 months (1/48th per month)
   - Vesting Date: Last day of each month
   - Vesting Condition: Continuous employment or service through each Vesting Date

3. EXERCISE TERMS
   - Exercise Period: Options must be exercised within 90 days of termination of employment
     or they expire
   - Exercise Method: Submit Exercise Notice to Company with payment of Exercise Price
   - Payment Methods: Cash, cashless (if permitted by Company)

4. TERMINATION OF EMPLOYMENT
   - Unvested Options: Immediately forfeited upon termination for any reason
   - Vested Options: Must be exercised within 90 days of termination or they expire
   - Termination for Cause: All options (vested and unvested) immediately forfeited

5. EQUITY CONVERSION
   - Options convert to Equity Shares upon exercise
   - Equity Shares subject to Company's Articles of Association, including ROFR,
     drag-along, and other transfer restrictions

6. TAXATION (IMPORTANT)
   - India taxes options as perquisite (income tax) at grant, vesting, OR exercise
     depending on company type
   - For private limited: Tax on exercise at difference between FMV and Exercise Price
   - Capital gains tax on sale of shares
   - Consult tax advisor for your specific situation

7. NO GUARANTEE
   - This grant does not guarantee employment or continued service
   - Options have value only if Company's equity value increases
   - No guarantee of liquidity or ability to sell shares

8. GOVERNING DOCUMENTS
   - This grant is subject to the ESOP Plan and Company's Articles of Association
   - In case of conflict, ESOP Plan governs

9. ACCEPTANCE
   - Please sign and return this letter within 30 days to accept the grant

Sincerely,
[CEO NAME]
Chief Executive Officer

I accept the above option grant on the terms stated.

_______________________          _____________
[Employee Signature]             Date

EMPLOYEE STOCK OPTION PLAN - POLICY GUIDELINES

1. PLAN PURPOSE
   - Attract, retain, and motivate employees
   - Align employee interests with long-term company success
   - Provide competitive equity compensation

2. POOL SIZE
   - Initial pool: [10-15%] of fully diluted capital at inception
   - Refresh: Board may authorize additional options up to [20%] total over company lifetime
   - Reserved shares: [XXX] Equity Shares reserved under plan

3. ELIGIBILITY
   - Employees: All full-time employees eligible (minimum 3-6 months employment)
   - Directors: Whole-time directors eligible; non-executive directors not eligible
   - Consultants/Advisors: Eligible for grants separate from employee pool
   - Interns/Part-time: Not eligible

4. GRANT GUIDELINES

   By Role:
   - Co-Founders: [25-40%] equity outside ESOP plan (vesting)
   - C-Level Hires (first 3 executives): [1-3%] each
   - VP Level: [0.3-1%]
   - Director/Senior Manager: [0.1-0.5%]
   - Manager/Engineer: [0.01-0.2%]
   - Junior employees: [0.001-0.05%]

   By Timing (Decay over time):
   - Pre-seed / Founding team: Highest grants
   - Seed stage: 80% of founding team equivalent
   - Series A: 50% of founding team equivalent
   - Series B+: 25-30% of founding team equivalent

   By Function:
   - Engineering: Typically highest grants (building product)
   - Product/Design: High grants
   - Sales: Balanced (equity + commission)
   - Operations/Support: Standard grants

5. VESTING TERMS
   - Standard: 4 years with 1-year cliff, monthly vesting thereafter
   - Cliff: 25% vests at 12 months; remaining 75% over 36 months
   - Acceleration:
     - Single-trigger: [Optional] [25-50%] acceleration on involuntary termination without cause
     - Double-trigger: [Standard] [50-100%] acceleration on change of control + termination

6. EXERCISE PRICE
   - Fair Market Value (FMV) as of Grant Date
   - FMV determined by:
     - Recent funding round price (adjusted for preferred vs common)
     - Independent 409A-style valuation
     - Board determination
   - Early-stage: Often nominal (₹1-10 per share)

7. EXERCISE PERIOD
   - Standard: 90 days post-termination for vested options
   - Extended: [Optional] 5-10 years post-termination (rare, but founder-friendly)

8. ADMINISTRATION
   - Compensation Committee (or full Board for early stage) administers plan
   - Board approves all grants, exercises, and amendments
   - Cap table maintained by [Company secretary / Legal counsel / Carta/Pulley]

9. TRANSFER RESTRICTIONS
   - Options are non-transferable (except by will or laws of descent)
   - Shares obtained upon exercise subject to Company's SHA and AoA (ROFR, drag-along, etc.)

10. AMENDMENT AND TERMINATION
    - Board may amend plan at any time (subject to shareholder approval if required by law)
    - Amendments cannot adversely affect outstanding grants without Optionee consent
    - Plan terminates 10 years from adoption unless earlier terminated by Board

11. TAX WITHHOLDING
    - Company shall withhold taxes as required by Indian law on perquisite income
    - Employee responsible for all taxes related to options and shares

12. NO EMPLOYMENT RIGHT
    - ESOP grant does not constitute employment contract or guarantee continued employment

SECURITY: Compulsorily Convertible Preference Shares, Series Seed

CONVERSION:
- Automatic conversion upon: (i) IPO with proceeds ≥₹[X] crore and pre-money ≥₹[Y] crore,
  (ii) Sale of Company, or (iii) [DATE 10-20 years out]
- Voluntary conversion at option of CCPS holder at any time
- Conversion ratio: 1:1 (subject to anti-dilution adjustments)

DIVIDEND:
- Non-cumulative dividend of [0.001%] per annum if declared by Board
- [Optional] Cumulative dividend of [8-12%] per annum, payable upon conversion or redemption

REDEMPTION:
- [Include only if investor insists—avoid if possible]
- Redeemable at option of CCPS holders after [5-7] years at higher of: (i) original
  investment + [X]% annual return, or (ii) FMV