Equity Share

Agreement
This Agreement (the "Agreement") is made as of this 25 th day of November, 2021 (the
“Effective Date”) by and between M/S PAPLI LABS PRIVATE LIMITED, a company,
having office at 34, Second Floor, Kailash Hills, East of Kailash, New Delhi- 110065
(“company”)

AND

MR. SATYAM SHARMA son of Shri Divakar Sharma, resident of 1006 B-Wing,
Atmosphere Complex, Opt. Runwal Greens, Near Nahur Railway Station, Nahur West,
Bhandup. Mumbai-400080, (hereinafter called the "Employee") of the Second Part.

Whereas the first party’s company is involved in the business of providing of

intelligence for Road Analytics and Whereas second party is an App Developer.

AND WHEREAS the First Party has approached the Second Party for the Development
of App namely "Novae Avenue" and the Second Party has agreed to develop the same
under the following agreed terms and conditions of this Service Agreement.

1. Appointment.
1.1. The first party shall appoint the individual as a shareholder from the
effective date under this Agreement. In this capacity, the Second Party
shall be liable for the development of App namely “Novae Avenue” for the
time period of two months w.e.f 26.11.2021.
1.2. The second party shall perform such other duties as are customarily
performed by other persons in similar positions, including other duties as
may arise from time to time and as may be assigned.

2. Performance of Duties
2.1. The performance shall be governed by the first party’s management at its
own discretion. Any subjection thereof will be governed by the company
management’s decision.
2.2. That the working hour of the second party will be 8 hours in a day and
Sunday will be the week off.
3. Term.

3.1. The second party tenure under this Agreement shall begin on the effective
date from 26.11.2021 for the period of two months and the second party
will work for the completion of the above app from his home.

3.2. The second Party may voluntarily terminate services with the Second
Party at any time and for any reason (“Voluntary Termination”) by
providing a thirty (30) days’ notice.

3.3. In case of termination other than for cause, as defined in the below point,
the second party shall compulsorily offer to transfer the shares held by
him, to the first party, at the valuation of the time of transfer.

3.4. In case the Second Party leaves before the completion of the vesting
schedule, the unvested shares held by the second party shall be
transferred at Face Value to the First party, and the vested shares may
either be retained by the second party or offered to the first party, at a
price determined by an independent valuer to be appointed by the first
part’s Company.

4. Equity.

4.1. That the Second Party will be entitled for 5% equity of the First Party
which is equivalent to having a share value of Rs. 10, if the First Party has
not raised any funding.

4.2. That it has been agreed between the aforesaid parties if the First Party
raises funds in that case the Second Party will continuously work with
First Party in that case the direct equity issued to the Second Party will be
shifted towards vesting.

4.3. That 10 months will be a cliff period for the Second Party and other 3 or 4
years as per decision taken by Board of Directors on the basis of year and
year vesting will happen.
 4.4. That in any case if the First Party unable to raise funding by next 2
months from date of signing of this agreement, in such case the Second
Party can leave the services of the First Party at any time in that case the
Second Party will have no right in the 5% equity of the First Party and the
First Party have full right to buy back the abovesaid said 5% of equity
value. Further the value of the allotted equity share will be calculated as
under:

For example, Stipend value is of Rs.15,000/- for one month

Number of months is 2 Total Value - 30,000/

4.5. That this shall be the renumeration cost which will be paid by the First
Party to get the stocks issued back to the pool.

5. Non-Disclosure.

5.1. The Second Party acknowledges that in the course of performing services
for the First party, he will obtain knowledge of the First Party Company’s
business plans, processes, software, know-how, trade secrets, methods,
inventions, improvements, disclosures, names and positions of second
party and/or other proprietary and/or confidential information
(collectively the “Confidential Information”). The second party agrees to
keep the Confidential Information secret and confidential and not to
publish, disclose or divulge to any other party, and the second party
agrees not to use any of the Confidential Information for the second
party’s own benefit or to the detriment of the First party without the prior
written consent of the first party’s Company. The second party also agrees
not to divulge, publish or use any proprietary and/or confidential
information of others that the First party is obligated to maintain in
confidence.

5.2. The second party shall promptly and fully, disclose to the first party, with
all necessary detail, developments, know-how, discoveries, inventions,
improvements (copyrightable, patentable or otherwise) made, received,
conceived, acquired or written by the second party (whether or not at the
 request or upon the suggestion of the first party, solely or jointly with
others), during the period of this agreement with the First party Company
that (i) result from, arise out of, or relate to any work, assignment or task
performed by the second party on behalf of the First party, whether
undertaken voluntarily or assigned to the second party within the scope
of his responsibilities to the First Party, or (ii) were developed using the
First Party’s facilities or its resources or in Company time, or (iii) result
from the second party’s use or knowledge of the First party Company’s
Confidential Information, or (iv) relate to the First party’s business or any
of the products or services being developed, manufactured or sold by the
First party or that may be used in relation therewith (collectively referred
to as “Inventions”). The second party hereby acknowledges that all
original works of authorship that are made by the second party (solely or
jointly with others) within the above terms and that are protectable by
copyright are owned by the First party’s company.

6. Confidentiality Obligations.

6.1. Except as otherwise expressly permitted in this Agreement, the second

party shall not disclose or use in any manner, directly or indirectly, any
confidential and proprietary information either during the term of this
Agreement or at any time thereafter, except as required to perform their
duties and responsibilities or with First Party’s prior written consent.

7. Non- Competition.

7.1. The Second party agrees that from the Effective Date till such time that a
second party ceases to be a Second party in the and for two years
thereafter, neither the second party nor any corporation or other entity in
which the second party may be interested as a partner, trustee, director,
officer, employee, Founder, agent, shareholder, lender of money or
guarantor, shall at any time during such period be engaged, directly or
indirectly, in any Competitive Business (as that term is hereinafter
 defined) or any business/entity which is invested by the First party ,
unless as approved by the Board. For purposes of this clause, the term
“Competitive Business” shall mean any firm or business organization that
has similar interests or competes with the First party in similar products
or solutions for the same or adjacent markets.

8. Non- Solicitation.

8.1. The second party shall not during the course of his engagement with the
First party, either alone or in association with others (i) solicit, or
encourage any organization directly or indirectly controlled by the second
party to solicit, any second party of the First party to leave the
appointment (ii) solicit for appointment, hire or engage as an
independent contractor, or permit any organization directly or indirectly
controlled by the second party to solicit for appointment, hire or engage
as an independent contractor, any person who was being appointed by
the First party at any time during the term of the second party is under
engagement with the First party.

9. Notices

9.1. All notices required or permitted to be given hereunder shall be in writing

and shall be deemed to have been given when mailed by certified mail,
return receipt requested, or delivered by a national overnight delivery
service or by email.

10. Waivers

10.1. No claim or right arising out of a breach or default under this Agreement
shall be discharged in whole or in part by a waiver of that claim or right
unless the waiver is supported by consideration and is in writing and
executed by the aggrieved party hereto or his or its duly authorized agent.

11. Enforceability.

11.1. If any provision of this Agreement shall be invalid or unenforceable, in

whole or in part, then such provision shall be deemed to be modified or
 restricted to the extent and in the manner necessary to render the same
valid and enforceable.

12. Jurisdiction and Dispute Resolution.

12.1. This agreement shall be governed by the laws of India. Any dispute
arising between the Parties in respect of this Agreement shall be subject
to the exclusive jurisdiction of courts in Delhi.

12.2. The First party and the second party hereby agree that they will, at all
times, act in good faith and make all attempts to resolve all differences
howsoever arising out of or in connection with this Agreement by
discussing internally between themselves otherwise at Board Level.
However, if within 15 (fifteen) days of the commencement of the
discussions at Board level the dispute is not resolved the dispute shall be
referred to arbitration in accordance with Indian Arbitration and
Conciliation Act, 1996.

IN WITNESS HEREOF, the parties hereto have hereunto set and subscribe their
respective hand the day and year first hereinabove written.

____________________ ____________________
Mr <second party-name>
<designation>, <company>

PLACE: DELHI

DATE: <date>