Co-Founder Agreement

This Founders and Marketing & Operations Co-Founder Agreement ("Agreement") is executed on this ______ day of _________

Mr. ________________--, hereinafter referred to as the "Founder";

Mr._________________-, hereinafter referred to as the "Co-Founder";

The above parties are collectively referred to as the "Founders".

The Parties are associated with _____________________________("Company"), a company incorporated under the Companies Act, 2013.

The Founder has admitted the Co-Founder as a minority shareholder and management participant in the Company and wishes to record their rights and obligations.

The Parties wish to ensure the smooth operation, growth, management, and protection of the Company and its assets.

NOW THEREFORE, the Parties agree as follows:

The Parties acknowledge and agree that the ownership and shareholding structure of the Company as on the Effective Date 12-06-2026, of this Agreement shall be as follows: Mr. ________________- shall hold Eighty Percent (80%) of the issued, subscribed, and paid-up equity share capital of the Company and shall continue to act as the Founder of the Company; Mr. ________________shall hold Ten Percent (10%) of the issued, subscribed, and paid-up equity share capital of the Company and shall act as the Marketing & Operations Co-Founder of the Company; and the remaining Ten Percent (10%) of the issued, subscribed, and paid-up equity share capital of the Company shall be held by another shareholder of the Company.

The Parties acknowledge that such shareholding shall confer upon each shareholder the economic, voting, and ownership rights attached to such shares in accordance with the provisions of the Companies Act, 2013, the Articles of Association of the Company, and the terms of this Agreement.

The Parties further acknowledge that the designation of "Founder" and "Marketing & Operations Co-Founder" under this Agreement is intended solely to recognize their respective roles, responsibilities, and contributions towards the growth and management of the Company and shall not by itself alter, enlarge, diminish, or otherwise affect any statutory rights, obligations, or liabilities arising under applicable law or the constitutional documents of the Company.

Each Party represents and warrants that he is the lawful and beneficial owner of the shares standing in his name and that such shares are free from any pledge, charge, lien, encumbrance, security interest, third-party claim, restriction, or adverse interest of any nature whatsoever. Each Party further undertakes that he shall not create or permit the creation of any encumbrance over such shares except in accordance with the provisions of this Agreement and the Articles of Association of the Company.

The Parties agree that all rights relating to dividends, voting, participation in shareholder meetings, inspection of corporate records, and other shareholder rights shall be exercised in accordance with applicable law and the provisions of this Agreement. The Parties further acknowledge that the ownership structure established herein forms the foundation of the governance and management framework of the Company and shall remain binding upon the Parties unless amended in writing in accordance with the terms of this Agreement.

The Parties acknowledge and agree that any future issuance of shares, transfer of shares, dilution of shareholding, creation of employee stock option plans, admission of additional shareholders, or modification of the ownership structure of the Company shall be subject to the provisions of this Agreement and shall require such approvals as may be prescribed herein.

RIGHTS ROLES, RESPONSIBILITIES AND MANAGEMENT AUTHORITY OF THE FOUNDER AND CO-FOUNDER

The Parties acknowledge and agree that the long-term success, growth, governance, and operational efficiency of the Company requires a clear division of responsibilities between the Founder and the Co-Founder. Accordingly, each Party shall devote such time, effort, skill, expertise, and attention as may be reasonably necessary for the advancement of the Company's business and affairs and shall diligently perform the duties assigned to him under this Agreement. Each Party shall at all times act honestly, in good faith, and in the best interests of the Company and shall cooperate with the other Party to achieve the objectives of the Company.

The Parties acknowledge and agree that Mr._________________, being the Founder of the Company, shall have primary responsibility for the legal, compliance, financial, governance, operational, and customer relationship management functions of the Company.

Without limitation to the foregoing, the Founder shall oversee and supervise all matters relating to corporate governance, statutory compliances, regulatory filings, contractual documentation, legal affairs, accounting oversight, taxation matters, budgeting, financial planning, banking relationships, investor communications, customer relationship management, client retention, stakeholder engagement, operational management, risk assessment, administrative functions, and strategic decision-making affecting the overall direction of the Company.

The Founder shall further be responsible for ensuring that the Company conducts its affairs in compliance with all applicable laws, regulations, governmental directives, and internal governance policies, maintaining key customer and stakeholder relationships, and shall take reasonable steps to protect the legal, financial, commercial, and reputational interests of the Company.

The Parties acknowledge and agree that Mr. ____________ shall have primary responsibility for the sales, marketing, revenue generation, business development, brand growth, market expansion, and operational support functions of the Company.

Without limitation to the foregoing, Mr._____________ shall be responsible for developing and implementing sales strategies, identifying and acquiring clients, building, expanding market presence, developing strategic partnerships, overseeing marketing campaigns, enhancing brand visibility, generating business opportunities, and contributing towards the achievement of the Company's commercial and revenue objectives, and supporting the operational growth of the Company.

Mr.___________ shall further be responsible for regularly monitoring market trends, customer requirements, competitor activities, operational efficiencies, and growth opportunities and shall provide recommendations to the Company regarding business expansion, market positioning, and operational improvements.

The Parties acknowledge that while specific responsibilities have been allocated to the Founder and the Co-Founder under this Agreement, both Parties shall remain collectively responsible for promoting the interests, reputation, growth, and success of the Company.

Each Party shall provide reasonable cooperation, assistance, information, and support to the other Party whenever required for the efficient operation of the Company's business. No Party shall unreasonably withhold information, delay decisions, or otherwise impede the performance of the other Party in the discharge of his assigned responsibilities.

Notwithstanding anything contained herein, neither Party shall have the authority to undertake any action, commitment, transaction, representation, obligation, expenditure, or arrangement on behalf of the Company which falls within the category of Reserved Matters or otherwise requires approval under this Agreement, the Articles of Association of the Company, applicable law, or any resolution passed by the shareholders or Board of Directors.

Each Party shall exercise his authority reasonably, prudently, and in a manner consistent with the interests of the Company and shall remain accountable for actions undertaken within his area of responsibility.

The Parties acknowledge that the requirements of the Company's business may evolve over time. Accordingly, the roles, responsibilities, reporting structures, management authority, and operational functions assigned under this Clause may be modified, expanded, restricted, or reallocated by written agreement between the Founder and the Co-Founder.

The Parties agree that any such modification shall be documented in writing and shall become binding upon the Parties from the date of such approval.

DUTIES, FIDUCIARY OBLIGATIONS, COMMITMENT AND STANDARD OF CONDUCT OF THE FOUNDER AND CO-FOUNDER

The Parties acknowledge and agree that each Party occupies a position of trust and confidence within the Company and owes fiduciary, contractual, and ethical obligations to the Company and to the other Party. Accordingly, each Party shall at all times act honestly, fairly, diligently, and in good faith with a view to promoting the success, growth, reputation, and long-term interests of the Company and shall exercise the powers and responsibilities entrusted to him in a responsible and prudent manner.

Each Party shall, in the discharge of his responsibilities and the exercise of his rights under this Agreement, act in a manner that he reasonably believes to be in the best interests of the Company. No Party shall knowingly engage in any conduct, activity, decision, or transaction that is intended to harm the Company, prejudice its business interests, diminish its goodwill, or adversely affect its reputation, commercial prospects, financial position, or stakeholder relationships.

The Parties acknowledge that the interests of the Company shall take precedence over the personal interests of any individual Party in matters concerning the business, assets, opportunities, and operations of the Company.

Each Party shall deal fairly, honestly, and transparently with the Company and with the other Party and shall refrain from engaging in any conduct involving fraud, misrepresentation, concealment of material information, bad faith, abuse of authority, or misuse of his position within the Company.

Each Party shall disclose all material facts relevant to decisions affecting the Company and shall not intentionally withhold information which may reasonably affect the Company's business, finances, legal position, operations, strategic decisions, or stakeholder relationships.

Each Party shall exercise such care, skill, diligence, prudence, and judgment as may reasonably be expected from a person entrusted with responsibilities similar to those assigned under this Agreement.

Each Party shall make reasonable efforts to remain informed regarding matters falling within his area of responsibility and shall take all reasonable steps necessary to protect and advance the interests of the Company. The Parties acknowledge that each Party shall be expected to perform his duties competently, professionally, and with due regard to applicable laws, industry practices, and business standards.

Each Party acknowledges that the Company is dependent upon the active participation, efforts, and contributions of its Founder and Co-Founder and accordingly undertakes to devote sufficient time, attention, effort, and professional expertise to the affairs of the Company as may reasonably be required for the proper discharge of his responsibilities.

No Party shall, without the prior written consent of the other Party, deliberately neglect his responsibilities, abandon his duties, repeatedly fail to perform his assigned functions, or engage in conduct that materially interferes with the effective operation of the Company.

The Parties acknowledge that occasional absences, temporary unavailability, personal commitments, illness, examinations, academic obligations, internships, placements, professional commitments, or other reasonable circumstances shall not constitute a breach of this obligation provided that such Party continues to act in good faith and takes reasonable steps to ensure continuity of operations.

The Co-Founder shall have full freedom to continue and pursue academic commitments, internships, placements, hackathons, consulting assignments, freelance work, research activities, networking activities, investments, employment opportunities, and independent entrepreneurial ventures alongside his role within the Company, provided that such activities do not involve the misuse of the Company's Confidential Information, Intellectual Property, proprietary assets, business opportunities, technology assets, personnel, or resources and do not materially interfere with the Co-Founder's obligations under this Agreement.

The Parties acknowledge and agree that the Co-Founder's association with the Company is based on mutual collaboration, flexibility, and professional understanding and shall not constitute an exclusive full-time employment arrangement unless otherwise expressly agreed in writing by the Parties.

The Parties further acknowledge that contribution levels may reasonably vary depending upon academic commitments, examinations, internships, professional engagements, health conditions, personal circumstances, or other legitimate obligations. Accordingly, no Party shall be deemed inactive, non-contributing, or in breach of his participation obligations solely because of temporary reductions in availability arising from such circumstances.

No Party shall be deemed inactive or non-contributing unless there exists a material and continuous failure to participate in his agreed responsibilities for a period exceeding ninety (90) consecutive days without reasonable communication, cooperation, or justification.

Any determination regarding inactivity, insufficient contribution, failure to perform responsibilities, or alleged non-participation shall first be discussed between the Parties in good faith and assessed in a fair, reasonable, objective, and commercially balanced manner having regard to the nature of the responsibilities assigned, the circumstances affecting the relevant Party, the overall contributions made to the Company, and the legitimate interests of the Company.

The Founder shall not unilaterally classify the Co-Founder as inactive, non-contributing, or in material breach of this Clause without first providing written notice specifying the concerns and allowing the Co-Founder a reasonable opportunity of not less than thirty (30) days to explain the circumstances and, where reasonably possible, remedy the situation.

Notwithstanding the foregoing, the Co-Founder shall remain responsible for the proper discharge of the responsibilities assigned to him under this Agreement and shall keep the Founder reasonably informed of any prolonged absence, commitment, or circumstance that may materially affect his ability to perform such responsibilities.

Each Party shall avoid situations in which his personal interests, financial interests, business interests, or external relationships conflict, or may reasonably be perceived to conflict, with the interests of the Company.

Where any actual, potential, or perceived conflict of interest arises, the concerned Party shall promptly disclose the same to the other Party in writing and shall provide such information as may reasonably be required to assess the nature and extent of the conflict.

The Parties agree that the Founder shall determine the appropriate course of action regarding such conflict, including the imposition of restrictions, safeguards, approvals, or other measures necessary to protect the interests of the Company.

No Party shall directly or indirectly appropriate for himself, or for any third party, any business opportunity, client opportunity, investment opportunity, partnership opportunity, commercial arrangement, technology opportunity, or strategic opportunity that properly belongs to or is reasonably connected with the business of the Company.

Any such opportunity identified by a Party during the course of his association with the Company shall first be presented to the Company for consideration before being pursued independently.

The Parties acknowledge that opportunities arising from the Company's business relationships, operations, intellectual property, confidential information, goodwill, or market position shall be deemed opportunities belonging to the Company.

Each Party shall comply with all applicable laws, regulations, governmental requirements, industry standards, internal policies, corporate governance requirements, contractual obligations, and lawful directions issued by the Company.

No Party shall knowingly cause or permit the Company to engage in unlawful, fraudulent, misleading, unethical, or improper conduct or expose the Company to avoidable legal, regulatory, financial, or reputational risk.

The Parties acknowledge that the success of the Company depends upon mutual trust, cooperation, and professional conduct. Accordingly, each Party shall treat the other Party with respect and professionalism and shall make reasonable efforts to resolve disagreements constructively and in good faith.

No Party shall deliberately obstruct, undermine, sabotage, or interfere with the lawful performance of another Party's responsibilities or authority under this Agreement.

The Parties acknowledge that the obligations contained in this Clause are fundamental to the governance and operation of the Company. Any material breach of these obligations by a Party may constitute grounds for disciplinary action, suspension of responsibilities, compulsory share transfer procedures, removal from management functions, or such other remedies as may be available under this Agreement, the Articles of Association of the Company, or applicable law.

The Parties further acknowledge that compliance with the duties and obligations set forth herein is essential to maintaining the confidence, trust, and cooperative relationship upon which the Company is founded and operated.

The Parties acknowledge and agree that the efficient management of the Company requires a clear framework governing decision-making authority and approvals. While each Party shall have authority to manage and supervise the functional area assigned to him under this Agreement, certain matters having a material impact on the ownership, governance, finances, operations, liabilities, strategic direction, or future of the Company shall require additional approvals in accordance with the provisions of this Clause.

The Parties further acknowledge that this Clause is intended to promote transparency, accountability, and collaborative decision-making between the Founder and the Co-Founder and to prevent disputes arising from unilateral actions affecting the Company.

Subject to the provisions of this Agreement, each Party shall be entitled to independently manage and take routine operational decisions relating to the area of responsibility assigned to him under Clause 2, provided that such decisions are made in good faith and in the best interests of the Company.

Without limitation, ordinary business decisions may include routine operational activities, day-to-day management functions, execution of approved business strategies, customer communications, employee supervision, vendor coordination, product development activities, marketing initiatives, and other activities ordinarily required for the conduct of the Company's business.

The Party exercising such authority shall keep the other Party reasonably informed regarding material developments, risks, opportunities, and decisions affecting the Company's operations.

The Parties agree that the following matters shall require the approval of shareholders collectively holding more than fifty percent (50%) of the issued share capital of the Company:

• Approval of annual operating budgets;

• Recruitment of senior employees or consultants;

• Approval of routine business expenditures exceeding approved departmental budgets;

• Entry into ordinary-course commercial contracts;

• Approval of marketing campaigns and business development initiatives;

• Appointment of professional advisors, consultants, vendors, or service providers;

• Opening additional operational offices or business locations;

• Adoption of routine operational policies and procedures;

• Any other matter not specifically designated as a Reserved Matter under this Agreement.

For the purposes of this Clause, the shareholding percentages existing at the time of the decision shall determine voting rights.

The Parties acknowledge and agree that, as of the Effective Date, Mr. Yash Phogat holds Eighty Percent (80%) of the issued share capital of the Company and shall accordingly be entitled to approve matters requiring a simple majority unless otherwise expressly provided under this Agreement or applicable law.

The Parties acknowledge that certain matters are of fundamental importance to the ownership, governance, and future of the Company and shall therefore require the prior written consent of both Parties irrespective of their shareholding percentages.

Accordingly, none of the following actions shall be undertaken without the unanimous written approval of both Parties:

The Parties agree to act in good faith and cooperate with one another in all matters reasonably necessary to implement and give effect to the provisions of this Agreement and to promote the successful operation, growth, management, and development of the Company.

The Co-Founder further agrees to reasonably cooperate with the Founder in matters relating to the Company's administration, governance, compliance, operations, strategic direction, and business development and shall not unreasonably obstruct decisions taken in accordance with this Agreement.

P. Survival

The provisions of this Agreement which by their nature are intended to survive the execution, completion, expiration, or termination of this Agreement, including but not limited to the provisions relating to Confidentiality, Intellectual Property, Non-Disparagement, Non-Solicitation, Dispute Resolution, and any accrued rights or obligations of the Parties, shall survive and continue in full force and effect notwithstanding the termination of this Agreement or cessation of a Party's association with the Company.

Q. Headings

The headings, titles, and captions used in this Agreement are inserted solely for convenience of reference and shall not affect the interpretation, construction, scope, or meaning of any provision of this Agreement.

R. Relationship with Articles of Association

The Parties acknowledge that certain rights and obligations contained in this Agreement may also be required to be reflected in the Articles of Association of the Company. In the event of any inconsistency between this Agreement and the Articles of Association, the Parties shall take all reasonable steps to amend the Articles of Association to the extent permitted by law so as to give effect to the intent of this Agreement.

Until such amendment is effected, the provisions of applicable law and the Articles of Association shall prevail to the extent required by law.

The Co-Founder acknowledges that the rights, obligations, approval mechanisms, transfer restrictions, governance provisions, and management framework contained in this Agreement constitute material conditions upon which the Founder has agreed to admit the Co-Founder into the ownership and management structure of the Company.

The Parties acknowledge that this association is based upon mutual trust, professional respect, collaboration, and shared business interests. Both Parties agree to maintain transparent communication, reasonable flexibility, and good-faith cooperation while respecting each Party’s independent professional growth, academic pursuits, and long-term career objectives.

This Agreement constitutes the complete and entire understanding between the Parties concerning the ownership, management, governance, rights, obligations, responsibilities, and relationship of the Founder and the Co-Founder in connection with the Company and supersedes all prior discussions, negotiations, understandings, representations, communications, arrangements, and agreements, whether oral or written, relating to the subject matter hereof.

No amendment, modification, variation, or waiver of any provision of this Agreement shall be valid or binding unless made in writing and duly executed by both Parties.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court, tribunal, arbitral authority, or other competent authority, such provision shall, to the extent of such invalidity or unenforceability, be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The failure of either Party to enforce any provision of this Agreement at any time shall not constitute a waiver of that provision or of any other provision contained herein.

Each Party acknowledges that he has read and understood the contents of this Agreement, has had adequate opportunity to seek independent legal, financial, and professional advice, and is executing this Agreement voluntarily and with full knowledge of its legal effect and consequences.

The Co-Founder further acknowledges that he has entered into this Agreement with full knowledge of the Founder's majority shareholding, management authority, governance rights, and decision-making powers as expressly provided under this Agreement and agrees to be bound by the same.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS CO-FOUNDER AGREEMENT AS OF THE EFFECTIVE DATE FIRST WRITTEN ABOVE AND ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.