Co-Founder Exit Agreement

This Co-Founder Exit Agreement ("Agreement") is executed on this ___ day of ________, 2026.

________________________________-, a company incorporated under the provisions of the Companies Act, 2013, having its registered office and carrying on business, inter alia, through its operations in India (hereinafter referred to as the "Company", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns);

Mr. _____________________--, (hereinafter referred to as the "Exiting Co-Founder", which expression shall, unless repugnant to the context or meaning thereof, include his/her legal heirs, representatives, and permitted assigns).

The Company and the Exiting Co-Founder are hereinafter individually referred to as a "Party" and collectively as the "Parties".

The Exiting Co-Founder was associated with the Company as one of its co-founders and has contributed towards the development and operations of the Company since its inception. Pursuant to mutual discussions and upon the Exiting Co-Founder's decision to discontinue his association with the Company, the Parties have agreed to formally record the terms governing such exit, the settlement of their respective rights and obligations, and the matters incidental thereto. Accordingly, the Parties wish to enter into this Agreement to ensure an orderly transition and to avoid any ambiguity regarding their respective rights, obligations, and responsibilities following the cessation of the Exiting Co-Founder's association with the Company.

With effect from __________, the Exiting Co-Founder shall cease to be associated with the Company in any capacity whatsoever, except as may be expressly provided under this Agreement.

The Exiting Co-Founder acknowledges and agrees that from the Effective Date, he shall not represent himself as being associated with, employed by, acting on behalf of, or authorized to bind the Company in any manner whatsoever.

The Company shall take such steps as may be required under applicable law and its internal governance documents to record and give effect to the cessation of the Exiting Co-Founder's association with the Company.

The Exiting Co-Founder hereby irrevocably resigns, with effect from the Effective Date, from all positions, offices, responsibilities, and roles held by him within or in relation to the Company, including but not limited to the position of Director, employee, consultant, advisor, authorized signatory, nominee, or representative, if applicable.

The Company hereby accepts such resignation and acknowledges that, from the Effective Date, the Exiting Co-Founder shall have no authority to act for, represent, commit, bind, negotiate on behalf of, or otherwise hold himself/herself out as being authorized to act on behalf of the Company.

The Exiting Co-Founder agrees to execute all documents, declarations, forms, filings, and other instruments that may be reasonably required by the Company for giving effect to such resignation and for ensuring compliance with applicable laws, regulations, and statutory requirements.

The Parties acknowledge that the cessation of the Exiting Co-Founder's association with the Company pursuant to this Agreement is voluntary and has been mutually agreed upon without coercion, undue influence, or misrepresentation by either Party.

The The Exiting Co-Founder, Mr._____________, agrees to transfer, assign, and convey all equity shares held by him in the Company, representing Fifty Percent (50%) of the issued share capital of the Company, together with all rights, interests, and benefits attached thereto.

The Parties acknowledge and agree that, upon completion of the transfer and registration of the same by the Company, the said shares shall be allotted/transferred as follows:

(a) Thirty Percent (30%) of the Company's issued share capital shall be transferred to and held by Mr. ________________, thereby increasing his total shareholding from Fifty Percent (50%) to Eighty Percent (80%);

(b) Ten Percent (10%) of the Company's issued share capital shall be transferred to and held by Mr. _____________; and

(c) Ten Percent (10%) of the Company's issued share capital shall be transferred to and held by Mr. _____________.

Accordingly, following the completion of the aforesaid transfer, the shareholding structure of the Company shall be as follows:

Mr. – Eighty Percent (80%);

Mr. _____________ – Ten Percent (10%); and

Mr. _____________ – Ten Percent (10%).

Upon completion of the aforesaid transfer, the Exiting Co-Founder shall cease to have any ownership, beneficial interest, voting rights, management rights, economic rights, or any other rights in relation to the Company.

The Company and the continuing shareholders acknowledge that Mr. _____________ and Mr. _____________ may thereafter be inducted as shareholders and/or co-founders of the Company, subject to completion of all applicable corporate, regulatory, and statutory formalities.

In consideration of the transfer of the aforesaid shares and the obligations undertaken under this Agreement, the Company and/or the Continuing Shareholders shall pay a sum of ₹5,000 (Rupees Five Thousand Only) to the Exiting Co-Founder, which amount shall constitute full and final consideration for the transfer of shares and settlement of all claims.

The Exiting Co-Founder acknowledges and agrees that, upon the execution of this Agreement and completion of the obligations contemplated herein, all matters arising out of or relating to his/her association with the Company shall stand fully and finally settled.

The Parties confirm that, except as expressly provided under this Agreement, neither Party has any outstanding claim, demand, entitlement, liability, obligation, or cause of action against the other, whether present, future, known, unknown, accrued, contingent, or otherwise, arising out of or in connection with the Exiting Co-Founder's association with the Company.

The Exiting Co-Founder confirms that he has received, or shall receive, all amounts, benefits, reimbursements, consideration, and entitlements, if any, mutually agreed between the Parties and that no further sums, compensation, equity, benefits, incentives, commissions, reimbursements, or other payments shall be due or payable by the Company after the Effective Date.

The Exiting Co-Founder further agrees that he shall not, at any time after the Effective Date, directly or indirectly assert, initiate, maintain, support, or pursue any claim, demand, proceeding, or action against the Company, its shareholders, directors, officers, employees, successors, or assigns in respect of any matter relating to his/her past association with the Company, except in relation to any rights expressly preserved under this Agreement.

The Company similarly agrees that, subject to the terms of this Agreement and except in the event of fraud, willful misconduct, breach of confidentiality, or violation of obligations expressly surviving this Agreement, it shall not pursue any claim against the Exiting Co-Founder in respect of matters that have been fully disclosed and settled pursuant to this Agreement.

The Parties acknowledge that this Agreement constitutes a complete and final resolution of their respective rights and obligations arising from the Exiting Co-Founder's involvement with the Company and is intended to prevent any future disputes relating thereto.

The Exiting Co-Founder acknowledges that, during the course of his association with the Company, he has had access to confidential, proprietary, and commercially sensitive information relating to the Company, its business operations, clients, prospective clients, employees, financial information, business strategies, marketing plans, technical know-how, trade secrets, intellectual property, investor communications, contracts, and other information of a confidential nature.

The Exiting Co-Founder agrees that he shall maintain the confidentiality of all such information and shall not, at any time, whether during or after the termination of his association with the Company, directly or indirectly disclose, communicate, publish, copy, reproduce, use, exploit, or permit the use of any Confidential Information for any purpose other than as required by law or with the prior written consent of the Company.

For the purposes of this Agreement, "Confidential Information" shall include all non-public information relating to the Company, irrespective of the form in which such information is stored, communicated, or maintained, including information contained in physical documents, electronic records, emails, cloud storage systems, messaging platforms, databases, presentations, and internal communications.

The Exiting Co-Founder shall take all reasonable measures to safeguard the confidentiality of such information and shall not retain, copy, download, transmit, or otherwise preserve any Confidential Information following the Effective Date except as may be required by applicable law.

Nothing contained in this Clause shall restrict the disclosure of information where such disclosure is required pursuant to a valid order of a court, governmental authority, or applicable law, provided that, to the extent legally permissible, the Exiting Co-Founder shall promptly notify the Company of such requirement prior to making the disclosure.

The obligations contained in this Clause shall survive the termination of the Exiting Co-Founder's association with the Company and shall continue to remain binding notwithstanding the execution, expiry, termination, or completion of this Agreement.

The Exiting Co-Founder acknowledges and agrees that all intellectual property, work product, developments, inventions, discoveries, improvements, designs, concepts, business processes, strategies, documents, software, source code, databases, content, trademarks, branding materials, marketing materials, presentations, reports, research, and other materials created, developed, conceived, authored, or contributed to by him, whether individually or jointly with others, during the course of his association with the Company and relating to the business of the Company, shall be and remain the sole and exclusive property of the Company.

To the extent that any right, title, or interest in any such intellectual property or work product may vest in the Exiting Co-Founder by operation of law or otherwise, the Exiting Co-Founder hereby irrevocably assigns, transfers, and conveys all such rights, title, and interest to the Company without any further consideration, and agrees to execute such additional documents and take such actions as may reasonably be required by the Company to evidence, perfect, protect, or enforce the Company's ownership thereof.

The Exiting Co-Founder further confirms that he shall not claim any ownership, authorship, royalty, license fee, compensation, or other proprietary interest in relation to any intellectual property, work product, or materials developed during his/her association with the Company.

The Exiting Co-Founder shall not, after the Effective Date, use, reproduce, distribute, modify, license, commercialize, disclose, exploit, or permit any third party to use any intellectual property or work product belonging to the Company without the Company's prior written consent.

The Parties acknowledge that all intellectual property and work product created for or on behalf of the Company forms an integral part of the Company's assets and goodwill, and that ownership thereof shall remain vested exclusively with the Company irrespective of the cessation of the Exiting Co-Founder's association with the Company.

The Exiting Co-Founder confirms and undertakes that, on or before the Effective Date, he shall return to the Company all property, records, materials, and assets belonging to or relating to the Company that are in his possession, custody, or control, whether in physical or electronic form.

Such property shall include, without limitation, laptops, mobile devices, storage devices, documents, records, contracts, files, correspondence, business materials, identity cards, access cards, company stationery, and any other assets or materials belonging to the Company.

The Exiting Co-Founder shall further deliver to the Company all passwords, login credentials, authentication devices, access codes, recovery information, and administrative rights relating to any email accounts, software platforms, cloud storage systems, websites, domains, social media accounts, communication platforms, databases, financial systems, customer relationship management systems, and any other digital assets used for or in connection with the Company's business.

The Exiting Co-Founder represents and warrants that he shall not retain, copy, download, transfer, store, reproduce, or otherwise preserve any Company data, records, Confidential Information, customer information, business information, intellectual property, or other proprietary materials after the Effective Date, except where retention is required by applicable law.

Where any Company information, records, or data are stored on personal devices, accounts, or storage systems of the Exiting Co-Founder, the Exiting Co-Founder shall promptly and permanently delete the same upon completion of the handover process and, if requested by the Company, provide written confirmation of such deletion.

The Exiting Co-Founder further undertakes that he shall not access, attempt to access, interfere with, modify, delete, disrupt, or otherwise interact with any Company systems, accounts, databases, software, digital platforms, or assets following the Effective Date unless expressly authorized in writing by the Company.

The Parties acknowledge that the proper return of Company property and transfer of access credentials is a material obligation under this Agreement and is necessary to ensure the continuity, security, and integrity of the Company's operations.

The Parties agree that, following the Effective Date, they shall conduct themselves in a professional and respectful manner and shall refrain from making, publishing, communicating, or causing to be communicated any statement, representation, allegation, or comment that is false, misleading, defamatory, derogatory, or otherwise likely to harm the reputation, goodwill, business interests, or standing of the other Party.

Without limiting the generality of the foregoing, the Exiting Co-Founder shall not make any statement to any employee, client, prospective client, vendor, investor, shareholder, business associate, governmental authority, media platform, social media platform, or any other third party that may reasonably be expected to adversely affect the reputation, operations, relationships, or business prospects of the Company.

Similarly, the Company shall ensure that its authorized representatives do not knowingly make any false, misleading, defamatory, or derogatory statements concerning the Exiting Co-Founder with the intention of damaging his/her personal or professional reputation.

Nothing contained in this Clause shall prevent either Party from making truthful statements where required by applicable law, regulatory authority, judicial order, or governmental directive, or from providing factual information in response to legitimate inquiries made in good faith.

The Parties acknowledge that the preservation of professional goodwill and reputation is an important consideration underlying this Agreement, and accordingly agree to comply with the obligations contained in this Clause both during and after the completion of the exit contemplated herein.

The Exiting Co-Founder acknowledges that, by virtue of his association with the Company, he has had access to the Company's employees, consultants, interns, clients, prospective clients, vendors, business partners, and other business relationships that constitute valuable assets of the Company.

Accordingly, for a period of twenty-four (24) months from the Effective Date, the Exiting Co-Founder shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, solicit, induce, encourage, persuade, or attempt to persuade any employee, consultant, intern, advisor, contractor, or representative of the Company to terminate, reduce, or alter their relationship with the Company.

During the aforesaid period, the Exiting Co-Founder shall further not directly or indirectly solicit, divert, induce, encourage, or attempt to influence any client, prospective client, vendor, supplier, investor, strategic partner, or other business contact of the Company to discontinue, reduce, modify, or adversely affect their existing or prospective business relationship with the Company.

Nothing contained herein shall prohibit the Exiting Co-Founder from engaging in general business activities that are not specifically targeted toward the Company's employees, clients, vendors, or business relationships, nor shall it restrict any person from independently approaching the Exiting Co-Founder without any solicitation or encouragement on his/her part.

The Parties acknowledge that the restrictions contained in this Clause are reasonable and necessary for the protection of the Company's legitimate business interests, goodwill, confidential information, and business relationships and have been voluntarily agreed upon as a material condition of this Agreement.

In consideration of the mutual covenants, undertakings, and obligations contained in this Agreement, the Parties hereby irrevocably and unconditionally release, discharge, and waive any and all claims, demands, actions, causes of action, complaints, liabilities, obligations, damages, costs, expenses, or rights of any nature whatsoever, whether known or unknown, existing or arising in the future, that either Party may have against the other arising out of or in connection with the Exiting Co-Founder's association with the Company up to the Effective Date.

The Exiting Co-Founder expressly acknowledges that, except for the rights and obligations specifically set out in this Agreement, he shall have no further claim against the Company, its shareholders, directors, officers, employees, representatives, successors, or assigns in relation to any matter arising from his/her involvement with the Company.

Similarly, subject to the terms of this Agreement, the Company shall have no further claim against the Exiting Co-Founder in relation to matters disclosed, settled, and resolved pursuant to this Agreement, except in the event of fraud, wilful misconduct, breach of confidentiality obligations, misuse of Company property, infringement of intellectual property rights, or any other breach of obligations that expressly survive the execution of this Agreement.

The Parties acknowledge that this release has been voluntarily agreed upon after adequate opportunity to understand the terms of this Agreement and is intended to bring about a complete and final settlement of all matters arising from the Exiting Co-Founder's association with the Company.

The Parties further agree that neither Party shall initiate, support, encourage, or participate in any legal proceeding, claim, complaint, or action against the other concerning matters that have been fully and finally settled pursuant to this Agreement, except for the purpose of enforcing the provisions of this Agreement or protecting rights expressly preserved herein.

The Exiting Co-Founder agrees that he shall, both before and after the Effective Date, execute, acknowledge, deliver, and provide such documents, instruments, declarations, confirmations, applications, forms, and other records as may be reasonably required by the Company for the purpose of giving full effect to the terms and intent of this Agreement.

Without limiting the generality of the foregoing, the Exiting Co-Founder shall extend reasonable cooperation and assistance in relation to the completion of share transfer formalities, execution of statutory forms, corporate filings, regulatory compliances, bank account modifications, changes to authorized signatories, contractual notifications, intellectual property matters, and any other actions reasonably necessary to effectuate and document the cessation of his/her association with the Company.

The Exiting Co-Founder further agrees to provide such clarifications, confirmations, or information as may be reasonably requested by the Company in connection with matters arising from his/her period of association with the Company, provided that such requests are made in good faith and relate to legitimate business, legal, regulatory, or compliance requirements.

Where any document, filing, approval, authorization, or action is required for implementing the provisions of this Agreement, the Parties shall cooperate with each other and act in a timely manner to facilitate the completion of the same.

The obligations contained in this Clause shall survive the execution of this Agreement and shall continue until all actions reasonably required to implement and give effect to the terms of this Agreement have been completed.

This Agreement shall be governed by and construed in accordance with the laws of India.

The execution of this Agreement and the transactions contemplated herein shall not constitute or be construed as an admission by either Party of any liability, wrongdoing, misconduct, breach, fault, or violation of any obligation. This Agreement is entered into solely for the purpose of recording the terms governing the Exiting Co-Founder's separation from the Company.

Cumulative Remedies

The rights, powers, privileges, and remedies provided under this Agreement are cumulative and shall be in addition to, and not in substitution for, any rights or remedies available under applicable law. The exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.

Interpretation

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, references to any gender shall include all genders, and references to persons shall include individuals, companies, corporations, partnerships, firms, associations, trusts, governmental authorities, and other legal entities.

Independent Understanding

Each Party acknowledges and confirms that it has carefully read and understood the contents of this Agreement, has had adequate opportunity to seek independent legal, financial, and professional advice, and is entering into this Agreement voluntarily and with full understanding of its rights, obligations, and legal consequences.

Good Faith Cooperation

The Parties agree to act in good faith and cooperate with each other in all matters reasonably necessary to implement and give effect to the terms of this Agreement and to facilitate a smooth and orderly transition arising from the Exiting Co-Founder's departure from the Company.

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 and Work Product, Return of Company Property, Non-Disparagement, Non-Solicitation, Release and Waiver of Claims, Dispute Resolution, and any accrued rights or obligations of the Parties, shall survive and continue in full force and effect notwithstanding the completion or termination of this Agreement.

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.

This Agreement constitutes the complete and entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, understandings, representations, communications, arrangements, and agreements, whether oral or written, relating to the Exiting Co-Founder's association with the Company and the matters contemplated herein.

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 or tribunal of competent jurisdiction, 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.

The Parties acknowledge that they have read and understood the contents of this Agreement, have had adequate opportunity to seek independent advice, and are executing this Agreement voluntarily and with full knowledge of its legal effect.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS CO- FOUNDER EXIT AGREEMENT IN DUPLICATE BY AFFIXING THE SIGNATURE OF THE AUTHORISED REPRESENTATIVES AS OF THE DATE HEREIN ABOVE MENTIONED.