DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

Lockstep Network India Private Limited

1st and 2nd Floor, Sky Loft Creaticity Mall,
Shastrinagar Yerwada,
Pune, Maharashtra, 411006

Global Website: www.sage.com

10 August 2023
Strictly Private and Confidential

To
Yash Poddar
SHUKLA COLONY ROAD
Doranda Ranchi
834002
India

Dear Yash,
Appointment and Employment Letter

Further to our discussions, we are pleased to extend an offer to you for the position of Senior Product
Engineer 2 with Lockstep Network India Private Limited, a company incorporated in The Sage Group plc,
having its registered office at 1st and 2nd Floor, Sky Loft Creaticity Mall, Shastrinagar Yerwada, Pune,
Maharashtra, 411006 (“Company”), on the following terms and conditions of employment.

You will report to Samir Khan or such other designee of the Company as communicated to you in writing.
Your effective date of employment with the Company, should you accept our offer, will be 09 October 2023 or
such other date as may be mutually agreed upon and communicated to you in writing by the Company.

Hours of work:

Your normal working hours shall be as per Company’s policy in this regard. You may also be required to work
in other shifts as deemed necessary by the Company.

Salary:

Your CTC (Cost to Company) will be 2500000.00 INR per annum.

You will be eligible for a performance bonus of 15% which is subject to individual and company financial
performance.

All other terms and conditions of employment are contained in the enclosed terms and conditions of
employment, which includes an Intellectual Property Assignment Deed (“IP Deed”). This offer letter along with

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

the said terms and conditions and the IP Deed are part and parcel of your employment contract and are
required to be executed by you prior to the commencement of your employment with the Company.

By accepting this offer, you agree and consent to the Company undertaking a background check (either by
itself or through third-party agencies) and processing and storing your personal information or sensitive data,
for the purpose of your employment with the Company.

If the terms and conditions set out herein are agreeable, you are required to countersign and return a copy of
this letter and the enclosed terms and conditions of employment as your acceptance within 3 (three) days.
This offer shall automatically stand withdrawn if we do not receive your written acceptance on or before the
aforementioned timeline. Contents of this offer letter are confidential and must not be disclosed or discussed
with any other person or entity

We look forward to you joining the Company.

If you have any questions, please do not hesitate to contact the undersigned.
Thanking You,

Signed for and on behalf of Lockstep Network India Private Limited

Veekshith Rai
VP Growth Product
10 August 2023

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

TERMS AND CONDITIONS OF EMPLOYMENT

1. INTRODUCTION

1.1. This document outlines the terms and conditions of employment between you, the employee, and the
Company. Your contract of employment with us consists of:

(i) your offer letter, which contains the terms that apply to your role;
(ii) these terms and conditions of employment and the IP Deed set out in Annexure I, which apply to all
employees; and
(iii) Any policies/rules/regulations/by-laws/procedures or Code of Conduct formulated by the Company,
from time to time (“Company Policies”).

1.2. These terms and conditions of employment, and the offer letter set out the entire agreement and
understanding between you and the Company regarding the terms of your employment (“ Agreement”) and
supersede all prior discussions between you and the Company and all statements, representations, terms
and conditions, warranties, guarantees, proposals, communications, promises and understandings whenever
given and whether orally or in writing and any other contracts of employment (oral or written) which you have
had with the Company. Where there is any difference or conflict between the provisions in these terms and
conditions and your offer letter, these terms and conditions will prevail.

1.3. In carrying out your duties and responsibilities, it is your responsibility to familiarize yourself with and
make sure you fully understand the Company Policies. You agree that you shall comply with all Company
Policies currently in effect and any amendments that may take place, copies of which shall be made available
to you from time to time, including those set out in the Company Employee Handbook. You agree and
acknowledge that this clause is not intended to, and does not, create any binding obligation on the Company
to provide you with any benefits conferred under any of the Company Policies. You hereby acknowledge that
a copy of the Company Policies, in effect on the Effective Date (defined hereinafter), have been delivered and
explained by the Company to you and you agree to undertake the responsibility of promptly disclosing to the
Company any transactions or matters which are, or may be, in contravention of the said Company Policies.
The Company Policies are subject to change from time to time and you are required to keep up to date with
any such changes.

2. COMMENCEMENT

2.1. Start Date: Your employment with the Company will be effective as of DOJ 09 October
2023 (“Effective Date”), and shall continue to remain in force and valid unless terminated in accordance with
the provisions of this Agreement.

2.2. Probationary Period:

2.2.1. Your employment shall be subject to a 3 month's probationary period from the Effective Date, during
which period your performance and suitability thereof for continued employment with the Company will be
assessed in accordance with the terms and conditions set out in this Agreement. The Company may extend
your probationary period if deemed necessary.

2.2.2. The probationary period will result in termination/confirmation of your employment, based on your

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

performance. Confirmation will be subject to your maintaining a minimum level of performance (the
parameters of which will be shared with you at regular intervals). The decision of the Company in respect of
confirmation of your employment with the Company, extension of the probationary period or termination of
your employment during or upon expiry of the initial or extended probationary period, shall be final and shall
not be subject to challenge.

2.2.3. In case of non-performance, you will be given a fair chance and opportunity under the Performance
Improvement Plan, as a part of the Company’s performance management system, to improve your
performance. Notwithstanding, the Company reserves the right to terminate your services at any point of time,
during the probationary period, by serving 1 month’s notice period or by paying fixed salary in lieu of such
notice.

In case you decide to resign during the probationary period, you will be required to serve a mandatory 1
month's advance notice. Upon your request for an early release or otherwise, the Company may at its sole
discretion waive such notice requirement, partly or in full and shall pay to you fixed salary for the notice period
served and / or waived off, as the case maybe. However, if you choose to resign from the services of the
Company and do not intend to serve the notice period provided herein as per Company’s requirements, the
Company may: (i) deduct a sum equal to the fixed salary payable for the shortfall in the notice period, from
the full and final settlement amount payable to you in accordance with this Agreement and the applicable
laws; and/or (ii) exercise the right to initiate appropriate legal proceedings against you for such contractual
breach and seek relief as may be appropriate.

3. JOB TITLE, DUTIES AND PLACE OF WORK

3.1. Job Title

You shall be employed in the role and job title set out in your offer letter and you shall, inter-alia, be
responsible for the task as set out in the onboarding documents, a copy of which shall be shared with you at
the time of joining.

3.2. Duties

You will be expected to carry out duties appropriate to your role. Upon giving prior notice to you, the Company
may alter these duties from time to time and such alteration will not constitute a breach of the terms of this
employment. You may, from time to time, be required to carry out other or additional duties, depending upon
the requirements of the business. Therefore, you hereby agree and acknowledge that you may be required to
assume additional or special duties as circumstances may require.

3.3. You consent to the Company monitoring and recording any use that you make of the Company’s
electronic communications systems for the purpose of ensuring that the Company’s rules are being complied
with and for legitimate business purposes. You also agree that you will comply with any electronic
communication, information systems and social media policies contained in the Companies Policies or
elsewhere from time to time.

3.4. If you are required to drive whilst on Company business, you must be in possession of a valid driving
license, appropriate insurance and must drive carefully with due regard to road safety and legal requirements.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

3.5. You will be responsible for keeping safe and in good condition and will truly and faithfully account for
and deliver to the Company, all Company material entrusted to you, including, but not limited to, all monies,
securities, cellular phones, laptop, car and other equipment and other property belonging to the Company
which you may receive for, from or on account of the Company (“ Company Property”). In the event of any
damage or loss to the Company Property entrusted to you, you shall be liable for the same and the Company
reserves the right to deduct the cost of such articles from your compensation or take such other action that it
may deem appropriate.

3.6. Place of Work

You will be required to work remotely / virtually. However, for the purposes of any statutory service
conditions, you shall be governed by the laws applicable to Company’s office Location(s).

4. REMUNERATION

4.1. Amount of salary

You will be entitled to salary as specified in your offer letter and shall be deemed to accrue from day to day
but shall be paid in equal monthly instalments in arrears as per the Company’s payroll cycle and shall include
all statutory benefits payable to you under applicable laws. The salary structure may be amended and/or
revised from time to time in writing by the Company, pursuant to discussions and mutual understanding with
you.

4.2. Deductions

The Company may deduct from the salary, or any other sums owed to you, any money owed to the Company
including any Group Company. It is clarified that all payments made to you shall be subject to deduction of tax
at source and the social security contribution, as may be applicable to you from time to time under the laws of
India. It is further clarified that the responsibility for making the requisite income tax filings and responding to
any queries and questions from the Indian tax authorities shall vest solely with you, and the Company will not
be responsible for any tax filings in respect of your income in India.

For the purposes of this Agreement, “Group Company” shall mean any parent company and/ or subsidiaries
of the Company including any associated or affiliated company/ companies that directly or indirectly Control or
are controlled by the Company or in any entity in which the Company holds fifty percent (50%) or more equity
or voting interest.

“Control” shall mean, with respect to the Company, any circumstance in which the Company is controlled by
or is controlling another person by virtue of the latter person or the Company (as the case may be) controlling
the composition of the board of directors or owning the largest or controlling percentage of the voting
securities of such person or by way of a contractual relationship or otherwise.

5. HOURS OF WORK

5.1. Your hours of work are as set out in the offer letter.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

5.2. Variation of Working Hours

You shall not have any automatic right to vary your normal working hours, but we might consider requests for
flexible working, part time working or job sharing in line with the business needs and as per the Company’s
sole discretion.

6. HOLIDAYS

6.1. Earned Leave, Sick Leave and Other Leave

You shall be entitled to any leave in accordance with the Employee Handbook/ Policies which may be
amended from time to time.

6.2. In case an employee proceeds on leave without permission and approval for a period of more than 7
working days then it will be considered as a serious misconduct and will be considered as grounds for
termination.

6.3. If there is unauthorized absence and there is no attempt from you to inform your manager or HR for
continuous 7 working days, it will be presumed that you have absconded from/abandoned the services, and
the Company will take necessary steps as per applicable laws to relieve you from its services.

7. TERMINATION OF EMPLOYMENT

7.1. Disability

If, during the period of your employment, you become physically or mentally disabled in the determination of a
physician appointed or selected by the Company, or, if due to any physical or mental condition, you become
unable for a period of more than 120 (one hundred and twenty) consecutive working days during any 12
(twelve) month period to perform your duties on substantially a full-time basis, as determined by a physician
designated by the Company, the Company may, at its option and in accordance with applicable laws,
terminate your services by giving you 60 (sixty) days prior written notice or fixed salary in lieu of such notice.
In the event of such termination, you shall be entitled to receive any outstanding remuneration that would be
payable to you up to the date of termination.

7.2. Retirement

You shall automatically retire from the Company on attaining the age of 60 (sixty) years and this Agreement
shall be terminated thereafter. The Company may, subject to discussion with you and your acceptance in this
regard, extend the term of your appointment beyond the age of 60 years for such period as may be mutually
agreed by and between you and the Company.

7.3. Termination with Cause

Notwithstanding anything else in these terms and conditions of employment, the Company may dismiss you
with immediate effect without giving any notice or making a payment in lieu of notice, if a Cause has been
established against you. For purposes of this Agreement, the term “ Cause” shall mean:

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

7.3.1. any material breach by you of the provisions of this Agreement or refusal or neglect to comply with
any reasonable and lawful directions of the Company, and such material breach or failure not having been
remedied within 15 (fifteen) days upon receipt of a notice in writing thereof being given to you by the
Company;

7.3.2. fraud, theft, bribery, gross malfeasance, misconduct on your part, including, without limitation,
conduct of a felonious or criminal nature, conduct involving moral turpitude, gross negligence, corruption,
forgery, embezzlement, data security breach, misuse of Confidential Information (defined below) working
under the influence of any drug or alcohol, breach of Company’s policies, or misappropriation of assets of the
Company;

7.3.3. conviction of any criminal offence, including, without prejudice to the generality of the foregoing, any
offence under any enactments relating to insider trading.

7.3.4. harassment, including sexual harassment, committed against any person at the Company’s
workplace or during any online interaction through virtual means of communication. For this purpose, ‘sexual
harassment’ and ‘workplace’ shall have the same meaning as is ascribed to them under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013;

7.3.5. any wilful act or omission on your part that adversely impacts (financial or otherwise) the business or
reputation of the Company or Group Companies; and

7.3.6. application filed and admitted of any bankruptcy/insolvency proceedings against you.

Provided that termination for Cause (except in case of Clauses 7.3.1, 7.3.3 and 7.3.6) shall only be initiated
upon such Cause having been established pursuant to an internal inquiry held by the Company in this regard
at which you shall be provided with a fair hearing to defend the allegations made against you, unless it is
deemed impractical or impossible for you to attend or provide information to any such hearing.

7.4. Termination without Cause

Notwithstanding the above, your employment hereunder may be terminated by the Company at any time
during the term of your engagement with the Company, for any reason; provided that the Company shall
serve at least 60 (sixty) days advance written notice of termination of your employment or pay fixed salary in
lieu of such notice period.

7.5. Resignation

You may resign by serving 60 (sixty) days prior written notice to the Company. Upon your request for an early
release or otherwise, the Company may at its sole discretion waive such notice requirement, partly or in full
and shall pay you fixed salary for the notice period served and/or waived off, as the case maybe. However, if
you choose to resign from the services of the Company and do not intend to serve the notice period provided
herein as per Company’s requirements, the Company may: (i) deduct a sum equal to the fixed salary payable
for the shortfall in the period of notice, from the full and final settlement amount payable to you in accordance
with this Agreement and the applicable laws; and/or (ii) exercise the right to initiate appropriate legal
proceedings against you for such contractual breach and seek relief as may be appropriate.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

7.6. The Company’s right to terminate your employment applies irrespective of any benefits you might
otherwise enjoy under or forfeit as a result in respect of insurance coverage or other benefits. No term in any
such scheme or insurance policy shall override or preclude the ability of the Company to terminate this
Agreement at any time and for any reason and in all such cases the Company will not be liable for any
compensation or payments that may have been made under such scheme or benefit. Any such payment will
be subject to applicable tax deductions.

7.7. Garden Leave

Once either one of us has served notice to terminate this Agreement, the Company shall be entitled, at its
absolute discretion, to expect you to remain in its employment for the whole or part of your notice period.
During your notice period, we may require you to take garden leave for all or part of the notice period and may
exclude you from any of our premises. During such garden leave which shall be in force during your notice
period, we shall not be obliged to provide you with any work to complete or duties to fulfil, however, you shall
continue to be an employee of the Company and make yourself available to provide services as and when/ if
required by the Company. During the garden leave period, the contractual obligations of each of us (including
but not limited to our obligation to pay you or provide you with your contractual benefits) shall continue
unaffected. During the garden leave period, you shall remain bound by this Agreement, shall remain on the
payroll of the Company until the notice period is completely served and will not be able to work for any other
employer/entity.

7.8. Obligations on Cessation of employment

7.8.1. Return of Company Property: Upon cessation of your employment or as directed by the Company
during your employment tenure, you shall deliver to the Company all Company Property including Confidential
Information (defined below) and Intellectual Property (defined below) and other information of every
description, including copies, (on whatever media and wherever located) within your possession or control
relating to the business or affairs of the Company or any Group Company.

7.8.2. You shall disclose to the Company a full list and details of any and all client or prospective client or
other business contacts you have made and/or developed on social networking sites (including LinkedIn) in
the course of your duties during your employment and/or whose details are held on any electronic devices
owned and/or in any internet, email or social media account managed by you, following disclosure of which
you shall irretrievably delete such contact details, any Confidential Information and any other information
relating to the business of the Company or any Group Company stored on any electronic media or drive or in
any internet, email or social media account and all matter derived from such sources which is in your
possession or under your control outside the Company’s premises.

7.8.3. In addition to the above, you shall also identify and provide the Company with the details of all
Intellectual Property you have solely or jointly conceived or developed or reduced to practice or have caused
to be conceived or developed or reduced to practice, during the term of your employment, which has not been
disclosed to the Company during the term of your employment.

7.8.4. If requested, you will share a signed statement confirming that you have complied with this obligation
and permit the Company to inspect your personal electronic devices and internet, email or social media
accounts to ensure such compliance.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

8. DISCIPLINARY AND GRIEVANCE PROCEDURE

You shall comply with all rules and policies set out in the Company’s Policies and relating to the Company’s
disciplinary and grievance procedures.

9. DEDUCTIONS FROM PAY

9.1. Right to Deduct

Subject to applicable laws, you hereby authorize the Company to, at any time during your employment or in
any event on cessation of employment (however arising), deduct from your remuneration any monies due
from you to the Company or Group Company, including without limit any outstanding loans, advances,
relocation expenses, overpaid salary, the cost of repairing any damage or loss to Company Property caused
by you, overdrawn leave entitlement and any other monies owed to the Company or any Group Company.

9.2. Overpayment of Salary

If, at any time during or after your employment ceases, you receive any overpayments of salary, you hereby
agree to return the said overpayment of salary/ reimburse the Company immediately. In case you do not
return the overpayment within 2 weeks, then the Company reserves the right to take appropriate action as per
law.

10. CONFIDENTIALITY

10.1. During your employment you will be privy to Confidential Information and Intellectual Property which
is defined below:

“Confidential Information” means and includes all information which is confidential and proprietary to the
Company and the Group Company in written, representational, electronic, verbal or other form disclosed to or
obtained by you from the Company and/or such third parties, whether (without limitation) in graphic, written,
electronic or machine readable form on any media or orally and whether or not the information is expressly
stated to be confidential or marked as such and includes, but is not limited to information of value or
significance to the Company and / or its competitors (present or potential) such as:

10.1.1. Intellectual Property (defined below) including information relating thereto or any part thereof the
Company;

10.1.2. data of past, and present customer / agent / licensees (whether in India or abroad) of the Company
including their names and the names of their directors, officers and employees and their respective
addresses, sales figures and sales conditions of the Company; also to include any internal data belonging to
our past, present customer/ agent/ licensee (whether in India or abroad);

10.1.3. policies and procedures, information relating to processes, technologies or theory and technical data
used in conducting the business, including details as to the procedures and strategies, the fees, discounts,

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

commissions and other credits of the Company;

10.1.4. business data, business plans, including data relating to new products, projects, services, promotion
campaigns, plans for future development, co-developer identities, business records, project records, market
reports, pricing agreements and joint ventures in which the Company is involved;

10.1.5. all data in respect of executives of the Company i.e. details of compensation including but not limited
to employee stock options, performance-based incentives and benefits and commission;

10.1.6. research and development data relating to the business;

10.1.7. financial data, in particular, concerning budgets, fees and revenue calculations, costs, financial
statements, costing, profits, profit margins, profit expectations and inventories of the Company;

10.1.8. information received by the Company from third parties under an obligation of confidentiality;

10.1.9. any information derived from any of the above; or

10.1.10. any copies of the abovementioned information; but does not include information that is:

a) part of public knowledge prior to or after the time of the disclosure (provided it was not made available
to the public as a result of a prohibited disclosure); or
b) already known or already in your lawful possession as of the date of its disclosure by the Company of
such Confidential Information; or
c) the subject of any court order or as required to be disclosed to a governmental authority.
Notwithstanding the above, the definition of Confidential Information shall also include the definition of
‘confidential information’ as provided under any Company Policies, as may be applicable.

“Intellectual Property” shall mean information, all works of authorship including computer programs,
architecture, documentation, designs, files, records, data, domain names, inventions, discoveries,
improvements, technology, manufacturing process, technical know-how, algorithms, trade secrets, trade
names, trade dress, trademarks and service marks, formula, pattern, compilation, program, data bases, data
compilations, and collections, technical data, device, method technique, or process that derives independent
economic value, actual or potential, from being not generally known to, and not being readily ascertainable by
proper means by, other persons who can derive economic value from its disclosure or use, including but not
limited to the patented information and processes as well as the unpatented information and processes
comprising, underlying, arising from, and associated with the Company or Group Companies; and shall also
include any and all instantiations of the foregoing, whether or not patentable or registered or registrable under
copyright or similar laws, that are either jointly conceived/developed/reduced to practice/caused to be
conceived / developed / reduced to practice, during your period of employment with the Company.

10.2. Restrictions on use of Confidential Information

Except in the proper course of your duties and obligations as set out in this Agreement or as required by law,
you must not at any time during your employment or after its cessation:

10.2.1. use, communicate or disclose /divulge, copy, publish, summarize or communicate or exploit any

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

Confidential Information which you receive or obtain during your employment with the Company but may
disclose the same, pursuant to express permission of the Company, to consultants and/or its employees who
are required to have information in order for such consultants/employees for carrying out their obligations in
respect of the conduct of the business, provided that such consultant / employees are subject to such
non-disclosure and confidentiality obligations as may be agreed in writing with the Company;

10.2.2. make copies, notes or memoranda of any Confidential Information;

10.2.3. use or permit the use of any copies, notes or memoranda of Confidential Information; and

10.2.4. indulge in data theft, damage to data, unauthorized disclosure, destruction, or corruption, including
without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable
information or confidential corporate information in whatever form, transmission of a computer virus or other
type of malicious code.

10.3. You shall keep the Confidential Information in secure condition and render all assistance required by
the Company to prevent and safeguard against improper use of the Confidential Information. Further, you
shall, on being directed by the Company, immediately return the Confidential Information (originals as well as
copies) furnished by the Company or its Group Company without retaining any copies thereof. All analyses,
compilations, data, studies or other documents prepared by the Company or its Group Company shall be
destroyed on the Company's written direction to that effect.

10.4. You must also use your best endeavours to prevent the use or disclosure of Confidential Information
by others. These restrictions will continue to apply after the termination of your employment without limit in
time unless and until such information comes within the public domain other than through your or others'
default. All Confidential Information and any copies note, or memoranda of Confidential Information shall be
the property of the Company and shall be returned to the Company upon request at any time. The disclosure
of the Confidential Information to you shall not be deemed to confer any rights on you in respect of such
Confidential Information or otherwise other than as provided herein. You hereby agree and confirm that all the
Confidential Information is confidential, proprietary and valuable to the Company.

10.5. You represent that this Agreement is not in breach of any agreement to keep in confidence
proprietary information, knowledge or data acquired by you in confidence or in trust prior to your employment
by the Company. You further represent that you will not use (whether for the benefit of the Company or
otherwise), disclose to the Company, or induce the Company to use, any confidential or proprietary
information or material belonging to any previous employers or others, while rendering your duties under this
Agreement.

10.6. You hereby acknowledge and agree that damages alone would not be an adequate remedy for any
breach of the provisions of this Clause 10 and, accordingly, without prejudice to any and all other rights or
remedies that the Company and/or its customers may have against you, the Company and/or its customers,
as the case may be, shall be entitled; without proof of special damage, to the remedies of temporary or
permanent injunction, specific performance and other equitable relief for any threatened or actual breach of
the provisions of this Agreement.

11. NON-COMPETE, NON-SOLICITATION, INFORMATION SECURITY AND INTELLECTUAL

PROPERTY

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

11.1. Non-Compete Covenant:

11.1.1. You hereby acknowledge and agree that your services and the nature of the Company’s business are
such that if you were to become employed by, or substantially involved in the Covered Business (defined
below) or with the business of a competitor of the Company, such employment or involvement would present
a risk of actual disclosure of the Company's (and the Group Company’s) and Confidential Information.

11.1.2. Thus, in order to ensure that the goodwill related to the business of the Company is protected, and to
avoid misappropriation of the Company's trade secrets and Confidential Information, you hereby agree that,
during the term of the employment with the Company and for 18 (eighteen) months thereafter, you shall not
directly or indirectly engage in (whether as an employee, trustee, consultant, principal, agent, proprietor,
principal, partner, major stockholder, corporate officer, director or otherwise), nor have any ownership interest
in, nor participate directly or indirectly in the financing, operation, management or control of, any person, firm,
corporation or business in India, that is competitive with the Company’s or Group Company’s current business
activity (other than investments in professionally managed funds over which you, your affiliates, family
members, relatives, friends and other associates do not have Control or discretion in investment decisions
and investments in publicly traded companies, so long as the your beneficial ownership does not exceed 2%
of the public company's outstanding voting stock). You shall promptly disclose to the Company regarding any
existing interest in or any directorship, partnership or similar position that you may have in any other business,
which competes with the whole or any part of the current business of the Company.

11.1.3. You agree that the non-compete restrictions as set out under this Clause 11.1, shall also apply in the
event you are engaged in the software industry or providing consultancy services to an entity engaged in the
Indian business software industry.

11.2. Non-Solicitation Covenant: You hereby covenant and agree that you shall not, directly or indirectly,
whether on your own behalf or on behalf of you in conjunction with any person, firm, partnership, joint venture,
association, corporation or other business organisation, entity or enterprise whatsoever, you will not engage
in the following acts during the Restrictive Period for a period of 18 (eighteen) months thereafter:

11.2.1. directly or indirectly assist, promote or encourage any existing or potential customers, clients, or
vendors of the Company or any Group Company, as well as any other parties which have a business
relationship with the Company or a Group Company, to terminate, discontinue, or reduce the extent of their
relationship with the Company or a Related Entity;

11.2.2. directly or indirectly enter into negotiations or solicit business of the same or similar nature as a
Covered Business (defined below), from any person or entity which is or may be a customer or client or
supplier or agent of the Company or Group Companies with whom you had dealings or contact with during
your employment with the Company; and

11.2.3. solicit, induce, recruit, interview, attempt to hire or encourage, call upon, an employee of the
Company or any of its Group Companies for the purpose of, or with the intent of soliciting such employee
away from or out of the employment of the Company or any of its Group Companies, or employ or offer
employment to any individual who was or is employed by the Company or any of its Group Companies unless
such individual shall have ceased to be employed by the Company or any of its Group Companies for a
period of at least 12 (twelve) months prior thereto.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

11.3. For the purposes of this offer letter and terms and conditions, “ Restrictive Period” means the duration
of your employment from the Effective Date up to the date of cessation of your employment as per the terms
of this offer letter and terms and conditions. Further, “Covered Business” shall mean any business which is
the same as, or like any business conducted by the Company or its Group Companies at any time during the
Restrictive Period.

11.4. You agree that the restrictions contained in Clause 11.1 and 11.2 are reasonable and intended to
protect the respective legitimate business interests of the Company. You agree to waive all defences to the
reasonableness of such restrictions.

11.5. Information Security: You are required to read, understand, sign and agree to abide by any
information security policy of the Company and the responsibility shall rest with you for reading and adhering
to the policies notified to you on an ongoing basis. You shall not (except in the normal course of the
Company's business) publish any article or statement, deliver any lecture or broadcast or make any
communication to the press or on social media, including magazine publication relating to the Company's
products or to any matter with which the Company may be concerned, unless you have previously applied to
and obtained the written permission from the Company. However, this restriction will not be applicable, if you
undertake the activities referred to herein for the enhancement of the image of the Company and for the
promotion of the products of the Company. You shall be required to maintain utmost secrecy in respect of the
Company’s Confidential Information and Intellectual Property, including project documents, commercial offers,
design documents, project cost and estimation, technology, Company’s remuneration and compensation
policy and Company’s patents and trademark.

11.6. Intellectual Property: You hereby agree and acknowledge that all Intellectual Property, including
intellectual property which you may solely or jointly conceive or develop or reduce to practice or cause to be
conceived or developed or reduced to practice, during your employment with the Company, shall belong to
the Company absolutely and the Company alone, at its sole discretion, shall have the right to exploit any and
all of the said rights by any means throughout the world during and after the Restrictive Period in perpetuity.
You hereby agree to retain documents created during the course of and in conjunction with the creation of all
Intellectual Property made by you (solely or jointly with others) during the term of your relationship with the
Company. The records include notes, sketches, drawings, works of original authorship, photographs,
negatives or digital images or in any other format that may be specified by the Company. The records will be
available to and remain the sole property of the Company at all times. To the extent that such Intellectual
Property does not vest in the Company, you hereby assign to the Company, in perpetuity, all rights, title and
interest that you may have or may hereafter acquire in the Intellectual Property on a worldwide basis,
including but not limited to all copyright, patents, trademark and other Intellectual Property rights therein and
such assignment shall not be subject to any limitations or restrictions as to the territory, duration or usage of
assigned intellectual property. The assignment of rights envisaged herein shall extend to all existing and
future intellectual property for all manners of exploitation whether now known or that may be known or created
at any time in the future.

11.7. You shall not have nor claim any right in any of the aforementioned Intellectual Property in any
manner whatsoever. You will not directly or indirectly, in any manner whatsoever, at any time violate or
infringe the intellectual property rights of the Company. You agree that the aforementioned assignment shall
not lapse or revert in any manner irrespective of whether or not such Intellectual Property is used by the
Company or not.

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

11.8. You hereby irrevocably and unconditionally waive any and all moral rights or any rights of similar
nature under any law in any jurisdiction in and to any and all material written, created or devised by you
whether solely or jointly and pertaining specifically to the operation or business of the Company or resulting
from or suggested by anything which you shall have done pursuant to your appointment with the Company.

11.9. You shall do all acts, deeds and things including execution of necessary documents without charge or
compensation but at the cost of the Company for fully and effectively vesting in the Company the rights in any
Intellectual Property you solely or jointly conceive or develop or reduce to practice or causes to be conceived
or developed or reduced to practice, during the term of your employment. You hereby agree and
acknowledge that if the Company is unable, after a reasonable effort, to obtain your signature on any
trademark application, letter patent, copyright application, assignment or other analogous protection relating
to an Intellectual Property, this Agreement appoints the Company as your attorney-in-fact to execute and file
such application(s) and to do all other lawfully permitted acts to further the prosecution, issuance, and (in
Company’ discretion) assignment of trademarks, letters patent, copyrights, or other analogous protection with
the same legal force and effect as if executed by you.

11.10. In the event that the Company initiates or defends any legal action with regard to enforcing its
Intellectual Property rights, you shall cooperate fully with the Company at the cost of the Company in the
prosecution or defence of such action, both during or after the cessation of your employment hereunder and
you agree to make yourself available for the aforesaid purpose.

11.11. Prior to the commencement of your employment with the Company, you shall execute and submit, to
the Company, the IP Deed annexed under Annexure I to this Agreement wherein you shall set out a list of all
intellectual property (such as works of authorship including computer programs; designs; domain names;
inventions; discoveries; technology; manufacturing process; technical know-how; trade secrets; trade names;
trade dress; trademarks and service marks; formula, pattern, compilation, program, data bases, data
compilations, and collections; technical data; device, method technique, or process; as well as improvements
to the same, etc.) that you have, alone or jointly with others, created prior to the commencement of your
employment with the Company which you consider to be your sole property or the property of third parties
and which you wish to have excluded from the scope of this Agreement (collectively referred to as “ Prior IP”).
If no such disclosure is provided in the IP Deed, you represent and acknowledge that there is no Prior IP.
Further, you shall not incorporate or use any Prior IP in the course of your relationship with the Company,
unless prior written consent is provided by the Company,

12. VARIATION OF TERMS

No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall
be effective unless made in writing and signed or initialed by all signatories to this Agreement.

13. DATA PROTECTION

In accordance with the prevailing data protection laws in force, you agree and consent to the Company
collecting, using, storing, and transferring (if required) your personal information or sensitive data, for the
business of the Company. Further details shall be provided in the privacy notice.

14. PRESS AND MEDIA INTERVIEWS

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

You may not give any interview to, or take part in any discussion or conversation (including blogs) with the
press, radio or television bodies regarding any aspect of the Company’s business without first contacting the
Corporate PR Team for advice and approval.

15. ANTI-DISPARAGEMENT

15.1. At any time during the Restrictive Period or thereafter, you promise and agree not to make or induce
any other person to make derogatory or disparaging statements (whether or not you believe the statements to
be true) of any kind, oral or written, regarding the Company or Group Companies, partners, directors, officers,
employees, clients or agents, to any person or organisation whatsoever, including on social media and instant
messaging platforms.

15.2. Employees must abide by and respect Intellectual Property and copyright, advertising standards,
privacy, fair use, data protection, disclosure and confidentiality, consumer protection, freedom of information,
financial disclosure and business performance and any other applicable laws which may affect their activity
on social media or instant messaging platforms.

15.3. For the purposes of this Agreement, the term “social media” includes (but is not limited to) blogs,
microblogs (for example, Twitter), podcasts, wikis, message boards, online communities and forums, social
networking websites (for example, LinkedIn and Facebook), social bookmarking and content sharing
websites, virtual worlds and all user-generated content (for example, YouTube, Instagram, Snapchat and
Flickr). Social media also includes the Company’s own internal forum ‘Chatter’. Further, the term “instant
messaging platforms” includes (but is not limited to) instant messaging platforms such as WhatsApp and,
internally, Skype for Business and Jabber.

16. EXCLUSIVITY, CONFLICT OF INTEREST AND OTHER BUSINESS INTERESTS

16.1. You are required to devote your full time and attention to working exclusively for the Company, and
agree that you will not work for any other employer or engage in any other activity (paid or unpaid), unless
you have consent in writing from the VP of your business area.

16.2. You shall immediately notify us of any actual or potential conflict of interest that you have. In the
event that a conflict of interest exists or arises, you shall comply with any instructions or procedures that the
Company issues in order to safeguard, avoid or bring to an end such conflict of interest. For further
information on what constitutes an actual or potential conflict of interest, please refer to the Conflicts of
Interest Policy.

17. MONITORING

17.1. Emails
We have certain rights to access (in appropriate circumstances) emails and any other information stored by
you on Company Property. We shall provide the full details by providing a copy of Our Monitoring Policy to
you.

17.2. Telephone Calls

It is a requirement of certain roles that telephone calls are recorded from time to time to monitor quality. This

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

may also be used for training and to assist with any complaint handling which may be required.

18. THIRD PARTY RIGHTS

No person other than a party to these terms and conditions of employment may enforce any of its terms.

19. CODE OF CONDUCT

The Company’s Code of Conduct sets out the business standards expected by the Company and provides a
clear set of rules for all employees. It is your responsibility to familiarise yourself with and fully understand the
Code of Conduct. The Code of Conduct constitutes a code of good practice. It is subject to change from time
to time and you are required to keep up to date with any such changes. Any breach of the Code of Conduct
will be dealt with through the Company’s disciplinary procedures and may result in disciplinary action, up to
and including dismissal.

20. MISCELLANEOUS

20.1. Continued Assistance in Litigation and Other Proceedings. You shall, upon reasonable notice, furnish
such information that you may be privy to and render such assistance and co-operation to the Company as it
may reasonably require in connection with any litigation or other proceedings in which it is, or may become, a
party either during or after cessation of your employment, such litigation or proceedings having arisen out of
any matter to which you have been privy to.

20.2. Waiver. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or
by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single
or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the
right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by either
you or the Company who is sought to be bound.

20.3. Severability. If any provision of this Agreement shall be found to be unenforceable, invalid or illegal
for any reason (including any change in applicable law) by a court of competent jurisdiction, the enforceability
of other provisions hereof shall be unaffected by such unenforceability or invalidity or illegality. The illegality,
invalidity or unenforceability of any provision in any particular circumstance shall not affect its legality, validity
or enforceability
20.4. in other circumstances. Following the determination that any provision of this Agreement is
unenforceable, you and the Company shall negotiate in good faith a new provision that, as far as legally
possible, most nearly reflects the intent of you and the Company and that restores this terms and conditions
of employment as nearly as possible to its original intent and effect.

20.5. Survival. The provisions of this Agreement, which by their nature are intended to survive the
termination or expiration of this Agreement, including without limitation, the provisions of Clause 10
(Confidentiality), Clause 11 (Non-Compete, Non-Solicitation, Information Security and Intellectual Property),
Clause 13 (Data Protection), Clause 15 (Anti-Disparagement), Clause 20 (Miscellaneous) and Clause 21
(Governing law and Jurisdiction) shall survive termination of this Agreement.

20.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of such shall

Lockstep Network India Private Limited

DocuSign Envelope ID: 096F5D50-5873-433B-97FB-9CC3EB9C9298

together constitute one and the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures of all the parties reflected hereon
as the signatories. The delivery of signed counterparts by electronic mail in “portable document format” (“pdf”)
or JPEG format shall be as effective as signing and delivering the counterpart in person.

21. GOVERNING LAW AND JURISDICTION

The validity construction and performance of this Agreement will be governed by the laws of India.This
Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts at 1st
and 2nd Floor, Sky Loft Creaticity Mall, Shastrinagar Yerwada, Pune, Maharashtra, 411006.

Signed for and on behalf of Lockstep Network India Private Limited

Veekshith Rai
VP Growth Product
10 August 2023

Employee:

Signed …………………………………………….

Dated ……………………………………………

Lockstep Network India Private Limited