IOTECHWORLD ESOP SCHEME 2021

Privileged & Confidential

TABLE OF CONTENTS

S.No. Particulars Page No.

1 General 3
2 Purpose and Objectives 3
3 Definitions 3
4 Term of Scheme and Options 8
5 Shares Subject to the Scheme 8
6 Eligibility for Grant of Options 9
7 Maximum quantum of Options per Optionee 9
8 Administration of the Scheme 9
9 Effect of decisions 11
10 Grant of Options 11
11 Limitations of an Optionee 11
12 Vesting of Options 12
13 Exercise of Options 12
14 Methodology of Exercise of Options 13
15 Special Cases of Exercise of Option 14
16 Beneficiary nomination 16
17 Non-transferability of Options 16
18 Exit Options 17
19 Lock-in Period 19
20 Terms and Conditions of the Shares 19
21 Adjustments of Option for Corporate Actions in the Company 19
22 Amendment or Termination of the Scheme 20
23 Conditions Upon Issuance of Shares 21
24 Reservation of Shares 22
25 Incidence of Tax on Options and the Shares 22
26 Other Terms 22
27 Severability 23
28 Governing Law and Jurisdiction 23

Page 2 of 23
 Privileged & Confidential

1. General

1.1 IoTechWorld Avigation Private Limited (“Company”’), a company limited by shares,

incorporated and registered under the Companies Act, 2013 having its registered
office at Plot No.1643, Second Floor, Sector-52, Gurgaon, Haryana-122001, has
structured a Scheme for its eligible employees which shall be termed as
IoTechWorld ESOP Scheme 2021(“Scheme”). Itshall come into force on September
09, 2021 or on such other date as may be decided by the Board (defined
hereinafter).

1.2 The Scheme governs and applies to the grant of Options (defined hereinafter) to the
Eligible employees (defined hereinafter) whether now or hereafter existing and
other matters relating thereto.

1.3 The Optionee (defined hereinafter) shall keep the details of the Scheme (defined
hereinafter) and all other documents in connection thereto strictly confidential and
must not disclose the details with any of his peer, colleagues, or with any employees
and/ or associate of the Company (defined hereinafter) or that of its affiliates. In
case Optionee is found in breach of this Clause 1.3, the Company shall have the right
to terminate all agreements executed between the Company and the Optionee with
respect to the Scheme and all unexercised Options shall stand cancelled
immediately.

2. Purpose and Objectives

2.1 The purpose of this Scheme is to attract, reward and motivate the Employees for
high levels of individual performance and for unusual efforts to improve the
financial performance of the Company contributing to its success as well as to retain
them. The Scheme will enable them to participate in the long term growth of the
Company.

2.2 The object of the Scheme is to grant Options (defined hereinafter), at the discretion
of the Company, to the Eligible employees who are eligible and qualify under the
Scheme. Such Option(s) shall be convertible into Share(s) (as defined hereinafter) of
the Company and the Eligible employees holding such Option(s) shall be issued
Share(s) of the Company on Exercise of such Options by such Eligible employees.

3. Definitions

In this Scheme, unless inconsistent with the context or otherwise specified, the
following expressions or terms shall have the meanings indicated there against. The
terms not defined in this Scheme shall have the meanings as defined in the
Companies Act, 2013or in any statutory modifications or re-enactments thereof, as
the case may be.

Page 3 of 23
 Privileged & Confidential

Further, unless the context otherwise requires, words denoting the masculine
gender shall include the feminine gender and words denoting the singular shall
include the plural and vice versa.

3.1 “Applicable Laws” shall mean and include all applicable statutes, enactments, acts
of legislature or parliament, laws, ordinances, rules, by-laws, regulations,
notifications, guidelines, policies, directions, directives, orders and administrative
interpretations of any governmental or regulatory authority, tribunal, board or court
relating or applicable to the Scheme, including, without limitation, tax, securities or
corporate laws of India and any other laws which are applicable to the Company and
the Eligible employee.

3.2 “Beneficiary” shall mean the person, persons, trust or trusts designated by the
Participant or in the absence of any designation by the Participant, a person or
persons who is/ are entitled by the will of the Participant to receive the benefits
specified in the Scheme, the legal heirs of the Participant, if the Participant dies
intestate and includes the Participant’s executors or administrator, if no other
beneficiary is designated and able to act under the circumstances and such other
persons as may be added from time to time to the class of beneficiaries by notice in
writing and by the nomination form in the exercise of any powers conferred under
the Scheme or any other agreements forming part thereof.

3.3 “Board” shall mean the board of directors of the Company, from time to time.

3.4 “Cause” in relation to termination of an Employee’s employment with the Company

shall include: (i) Employee’s deliberate violation of any policy, procedures or
standards specified by the Company with respect to roles, responsibilities and
conduct of the Employee; (ii) Employee’s commission of any act of fraud,
embezzlement, dishonesty or any other willful misconduct or financial misdemeanor
that has caused or is reasonably expected to result in an injury to the Company; (iii)
unauthorized use or disclosure by the Employee of any proprietary or confidential
information or trade secrets of the Company or any other party to whom the
Employee owes an obligation of nondisclosure as a result of his or her relationship
with the Company; or (iv) Employee’s willful breach of any of his or her obligations
under any written agreement or covenant with the Company. The determination as
to whether an Employee is being terminated for Cause shall be made by the
Company and shall be final and binding on the Employee. The term “Company” will
be interpreted to include any Subsidiary.

3.5 “Competitor” shall mean any person or entity engaged in the same or similar
business as that of Company or any of their affiliates.

3.6 “Change in Control” shall be deemed to have occurred if any of the following occurs
with respect to the Company: (i) the direct or indirect sale or exchange in a single
transaction by the shareholders of the Company of more than fifty percent (50%) of

Page 4 of 23
 Privileged & Confidential

the voting shares of the Company; (ii) any merger, consolidation or other business
combination transaction of the Company with or into another corporation, entity or
person, other than a transaction in which the holders of at least a majority of the
shares of voting capital stock of the Company outstanding immediately prior to such
transaction continue to hold, directly or indirectly, (either by such shares remaining
outstanding or by their being converted into shares of voting capital stock of the
surviving entity) a majority of the total voting power represented by the shares of
voting capital stock of the Company (or the surviving entity) outstanding
immediately after such transaction; or (iii) the sale, exchange, or transfer of all or
substantially all of the assets of the Company. Provided, however, that none of the
following shall be considered a Change of Control: (a) a merger effected exclusively
for the purpose of changing the domicile of the Company, (b) an equity financing in
which the Company is the surviving corporation, or (c) a transaction in which the
stockholders of the Company immediately prior to the transaction own fifty percent
(50%) or more of the voting power of the surviving corporation following the
transaction.

3.7 “Company” shall mean IoTechWorld Avigation Private Limited.

3.8 “Committee” shall mean a committee, by whatever name called, that may be
appointed by the Board for the purpose of administering the Scheme in accordance
with and in the manner specified in the Scheme.

3.9 “Director” shall mean a member of the Board, whether whole-time or not.

3.10 “Eligible Employee” shall mean all classes of existing and future Employees or
other individuals, who are entitled to receive Options under the Applicable Law,who
fulfill the criteria and conditions set out in the evaluation process specified by the
Board or the Committee, as the case may be, from time to time, for grant of Options
under this Scheme.

3.11 ‘‘Employee’’ means-

a) a permanent employee of the company who has been working in India or
outside India; or
b) a director of the company, whether a whole time director or not but excluding
an independent director; or
c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside
India, or of a holding company of the company
but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through anybody
corporate, directly or indirectly, holds more than ten percent of the outstanding
equity shares of the company.

Page 5 of 23
 Privileged & Confidential

3.12 “Employment Duration” shall mean the time period equal to the duration of an
Employee’s employment with the Company starting from the date of joining and
ending on the last working day of such Employee with the Company.

3.13 “Exercise” shall mean making of a written application by an Optionee to the

Company for exercise of Option(s) granted to him, requesting the Company for issue
of Shares against Option(s) vested in him in pursuance of the Scheme and payment
of the Exercise Price for the Shares and applicable taxes, if any, in accordance with
this Scheme and the Letter of Grant.

3.14 “Exercise Date” shall mean the date on which the Optionee exercises his Vested
Options and in case of partial exercise, means each date on which the Optionee
exercises part of his Vested Options.

3.15 “Exercise Period”in relation to a Vested Option shall mean the time period within
which the Optionee should apply for Exercise of such Vested Options.

3.16 “Exercise Price” shall mean the price payable by an Eligible employee for Exercising
the Option granted to him under the Scheme and purchase of Shares, as specified by
the Board or the Committee, as the case may be, at the time Grant of the Options.

3.17 “FMV” ofthe Shares prior to listing on a recognized stock exchange shall mean the
fair market value of the Shares of the Company as determined by an independent
valuer, appointed by the Board or the Committee, as the case may be. Post listing of
the Shares on a recognized stock exchange, FMV shall mean the latest available
closing price, prior to the date of meeting of the Board or the Committee, as the case
may be, in which Options are granted/ Shares are issued, on the stock exchange on
which the Shares of the Company are listed. In case Shares are listed on more than
one stock exchange, then the stock exchange where there is highest trading volume
on the said date shall be considered.

3.18 “Grant” shall mean grant of Options to the Eligible employees by way of issuance of
a Letter of Grant by the Board or the Committee, as the case may be, pursuant to the
determination by the Board or the Committee, as the case may be.

3.19 “Letter of Grant” shall mean the letter issued to an Eligible employee by the Board
or the Committee, as the case may be, granting Option(s) and containing other
specific details such as the number of Options granted, Vesting Period, Exercise
Price, Exercise Period, if any, etc. The Scheme shall form an integral part of the Letter
of Grant.

3.20 “Liquidity Event” shall mean any of the following events pursuant to which an
Optionee is entitled to sell the Shares held (or to be acquired by it upon Exercise of
Options vested) by the Optionee:

Page 6 of 23
 Privileged & Confidential

(i) the consummation of a consolidation, merger, acquisition, reorganization or

other similar transaction (whether in one or a series of transactions) of the
Company; or

(ii) any binding offer from any person to acquire Shares (to be allotted to the
Optionee in lieu of the vested Options); or

(iii) a sale, lease, license or other transfer of over 50% (fifty percent) of the
securities or any significant block of assets of the Company; or

(iv) initial public offering of the securities of the Company; or

(v) such other event as may be specified by the Company and communicated so
to the Optionee in writing.

3.21 “Non-Performance” shall mean Employee’s failure to perform his or her duties and
responsibilities to the Company and shall include underperformance. The
determination as regards to Non-Performance of an Employee shall be made by the
Company and shall be final and binding on the Employee. The term “Company” will
be interpreted to include any Subsidiary.

3.22 “Option” or “Options” shall mean a stock option granted pursuant to the Scheme,
comprising of a right but not an obligation, granted to an Eligible employee under
the Scheme, to buy the Share(s) of the Company at the Exercise Price within the
Exercise Period, if any, prescribed by the Board or the Committee, as the case may
be, subject to the requirements of Vesting.

3.23 “Optionee” shall mean an Eligible employee holding an outstanding Option granted
pursuant to this Scheme.

3.24 “Permanent Total Disablement” shall have the meaning assigned to such term in
Employees Compensation Act, 1923 of India, as amended from time to time.

3.25 “Promoters”shall have the same meaning as ascribed to it under the Companies Act,
2013.

3.26 “Scheme” shall mean the IoTechWorld ESOP Scheme 2021, including all annexure
hereto.

3.27 “Shares” shall mean the ordinary equity shares of Company having a Face Value of
Rs. 10 (Rupees Ten Only) each.

3.28 “Subsidiary” shall mean a subsidiary of the Company, whether now or hereafter
existing as defined under the Companies Act, 2013.

Page 7 of 23
 Privileged & Confidential

3.29 “Vesting” shall mean the process or conditions by which an Eligible employee is
given the right to buy Shares of the Company at the Exercise Price against the Option
granted to such Eligible employee pursuant to and in accordance with the Scheme
and “vested” shall mean accordingly.

3.30 “Vesting Period” shall mean the time period between the date of Grant and the date
of Vesting of the Option granted to an Eligible employee pursuant to and in
accordance with the Scheme, as may be decided by the Board or the Committee, as
the case may be, at the time of Grant.

4. Term of Scheme and Options

4.1 The Scheme shall become effective in accordance with Clause 1.1 above. It shall
continue to remain in effect, unless terminated under Clause 20 of this Scheme, or
unless all the Options granted under the Scheme are exercised or have lapsed /
extinguished.

4.2 All Options which are vested with an Optionee but are not exercised will
automatically lapse and terminate at the end of the Exercise Period, if any prescribed
by the Board or the Committee, as the case may be, or otherwise provided in the
Scheme. The Options shall also lapse and terminate in accordance with Clause 15 of
the Scheme.

4.3 The approval of the shareholders of the Company by way of a separate resolution
shall be required by the Company in case of grant of Options to employees of
Subsidiary or the holding company of the Company.

5. Shares Subject to the Scheme

5.1 Subject to the provisions of Clause 19 of the Scheme, the aggregate number of Shares
that may be issued to the Eligible employees under the Scheme shall initially be
526or such other number of Shares as may be specified by the Board, from time to
time, to be included under the Scheme. The Shares may be authorized, but unissued.
If an Option expires or becomes un-exercisable for any reason without having been
exercised in full, the Shares that were subject thereto shall, unless the Scheme shall
have been terminated, become available for future grant under the Scheme (unless
the Scheme has terminated).

5.2 Each Option granted under this Scheme shall entitle the Optionee for 1 (one) Share
on such terms and conditions as the Board or the Committee, as the case may be,
may determine as specified in the Letter of Grant and this Scheme.

5.3 Where the Shares are issued to the Optionee consequent upon exercise of an Option
under the Scheme, the maximum number of Shares which are subject to Option

Page 8 of 23
 Privileged & Confidential

referred to in Clause 5.1 above shall stand reduced to the extent of such Shares
issued to the Optionees.

6. Eligibility for Grant of Options

6.1 Only Eligible employees are eligible for Grant of Options pursuant to and in
accordance with the Scheme by the Board or the Committee, as the case may be. The
Board or the Committee, as the case may be, reserves the right to offer Options to
Eligible employees subject to appraisal process provided in Clause 6.2 below and the
discretion of the Board or the Committee, as the case may be.

6.2 The appraisal process for determining the Employees to whom the Option(s) are to
be granted / offered shall be identified, evolved and specified by the Board or the
Committee, as the case may be, and shall be based on criteria such as the seniority of
the Employee, length of service, performance record, merit of the Employee, future
potential contribution by the Employee and/ or any such other criteria that may be
determined by the Board or the Committee, as the case may be, at its sole discretion.

7. Maximum quantum of Options per Optionee

7.1 The Board or the Committee, as the case may be, shall have the authority to
determine the number of Options to be granted to an Eligible employee.

7.2 Any grant of Options to an Eligible employee pursuant to the Scheme to purchase
Shares representing equal to or more than 1 (one) percent of the total issued share
capital of the Company at the time of Grant of such Options shall be done only
pursuant to a separate resolution passed by the shareholders of the Company in a
general meeting of the Company.

8. Administration of the Scheme

8.1 The Scheme shall be administered by the Board or the Committee, as the case may
be, as determined by the Board. The Board or the Committee, as the case may be,
may authorize one or more officers to execute Letter of Grant under the Scheme.

8.2 If a Committee has been appointed pursuant to this Clause 8, such Committee shall
continue to serve in its designated capacity until otherwise directed by the Board.
From time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution thereof, fill vacancies (however caused) and remove
all members of a Committee and thereafter directly administer the Scheme, all to the
extent permitted by the Applicable Laws. The Committee shall in all events conform
to any requirements of the Applicable Laws.

Page 9 of 23
 Privileged & Confidential

8.3 Subject to the provisions of the Scheme, the Board or the Committee, as the case may
be, shall have the authority at its sole discretion to:

(a) administer the Scheme;

(b) identify and select the Eligible employees to whom the Options may, from time
to time be, granted;

(c) determine whether and to what extent the Options are to be granted and the
number of Options to be granted to Eligible employees;

(d) approve and issue the Letter of Grant to the Eligible employees and other
forms of agreement and documents which are required to be executed by the
Eligible employees pursuant to the Scheme;

(e) determine the terms and conditions, not inconsistent with the terms of the
Scheme, of any Option granted hereunder, which terms and conditions include
but are not limited to the exercise or Exercise Price, Exercise Period (which
may be based on performance criteria), Vesting Period, any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or Shares issued pursuant thereto, based in
each case on such factors as the Board or the Committee, as the case may be, in
its sole discretion, shall determine;

(f) adjust the vesting, if required, of an Option held by an Employee as a result of a

change in the terms or conditions under which such Employee is providing
services to the Company;

(g) revoke or cancel the Options granted to an Employee (whether vested or

unvested) in case the Employee acts against the interests of the Company or is
found to indulge in unfair, corrupt practices and fraud;

(h) determine the procedure for making a fair and reasonable adjustment to the
number of Options and to the Exercise Price in case of corporate actions as
envisaged under Clause 19 of this Scheme;

(i) in order to fulfill the purposes of the Scheme and without amending the
Scheme, to modify Options granted to Eligible employees who are foreign
nationals or employed outside of India in order to recognize differences in
local law or tax policies;

(j) determine the FMV of the Shares (which determination shall be final, binding
and conclusive for all purposes), provided that such determination and
interpretation shall be applied consistently with respect to Optionees under
the Scheme;

Page 10 of 23
 Privileged & Confidential

(k) to construe and interpret the terms of the Scheme, which constructions,
interpretations and decisions shall be final and binding on all Eligible
employees;

(l) prescribe, amend and rescind rules and regulations relating to the Scheme;
and

(m) to perform such other functions as may be delegated to it by the Board, from
time to time.

9. Effect of decisions

9.1 All decisions, determinations and interpretations of the Board or the Committee, as
the case may be, in relation to administration and implementation of the Scheme
shall be final and binding on all persons, including the Company, Optionee, any
shareholder and any Employee.

9.2 No member of the Committee or the Board shall be liable for any action or
determination made in good faith by the Board / Committee with respect to the
Scheme or any Option granted there under.

10. Grant of Options

10.1 The Board or the Committee, as the case may be, may, on such dates as it may
determine in its sole and absolute discretion and on such terms and conditions,
including Exercise Price, if any, Grant Options to the Eligible employees. The details
of the Options granted will be communicated through the Letter of Grant issued by
the Board or the Committee, as the case may be.

10.2 The date of Grant of an Option shall be the date specified in the Letter of Grant.

10.3 The Employee to whom an Option is granted shall communicate his/her acceptance
to the Grant of Option(s) within 30 (thirty) days from the issue of the Letter of Grant,
in the prescribed form, to the Company.

11. Limitations of an Optionee

11.1 Unless and until the Options have been Exercised and Shares are issued in the name
of the Optionee in accordance with the provisions of the Companies Act, 2013, the
Optionee or his/her nominee shall not have any rights whatsoever as a shareholder
including right to receive dividend and/or vote with respect to Options granted.

11.2 Neither the Scheme nor any Option shall confer upon any Optionee, any right with
respect to continuation of the Optionee’s relationship with the Company, nor shall it

Page 11 of 23
 Privileged & Confidential

interfere, in any way, with his or her right or the Company’s right to terminate such
relationship at any time, for any reason whatsoever.

12. Vesting of Options

12.1 Options Granted under this Scheme would Vest not earlier than twoyears from the
date of Grant of such Options. Vesting of Options would be a function of achievement
of performance criteria or any other criteria as specified by the Committee and
communicated in the Grant Letter.

12.2 Subject to the Optionee’s continued employment with the Company and Clause 15,
the Options granted under the Scheme shall vest as per following schedule (“Vesting
Schedule”):
(i) 25% of the Options at the end of two year from the Grant date (“First Vesting
Date”);
(ii) 25% of the Options at the end of third year from the Grant date(“Second Vesting
Date”);
(iii) 25% of the Options at the end of fourth year from the Grant date(“Third Vesting
Date”)and
(iv) 25% of the Options at the end of fifth year from the Grant date (“Fourth Vesting
Date”).

12.3 The Board or the Committee, as the case may be, may at its discretion alter or change
or vary the Vesting Schedule/vesting criteria and/or vesting conditions. The Board
or the Committee may also provide for lock-in provisions.

12.4 In addition to the above, the Board or the Committee, as the case may be, may also
specify certain performance parameters based on time and/ or on the Optionee’s
performance or Company’s performance subject to which the Options would vest.
The specific vesting percentage, schedule and conditions subject to which vesting
would take place would be outlined in the Letter of Grant given to the Optionee at
the time of grant of Options.

12.5 In addition to provisions mentioned in Clause 15, the Board or the Committee, as the
case may be, may also specify certain other conditions or situations in the Grant
Letter wherein the unvested and vested Options granted to the Optionee may expire,
lapse and stand terminated.

12.6 The period of leave shall not be included in determining the Vesting Period in the
event the Employee is on a sabbatical. In all other events, including approved leave,
earned leave and sick leave, the period of leave shall be included to calculate the
Vesting Period, unless otherwise determined by the Board or the Committee, as the
case may be.

13. Exercise of Options

Page 12 of 23
 Privileged & Confidential

13.1 Any Option granted pursuant to the Scheme shall be exercisable at such times and
under such conditions as determined by the Board or the Committee, as the case
may be, consistent with the term of the Scheme and reflected in the stock option
agreement, including vesting requirements and/or performance criteria with
respect to the Company and/or the Optionee.

13.2 The options vested shall be exercised as per the following schedule (“Exercise
Period”):
(i) Options against first vesting can be exercised anytime inbetween three year to
seven year from the Grant date;
(ii) Options against second vesting can be exercised anytime inbetween four year to
seven year from the Grant date;
(iii) Options against third vesting can be exercised anytime inbetween five year to
seven year from the Grant date; and
(iv) Options against fourth vesting can be exercised anytime inbetween five year to
seven year from the Grant date.

13.3 The Options vested in the Optionee, may be Exercised, in whole or in part, in
accordance with the Scheme, by giving to the Company, a notice in writing along
with the Exercise Price (if any) on or before expiration of the Exercise Period, if any
prescribed by the Board or the Committee, as the case may be, or otherwise
provided in the Scheme.

13.4 An Option may not be exercised for a fraction of a Share. The Board or the
Committee, as the case may be, may require that an Option be exercised as to a
minimum number of Shares, provided that such requirement shall not prevent an
Optionee from exercising the full number of Shares as to which the Option is then
exercisable.

13.5 The Exercise Price payable by an Eligible Person for Exercising the Option granted to
him under the Scheme and purchase of Shares will be as decided by the Board or the
Committees, as the case may be at the time of exercise of option. However, the price
will not exceed 20% of the fair market value of the company as on 31 st March of the
immediate previous financial year in which the employee exercise his option.

13.6 The method of payment of the Exercise Price shall be determined at the time of
Grant. Such consideration may be paid by way of cheque, or such other mode as
maybe prescribed by the Board or the Committee, as the case may be.

14. Methodology of Exercise of Options

14.1 An Optionee whose association with the Company is continuing as on the proposed
date of Exercise or as otherwise provided in the Scheme, can Exercise the Options
vested, in accordance with the Scheme and Letter of Grant.

Page 13 of 23
 Privileged & Confidential

14.2 An Option granted under the Scheme shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the Board or the
Committee, as the case may be, and set forth in the Letter of Grant. An Option shall
be deemed exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to
exercise the Option and the Company has received full payment for the Shares with
respect to which the Option is exercised. Full payment may, as authorized by the
Board or the Committee, as the case may be, consists of any consideration and
method of payment allowable under the Scheme.

14.3 The Options will become exercisable in part or whole upon expiry of the Vesting
Period. The unexercised portion of the Option will continue to be available to the
Optionee or the nominee (in case of death of the Optionee), for Exercise, upto such
time frame as provided for in the Scheme and the Letter of Grant.

14.4 Exercise of an Option in any manner shall result in a decrease in the number of
Shares that thereafter may be available, both for purposes of the Scheme and for
acquisition under the Option(s), by the number of Shares as to which the Option(s)
are exercised.

14.5 In case the Optionee fails to exercise the Option(s) granted to him within the
Exercise Period, if any, or as otherwise provided in the Scheme, the said Options
shall lapse, terminate and extinguish automatically upon expiry of the Exercise
Period or as otherwise provided in the Scheme.

15. Special Cases of Exercise of Option

15.1 Notwithstanding anything contained in the Letter of Grantor elsewhere, the Exercise
of Options in the case of separation of an Optionee from the Company under the
situations specified hereunder shall be in accordance with the terms and conditions
provided herein.

(a) Termination for Cause:

In the event of termination of association of an Optionee with Company for

Cause, all unvested Options and all Options which are vested but not exercised
as on the date of the notice for termination of association for Cause, shall
expire, lapse and stand terminated with effect from the date of notice for
termination of Optionee’s employment with the Company for Cause.

(b) Abandonment of Employment

In the event an Optionee abandons his employment with the Company without
any information or intimation to the Company or without Company’s written

Page 14 of 23
 Privileged & Confidential

consent, all unvested Options and all Options which are vested but not
exercised as on the date of abandonment of association with the Company,
shall expire, lapse and stand terminated with immediate effect from the date of
abandonment. The date of abandonment shall be the first day from which the
Optionee abandoned the association with the Company, as decided by the
Board or the Committee, as the case may be, at its sole discretion.

(c) Termination for Non-Performance or otherwise

In the event of Optionee being terminated by the Company for Non-

Performance or for any reason whatsoever, other than for Cause, all Options
which are unvested till and as on the date of termination shall expire, lapse and
stand terminated with effect from the date of notice for termination of the
association.

All the Options which are vested but not exercised at the time of termination of
association shall expire, lapse and stand terminated.

(d) Retirement of Optionee / Resignation or Voluntary Termination by Optionee

In the event of separation of an Optionee from the Company on account of

retirement or an early retirement specifically approved by the Company or
resignation or voluntary termination by the Optionee, all Options which are
unvested as on the date of retirement, resignation or voluntary termination by
the Optionee shall expire, lapse and stand terminated with effect from the date
of retirement, resignation or voluntary termination, as the case may be, of the
Optionee.

(e) Transfer to a Group Entity

In the event of an Optionee being transferred to a Subsidiary or the holding

company of the Company at the instance of or with consent of the Company,
the Optionee will continue to hold all vested Options and can Exercise them
anytime within the Exercise Period if any prescribed by the Board or the
Committee, as the case may be, or otherwise provided in the Scheme. Unless
instructed otherwise by the Board or the Committee, as the case may be, all
unvested Options shall continue to vest in accordance with the relevant Letter
of Grant.

(f) Disablement

In the event an Optionee suffers a Permanent Total Disablement while and

during the course of employment, all the Options granted to him till the Date of
Permanent Total Disablement shall vest in him on such day.

Page 15 of 23
 Privileged & Confidential

For the purpose of this clause the “Date of Permanent Total Disablement”
shall be deemed to be the earlier of: (i) the date on which the Optionee in
question informs the Company in writing of having suffered a Permanent Total
Disablement or (ii) the date on which the Company notifies the Optionee in
question in writing of the determination by the Company of a Permanent Total
Disablement of the Optionee.

(g) Death

In the event of the death of an Optionee, while and during the employment
with the Company, all the Options granted to him till such date shall vest in the
legal heirs or the nominees of the deceased Optionee.

15.2 Notwithstanding anything contained in the Letter of Grantor elsewhere in the

Scheme, in the event of; (i) termination/ cessation of association of an Optionee with
Company for Cause, or due to abandonment of the employment of the Company or
non-performance, or (ii) the Optionee joining a Competitor of the Company anytime
within 18 (eighteen) months from the date of separation from the Company on any
ground whatsoever; or (iii) the Optionee breaching the non-compete restrictions
under the employment agreement executed by the Optionee with the Company, the
Optionee shall be under an obligation to transfer all the Shares issued to the
Optionee by the Company, consequent upon exercise of the Options granted under
this Scheme, in the manner specified by the Board or the Committee, as the case may
be, at the face value of such Shares.

15.3 Notwithstanding anything contained in the Letter of Grantor elsewhere in the

Scheme, in the event of termination/ cessation of association of an Optionee with
Company for reasons other than Cause, abandonment of association or non-
performance, the Optionee shall be under an obligation to sell all or a part of the
Shares issued to the Optionee by the Company, consequent upon exercise of the
Options granted under this Scheme, at the FMV of such Shares in the manner
required by the Board or the Committee, as the case may be.

16. Beneficiary nomination

Each Participant under the Scheme may nominate, from time to time, any
Beneficiary or Beneficiaries to whom any benefit under the Scheme is to be
delivered in case of death of the Participant, before the exercise of Granted Options.
Each such nomination shall revoke all prior nominations by the same Participant,
shall be in a form prescribed by the Company and will be effective only when filed by
the Participant in writing with the Company during the Participant’s lifetime.

17. Non-transferability of Options

Page 16 of 23
 Privileged & Confidential

17.1 The Options granted under this Scheme are not eligible to be sold, pledged, assigned,
hypothecated, transferred, disposed-off or otherwise alienated in any manner and
may be exercised only during the life time of the Optionee, only by the Optionee,
save as otherwise provided under the Scheme in case of death of an Optionee.

17.2 Restrictions on Transfer of Shares

16.2.1 No Optionee shall, directly or indirectly, sell, transfer, assign, dispose of, create any
encumbrance over or otherwise transfer the legal or beneficial ownership or
economic benefits (collectively, "Transfer"), of all or any portion of the Shares
issued consequent upon exercise of the Options to any person, or entity, except as
provided in the Scheme.

16.2.2 Notwithstanding anything contained herein, no Optionee shall, directly or indirectly,

Transfer all or any portion of the Shares issued consequent upon exercise of the
Options to any person, or entity who is Competitor of the Company.

18. Exit Options

18.1 At any time prior to an initial public offer, subject to Applicable Law, the Optionee
may approach the Board or the Committee, as the case may be, requesting the Board
or the Committee, as the case may be, to assist the Optionee to sell the Shares held
by the Optionee pursuant to exercise of the Options. In such a case, the Company
may endeavour, but shall not be under any obligation, to find a buyer for the Shares
held by the Optionee.

18.2 At any time prior to an initial public offer, subject to Applicable Law, the Optionee
shall have the right to sell all the Shares issued to the Optionee by the Company,
consequent upon exercise of the Options granted under this Scheme, in the following
manner and subject to terms mentioned hereinafter:

(i) If the Optionee proposes to Transfer the Shares held by him in the Company
to a third party (“Proposed Transferee”) pursuant to a bona fide offer
received from the said Proposed Transferee, the Optionee shall immediately
deliver a written notice (“Notice”) to the Company, describing accurately and
in reasonable detail the terms and conditions of the offer, number of Shares
subject to the offer (“Offer Shares”), price to be paid for such Shares pursuant
to such offer, the name and address of the Proposed Transferee and any
additional information reasonably required by the Promoters.

(ii) Upon the Notice being delivered to the Company, the Company shall have the
right exercisable at its sole discretion (“Right of First Refusal”), within a
period of 30 (Thirty) days from the date of receipt of the Notice (“Offer
Period”), to nominate one or more persons and entities to acquire Offer
Shares (“Purchasers”) and to give to the Optionee a notice in writing on

Page 17 of 23
 Privileged & Confidential

behalf of the Purchasers for purchase of all or part of the Offer Shares.

(iii) If the Company exercises the Right of First Refusal and the Purchasers
propose to purchase all or part of the Offer Shares, then the transfer of such
Offer Shares or part thereof, as the case may be, shall take place within a
period of 30 (Thirty) days from the date the Company notifies to the
Optionee in writing of its intent to exercise the Right of First Refusal or such
other time as may be specified by the Company.

(iv) If the Company, in its sole discretion, does not exercise the Right of First
Refusal in respect of all or part of the Offer Shares (such remaining Offer
Shares shall be referred to as “Free Shares”), the Optionee may choose to sell
the Free Shares to the Proposed Transferee after the expiry of the Offer
Period on terms not more favourable to such Proposed Transferee than those
contained in the Notice, within a period of 30 (Thirty) days following the
expiry of the Offer Period. If the Free Shares are not sold within such 30
(Thirty) days period by the Optionee, the Shares held by the Optionee shall
again be subject to application of provisions of this Clause 17.2.

18.3 Notwithstanding anything contained in Clause 17.2, at any time prior to an initial
public offer, subject to Applicable Law and consent of the Board or the Committee, as
the case may be, the Optionee may sell the Shares issued to the Optionee by the
Company, consequent upon exercise of the Options granted under this Scheme, to
any existing shareholder of the Company or any investor proposing to invest into the
Company at the FMV of the Shares on the terms mutually agreed between the
Optionee and such existing shareholder or an investor proposing to invest into to the
Company, as the case may be.

18.4 At any time before listing of Shares of the Company on any recognized stock
exchange, the Company, at the discretion of the Board or the Committee, as the case
may be, shall have the right to liquidate and settle all or a part of the vested Options,
at a price which is equal to the FMV of the resultant Shares, as determined by the
Board or the Committee, as the case may be, less Exercise Price, but in no case less
than the Exercise Price. For this purpose, the Board or the Committee, as the case
may be, may decide the following:

(i) The procedure and time frame for exercise of Options in the unlisted scenario.

(ii) The time frame or window within which such offers shall be made to the
Optionees.

(iii) Other terms and conditions as it may deem fit to facilitate such exit to the
Optionees.

18.5 Notwithstanding anything to the contrary contained herein, at any time before

Page 18 of 23
 Privileged & Confidential

listing of Shares of the Company on any recognized stock exchange, the Company, at
the discretion of the Board, shall have the right to buyback all the Shares held by an
Optionee pursuant to exercise of the vested Options, at a price which is equal to the
FMV of the Shares, as determined by the Board, but in no case less than the Exercise
Price.

18.6 At the time of an initial public offer of the Shares of the Company, subject to
Applicable Law, the Optionee shall have the right to sell shares held by him / her in
the Company.

19. Lock-in Period

There will be a lock-in-period of two years reckon from the date of allotment of
shares. That means Optionee can sell his equity shares only after the expiration of
two years from the date of allotment/issuance of equity shares to him.

Provided that there will be no lock-in period, if the employee has already completed
his five years of employment in the company from the date of grant of option.

20. Terms and Conditions of the Shares

Terms and conditions, including any rights and obligation, attached to the Shares to
be issued upon exercise of Option shall be determined by the Company in
consultation with the Board or the Committee, as the case may be.

21. Adjustments of Option for Corporate Actions in the Company

21.1 Changes in Capitalization

Subject to any action required under Applicable Laws by the shareholders of the
Company, the number of Shares covered by each outstanding Option, the numbers of
Shares set forth in Clause 5, and the number of Shares that have been authorized for
issuance under the Scheme, but as to which no Options have yet been granted or that
have been returned to the Scheme upon cancellation or expiration of an Option, as
well as the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Shares Such adjustment shall be made by
the Board or the Committee, as the case may be, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into shares
of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Option.

21.2 Dissolution or Liquidation

Page 19 of 23
 Privileged & Confidential

In the event of the dissolution or liquidation of the Company, each Option will
terminate immediately prior to the consummation of such action, unless otherwise
determined by the Board or the Committee, as the case may be.

21.3 Change in Control Transaction

In the event of a Change in Control, the vesting of unvested Options held by the
Optionee may be accelerated by the Board or the Committee, as the case may be,
immediately prior to such Change in Control event, subject to the Optionee
committing to remain associated with the Acquiring Corporation (defined
hereinafter) for a period of at least 12 (Twelve) months from the date of Change of
Control or such additional period as may be specified by the Board or the
Committee, as the case may be, unless otherwise specified by the Board or the
Committee, as the case may be. In the event of a Change in Control, the Board or
the Committee, as the case may be, shall have the right to specify certain additional
conditions to be complied by the Optionee for exercise of the vested options.

In the event of a Change in Control, the surviving, continuing, successor, or

purchasing corporation or parent corporation thereof, as the case may be (the
“Acquiring Corporation”), may assume the Company's rights and obligations in
respect of outstanding Options or substitute the outstanding Options with
substantially equivalent Options of the Acquiring Corporation. For the purposes of
this clause, an Option shall be deemed assumed if, following the Change in Control,
the Optionee is conferred the right to purchase the shares in accordance with the
terms and conditions immediately prior to the Change in Control, or the
consideration (whether by way of stock, cash or other securities or properties) to
which an Optionee is entitled on the effective date of the Change in Control is
discharged by the Acquiring Corporation.

Any Options which are neither assumed or substituted for by the Acquiring
Corporation in connection with the Change in Control nor exercised as of the date
of the Change in Control may be settled by the Board or the Committee, as the case
may be, at its own discretion and Board’s or the Committee’s, as the case may be,
decision shall be final and binding on all the Optionee subject to the Applicable
Laws.

Notwithstanding anything to the contrary contained herein, in the event of a

Change in Control transaction involving transfer of Shares of the Company by the
shareholders of the Company to another person or entity, the Optionee shall be
under an obligation to transfer all the Shares issued to the Optionee by the
Company, consequent upon exercise of the Options granted under this Scheme, in
the manner specified by the Board or the Committee, as the case may be.

22. Amendment or Termination of the Scheme

Page 20 of 23
 Privileged & Confidential

22.1 Subject to receipt of shareholder’s approval and the Applicable Law, the Board or
the Committee, as the case may be may, at any time, amend, alter, suspend or
terminate the Scheme, provided that no amendment, alteration, suspension or
discontinuation (other than an adjustment pursuant to Clause 19 above) shall be
made that would materially and adversely affect the rights of any holder of an
Option, without his or her consent.

22.2 Subject to receipt of shareholder’s approval, the Board or the Committee, as the case
may be, may cancel any or all outstanding Options under the Scheme, and grant in
substitution, new Options under the Scheme covering the same or different numbers
of Shares but having an Exercise Price as mentioned in the relevant grant letter.

22.3 Except as to amendments, alteration, suspension or termination which the Board or

the Committee, as the case may be, has the authority under the Scheme to make
unilaterally, no amendment alteration, suspension or termination of the Scheme
shall materially and adversely affect Options already granted, unless mutually
agreed otherwise between the Optionee and the Board or the Committee, as the case
may be, which agreement must be in writing and signed by such holder and the
Company.

22.4 Termination of the Scheme shall not affect the Board’s or the Committee’s, as the
case may be, ability to exercise the powers granted to it hereunder with respect to
Options granted under the Scheme prior to the date of such termination.

23. Conditions Upon Issuance of Shares

23.1 Legal Compliance

The Shares shall not be issued pursuant to the Exercise of an Option unless the
Exercise of such Option and the issue of such Shares shall comply with Applicable
Laws and terms of the Scheme.

Notwithstanding any other provision of the Scheme or any agreement entered into
by the Company pursuant to the Scheme, the Company shall not be obligated, and
shall have no liability for failure, to issue or deliver any Shares under the Scheme
unless such issuance or delivery would comply with the Applicable Laws, with such
compliance determined by the Company in consultation with its legal counsel. As a
condition to the exercise or settlement of an Option, the Company may require the
holder of the Option to represent and warrant at the time of any such exercise that
the Shares are being acquired only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by law.

23.2 Inability to obtain approval

Page 21 of 23
 Privileged & Confidential

The inability of the Company to obtain approval, if required, from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to procure issuance of such Shares
as to which such requisite approval / authority shall not have been obtained.

24. Reservation of Shares

The Company shall, at all times during the term of this Scheme, reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of
the Scheme.

25. Incidence of Tax on Options and the Shares

25.1 Any incidence of any income tax or any other tax shall always be to the sole account
of the Optionee who have been granted the Options under this Scheme and the
commitment of the Optionee to bear and pay for such taxes shall be a condition
precedent for grant of the Options as well as issue of Shares to the Optionee upon
Exercise of the Options.

25.2 In the event of any tax liability arising to the Optionee on account of issue of Shares
or on any other event, the liability shall be that of the Optionee alone.

25.3 In the event of any tax liability arising on account of the Scheme to the Company, the
Company shall have the right to recover the same from the Optionee, or cause the
Shares issued under this Scheme to be sold or otherwise alienated or to have the
Options nullified to meet the liability, or to meet the liability on behalf of the
Optionee in the event the Optionee fails to pay back such liability and it is borne by
the Company.

26. Other Terms

26.1 This Scheme shall not form part of any contract of employment between the
Company and the Optionee. The rights and obligations of any individual under the
terms of his / her office or employment with the Company shall not be affected by
his/her participation in this Scheme or any right which he/she may have to
participate in it and nothing in this Scheme shall be construed as affording such an
individual any additional rights as to compensation or damages in consequence of
the termination of such office or employment for any reason.

26.2 This Scheme shall not confer on any person any legal or equitable rights (other than
that to which he would be entitled as an ordinary member of the Company) against
the Company either directly or indirectly or give rise to any cause of action in law or
in equity against the Company.

Page 22 of 23
 Privileged & Confidential

26.3 Participation in the Scheme shall not be construed as any guarantee of return on
equity investment. Any loss due to fluctuations in the market price of the equity and
the risks associated with the investments are that of the Employee alone.

26.4 This Scheme is entirely at the discretion of the Company.

27. Severability

In the event any one or more of the provisions contained in the Scheme is, for any
reason, held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Scheme and
this Scheme shall be construed as if such invalid, illegal or unenforceable provision
had never been set forth herein, and the Scheme shall be carried out as nearly as
possible according to its original terms and intent.

28. Governing Law and Jurisdiction

This Scheme shall be governed by and construed in accordance with the laws of
India and shall be subject to exclusive jurisdiction of appropriate courts at
Gurugram, Haryana, India.

Page 23 of 23