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Founders & Company

Details of Founder 1, Founder 2, and Startup Entity.

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Stamp Margin Top: 90mm
GOVERNMENT OF INDIA • STATE OF KARNATAKA
NON-JUDICIAL STAMP PAPER — VALUE As applicable in the State
[Leave top 90mm blank space when printing directly onto physical Stamp Paper]

CO-FOUNDER AGREEMENT

(STARTUP EQUITY SPLIT, VESTING, ROLES & GOVERNANCE CONTRACT • ENTITY: NexusTech Labs Pvt Ltd (Proposed))

This CO-FOUNDER AGREEMENT is made and entered into on this 1 August 2026 at Bengaluru, Karnataka, by and between:

1. FOUNDER 1 (PARTY OF THE FIRST PART):

Rahul Sharma, residing at Flat 402, Green Glen Layout, Bellandur, Bengaluru, Karnataka 560103.

(hereinafter referred to as "FOUNDER 1", which expression shall, unless repugnant to the context or meaning thereof, include his/her legal heirs, executors, administrators and permitted assigns).

AND

2. FOUNDER 2 (PARTY OF THE SECOND PART):

Priya Nair, residing at B-12, Hiranandani Gardens, Powai, Mumbai, Maharashtra 400076.

(hereinafter referred to as "FOUNDER 2", which expression shall, unless repugnant to the context or meaning thereof, include his/her legal heirs, executors, administrators and permitted assigns).

WHEREAS the Licensor is the sole absolute legal owner of the residential property situated at:

PROPOSED COMPANY: "NexusTech Labs Pvt Ltd (Proposed)" | EQUITY SPLIT: 50% Founder 1 (Rahul Sharma) : 50% Founder 2 (Priya Nair) | VESTING: 48 Months (4 Years with 1-Year Cliff)

WHEREAS the Co-Founders have conceived an innovative business enterprise and agreed to collaborate to establish, incorporate, and scale the company under the name of "NexusTech Labs Pvt Ltd (Proposed)"; AND WHEREAS the Co-Founders desire to define their respective equity holdings, executive management roles, vesting terms, and intellectual property assignment in this Co-Founder Agreement:

TERMS AND CONDITIONS OF CO-FOUNDERSHIP:

1. BUSINESS PURPOSE & CORPORATE INCORPORATION:
The Co-Founders agree to collaborate and incorporate a Private Limited Company under the name "NexusTech Labs Pvt Ltd (Proposed)" to develop, commercialize, and scale the business concept.
2. EQUITY SPLIT & SHAREHOLDING ALLOCATION:
The initial shareholding and ownership interest in the business shall be allocated between the Co-Founders as follows: 50% Founder 1 (Rahul Sharma) : 50% Founder 2 (Priya Nair).
3. EXECUTIVE ROLES & FULL-TIME COMMITMENT:
Founder 1 shall serve as: Chief Executive Officer (CEO) — Responsible for business strategy, fundraising, sales, and operations.. Founder 2 shall serve as: Chief Technology Officer (CTO) — Responsible for product engineering, software architecture, and technical team leadership.. Both Co-Founders agree to devote their full-time professional efforts and undivided attention to the company.
4. EQUITY VESTING SCHEDULE & 1-YEAR CLIFF:
All shares allocated to the Co-Founders shall be subject to vesting in accordance with: 48 Months (4 Years with 1-Year Cliff). No shares shall vest if a Co-Founder departs prior to the 1-year cliff date.
5. 100% INTELLECTUAL PROPERTY (IP) ASSIGNMENT:
The Co-Founders agree to the following IP assignment terms: 100% IP Transferred to Company. All software code, algorithms, UI designs, patents, trademarks, and domain names developed by either Co-Founder shall belong exclusively to the Company.
6. CO-FOUNDER EXIT & SHARE BUYBACK TERMS:
Upon resignation or departure of a Co-Founder prior to full vesting: Unvested shares subject to company buyback at face value. Vested shares subject to Right of First Refusal (ROFR) by remaining co-founder..
7. NON-COMPETE, NON-SOLICITATION & CONFIDENTIALITY:
Each Co-Founder covenants not to engage in or advise any competing business during their tenure and for a period of 24 months thereafter, and to preserve absolute confidentiality over company trade secrets.
8. DECISION MAKING & DISPUTE RESOLUTION:
Material corporate decisions shall require unanimous mutual consent of the Co-Founders. Any deadlock or dispute shall be resolved through binding arbitration seated at Bangalore/Mumbai under the Arbitration and Conciliation Act, 1996.
9. GOVERNING LAW & JURISDICTION:
This Agreement shall be governed by the laws of India and subject to the exclusive jurisdiction of the competent civil courts situated at Bengaluru.
10. WITNESS EXECUTION:
This Co-Founder Agreement is executed in the presence of the following independent witnesses: • Witness 1: ____________________ (Residing at: ____________________) • Witness 2: ____________________ (Residing at: ____________________)
Place / Location: ______________________Date of Execution: ______________________

IN WITNESS WHEREOF, the Co-Founders have executed this Co-Founder Agreement on the day, month and year first above written.

FOUNDER 1 / CO-FOUNDER

Rahul Sharma

FOUNDER 1 / CO-FOUNDER

FOUNDER 2 / CO-FOUNDER

Priya Nair

FOUNDER 2 / CO-FOUNDER

WITNESS 1:

Name: ______________________

Signature: ___________________

WITNESS 2:

Name: ______________________

Signature: ___________________

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