FOUNDERS' AGREEMENT
This Founders' Agreement (this "Agreement") is made at Chandigarh on 2 April 2026.
BETWEEN
- Rohit Nair, of House No. 1204, Sector 33-C, Chandigarh 160020, PAN AAECN5678L ("First Founder");
- Kavita Bansal, of Shop No. 22, Sector 22-C, Chandigarh 160022, PAN AFRPB2212K ("Second Founder");
and the additional Founders named in the Schedule to this Agreement;
together the "Founders", each a "Founder", in relation to
Northline Analytics Private Limited, CIN U70109CH2026PTC012345, Already incorporated as a private limited company under the Companies Act, 2013, having its registered office (or proposed registered office) at Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055 (the "Company").
RECITALS
A. The business of the Company is: Developing and selling a subscription analytics platform for retail businesses.
B. The Founders wish to record their equity, roles and the terms on which they will work together to build the Company.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS.
- ROLES
1.1 The First Founder's role is Chief Executive Officer. The Second Founder's role is Chief Technology Officer. Each Founder shall carry out that role diligently and in good faith, and the Founders may change roles between themselves by the consent required under clause 15.
- EQUITY
2.1 The Founders' equity in the Company is fixed as follows: First Founder 50%; Second Founder 50%; and as stated in the Schedule for the additional Founders: Faisal Sheikh: 20% (the two named Founders' shares above being reduced to 40% each accordingly).
2.2 Where the Company is not yet incorporated, this equity split shall be implemented by the allotment of equity shares in these proportions on incorporation; where it is already incorporated, the Founders shall procure that the share register and any necessary transfer or allotment reflect this split within a reasonable time of this Agreement, subject to clause 11.
- VESTING
3.1 Each Founder's equity is subject to vesting, on the schedule stated below
3.2 The vesting period is 4 years from the vesting start date stated below, with a cliff of 12 months during which no equity vests. On the day the cliff ends, the proportion of the total vesting period already elapsed vests at once, and the remainder vests in equal monthly instalments over the rest of the vesting period, so that a Founder who has completed the full vesting period holds all the equity fixed under clause 2 free of any restriction under this clause 3.
3.3 The vesting start date is 1 April 2026.
- IF A FOUNDER LEAVES — UNVESTED EQUITY
4.1 If a Founder ceases to be involved with the Company for any reason before that Founder's equity is fully vested, the unvested portion is forfeited with immediate effect and returned to the company (or, before incorporation, simply lapses) for no payment, and may be reallocated among the remaining Founders or a new hire by the consent required under clause 15.
- IF A FOUNDER LEAVES — VESTED EQUITY