APPOINTMENT LETTER

Date:19th July,22

To,

Vinayak Tripathi
WQ3 Science College Campus,
Near Hockey Stadium, Raipur, Chhattisgarh, 492010

Dear Vinayak Tripathi,

OneBanc Technologies Private Limited (“Company”), having its registered office at 16A/T16, Central Park
– II, Sector – 48, Gurugram, Haryana – 122018 is pleased to appoint you as Associate Lead- Module
effective from 19th July, 2022 on the following terms and conditions:

1. Appointment and Reporting

1.1 Your employment with the Company will continue until terminated in accordance with Section 13
below.

1.2 You will report to Mallika Sharma. Your reporting is liable to change at the sole discretion of the
Company.

1.3 Your initial place of posting is Gurgaon. However, at the sole discretion of the Company, you will be
liable to be transferred/deputed from office of the Company to another anywhere in India or abroad
and/or from one department to another or from one establishment to another and/or to any other
concern including to any of Company’s affiliates, associates, group companies and/or entities in
which the Company may be having any interest whether existing or which may be set up in the
future.

1.4 Your appointment is subject to any background checks, if any, to be conducted by the Company. If the
results of your background check reveal information that is inconsistent with our standards, this offer
may be rescinded or your employment with the Company may be subject to immediate termination.

2. Duties
2.1 You will perform all acts, duties and obligations and comply with such orders of the Company or
your superiors as are reasonably consistent with your job title. The Company may require you to
undertake the duties of another position, either in addition to or instead of the above duties, it being
understood that you will not be required to perform duties which are not reasonably within your
capabilities.

2.2 The Company may require you (as part of your duties of employment) to perform duties or services
not only for the Company but also for any of its subsidiaries or associated companies where such
duties or services are of a similar nature to or are consistent with your position withthe Company. You
may also be required on a temporary basis to work at any customer premises based in India or
overseas.
3. Remuneration, Expenses and Deductions
3.1 Your annual salary will be INR 12,00,000 (Rupees twelve lakhs only) on a cost- to-company basis.
Your salary structure is provided in Annex 1.

3.2 Salaries and allowances will be subject to income tax deduction at source (TDS) as per the
prevailing taxation laws and will be credited to your bank account on the last day of each month.

3.3 The Company’s practice is to review salaries annually and increases in your salary will be subject
to your performance, the then existing market conditions, and the Company’s discretion.

3.4 You will be paid or reimbursed for any reasonable expenses properly incurred by you while
performing your duties on behalf of the Company, subject to your producing appropriate receipts in
respect of such expenses when requested by the Company, and subject to your compliance with the
Company’s rules and policies relating to expenses.

3.5 You will be responsible for filing and managing all your tax returns, including all related liabilities.

4. Probation
The first 3 months of your employment with the Company will be a probationary period and subject
to such extensions as the Company deems fit. Upon successful completion of the probationary period
you will be appointed as a full-time employee of the Company. You will automatically be deemed to
be confirmed with the Company, at the end of probation period, until and unless specifically
communicated to the contrary in writing. Your period of probation will be considered for calculation
of any benefits that you will be entitled to on becoming a full-time employee of the Company.

5. Hours of Work
5.1 Your normal working days will be from Monday to Saturday. However, the Company reserves the
right to change your start and finish times and the days upon which you work. However, you would
be expected or possibly required to work additional hours, when the proper performance of your work so
requires.

6. Annual Leave with Wages

6.1 You are entitled to 18 days’ annual leave with wages on completion of a full calendar year. You will
be entitled to carry forward a maximum of 10 days’ annual leave per calendar year. Your annual
leave with wages entitlement will also be subject to the Company’s leave policy as contained in the
Company’s employee handbook.

6.2 You must obtain the prior approval of your manager before booking holiday dates.

7. Sickness
7.1 You are eligible for 7 days of sick leave. You must inform the Company by no later than 9:30 a.m.on
the day you commence your sick leave. If you are absent for two working day or more, you must
provide a medical certificate from a registered medical practitioner.
8. Benefits
8.1 The Company is committed to providing its employees comprehensive and competitive levels of
compensation and benefits.

8.2 Details of the benefits programs can be obtained from the Company’s HR Department. The
Company reserves the right to terminate or substitute any
benefits programs (s) or amend the scale of benefits including the level of benefits. If any benefits
programs provider (including but not limited to a government or statutory agency or any insurance
company) refuses for any reason (whether based on its own interpretation of the terms of the insurance
policy or otherwise) to provide any benefits to you, the Company shall not be liable to provide any
such benefits itself or any compensation in lieu thereof.

9. Company’s Employee Handbook

The provisions of the HR Policies of the Company and any other policies, rules and regulations
relevant to employment and human relations (as amended from time to time) shall govern your
employment except so far as they are inconsistent with the terms of this letter. The HR Policies of the
Company can be obtained from the Company’s HR Department.

10. Equal Opportunity Employment

The Company is an equal opportunity employer and does not permit discrimination or harassment on
the ground of sex, pregnancy, marital or family status or disability.

11. Exclusivity of Service

11.1 You are required to devote your full time, attention and abilities to your job duties during working
hours and to act in the best interests of the Company and its associated companies at all times during
the course of your employment with the Company.

11.2 You must not carry on, without the prior express written permission of the Company any lecturing or
any business activities or render any services of a business, commercial, or professional nature,
directly or indirectly, whether or not for compensation, for the benefit of anyone other than the
Company.

11.3 During the employment, you shall not undertake any activity which creates, or could create, an actual
or perceived conflict of interest with your employment, or which in any way compromisesyour duty of
loyalty to the Company.

12. Confidential Information and Inventions Assignment

12.1 As an employee of the Company, you will have access to the Company’s Confidential Information
and you may, during the course of your employment, develop certain information or inventions,
which will become the property of the Company, its associated companies, subsidiaries or that of its
customers or partners. Accordingly, you agree to sign and be bound bythe separate Employee Non-
disclosure of Proprietary Information and Inventions Assignment Agreement (“Employee
Proprietary Information and Inventions Assignment Agreement”) set out in Annex 2 as well as a
deed of assignment as and when necessary.
12.2 Under any or all circumstances, you agree not to make any public statements nor press releases about
any customer of the Company or project you are assigned to work on or are working on or about any
competitors of that customer, without written authorization from the Company. “Customer” for the
purpose of this Agreement means any person or entity to which the Company has provided goods or
services at any time during the period commencing six (6) months prior to your employment with the
Company and ending on the date your employment with the Company ends.

12.3 If during the term of employment, you breach or violate any of the terms set out in this clause or in
the Employee Proprietary Information and Inventions Assignment Agreement, you agree that this shall be
sufficient cause for the Company to terminate your employment. You acknowledge and agree that
the termination of your employment shall be without prejudice to any other legal remedies that the
Company may have against you.

13. Termination of Employment

13.1 During your probationary period, either the Company or you may terminate your employment with a
notice of 7 days or payment of salary in lieu thereof. Upon completion of your probationary period or if
no probationary period applies, either the Company or you may terminate your employment for
convenience, on not less than 90 days written notice or payment of salary in lieu thereof. For this
purpose, salary shall mean Cost to Company (CTC). These provisions are subject to clauses 13.3 and
13.4 below. However, in case any disciplinary proceedings are either contemplated or pending
against you, the Company reserves the right not to accept your resignation.

13.2 The Company reserves the right to terminate your services in the event you are medically unfit
continuously for 7 days and you are unable to produce a medical certificate that satisfies the
Company or you fail to subject yourself to an examination by the Company designated doctor or
when you do so, you do not get a confirmatory medical certificate from the Company designated
doctor.

13.3 In the event of termination of your employment with the Company, for any reason, you must
complete all pending assignment(s) to the satisfaction of the Company, before your services are
released. Upon termination, whether for cause or without cause, you shall:
a. not at any time thereafter, make any untrue or misleading oral or written statements about
the Company, its business. Further, you will not represent or permit yourself to be held out
as being in any way connected with, directly or indirectly, or being interested in the business of
the Company, except as a former employee of the Company for the purpose of
communicating with prospective employers or complying with any applicable statutory
requirements;

b. not at any time thereafter use the name of the Company or any other name capable of confusion
therewith (whether by using such names as part of a corporate name or otherwise); and
 c. immediately return to the Company all Confidential Information equipment,
correspondence, records, specifications, software, disks, models, notes, reports and other
documents and any copies thereof and any other property belonging to the Company or its
associated companies (including but not limited to the Company’s car, keys, credit cards,
equipment and passes) which are in your possession or under your control. You must, if so
required by the Company, confirm in writing that you have complied with your obligations
under this clause 13.3 (c).

13.4. Upon termination of your employment, but before the last pay of monthly service compensation(final
payment), a final payment and release of all claims settlement shall be drawn up by the Company
and submitted to you for review and signature. The final payment is subject to any deduction by the
Company of any outstanding loans or other amounts demonstrably due from you, or any withholding
or deduction from any validly accrued statutory payments (to be made to you), such as gratuity, that
are so withheld or deducted by the Company, due to you being found guilty of gross misconduct or
such other reason as stipulated or permitted under the law relevant to such statutory payment.

13.5 The Company reserves the right to require you not to attend at work and/or not to undertake all or
any of your duties of employment during any period of notice (whether given by you or the
Company), provided always that the Company shall continue to pay your salary and contractual benefits
for the duration of this agreement. You agree that your obligations under section 12 and of good faith,
loyaltyand fidelity shall remain in force even for the duration of your garden leave.

13.6 Notwithstanding the provisions of section 13.1 above, the Company reserves the right to terminate
your services without any notice or compensation as a part of disciplinary action in situations
including, but not limited to violation of any ‘Code of Conduct’ of the Company, criminal
prosecution by law enforcing agencies, violation of the Employee Proprietary Information and
Inventions Assignment Agreement and breach of employment conditions, trustor financial integrity.

14. Non-Compete and Non-solicitation

14.1 During your employment and for a period of twelve (12) months after the termination of employment (the
“Restricted Period”), you shall not:

a. solicit any customer of the Company with whom you had contact in the 12 months leading up to
the date of cessation of your services with the Company, to offer any services, similar to the
services offered by the Company;
b. solicit or induce any employee of the Company to (i) terminate his/her employment with the
Company, or (ii) breach his/her terms of employment/engagement with the Company;
c. during the term of engagement of an independent contractor, solicit or induce any independent
contractor of the Company to (i) terminate its contractual relationship with the Company, (ii)
breach its terms of engagement with the Company or (iii) accept any contract (directly or
indirectly) or other arrangement for providing services to any competitors;
d. start, promote, undertake, partner, operate, acquire/hold a stake in, enter the employment of,
consult for, be engaged by, render any services to, or be concerned in any way with a
 business, firm, company or person specified in Annex 2, where the termination of your
employment with the Company has not arisen as a consequence of the Company exercising its
right of termination for convenience as set out in Clause 13.1 above;
e. enter the employment of, consult for, be engaged by, or render any services in or to, any
competitor or any of their subsidiaries;
f. abet or aid the solicitation or inducement by or through any competitor, of any of the existing
or prospective clients or customers of the Company in order to entice such clients or customers
away from the Company.

14.2 You hereby agree that the scope of the obligations contained in Clause 14.1 above are reasonable and
are not unduly harsh or oppressive. However, should a court of competent jurisdiction everfind any of
the provisions of Clause 14.1 above to be invalid or unenforceable, you hereby agree that the other
provisions of Clause 14.1 shall remain fully valid and in full force, to the extent legally possible.

14.3 You agree that the Company may, in its sole discretion during the tenure of employment, amend or
modify list of competitor from time to time by adding or deleting the names of organizations.

15. Miscellaneous
15.1 The various provisions and sub-provisions of this letter are severable and if any provision or sub-
provision or identifiable part thereof is held to be invalid or unenforceable by any court of competent
jurisdiction then such invalidity or unenforceability will not affect the validity or enforceability of
the remaining provisions or sub-provisions or identifiable parts thereof in this letter.

15.2 It is understood that this employment is being offered to you on the basis of the particulars submitted
by you in your application for employment. However, if at any time it should emerge that the
particulars furnished by you are false/incorrect or if any material or relevant information has been
suppressed or concealed this appointment will be considered ineffective and irregular and would be
liable to be terminated by the management forthwith without notice. This will be without prejudice to
the right of the management to take disciplinary action against you for the same.

15.3 This appointment is also subject to:

i. Your furnishing us a "relieving certificate" from your present/previous employer;
ii. The Company receiving full satisfactory reports from the references cited in the application; and

15.4 This letter is governed by and construed in accordance with laws of India, and you and the Company
submit to the non-exclusive jurisdiction of the courts at Gurgaon, whether they be civil courts, labour
courts, Industrial Tribunals or any other courts or authority of whatsoever nature.

15.5 Section headings are inserted for convenience only and will not affect the construction of this letter.

15.6 Any notices required or permitted hereunder shall be given to the appropriate party at the address
specified above or at such other address as the party shall specify in writing, or by
 facsimile. Such notice shall be deemed given upon personal delivery to the appropriate address or if
sent by certified or registered mail, three (3) days after the date of mailing. Such notice shallbe given
upon generation of a facsimile transmission confirmation receipt if sent by facsimile.

15.7 This Appointment Letter is the final, complete, and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes all prior or contemporaneous communications, understandings
and agreements including the offer letter dated 19-July-22 between the Company and you.

We welcome you to OneBanc Technologies Private Limited and take this opportunity to wish you along
and successful career with us.

Please sign the duplicate copy of this letter in token of your acceptance of the above terms. For and

on behalf of OneBanc Technologies Private Limited

Ishita Mehta
Director - HR

I agree with the terms and conditions of my employment with the Company as set out or referred toabove.

Signed Dated
Vinayak Tripathi
 ANNEX 1
CTC STRUCTURE (Annual Salary)

Fixed Salary INR 10,00,000

Variable Salary INR 2,00,000
 ANNEX 2
EMPLOYEE NON-DISCLOSURE OF PROPRIETARY INFORMATION AND INVENTIONS
ASSIGNMENT AGREEMENT

This Employee Non-Disclosure of Proprietary Information and Inventions Assignment (the

“Agreement”) made and entered by and between OneBanc Technologies Private Limited
(“Company”), having its registered office at 16A/T16, Central Park – II, Sector – 48, Gurugram, Haryana –
122018; represented by its authorized signatory Vibhore Goyal (hereinafter referred to as the “Company”) and
Vinayak Tripathi, son of B.P Tripathi and Mamta Tripathi and WQ3 Science College Campus, Near Hockey
Stadium, Raipur, Chhattisgarh, 492010.(hereinafter referred to as“Employee”).

WHEREAS:

I. The Company is incorporated under the Companies Act, 2013 of India

II. The Company had offered employment to the Employee as “Associate Lead - Module” and the
Employee had accepted the offer of employment. The Company and the Employee have signed an
Appointment Letter dated 19-July-22 wherein the Employee is obligated to sign on this Agreement, as
part of the consideration for his employment.

III. With a view to protect the Proprietary Information (as defined below) belonging to the Company, third
parties and to assign the Inventions (as defined below) conceived by the Employee, the parties have
entered into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, it is
agreed as follows:

1. Recognition of Company's Rights and Nondisclosure

At all times during the term of Employee’s employment with the Company and thereafter, Employee
shall hold in strictest confidence and shall not disclose, use, lecture upon or publish any of the
Proprietary Information, except as such disclosure, use or publication may be required in connection
with Employee’s work for the Company, or unless an officer of the Company expressly authorizes
such disclosure in writing. Employee shall obtain the Company’s written approval before publishing
or submitting for publication any materials (written, verbal, or otherwise) that relate to Employee’s
work at the Company and/or work that incorporates any Proprietary Information. Employee hereby
assigns to the Company any rights that Employee may have or acquire in such Proprietary
Information and recognizes that all such Proprietary Information shall be the sole property of the
Company and its assigns, and that the Company and its assigns shall be the sole owner of all patent
rights, copyrights, mask work rights, trade secret rights, design rights, and all other intellectual
property rights throughout the world (collectively, "Proprietary Rights") in connection therewith.
"Proprietary Information" shall mean trade secrets, confidential knowledge, data or any other
proprietary information. By way of illustration, but not limitation, "Proprietary Information" includes
(a) inventions, mask works, trade secrets, ideas, processes, formulas, source, executable and object
codes, data, programs, other works of
 authorship, know-how, improvements, developments, designs and techniques (hereinafter
collectively referred to as "Inventions"); and (b) Confidential Information as defined in the
Employee’s Appointment Letter dated 19-July-22.

For the purposes of this Agreement, the term “Associated Company” or its plural, shall mean, any
subsidiary or holding company of the Company, any subsidiary of such holding company, and any
company in which the Company or any such holding company holds or controls directly or indirectly
not less than 20% of the issued share capital.

2. Third Party Information

Employee acknowledges that, the Company has received and in the future will receive from third
parties, confidential or Proprietary Information ("Third Party Information") subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it only for certain
limited purposes. During the term of Employee’s employment with the Company and at all times
thereafter, Employee shall hold Third Party Information in the strictest confidence and will not
disclose (to anyone other than Company personnel who need to know such information in connection
with their work for the Company) or use, except in connection with Employee’s work for the
Company, Third Party Information unless expressly authorized by an officer of the Company in
writing.

3. Assignment of Inventions
Employee acknowledges that pursuant to the Copyright Act, 1957, the Company shall own all rights,
title and interest in any copyrightable Inventions (and all Proprietary Rights with respect thereto)
whether or not registrable, made, conceived, reduced to practice, or learned by Employee, either
alone or jointly with others, during the term of Employee’s employment with the Company.
Notwithstanding the foregoing and subject to Clause 8 below, to the extent that, for any reason, the
Company does not own all rights, title or interest in any Invention (or the Proprietary Rights with
respect thereto) pursuant to the Copyright Act, 1957, or other intellectual property protection laws,
Employee hereby assigns and agrees to assign in the future (when anysuch Inventions or Proprietary
Rights are first reduced to practice or first fixed in a tangible medium, as applicable) in substantially
the form of assignment as set out in Exhibit C to the Company all and any right, title and interest in
and to any and all such Inventions (and all Proprietary Rights with respect thereto), whether or not
patentable, registrable, or otherwise enforceable under any intellectual property laws, made or
conceived or reduced to practice or learned by Employee, either alone or jointly with others, during
the term of Employee’s employment with the Company. Inventions owned by the Company or
assigned to the Company, or to a third party as directed by the Company pursuant to this Clause 3,
are hereinafter referred to as “Company Inventions.”

4. Government or Third Party

Employee agrees to assign all Employee’s rights, title and interest in and to any particular Invention
to a third party, including, without limitation, any governmental entity, as directed bythe Company.
5. Enforcement of Proprietary Rights
Employee shall assist the Company in every proper way to obtain and from time to time enforce
foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end,
Employee shall execute, verify and deliver such documents and perform such other acts (including
appearances as a witness) as the Company may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.
In addition, Employee shall execute, verify and deliver assignments of such Proprietary Rights to the
Company or its designee. It shall be Employee’s obligation to assist the Company with respect to
Proprietary Rights relating to such Company Inventions in any and all countries beyond the
termination of Employee’s employment, but the Company shall compensate Employee at a
reasonable rate after Employee’s termination for the time actually spent by Employee at the
Company's request on such assistance. In the event that the Company is unable for any reason, after
reasonable effort, to secure Employee’s signature on any document needed in connection with the
actions specified in the preceding paragraph, Employee hereby irrevocably designates and appoints
Vibhore Goyal as Employee’s agents and attorneys in fact, which appointment is coupled with an
interest to act for and in Employee’s behalf to execute, verify and file any such documents and to do
all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the
same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to
the Company all rights, title, interest toany and all claims, of any nature whatsoever, which Employee
now or may hereafter have for infringement of any Proprietary Rights assigned hereunder for the
Company.

6. Obligation to Keep Company Informed

In order to protect the Company against unauthorized use of Company Inventions, Proprietary
Rights and Company Proprietary Information, Employee agrees that during and after the period of
Employee’s employment, Employee shall promptly disclose to the Company fully and in writing and
will hold in trust for the sole right and benefit of the Company any all Inventions authored,
conceived or reduced to practice by Employee, either alone or jointly with others, during the period
of Employee’s employment with the Company and during the twelve (12) month period after the last
day of Employee’s employment with the Company. In addition, after termination of Employee’s
employment, Employee shall disclose all patent applications filed by Employee or on Employee’s
behalf within a year after termination of Employee’s employment with the Company. At the time of
each such disclosure, Employee shall advise the Company in writing of all Inventions that Employee
believes fully qualify for protection under the provisions of Specific Inventions Law; and Employee
shall at that time provide to the Company in writing all evidence necessary to substantiate that belief.
Employee understands that the Company willkeep in confidence and will not disclose to third parties
without Employee’s consent anyproprietary information disclosed in writing to the Company pursuant
to this Agreement relating to Inventions that qualify fully for protection under a Specific Inventions
Law. Employee shall preserve the confidentiality of any Invention that does not fully qualify for
protection under a Specific Inventions Law. In the event that an Invention (and the Proprietary Rights
with respect thereto) made, conceived, reduced to practice, or learned by Employee, either alone or
jointly with others, during the twelve (12) month period after the last day of Employee’s
employment with the Company, does not fully qualify for protection under a Specific Inventions
Law, Employee hereby agrees to assign now and in the future to the Company, all Employee’s right,
title and interest in and to any such Inventions (and all such Proprietary Rights with respect thereto),
whether or not patentable or registrable under copyright, or similar statutes.
7. Court Mandated Disclosure
In the event Employee is required, at any time during Employee’s employment or thereafter, to
disclose Proprietary Information of the Company or Third Party Information or any suchinformation
which may be construed as being confidential or proprietary information to the Company, pursuant
to a valid and subsisting order of a court or other judicial, quasi-judicial or government body,
Employee shall, forthwith, upon receiving notice of the requirement of such disclosure, give
adequate notice to the Company of any such requirement for disclosure so as to allow the Company
a reasonable opportunity to limit such disclosure. In any event, in making such disclosure Employee
shall only disclose such information as may be absolutely necessary and only to the extent expressly
required by the court or other judicial, quasi-judicial or governmentbody.

8. Prior Inventions
Inventions, if any, patented or unpatented, that Employee made prior to the commencement of
Employee’s employment with the Company are excluded from the
scope of this Agreement. To preclude any possible uncertainty, Employee has set forth on Exhibit A
attached hereto a complete list of all Inventions that Employee has, alone or jointly with others,
conceived, developed or reduced to practice or caused to be conceived, developed or reduced to
practice prior to commencement of Employee’s employment with the Company, that Employee
considers to be Employee’s property or the property of third parties and that Employee wishes to
have excluded from the scope of this Agreement (collectively referred to as “Prior
Inventions”). If disclosure of any such Inventions on Exhibit A would cause Employee to violate
any prior confidentiality agreement, Employee understands that Employee is not to list such
Inventions in Exhibit A but is to inform the Company only the cursory name of such invention, alist
of party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been
made for that reason. If no such disclosure is attached, Employee represents that there are no Prior
Inventions. If, in the course of the term of Employee’s employment with the Company, Employee
incorporates a Prior Invention into a Company’s product, process or machine, the Company is
hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
(with rights to sublicense through multiple tiers of sublicenses) to make, have made, modify, use and
sell such Prior Invention. Employee hereby agrees, that, in the event that Employee incorporates a
Prior Invention into a Company’s product, process or machine that, such incorporation shall not
result in a breach or violation of any confidentiality agreement by which Employee is bound and such
incorporation shall not infringe the right(s) of any third party. Employee hereby agrees to indemnify the
Company against all losses, damages or costs arising from any claim made by a third party with
respect to any Prior Invention in breach of the covenants contained herein. Notwithstanding the
foregoing, Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventionswithout the Company’s prior written consent.

9. Records
Employee agrees to keep and maintain adequate and current records (in the form of notes, sketches,
drawings and in any other form that may be required by the Company) of all Proprietary Information
developed by Employee and all Inventions made by Employee during the term of Employee’s
employment with the Company, which records shall be available to and remain the sole property of
the Company at all times.
10. Additional Activities
Employee shall not, during the period of Employee’s employment by the Company, without the
Company's express written consent, engage in any employment or business activity other than for
the Company, except that the Company’s written consent shall not be required in order to engage in
employment with any Associated Company.

11. No Improper Use of Materials

During Employee’s employment by the Company, Employee shall not improperly use or disclose
any confidential information or trade secrets, if any, of any former employer
or any other person to whom Employee has an obligation of confidentiality, and Employee shall not
bring onto the premises of the Company any unpublished documents of any property belonging to
any former employer or any other person to whom Employee has an obligation of confidentiality
unless consented to in writing by that former employer or person.

12. No Conflicting Obligations

Employee represents that Employee’s performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in confidence
information acquired by Employee in confidence or in trust prior to Employee’s employment bythe
Company. Employee has not and shall not enter into, any agreement, either written or oral, in conflict
herewith except that any agreement that Employee enters into with the Company or any subsidiary
of the Company shall not violate this Clause 12.

13. Return of Company Documents

When Employee leaves the employ of the Company, Employee shall deliver to the Company all
drawings, notes, memoranda, specification, devices, formulas and documents, together with all
copies thereof, and any other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. Employee further agrees that any property
situated on the Company's premises and owned by the Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any
time with or without notice. Prior to leaving, Employee shall cooperate with the Company in
completing and signing the Company's termination statement as set out in Exhibit B.

14. Legal and Equitable Remedies

As the Employee’s services are personal and unique and since Employee may have access to and
become acquainted with Company Proprietary Information the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and remedies that the
Company may have for breach of this Agreement.

15. Notices
Any notices required or permitted hereunder shall be given to the appropriate Party at the address
specified below or at such other address as the Party shall specify in writing, or by facsimile. Such
notice shall be deemed given upon personal delivery to the
appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.
Such notice shall be given upon generation of a facsimile transmission confirmation receipt if sent
by facsimile. Notices shall be effective upon receipt or refusal of delivery.
 The Company
The Employee
Vinayak Tripathi
WQ3 Science College Campus,
Near Hockey Stadium
Raipur, Chhattisgarh, 492010

16. Notification to New Employer

In the event that Employee leaves the employment of the Company, Employee hereby consentsto the
notification of Employee’s new employer of Employee’s rights and obligations under this
Agreement.

17. General Provisions

17.1 Governing Law and Jurisdiction
This Agreement will be governed by and construed according to the laws of the Republic of India. The
courts at Gurgaon will have exclusive jurisdiction over any disputes arising out of this Agreement.

17.2 Entire Agreement

This Agreement sets forth the entire agreement and understanding between the Parties relating to the
subject matter hereof and supersedes and merges all prior discussions between the Parties. No
modification of or amendments to this Agreement, nor any waiver of any rights under this
Agreement will be effective unless in writing signed by the Party to be charged. Any subsequent
change or changes in Employee’s duties, salary or compensation will not affect the validity or scope
of this Agreement.

17.3 Severability
If one or more of the provisions in this Agreement are deemed unenforceable by law, then the
remaining provisions will continue in full force and effect.

17.4 Successor and Assigns

This Agreement will be binding upon Employee’s heirs, executors, administrators and other legal
representatives and will be for the benefit of the Company, its successors and assigns.

17.5 Survival
The provisions of this Agreement shall survive the termination of Employee’s employment and the
assignment of this Agreement by the Company to any successor in interest or other assignee.

17.6 Employment
Employee agrees and understands that nothing in this Agreement shall confer any right with respect
to continuation of employment by the Company, nor shall it interfere in any way with Employee’s
right or the Company's right to terminate Employee’s employment at any time, withor without cause
as per the employment agreement of even date.
17.7 Waiver
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach. No waiver by the Company of any right under this Agreement shall be construed
as a waiver of any other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

17.8 Terms
Where the context so requires, the use of the masculine gender shall include the feminine and/orneuter
genders and the singular shall include the plural, and vice versa.

17.9 Headings
Titles or headings to the Clauses of this Agreement are not part of the terms of this Agreement, but
are inserted solely for convenience.

17.10 Effective Date

This Agreement shall be in effect as of the first day of Employee’s employment with the
Company, namely, 19-July-22.

EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT AFFECTS EMPLOYEE’S

RIGHTS TO INVENTIONS MADE BY EMPLOYEE DURING EMPLOYEE’S
EMPLOYMENT, AND RESTRICTS EMPLOYEE’S RIGHTS TO DISCLOSE OR USE THE
COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO
EMPLOYEE’S EMPLOYMENT.
EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS
TERMS. EMPLOYEE HAS COMPLETELY FILLED OUT EXHIBIT A TO THIS
AGREEMENT.
 EXHIBIT A
PRIOR INVENTIONS
To,

OneBanc Technologies Private Limited

16A/T16, Central Park – II, Sector – 48,
Gurugram, Haryana – 122018

Dear Sirs:

The following is a complete list of all inventions or improvements relevant to the subject matter of my
employment by OneBanc Technologies Private Limited (the "Company") that have been made or
conceived or first reduced to practice by me, the Employee named below, alone or jointly with others prior
to my employment by the Company that I desire to remove from the operation of the Company’s
ProprietaryInformation and Inventions Agreement.

No inventions or improvements

See below: Any and all inventions regarding

Additional sheets attached

I, the Employee named below, propose to bring to my employment the following materials and documents
of a former employer, in relation to which I hereby represent and warrant, I have every right to do so:

No materials or documents

See below

Dated Employee
 EXHIBIT B
TERMINATION STATEMENT

This is to certify that I do not have in my possession, nor have I failed to return, any papers, records, data,
notes, drawings, files, documents, samples, devices, products, equipment, designs, computer programs, and
other materials, including reproductions of any of the aforementioned items, belonging to OneBanc
Technologies Private Limited, its parent company, its associated companies, holding company, subsidiaries,
group companies, affiliates, successors, or assigns (together, the "Company") or any third parties, from whom
the Company has received such materials, including the customers, vendors and subcontractors of the
Company.

I further certify that I have complied with all the terms of the Employee Proprietary Information and
Inventions Agreement executed between me and the Company (the "Agreement"), including the reporting
of any Inventions (as defined therein) conceived or made by me (solely or jointly with others) covered by the
Agreement.

I further agree that, in compliance with the Agreement, I will continue to abide by the terms of this
Agreement to the extent required after termination of my employment and in particular, will continueto keep
confidential, all Company Confidential Information.

I hereby affirm that the following, by way of illustration and not limitation, are Inventions to which I may
have contributed during my employment and that these Inventions belong exclusively to the Company and
the terms of this Agreement shall apply accordingly.

No Inventions or improvements (✓/x)

See below (✓/x)

Whether Additional Pages Attached ( /x)

Date:

Employee’s Signature
Employee's Name: Vinayak Tripathi
 EXHIBIT C
DEED OF ASSIGNMENT

This ASSIGNMENT is made on the 05/13/2022 BETWEEN Vinayak Tripathi, Residing at WQ3 Science
College Campus, Near Hockey Stadium, Raipur, Chhattisgarh, 492010, and of the One Part (hereinafter
referred to as “the Assignor”) and OneBanc Technologies Private Limited having its registered office at
16A/T16, Central Park – II, Sector – 48, Gurugram, Haryana – 122018 (hereinafter referred to as “the
Assignee) of the Other Part.

WHEREAS the Assignor is the proprietor and employee of the Company in India of the
[specify the nature of intellectual property rights] as set out in the schedule attached hereto (hereinafter referred
to as “IP Rights”)
AND WHEREAS the Assignor has agreed to assign the IP Rights to the Assignee for consideration
hereinafter appearing.

NOW THIS DEED WITNESSETH that in pursuance of the Agreement and in consideration of the sum of
duly paid to the Assignor by the Assignee, the sufficiency and receipt of which is hereby acknowledged,
the Assignor hereby assigns the IP Rights worldwide to the Assignee in perpetuity to hold the same unto
the Assignee, its successors and assigns absolutely.

IN WITNESS WHEREOF the Assignor and the Assignee have caused their name and seal to behereunto
affixed the day and year first above written.

SCHEDULE
(Enclosed)

SEAL For (Assignor)

ATTEST

( )

SEAL For (Assignee)

ATTEST

( )

IN WITNESS WHEREOF, the Parties have executed this Agreement at Gurgaon as on the date first
mentioned above.
OneBanc Technologies Private Limited
Employee

Signature: Signature:
Name: Ishita Mehta Name: Vinayak Tripathi
Title: Director - HR Title: Associate Lead - Module
Date: 19-July-22 Date: 19-July-22