Physical Incubation Services Agreement (Non-corporate)

PHYSICAL INCUBATION SERVICES AGREEMENT

This Physical Incubation Services Agreement (“Agreement”) is executed at ________ on this

_____ day of _______________ and is applicable with effect from ______________ (“Effective

Date”)

BETWEEN:

INDIAN TELECOM INNOVATION HUB-TECHNOLOGY BUSINESS INCUBATOR, a Society under

the Travancore – Cochin Literary Scientific and Charitable Societies Registration Act 12 of 1955,

and having its Registered Office at 4th floor, Bhageeratha Square, Banerji Road, Kacheripady,

Ernakulam North, Kochi - 682018 (hereinafter referred to as “ITIH –TBI”, which expression shall

unless repugnant to the context or meaning thereof mean and include its successors and

assigns) of the First Part;

MOBME WIRELESS SOLUTIONS LIMITED, an unlisted public company incorporated under the

aegis of the Companies Act, 1956, having its registered office at 41/3197, Fourth Floor,

Bhageeratha Square, Near Town Hall, Kacherippady, Cochin – 682018 (hereinafter referred to

as the “MobME” which expression shall, unless repugnant to the context or meaning thereof,

mean and include its successors and assigns) of the Second Part;

AND

1. _______________________, s/d/o ___________________________, aged around ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________ and

residing at __________________________________________________________________

and having his/her permanent address at _________________________________________

_____________________________________; and

2. _______________________, s/d/o ___________________________, aged around ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________ and

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residing at __________________________________________________________________

and having his/her permanent address at _________________________________________

_____________________________________;

working together and jointly trying to develop and carry on the Business referred to further

below

OR _______________________, s/d/o ___________________________, aged around ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________ and

residing at __________________________________________________________________

and having his/her permanent address at _________________________________________

____________________________________ carrying on the Business referred to further below

as a sole proprietary concern under the name and style of M/s. __________________________

OR M/s _______________________________, a partnership firm / limited liability partnership

registered under the Indian Partnership Act, 1932/ Limited Liability Partnership Act, 2008 at

present carrying on the business of [insert main / current business of the partnership/LLP] and

having its registered office at _________________________________ represented herein by its

Partners: _____________________, aged ___ yrs., son / wife / daughter of

______________________, residing at _____________________ and Mr. / Ms. ____________

____________________, aged _______ yrs., son / wife / daughter of _____________________,

residing at ____________________________ 1

(hereinafter collectively referred to as the “Start Up”, which expression shall, unless repugnant

to the context or meaning thereof, mean and include his/her/its/their successors and assigns)

of the Third Part.

ITIH – TBI and MobME are hereinafter collectively referred to as “Service Provider”. The Service

Provider and the Start Up are hereinafter individually referred to as “Party” and collectively as

“Parties”.

1 In case of a partnership / LLP, all partner names to be mentioned and made to the sign the agreement.

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WHEREAS:

A. The Service Provider are, in collaboration with each other, operating a technology

business incubator at KINFRA Hi Tech Park, Opposite to Co-operative Medical College,

HMT Colony P.O, Kalamassery, Cochin – 683503 (“Startup Village”).

B. The Start Up is desirous of availing the Incubation Services for the duration of the

Incubation Period to help it develop a commercially viable business involving [details of

the proposed business to be described here] (“Business”) and has requested the Service

Provider to provide the same. OR The Start Up has been availing of the Incubation

Services from the Service Provider since __________ to help it develop a commercially

viable business involving [Details of the proposed business to be described here]

(“Business”). 2

C. The Service Provider has agreed to provide the Incubation Services to the Start Up and

accordingly, the Parties have agreed to enter into this Agreement for recording the

terms on which the said Incubation Services will be provided and availed, the

consideration payable for the same and other terms and conditions incidental and

ancillary to the said purpose. OR In consideration of the Incubation Services provided

prior to the Effective Date and to be provided after the Effective Date, the Parties have

agreed to enter into this Agreement to record the terms and conditions on which the

said Incubation Services have been, and will henceforth be, provided and availed for the

remainder of the Incubation Period (as defined hereinafter), the consideration payable

for the same and other terms and conditions incidental and ancillary to the said

purpose. 3

NOW THEREFORE, for and in consideration of the foregoing, and the representations,

warranties, and conditions set forth below, the Parties hereto, intending to be legally bound,

hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

2 To use highlighted text only for existing client 3 To use highlighted text only for existing client

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1.1 Definition

In this Agreement, including in the Recitals, and unless the context requires otherwise, the

following words and expressions shall have the following meanings:

(a) “Agreement” means this Agreement together with its Schedules, as the same may be

amended, modified and/or supplemented from time to time in writing in accordance

with the terms and conditions hereof;

(b) “Authorized Representative” means any person duly authorized as such by each Party

for any purpose in connection with this Agreement;

(c) “Company” shall mean the company incorporated by the Start Up pursuant to Section

4.1 of this Agreement. For the avoidance of doubt, all references to the “Startup” in

this Agreement shall also mean and include a reference to the Company after the

Company signs a deed of adherence in accordance with Section 4.2 below;

(d) “Fully Diluted Basis” means the calculation of the value of the Start Up on the

assumption that all outstanding convertible securities, stock options and outstanding

commitments by the Start Up to issue equity shares at a future date, whether or not

due to the occurrence of an event or otherwise, have been so converted, exercised or

exchanged (or issued, as the case may be) and Fully Diluted shall be interpreted

accordingly;

(e) “Gross Contract Revenue” means the total sale price and/or license fees and/or

consideration paid and/or to be payable to the Start Up by its Potential Customers;

(f) “Government” shall include the President of India, the Government of India, the

Governor and the Government of any State in India, any Ministry or Department of

the same and any local or other authority exercising powers conferred by Law;

(g) “Incubation Period” shall mean a period of 6 months from the Effective Date of this

Agreement, which can be extended at the sole discretion of the Service Provider;

(h) “Incubation Services” means the physical incubation services as set forth in Section 2

hereunder and more fully set out in Schedule A and Schedule B of this Agreement;

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(i) “Key Employees” means the promoters and employees of the Start Up as mentioned

in Schedule C hereto;

(j) “Law” includes all statutes, enactments, Acts of Legislature or Parliament, laws,

ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions,

directives and orders of any Government, Statutory Authority, Tribunal, Board, Court

or recognized Stock Exchange and if applicable, international treaties and regulations

as amended from time to time;

(k) “Losses” includes all losses, claims, costs, and damages (whether direct, indirect,

general, special, absolute, accrued, conditional or otherwise and whether or not

resulting from third party claims), including interests and penalties with respect

thereto and out-of-pocket expenses, including reasonable attorneys' and accountants'

fees and disbursements;

(l) “Monitoring Committee” shall have the meaning ascribed to it in Section 5;

(m) “Potential Customers” are those customers introduced / referred by the Service

Provider to the Start Up as referred to in Section 3.1(a);

(n) “Potential Investors” are those investors and/or financiers introduced / referred by

the Service Providers to the Start Up as referred to in Section 3.1(c);

(o) “Premises” shall mean facilities in the Startup Village provided by the Service Provider

or its associates specifically to the Start Up for its use as set out in Schedule A of this

Agreement;

(p) “Pre-money Valuation” means the value of the Start Up arrived at immediately prior

to the infusion of any investment into the Start Up by Investors by calculating the

same on a Fully Diluted Basis;

(q) “Shareholders Agreement” shall refer to the shareholders agreement to be entered

into by all the shareholders of the Start Up with the Service Provider (or its nominees).

(r) “Startup Incubation Area” refers to the seats and work space, including seats, desk

attached and electric sockets, allotted to the Start Up in the Premises in pursuance of

this Agreement as set out in Schedule A;

2 SCOPE OF SERVICES

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2.1 For the due consideration payable by the Start Up as set forth in Section 3 of this

Agreement, the Service Provider shall provide physical incubation services and such other

services for the duration of the Incubation Period aimed to help the Start Up grow and

develop its Business, as more fully set out in Schedule A and Schedule B of this Agreement

(hereinafter referred to as the “Incubation Services”).

2.2 During the Incubation Period, the Start Up shall have the right to access the Premises as set

out in Schedule A of this Agreement. The aforesaid access shall be subject to compliance

with standard security measures and other reasonable precautionary measures prescribed

by the Service Provider.

2.3 For the avoidance of doubt, it is hereby stated that the Service Provider or its associates

enjoy legal ownership and/or possession of the Premises. Further, the Service Provider or

its associates shall have absolute rights to control access to the Premises.

2.4 For the avoidance of doubt, it is hereby stated that the access to Premises provided as part

of the Incubation Services does not constitute an agreement of lease. The right of the Start

Up is limited to the use of the Premises during the Incubation Period only while it is

receiving Incubation Services from the Service Provider.

2.5 Start Up shall allow persons and vehicles entering and leaving Service Provider’s campus to

be examined by the staff of Service Provider or any agency authorized by Service Provider

as part of the Service Provider’s security measures.

2.6 The Start Up shall be given access to the Start Up Incubation Area consisting of a specified

number of seats / work stations as specified in Schedule A. It is clarified and agreed that the

Service Provider may, at their absolute discretion, from time to time reduce the number of

seats and work stations allotted to the Start Up or re-allocate the seats and work stations

already allotted to the Start Up to someone else and allocate other seats and work stations

to the Start Up.

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2.7 If the Start Up has been availing any incubation services from the Service Provider prior to

the Effective Date of this Agreement and is executing this Agreement to avail the Incubation

Services under this Agreement, then the following conditions shall also apply:

(a) There shall not be any refund of any payments, if any, made by the Start Up prior

to the Effective Date; and

(b) All agreements, if any, entered into between the Start Up and the Service

Provider shall stand terminated and inoperative as of the Effective Date of this

Agreement.

3 CONSIDERATION

3.1 As consideration for the Incubation Services provided by the Service Provider as per this

Agreement, the Start Up shall pay and provide the Service Provider with the following:

a) The Service Provider may introduce the Start Up to Potential Customers who may be

interested to buy and avail Start Up’s products and services. If the Start Up generates

revenues from these Potential Customers, the Start Up agrees to pay to the Service

Provider, a payment of Five percent (2.5%) of the Gross Contract Revenue generated from

each Potential Customer for the first Three (3) years from the date of first sale and/or

license of products and/or rendering of services to the Potential Customers. Such

amounts shall be payable by the Start Up to the Service Provider within Twenty (20) days

from the date of receipt of any amounts / consideration whatsoever by the Start Up (or its

nominees) from any Potential Customer.

b) In the event of any investment whatsoever by any person / entity (“Investors”) into the

Start Up at any time after the Effective Date hereof, the Service Provider shall have the

right, at their sole and absolute discretion, to co-invest along with such Investors up to a

maximum of Thirty percent (30%) of the total investment proposed to be raised by the

Start Up from such Investors at the given point of time till the Start Up reaches a

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Pre-money Valuation of INR Sixty Crores (INR 60,00,00,000/-) or US Dollars Ten million

(US$ 10,000,000).

Provided however that the price at which the Service Provider shall be allotted and issued

equity shares (or such other securities as are proposed to be allotted and issued to the

other Investors for their investment) for the investment by the Service Provider shall be

calculated based on a discount of Thirty percent (30%) of the Pre-money Valuation, i.e.

the price at which the Service Provider shall be issued and allotted equity shares (or such

other securities) shall be at a Thirty percent (30%) discount to the price per share / other

security at which such shares / other securities are to be allotted and issued to the

Investors. The Service Provider shall have the absolute right to transfer / assign / novate

in whole (or in part), and in one or multiple stages, their right to investment in the Start

Up and/or the shares / other securities that may be held by them in the Start Up from

time to time to any other persons or entities as they deem appropriate and the Start Up

shall do all the necessary corporate actions to facilitate and perfect the issue / transfer of

such shares / other securities to such nominee(s) of the Service Provider.

Where the Start Up incorporates a new entity outside India for similar product/ideas or

correlated activities of the Business or to raise funding for the development of products or

its Business as contemplated under this Agreement, the Service Provider shall at their

discretion have the right to co-invest, as mentioned above, as they deem fit in such

entities outside India by themselves / through their nominee(s). The terms and conditions

in relation to the Service Provider’s (and/or their nominees’) shareholding in the Start Up

shall be as set forth in a Shareholders Agreement as contemplated in Section 4.1

hereunder.

The Service Providers will have this right to co-invest at at a discount, for only one (1)

round of investment proposed to be raised by the Start Up. The Service Providers will

have the right to invest in future rounds of investment proposed to be raised by the Start

Up in proportion to its shareholding should it desire to do so, but without a discount.

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c) The Service Provider may introduce the Start Up to potential investors / financiers

(“Potential Investors”), who may be interested to invest in the Start Up and/or provide

financial assistance to the Start Up. If the Start Up receives any funding in any manner, by

way of equity, debt, convertible debt, grants, financial discounts, etc., from any such

Potential Investors introduced by the Service Providers, the Start Up agrees to pay the

Service Provider an arranger’s fee of Two-and-a-half percent (2.5%) of the total funding

received by the Start Up from such Potential Investors. Such amounts shall be payable by

the Start Up to the Service Provider within Twenty (20) days from the date of receipt of

any such funds / financial benefits whatsoever by the Start Up from the Potential Investor.

d) In the event that the Business, assets, Key Employees and/or the intellectual property

rights of the Start Up are wholly / partly sold, transferred or surrendered to any other

person / entity and/or the Key Employees of the Company take up employment /

engagement with any one other person / entity and the Start Up receives any

consideration whatsoever in cash / kind as mentioned above in connection with such sale,

transfer or surrender and/or the mass resignation and/or movement of the Key

Employees to employment / engagement with another person / entity, the Start Up

agrees to pay the Service Provider Twenty percent (20%) of the aggregate value of all

consideration whatsoever (including but not limited to cash, securities, options any other

properties and assets whatsoever) received (or to be received over a period of time) by

the Start Up. Such amounts shall be payable by the Start Up to the Service Provider within

Twenty (20) days from the date of receipt of any such funds / financial benefits /

consideration whatsoever in kind by the Start Up from the Potential Investor.

3.2 If and when the Start Up reaches/crosses a valuation of INR Sixty Crores (INR

60,00,00,000/-) or US Dollars Ten million (US$ 10,000,000), and it raises further

investment, the Service Provider shall also have the right to invest in the Start Up in

proportion to its shareholding should it desire to do so.

3.3 The Start Up undertakes to keep the Service Provider informed in writing every time it

proposes to bring in further investment or funds in the Start Up either from the existing

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shareholders or from third party investors at any time after the Effective Date at least

Fifteen (15) days before it enters into negotiations to raise such investments / funds. The

Start Up shall also notify the Service Provider within Ten (10) days of entering into any

sale / supply / license / services agreement with any Potential Customers.

3.4 The Service Provider (or their affiliates or nominees) shall also be entitled at their

discretion to charge the Start Up fees and expenses on a monthly basis (or such other

periodic basis as decided by the Service Provider) towards fees for the seats and

workstations used by the Start Up, for electricity, water, internet and other common

facilities and amenities used by the Start Up and/or for any specialized or hi-tech

equipment, laboratories or other facilities provided by the Service Provider to the Start Up

for its Business. The Service Provider shall also be entitled to charge the Start UP pro rata

fees for meeting the costs and expenses of arranging and organizing training, mentoring

and other activities conducted by external experts and agencies. All such amounts as

invoiced by the Service Provider (or their affiliates or nominees) shall be payable by the

Start Up within Ten (10) days of the date of the relevant invoice / bill, time being of the

essence.

3.5 For the avoidance of doubt, it is hereby agreed and confirmed by the Start Up that the

Incubation Services offered by the Service Provider under this Agreement and

introduction of Potential Customers and Potential Investors to the Start Up under this

Agreement, irrespective of the contingency of termination of this Agreement during its

term as set out in Section 6.1 (including during the Incubation Period), constitute

adequate consideration for the revenue sharing to be paid as per Section 3.1(a), the

discounted price at which shares / other securities are to be allotted and issued to the

Service Provider by the Start Up as per Section 3.1(b), the arranger’s fee to be paid as per

Section 3.1(c), the amounts to be paid as per Section 3.1(d) and the fees and expenses to

be paid / reimbursed in accordance with Section 3.4. The Start Up agrees to make prompt

payment of the amounts mentioned in Section 3.1 (a), 3.1(c), 3.1(d) and Section 3.4

above, time being of the essence.

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4 COVENANTS

4.1 The Start Up undertakes to incorporate itself as a Company under the Companies Act,

2013 and transfer the Business and all assets of the Start Up to the Company within

Forty-five (45) days from the Effective Date or prior to any further investment or

fund-raising whatsoever in/by the Start Up after the Effective Date hereof, whichever is

earlier. In the event of any proposed investment by the Service Provider pursuant to

Section 3.1 above, the Parties agree to enter into a Shareholders Agreement along with

the Investors and all other shareholders of the Start Up prior to such investment by the

Service Provider in the Start Up. The aforesaid Shareholders Agreement, which shall be

congruous with this Agreement and the interests of the Service Provider, shall

mandatorily incorporate the following:

a) Tag along rights: In the event of sale of shares in the Start Up by the shareholders to

third parties, the selling parties are obliged to ensure that the acquiring third parties

also acquire the shares held by the Service Provider/ its nominee(s) on the same

proportional conditions as the selling parties as a pre-condition to any such sale by the

shareholders. The Parties agree that the valuation of shares regarding the aforesaid

transaction shall not be prejudicial and detrimental to the reasonable commercial

interests of the Service Provider.

b) Drag along rights: In the event of collective exit to an independent third party, the

majority shareholder may require the other shareholders to mandatorily sell their

shares to the said independent third party. The sale of shares shall be on the same

proportional conditions for each shareholder as all other shareholders. The Parties

agree that the valuation of shares regarding the aforesaid transaction shall not be

prejudicial and detrimental to the reasonable commercial interests of the Service

Provider.

c) Anti-dilution clause: The shareholding percentage held by the Service Provider in the

Start Up shall not be diluted till the Start Up, as valued by an independent auditor

satisfactory to the Service Provider, reaches a pre-money valuation of US Dollars that

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is higher than the valuation at which the Service Provider has invested in the Start Up,

up to a maximum pre-money valuation of USD 10 Million Dollars, except unless the

Service Provider decides not to invest along with the Investors in terms of Section 3.1

above.

4.2 The Start Up shall, upon incorporation of the Company and within a period of Fifteen (15)

days from the date of incorporation of the Company, ensure that the Company completes

the following:- (a) signs a deed of adherence to this Agreement in a form and manner

satisfactory to the Service Provider agreeing to abide by all of the confirmations and

obligations of the Start Up and Company as mentioned in this Agreement; and (b)

furnishes to the Service Provider a certified true copy of resolutions passed by the Board

of Directors and the shareholders of the Start Up / Company ratifying the consideration

payable / to be provided as mentioned in Section 3.1 and 3.4 as being reasonable and

appropriate consideration for the Incubation Services provided by the Service Provider.

4.3 The Start Up shall avail the Incubation Services and use the Premises only during the

Incubation Period and only for the purposes set out in this Agreement. The Start Up

undertakes not to store any combustible materials or articles dangerous to life or

otherwise prohibited under Law within the area under its control.

4.4 The Start Up shall not, without the previous written permission of the Service Provider

alter, improve or make structural alterations to the physical components of the Premises

provided by the Service Provider. Provided that the Start Up may at its own cost and

expense, with prior consent of the Service Provider, install such facilities as would be

required to carry out its activities without affecting or damaging the present building and

any structure of the building. It shall, on the expiry of the Incubation Period, hand over

physical components of Premises (including the Startup Incubation Area) in its original

condition subject to reasonable wear and tear or earlier determination thereof, dismantle

and remove all such office facilities etc. at their own costs and expenses and shall also

have the option to leave behind those items which they do not wish to remove for which

the Service Provider shall not have to pay any charges.

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4.5 For the avoidance of doubt, it is clarified that the Start Up is required to completely vacate

the Premises and return possession of the Startup Incubation Area in its original condition

subject to reasonable wear and tear at their own costs and expenses to the absolute

satisfaction of the Service Provider on the expiry of the Incubation Period, time being of

the essence. On failure to abide by this Section, the Service Provider will have the right to

claim damages from the Start up. The Start Up shall also not be entitled after expiry of the

Incubation Period, except with the prior written permission of the Service Provider, to use

the Service Provider’s address (or the address of the Premises) for communication

purposes in any form whatsoever.

4.6 The Start Up shall not transfer, assign, license, sub license or enter into any arrangement

whatsoever and shall not deal with their interests or rights in the Incubation Services or

Premises with any person/s or institutions in any manner whatsoever without the

previous written permission and consent of the Service Provider. If, in case any such

permission is once granted, the same shall be by a separate agreement as per the terms

decided by the Service Provider.

4.7 The Start Up shall be entitled to display the name and/or signboards only in the space

specified by Service Provider in the Startup Incubation Area.

4.8 The Start Up shall not cause any disturbance, annoyance, nuisance, damages to Service

Provider or the Startup Village or the peaceful functioning of other units in other premises

in Service Provider’s campus and will not create any obstructions in the common areas.

4.9 The Start Up shall indemnify the Service Provider in case the property or Premises of the

Service Provider including but not limited to the Startup Incubation Area or the property

in Startup Village, is destroyed/ disturbed/damaged, whether whole or in part, due to

actions/ inactions of the Start Up or anyone representing the Start Up, in any manner

whatsoever.

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4.10 The Start Up shall not indulge in consumption, possession or storage of alcohol or any

other illegal or banned substances inside the Premises of the Service Provider, including,

but not limited to, the Startup Incubation Area.

4.11 The Start Up shall inform Service Provider in writing of any proposed change in the

corporate structure of the Start Up and/or any proposed investment in the Start Up at

least Thirty (30) days prior to such proposed change / investment.

4.12 The Start Up shall promptly notify the Service Provider of any proposed change in the

nature or scope of the Business and of any event or condition, which might materially and

adversely affect or delay growth or development of the Business. Any proposed change in

the nature or scope of the Business shall not be implemented without the prior approval

of the Service Provider.

4.13 The Start Up shall not, without the approval of the Service Provider, undertake or permit

the following the actions:

(a) undertake or permit any merger, consolidation, scheme of arrangement or

compromise with its creditors or shareholders or effect any scheme of

amalgamation or reconstitution.;

(b) revalue its assets any time during the term of this Agreement; and

(c) transfer, assign, dispose of, pledge, charge, hypothecate, mortgage or create any

lien or in any way encumber any of its undertakings, properties and assets or

Business in favour of any third party.

4.14 The Start Up shall promptly notify the Service Provider in the following circumstances: a)

on the happening of any event which will have or likely to have an adverse effect on the

Business; and b) force majeure circumstances and/or circumstances beyond the

reasonable control of the Start Up against which the Start Up may or may not have

insured its properties.

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4.15 During the term of this Agreement, the Start Up shall not sell, assign, license, transfer or

engage in any activity that amounts to transfer or surrender of all / any part of its

intellectual property rights or its Business to any third party without the previous consent

of the Service Provider.

4.16 The Start Up shall observe and perform all rules and regulations prescribed under various

Industrial and Labour Legislations including but not limited to the Shops and Commercial

Establishments Act, Industrial Disputes Act, Workmen’s Compensation Act, Payment of

Wages Act, Minimum Wages Act or any other statute governing the relationship between

employer and employees and the Start Up alone shall be responsible for all such statutory

compliances.

4.17 The Start Up shall comply with all the Laws for the time being in force that would be

applicable to the Start Up and shall comply with any regulations therein including but not

limited to filing of any forms, acquiring any licenses, submitting any returns with any

statutory authority or any Government.

4.18 The Start Up undertakes to provide a monthly general update on its business and financial

affairs on or before the Tenth (10th) business day of every month.

4.19 The Start Up also undertakes to submit itself to the annual audit of the Service Provider,

which shall be carried out at the sole discretion of the Service Provider. The Start Up,

upon written request of the Service Provider, undertakes to provide all the pertinent

documents, records and information as required by the Service Provider during the tenure

of this Agreement.

4.20 All indirect taxes, if any, payable in connection with the services provided by the Service

Provider to the Start Up and/or the consideration payable or to be provided by the Start

Up for the same shall be borne solely by the Start Up and shall be paid in addition to the

amounts and other consideration referred to in Section 3.1 and 3.4 above.

4.21 The Start Up shall ensure compliance by all its staff and employees, including the Key

Employees, with all of the terms and conditions of this Agreement and all other rules and

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regulations that may be prescribed from time to time by the Service Provider in / relating

to use of the Premises.

5 MONITORING COMMITTEE

5.1 The Service Provider shall be entitled to appoint a Monitoring Committee comprising of

the representatives of the Service Provider and other experts for evaluating the

performance of the Start Up and its Business.

5.2 The Monitoring Committee shall continuously monitor the Business and activities of the

Start Up and, for this purpose, shall have free access to the Startup Incubation Area to

monitor the Start Up.

5.3 The Start Up shall permit the Monitoring Committee or any authorized representative of

the Service Provider to carry out technical and financial inspections during the term of this

Agreement and to inspect all records, documents, registers and accounts of the Start Up.

Any such representative of the Monitoring Committee or Service Provider shall have free

access at all reasonable times to any part of the Start Up's assets and to its records,

registers and accounts and to all schedules, costs, estimates, plans and specifications

relating to the Business and shall receive full co-operation and assistance from the

employees of the Start Up.

6 TERM AND TERMINATION

6.1 This Agreement shall be in force for a period of Five (5) years from the date of first

product sale by the Start Up.

6.2 This Agreement can be renewed or amended on such terms as may be mutually agreed to

by the Parties.

6.3 The Start Up shall not be entitled to terminate this Agreement after expiry of the

Incubation Period. The Service Provider shall have every right to terminate this Agreement

during its term as set out in Section 6.1 (including during the Incubation Period) and/or to

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deny access to the Incubation Services and the Premises, after giving a Fifteen (15) days’

notice, in the following circumstances: -

a. Where the Start Up violates any of the terms and conditions of this Agreement or

the Shareholders Agreement executed in pursuance of this Agreement; or

b. Where the Start Up violates any representation and warranties mentioned

hereinabove and such other rules and regulations as may be framed by Service

Provider, from time to time; or

c. Commits any fraud, theft or any other offence punishable under law; or

d. Unsatisfactory performance of the Start Up as per the determination of Monitoring

Committee; or

e. Such other circumstances as may deem fit in the interest of the Parties to this

Agreement.

6.4 Upon the termination of the Agreement / stoppage of access to the Incubation Services

and the Premises pursuant to Section 6.3, the Start Up shall:

i. Be prohibited from accessing the Premises of the Service Provider, stated in

Schedule A.

ii. Not be permitted to use the Service Provider’s address (or the address of the

Premises) for communication purposes in any form whatsoever.

6.5 For the avoidance of doubt, it is agreed that any termination of this Agreement shall not

affect any shares and securities subscribed to / held by the Service Provider (and their

nominees) and their rights as shareholders in the Start Up; and the Service Provider (and

their nominees) will be entitled to retain such shares and securities held by them in the

Start Up. It is further clarified and agreed that the termination of this Agreement by the

Service Provider after expiry of the Incubation Period, but prior to expiry of the term as

set out in Section 6.1, shall not, in any manner, adversely affect the rights of the Service

Provider under Section 3.1, Section 3.2 and Section 3.4. All other provisions of this

Agreement (including the indemnity obligations of the Start Up) as are necessary for the

Service Provider to receive the full economic consideration and benefits as referred to in

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Section 3.1, Section 3.2 and Section 3.4 shall survive termination of the Agreement and

continue to be in force between the Parties.

6.6 If the Start Up violates / fails to comply with any of the clauses mentioned in this

Agreement, the Service Provider will have absolute discretion to take necessary actions

including but not limited to initiating legal action for specific performance, claiming

damages or other remedies as available under Law.

7 INDEMNIFICATION

The Start Up shall keep the Service Provider indemnified in the event of Losses or damage

by fire or natural calamities of the structures / equipment / fittings or part thereof, or

from any third party liability arising from such event, or any other accident / event within

the Premises and / or Startup Village and/or any fraud, negligence or misrepresentation

or any default in compliance with any of the terms of this Agreement on the part of the

Start Up.

8 MISCELLANEOUS

8.1 Service of Notice

Service of a notice or any communication must be effected by one of the following

methods:

(a) by hand to the relevant address as set out in Section 8.2 and shall be deemed

served upon delivery, if delivered during a business day or at the start of the next

business day, if delivered at any other time; or

(b) by prepaid first-class post/registered post/speed post to the relevant address set

out in Section 8.2 and shall be deemed served at the start of the Fourth (4th)

business day after the date of posting; or

(c) by electronic mail transmission in “portable document format” (“.pdf”) to the

relevant e-mail addresses set out in Section 8.2 and shall be deemed served on

dispatch, if dispatched during a business day or at the start of the next business

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day, if dispatched at any other time, provided that in each case a receipt indicating

complete transmission of the notice is obtained by the sender.

8.2 Address for Service

ITIH-TBI:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

MobME:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

Start up:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

8.3 Applicable Law & Settlement of Disputes

This Agreement shall be construed, governed by, interpreted and applied in accordance

with the Laws of India. Any dispute arising out of or in connection with this Agreement,

including any question regarding its existence, validity or termination, shall be referred to

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and finally resolved by arbitration under Arbitration and Conciliation Act, 1996. The award

made by the arbitrator shall be final and binding on both Parties. The seat of arbitration

shall be Cochin, Kerala. All arbitration proceedings shall be conducted in English language.

The arbitration shall be conducted by a sole arbitrator in case Service Provider and Start up

agree upon the appointment of a sole arbitrator, failing which the arbitration shall be

conducted by a panel of Three (3) arbitrators consisting of One (1) arbitrator jointly

appointed by the Service Provider, One (1) arbitrator appointed by the Start up and the

third arbitrator jointly appointed by the two arbitrators appointed as aforesaid. Subject to

the above, the courts in Cochin, Kerala shall have jurisdiction over all matters relating to this

Agreement.

8.4 Entire agreement

This Agreement together with any agreement specifically executed pursuant to this

Agreement constitutes the whole and only agreement between the Parties relating to the

Incubation Services. This Agreement supersedes and extinguishes any prior drafts,

agreements, undertakings, representations, warranties and arrangements of any nature

whatsoever, whether or not in writing, relating thereto.

8.5 English Language

All notices or formal communications under or in connection with this Agreement shall be in

the English language.

8.6 Assignment

Unless specifically otherwise provided in this Agreement, neither Party shall have the right

to assign their respective rights hereunder or transfer their respective rights and

obligations, in whole or in part, to any third party. Provided however that the Service

Provider, may at its discretion, assign, transfer, novate and/or delegate any of its rights and

obligations to any third party.

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8.7 Severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable under the

laws of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be

given no effect and shall be deemed not to be included in this Agreement but without

invalidating any of the remaining provisions of this Agreement which shall not in any way be

affected or impaired. The Parties hereto shall then use all reasonable endeavors to replace

the invalid or unenforceable provisions with a valid and enforceable and mutually

satisfactory substitute provision, achieving as nearly as possible the intended commercial

effect of the invalid, illegal or unenforceable provision.

8.8 Waivers And Remedies

No failure or delay by the Parties in exercising any right or remedy provided by law under or

pursuant to this Agreement shall impair such right or remedy or operate or be construed as

a waiver or variation of it or preclude its exercise at any subsequent time and no single or

partial exercise of any such right or remedy shall preclude any other or further exercise of it

or the exercise of any other right or remedy.

8.9 Variation

The Service Provider shall vary the terms of this Agreement (or of any of the documents

referred to in this Agreement) at such circumstances as it may deem fit in the interest of the

Parties to this Agreement. Such variation shall not come into effect unless it is made by an

instrument in writing and signed by duly Authorized Representatives of each of the Parties

hereto. The expression “variation” shall include any variation, amendment, supplement,

deletion or replacement however effected.

8.10Counterparts

This Agreement may be executed in one or more counterparts, each of which when duly

executed and delivered shall be deemed an original but all of which together shall

constitute one and the same instrument and any Party may execute this Agreement by

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signing any one or more of such originals or counterparts. The delivery of signed

counterparts by facsimile transmission or electronic mail in “portable document format”

(“.pdf”) shall be as effective as signing and delivering the counterpart in person.

8.11Costs and Expenses

Each of the Parties shall bear their own legal costs, disbursements charges and expenses

incurred in and about the negotiation, preparation and execution of this Agreement and

any other document executed in connection with this Agreement including but not limited

to the Shareholders Agreement. However, stamp duty payable in relation to this

Agreement, the Shareholders Agreement and any other document executed in connection

with this Agreement shall be borne by the Start Up.

SCHEDULE A

The facilities provided by the Service Provider in the Premises in the Startup Village during the

Incubation Period are as follows:-

• Usage of conference room*

• Limited usage of the address of the Service Provider solely for the purpose of

communicating as a participant in the Incubation Services provided by the

Service Provider.

• Usage of Startup Incubation Area consisting of ____ seats / work stations on

___________ floor of the Premises.

*Access to conference rooms is subject to availability. Therefore, they will have to be booked

well in advance. Guidelines for booking and allotment will be formulated by the Service

Provider. The Start Up shall be informed regarding the same from time to time.

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SCHEDULE B

Services Provided By Service Provider during the Incubation Period

A) Access to Premises set out in Schedule A

B) Access to a pool of mentors

C) Guidance in product development

D) Introduction to Potential Customers and Potential Investors and

E) Assistance in promotion of the Start Up’s Business

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SCHEDULE C

Key Employees

1. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

2. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

3. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged ____

years, holding PAN card / Passport / Aadhar card / driving license No _______________

and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

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IN WITNESS WHEREOF, the said Service Provider and the said Start Up have put their respective

signatures hereunder on the day, month and year first above written.

Signed and delivered for and on behalf

of INDIAN TELECOM INNOVATION

HUB-TECHNOLOGY BUSINESS

INCUBATOR (ITIH -TBI)

By:

Title:

Signed and delivered for and on behalf of

__________________________________

(Start Up)

By:

Title:

Signed and delivered for and on behalf

of MOBME WIRELESS SOLUTIONS

LIMITED

By:

Title:

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