Founders' agreement with vesting and IP assignment

This agreement is made at Bengaluru on 4 November 2026 between the founders of Ledgerly Health Private Limited, a private limited company with its registered office at 12 Residency Road, Bengaluru, Karnataka 560025 (the Company), which builds billing software for clinics:

• Neha Iyer, of 45 Indiranagar 2nd Stage, Bengaluru, Karnataka 560038
• Farhan Qureshi, of 8 Koramangala 5th Block, Bengaluru, Karnataka 560095

Each of them is a Founder, and together they are the Founders. A person stops being a Founder on their leaving date under the clause on a Founder who leaves. From then on they have no say in the decisions that need every Founder, and only the duties this agreement says last after leaving continue to bind them.

Each Founder's shares in the table vest over 48 months from 1 July 2026, ending on 1 July 2030. None vest before 1 July 2027 (the cliff). On the cliff date, the shares for the months up to it vest at once, and after it a further equal part vests at the end of each month while the Founder remains a Founder. A share that has vested stays vested. Vesting decides what happens to a Founder's shares on leaving, as set out below; until then each Founder holds and votes all their shares.

Each Founder takes the role set out in the table and decides the matters that role covers. While a Founder, each Founder works full time for the Company and does not take up other paid work without the written consent of the other Founders.

1. Raising money by issuing shares or convertible instruments.
2. Selling the Company, its business or a substantial part of its assets, or merging it with another company.
3. Borrowing, or giving a guarantee, above an amount the Founders fix in writing.
4. Changing the main business of the Company.
5. Taking on a new founder, or changing this agreement.

The Founders vote their shares and, where they are directors, exercise their votes as directors, so as to give effect to these decisions, as far as the law allows.

Each Founder assigns to the Company, by the separate IP assignment signed with this agreement, the copyright in the work that Founder made for the business before this agreement, and in all work the Founder makes for the Company while a Founder.

1. A Founder who wishes to stop working for the Company gives the other Founders 60 days' written notice.
2. A Founder's leaving date is the earliest of: the day that notice ends; an earlier day the other Founders agree in writing; and the day the Founder stops working full time for the Company for any other reason, including removal from their role or being unable to continue.
3. Vesting stops on the leaving date. The leaving Founder's shares that have not vested are transferred to the remaining Founders in proportion to their own holdings, at their face value, within sixty days of the leaving date.
4. For the leaving Founder's vested shares, the remaining Founders have the first right to buy all or part of them, in proportion to their holdings, at fair value. Fair value is the price the leaving and remaining Founders agree within thirty days of the leaving date, or failing that, the value fixed by an independent valuer they appoint jointly, whose fee they share equally.
5. The leaving Founder signs the transfer documents needed for these transfers, and resigns as a director if the remaining Founders ask.

While a Founder, no Founder carries on or works for a business that competes with the Company without the written consent of the other Founders. This restriction ends when the Founder leaves. After that, the Company's protection rests on the confidentiality clause and the IP assignment.

Each Founder keeps the Company's confidential information, including its plans, code, designs, customer and supplier details and figures, confidential, uses it only for the Company, and keeps it confidential while a Founder and for three years after leaving. This does not cover information that is public without a breach of this agreement.

This agreement is governed by the laws of India. The Founders will first try to settle any dispute by meeting within fourteen days of one of them raising it in writing. Failing that, the courts at Bengaluru have jurisdiction.

This agreement binds the Founders who sign it. It does not amend the Company's memorandum or articles of association. A change to it is valid only in writing signed by every Founder and, for a term that binds a former Founder, by that person too. If a part of it is found unenforceable, the rest continues. Each Founder keeps a signed copy.

This assignment is made at Bengaluru on 4 November 2026 by each founder named below (each an Assignor) in favour of Ledgerly Health Private Limited, of 12 Residency Road, Bengaluru, Karnataka 560025 (the Company).

1. Each Assignor assigns to the Company the whole of the copyright in the work that Assignor made for the Company's business before today, described against the Assignor's name below, and in all work the Assignor makes for the Company while a founder, each future work as it comes into existence.
2. The rights assigned are all rights in the work, including the rights to reproduce, publish, adapt, translate and communicate it to the public.
3. The assignment is for the full term of copyright and is worldwide. It covers print, electronic and online media and every other medium or mode of exploitation in commercial use today.
4. The consideration for the assignment is the Assignor's shareholding in the Company and the promises the founders make to each other in the Founders' Agreement of today's date. No royalty is payable.
5. The assignment does not lapse if the Company does not exercise the rights within one year.
6. Each Assignor confirms that the work is the Assignor's own, and will sign any further document the Company reasonably needs to record the assignment.

For the founders only. This sheet is not part of the agreement.

• Each founder owns the copyright in the code, designs and writing they made until they assign it in writing, signed by them (Copyright Act, 1957, ss.17 and 19(1)). The assignment names the work, the rights, the duration, the territory and the consideration, as section 19(2) and (3) ask, and says the rights do not lapse after a year (s.19(4)). Describe the earlier work carefully: what is not named may not be covered.
• An agreement that restrains anyone from a lawful profession, trade or business is void to that extent, with an exception for the sale of goodwill (Indian Contract Act, 1872, s.27). That is why the non-compete lasts only while a person is a founder.
• The agreement binds the founders who sign it and does not change the company's articles of association. The share transfers it describes go through the company's own transfer process. We can carry these terms into the articles and handle the transfer steps with you.
• Stamp both documents before or at the time of signing, under the Stamp Act of the State where they are signed, at that State's rate (Indian Stamp Act, 1899, ss.3 and 17). An unstamped document is not admitted in evidence until the duty and a penalty are paid (s.35). This sheet states no rate.
• Every founder and the director signing for the company sign, and each keeps a signed copy.