FOUNDERS AGREEMENT

FOUNDERS AGREEMENT

This Founders Agreement (the "Agreement") is entered into on _____________ (the "Effective Date"), by and among:

_______________, a company incorporated under the laws of India and having its registered office at _________________ (hereinafter referred to as the "Company", which expression shall, unless repugnant to the context thereof, mean and include its successors in interest and permitted assigns) of the FIRST PART;

AND

FOUNDERS (as captured below), of the SECOND PART:

A. ______________, son/daughter of ___________ and residing at _______________ (hereinafter referred to as "_______", which expression shall, unless repugnant to the context thereof, mean and include his heirs, permitted assigns, administrators and successors);

B. ______________, son/daughter of late _____________ and residing at ______________ (hereinafter referred to as "_______", which expression shall, unless repugnant to the context thereof, mean and include his heirs, permitted assigns, administrators and successors);

______________ hereinafter each referred to as "Co-Founder/Founder" and collectively as the "Founders".

The Company and the Founders, wherever the context so permits, shall collectively be referred to as "Parties" and individually as "Party".

NOW, THEREFORE, the Parties agree, effective on the date of this Agreement, to the following terms and conditions:

1. Terms and Conditions

1.1 The Company is in the business of research, development, implementation, license and sale of services for the education industry (the "Business").

1.2 At the time of entering into this agreement, the Founders agree to take on the following roles in the Company:

1.2.1 ___________, being the Chief Executive Officer and Director of the Company, is responsible for technology development and product innovation.

1.2.2 ___________, being the Chief Operations Officer and Director of the Company, is responsible for raising funds, financial activities, collaboration with third parties and Human Resources matters.

1.2.3 ___________, being the Chief Marketing Officer and Director of the Company, is responsible for all marketing activities such as channel development, product management and sale development.

1.2.4 While the above clauses list the broad division of responsibilities between the Founders, the allocation is not strict, and responsibilities on some of the activities may be shared between the Founders. Wherever necessary, the Founders shall co-operate with each other and provide the required assistance towards discharging the specific responsibilities for the benefit of the Company.

1.2.5 In case of any inconsistency in the decisions of the Founders, the majority decision of the Board shall be final and binding. This includes all matters including takeover, asset sale, merger, amalgamation, dissolution or liquidation.

2. Co-Founder Directors

2.1 On the date of execution of this Agreement, the board of directors of the Company (the "Board") shall comprise ____________.

2.2 The Chairman of the Board will not have a casting vote in case of a deadlock.

2.3 The matters listed in Schedule 1 of this Agreement require the affirmative consent of all Founders before the Board can pass any resolution on the same.

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