REGISTERED OFFICE MEMBERSHIP LETTER– TERMS OF OFFER

To, 20 October, 2018

The Professional Point
Deba Pratim Sinha

Dear Deba,

We, 91 Springboard Business Hub Private Limited (the “​91springboard​​”) are pleased to offer you (the
“​Member Entity​​”), a registered office working facility for your business operations (“​Membership​​”). Your
Membership will be associated with the 91springboard’s hub located at 91springboard, A-130, A Block, Sector
63, Noida, Uttar Pradesh 201301 ​(“Hub”).

The terms and conditions of the Membership are as set forth in the ​Annexure-1 (“​Terms and Conditions​​” or
“​Agreement​​”) to this offer letter. 91springboard and the Member Entity are collectively referred to as “​Parties​​”
and individually as “​Party​​”. For ease of reference, outlined below are certain key terms of your Membership
with the 91springboard:

1. Membership Benefits​​: Depending on the availability at the Hub and in consideration of the Membership
Fees paid by you, 91springboard shall allow you access to the Hub for any two half days (upto 5 hours) in
the month, or 1 full day (upto 10 hours) in a month. Please note that all terms of usage expire at the end of a
calendar month. Further, usage of meeting rooms/ conference rooms/ events area is not included under this
plan, and shall be charged at the Standard Rates, as provided under ​Annexure-3​​.

2. Onboarding of Members: While onboarding of members or member entity, after the membership is
confirmed, the member entity should provide KYC documents of the members joining at the hub in the
co-working platform and each member in that entity should sign the member onboarding checklist as
mandatory.

3. Change in the Membership Plan by the Member: ​A detailed list of Membership plans, along-with the
membership fee and available discounts is annexed as ​Annexure- 2 to this offer letter. In case you wish to
change the Membership plan, you shall communicate the same to the Hub team in the form of an email and
the revised charges in accordance with ​Annexure-2 shall be reflected in the following month’s invoice
raised in the Member Entity’s name. The standard terms and conditions as provided under ​Annexure 1
shall continue to apply to such changed Membership plan.

4. Membership Fees​​: ​During the Term of the Membership, you as a Member Entity ​shall pay to
91springboard​, a monthly fee of ​INR 2199​​/-. (“​Membership Fees​​”) plus applicable Goods and Services
 Tax (GST). ​Various other details concerning the payment conditions shall be as per the Terms and
Conditions.

5. Security Deposit​​: The Member Entity shall also pay an interest free, refundable security deposit, which
shall be equivalent to [1.18x] of the monthly Membership Fee (“​Security Deposit​​”), at least 1 (One) day
prior to the date of first day of use of the Membership Benefits. The Security Deposit is refundable and shall
be returned within 7 (Seven) business days from the date of termination of the Membership, subject to (i)
clearance of all pending dues of the Member Entity; and (ii) change in registered office of the Member
Company from Hub. The Security Deposit shall be refundable subject to all other conditions in the Terms
and Conditions, however, under no circumstance is the Security Deposit be liable to be refunded, along with
any interest component.
6. GST Compliance: The Member Entity hereby agrees to submit its GST registration details to
91springboard as may be required to comply with GST provisions as provided by the appropriate
government, at the time of Onboarding. The Member Entity shall acknowledge that in case it fails to submit
the required GST registration details at the time of Onboarding or latest by 7 days prior to monthly
invoicing date, it shall not be able to avail input credit of GST paid on the 91springboard invoice.

7. Escalation in Membership Fees​​: The Parties agree that the Membership Fees payable by the Member
Entity to 91springboard may be increased annually, at the sole discretion of 91springboard and shall be
communicated to the Member Entity in writing, provided however that,

(i) any uniform increase in the Membership Fees shall not be applicable to a Member Entity in its first six
months of the Membership Plan. Accordingly, in case there is an increase in the Membership Fees in the
initial six months of the Membership Plan, then such increased pricing shall be applicable to the Member
Entity only with effect from the seventh month. On the contrary, if there is a uniform decrease in the
Membership Fees in the initial six months of the Membership Plan, then such decreased pricing shall be
applicable to the Member Entity immediately, notwithstanding that the initial six months have not expired.
(ii) any escalation in case of teams which have locked-in shall happen only after the period of lock-in is
over, unless mutually decided by 91springboard and respective member entity.

8. Lock-in Period​​: The Member Entity shall not be entitled to terminate the Membership Plan prior to the
expiry of 6 months from the commencement of the Term (“​Lock-In Period​​”). In case, the Member Entity
terminates the Membership Plan prior to the expiry of the Lock-in Period, then 91springboard shall be
entitled to forfeit the entire Security Deposit (​as defined in the Agreement)​ of the Member Entity.
Provided that 91springboard shall be entitled to terminate the Membership Plan during the Lock-In Period,
for any material breach of the terms and conditions of this Agreement committed by the Member Entity,
which is not cured by the Member Entity, within thirty (30) days in spite of receiving notice issued by
91springboard to Member Entity, informing Member Entity about such breach.

9. Discounts: ​Discounts can be availed by the Member Entity as per what is promised over email or
mentioned on the website. However, 91springboard reserves the right to withdraw any existing discount or
introduce a new discount in place of an existing discount by giving the Member Entity one month’s notice.
 10. Term​​: This Co-working Agreement shall be in force, unless terminated by either of the Parties in
accordance with the Terms and Conditions provided under ​Annexure-1​​.

11. Registered office Scheme​​: You have opted for the Registered Office Scheme of 91springboard, pursuant to
which you can register your office at Hub address in the records of the relevant registrar of companies. For
such registration, the following shall be required:

i. 6 months’ advance Membership Fees (with GST) along with the 1 month’s Security Deposit.

ii. Member Entity agrees that in case the company decides to discontinue their membership with us, it will
also change its registered address with the ROC to a new office address. The Member Entity must sign
the deregistration form (entry),which states the same.

For and on behalf of 91springboard Business Hub Private Limited

Name: Harsh Bahrey

Designation: Manager - Value Partners

Date: 20 October, 2018

To, 20 October, 2018

91springboard Business Hub Private Limited

A-130, A Block,
Sector 63, Noida, Uttar Pradesh 201301

We refer to your letter dated 20-Oct-2018 (“​Offer Letter​​”). We accept your offer to become a member at the
Hub. We wish to avail the Registered Office Membership plan.

We understand that initially, our Membership Fee shall be an amount of ​INR 15,568.92/- for a period of 6
months with a one time refundable security deposit of ​INR 2594.82/-

We have read and understood all the terms and conditions mentioned in the Offer Letter, including but not
limited to Terms and Conditions mentioned under ​Annexure-1 thereto. We hereby confirm our acceptance to
all such terms and conditions mentioned in the Offer Letter, and also undertake to ensure compliance of such
terms and conditions by our Team Members.

Acknowledged and accepted by:

_______________________________________

For and on behalf of ​The Professional Point

Name: ​Deba Pratim Sinha
Designation: ​ Co founder
Date: ​20-Oct-2018
 ANNEXURE 1

91springboard Business Hub Private Limited – Standard Terms and Conditions

1. MEMBERSHIP FEES AND TERMS OF PAYMENT

1.1 Except the Membership Fees paid in advance for the first six months of the Membership Plan, the
Membership Fee thereafter shall be payable in advance on a half-yearly basis (commencing from the end
of initial six months of the Membership Plan). The due date for the payment of the Membership Fee for
the subsequent 6 months shall be the last day of the preceding half year (“​Due Date​​”).  

1.2 In the event, the Member ​Entity ​does not pay the Membership Fees on the Due Date, the Member ​Entity
shall be charged a penalty amount of INR 500/- (Rupees Five Hundred only) after the Due Date till the 1​st
day of the following month (“​Extended Period​​”), after which, the Membership of the Member ​Entity
may be subject to revocation and Security Deposit shall be forfeited.  

1.3 The Membership Fee shall be exclusive of all taxes.

 
1.4 The Member Entity hereby agrees and undertakes to periodically deposit any TDS, if deducted on the
Membership Fees (“​TDS Amount​​”), at the applicable rates, as per the provisions of the Income Tax Act,
1961. The Member ​Entity ​shall submit the certificate with respect to TDS Amount to 91springboard at
the end of the quarter for which the TDS Amount was deducted. If the TDS certificate is not provided to
91springboard by the 15​th of the second month of the next quarter, then such TDS Amount shall be treated
as unpaid portion of the Membership Fee. In case of non-submission of the TDS certificate for TDS
Amount or non-payment of the TDS Amount, 91Springboard may disallow Member Entity’s access to
the Hub and discontinue all services that are part of the Membership Plan, till the date of submission of
the TDS certificate or the full payment of the TDS Amount to 91springboard.  

1.5 Any taxes, enhancement and other charges, fees to be paid in respect to the business of the Member
Entity ​running from the Hub shall be borne and paid by the Member​ Entity​ alone.

2. GENERAL TERMS AND CONDITIONS GOVERNING THE MEMBERSHIP

 
2.1 The Member Entity acknowledges and agrees that it is entitled to a ‘company board/logo’ on the
91springboard logo wall during the Term of this Agreement. The aforesaid facility provided to the
Member Entity shall be discontinued from the day when the Member Entity falls in arrears of the
Membership Fees, beyond the Extended Period. The Member Entity acknowledges that while

91springboard shall not make any claim or representation on behalf of the Member Entity, without the
 prior permission of the Member Entity, the logo on 91springboard logo wall might gain visibility as a
member at 91springboard.​  

2.2 Non-Compete & Non-Solicitation​​: The Member Entity and each of the Team Member agrees that for
the Term of this Agreement, and for a period of 12 months, after the termination of this Agreement:

(a) It/he/she shall not, without the prior written consent of 91springboard, directly or indirectly, own,
manage, operate, have an interest in, control or participate in the ownership, management, operation
or control of, or be otherwise connected in any manner with any corporation, partnership,
proprietorship, trust, association or other business entity, which directly or indirectly engages
anywhere in the [world/Asia/Asia Pacific] in a commercial activity identical or similar to, or one
that competes with the business of 91springboard;

(b) It/he/she shall not directly or indirectly, attempt in any manner to solicit any client or customer or
third party supplier or service provider, or attempt to persuade any person, firm or entity which is a
client or customer or third party supplier or service provider of 91springboard to cease doing
business or to reduce the amount of business which any such client or customer or supplier or
service provider has customarily done or might propose doing with 91springboard; and

(c) It/he/she shall not directly or indirectly, employ or attempt to employ or assist anyone else to
employ any such person who is in the employment of 91springboard, at the time of the alleged
prohibited conduct, or was in the employment of 91springboard, at any time during the preceding
six months.

3. USE OF CONFERENCE ROOM AND MEETING ROOMS

The Member Entity hereby agrees and acknowledges that:

3.1 The meeting rooms (“​Meeting Rooms​​”) available at the Hub can be booked by the Member Entity,
subject to availability, by contacting 91springboard’s administration personally, chargeable as per the
Standard Rates.

3.2 The conference room (“​Conference Room​​”) available at the Hub can also be booked, subject to
availability, by contacting 91springboard’s administration personally, 3 (Three) days prior to the date of
actual need and use chargeable, as per the Standard Rates.

 
 
 
 
 
 
4. EVENT ORGANIZATION 

4.1 It is expressly agreed by the Member Entity is eligible to book the events area chargeable at the Standard
Rates, provided the booking shall be made a minimum of 7 (Seven) days in advance, through the Hub
team and is subject to availability.  

5. ADDITIONAL CONDITIONS

The Member ​Entity hereby acknowledges the following:

5.1 Each registered office package entitles the Member Entity to call forwarding facility for the first 6 (six)
months, as provided by the value partner. Also, the Member Entity shall apply for the call forwarding
facility with the value partner. The charges for such registered office package, after 6 months, shall be
applicable as per the plan chosen by the Member Entity from the 91springboard service provider.

5.2 The Member Entity shall be entitled to receive mails delivered to the Hub. All mails shall be collected by
the Member Entity at the end of the week from the Hub. In the event, the any postal package is required
to be sent to the Member Entity’s given address, the charges for the package shall be charged to the
Member Entity, as per actuals plus an additional 20% of the courier bill amount as administrative charges.
Such charges shall be added to Member Entity’s next invoice. 

6. TERM & TERMINATION

6.1 Term of the Agreement​​: This Agreement shall come into force from the date of this Agreement
(“​Effective Date​​”) and shall remain valid till the time either Party terminates the Agreement in the
manner set forth in this Clause 6 (hereinafter referred to as the “​Term​​”).  

6.2 Member Entity has the option of terminating its Membership by giving 91springboard a minimum of 1
(One) month notice, assigning no reason for such termination. In the event, Member Entity fails to give
such notice to 91springboard, it will need to pay 1 (One) month’s Membership Fees, in lieu of notice. In
the event, the Member Entity fails to give the Membership Fees, 91springboard shall be free to forfeit the
entire amount of Security Deposit. In the event of termination under this Clause, if there is pending dues
or any asset of 91springboard are not returned by the Member Entity, Security Deposit shall be adjusted
against the corresponding amount due and payable.  

6.3 91springboard has the option of terminating this Agreement by giving Member Entity a minimum of 1
(One) month notice, assigning no reason for such termination. In the event of termination under this
Clause, if there are any pending dues or any asset of 91springboard are not returned by the Member
Entity, then the Security Deposit shall be adjusted against the corresponding amount that is due and
payable.  

6.4 The Parties agree that 91springboard has the right to terminate this Agreement, in the event, the Member
Entity /Team Member is found to have contravened any of the terms of the Agreement, including
 non-payment of the Membership Fee for one (1) month.

6.5 Member shall not be entitled to terminate this Agreement prior to the expiry of its term (initial, extension
or renewal), unless the member provides with proof of rejection for registration of GST, Excise or any
other regulatory registrations – if such proof is provided and the client does not have an approved
registration of said address of hub by any statutory authority, this agreement will stand terminated taking
into account one month notice from the date of receipt of rejection letter or document evidencing transfer
of registration to some other address. Post completion of notice period, no further invoices will be
generated on the client and the security deposit will be refunded.

7. INDEMNIFICATION AND LIMITED LIABILITY

7.1 The Member Entity hereby agrees to indemnify and hold 91springboard harmless in the event that:

(a) any person sustains any injury at Hub or some property gets damaged as a result of Member Entity
and/or Team Member’s negligence; and/or 

(b) for any damage, liability, costs, interest, penalty or loss that may be caused to 91springboard on
account of (i) any violation of the Applicable Laws by Member Entity or Team Members; (ii)
violation of representation, warranties or covenants of this Agreement by the Member Entity; or (iii)
usage of Hub address as the registered office of the Member Company with ROC.

For the purposes of this Agreement, “​Applicable Law​​” shall mean any statute, law, regulation,
ordinance, rule, judgment, rule of law, order, decree, ruling, bye-law, approval, of any governmental
authority, directive, guideline, policy, clearance, requirement, or governmental restriction or any
similar form of decision of or determination by, or any interpretation or administration having the
force of law of any of the foregoing by any governmental authority, having jurisdiction over the
matter in question, whether or not in effect as of the Effective Date of this Agreement.

7.2 The safety of the property and belongings of the Member Entity will be the sole responsibility of the
Member Entity and it hereby agrees to not to hold 91springboard or its employees or agents responsible
for the loss, theft, or damage of Member Entity’s belongings/property/confidential information, including
but not limited to laptop computers, cell phones, clothing, bags, wallets, notes, prints or books. 

8. FORCE MAJEURE

8.1 If the performance by either Party, of any of its obligations under this Agreement is prevented, restricted
or interfered with by reason of Force Majeure Event, then such Party shall be excused from such
performance to the extent of such prevention, restriction or interference provided that:

(a) the Party claiming a Force Majeure Event shall give prompt notice to the other Party, within a
period of 7 (Seven) days from the date of occurrence of the Force Majeure Event providing a
 description of such Force Majeure Event, including a description, in reasonable detail, of the cause
of the Force Majeure Event; and

(b) the Party claiming Force Majeure Event shall use reasonable efforts to avoid or remove cause of
non-performance and shall continue performance hereunder as soon as Force Majeure ceases.

8.2 In this Agreement, “​Force Majeure Event​​” means an event or cause beyond the reasonable control of
the Party claiming Force Majeure Event. Force Majeure Event includes without limitation:

(a) act of God, lightning, storm, floods, earthquake;

(b) act of public enemy, war (declared or undeclared), terrorism, sabotage, riot, insurrection, epidemic;
or

(c) the effect of any changes/ amendments in Applicable Laws.

9. REGISTERED OFFICE

9.1 In case of non-payment of Membership Fees or cancellation of Membership, the Member Entity must
deregister the company from the Hub address. In which case, Member Entity is required to confirm the
address change in Registrar of Companies (“​ROC​​”) records and provide appropriate documents to
91springboard evidencing such de-registration in ROC’s records. Upon failing to do the foregoing,
91springboard shall file a notice with the ROC stating that 91springboard or its company is no longer
operating from the current registered address.

9.2 The Member Entity agrees that usage of Hub address as its address for the purposes mentioned above
does not entitle the Member Entity to claim any rights of possession, tenancy, easement, deemed tenancy,
sub-tenancy, demise, license or any such right. Also, the Member Entity further agrees that the use of the
Hub address shall be discontinued immediately pursuant to the termination of this Agreement. 

9.3 De-registration Process 

(a) In case the address has been changed, the Member Entity ​ag​rees to immediately take all steps to
remove the Hub address from all registrations / filings etc. with statutory / government authorities
and keeps 91springboard Business Hub Private Limited informed of the same in writing.

(b) At the time the Member Entity notifies regarding discontinuation of Membership, the Member Entity
shall deregister its company from 91springboard’s address and send in a confirmation of the same
along with the address proof of their new office address.

(c) Upon receipt of aforesaid confirmation and documents, 91springboard shall refund of the Security
Deposit in the next 7 (seven) business days.  
10. REPRESENTATIONS AND WARRANTIES

10.1 91springboard hereby represents, warrants and covenants to the Member Entity as under:

(a) It is a duly incorporated entity and is validly existing under Applicable Law.

(b) It has the requisite power and authority to execute, deliver and perform the obligation, terms and
conditions set forth in this Agreement and all corporate authorisations have been taken in this regard;
and when executed, this Agreement shall constitute its valid and binding obligations enforceable
against it in accordance with its terms.

(c) 91springboard is the lawful [lessee/licensee] of the Hub and as such have full power and authority to
enter into this Agreement and to deal with the Hub in the manner as contemplated in this Agreement. 

10.2 The Member Entity hereby represents, warrants and covenants to the 91springboard as under that it has
the requisite power and authority to execute, deliver and perform the obligation, terms and conditions set
forth in this Agreement and all corporate authorisations have been taken in this regard; and when
executed, this Agreement shall constitute its valid and binding obligations enforceable against it in
accordance with its terms.

11. MISCELLANEOUS

11.1 Changes in terms and conditions:​ The Member Entity acknowledges that 91springboard reserves the
right to update the terms and conditions as provided in this Terms and Conditions at any time and the
same shall be informed to the Member Entity via e-mail.
 
11.2 Invalidity​: In the event that any provision or portion of this Agreement is determined to be invalid,
illegal, or unenforceable for any reason, in whole or in part, the remaining provisions shall be unaffected
and shall remain in full force and effect to the fullest extent permitted by the law. 

11.3 Notice:​ ​Any notice intended to be given by any Party hereto to the other Party shall be deemed to be
properly and validly given only if it is delivered or sent by email provided by such other Party. Any Party
may deliver any notice through any means of delivery or by Registered Post, with acknowledgment, or
Speed Post, with acknowledgement, at the addresses given in the preamble, as far as it is coupled with an
email as mentioned above.

11.4 Confidentiality:​ The Member Entity agrees and acknowledges that any information disclosed by
91springboard, inclusive of any ideas, strategies, data, and designs, terms and conditions of this
Agreement is strictly of confidential in nature and the Member Entity is under an obligation to not
disclose such information to any third party other than its advisors. If the Member Entity determines that
it is required, under Applicable Law, to disclose information regarding this Agreement, it will, before
making any such disclosure or filing, consult with 91springboard regarding such disclosure or filing and
 make reasonable efforts to seek confidential treatment for such portions of the disclosure or filing as may
be requested by 91springboard to the extent permissible under Applicable Law.

11.5 Non transferability:​ The Member Entity acknowledges and agrees Membership cannot be assigned,
sub-let, sub licensed, transferred in any manner whatsoever.

11.6 Entire Agreement​: This Agreement together with the Annexures hereto, constitutes and contains the
entire agreement and understanding between the Parties with respect to the subject matter hereof and
supersedes all previous communications, negotiations, commitments, either oral or written between the
Parties respecting the subject matter hereof.

11.7 Governing Law & Jurisdiction​: The governing law of this Agreement shall be law of India. Subject to
the dispute resolution clause below, the courts of New Delhi, India shall have jurisdiction over any
dispute arising hereunder.

11.8 Dispute Resolution​: Any dispute arising out of or in connection with this Agreement which is not
resolved within 21 (Twenty One) days after the service of a notice by a Party on the other, including any
question regarding its existence, validity or termination shall be referred to and finally resolved through
arbitration by a sole arbitrator nominated mutually by both parties under the Arbitration and Conciliation
Act, 1996 and other applicable provisions thereof. Such a dispute shall be finally resolved through
arbitration under the “fast track procedure” of arbitration prescribed by Section 29B (3) of the Arbitration
and Conciliation Act, 1996 read with Section 29A and other applicable provisions thereof. The arbitration
proceedings shall be in the English language and shall be held in New Delhi. The arbitration award shall
be final and binding on the Parties.
 ANNEXURE 2

MEMBERSHIP FEES

S. No. Details of the Membership Plan Membership Fee on the basis one Team Member
1. (a) Private 7499
2. Open Dedicated 6499
3. Open Flexi 5499
4. Part time 4499
5. Batman 3499
6. Student 2999
8. Registered Office 2199

Annexure 3

LIST OF STANDARD RATES

Particulars Amount (INR)

Meeting Room (Half Day- 4 hours) 4-5 seater 1000

Meeting Room (Full Day- 8 hours)4-5 seater 2000

Meeting Room (Half Day- 4 hours)6-10 seater 1500

Meeting Room (Full Day- 8 hours)6-10 seater 3000

Conference Room (Half Day- 4 hours)10-16 seater 2500

Conference Room (Full Day- 8 hours) 10-16 seater 5000

Day Pass 499