Dated: 5/04/2022

Employment Agreement

Dear Digvijay Yadav,

We hereby confirm the verbal offer of employment to you for a regular full-time position with Futech Internet Private
Limited (DBA Z1 Media) as Team Lead - Media Buying effective 6th April 2022. As discussed, this offer is conditional
upon completion of satisfactory references that could include, but is not necessarily limited to, a review of past employment
and education records.

The details of the offer, including the terms and conditions of your employment, are attached as Schedule “A.”

Please take the time to carefully review this offer. This letter, along with the enclosed schedules, outlines the obligations
of both Futech Internet Private Limited (DBA Z1 Media) and yourself with respect to the employment conditions, and
is governed by the laws of the Government of India. It details the terms andconditions of your employment with Futech
Internet Private Limited (DBA Z1 Media), and will form the agreed upon employment contract with you once signed.

Accepting employment will be conditional upon agreeing to and signing the attached copy of this letter and the attached
Schedule(s), initialing each page in the right-hand corner, and returning it upon your earliest convenience,but prior to
your first day of employment.

Digvijay, we look forward to welcoming you to the Futech Internet Private Limited (DBA Z1 Media) team and wish
you a successful and rewarding career with us.

For Futech Internet Private Limited

Regards,

Shivali Kapoor
CEO’s Office

I, , acknowledge that I have read, understood and accept this offer and the terms and conditions
contained in the attached Schedule(s), and agree to be bound by the terms and conditions of employment as outlined
therein.

Signature: Date:

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Schedule A
Futech Internet Private Limited (DBA Z1 Media)
Terms and Conditions of Employment

The following outlines the terms and conditions of employment with Futech Internet Private Limited (DBA Z1Media).
The Company reserves the right to change these terms and conditions as necessary, with due notice.

Title Team Lead - Media Buying

Initial Ravinder Sharma

Reporting
Relationship
Responsibilities While employed by the Company, you agree to work on a full-time basis
exclusively for the Company and agree that you shall not, while you are
employed by the Company, be employed or engaged in any capacity, in
promoting, undertaking or carrying on any other business that competes with
the Company or interferes or could reasonably interfere with your duties to the
Company without our prior written permission.

Salary INR 5,85,000 annually

(Five Lacs and Eighty Five Thousand Only)
Annually (Refer to Schedule B)

Status Full-time

Place of Work Gurugram

Hours of Work The company’s core hours of operation are Monday to Friday with flexible
reporting time by 1 hour as per the assigned shift, and the working shift
comprises a minimum of nine (9) hours. You may be required to work any
additional hours as per company requirement based on work exigencies and
/or as necessary for the effective performance of your roles.

Payroll Schedule Your salary will be paid to you on a monthly basis, less required deductions,
through bank transfer by the 7th day of the month.

Leave Policy Leaves are accrued at the rate of 1.5 leave a month. Total 21 leaves will
be provided in the calendar year (Jan- Dec). The company observes
multiple national and regional holidays too.

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Benefits You shall be entitled to participate in all benefit plans of the company as may
be made available to employees of the company from time to time for whom
you are eligible. You will receive complete details of all benefits plans as part
of your new employee orientation.

Probationary Period I. To assess your fit within the company and provide you with ample training
across the company’s products, processes and technology, the first six (6)
months of your employment will constitute a probationary period.

II. In the event that you withdraw your employment with the company
during the probationary period, you would be required to provide 8 weeks’
written notice or pay to the company 8 weeks’ salary in lieu of the notice.

III.Once you complete the probationary period with satisfactory performance

as deemed by your reporting manager, you will be granted permanent
employment with the company.

IV.You will be on probation for a period of 6 months from the date of

joining which can be extended by the company at its discretion in case
your performance does not meet requisite standards. At the end of the
probation period your services with the company would be deemed
confirmed unless specifically extended by the company in writing, within
the said period of 6
months.
Policies and Standards The company has established a variety of policies and standards that ensure a
safe, enjoyable working environment. During the period of your employment
with us, you agree to be bound by these policies and standards, and any future
policies and standards that are reasonably introduced by the Company. It is
agreed that the introduction, administration and amendments of these policies
is within the sole discretion of the company in any manner whatsoever. It is
agreed that if the company introduces, amends or deletes employment-related
policies as conditions warrant that such introduction, deletion or amendment
does not constitute a breach of this Agreement.

Confidentiality and Our offer of employment is conditional upon you agreeing to and abiding by
Intellectual Property the “Confidentiality and Proprietary Information Agreement.” Attached
Schedule “C.”

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Non-Solicitation You hereby agree that, while you are employed by the company and for one (1)
year following the termination of your employment with the company, you will
not (i) recruit, attempt to recruit or directly or indirectly participate in the
recruitment of, any company employee or (ii) directly or indirectly solicit,
attempt to solicit, canvass or interfere with any customer or supplier of the
company in a manner that conflicts with or interferes in the business of the
company as conducted with such customer or supplier.

You shall not own, manage, operate, consult or be employed in a business

substantially similar to or competitive with, the present business of the
Company or such other business activity during the period of employment and
for a period of 1 year following termination of employment and
notwithstanding the cause or reason for termination.

Representation You hereby represent and warrant to the company that you are not party to
any written or oral agreement with any third party that would restrict your
ability to enter into this Agreement or the Confidentiality and Proprietary
Information Agreement or to perform your obligations here under and that
you will not, by joining the company, breach any non-disclosure, proprietary
rights, non-competition, non-solicitation or other covenant in favor of any
third party.

Changes to Duties If your duties or compensation should change during the course of your
and/or employment with the Company, the validity of our agreement will not be
Compensation affected. In addition, if one or more of the provisions in our agreement are
deemed void by law, then the remaining provisions will continue in full force
and effect.

Notice Period In the event of your termination, during your Probation period, the notice
period shall be on discretion unless termination is on disciplinary reason in
which cessation from employment will be immediate. In case of voluntary
resignation, you will be required to give 8 weeks’ notice or 2 months’
salary/stipend in lieu of it.

The Company may require an employee to complete all operative parts of the
assignment or project he may be involved in on the date of resignation as
determined by the Company before agreeing to his release. If, in exceptional
cases, the Company agrees to an employee’s requests for an early release, the
Company will recover the salary or part thereof equivalent to the
balance noticeperiod. The company can relieve the employee on a
shorter notice period, if desired so and in such instance, payment to
employee shall not exceed the daysworked by the employee.

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Waiver of shorter notice period can be approved by the Reporting Manager but
waiver of shorter notice pay can only be approved by the payroll team and a
separate approval shall be taken for the same.

For further details, please refer to the HR Policy.

In case of conflict of any clause between offer letter and our HR policy,HR
policy shall prevail.
Force Majeure Company will not be responsible for any failure or delay or partly comply in its
performance under this employment contract due to causes beyond its
reasonable control, including, but not limited to, labor disputes, pandemic,
epidemics, strikes, lockouts, massive internet or telecommunications failures,
shortages of or inability to obtain labor, energy, or supplies, war, terrorism,
riot, acts of God or governmental action, and such performance shall be
excused to the extent that it is prevented or delayed by reason of any of the
foregoing.

Termination i. The company may terminate your Appointment on disciplinary reason (i.e.
serious misconduct, like defalcation, misappropriation, dereliction of duty in
discharging your duties and functions, etc.) without any prior information.

ii. Your uninformed absence from work for a period of three (3) consecutive
working days, without providing any notice or affording any reasons or
without taking Company’s prior approval in this regard, the Company is
authorized to initiate disciplinary action for such unapproved absence. In case
you fail to respond it will be presumed that you have willfully abandoned your
services from the Company and your services shall be terminated without
providing any further notice or incurring any obligation or liability to pay any
amount or dues to you. This shall not restrict Company from claiming legal
remedies available to it under the ordinary legal recourse. Company shall be
entitled to recover any additional damages from you in a manner that the
Company may determine suitable in this regard.

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Schedule B
Salary Structure

Annexure – I

Salary Structure

Components Monthly (In Rs.) Annually (In Rs.)

Basic 24375 292500

9750 117000
HRA

Petrol/Fuel 4353 52241

Internet and Mobile

Allowance 2608 31298

Special Allowance 7664 91962

Total Gross Salary 48750 585000

Labor Welfare Fund (75) (900)

Cost to Company 48750 585000

NOTE:

 Salary is subject to Tax laws in India, LWF, and Income Tax.

 The tax computation is the liability of the individual /employee to the government and the employer will not be
responsible.
 Petrol /Fuel, Internet & Mobile Allowance are non-taxable income; however, the required bills/receipts have to be
produced to get tax exemption.

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Schedule C
Employee Covenants

CONFIDENTIAL INFORMATION, INVENTION AND NON-COMPETITION AGREEMENT

This Agreement is made on this day of 5 th April 2022 by, “Mr. Digvijay Yadav, S/O Mr. Devender Singh Yadav,
R/O Flat No 34-C, MIG Flats, DDA Flats Sec-7 Pocket 2 Dwarka 110075.”
Promisor entering in to an employment with M/s. Futech Internet Private Limited, having its Registered Office
in Gurugram, (Herein referred as "Z1 Media").

FOR GOOD CONSIDERATION, having been entered into employment with Z1 Media the undersigned hereby,with
faith agrees and acknowledges the following:

In consideration of my being employed by Futech Internet Private Limited and any of its, parents, subsidiaries, or any of
their respective successors or assigns (collectively, the “Futech Internet Private Limited (Z1 Media)”, I agree to the
following:

1. Consenting Employment: I understand and acknowledge that my employment with Futech Internet Private Limited
is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship
may be terminated at any time, with or without cause.

2. Confidential Information:
(a) Futech Internet Private Limited Information: I agree at all times during the term of my employment andwhere
after, to hold in strictest confidence, and not to use (or attempt to use), except for the benefit of Futech Internet
Private Limited, and not to disclose to any person or entity without the written authorization of the reporting
manager of Futech Internet Private Limited, any Confidential Information of Futech Internet PrivateLimited. I
understand that “Confidential Information” means any Futech Internet Private Limited proprietary or confidential
information, technical data, trade secrets or know-how, including, but not limited to, research, product or business
plans, products, services, projects, proposals, client lists and clients (including but not limited to, clients of the
Futech Internet Private Limited for whom I perform work or with whom I become acquainted during the term of my
employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, marketing, distribution and sales methods and systems,sales and profit figures, finances and other
business information disclosed to me by Futech Internet Private Limited, either directly or indirectly in writing,
orally or by drawings or inspection of documents or other tangible property. I further understand that Confidential
Information does not include any of the foregoing items, which has become publicly known and made generally
available through no wrongful act of mine.

(b)Former Employer Information: I agree that I will not, during my employment with Futech Internet Private Limited,
improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or
other person or entity with whom I have an agreement or duty to keep such information orsecrets confidential
if any and that I will not bring onto the premises of Futech Internet Private Limited or its client's premises any
unpublished document or proprietary information belonging to anysuch employer, person or entity unless consented
to in writing by such employer, person or entity. My employment and contemplated duties as an employee of
Futech Internet Private Limited do not and will notviolate or cause me to be in breach of any obligation or covenant
made to any former or concurrent employer, andI will not take any action during my employment with Futech
Internet Private Limited that would be in violationor breach of any legal obligation that I may have to any former or
concurrent employer.

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 c) Third-Party Information: I recognize that Futech Internet Private Limited has received and in the future will receive
from third parties their confidential or proprietary information subject to a duty on Futech Internet Private Limited part to
maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it to anyperson or entity or to use it
except as necessary in carrying out my work for Futech Internet Private Limited, consistent with Futech Internet Private
Limited agreement with such third party.

d) Maintenance of Records: I agree to keep and maintain adequate and current records of all Inventions made by me
(solely or jointly with others) during the term of my employment with Futech Internet Private Limited. The records will
be in the form of notes, documents and any other format that may be specified by Futech Internet Private Limited. The
records will be available to and remain the sole property of Futech Internet Private Limited atall times.

e) Patent and Copyright Registrations: I agree to assist Futech Internet Private Limited, or its designee, at Futech
Internet Private Limited expense, in every proper way to secure Futech Internet Private Limited rights in the Inventions
and any copyrights, patents, trademarks or other intellectual property rights relating to it in any countries, including:

i) The disclosure to Futech Internet Private Limited of all pertinent information and data with respect to it,

ii) The execution of all applications, specifications, oaths, assignments and all other instruments which Futech Internet
Private Limited shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to
Futech Internet Private Limited the sole and exclusive right, title and interest in and to such Inventions, and any
copyrights, patents, trademarks or other intellectual property rights relating thereto, and

3. Conflicting Employment: I agree that, during the term of my employment with Futech Internet Private Limited, I
will not engage in any other employment, occupation, consulting or other business activity related toor in competition
with, directly or indirectly, the business in which Futech Internet Private Limited is now involved or becomes involved
during the term of my employment, nor will I engage in any other activities that conflict with my obligations to Futech
Internet Private Limited.

4. Returning Futech Internet Private Limited Property and Documents: I agree that, at the time of leaving the
employment of Futech Internet Private Limited, I will deliver to Futech Internet Private Limited (and will not keepin my
possession or deliver to anyone else) any and mobile telephones(if any), computers, devices, records, data, notes, reports,
proposals, lists, correspondence, specifications, blueprints, software programs, materials,equipment, other documents or
property, or reproductions of any aforementioned items developed by me pursuant to my employment with Futech
Internet Private Limited or otherwise belonging to Futech Internet Private Limited.

5. Non-Solicitation of Clients and Employees; Non-Competition: I agree that I shall not, during my employment
atFutech Internet Private Limited and for a period of 1 year immediately following the termination of my relationship
with Futech Internet Private Limited for any reason (whether voluntarily or involuntarily), either directly or indirectly, on
my behalf or in the service or on behalf of others:

(i) Directly or indirectly solicit, entice or induce any Client (as defined below) to become a client or customer of any
other person, firm or corporation with respect to products and/or services then sold or under development by Futech
Internet Private Limited or competitive with products and/or services then sold or under development by Futech
Internet Private Limited , or to cease doing business with Futech Internet Private Limited , and I shall not contact or
approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such
actions by any other person; or

(ii)Directly or indirectly solicit, recruit or hire (or attempt to solicit, recruit or hire) any employee of Futech Internet

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015
 Private Limited (whether or not such person is a full-time employee or whether or not such employment is pursuant
to a written agreement or at-will) to terminate such person's employment with Futech Internet Private Limited or
work for a third party other than Futech Internet Private Limited or engage in any activity that would cause any such
employee to violate any agreement with Futech Internet Private Limited.

6. Representations and Warranties of Employee: I represent and warrant to Futech Internet Private Limited thatmy
employment with Futech Internet Private Limited and the signing and delivery of this Agreement, and the fulfillment of
the terms of this Agreement:

(i) Will not constitute a breach of any agreement or other instrument to which I am a party or by which I am legally
bound, and
(ii)Does not require the consent of any person or entity. I further represent, acknowledge and agree that my employment
with Futech Internet Private Limited resulted solely from my decision to contact Futech Internet Private Limited
directly regarding potential employment and not from any prior contact by Futech Internet Private Limited to me
while my former employer had employed me. I agree that I will not contact any employee of my former employer for
the purpose of inducing or soliciting such employee to become an employee of Futech Internet Private Limited, and
that if I am contacted by an employee of my former employer regarding potential employment with Futech Internet
Private Limited, I will not engage in any discussion of potential employment other than to notify the employee of the
requirements imposed upon me bythis Agreement and to refer such employee to the person in charge of hiring
personnel at Futech Internet Private Limited.

7. Arbitration and Equitable Relief:

(a) Arbitration: I agree that any dispute or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled by an expedited arbitration as providedin the accompanying
Employment Letter. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of
the arbitrator shall be final, conclusive and binding on the parties to the arbitration.Judgment may be entered on the
arbitrator's decision in any court having jurisdiction. Futech Internet Private Limited and I shall each pay one-half of
the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses.

b) Equitable Remedies: I agree that it would be impossible or inadequate to measure and calculate Futech Internet
Private Limited damages from any breach of the covenants set forth in Sections 2, 3, 5 and 6 of this agreement.
Accordingly, I agree that if I breach any of such covenants, Futech Internet Private Limited will have available, in
addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I
further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the
issuance of such injunction and the ordering of specific performance.

IN WITNESS WHEREOF, I have read the above CONFIDENTIAL INFORMATION, INVENTION AND
NON- COMPETITION AGREEMENT and would hereby confirm strict adherence to the same.

Signed and agreed by:

Name:

Signature:

Date:

Place:

Futech Internet Private Ltd.

CIN - U74999DL2018PTC329799 Email: people@z1media.com; Website: www.z1media.com
Regd. Off: C-36 Block C5B Janakpuri, New Delhi, -110058 Corp. Off: 271, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana – 122015