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NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is entered into on 13 th of September and made effective from 13/09/2024,
by and between (referred to as the “Agreement”):

Pubmatic India Private Limited, a company incorporated under the provisions of Companies Act, 2013,
having its registered office at 3 Lagoon Drive, Suite 180, Redwood City, California 94065, (hereinafter
referred to as “the Company”) represented herein by its authorized signatory by Mrs. Rasayani Kamat,
which expression shall, unless it be repugnant to the meaning or context thereof, be deemed to mean and
include its successors and permitted assigns of the FIRST PART;

AND

Experience Analytics India Private Limited, a company incorporated under the laws of India and having
its office address at L-176, 5th Main, Sector 6, HSR Layout, Bengaluru, Karnataka- 560102 (Hereinafter
referred to as “CompUp”, represented herein by its authorized signatory, Mr. Ramesh Babu Konatham,
which expression shall mean and include unless repugnant to the context, its successors and permitted
assigns) of the SECOND PART.

The Company and CompUp are hereinafter collectively referred to as “the Parties” and individually as “the
Party”.

The Party which is disclosing the information shall be deemed as the “Disclosing Party” and the Party
receiving the information shall be deemed as the “Receiving Party”.

WHEREAS this Agreement provides for the disclosure by the Disclosing Party to the Receiving Party of
information that is deemed proprietary/confidential by the Disclosing Party (“Confidential Information”).
The Confidential Information shall be disclosed for the purposes of evaluating the possibility of business
opportunity and to establish a business relationship between them (collectively “Purpose”); and it is
understood and agreed that the Confidential Information provided shall be reviewed and used by the
Receiving Party solely for the Purpose.

AND WHEREAS the Parties wish to preserve the confidentiality of the information disclosed by Disclosing
Party to the Receiving Party in connection with the Purpose subject to the terms and conditions as hereinafter
contained.

NOW, THEREFORE, in consideration of the Disclosing Party’s disclosure of such Confidential

Information and covenants and promises by the Receiving Party contained herein, the Parties agree as
follows:

1. CONFIDENTIAL INFORMATION (INFORMATION)

“Confidential Information” means and includes all information which is confidential in nature used in or
otherwise made available by the Disclosing Party to the Receiving Party, its Affiliates, their directors,
officers, employees, advisers, consultants called by any name whatsoever (hereinafter referred to as
“Representatives”) including information which is disclosed in any tangible form and is clearly labelled or
marked as confidential / proprietary or its equivalent and information concerning / provided by the
Disclosing Party that is not known or generally available to the public at large, including without limitation,
software and documentation, future projects, business development, commercial relationships and

Experience Analytics India Private Limited

https://www.compup.io/
CIN: U72900KA2022FTC165795
 negotiations, the marketing of goods or services financial statements
and information, any employees related

data sent by the Disclosing Party, whether written, oral or on magnetic or other media exchanged to between
the Parties, on or after the date hereof, is nevertheless disclosed as a result of the Parties' discussions, should
reasonably be understood by the Receiving Party as being proprietary and/or confidential to the Disclosing
Party. For the purpose of this definition, an "Affiliate" of a Party shall mean any entity which is the holding
entity or subsidiary of such Party or an entity under the control of or under common control with such Party
(where “control” would mean the holding of more than 50% of the voting rights in such entity, either directly
or indirectly and the ability to appoint more than 50% of the directors on the Board in such entity; or ability
to appoint the Managing Director of such entity or ability of that person to direct or cause direction of the
management and policies of such entity, evidenced through by shareholders agreement if any, board
resolution or other evidence.

a) maintain and keep secret and confidential the “Confidential Information”.

b) use the Confidential Information only for Purpose.
c) disclose the Confidential Information (a) to its Representatives and (b) to potential investors, strictly on
a need-to-know basis after obtaining the prior approval of the Disclosing Party; and
d) safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as
the Receiving Party uses to protect its own confidential information, but in no case less than reasonable
care.

2. The foregoing obligation of confidentiality shall not apply to Confidential Information which:

a) at the time of its disclosure, is in public domain or which after disclosure becomes part of public domain
through no fault of the Receiving Party; or
b) was known to Receiving Party or its Representatives without restriction, prior to disclosure by either
Party hereunder; or
c) was disclosed by a third person to a Receiving Party or its Representatives, without restriction on its use
and disclosure; or
d) is independently developed by Receiving Party or its Representatives without use of Confidential
Information; or
e) is required to be disclosed under Applicable Law or to independent auditors or accountants.

Notwithstanding anything herein to the contrary, in the event that the Receiving Party or any of its
Representatives is required by law, rule or regulations/guidelines issued by any regulators or by order of any
court or governmental or regulatory authority or body (whether by oral question, interrogatory, subpoena,
civil investigative demand or otherwise) (“Applicable Law”) to disclose any Confidential Information,
Receiving Party and its Representatives shall be permitted to make any such disclosures as are required or
requested.

Before disclosing such Confidential Information as mentioned above pursuant to Applicable Law, the
Receiving Party shall within a period of 24 hours from receipt of such requirement by law or regulations
issued by any regulators or by order of any court or agreed upon Arbitral Panel or governmental or
regulatory authority or body (whether by oral question, interrogatory, subpeona, civil investigative demand
or otherwise) inform / notify the Disclosing Party about any such requirement / order as mentioned
hereinabove and furnish a copy of the same to the Disclosing Party.

The Receiving Party shall cooperate with the Disclosing Party so that it may intervene and object to such
disclosure or seek a protective order or injunction or other appropriate remedy that may be available under
law.

Experience Analytics India Private Limited

https://www.compup.io/
CIN: U72900KA2022FTC165795
3. The Disclosing Party represents and warrants to the Receiving Party that (i) it has the right and authority
to disclose the Confidential Information and that it is not a party to any agreement or under any obligation
to any third party which would prevent it from disclosing the Confidential Information to the Receiving
Party and/or its Representatives; (ii) disclosure of the Confidential Information will not infringe any
rights held by any third party and/or involve the unauthorized use of Confidential Information belonging
to a third party or result in a material breach by Receiving Party or Disclosing Party of any law,
regulatory obligation, fiduciary duty owed to any third party, intellectual property rights or agreement.

4. The Receiving Party shall not, without the prior written consent of the Disclosing Party, display or
disclose all or any part of the Confidential Information, in any manner or circumstances whatsoever, to
any person or any third party, except its Representatives and the Confidential Information shall be used
by the Receiving Party directly or indirectly, solely for the purpose of considering, evaluating and
effecting the Purpose. The Receiving Party shall not use the Confidential Information in any way
detrimental to the Disclosing Party.

5. The Receiving Party hereby represents that any Representatives of the Receiving Party who will be given
access to the Confidential Information on behalf of the Receiving Party, are aware of the confidentiality
obligation herein in respect of the Confidential Information being so disclosed.

6. The Receiving Party further undertakes to limit the access to the Confidential Information solely to those
Representatives who have reason to require access only on “need to know” basis.

7. Nothing contained in this Agreement or in any discussions undertaken or disclosures made pursuant
hereto shall be deemed a commitment by Disclosing Party to engage in any business relationship, contract
or future dealing with the Receiving Party nor will the Receiving Party be under any legal or contractual
obligation of any kind whatsoever to enter into any business relationship with the Disclosing Party.

8. In the event the Parties decide not to proceed with the proposed business relationship or on expiry of this
agreement or if asked by the Disclosing Party, the Receiving Party shall to the extent practically possible
and commercially viable within 7 (seven) days of such decision / request, return or destroy, all the
Confidential Information and all tangible records within its possession, technical information, copies and
other extracts containing or reflecting any portion of the Confidential Information. The Receiving Party,
if required, can retain a copy of such documents to meet its internal / regulatory requirements, with the
prior written approval of the Disclosing Party.

9. Indemnity: The Disclosing Party (Experience Analytics India Private Limited) agrees to indemnify,
defend, and hold harmless the Receiving Party and its affiliates, directors, officers, employees, and agents
from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's
fees) arising out of or in connection with any breach of this NDA by the Disclosing Party. The Receiving
Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its affiliates, directors,
officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses
(including reasonable attorney's fees) arising out of or in connection with any breach of this NDA by the
Receiving Party, except to the extent such claims, damages,
10.This Agreement cannot be assigned by any Party without the prior written consent of the other Party.

11.This Agreement shall be fully binding upon and insure to the benefit of their successors in interest and
permitted assigns.

Experience Analytics India Private Limited

https://www.compup.io/
CIN: U72900KA2022FTC165795
12.The failure of any party to enforce any of the provisions of this Agreement or to exercise any rights or
remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such
party's rights. In the event that any provision of this Agreement shall be determined to be void, invalid or
otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not
affect the remaining provisions hereof which shall remain in full force and effect. A waiver of any
provision or breach of this Agreement must be in writing and signed by an authorized official of the Party
executing the same. No such waiver shall be construed to affect or imply a subsequent waiver of the same
provision or subsequent breach of this Agreement. The Parties hereby agree that the Disclosing Party
shall be entitled to seek injunctive relief preventing the dissemination of any Confidential Information in
violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available
hereunder to the Disclosing Party, whether at law or in equity.

13.This Agreement supersedes all prior discussions and writings with respect to the subject matter hereof
and constitutes the entire agreement between the Parties with respect to the subject matter hereof. No
waiver or modification of this Agreement will be binding upon either Party unless made in writing and
signed by a duly authorized representative of each Party.

14.Nothing in this Agreement shall preclude either Party from engaging in discussions with any third
party(ies) regarding the Purpose, provided that the terms of this Agreement are strictly complied with
during such discussions.

15.This Agreement shall be governed and construed in accordance with laws of India and courts of
Bangalore, India shall have jurisdiction over the matter arising out of this Agreement.

16.If any dispute, difference, claim or controversy (the "Dispute") arises between the Parties about the
validity, interpretation, implementation, or alleged breach of any provision of this Agreement, then the
Parties shall negotiate in good faith to endeavour to resolve the matter. However, if the Dispute has not
been resolved by the Parties within 30 (thirty) days after the date of receipt of written notice of the
Dispute by either Party from the Party raising the Dispute, then Dispute shall be referred to a sole
arbitrator appointed as per the Arbitration and Conciliation Act, 1996 as updated. The arbitration shall be
governed by the Arbitration and Conciliation Act, 1996 as updated. The venue of arbitration shall be at
Bangalore. The award of arbitrator shall be final and binding on the Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and
year, first written above.

For: For:
Pubmatic India Private Limited Experience Analytics India Private Limited

Signature: Signature:
Name: Rasayani Kamat Name: Ramesh Babu Konatham
Designation: Senior Director - HR Designation: Co-Founder & Director of
Date: 13/09/2024 Business
Date: 13/09/2024

Experience Analytics India Private Limited

https://www.compup.io/
CIN: U72900KA2022FTC165795
Experience Analytics India Private Limited
https://www.compup.io/
CIN: U72900KA2022FTC165795