Exhibit 10.1
	
	Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603

enfusion.com
EMPLOYMEN“T AGREEMEN“T
This employment agreement, which shall include and incorporate by reference any appendix attached hereto, now or in the future (collectively “Agreement”), is entered into on December R1R4, 2022, (“Effect“ive Date”), by and between ENFUSION LTD. LLC (“Enfus“ion”), with its principal place of business located at R125 SOUTH CLARR4iaHgn1K STRR4iaHgn1EET, SUITE 750, CHICAGO, ILLINOIS 60603, and Brad Herring, (“Employee”), an individual with their primary address located at: [***] (each a “Party” or collectively, the “Part“ies”). WHERR4BnaWgs1EAS, Enfusion is in the business of creating and providing software and related products and services to clients in the investment and financial services industry throughout the United States and Global market with offices in Chicago and New York City and affiliate offices in London, Dublin, Hong Kong, Singapore, São Paulo, Shanghai, Sydney, Mumbai, and Bengaluru;  WHERR4BnaWgs1EAS, Enfusion desires to hire Employee to perform certain services as described in this Agreement and any appendix attached hereto, and Employee desires to be hired by Enfusion to perform certain services described in this Agreement and any appendix attached hereto, each in accordance with the terms and conditions of this Agreement as may be amended or supplemented from time-to-time; and,  NOW THERR4BiaH3n1EFORR4BHaWCn1E, in exchange for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties covenant and agree as follows:
R1.Interpretation. Unless the context of this Agreement otherwise requires: (i) a capitalized word has the
meaning assigned to it by this Agreement; (ii) “or” will be construed such that the series may include any
of the items, all of the items, or any combination of the items; (iii) words in the singular include the plural,and words in the plural include the singular; (iv) provisions apply to successive events and transactions;
(v)“hereof,” “hereunder,” “here“in,” and “hereto” refer to the entire Agreement and not any section or
subsection; (vi) references in this Agreement to sections or annexes are references to the sections of or
annexes attached to this Agreement; (vii) ““in wr“it“ing” refers to in written or printed form, facsimile
transmission, or e-mail; (viii) the term ““include” does not create an exclusive list and should be
interpreted, in any variation, as “includes, but is not limited to;” (ix) the phrase “any reason” should be
read as “any reason or no reason;” and, (x) the headings in this Agreement are for reference only and shall
not limit or otherwise affect the meaning, interpretation, or construction of this Agreement.2.Employment. Enfusion hereby agrees to employ Employee and Employee hereby agrees to accept
Enfusion’s employment offer, each subject to and in accordance with the terms and conditions of this
Agreement.3.Classification of Employment. Employee’s classification as Exempt or Non-Exempt under Fair Labor
Standards Act (“FLSA”) shall be determined by Enfusion and any changes to the Employee’s classification
shall be communicated by Enfusion to the Employee.R4.Duties. Employee’s initial appointment and non-exhaustive description of duties are described on
Appendix 1 (Scope of Employment) and are subject to the terms and conditions of this Agreement. Despite
the duties described on Appendix 1, Employee understands and acknowledges that Enfusion, at its sole
discretion, has the right to modify or redefine Employee’s duties or title at any time, for any reason.
Certain identified information has been excluded from this exhibit because it is both not material and is the type thatthe registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.






	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


5.

Work Hours
.. Enfusion’s ordinary office hours are 8:00AM to 5:00PM, Monday through Friday. Unless
otherwise specified on
Appendix 1
, Employee’s regular workweek shall be forty (R40) hours on a schedule
of e
ight (8) working hours per day, Monday through Friday; however, Employee understands and agrees
that from time
-
to
-
time and subject to applicable law, Employee may be required to work additional hours,
including weekends and holidays, as necessary to suppor
t Enfusion’s business. Employee understands and
agrees, Employee’s work hours and surrounding terms may be modified at Enfusion’s sole discretion to
the furthest extent permitted by applicable law.

6.

Location
.. Employee’s assigned work location (the “
Off“ice
”)

will be described on
Appendix 1
..

7.

Performance of Duties; Exclusive Service
.. Employee has a duty of loyalty and care to Enfusion and agrees
to perform their obligations faithfully and to the best of their ability. Similarly, Employee hereby agrees to
abide

by Enfusion’s policies and procedures (as amended from time
-
to
-
time) and agrees to devote their
business time, attention, and efforts to Enfusion’s business (except for permitted break periods, vacation
periods, and reasonable periods of illness or other
incapacity). Despite the foregoing sentence, Employee
may serve as a director of or otherwise participate in educational, welfare, social, religious, and civic
organization, provided that Employee’ service or participation does not: (i) unreasonably interf
ere with
performing their duties; and, (ii) violate any provision of this Agreement. For clarity, while employed by
Enfusion, Employee is not allowed to perform duties or services for any other employer, business, or
organization (including establishing or

maintain their own business or organization) other than as
permitted by this Agreement or with the written consent of an Enfusion authorized officer.

a)

Business Ideas/Opportunities
.. During their employment, Employee may come up with or across
potential business opportunities related to Enfusion’s business and services (“
Bus“iness Opportun“ity
”). If
so, Employee agrees to promptly disclose any Business Opportunity to Enfusion so that E
nfusion has an
opportunity to pursue the Business Opportunity. Employee acknowledges and agrees that pursuing a
Business Opportunity for Employee’s or another’s benefit, without first disclosing it and getting Enfusion’s
prior written approval would be a v
iolation of their duty of loyalty and care to Enfusion and that Employee
is prohibited from pursuing a Business Opportunity, whether for Employee’s or another’s benefit, without
Enfusion’s prior written approval. Enfusion’s reserves the right to deny Emplo
yee’s request to pursue a
Business Opportunity in Enfusion’s sole discretion.

8.

Compensation and Benefits
.. Employee is entitled to certain compensation and benefits, which are
outlined below and described further on
Appendix 1
..

a)

Salary
.. Enfusion agrees to pa
y Employee for services rendered under this Agreement. Employee’s
Salary (as defined on
Appendix 1
) will be paid in accordance with Enfusion’s normal payroll policies and
procedures. To be clear, although Employee is paid an annual salary, Employee’s emplo
yment is “
at
-
w“ill
”
(discussed below). Enfusion, at its sole discretion, may adjust Employee’s Salary after the first twelve (R12)
months of employment and reserves the right to adjust Employee’s Salary from time
-
to
-
time.

b)

Benefits
.. During Employee’s employm
ent, except as otherwise expressly provided herein,
Employee will be entitled to participate in all employee health, welfare and other benefit plans and
programs (“
Employee Benef“it Plans
”) applicable to similarly situated employees of Enfusion, as in effec
t
from time to time, to the extent consistent with applicable law and the terms of the applicable employee
benefit plan. Enfusion reserves the right to amend or cancel any Employee Benefit Plans at any time in its
sole and absolute discretion, subject to t
he terms of the employee benefit plan and applicable law.







	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


c)

Vacation
.. Employee will be subject to Enfusion's Flexible Time Off Policy as outlined in

Appendix
1
..

Employee should use their best efforts not to schedule Flexible Time Off that will conflict with
their
duties and when possible, agrees to provide Enfusion with at least one (R1) to two (2) weeks’ prior notice
of any planned vacation subject to the terms of the policy.

Enfusion reserves the right, in its sole
discretion, to approve or deny any requeste
d Flexible Time Off. Flexible Time Off is subject to certain
restrictions on use as outlined in the Enfusion Flexible Time Off Policy.



d)

Bonus
..

i.
Discretionary Bonus
.. Enfusion may, from time
-
to
-
time, in its sole discretion, choose to pay
Employee additional compensation as a discretionary bonus. Whether and when a bonus is
awarded, and the amount (if any) of bonus awarded, will be determined in Enfusion’s sole
discret
ion on whatever basis and after taking into account whatever factors it considers
appropriate at the time. Any bonus is not earned until paid. Therefore, to receive any bonus,
Employee must be employed by Enfusion and in good standing on the bonus’s paymen
t date
and must not have indicated their intent to resign prior to or on such payment date.

ii.
Other Bonus
.. If the Employee is eligible to receive a non
-
discretionary or other type of
commission
-
based compensation, then it will be described on
Appendix 1
..

e)

Pa
yments
.. All payments made to Employee in the course of their employment will be paid in
accordance with Enfusion’s normal payroll policies and procedures. Further, all compensation payments
made in the course of Employee’s employment will be subject to any

applicable withholding requirements
or other similar obligations.


f)

Expenses
.. Enfusion will reimburse Employee for out
-
of
-
pocket expenses incurred by Employee in
the course of their employment pursuant to Enfusion’s reimbursement policy and in each case, s
ubject to
applicable law.

Consideration
.. In consideration for Employee agreeing to Sections R1R1 and R1R4 of this Agreement, the
Company will provide the employee consideration, including, but not limited to, an at
-
will employment
relationship, or continued at
-
will employment; training; and access
to, or continued access to the
Company’s Confidential Information and client, customer and business relationships during Employee’s
employment. Employee agrees the consideration outlined in this paragraph is sufficient consideration for
Employee’s various
obligations under Sections R1R1 and R1R4 of this Agreement. Employee understands that
acceptance of this Agreement is a condition of employment and that the Company would not offer to
employ Employee and grant Employee access to its Confidential Information an
d client and customer
relationships, but for Employee’s acceptance of the terms of this Agreement and acknowledgment that the
consideration outlined herein is sufficient consideration for Employee’s obligations under Sections R1R1 and
R1R4 of this Agreement.

9.

E
mployment RR4Bn1elationship and Termination
.. “
“Term“inat“ion Date
” means the date on which Employee
ceases work for Enfusion, whether voluntary or involuntary.

a)

“
A“T
-
WILL” EMPLOYMEN“T
..

EMPLOYEE ACKNOWLEDGES AND AGREES “THA“T “THEIR EMPLOYMEN“T
IS ““iCTA“T
-
WILL.” “THIS MEANS, B
O“TH ENFUSION AND EMPLOYEE MAY “TERMINA“TE EMPLOYEE’S
EMPLOYMEN“T A“T ANY “TIME, FOR ANY REASON OR NO REASON, WI“THOU“T LIABILI“TY FOR BREACH OF
CON“TRAC“T, PROMISSORY ES“TOPPEL, SEVERANCE PAY, OR O“THERWISE.







	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


b)

Voluntary Termination
.. Although Employee has the right to te
rminate their employment at any
time for any reason, Employee, if classified as a Level 3, R4 or 5 Employee,

agrees to provide Enfusion with
at least

thirty (30) days’ prior notice to the date on which Employee intends to cease working for Enfusion.

If
Empl
oyee is classified as a Level 2 Employee, Employee agrees to provide Enfusion with at least sixty (60)
days’ prior notice to the date on which Employee intends to cease working for Enfusion. If Employee is
classified as a Level R1 Employee, Employee agrees
to provide Enfusion with at least ninety (90) days’ prior
notice to the date on which Employee intends to cease working for Enfusion. Employee’s initial level is
contained within Appendix R1 of this Agreement.
Upon receipt of Employee's notice of their inte
nt to cease
working for Enfusion, Enfusion may, in its sole

discretion, choose to reduce Employee's notice period (as
described in this paragraph) without additional obligations to Employee.

c)

Final Payment
.. Unless otherwise required by applicable state law, upon Employee’s Termination
Date, Enfusion shall provide Employee with a date, no later than Enfusion’s next regular pay date, on
which Employee will receive their final payment for all accrued Salary an
d any other pay owed through
the Termination Date.



R10.

RRepresentations
.. Employee understands and acknowledges that the following representations and
covenants are essential to Enfusion’s decision to enter into this Agreement. Employee represents and
warrants

to Enfusion as follows:


a)

Other than as already disclosed by Employee to Enfusion, as of the Effective Date, Employee is not
under any contractual or legal duty or obligation, engagement, understanding, restriction, or commitment
with any prior employer, o
ther entity or individual other than Enfusion or its Affiliates ("Other Employer”)
that would limit, prohibit, or interfere with Employee’s full and faithful performance of this Agreement,
including but not limited to, employment, consulting, confidentiali
ty, non
-
competition, or non
-
solicitation
agreements or restrictive covenants; Employee certifies that if they have made a disclosure of a contractual
or legal duty or obligation, engagement, understanding, restriction, or commitment with a prior
employer(s
), other entity or individual other than Enfusion or its Affiliates ("Other Employer”) that would
limit, prohibit, or interfere with Employee’s full and faithful performance of this Agreement, including but
not limited to, employment, consulting, confident
iality, non
-
competition, or non
-
solicitation agreements
or restrictive covenants, that their disclosure was a complete disclosure of any applicable terms.

b)

Employee does not have any inventions or intellectual property obligations which may affect
assignment under Section R13, other than what Employee has disclosed in Appendix 2;

c)

If applicable, Employee has disclosed any Other Employers existing as of the Effe
ctive Date;

d)

If applicable, Employee has complied with all duties imposed on Employee by their former
employer with respect to termination of their employment;

e)

Employee is free to enter this Agreement and commence employment with Enfusion;


f)

Employee underst
ands and acknowledges the offer of employment made pursuant to this
Agreement is made only to Employee for their personal services, and at no time has Employee been
authorized to recruit, induce, entice, or offer employment at Enfusion to any other person;


g)

Employee covenants not to use, disclose, or induce the use of, any trade secret, confidential
information, or proprietary information that belongs to any third party in the performance of Employee’s






	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


employment under this Agreement, unless Employee has pr
ior written consent from the owner of the
protected information (which, Employee agrees to provide such written consent to Enfusion);

and,

h)

Employee is not aware of: (i) any pending internal, criminal, civil, regulatory, or self
-
regulatory
organization inve
stigations involving Employee or any of Employee’s activities at any former employer or in
relation to or arising out of Employee’s prior employment ; (ii) any pending customer complaints or
customer arbitrations involving any of Employee’s activities at a
ny former employer or in relation to or
arising out of Employee’s prior employment; or, (iii) any circumstances that might lead to any of the matters
described in this subsection.

If Employee is aware of any such issues, Employee has disclosed such in writ
ing
to Enfusion’s Chief Human RR4n1esources Officer at least seven (7) days prior to the parties entering into this
Agreement.

R1R1.

Confidential Information and Confidentiality
..


a)

Employee acknowledges and agrees that through their employment, he or she will be prov
ided,
obtain, or be exposed to proprietary or non
-
public information relating to Enfusion’s business, which is
confidential in nature. Such information includes, client lists or client related information, information
related to or concerning Enfusion’s pr
oducts and services; fees, costs, and pricing structures; market
studies; business plans and investment analyses; designs and specifications; data and analyses; drawings,
photographs, and reports; computer software, object code, source code, operating syst
ems, applications,
algorithms, and program listings; flow charts, manuals, and documentation, ideas, images, text, music,
movies, concepts, video, and websites; databases; accounting and business methods; inventions, devices,
new developments, methods, and

processes, (whether patentable or non
-
patentable and whether or not
reduced to practice); investor or ownership information, Client and Prospective Client information;
copyrightable works; technology and trade secrets; historical financial statements, fin
ancial projections,
and budgets; personnel training techniques and materials; and any other personal, business, financial, or
technical information, data, patents, or ideas relating to the proprietary information observed by, or
disclosed to, Employee, whe
ther in oral, written documents, memoranda, reports, or correspondence in
graphic or machine
-
readable form, or otherwise in the course of, or in connection with, Employee’s
employment with Enfusion (individually and collectively “
Conf“ident“ial Informat“ion
”)
..

b)

Employee hereby agrees that he or she will not disclose nor use at any time; before, during, or
after their employment with Enfusion; any Confidential Information of which Employee is or becomes
aware of, whether or not such information is developed by
Employee, except to the extent such disclosure
or use is directly related to or required for Employee’s performance of their employment duties. Further,
Employee agrees he or she will take all reasonable and appropriate steps to safeguard the Confidential
Information and to protect it against disclosure, misuse, espionage, loss, or theft and will not disclose or
use any Confidential Information except as reasonably necessary to perform Employee's duties for the
Company, or as required by law.

Employee furth
er agrees not to otherwise transmit or download any
Confidential Information to Employee's personal computer, cellular telephone, or other electronic device,
or otherwise remove Confidential Information from the Company's premises or Company
-
owned
computer
, unless Employee secures the Company's specific authorization in advance and takes appropriate
steps to protect such information. Employee understands and agrees that all Confidential Information,
including documents, records, and electronic files, to whi
ch Employee has access as a result of Employee's
employment by the Company are the exclusive property of the Company. Employee also acknowledges and
agrees that all Confidential Information, and all copyrights, trademarks, patents and other rights in
conne
ction therewith, shall be the sole property of the Company and its assigns. For clarity, nothing herein

is intended to prevent Employee from disclosing information that Employee has a legal right to disclose.







	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


c)

Exceptions
.. Confidential Information shall not include any information that: (i) was in the
possession of, or demonstrably known by, (in each case without restriction on its use or disclosure) the
Employee prior to their receipt of such information; (ii) any informa
tion independently known by Employee
without access to or reliance upon any Confidential Information, including the general skills, knowledge and
experience acquired by the Employee before and/or during employment with the Company; (iii) was
lawfully discl
osed to Employee following the end of their employment with Enfusion by a third party under
no known obligation of confidentiality; (iv) is in the public domain at the time of disclosure, or thereafter
becomes in the public domain, other than as a result o
f disclosure by Employee in violation of this
Agreement.

d)

In the event Employee is required under a subpoena, court order, statute, law, rule, regulation, or
other similar requirement, (“
Legal Requ“irement
”) Employee shall do so only to the extent required b
y the
Legal RR4i1equirement, must provide prompt written notice to Enfusion of the disclosure to the extent not
precluded by law, and must designate the information as Confidential Information when disclosing such
information.

Further, when legally permissible
, the Employee shall notify Enfusion of what Confidential
Information was disclosed under such Legal RR4n1equirement.

e)

Defend Trade Secrets Act of 2016 (DTSA) Notice
.. Notwithstanding any other provision of this
Agreement, pursuant to Section 7 of the DTSA, the

Employee cannot be held criminally or civilly liable under
any federal or state trade secret law for any disclosure of a trade secret that: (1)

is made: (A) in confidence
to a federal, state, or local government official, either directly or indirectly, or

to an attorney; and (B) solely
for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or
other document that is filed under seal in a lawsuit or other proceeding. (ii) If Employee files a lawsuit for
reta
liation by Company for reporting a suspected violation of law, Employee may disclose Company’s trade
secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (1)
files any document containing the trade secret

under seal; and (2) does not disclose the trade secret, except
pursuant to court order.


f)

Violation of Law
.. If Employee believes Enfusion has committed or is committing a violation of law,
although not required, he or she is asked to first report the possi
ble violation to Enfusion’s executive
leadership so that Enfusion may take the proper corrective actions. Despite the foregoing, Employee is free
to report possible violations, file a charge with, or participate or cooperate with any governmental agency
or

entity, including but not limited to the EEOC, the Department of Justice, the Securities and Exchange
Commission, Congress, or any agency Inspector General, or make any other disclosures that are protected
under the whistleblower, anti
-
discrimination or a
nti
-
retaliation provisions of federal, state or local law or
regulation; provided further, the Employee does not need the prior authorization of the Company to make
any such reports or disclosures, and the Employee is not required to notify the Company tha
t the Employee
has made such reports or disclosures.

g)

Trading
.. Employee understands and agrees he or she is not permitted to use Enfusion’s or Clients’
Confidential Information on their behalf, on the behalf of others, or to assist others in trading securit
ies.
Employee further acknowledges that to use Enfusion’s or Client’s Confidential Information for personal
financial benefit or to “tip” others who might make an investment decision on the basis of this information
is not only prohibited and unethical, bu
t is also illegal.


R12.

Company Property
.. Upon Enfusion’s request or Employee’s Termination Date, Employee shall, to the
extent such materials are in Employee’s possession or under Employee’s control, promptly deliver to
Enfusion: (i)

all original and any copies of emails, employee training mate
rials, records, agreements,






	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, or
calculations, which are the property of Enfusion or its Affiliates and that relate, in any way, to the business,
products, p
olicies, practices, or techniques thereof, including any strategies; (ii) all other Enfusion
property, including any Enfusion issued credit cards, identification, keys, computers, cell phone, or other
equipment; (iii) all Confidential Information of Enfusi
on or its Affiliates, including all documents that, in
whole or in part, contain any Confidential Information of Enfusion or its Affiliates or their respective clients
or licensors; and (iv) all proprietary information, intellectual property and trade secr
ets of Enfusion or its
Affiliates or their respective clients or licensors. In addition, if applicable, Employee shall promptly cancel
or transfer to himself or herself any telecommunications services for which Enfusion was directly paying.
Nothing in this

Section shall prohibit Employee from retaining papers or materials that are solely of a
personal nature, including copies of documents showing their compensation or reimbursable expenses
and a copy of this Employment Agreement.


R13.

Intellectual Property
.. (“
I
ntellectual Property
”) means any and all intellectual property in any form or stage
of development, including any innovation, discovery, idea, concept, design, prototype, product
configuration, invention, improvement, modification, patentable subject matte
r, method, process,
technique, procedure, system, plan, model, program, software or code, source code, algorithms, data,
specification, drawing, images, text, music, movies, video, websites, diagram, flow chart, documentation,
know
-
how, work of authorship,

copyrightable subject matter, derivative work, trademark or trade name,
and any other subject matter, material, or information that qualifies or is considered by Employer to
qualify for patent, copyright, trademark, trade dress, trade secret, or any other

protection under any law
providing or creating intellectual property rights, including the Uniform Trade Secrets Act. Intellectual
Property also includes Confidential Information learned, obtained, or developed in connection with
Employee’s employment, su
ch as specifications, financial data, personnel information, market
information, business arrangements, and other non
-
public information of Employer described in Section
[R1R1] of this Agreement. EMPLOYEE AGRR4n1EES THAT ANY INTELLECTUAL PRR4n1OPERR4n1TY CONCEIVED ORR4n1 MA
DE BY
EMPLOYEE, WHETHERR4i1 ALONE ORR4i1 WITH OTHERR4i1, DURR4i1ING THE TERR4i1M OF EMPLOYEE’S EMPLOYMENT WITH
ENFUSION RR4i1ELATING IN ANY MANNERR4i1 TO THE BUSINESS, BUSINESS PLANS, ORR4i1 STRR4i1ATEGIES OF ENFUSION
ORR4Bi1 ITS AFFILIATES, SHALL BE THE EXCLUSIVE PRR4Bi1OPERR4Bi1TY OF ENFUSION ORR4Bi1 SUCH AFF
ILIATE. WITHOUT
LIMITING THE FORR4i1EGOING, TO THE EXTENT ANY COPYRR4i1IGHTABLE WORR4i1K IS INCLUDED IN THE FORR4i1EGOING,
IT WILL BE DEEMED ‘A WORR4n1K MADE FORR4n1 HIRR4n1E” FORR4n1 THE BENEFIT OF ENFUSION ORR4n1 SUCH AFFILIATE UNDERR4n1
SECTION 20R1(b) OF THE R1976 U.S. COPYRR4i1IGHT ACT, AS AMENDE
D, ORR OTHERR SIMILARR APPLICABLE STATE
ORR4Bi1 FORR4Bi1EIGN ORR4Bi1 INTERR4Bi1NATIONAL LAWS. FURR4Bi1THERR4Bi1, EMPLOYEE AGRR4Bi1EES THAT ALL INVENTIONS, HE ORR4Bi1 SHE
DEVELOPS ORR DEVISES (WHETHERR INDIVIDUALLY ORR IN CONCERRT WITH OTHERRS): (i) USING ENFUSION’S
EQUIPMENT, SUPPLIES, RR4i1ESOURR4i1CES, ORR4i1 CON
FIDENTIAL INFORR4i1MATION; (ii) RR4i1ESULTING FRR4i1OM WORR4i1K HE
ORR4Bi1 SHE PERR4Bi1FORR4Bi1MS ORR4Bi1 PERR4Bi1FORR4Bi1MED FORR4Bi1 ENFUSION; ORR4Bi1, (iii) RR4Bi1ELATING TO ENFUSION’S CURR4Bi1RR4Bi1ENT ORR4Bi1
PLANNED RRESEARRCH ORR DEVELOPMENT WILL BE ENFUSION’S SOLE AND EXCLUSIVE PRROPERRTY.
ACCORR4Bi1DINGLY, EMPLOYEE HERR4Bi1EBY ASSIGNS A
LL INTELLECTUAL PRR4i1OPERR4i1TY RR4i1IGHTS, TITLE, AND
INTERR4n1ESTS

TO ENFUSION AND WAIVES ANY MORR4i1AL RR4i1IGHTS IN THE INTELLECTUAL PRR4i1OPERR4i1TY TO THE FURR4i1THEST
EXTENT
PERRMITTED

BY LAW.


R1R4.

RRestrictive Covenants
.. Employee understands and recognizes that Enfusion is engaged in a hi
ghly
competitive business and has spent a considerable amount of time, effort, and resources building its
business, products, client base (domestically and internationally), and training its employees. Further,
Employee through their employment will receiv
e training regarding and have access to Enfusion’s (and its
clients’ and licensors’) Confidential Information (as defined above), trade secrets, and sensitive proprietary
business methods or data, customer lists, and other valuable business information. Em
ployee
acknowledges and agrees that Enfusion has a legitimate business interest in protecting its goodwill, client






	
	





Chicago

125 South Clark Street

Suite 750

Chicago, IL 60603


enfusion.com


and employee base, Confidential Information, trade secrets, and other proprietary information.
Accordingly, Employee agrees to be bound by th
e following restrictive covenants (“
Restr“ict“ive
Covenants
”), which are reasonably tailored to protect Enfusion’s legitimate interests from improper and
unfair competition, and will not unreasonably impair or infringe on Employee’s right to work or earn a
l
iving after Employee’s Termination Date:

a)

Definitions
: For purposes of this section, the following terms are defined as follows:

i.

(“
Cl“ient
”) means a person or organization who has retained, in writing or otherwise, Enfusion
or any of its Affiliates to perfo
rm a service for compensation, which is, is related to, or is an
extension of Enfusion’s or its Affiliates’ normal line of business and which Employee was
involved; and,

ii.
(“
Prospect“ive Cl“ient
”) means a person or entity that has not yet retained, in writing
or
otherwise, Enfusion or any of its Affiliates to perform a service for compensation as described
above when defining Clients, but instead, is a person or entity that Enfusion or any of its
Affiliates reasonably expect to do so by virtue of Prospective Cl
ient’s solicitation of Enfusion
or its Affiliates or Enfusion’s or its Affiliates’ targeted, direct solicitation of that person or entity
within a six (6) month period immediately prior to Employee’s Termination Date.

b)

Non
-
solicitation of Enfusion’s Employe
es.

Throughout Employee’s employment with Enfusion and
for a period of one (R1) year, to commence on Employee’s Termination Date, Employee agrees not to:
directly or indirectly, through any person or entity, or as an agent for any person or entity, authoriz
e,
encourage, suggest, or approve any person or entity to employ or cause to be employed, entice, induce, or
solicit employment or engagement, in any capacity, any person that Employee had contact with and who is
employed by Enfusion or any of its Affiliat
es or was employed or engaged by Enfusion or its Affiliates within
three (3) months of the solicitation. While there is no geographic restraint, Employee understands and
acknowledges that the restriction prohibiting solicitation of Enfusion employees is ne
cessary and
reasonable based upon Enfusion’s global presence and to protect Enfusion’s legitimate interest in its
employee base and the resources utilized in training and maintaining such employee base.


c)

Non
-
solicitation of Enfusion’s Clients
.. Throughout E
mployee’s employment with Enfusion and for
a period of one (R1) year, to commence on Employee’s Termination Date, Employee agrees not to: directly
or indirectly, through any person or entity, or as an agent for any person or entity, authorize, encourage,
su
ggest, or approve any person or entity to directly or indirectly, through any person or entity, or as an
agent for any person or entity, or authorize, encourage, suggest, or knowingly approve any person or entity
to, induce, attempt to induce, or entice an
y Client (as defined above) or Prospective Client (as defined
above), in whole or in part, from doing business with Enfusion or any such Affiliate, regardless of which
party initiates the contact or communication; or directly or indirectly, or through any
person or entity,
authorize, encourage, suggest, or knowingly approve any person or entity to, solicit, communicate with,
contact, sell or render assistance, services or products to any Client or Prospective Client that would
interfere with, take away, div
ert, or urge any Client or Prospective Client to discontinue, in whole or in part,
business with Enfusion or any of its Affiliates. While there is no geographic restraint, Employee understands
and acknowledges that the restriction prohibiting solicitation
of any Enfusion Client or Prospective Client is
limited to those Clients or Prospective Clients with whom Employee worked, to whom Employee marketed
or sold services or products, or about whom Employee received Confidential Information, as such would
give
Employee an unfair competitive advantage. Employee agrees this restriction is necessary and
reasonable, without regard to geographic constraint, based upon the Employee’s knowledge and/or






	
	





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interaction with the Client or Prospective Client and to protect Enf
usion’s legitimate interest in protecting
its business relationships.

d)

Non
-
compete
.. Employee understands and recognizes that: (i) Enfusion has spent a considerable
amount of time and resources into training Employee; and, (ii) Employee will gain access to
or knowledge
of confidential and proprietary information and of practices, successes, and failures during the course of
their employment; and, (iii) Employee will build relationships with Enfusion clients or prospective clients
through their employment wit
h Enfusion, made possible through Enfusion’s brand and resources, each of
which Enfusion has a legitimate interest in protecting and Enfusion’s competitors or prospective
competitors will gain an unfair advantage by obtaining the benefit of such foregoing
investments made into
and interests obtained by Employee. Therefore, throughout Employee’s employment with Enfusion and
throughout the
Restr“icted Per“iod

(as defined below), Employee agrees not to, directly or indirectly, alone
or in association with or on
behalf of any other person or entity, engage in any Competitive Activity (as
defined below) (“
Restr“icted Employment
”).

i.
RRestricted Period.

(“
Restr“icted Per“iod
”) means a period of twelve (R12) months to commence
on Employee’s Termination Date.

ii.
Competitive Activity
.. (“
Compet“it“ive Act“iv“ity
”) means:

R1.

Engaging in a Competitive Business (as defined below) directly or indirectly, on
Employee’s own behalf or on the behalf of another;

2.

Providing services, similar or related to any services Employee provided to Enfusion
while employed by Enfusion, to any pers
on engaged in a Competitive Business,
whether as an employee, consultant, officer, director, manager, partner, principal,
agent, representative, or in any other capacity; or,

3.

Controlling (by contract, equity ownership, or otherwise), investing in (except a
s the
owner of up to 3% of the securities of a publicly
-
traded entity), or providing other
financial support to any person engaged in a Competitive Business.

iii.
Competitive Business
..

(“
Compet“it“ive Bus“iness
”) means:

R1.

Asset Management Software, including (a) por
tfolio management system; (b)

order
management system; (c) execution management system; (d) fund accounting
system; or (e) fund risk management system, or any combination of the foregoing or
any software substantially similar to any new software offering E
nfusion offers or
proposes to offer during Employee’s employment at Enfusion and in which Employee
was involved in or received Confidential Information or trade secrets regarding; or

2.

Any middle
-

or back
-
office services or servicing tied to Enfusion’s softw
are that
Enfusion offers or proposes to offer during Employee’s employment at Enfusion and
in which Employee was involved in or received Confidential Information or trade
secrets regarding, or any other similar software that is an alternative to or compete
s
with Enfusion’s managed services offering, whether in whole or in part; or







	
	





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3.

Any other business or extension of a line of business in which Enfusion was engaged
at any time during Employee’s employment, or in which Enfusion plans to engage or
is considerin
g plans to engage at the time of the Termination Date (as evidenced in
writing) and in which Employee was involved or about which Employee received
Confidential Information or trade secrets.

e)

Notice
.. During the RR4g1estricted Period, Employee shall notify any o
ther employers or prospective
employers of their obligations under this Agreement before Employee begins working for such employer
and further, agrees to simultaneously deliver a copy of such notice to Enfusion in accordance with Section
[R19] (Notices). Fu
rther, Employee agrees that Enfusion may also notify such other employers or prospective
employers of Employee’s obligations under this Agreement. Employee agrees to inform Enfusion of the
name, address, and telephone number of Employee’s supervisor at eac
h subsequent employer to whom
Employee reports this Agreement during the RR4i1estricted Period.

f)

Undue Hardship
.. If Employee believes in good faith that the provisions in this Section will prevent
him or her from obtaining a new job due to its categorization as

RRestricted Employment, Employee may
notify Enfusion in writing, providing reasonable details about the proposed responsibilities of the new job
(without disclosing another person’s Confidential Information). The Parties agree to discuss whether
appropriat
e accommodations can be made to balance the protection of Enfusion’s business interests and
Employee’s desire to engage in RR4i1estricted Employment, and any appropriate adjustments to the payments
described above. Except to the extent required by applicable l
aw, Enfusion is under no obligation to modify
the restrictions in this Section, but may do so in its sole and absolute discretion.

g)

General
.. For the avoidance of doubt, the RR4g1estrictive Covenants contained in this Agreement are in
addition to, and not in lie
u of, any other restrictive covenants or similar covenants or agreements between
the Employee and Enfusion. The above
-
described restrictions are narrowly tailored to protect Enfusion’s
legitimate business interests. The restrictions shall only apply to com
petitive employment in a capacity that
is related to or requires the same or similar skills or knowledge necessary to have performed Employee’s
duties at Enfusion or any role similar or related to any role held by Employee while employed at Enfusion.

h)

Clie
nt Competition
.. Enfusion will spend a considerable amount of time and resources making
Employee an expert of Enfusion’s products and service offerings and has a legitimate interest in protecting
such investment in Employee. To protect its legitimate intere
st and to prevent clients from circumventing
and eliminating the need for Enfusion’s services, (whether explicitly or under the guise of reverse
engineering) through hiring Employee, Employee agrees that for a period of six (6) months to commence
on Employ
ee’s Termination Date, Employee will not, directly or indirectly, accept employment or perform
services or duties, paid or unpaid, from any of Enfusion’s Clients or Prospective Clients, provided that
Employee had contact with the Client or Prospective Clie
nt during their employment and to the extent such
employment would be in a capacity substantially similar to the capacity in which the Employee worked for
Enfusion. Employee further acknowledges the employment opportunities that Employee could get without
violating this Agreement, including, by way of example only, the immense number of hedge funds, asset
managers, fund administrators, fund of funds, and other financial services or investment companies, and
that as such he or she will be able to earn a live
lihood without violating this Agreement.


i)

Extension of RR4i1estricted Period
.. In the event of any violation of any RR4g1estrictive Covenant, the
restricted period of the covenant that was violated shall be extended by a period of time equal to the period
beginning when such violation commenced and ending when the activities constituti
ng such violation have






	
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ceased, such that Enfusion gets the full benefit of the bargain with respect to the agreed upon period of restriction.  R15.RRemedies. Employee acknowledges and agrees that due to the unique nature of Enfusion’s business,
Employee’s breach of any obligation may result in irreparable and continuing harm to Enfusion, for whichmonetary damages may be inadequate to compensate or make Enfusion whole. Therefore, Employee
agrees Enfusion is entitled to seek injunctive relief or specific performance to enforce the terms of thisAgreement without the necessity of posting a bond. Employee further agrees Enfusion shall also have any
other right or remedy available to it under law or in equity including the right to seek and recover monetarydamages for lost profits and other compensable damages. Should any court of competent jurisdictiondetermine that Employee has breached any of the provisions as contained in this Agreement, Enfusionshall have a right to collect, in addition to any monetary damages awarded to it, all of its reasonableattorneys’ fees and costs incurred in connection with its efforts to enforce this Agreement, including pre-litigation efforts. Employee agrees that, if Enfusion seeks preliminary or emergency injunctive relief, and
obtains same in whole or in part, the Company shall be entitled to an award of its attorney fees, expenses,and costs incurred in connection therewith upon the entry of the order granting said preliminary or
emergency injunctive relief, in addition to any such fees and costs that may be incurred and awarded withrespect to any subsequent proceedings in said action.R16.Voluntary Agreement. Employee represents that Employee has carefully read, considered and
understands the scope and effect of the provisions of this Agreement and that Employee is fully aware ofthe legal and binding effect of this Agreement. This Agreement is executed voluntarily by Employee andwithout any duress or undue influence on the part or behalf of the Company. Employee furtheracknowledges and agrees that Employee has been provided sufficient time to review the Agreement andconsult with an attorney or legal representative regarding the Employee’s rights and obligations under this
Agreement. In doing so, Employee acknowledges and agrees, the restrictions set forth in this Agreementimpose a fair and reasonable restriction on Employee, reasonably necessary to protect Enfusion’s and its
officers’ directors’, members’, and employees’ interests, business, and goodwill.R17.Severability. If any provision of this Agreement is found to be unenforceable or contrary to law; including
if any provision concerning time, scope, or geographic restrictions are deemed by a court with competent
jurisdiction to be overly broad; the provision in question should be reformed to the minimum extentnecessary to correct any invalidity while preserving to the maximum extent, the rights and commercial
expectations of the Parties. The remaining portions of this Agreement will remain in full force and effect.Further, every provision of this Agreement shall be construed as independent agreements betweenEnfusion and Employee. Therefore, any claim or cause of action Employee may have against Enfusion,whether predicated on this Agreement or otherwise, shall not constitute a defense to prohibit theenforcement of any other provision or covenant.R18.Counterparts. This Agreement, and any amendment thereto, may be executed in one or more
counterparts and by the Parties hereto in separate counterparts, each of which when executed shall bedeemed to be an original, but all of which taken together, shall constitute one and the same Agreement.Facsimile, PDF, and any other digital or electronic signatures to this Agreement shall have the same effectas original or wet signatures. If executed in counterparts, this Agreement or any amendment, will not beeffective or enforceable until signed by both Employee and an authorized representative of Enfusion.R19.Notices. All notices, requests, claims, demands, and other communications under this Agreement,
(collectively “Not“ices”), must be in writing and sent to the person and address designated in this Section.






	
	





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Any Notices must be hand
-
delivered, sent by an internationally recognized overnight courier service, sent
via e
-
mail, or sent via registere
d or certified mail with postage pre
-
paid and return receipt requested.
Notices will be considered given or made upon receipt.


Notices to Enfusion
:


Notices to Employee
:

Enfusion, LLC

R125 S. Clark Street, Suite 750

Chicago, IL 60603

Attn: Human RR4Bi1esources

Phone: 3R12.253.9800

E
-
mail: HRR4Bn1@enfusion.com

See
Appendix 1

(
Scope of Employment
)


Employee agrees to provide an updated address to Enfusion at the time of termination and if that address changes
during the period of restriction following the Employee’s termination the Employee agrees to provide Enfusion the
updated address. In the event

Enfusion is unable to locate Employee at their last known residence, Employee agrees
Enfusion may seek injunctive relief or specific performance without personal service on Employee, so long as
Enfusion uses reasonable efforts to first locate Employee.


20.

E
ntire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to
its subject matter and (to the extent permissible by law) supersedes all prior agreements, proposals,
communications, representations, writings, negotiatio
ns, or understandings with respect to that subject
matter. All terms, conditions, and warranties not stated expressly in this Agreement, and which would in
the absence of this provision be implied into this Agreement by statute, common law, equity, trade,
custom or usage or otherwise, are excluded to the maximum extent permitted by law.


2R1.

Governing Law
.. The legal relations between the Parties hereto and any dispute arising under or in
connection with this Agreement, or breach thereof, whether sounding in con
tract, tort, or otherwise, shall
be governed by and construed in accordance with the laws of the United States of America and the State
in which the employee’s assigned Office is located (provided in
Appendix 1
)
, regardless of any laws that
might otherwise

govern under applicable choice
-
of
-
law principles. Any claim, legal proceeding, or litigation
arising out of or in connection with this Agreement or the relationship between Enfusion and Employee
will be brought solely in the jurisdiction in which the Offi
ce is located, regardless of any laws or rules that
might otherwise govern under applicable forum non conveniens principles. Any claim brought in any other
jurisdiction or forum is precluded. ACCORR4g1DINGLY, BOTH PARR4g1TIES HERR4g1EBY CONSENT TO THE EXCLUSIVE
JURR4n1ISD
ICTION OF THE FEDERR4n1AL AND STATE COURR4n1TS LOCATED WITHIN THE JURR4n1ISDICTION IN WHICH THE
OFFICE IS LOCATED.


22.

No Waiver
.. No waiver, of any of the terms of this Agreement, will be valid unless in writing, explicitly stated
as such, and signed by the party waiving its rights. Any forbearance or delay by either party to enforce any
of its rights under this Agreement will not
be construed as a waiver to enforce any such rights pertaining
to the occurrence in question or any other occurrence. The waiver, by any Party, of any breach of covenant
will not be construed as a waiver of any succeeding breach of the same or any other co
venant.


23.

Assignment
.. Enfusion may assign this Agreement or its rights under this Agreement to
-

and Employee
may be employed by
-

any affiliate or subsidiary of Enfusion, or entity that acquires all or substantially all
of Enfusion’s assets or acquires a d
epartment or line of business of Enfusion that Employee works within,
or that is otherwise a successor in interest to Enfusion. This Agreement may not be assigned by Employee,






	
	





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except that Employee’s rights to compensation and benefits hereunder, subject to

the limitations of this
Agreement, may be transferred by will, by operation of law or as required by the law or a court order.

2R4.

Compliance with Section R409A
.. This Employment Agreement is intended to comply with, (or be exempt
from), Section R409A of the Int
ernal RRevenue Code of R1986, as amended, to the extent applicable, and shall
be administered and interpreted accordingly. To further clarify, this Section is in no way intended to
change that bonuses, if any, are earned upon payment.


25.

Binding Agreement
.. Thi
s Agreement shall be binding upon and shall inure to the benefit of both Enfusion
and Employee and their respective successors, assigns, heirs, and legal representatives.


26.

Terms of Acceptance
.. This Agreement is conditioned upon and subject to: (i) confirma
tion that Employee
is not a subject to any contractual or other legal restrictions that would prevent or impair their ability to
perform the duties of the position offered under this Agreement; (ii) Enfusion’s satisfactory completion of
a background invest
igation, credit check (where appropriate and allowed by law), and reference check
(where appropriate); and, (iii) Enfusion’s receipt of Employee’s acceptance of the terms and conditions of
this Employment Agreement on or before the close of business on
Dec
ember
28
, 2022
..

[Signature Page to Follow]












	
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Signature Page to the Employment Agreement between Enfusion Ltd. LLC and Brad Herring made effective on
December 14, 2022. IN WI“TNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the Effective Date written above.
Enfus“ion Ltd. LLC
Employee
MCpmnUODt,e
MCpmnUODt,e
nrt,euDymwtmeunRUymte
nrt,euDnceotDDCmpe
:CUAt,eBvCtEety)AtebEECatD
e
SnUt,
e
SnUt,eStatr tDe“T“ile/F//e
/s/ Brad Herring
December 14, 2022






	
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“Th“ird Party Intellectual Property (IP) Agreement
Dear Brad, We are excited to have you join the Enfusion team. As a company, it is very important to us that we respect others’ intellectual property and contractual rights. As part of your onboarding process, please review this letter as it is a topic we hold dearly. Once you have reviewed, feel free to ask any questions you might have. If you do not have any questions, please acknowledge the letter by signing in the designated area located at the bottom of the page. If you have not done so already, to the extent you may be subject to any enforceable restrictive covenants or contractual limits on: i) your ability to solicit former clients or colleagues; ii) your possession, transfer, or use of
confidential information; and, iii) your possession, transfer, or use of trade secret information, Enfusion requires that you disclose the nature of such covenants or contractual limitations before you commence employment. It is
important to understand, you are personally responsible for complying with such covenants and limitations until they expire (if at all). In addition to making Enfusion aware of any covenants or limitations you are subject to, we want to reiterate that you should not remove any trade secrets or confidential written or electronic materials from your current or prior employers. Likewise, you should not bring any such materials to Enfusion. You may not use any confidential or trade
secret information you obtained during any prior employment in your work with Enfusion. To the extent the information was maintained as confidential by your previous employer(s), confidential and trade secret information includes, without limitation, any information about competitor marketing strategies, product development, and pricing information, as well as customer and personnel lists and contact information. If you receive instruction or work from anyone at Enfusion or its affiliates (e.g., Enfusion’s international offices) that you believe would cause you to violate any agreements or covenants with a prior employer or your obligations to Enfusion, you should immediately disclose the matter to your office lead or Enfusion executive leadership, including Enfusion legal. It is very important that you take action under such circumstances because failure to abide by these expectations could result in you being liable to your former employer, withdrawal of Enfusion’s conditional offer of employment, or termination of any employment accepted. Acknowledged and Accepted: By Employee
Signature:
Name: Brad Herring
Date:
/s/ Brad Herring
December 14, 2022






	
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Scope of Employment
APPENDIX 1 to Employment Agreement
RReference is made to the “Employment Agreement” entered into by and between Enfusion Ltd. LLC (“Enfusion”) and
Brad Herring (“Employee”) on December R1R4, 2022 (as may be amended from time-to-time, the “Agreement”). The
Parties hereby agree that this Appendix R1 shall be subject to and controlled by the terms and conditions of the Agreement, which shall be incorporated by reference into this Appendix R1. If there is any inconsistency between the terms of the Agreement and this Appendix R1, the terms of the Agreement shall prevail. Further, all capitalized terms
used but not defined in this Appendix R1 shall be construed in accordance with the Agreement.
1.Commencement Date of Employment. The Employee’s first day of work will be on December R19, 2022 (“Commencement Date”) unless otherwise agreed to by Enfusion and Employee in writing pursuant to the terms of the Employment Agreement.2.Appointment & Duties. Employee shall serve as Chief Financial Officer and lead the Finance Department.3.Work Hours. During an ordinary work week, Employee shall be available during Enfusion’s ordinary office hours described under Section 5 of the Agreement (“Work Hours”) unless otherwise agreed to, in writing, by Employee and the CEO.4.Office. Employee is initially assigned to Enfusion’s office located in Chicago. Enfusion agrees to allow Employee to work from his home in [***] on a full-time basis.
5.Status. Employee will be classified as an EXEMPT employee, which means Employee will not be eligible for
overtime pay for hours worked in excess of forty (R40) hours in any given week.
6.Pay Cycle. Employee will ordinarily receive payment for services rendered twice per month, in accordance
with Enfusion’s ordinary payroll policies and procedures.
7.Salary. Employee agrees to accept a base salary to be paid at an annualized rate of $R450,000 US Dollars
(“Salary”). The Salary is paid less applicable deductions and withholdings. Employee’s Salary will be paid in
accordance with Enfusion’s normal payroll policies and procedures.
8.Voluntary Termination Notice. Employee is initially classified as a Level R1 Employee. Although Employee has
the right to terminate their employment at any time for any reason, as a Level R1 Employee, Employee agrees
to give 90-days’ prior notice to the date on which Employee intends to cease working for Enfusion. 9.Other.
D“iscret“ionary Bonus
In addition to Employee’s Salary, Enfusion may reward Employee’s exemplary performance and the
performance of Employee’s group through the award of a discretionary bonus (“Bonus”). Bonus awards will
also reflect the company’s overall performance. Employee has a target Bonus of $275,000 (where paid at
R100% of target) (less, where applicable, deductions and withholdings). The award of any Bonus shall be
conditioned upon: (R1) Employee’s satisfactory, as determined solely by Enfusion, meeting of conditions and
goals (relating both to Enfusion’s performance and Employee’s individual performance) to be






	
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communicated to Employee by Enfusion upon the commencement of Employee’s employment with
Enfusion (and updated at times throughout Employee’s tenure); (2) Enfusion’s performance; and (3)
Employee being in “active working status” at the time any Bonus is awarded. For purposes of this provision,
“active working status” means that the Employee has not resigned (or given notice of Employee’s
resignation) or been terminated (or been given notice of Employee’s termination).
Restr“icted Stock Un“its S“ign-On Bonus
On Employee’s first day of employment, Enfusion shall grant Employee R175,000 restricted stock units
("RR4n1SU") subject to the Enfusion Stock Incentive Plan (the "Plan"). Any grant of RR4i1SUs shall be pursuant to a
separate RR4i1estricted Stock Award Agreement ("Agreement") and shall vest in accordance with the terms set
forth in that Agreement and subject to all conditions and limitations contained in the Plan. It is the
Company’s intention that this initial grant shall vest as follows: (i) 87,500 RR4Bn1SUs (50%) vesting on the two-
year anniversary of the initial grant date and (ii) 87,500 RRSUs (50%) vesting on the three-year anniversary
of the initial grant date. Additional detail relating to the RR4Bi1SU grant, will be provided to the Employee at a
future date.
Cash S“ign-On Bonus
Following the Commencement Date, Employee will receive a one-time cash sign-on bonus of $250,000 (less,
where applicable, deductions and withholdings) (“Cash Sign-On Bonus”). Enfusion’s payment of the Cash
Sign-On Bonus is conditioned on Employee agreeing to: (R1) be bound by the restrictive covenants contained
in the Employment Agreement; and (2) Employee’s continuous employment with Enfusion for a period of
one (R1) year, beginning on the Commencement Date. If Employee's employment is terminated either by
Employee for any reason, or by Enfusion for cause within the one (R1) year period, Employee agrees to repay
Enfusion seventy-five percent (75%) of the Sign-On Bonus within thirty (30) days of Employee’s Termination
Date or such other date as agreed upon by Enfusion, in writing, in its sole discretion. If Employee fails to
conform to the Voluntary Termination Notice terms set forth in the Agreement, Employee agrees to repay
Enfusion seventy-five percent (75%) of the Sign-On Bonus within thirty (30) days of Employee’s Termination
Date or such other date as agreed upon by Enfusion, in writing, in its sole discretion.
Annual L“TI Award
Employee will be eligible to participate in the Company’s equity incentive plans for executives, beginning in
2023, and receive annual equity grants thereunder. The amount of Employee’s annual equity Long Term
Incentive (“LTI”) value shall initially be equivalent to $R450,000 at the time of the grant and shall be
comprised of R100% time-based restricted stock units, which will follow the vesting schedule adopted at that
time.
10.Vacation. In accordance with Enfusion’s Flexible Time Off policy, which may be amended from time to time, Employee is entitled to Flexible Time Off as needed each calendar year. Flexible Time Off will not accrue or vest and therefore will not be paid out at the time of separation of employment.11.Notices to Employee.Brad Herring[***]






	
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Acknowledged and Accepted: By Employee Signature:  /s/ Brad HerringName: Brad Herring Date: December 14, 2022