Confidential CONVERSION AGREEMENT “This agreement “Agreement made on this day of _, 200 berween PepsiCo India Holdings Pivate Lad, 1 Company incorporated under the Companies Act 1936 and having is repitered office at 3B DLF Corporate Park, $ Block, Quiab Enclave Phase Ill Gargsoa, Haryana (“PET which expresion unless repignant wo the context shall teat and include, pane, asocite and grup company, is successors nad assigns) of the One Pat AND M/s. Swiss Garnier Life Sciences, a Parinerhip Firm, Constinted under the Indian Partnership Act, 1932 having its offce Noo-A, Vembuliamman Koil Street, Alandur, (Chenmai— 600 016 and ts factory at No-21-23, Industiial Avea, Meharpur— 174 315, District £ Un, Himachal Peadcah State and ie in represented by MeMS.Theivendean, Managing, Pastece, (HSwits” which expression shall unlese repugnant to the contest oF meaning thercof be decmed to inchude their successors, administators and peemited assign) of the (Other Part (PI and SWISS are hereinafter collectively sefersed to asthe “Parties” and indvically as Gray")Confidential WHEREAS: @ © ° @ PH is, iterate, engaged in dhe business of manafactusing, boing and distributing jsices, syrups, jice based drinks, nectas, ready to serve drinks, enerpr danks, under various wade masks SWISS owns a plant at ___ (Plant) and is engaged inter ala, in the mamfacare prodactin, procesing, Pharmacesteal products and produes which may be onsitued und rconatied s beversgen PIH ie desisous of identifying a relable rource for manufacture of a powder which can be constituted or teconstinuted as a bevenge more particulary described a Annexure ‘B" hereto ("Product") ind pursuant to discussions and negotiations, PL aad SWISS are desirous of executing an ageeement in terms whereof SWISS shall ‘manufacture the Products under the trademarks of PIH for PLH at the Plants “The Pastice ase desirous of pursing the aforenid objective throagh the ineteamentality of thie Agreement on terms ard conctions set forth, hereinafier NOW THEREFORE IT IS AGREED AS FOLLOWS: 1 DEFINITIONS In this Agreement (including the ecitals hereof, the following expressions shall have, swhere the context so admits, che meanings ategned thereto. A, "“Agroement" shall meaa this Agreement together with Annenares hereto and shall include any modiieaions and alterations hereto made in writing, after the daze of execution of ths Agreement. 1.2. “Compettox” shall mean any product in competition with the products of IH in the cold beverage and packaged enack food category. 13. “Effective Date” shall mean _, 2008. 1A “Term” of this agreement will mean a period of 12 months from the Effective Date. 15. "Contidential Information” shall mean and inchde any information, dita specifieations, product formulations, instructions, documentation and other seasitive information of a confidential mature. 1.6 "Plant" shall mean SWISS's manuficruring facily located at JIS, which “shall be weed an the manutacturept the Product more specifically set ou Annexure ‘At hereso,24 Confidential 17. "Licenses" shall mean all ckannces, Heeases, registrations and/or permits required by law ip oF in elaion co the impor of raw /packing materials and saaiufaceue, processing, packing and/or sale of the Product 18, "Product shall mean and refer o as described in Annexure "BY hereto 419, “Panies" shall mean PIH and SWISS and Party shall mean either PLH oF SWISS, asthe case may be, 1.10, "Raw Materia” will meao aad inelade all such matedal purchased by SWISS ‘hich are required for the perpose of manufcturing the, Product more particubily mentioned in Annexure °C 1.11, “Packaging Matesal shall mean sach moterial purchased by SWISS for use by SWISS in packiging the Product more speciicaly mentioned ia ‘Annexure ‘D’, 1.12. "Specification" shall meas the specifications and quality standards and quality cootrol procedures specified by PIH from time to time to be adhered to by SWISS in the manafacture and quality of the Product and shallinude the Specifications set out in Annexure "E? hereto. M13. "Thade Maths” shall mean the tademarks owned by Pepsico Tne USA, Siokely:Van Cart I and iced 9 PIH ard shal ince the raemaris Gatonde Spons Dank Leni Fanos Gatode Spore Beak Onnge Ftv, Gatorade Spots Denk Bhcbolt Fharoar, Gatorade Spors Mix Lemon Flavour, Gatorade Sports Mix Orange Flavour, Gatorade Sports Mix Blucbolt Flavour, Lid, “Yield” shall mean and include ___and 6 specifically mentioned in Annexure G. Headings und Clauses are forsake of convenience only and shal not form pat of the ‘operative provisions ofthis Agreement. INDENTS & SUPPLY: ‘SWISS agrees to manufacrare and supply the Product to PIH under the Traerashs ait Poe. IH stall place on SWISS indents from time to time for wich quantities of Products ‘as required by PIH, The quantiyy rquited on a month-to-month basis will be separately aged to pr © the commences of production foray pariube mou SWISS agrees and undemakes 19 manufacure and pack the Puoducts indented from Time to time in accordance with the Specifications, manafacruning eondiors, standard yelds, process losses and sandards of qaaliy, to be munually agreed in writing by both the partes.Confidential 25 Both artes will manly agree the supply requicements and delivery schedules durng the monthly production meeting at the Plant Delivery schedules wil be ‘communicated by way of PIH giving SWISS sn indeat for die month's requitement 26 In the event SWISS faik to supply the Producie in terms of any pusicula indent ‘vithin the time specified thereis, SWISS wall pay to PIH an amount of Ri by way of compensition, on the number of which represent the deficency between the number of indented by PIF and tae aumber of — actually supplied by SWISS i tems ofthe indent 27 SWISS shall deliver the Products in accordance with the delivery schedules stipulated bby PIH from time to time in dhe indents, SWISS will make dispatches in tome of PIH's directions and to such address as PIH may communicate to SWISS from time to time in writing, Freghe of transportation willbe on account of PTH. 3. PRINCIPAL-TO-PRINCIPAL BASIS: 31 Notwithstanding anything to the comtary contined in thir Agreement, she thtionhip between PTH and SWISS shall be on che pastcipal eo principal basis and. this Agreement shall ahvays be construed accordingly, 32 PIH shall not assume any liabilities of SWISS atising out of its manulactarog operations at the Pint, under this Agreement or othervise howsoever, whether disclosed or undisclosed. AL employees, labour and or compensation Babies ‘lating to the Plaat shall be the xesponnbility of SWISS. SWISS sball keep PTH fully indemnified agsint all chime /dsputes that may ste on account of Labout, 4. EXCLUSIVE ARANGEMENT. 41 SWISS agrees that the Raw Materia sed for the manufactue of the Product ‘gether with the manufactute process and the favours used are propretary i ‘sate, SWISS wil also be provided with technical know how on the process of smansfacture of the Product by PIH. SWISS shall not ute the Plant for the manafactare of any producss of acy competitor or for producte wndet ttademarks/brands which do not belong to of license to PIH “excepe SWISS & Caltee Brand”. When required, SWISS shall make avaiable such portions of the factory building, dispatch room, warchouse, gadowns and office space in the factory premises, as may be required forthe purpose of storage of aw materi and finshed 4ools required in /resulting Gom the manufaetusing operations in tecms of this Agreement 42 swiss without prior written sell or dispose of the Fro asses, material of PIF 16 ay other person of company.43 sa 52 61 63. 6a Confideatiat SWISS agrecs that in view of Cluse 4.1 above, during the validity of this agreement SWISS will not corer into any similar arrangement with any competitor of PIM for ransfacturs or statheting of any products similar t0 of in competion with the Product RAW MATERIALS [SWISS will procure all nw materials required for the production of the Product, jinchading picking maverinls ay may be zequiced faom the vendors approved by PIE, Freight 1o procure the above wil be paid by SWISS. SWISS will store Raw materials in proper hygienic conditions. SWISS shall not Fypothecate charge, crete any len, sel, uansfer, lease or dispose of, i any manne, the raw matenals purchased from PIH approved vendors, or enter into any artangemert in tens whereof the ownership or possession of the Raw Materials or any portion thereof is handed over 0 any tied party QUALITY & GUARANTEE: SWISS shall comply with all equirement mes and regubtions prescribed by health, sanitary and food authosties and environmental lnws [SWISS will comply with direcions and Specifications prseibed by PI for the products including quality contro! procedures. SWISS thal ensure that: 4) The equipment aad machinery atthe Plant are maintined in thoroughly clean sand saniury condition. 1) The manuicite of he Products and mainicianés snd opemiion of he aid Pantand equipment in compiance with all nacional, tae, meeps aed cher Government laws, decres, ordinance, res, orders and relitions. ©) complies with all the eequiterents, rules and regulations presciibed by any ‘health, stnitary and food suthorites and environmental laws. 4) Teapolis for, obtains and mintins in force all peemits consents censer that may be required under any lw, rule, reguatons etc, forthe tme beng in Terce in Inc applicable it orto the eid Plant and required necessary for carrying out the obliaions under this Agreement PIH will depare one resources being a Techno-Commercial - Executive for the Purpose of monitoring the qualty of te products during the process of manuficrure and the use of Raw matesal for the manufacture of ihe Products. SWISS wil provide ‘ppoopslateolice apace in the Plant of the accompanring office complex 10 enable these resources to openste in the Plant. SWISS will provide these resources with all posible cooperation and documentation for performing their duties,