MUTUAL NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made this 18th July 2019, between:

a) Fourth Partner Energy Pvt. Ltd, a company registered under the Companies Act of India, 1956, under
the registration number U40108TG2010PTC070806 and having its registered office at Fourth Partner
House, Plot No.N46, House No.4-9-10, HMT Nagar, Hyderabad-500076, Telangana, INDIA and duly
represented by Mr Saif Dhorajiwala, Executive Director.
and
b) Aadi Solar Energy, a company incorporated in Registration Certificate of Establishment, under the
registration number 2016021107, having its registered office B-10, Aditya Complex, Block C-3,Yamuna
Vihar,Delhi-110053 (hereinafter referred to as "____"); and duly represented by RK Jain;

(Each referred to as a “Party” and collectively as the “Parties”.)

WITNESSETH:
WHEREAS Fourth Partner is a leading renewable energy company in India that specializes at providing turnkey
solutions along with financing and technical support services for solar projects. Fourth Partner has a portfolio
of more than 130 MW in India and its neighbouring countries.

WHEREAS Aadi Solar Energy is a turnkey engineering, procurement and construction (“EPC”) contractor with a
strong network of international clients and experience in design, engineering, supply, installation and
commissioning of large scale solar photovoltaic power plants;

WHEREAS the Parties are in discussions with respect to business cooperation relating to photovoltaic (PV)
power projects in India_ (hereinafter the “Transaction(s)”);

WHEREAS in the course of such discussions, each Party may disclose Confidential Information (as defined
below) to the other Party and the Parties seek to safeguard and protect their respective Confidential
Information under this Agreement.

NOW THEREFORE, in consideration of the premises and mutual promises set forth herein, the Parties hereto
agree as follows:

1. Definitions

1.1 As used herein, the following terms have the following meanings:
“Affiliate(s)” with respect to a Party means any entity (including without limitation any individual,
corporation, company, partnership, limited liability company or group) that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with such
Party, and a person “controls” the entity if it owns or controls more than fifty (50) percent of whose
shares, equity interest, or other securities entitled to vote for election of directors or other managing
authority in the entity.

“Disclosing Party” means the Party disclosing any Confidential Information.

“Receiving Party” means the Party receiving any Confidential Information, including its Representatives.

“Representative(s)” means directors, officers, employees, consultants, subcontractors and any

authorised third party.

“Confidential Information” means written, documentary, oral or visual information disclosed by the
Disclosing Party or its Affiliates to the Receiving Party, including but not limited to (i) information about
the business, planning, marketing, intelligence, concepts, fixed assets, technical information,
 commercial information, customer information, strategies, agreements or other proprietary or
confidential material which the Disclosing Party may, at its sole discretion, disclose to the Receiving
Party; (ii) models, tools, software; and (iii) any documents, reports, memoranda, notes, files or analyses
prepared by or on behalf of the Receiving Party that contain, summarise or are based upon any
Confidential Information.

1.2 Notwithstanding the foregoing, the Confidential Information shall not include information which:
(a) is now or hereafter becomes, through no fault or negligence of the Receiving Party, in the public
domain;
(b) was lawfully obtained by the Receiving Party from a third party who has breached no obligation
to the Disclosing Party or any other party with respect thereto;
(c) was already known to the Receiving Party prior to disclosure of the Confidential Information as
shown by its written records in existence at the time of disclosure;
(d) was independently developed by the Receiving Party without making use of any Confidential
Information nor other information that the Disclosing Party disclosed in confidence to any third
party; or
(e) Subject to compliance with Section 2.2, is required to be disclosed pursuant to the order of any
court or governmental agency.

2. Non-disclosure obligations

2.1 In consideration of the Disclosing Party’s disclosure of Confidential Information to the Receiving Party,
the Receiving Party agrees that it shall:
(a) not reveal the said Confidential Information to any third party without the Disclosing Party’s
prior written consent and that the third party signs a confidentiality agreement except for those
permitted under Article 2.1(d);
(b) not use any Confidential Information except for the purpose of evaluating the possibility of
executing the Transaction(s);
(c) protect all Confidential Information, whether in storage or in use, with the same degree of care
as the Receiving Party uses to protect its own Confidential Information against public disclosure,
but in no case with less than reasonable care;
(d) be entitled to disclose the Confidential Information only to the Representatives and Affiliates of
the Receiving Party who need to know such Confidential Information for the purposes of
evaluation, who have been informed of the confidential nature of such Confidential Information
and who, the Receiving Party shall procure, shall abide by this Agreement; and
(e) Promptly notify the Disclosing Party of any actual or suspected misuse or unauthorised
disclosure of the Disclosing Party’s Confidential Information.
2.2 If the Receiving Party is required to disclose the Confidential Information pursuant to the order of any
court, the Receiving Party shall first notify the Disclosing Party of any such order and afford such
Disclosing Party the opportunity to seek a protective order relating to any such disclosure and the
Receiving Party shall only furnish the portion of the Confidential Information that it is required to
disclose and shall exercise all reasonable efforts to obtain reliable assurances that confidential
treatment will be accorded with respect to the Confidential Information disclosed.

3. Return of Confidential Information

3.1 The Receiving Party hereby undertakes that it shall upon request and within two (2) weeks from the
date of receipt of a written request from the Disclosing Party return or destroy all documents and
materials (and all copies thereof) containing the Confidential Information. Upon the request of the
Disclosing Party, the Receiving Party will certify that it has complied with the provisions of this Article 3.
3.2 The Receiving Party shall not be required to destroy copies of any computer records or files containing
the Confidential Information which have been created pursuant to automatic archiving or back-up
procedures on secured central storage servers and which cannot reasonably be deleted. Return or
destruction of such material shall not relieve the Receiving Party of its obligations of confidentiality. The
Receiving Party shall not be deemed to have retained or failed to return or destroy any Confidential
Information so long as no attempt is made to recover such Confidential Information, and provided that
any such retained Confidential Information shall remain subject to the disclosure and use restrictions
set forth herein, notwithstanding any termination of this Agreement.
3.3 Notwithstanding clause 3.1 and 3.2 the Receiving Party shall retain one copy of the Confidential
Information to ensure compliance with the applicable law.

4. Non-circumvention

4.1 For as long as the Agreement remains in effect, the Receiving Party and its officers and directors,
separately and individually, will not make any effort to circumvent the terms of this Agreement in an
attempt to gain the benefits or considerations granted to them under the Agreement.
4.2 The Receiving Party shall not use the Disclosing Party’s Confidential Information to call on or solicit
customers, or attempt to execute projects that derive from the Disclosing Party’s Confidential
Information, while excluding the Disclosing Party from such business and without the Disclosing Party’s
express consent.
4.3 The Receiving Party shall not solicit or attempt to hire away any of the Disclosing Party’s staff.

5. Representation and warranties

5.1 Each Party hereby represents and warrants to the other Party that it has the power to enter into,
perform and deliver, and has taken or obtained all necessary approvals, consents, licences and other
action to authorise its entry into, performance and execution of this Agreement.

6. Remedy

6.1 The Receiving Party acknowledges that the Confidential Information may have been developed or
obtained by the Disclosing Party through a significant investment of time, effort and expense.
6.2 The Receiving Party understands and agrees that any breach of this Agreement may result in
irreparable harm to the Disclosing party and because of the unique nature of the Confidential
Information, monetary damages may not be an adequate remedy in the event.
6.3 Accordingly, the Receiving Party hereby agrees that the Disclosing Party shall be entitled to obtain from
any court of competent jurisdiction preliminary and permanent injunctive relief which rights and
remedies shall be cumulative in addition to any other rights and remedies at law or in equity to which
the Disclosing Party may be entitled to, in order to protect its interests.

7. No inducement or commitment

7.1 Neither the disclosure nor access to Confidential Information under this Agreement constitutes an
inducement or commitment of either Party to enter into any business relationship with the other Party.

8. Ownership

8.1 The Disclosing Party retains all proprietary rights to the Confidential Information.
8.2 No licence, express or implied, is granted other than to use the Confidential Information in the manner
and to the extent authorised in this Agreement.

9. Term

9.1 This Agreement remains effective for a period of two (2) years from the date hereof. The obligations of
 confidentiality under Article 2 and of non-circumvention under Article 4 shall survive for a period of two
(2) years after any termination or expiry of this Agreement.

10. Governing Law and dispute resolution

10.1 This Agreement shall be governed by and interpreted in accordance with the laws of India. In the event
of any dispute(s) or differences arising between the parties hereto, unless settled amicably, shall be
referred to Arbitration by appointing a Sole Arbitrator. The Arbitration shall be conducted in accordance
with the provisions of the Arbitration and Conciliation Act 1996 or any statutory modification or re-
enactment thereof. The seat of Arbitration shall be at Hyderabad.
10.2 In the event of any dispute or differences arising out of or in connection with this Agreement between
the parties, the same shall be subject to the jurisdiction of the appropriate courts situated within the
city of Hyderabad, to the exclusion of the jurisdiction of all other courts. The governing law will be the
Indian.

11. General Provisions

11.1 This Agreement supersedes and replaces any and all prior contracts or agreements, written or oral
between the Parties relating to the Confidential Information covered by this Agreement. No waiver of
any provision of this Agreement or of any right hereunder, or any modification hereof, and no
authorisation of any act not in conformity herewith shall be deemed to amend or supersede this
Agreement, in whole or in part, unless such waiver or authorisation in writing specifically so provides.
11.2 Neither Party shall transfer or assign its rights or obligations under this Agreement in whole or in part
without the prior written consent of the other Party.
11.3 The provisions of this Agreement are binding upon and inure to the benefit of the Parties and their
respective successors and assigns.
11.4 In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and
effect to the maximum extent possible.
IN WITNESS WHEREOF, the parties, by and through their duly authorised representatives, have set their
hands to this Agreement.

On behalf of On behalf of

Fourth Partner Energy Pvt. Ltd Aadi Solar Energy

By:___________________________
By:___________________________
Name:RK Jain
Name:
Title:Director.
Title:
Date:18.07.2019
Date: