MOU STRICTLY CONFIDENTIAL

VAANGDEN PTE LTD

and

VOMSPRIVATE LTD.

Vaangden – Principal Page 1 of 7

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MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred as to “Agreement”) is made on

this13thday ofDecember2018, by and between:

Vaangden Pte Ltd a company incorporated under the laws of Singapore, having its registered address at
3 Shentonway, Nos. 07-09, Shenton House, Singapore 068805 (hereinafter referred to as “Vaangden
and

VOMSPrivate Ltd., a company incorporated under the laws of Republic of India having its registered
address at Voltech Eco Tower, No.2/429, Mount Poonamalle Road, Ayyappanthangal, Chennai – 56,
INDIA (hereinafter referred to as “Principal”)

The parties are hereinafter referred to singularly as "Party" and collectively as "Parties" as the context may
require.

WHEREAS:

(a) The Principal is an engineering groupthat undertakes turnkey EPC projects in the Pipe, Power Plant
and Electrical Heat Industries and manufactures a wide variety of factory fabricated and site
fabricated products.

(b) Vaangden is an oil and gas project management and consulting company that work in areas of project
management, consultancy and liaising work in Asia Pacific, MENA and Caribbean Regions
(“Territory”).

(c) The Parties intend to augment their capabilities to deliver oil and gas equipment, work and services to
the Territory by associating with each other and participating in expression of interest,pre-qualification
and participation in tenders (“hereinafter referred to as “Solicitation”) for various oil and gas projects
(hereinafter referred to as “Project” or “Projects”) and entering into contracts (“hereinafter referred to
as “Contract” or “Contracts” when referring to any one of them”) with clients (hereinafter referred to as
“Clients” or “Client” when referring to any one of them).

(d) Principal wishes to engage Vaangden for promoting and expansion of its business in the Territory.

(e) Vaangden accepts these propositions by the Principal subject to the terms of this Agreement.The
Principal agrees to provide Vaangden with technical and commercial support related to tendering for
and executing Projects for Clients in the Territory.

(f) In acknowledgment of their representation in the Territory and facilitation of funding, the Principal
agrees to provide adequate compensation to Vaangden. The Parties desire to define rights and
obligations with respect to this arrangement.

NOW, THEREFORE, in consideration of the mutual covenants agreements contained herein, the Parties
hereby agree as follows:

Article 1: Definitions and Interpretations

The definitions and rules of interpretation in this clause apply in this Agreement.

1.1 Definitions

1.1.1 Affiliate in relation to any company, another company which is a subsidiary of, or a Holding
Company of, or another subsidiary of a Holding Company of, that company and Affiliates
shall be construed accordingly.

1.1.2 Confidential Information means any commercial or technical data, or any other
information, data, agreements, and documents whatsoever in whatsoever form provided
by or on behalf of the disclosing party to the receiving party which is by its nature

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confidential and is relating or in connection with the business, operations, methodologies,

technologies, employees, customers, vendors, financial condition or procedures of the
disclosing party, including the contents of this Agreement.

1.1.3 Disclosing Party has the meaning ascribed to that term in clause 4.4.

1.1.4 Force Majeure means inter alia any act of God, fire, flood, earthquake, windstorm or other
natural disaster; war, threat of or preparation for war, armed conflict, imposition of
sanctions, embargo, breaking off or diplomatic relations or similar actions; terrorist attack,
civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic
boom; compliance with any law (including a failure to grant any licence or consent needed
or any change in the law or interpretation of the law); fire, explosion or accidental damage;
loss at sea; adverse weather conditions; collapse of building structures, failure of plant
machinery, machinery, computers or vehicles; any labour dispute, including but not limited
to strikes, industrial action or lockouts; interruption or failure of utility service, including but
not limited to electric power, gas or water.

1.1.5 Permitted Recipients has the meaning ascribed to that term in clause 4.3.

1.1.6 Receiving Party has the meaning ascribed to that term in clause 4.5.

1.1.7 Territory defined asSouth Asia, Asia-Pacific, Middle East, Africa and Caribbean.

1.2 Interpretation

1.2.1 References to clauses are to the clauses of this Agreement.

1.2.2 Headings are for convenience only and shall be ignored in interpreting this Agreement.
1.2.3 The recitals form part of this Agreement and shall have effect as if set out in full in the
body of this Agreement.
1.2.4 The singular includes the plural and vice versa (as the context permits).

Article 2: SCOPE OF COOPERATION AND TERM

2.1 This Agreement covers the relationship between the Parties in tendering for Projects. The detailed
Scope of Cooperation is as defined in Schedule II.

2.2 This Agreement shall be valid from the date of execution as first above written ("Effective Date")
and shall remain valid for a period of Three (3) years from the Effective Date of the Agreement
(“Initial Period”).

2.3 This Agreement may be extended for successive periods of two (2) years (each, a Renewal
Period) on the same terms and conditions unless in each Renewal Period one (1) of the Parties
decides to terminate the Agreement with valid reasons by giving ninety (90) days’ prior notice in
writing to the other Party before the expiry of the then-current Renewal Period.

2.4 The Parties agree that they shall carry out their obligations with all due diligence, efficiently, and in
accordance with generally accepted professional techniques. The Parties shall collaborate and
cooperate with each other and commit to work in good faith and shall not undertake any action,
which is contrary to the interests of the other Party in relation to this Agreement.

2.5 While representing Principal in the Territory, there is every possibility of some clients approaching
Principal directly and in all such cases, the business converted through such direct enquiry shallbe
credited as the contribution of Vaangden.

Article 3: COMPENSATION

3.1 Parties will receive as compensation for any of its services during the Term, such fees as agreed
and outlined in Schedule I (including without limitation new Projects with existing or new Clients,
amendment or extension of existing or new Projects, etc.).

Article 4: EXCHANGE OF DATA AND CONFIDENTIALITY

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4.1 The Parties acknowledge and agree that it may be necessary to disclose Confidential Information
to each other in relation to this Agreement.

4.2 Each Party shall protect the confidentiality of the Confidential Information in the same manner as it
protects its own Confidential Information.

4.3 Disclosure of Confidential Information shall be restricted to each Party's directors, officers,
employees, legal or other professional advisers (the Permitted Recipients).

4.4 Each Party undertakes to use Confidential Information only for the purposes of fulfilling its
obligations under this Agreement and agrees to keep confidential and not to disclose to any
person any Confidential Information without the prior written consent of the disclosing party (the
Disclosing Party).

4.5 The receiving party (the Receiving Party) may disclose or permit the disclosure of Confidential
Information:

(a) to its Permitted Recipients, to the extent necessary to enable it or them to perform or cause to
be performed or to enforce any of its rights or obligations under this Agreement; or
(b) when required to do so by law; or by or pursuant to the rules or any order of any court,
tribunal or agency of competent jurisdiction; or by any regulatory or governmental body
having jurisdiction over it or to which it normally submits.

4.6 If the Receiving Party is required to disclose Confidential Information in a manner permitted by
clause 4.5, it shall insofar as reasonably practicable:

(a) provide the Disclosing Party with advance notice of the requirement and a copy of the
information to be disclosed; and
(b) permit the Disclosing Party to make representations or objections in relation to it, and take
into account such reasonable representations and objections that the Disclosing Party shall
make.

4.7 The Receiving Party shall use reasonable endeavours to ensure that its Permitted Recipients who
receive Confidential Information under clause 4.5 comply with the requirements of confidentiality
set out in this Agreement.

4.8 The provisions of this clause shall not prevent the Receiving Party from disclosing any information
which:

(a) was properly in the possession of the Receiving Party, with full right to disclose, prior to
receiving it from the Disclosing Party;
(b) is or subsequently comes into the public domain other than as a result of a breach of this
clause;
(c) was independently developed by the Receiving Party; or
(d) was received from a third party that was free to divulge such information.

4.9 This clause 4 shall survive the termination or expiration of this Agreement.

Article 5: FORCE MAJEURE

.
5.1 The obligations of each of the Parties under this agreement, other than the obligation to pay money
or to give notice, shall be suspended during the period and to the extent that such Party is prevented
or hindered from complying with its obligations by reason of Force Majeure.

5.2 A Party affected by Force Majeure shall give notice as soon as reasonably possible to the other
Parties, describing the circumstances and stating the date from which it was affected.

5.3 A Party affected by Force Majeure shall resume the performance of such obligations as soon as
reasonably possible after the removal of the cause and shall so notify the other Parties.

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5.4 In the event the interruption of the excused Party’s obligations continues for a period in excess of
thirty (30) calendar days, either Party shall have the right to terminate this Agreement upon fifteen
(15) calendar days’ prior written notice to the other Party.

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Article 6: DEFAULT

6.1 A Party (the “Defaulting Party”) shall be in default of this agreement if one of the following occurs
in relation to such Party, each of which is a default:

I. the Party fails to pay in full any amounts payable under this agreement;
II. an Insolvency Event occurs in relation to the Party;
III. the Party is in material breach of this agreement;

6.2 A non-Defaulting Party may terminate this agreement with the Defaulting Party:

I. immediately in the case of a Default pursuant to clauses 6.1 (II); or

II. upon 15 days notice in the case of a Default pursuant to clauses 6.1 (I) or 6.1 (III).

6.3 In the case of a Default pursuant to clause 6(I), such Default shall be effective on 00:01 hours on
the day following the day upon which the relevant payment was due (the "Due Date") and the
Defaulting Party shall be liable to pay interest on the amount due calculated from the Due Date
until but not including the date of payment at LIBOR plus five (5) per cent.

Article 7: REPRESENTATIVES AND NOTICE

7.1 Any communications relating to this Agreement shall be addressed to the focal persons as below:

Vaangden: Vaangden Pte Ltd

Address: 3 Shentonway,
Nos. 07-09, Shenton House,
Singapore 068805

Telephone: +65 6492 0307

Attention: Managing Director

Principal: VOMSPrivate Ltd.

Address: 283-287 F wing, 2nd Floor,

Solaris-I, Saki Vihar Road,
Andheri (East), Mumbai, India

Telephone: +91 22 2847 8700

Attention: Managing Director

Article 8: MISCELLANEOUS PROVISIONS

8.1 Consequential or Indirect Losses: No Party shall be liable to the other Party for any special,
incidental, consequential, indirect or punitive damages (including loss of (anticipated) profits)
arising in any way out of this Agreement, however caused and on any theory of liability.

8.2 Assignment: No Party shall sell, assign, transfer or otherwise dispose ("transfer") the whole or
part of its rights or obligations under this agreement without the prior written consent of the other
Parties provided that consent shall not be unreasonably withheld or delayed in the case of a
proposed transfer by a Party to an Affiliate of such Party where such Affiliate has the financial
status and technical ability required to exercise the rights and to perform and observe the
obligations of such Party in accordance with this agreement. No transfer shall in any
circumstances be effective unless and until the transferee undertakes in writing to the Parties to be
bound by all duties, obligations and liabilities under this agreement.

8.3 Entire Agreement:This agreement constitutes the entire agreement between the Parties in
relation to the subject matter of this agreement and shall supersede all prior or contemporaneous
written and oral understandings, agreements and representations relating to the subject matter of
this agreement provided that no liability that any Party may otherwise have to any other Party shall
be excluded in respect of statements made fraudulently prior to execution of this agreement.

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8.4 Waiver: A waiver of any term, provision or condition of, or consent granted under, this agreement
shall be effective only if given in writing and then only in the instance and for the purpose for which
it is given. No failure or delay on the part of a Party in exercising any right, power or privilege
under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. No breach of any provision of this agreement shall be waived or
discharged except with express written consent.

8.5 Invalidity and Severability: If any provision of this agreement is or becomes (whether or not
pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the
law of any jurisdiction, the validity, legality and enforceability under the law of that jurisdiction of
any other provision; and the validity, legality and enforceability under the law of any other
jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If
any provision of this agreement shall be held to be void or declared illegal, invalid or
unenforceable for any reason whatsoever, such provision shall be divisible from this agreement
and shall be deemed to be deleted from this agreement and the validity, legality and enforceability
of the remaining provisions shall not be affected.

8.6 Amendment: This agreement may only be altered, varied or amended by written instrument
executed by all the Parties.

8.7 No Partnership: Nothing in this agreement and no action taken by the Parties pursuant to this
agreement shall constitute, or be deemed to constitute, the Parties a partnership, association, joint
venture, trust or other co-operative entity.

8.8 Counterparts: This agreement may be executed in any number of counterparts, which together
shall constitute one agreement. Any Party may enter into this agreement by executing a
counterpart and this agreement shall not take effect until all the Parties have executed it.

8.9 Dispute Resolution: In the event of any differences or disputes arising out of the interpretation or
application of the provisions of this Agreement, the Parties shall immediately consult each other
with a view to expeditiously, resolve such differences or disputes in a spirit of mutual
understanding and cooperation. Any dispute, which is not settled within thirty (30) days from the
notice of each Party, shall be referred to and resolved by arbitration inSingapore in accordance
with the Arbitration Rules of the Indian Arbitration and Conciliation Act for the time being in force.

8.10 Governing Law and Jurisdiction:This agreement (and any dispute, controversy, proceedings or
claim of whatever nature arising out of or in any way relating to this agreement or its formation)
shall be governed by and construed in accordance with laws of Republic of Singapore and the
Parties hereby submit to the exclusive jurisdiction of the High Courts of Singapore.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by its authorised
representatives on the day and year first above written.

For and on behalf of For and on behalf of

VOMSPrivate Ltd.
Vaangden Pte Ltd.

____________________________
____________________________ …………………….
Ajith Muralidharan ……………………..
Managing Director

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SCHEDULE I

COMPENSATION SCHEDULE

1. Vaangden shall be entitled to receive a commission fee (“Commission Fee”) as follows, as a

percentage of the contract value actually paid by the Client, pursuant to the initial contract and
amendments or addendums (if any) thereof.

 7.5% (ten percent) commission of the total net value of the contract or sale up to USD 1,000,000
(United States Dollars One million)

 6% (seven and half percent) of the total net value of the contract or sale over USD 1,000,000
(United Stated Dollars One million) up to USD 5,000,000 (United Stated Dollars Five million)

 5% (five percent) of the total net value of the contract or sale over USD 5,000,000 (United Stated
Dollars Five million).

For the sake of clarity, as an example, on a total net value of a contract of USD 6,000,000, the
commission due to Vaangden shall be calculated as 7.5% of USD 1,000,000 plus 6% of USD
4,000,000 and 5% of USD 1,000,000.

2. Vaangden may, from time to time and on its own, recommend and agree to reasonable adjustments
to the Commission Fee to remain competitive, on a case-by-case basis in the interest of winning a
Project.Similarly, where the Technical Partner is able to generate windfall profits, they will agree to
share a portion of such windfall profits with Vaangden.

3. The Principal shall pay Vaangden compensation under this clause on a pro-rata basis upon receipt
each payment (invoice payment/progress payment) or investment from the Client by Principal, within
fourteen (14) Business Days of receiving such payments.

4. In the event of termination of this Agreement for any reason, the Principal shall be obligated to pay
commissions only with respect to purchase orders or contracts prior to termination of this Agreement.

5. The obligation for payment under this Schedule shall survive the expiration or termination provisions
of this Contract.

6. Payments shall be made by wire transfer of funds to the designated bank accounts.

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SCHEDULE II

SCOPE OF COOPERATION

1.0 Responsibility of Parties

1.1 Subject to the terms and conditions of the Agreement, Vaangden will from time to time refer
potential Clients to the Technical Partner and also share in confidence the tender documents
received for various Projects, all information received from the Client and any other information
that is material to the success of each Project (“collectively called Tender Information”), as soon
as reasonably practical.

1.2 After review of the Tender Information, Principal shall convey whether it intends to participate in
the tender for the Project or not. Principal, in its sole discretion, shall have the option to support
or not support a bid to any Client for a Project after review of the Tender Information.

1.3 In the event Principaldeclines, for any reason, to support the bid for any Client, Vaangden shall
have no obligation to Commission Fee under this Agreement or otherwise with respect to such
Project.Once Principalconfirms of its intent to Vaangden that it will participate in the Project, it
shall be binding on all Parties.

1.4 Principal or its principal acting through Principalshall put together and submit techno-
commercial offers in the tenders, lead negotiations with Clients, be responsible for the
preparation of the technical aspects of the offer taking into account its competence and the
means that it has available or that it is able to deliver in such Projects.

2.0 The scope of responsibility for Vaangden shall include the following:

2.1 assist in all pre-qualification discussions, documentation, and enlistment

2.2 assist in receiving tenders from and submitting offers to Clients

2.3 assist in all pre-bid and post-bid negotiations and discussions with the Client

2.4 assist in discussions with the Client to finalize and sign a contract with the Client

2.5 carry out such actions (presentations, meetings, providing of required documents etc.) as may
be required to complete the above tasks.

2.6 provide periodical communication concerning activities in sub-paragraphs above.

3.0 It is expressly understood and agreed that:

III.1 Vaangdenwill not enter into agreements or make any commitments on behalf of the Principal
without the Principal’s express consent.

III.2 The Principal shall not directly or indirectly through other agents or third parties submit proposals
for Projects or Clients in the Territory that has been introduced by Vaangden.

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