JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made and entered into on this 1 st day of
October 2016 at Pune, India by and between:-

Shakti a company registered in India, under the Companies Act, 1956 and having its
registered office at 30, Peninsula Corporate Park, Lower Parel, Mumbai, INDIA,
(hereinafter referred to as the "Shakti") which expression shall unless repugnant to the
context include the Party of the First Part's permitted successors and assigns

AND

Zukunaki a company incorporated under the the companies act, and having its Registered
Office at Shinjo Abe Road, Tokyo, Japan (hereinafter referred to as "Zukunaki") which
expression shall, unless repugnant to the context include the Party of the Second Part's
permitted successors and assigns.

WHEREAS Shakti and Zukunaki (Hereinafter collectively referred to as the ‘parties’ and
individually as ‘party’) are desirous to set up a project to manufacture, distribute and sell
motorbikes in India

AND WHEREAS, each party understand that the creation under the laws of India of a
limited liability company jointly owned by the parties or their approved associates or
nominees will be instrumental to the accomplishment of their objective.

AND WHEREAS, the parties have mutually agreed to incorporate a new joint venture
company (“JVC”) with limited liability under which the project to manufacture
motorbikes shall be taken up.

AND WHEREAS, each party upon agreed ratios, terms and conditions is willing to
provide the required capital, technology, equipments and services for the manufacture of
motorbikes in the JVC so incorporated.

NOW THEREFORE, in consideration of the premises and mutual covenants herein

contained, Sshakti and Zukunaki agree as follows:-

The parties shall undertake to incorporate and form a JVC to be registered in India under
the Companies Act, 2013 by the name of Zukushakti. The registered office of the JVC
will also be its headquarters and will be located at RH-46, Upper Parijat, Rohan Mithila
appartments, Pune- India.

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES HERETO AS FOLOWS :

OBJECTIVE:
 1. The main objective of the JVC shall be the manufacture and sale of motorbikes in
India. THE JVC shall take up any other objects as specified in the Memorandum
of Association and Articles of Association subject to applicable laws, only after
having the consent of both the parties in writing.

SHARE CAPITAL:

2. The initial authorised capital of the JVC will be Rs. 1,00,00,000/- divided into
10,00,000 equity shares of Rs. 10 each. Shakti and Zukunaki have agreed to
subscribe the share capital of the proposed JVC in the proportion of 3 : 2, i.e.,
Shakti to take 30,000 equity shares of the aggregate value of Rs.3,00,000 and
Zukunaki to take 20,000 equity shares of Rs.10/- each of the aggregate value of
Rs.2,00,000/-.
3. In addition to the initial subscription mentioned hereinabove, the parties agree to
subscribe to the further issue of share capital of the JVC as may be required in the
proportion of 3 : 2, i.e., Shakti 60% and Zukunaki 40%

REGISTRATION:

4. On signing this Agreement, the parties agree to take necessary action for the
registration of the Joint Venture Company within 30 (thirty) days hereafter.

MANAGEMENT:

5. The JVC shall be owned, operated and managed by the parties jointly in
accordance with this agreement and the Memorandum and Articles of
Association.
6. The JVC shall have a Board of Directors composed initially of 5 directors, three
of which shall be of the choice of Shakti and two of whom shall be of the choice
of Zukunaki.

7. The Chairman of the Board of Directors shall, for the first accounting period of
the JVC, be one of the members of the Board of Directors appointed by Shakti
and for the duration of the 2nd accounting period be one of the members
appointed by Zukunaki, where after the parties shall alternatively have the right to
appoint the chairman during the subsequent accounting periods of the company.

8. Parties shall ensure that the appointment and termination of directors is done with
mutual consent. case any director vacates his office due to any reason, including
operation of law, the party which had appointed such director shall have the right
to fill in such vacancy by appointment of another director to fill such vacancy and
parties shall ensure that the Board fills such vacancies as provided above.
 9. All major policy matters of the JVC shall be decided by the Board of Directors of
the JVC. The day to day implementation of the projects and operations shall be
controlled by the Managing Director of the Company. In the meeting of Board of
Directors, normally all matters should be decided unanimously. However, in case
of difference of opinion, matters shall be decided by a majority of directors
present at the meeting. However, following matters shall be decided only by the
affirmative vote of the holders of at least 3/4ths of the equity shares of the
company or of, at least one vote in favour from the group of directors appointed
by Shakti and one vote in favour of the directors appointed by Zukunaki, it being
the intent of the parties that the following matters will not be decided by the
Board of Directors without the consent of at least one director appointed by
Shaktiand one director appointed by Zukunaki:

 Amendment of Articles of Association of the Company

 Increase of share capital of the Company

 Terms relating to engagement of Managing Director of the Company

 Declaration of dividends

 Merger of the Company

 Dissolution or winding up of the Company or disposition by the Company

substantially all of its assets

 Secrecy and Non-competition

MEETINGS:

10. The Board of Directors shall meet regularly at least four times a year, i.e., once in
each quarter.
11. At least 21 days prior notice shall be given to all directors of the Board whether
residing in India or otherwise.. Each notice shall set out in sufficient detail, the
Agenda of items to be transacted at each meeting. A meeting may be held at
shorter notice if it is agreed by all the directors in writing.

12. The quorum necessary for transacting any business of or taking any decision of
the Board of Directors shall consist of at least 4 members, of whom at least 2 shall
have been those appointed by Shakti and 2 by Zukunaki.

CONFIDENTIALITY AND NON- COMPETE:

13. It is agreed by the parties that during the term of this agreement they shall hold in
confidence and shall not disclose to any third party without mutual agreement,
 any technical know how, advice, statistical or other data or information that the
parties or the Company may receive and possess.
14. Parties hereto agree and undertake during the term of this agreement not to
compete with each other in India directly or indirectly of the business of the JVC.

RECORDS:

15. The JVC shall keep true and accurate accounting records of all eprations and such
records shall be open for inspection to the parties or to their authorized
representatives at all reasonable times.

AUDIT AND FINANCIALS:

16. The Auditors of the JVC shall be M/s ___________________ or such firm of
Chartered Accountants as may be agreed by the parties hereto.
17. The bankers of the JVC shall be _______________ , having its office at
___________________ or such other bank or banks as may be agreed to by the
parties hereto.

18. The JVC may offer further shares in the share capital of the Company to the
public only by written agreement of each of the parties hereto.

19. Parties shall not pledge, hypothecate or encumber their shares in the JVC except
with the prior consent in writing of the other party.

TERM:

20. The terms of this Agreement shall remain in force until 2020 or so long as the
parties hold the shares in the JVC, whichever is later. In case any party hereto
transfers all or any shares to any other party, then this Agreement shall be deemed
to have been terminated.

ARBITRATION AND GOVERNING LAW:

21. In the event of any dispute arising between the parties in respect of their duties,
rights and obligations under or arising out of this Agreement, such disputes shall
be resolved by arbitration to be held in accordance with the Indian Arbitration Act
through a sole arbitrator with proceedings to be conducted in New Delhi, India.
22. This Agreement will be governed by and construed in accordance with Indian
law.

IN WITNESS WHEREOF THE PARTIES hereto has put their respective hands and seal
the day and the year first hereinabove written.
 

SIGNED, SEALED AND DELIVERED }

Shakti
Through the hands of_________________
In the presence of_________________

Zukunaki
Through the hands of_________________
In the presence of_________________

Witnesses
1. Mr. PQR S/o SPV. Residing at 20, Lane 8, Koregaon Park – Pune 411032
2. Mr. MBW S/o BMW, Residing at 21, Lane 7, Koregaon Park – Pune 411032