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Privileged & Confidential

JOINT VENTURE AGREEMENT

[●] 2020

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This JOINT VENTURE AGREEMENT is entered into on this [●] day of [●] at [●]

BY AND AMONG:

[Insert name of Lohia Singapore], a company incorporated under the laws of Singapore having
its registered office at [●] (hereinafter collectively referred to as the “Lohia”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and
permitted assigns) of the FIRST PART.

AND

[Fortune Holding Inc], an international company incorporated in Samoa with international

company number 29928 (hereinafter collectively referred to as the “Fortune”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and
permitted assigns) of the SECOND PART.

AND

SHINI PLASTIC TECHNOLOGIES, INC., a company incorporated under the Chinese Laws and
having its headquarter at No.23, Minhe St., Shulin Dist., New Taipei City 23852, Taiwan （ 23852),
represented jointly by Mr. Kenny Wu and Mr. Tom Wu (hereinafter referred to as “Shini” which
expression shall, unless repugnant to the context or meaning thereof, include its successors and
permitted assigns), of the THIRD PART.

“Parties” means, collectively, Fortune and Lohia and “Party” means each of them individually.

WHEREAS:

A. Lohia is [insert business].

B. Fortune is engaged in the business of [insert].

C. The Parties hereto are desirous of incorporating a joint venture entity so as to collaborate with
each other for setting up a manufacturing unit in Pinghu, China for manufacture of machines for
plastic woven fabric/sacks industry (hereinafter referred to as the “JVE”). It has been agreed
that Lohia and Fortune each shall hold 50% share in the JVE.

D. For this purpose, the Parties have identified the Business ( defined hereinafter) of the JVE and
Lohia has agreed to license the Know How (defined hereinafter) to the JVE to use and exploit its
technical knowledge for manufacturing and development of the Products ( defined hereinafter).
For this purpose, the JVE and Lohia shall be entering into Technology license agreement in the
agreed form provided in Annexure A (“Technology License Agreement”).

E. The Parties are now desirous of commencing, undertaking and operating the Business, including
setting up of the Facility (defined hereinafter) as agreed between them, through the JVE. Thus,
the Parties are entering into this Agreement to achieve the following objects:

(i) To record the terms and conditions of the contribution in the JVE;
(ii) To leverage upon their combined skills and expertise to carry on the proposed Business
activity of the JVE;
(iii) To record the terms and conditions of the commercial relationship between them and
with respect to the JVE and the conduct thereof.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and

warranties and indemnities set forth in the Agreement, and for other good and valuable

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consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby
agree as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In the Agreement, (i) terms defined by inclusion in quotations and/ or parenthesis have the
meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them
herein below:

“Affiliate” means, in respect of any specified Person, any other Person (i) where the specified
Person directly or indirectly, legally and beneficially owns 26% (twenty six percent) of the
voting securities/interest; or (ii) which is directly or indirectly Controlled by or under direct or
indirect common Control of the specified Person, provided that the JVE shall not be considered
as the Affiliate of any Party. In case of natural persons, Relatives shall be deemed to be
Affiliates of such natural persons;

“Agreement” means this joint venture agreement executed among the Parties along with all
exhibits and schedules attached hereto and all instruments supplemental to or in amendment
or furtherance or confirmation of this agreement, entered into in writing, in accordance with
this agreement’s terms;

“Applicable Law” means any applicable national, foreign, state, provincial, local or other law
including all applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws
(including the common law), codes, notifications, rules, regulations, policies, guidelines,
circulars, directions, directives, ordinances or orders of any Governmental Authority, statutory
authority, court, tribunal having jurisdiction over the Parties; (b) Governmental Approvals; and
(c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority, statutory authority, court, tribunal having jurisdiction over the Parties;

“Board” means the board of directors or Board of designated partners of the JVE, as the case
may be;

“Business” means business to be carried out by the JVE at any time in the future in
accordance with the terms of this Agreement comprising of manufacturing of machines for
plastic woven fabric/sacks industry business including all operational, commercial or other
activities to be undertaken by the JVE relating to the manufacturing and selling the Products in
the Territory and any and all other lines of business incidental thereto or connected therewith
[DSK Comment: to be discussed with Lohia];

“Business Day” means a day (other than a Saturday, a Sunday or a public holiday) when
commercial banks are open for ordinary banking business in Singapore, Samoa and People’s
Republic of China;

“Business Plan” means the detailed business and financing plan for the Business of the JVE
post commencement of production prepared on an annual basis, which includes annual budget,
comprising, without limitation, profit and loss account, balance sheet and cash flow statements,
projected revenues, costs, operating and capital expenditures, and financing requirements of
the JVE for the on-going Financial Year and which includes details on the amount and timing of
debt financing, if any, the current and future business strategy;

“Charter Documents” means, collectively, the memorandum and articles of association of

the JVE;

“Claim” means any claim, whether direct or indirect, actual or potential, in law or in equity, or
known or unknown or otherwise and includes any claim in relation to a Loss;

“Competitor” means any entity which is engaged in a business, which is similar to or related

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with the Business of the JVE;

“Confidential Information” means any and all confidential or proprietary information and
materials, as well as all trade secrets, belonging to the JVE, its Affiliates, Lohia, or to their
customers, Fortune, their Affiliates, or other third parties who furnish such information,
materials, and/or trade secrets to such parties with expectations of confidentiality to the extent
the receiving parties know or reasonably should know of such expectations, and includes
without limitation and regardless of whether such information or materials are expressly
identified as confidential or proprietary, whether or not stored in any medium:

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a. business information and materials, including but not limited to financial information,
business plans, business proposals, customer contract terms and conditions, pricing, sales
data, customer or contact information, customer preferences and other business
information, business partner lists, business partner contact information, business partner
preferences and other business information, and similar items;
b. information and materials relating to future plans, including but not limited to marketing
strategies, pending projects and proposals, and similar items;
c. personnel information and materials, including but not limited to employee lists and contact
information, employee performance information, employee compensation information,
recruiting sources, consulting information, contacts, and cost, and similar information;
d. any information or material that gives the JVE (or other discloser of information, as
applicable) an advantage with respect to its competitors by virtue of not being known by
those competitors;
e. other valuable, confidential information and materials and/or trade secrets that are
customarily treated as confidential or proprietary, whether or not specifically identified as
confidential or proprietary.

Notwithstanding the above, no information constitutes Confidential Information if it is

otherwise publicly known and in the public domain or comes into the public domain due to no
fault of any of the Parties receiving such information;

“Consent” means any notice, consent, approval, waiver, permit, grant, concession,
agreement, license, certificate, exemption, order or registration, of, with or to any Person;

“Controlling”, “Controlled by” or “Control” means, in relation to a Person: (a) holding or

controlling, directly or indirectly, a majority of the voting rights exercisable at shareholder
meetings (or the equivalent) of that Person; or (b) having, directly or indirectly, the right to
appoint or remove directors holding a majority of the voting rights exercisable at meetings of
the board of directors (or the equivalent) of that Person; or (c) having directly or indirectly the
ability to direct or procure the direction of the management and policies of that Person,
whether through the ownership of shares, by contract or otherwise; and the term “Common
Control” shall be construed accordingly;

“Director” means a member of the Board, from time to time, and “Directors” shall be
construed accordingly;

“Employees” mean employees (including any temporary employees), secondees, consultants,

contractors, trainees, officers and directors;

“Encumbrance” means any (i) encumbrance including without limitation any security interest,
claim, mortgage, pledge, charge, hypothecation, lien, lease, assignment, deed of trust, title
retention, deposit by way of security, beneficial ownership (including usufruct and similar
entitlements), or any other interest held by a third Person; (ii) security interest or other
encumbrance of any kind securing, or conferring any priority of payment in respect of, any
obligation of any Person, including without limitation any right granted by a transaction which,
in legal terms, is not the granting of security but which has an economic or financial effect
similar to the granting of security under applicable law; (iii) power of attorney in relation to the
shares, voting trust agreement, interest, option or right of pre-emption, right of first offer, or
refusal or transfer restriction in favour of any Person; and/or (iv) any adverse claim as to title,
possession or use;

“Execution Date” means the date of execution of this Agreement;

“Facility” shall mean manufacturing plant to be set up on the Land and Building for
manufacturing of the Products;

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“Fair Market Value” shall mean the fair market value of the shares of the JVE as determined
in accordance with the provisions of this Agreement using an internationally acceptable pricing
methodology;

“Financial Year” or “FY” means the fiscal year beginning on ___________of each year and
ending on ___________of the immediately succeeding year;

“Force Majeure Event” shall be any event which arises from or is attributable to any act,
cause, event, omission or circumstance beyond the control of such Party, including, without
limitation, acts of God, fire, flood, storms, earthquake, typhoon, tidal wave, plague or other
epidemics/pandemic, change in Applicable Laws, orders, regulations, sanctions or restrictions,
war (whether declared or not), armed conflict, or the serious threat of the same, hostilities,
mobilization, blockade, embargo, detention, revolution, riot, looting, lockout, strike or other
labor dispute, unavailability of transportation and/or change in economic environment
(including, without limitation, change in the offset policy of the Government, severe
competition in the market, change in currency etc.).

“Government” or “Governmental Authority” means (i) any national, federal, state, county,
municipal, local, or foreign government or any entity exercising executive, legislative, judicial,
regulatory, taxing, or administrative functions of or pertaining to government; (ii) any public
international organization; (iii) any agency, division, bureau, department, or other political
subdivision of any government, entity or organization described in the foregoing clauses (i) or
(ii) of this definition; (iv) any company, business, enterprise, or other entity owned, in whole or
in part, or controlled by any government, entity, organization, or other Person described in the
foregoing clauses (i), (ii) or (iii) of this definition; (v) any political party; or (vi) any court,
tribunal or arbitrator and any securities exchange or body or authority regulating such
securities exchange;

“Governmental Approval” means any Consent of, with or to any Governmental Authority;

“Intellectual Property” means and includes any registered and/or applied for registration
and pending, in any jurisdiction and any and all registrations or rights to apply for (or
applications for the grant of) the same, know-how, patents, trademarks, service marks,
designs, copyrights, moral rights and related rights, data base rights and mask works, trade or
business names, internet domain names, inventions, processes, geographical indications, trade
secrets, integrated circuits, exploitation of any present or future technologies, proprietary
information, and other industrial property rights, and all rights or forms of protection having
equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;

“Key Employees” means any person occupying any of the following positions or performing
functions generally performed by persons occupying the following positions irrespective of the
designation of such persons:[DSK Comment: Requirement of having this definition to
be discussed internally]

[insert]

“Land and Building” mean the pieces and parcels of land in Pinghu, People’s Republic of
China, required for set up of the Facility;

“Losses” means any and all losses liabilities, actions and Claims, including charges, costs,
damages, fines, penalties, interest and expenses (whether or not resulting from Third Party
Claims), including those resulting from actions, proceedings or claims, all legal and other
professional fees and expenses;

“Person” means a corporation, association, unincorporated association or organisation,

partnership (general or limited), joint venture, estate, body corporate, trust, hindu undivided

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family, limited liability company, limited liability partnership, proprietorship, single business unit,
division or undertaking of any of the above or, any other legal entity, individual or government,
state or agency of a state;

“Products” shall mean selected models of machines as detailed under Schedule B;

“Relevant Proportion” means, in the case of each Party, such percentage as equates to the
total number of shares or partnership interest held by such Party as a percentage of the total
capital then outstanding in the book of JVE;

“Tax” or “Taxes” or “Taxation” means or “Taxation” means and includes all forms of
taxation (including direct or indirect) and statutory and governmental, state, provincial, local
governmental or municipal charges, duties, contributions and levies, withholdings and
deductions and whenever imposed and all related penalties, charges, costs and interest.

“Territory” shall mean People’s Republic of China and Islamic Republic of Pakistan;

“Third Party” means any Person other than the Shareholders or their Affiliates;

“Transaction” means all or any of the transactions effected (or intended to be effected) by
and contemplated in the Agreement;

“Transfer” means to transfer, sell, convey, assign, pledge, hypothecate, create a security
interest in or Encumbrance on, place in trust (voting or otherwise), transfer by operation of law
“Transferring” and “Transferred” have corresponding meanings;

“Technology” shall mean the technology/know how that shall be licensed to the JVE under the
Technology License Agreement.

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1.2 Interpretation

1.2.1 The terms referred to in this Agreement shall, unless defined otherwise or inconsistent
with the context or meaning thereof, bear the meanings ascribed to them under the
relevant statute/legislation.

1.2.2 Reference to statutory provisions shall be construed as meaning and including

references also to any amendment or re-enactment (whether before or after the
Execution Date) for the time being in force and to all statutory instruments or orders
made pursuant to such statutory provisions.

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1.2.3 Any reference to a document in “Agreed Form” is to a document in a form agreed

between the Parties initialled for the purpose of identification by or on behalf of each of
them (in each case with such amendments as may be agreed by or on behalf of the
Parties).

1.2.4 Any reference to “accounts” or “Accounts” shall include the relevant balance sheets
and profit and loss accounts and cash flow statements together with all documents
which are or would be required by law to be annexed to the accounts of the JVE, to be
laid before the JVE in the general meeting for the relevant Financial Year.

1.2.5 The words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. The words “include”, “including” and “among
other things” shall, in all cases, be deemed to be followed by “without limitation”
or “but not limited to” whether or not they are followed by such phrases or words of
like import.

1.2.6 Words denoting the singular shall include the plural and words denoting any gender
shall include all genders.

1.2.7 Table of contents, headings, subheadings, titles, subtitles to clauses, sub-clauses and
paragraphs are for information and convenience only and shall not form part of the
operative provisions of this Agreement or the annexures hereto and shall not affect the
interpretation or construction of this Agreement.

1.2.8 References to Recitals, Clauses, Appendices, Annexures, Paragraphs, Preamble and

Schedules are to recitals, appendices and annexures to, and clauses, paragraphs,
preamble and schedules of this Agreement, all of which form part of this Agreement.

1.2.9 Unless otherwise specified, references to days, months and years are to calendar days,
calendar months and calendar years, respectively.

1.2.10 Unless otherwise specified, time periods within or following which any payment is to be
made or act is to be done shall be calculated by excluding the day on which the period
commences and including the day on which the period ends and by extending the
period to the next Business Day if the last day of such period is not a Business Day;
and whenever any payment is to be made or action to be taken under this Agreement
is required to be made or taken on a day other than a Business Day, such payment
shall be made or action taken on the next Business Day.

1.2.11 Words “directly or indirectly” mean directly or indirectly through one or more
intermediary persons or through contractual or other legal arrangements, and “direct
or indirect” have the correlative meanings.

1.2.12 Any reference to “writing” shall include printing, typing, lithography, transmissions by
facsimile, e-mails and other means of reproducing words in visible form, but excluding
text messaging via mobile / smart phones.

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1.2.13 The words “include” and “including” are to be construed without limitation.

1.2.14 No provisions shall be interpreted in favour of, or against, any Party by reason of the
extent to which such Party or its counsel participated in the drafting hereof or by
reason of the extent to which any such provision is inconsistent with any prior draft
hereof.

1.2.15 If, in calculating a price or an amount, the relevant variables for such calculation are
expressed in different currencies then all such variables for the purposes of such
calculation shall be in Rupees.

1.2.16 If there is any conflict or inconsistency between a term in the body of this Agreement
and a term in any of the schedules, annexures or any other document referred to or
otherwise incorporated in this Agreement, the term in the body of this Agreement shall
take precedence.

2 EFFECTIVE DATE

This Agreement shall become effective and binding on the Parties on the Execution Date.

3 OBJECTIVE

(i) The Parties have entered into this Agreement for the purpose of
jointly developing the Business through the said JVE.

(ii) The Parties hereto as are entering into this Agreement to manage,
conduct and operate the Business in a professional, profit oriented, and efficient
manner consistent with highest business and corporate governance standards and to
maximize overall value to the partners. Each Party undertakes to work in good faith
and undertake its best endeavors to ensure success of the JVE.

4 INCORPORATION OF JVE
(i) Structuring: The Parties have agreed to have the proposed JVE
incorporated under the laws of People’s Republic of China as [state nature of the
entity]

(ii) Name: The Parties have agreed to get the JVE incorporated
preferably with the name [Insert Details]1, subject to availability of this name with ROC
or any other suitable name as may be decided by the Parties.

(iii) Share in capital of the JVE: The Parties have agreed to

incorporate the JVE with the initial capital of Yuan [insert] (Chinese Yuan [●] only).

The shareholding/capital contribution of the Lohia and Fortune will be in the ratio of
1:1 i.e. Yuan [insert] (Chinese Yuan [●] only) shall be infused by each Party.

(iv) The Parties for the purpose of this Clause may subscribe/contribute
in the JVE either directly or through any of their nominee, provide however, that such
nominee agrees to be bound by the terms of this Agreement.

(v) The JVE shall maintain a registered office at [insert]2.

(vi) Economic entitlement: The shares of each Party shall carry equal
1
To be decided by the Parties.
2
To be confirmed by the Parties.

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participatory rights in the profits of the JVE.

(vii) The Parties agree to prepare the memorandum and articles of

association to give effect and to reflect the terms of this Agreement and the Parties
shall take all reasonable steps in this regard.

(viii) Lohia shall execute the Technology License Agreement with JVE
immediately upon incorporation or in any event not later than [•]3 days of its
incorporation.

5 BUSINESS OF THE JVE

5.1 The business of the JVE shall, unless and until the Parties otherwise agree be confined to the
Business.

5.2 Each Party shall use all reasonable endeavors to promote and develop the Business to the JVE's
best advantage, which shall include but not be limited to:

(a) developing a profitable and well regarded business;

(b) expanding the Business through sound management, product development and good
customer service; and
(c) ensuring compliance with all Applicable Laws and regulations.

5.3 The Parties agree to co-operate with each other and contribute its expertise to identify and
develop the Business of the JVE in accordance with the good business practice, the terms of
the Agreement, the terms of the Technology License Agreement and other agreement between
the parties and/or the JVE and its charter documents.

5.4 To set up the Facility, Fortune agrees:

(i) that as a material condition to this Agreement it shall take all

necessary steps required to set up the Facility for the manufacture of the Products
and Lohia shall provide all technological guidance and assistance required for the said
purpose.

(ii) To arrange for adequate infrastructure, including the Land and

Building for the proposed manufacturing Facility, office resources, and personnel
necessary for the purpose of Business. The cost of the let out of the infrastructure,
resources and personnel to be borne by the JVE.

5.5 Lohia agrees to:

(i) Provide by way of licensing of Technology to use and exploit its

technical knowledge for manufacturing of Products by the JVE.

(ii) Provide all technological guidance and assistance required for the
purpose of Business.

5.6 Each Party shall exercise all powers of control available to it in relation to the JVE so as to
ensure (so far as it is able by the exercise of such rights and powers) that at all times during
the term of this Agreement the provisions of this Agreement are duly and promptly observed
and given full force and effect according to its spirit and intention.

3
To be discussed

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6 FUNDING REQUIREMENTS

6.1 The Parties agree that the JVE will generally operate and be funded in accordance with the
Business Plan approved by the Board, which Business Plan shall clearly set out any funding
requirements of the JVE for the period of such Business Plan (“Funding Requirements”).
This shall, however, not preclude the JVE from raising funds not specifically provided for in the
Business Plan approved by the Board.

6.2 The JVE may propose to issue further shares or any other convertible instrument or raise
capital contribution, as the case may be, and/or may avail borrowing from banks or financial
institutions or other Third Parties. In the event the JVE decides for further capital call, the
Parties shall have the right to participate in such capital call to their respective Relevant
Proportion. In the event a Party does not participate in the said capital call, its voting right in
the JVE shall stand diluted.

6.3 Funding Requirements for Business

6.3.1 For funding of the working capital 4 and objectives of the Business, the JVE
shall be free to source the funds from banks and financial institutions or any such
source and in any manner as it deems appropriate.

6.3.2 In the event any Funding Requirement is proposed to be secured through

finance or credit facilities from any Third Party and requires any part of the
shareholding of the JVE to be pledged, if applicable, or any other guarantee, indemnity,
support, or a negative lien to be provided to such Third Party for the purpose of
securing finance or credit facilities pursuant to the Funding Requirements, the Parties
shall discuss in good faith and mutually arrive at a resolution on the manner in which
such requirement / obligation is to be fulfilled.

7. MANAGEMENT

7.1 Board Responsibility

The Board shall have responsibility for the supervision and management of the JVE, save in
respect of those matters which are specifically reserved for shareholders/partners under
Applicable Laws, under the Charter Documents or under the terms of this Agreement. The
Board shall be entitled to exercise all such powers, and to do all such acts, deeds and things as
the JVE is authorised to exercise and do.

7.2 Board Composition

The maximum number of Directors in the JVE shall be [●]. Each Party shall have the right to
appoint [●] Directors on the Board.

7.3 First Directors

The first Directors shall be:

[Insert names of at least two individuals]5

7.4 Appointment/ Removal / Resignation of Directors

4
To be discussed between Parties
5
To be discussed

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The appointment/removal/resignation of the Directors shall be in accordance with the relevant

provisions of the Applicable Laws.

7.5 Meetings of the Board

7.1.1 Meetings of the Board shall be properly convened and held at such times as may be
determined by the Board from time to time or as required under the Applicable Laws.
The meetings shall be held in the offices of the JVE in [•] or at such other place as
may be determined by the Board. Any Director may request that a meeting of the
Board be convened.

7.1.2 At least 7 (seven) Business Days’ written notice shall be given to each of the
Directors and their alternates in respect of each meeting of the Board. Notice may be
waived or a meeting may be called by giving shorter notice with the consent of the
majority of the Directors.

7.1.3 Subject to the Applicable Laws, the quorum for a meeting of the Board shall be
presence of two Directors, one appointed by Lohia and other appointed by Fortune.

7.1.4 Subject to provisions of the Applicable Laws and the Charter Documents, all decisions
of the Board shall be taken by majority vote of the Directors present or represented
at the meeting.

7.6 Minutes of the meeting

The JVE shall prepare minutes of each Board meeting in accordance with the Applicable Laws.

8. GENERAL MEETINGS

8.1 Meetings of the shareholders shall be in accordance with the Applicable Laws and the Charter
Documents of the JVE and shall be convened by JVE during normal business hours or at the
time and place (if agreed to be different from the registered office of the JVE) designated in
the notice issued by the JVE or the Shareholder.

8.2 Voting on all matters to be considered at a general meeting of the shareholders shall be by
way of a poll unless otherwise agreed upon in writing between the Parties. The quorum for a
general meeting shall be 2 shareholders with compulsory presence of representative of each
Party.

9. VOTING RIGHTS

9.1 Each Party shall be entitled to vote on all matters submitted to a vote before the shareholders
of the JVE.

9.2 Notwithstanding anything to the contrary contained in this Agreement, Lohia and Fortune
irrevocably agree that they shall at all times vote in such a manner so as to give effect to the
provisions of the Charter Documents of the JVE and the terms and conditions of this
Agreement.

9.3 For the purposes of voting at any general meeting, the respective voting entitlements of the
Parties shall be calculated on their respective share in the capital of the JVE at any given point
in time.

10. COVENANTS

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10.1 Each Party undertakes to take all steps necessary from time to time to cause the JVE to
perform and comply with its obligations under the Agreement.

10.2 The Parties shall undertake the Business solely through the JVE only and not through any other
vehicle.

10.3 Business Practices

10.3.1 The Board or any delegated authority shall appoint the Employees and decide the
terms of their appointment.

10.3.2 The Board shall, along with the Key Employees, be responsible for ensuring that the
Business Plan approved by the Board is implemented effectively. The Board shall
further monitor and ensure that the Key Employees fulfill their obligations as is
expected of them under the Business Plan approved by the Board as well as pursuant
to their respective employment agreements.

10.3.3 The Board shall, along with the Key Employees, establish, maintain and duly
administer appropriate internal control systems comprising policies, processes and
such other features as are necessary or advisable to help ensure:

10.3.3.1 The JVE’s effective and efficient operation by enabling it to manage

significant business, operational, financial, compliance and other risks to
achieve the JVE’s objectives;

10.3.3.2 the quality of the JVE’s internal and external reporting, including in
relation to preparation of financial statements in accordance with
Applicable Laws and generally accepted good corporate governance
practices; and

10.3.3.3 compliance by the JVE with all Applicable Laws.

10.4 Business Plan

10.4.1 The Business Plan for each Financial shall be prepared by the Directors or Designated
Partners, as the case may be, and delivered to the Board. The Board shall approve the
Business Plan.

10.4.2 Each Party undertakes to the other Party that it shall take all practical steps reasonably
within its control including without limitation the exercise of votes at general meetings
of the JVE to ensure that the terms of the Business Plan are complied with by the JVE.

10.5 Intellectual Property

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Any Intellectual Property or rights in relation to such Intellectual Property (including without
limitation patents, trademarks, service marks, registered designs, copyrights, database rights,
rights in designs, inventions and proprietary information), which arise in the course of the JVE’s
activities (whether in relation to the Business or otherwise) shall belong to the JVE, and the JVE
shall take all actions deemed necessary to protect such Intellectual Property and where
applicable each Party hereby irrevocably assigns any such rights to the JVE.[ DSK Comment:
To be discussed with Client]

11. TRANSFER CONDITIONS

11.1 General Restrictions on Transfer

11.1.1 No Party shall Transfer or attempt to Transfer any shares or any right, title or interest
in the JVE, except as expressly permitted by this Clause.

11.1.2 The JVE shall restrict any Transfers or attempt to Transfer any shares/interest in the
JVE in violation of this Clause and any purported Transfer in violation of this Clause
shall be null and void ab initio. Any Transfer or attempted or purported Transfer of
shares by any Party in contravention of the provisions of this Agreement shall
constitute a material breach of this Agreement.

11.1.3 Each of the Party covenants and agrees that they shall not directly or indirectly
Transfer any of the shares or interests owned by them to any Person or create any
Encumbrance over the shares or interest owned by it, except as expressly required or
permitted under this Agreement.

11.2 In the event of any orders, regulations, sanctions or restrictions, war (whether declared or
not), armed conflict, or the serious threat of the same, hostilities by any Governmental
Authorities towards Republic of India, including, Indian entities having direct/indirect
investment in companies incorporated under the laws of People’s Repblic of China, then,
Notwithstanding the foregoing, Lohia shall have the unfettered right to seek liquidity for its
investment made in the JVE by way of sale of its shares in the JVE to Fortune.

11.3 In the event Lohia chooses to exit the JVE in accordance with the provisions of Clause
11.2, Fortune shall provide an exit to Lohia by way of acquisition of its stake in the JVE, in
such a way that Lohia shall, pursuant to any such exit, receive an amount which is equal
to the Fair Market Value.

11.4 Notwithstanding the foregoing, in the event, Fortune fails to provide an exit to Lohia in
accordance with Clause 11.2 above within 60 days from the date of issuance of notice in
this regard by Lohia, Shini shall be obligated to purchase Lohia’s stake in the JVE at the
Fair Market Value and Lohia shall be entitled to sell its shares held by it in the JVE to Shini.
Further, the exercise of the rights by Lohia under this Clause will not affect the unfulfilled
indemnification obligations of Fortune under this Agreement.

12. REPRESENTATION AND WARRANTIES

The specific representations and warranties of Lohia and Fortune are enumerated under
Schedule C and Schedule D respectively.

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13. INDEMNITIES

13.1 Each Party (collectively also referred to as the “Indemnifying Parties” and individually, an
“Indemnifying Party”) jointly and severally agree to indemnify and hold harmless the other
Party, its officers, representatives and employees (collectively also referred to as the
“Indemnified Parties” and individually, an “Indemnified Party”) promptly upon demand at
any time and from time to time, from and against any and all Losses to which any Indemnified
Party may become subject to or suffer or incur, insofar as such Losses arise out of, in any way
relate to, or result from:

13.1.1 any misstatement, inaccuracy in the information furnished under this Agreement;

13.1.2 the failure by the Indemnifying Party to fulfill any agreement or condition contained
in this Agreement; and / or

13.1.3 any Claim or proceeding by any third party, including a Governmental Authority,
against the Indemnified Party arising out of any act, deed or omission by the
Indemnifying Parties.

13.2 Notwithstanding anything contained herein, Shini shall be liable for, and shall indemnify, defend
and hold Lohia and each other Indemnified Party harmless from and against, any and all
Losses incurred or suffered by Lohia or any other Indemnified Party arising out of or in
connection with the matters listed below, in the event Fortune fails to fulfil its obligations and
indemnify the same in accordance with Clause 13.1 above:

13.2.1 Breach of non-compete and non-solicit obligations of Fortune as provided in this

Agreement;
13.2.2 Breach of Technology License Agreement;
13.2.3 its failure to acquire shares held by Lohia in the JVE pursuant to Clause 11.3
Shini further irrevocably guarantees and undertakes to pay any and all monies due and payable
by the Lohia by reasons of non-fulfilment of any of the aforesaid obligations.

13.3 Conduct of Claims

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In the event that an Indemnified Party desires to make a Claim pursuant to this Clause 13
(Indemnities) against the Indemnifying Party, the Indemnified Party shall give prompt written
notice of the Claim to the Indemnifying Party, describing, in reasonable detail, the nature of the
Claim (“Claim Notice”). The Indemnifying Party may acknowledge and agree by written notice
to the Indemnified Party to satisfy such Claim within 30 (thirty) days of receipt of a Claim
Notice from the Indemnified Party. In the event that the Indemnifying Party disputes such
Claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified
Party, within 30 (thirty) days of receipt of a Claim Notice, setting forth a reasonable basis of
such dispute. Any such dispute would be resolved by the dispute resolution mechanism in
accordance with the procedure laid out in Clause 20 (Governing Law and Dispute Resolution )
(which shall apply mutatis mutandis with respect to the Indemnifying Party and Indemnified
Party).

13.4 Indemnification Amount

Any compensation or indemnity as referred to above in Clause 13.1 shall be such as to place
the Indemnified Parties or the JVE (as the case may be), in the same position as it would have
been in had there not been any breach.

14. NON-COMPETE AND NON-SOLICIT

14.1 Non-Compete

14.1.1 Sole Vehicle. The JVE shall be the exclusive vehicle through which Lohia and Fortune
shall pursue the Business.

14.1.2 Non-Compete. Fortune agrees that it shall not during the subsistence of this
Agreement, and for a period of 3 (three) years6 thereafter (“Restricted Period”)
(whether as shareholder, lender, director, consultant, sole proprietor, joint venturer,
licensor, independent contractor, principal, trustee, member, partner, employee or
agent of any Person or otherwise), directly or indirectly:

14.1.2.1 be engaged, concerned or interested, own, purchase, finance, invest or

acquire, directly or indirectly, a legal or beneficial interest, in any business in
the Territory which competes with or is similar to any business which is
carried on by the JVE.
14.1.2.2 assist or be associates / involved with, for or without compensation
(whether cash, stock, property or otherwise), or act as a technical,
management, commercial or other advisor (by whatever name called)
and/or to provide Intellectual Property for or relating to the Business of the
JVE to any Person;
14.1.2.3 divulge or disclose to any Person any information (other than information
available to the public or disclosed or divulged pursuant to an order of a
court of competent jurisdiction) relating to the Business, the identity of its
customers, vendors, its products, finance, contractual arrangements,
business or methods;
14.1.2.4 collaborate/partner with any Person relating to the Business.
14.1.2.5 Use any trade mark, name or nomenclature, which is intended or is like to
cause confusion with any mark, trade mark, name or nomenclature used by
Lohia and/or its group companies.
14.1.2.6 engage in or agree to engage in any other act or thing analogous to the
foregoing that would prejudice the interest of the JVE.

6
Time period to be confirmed with the client and Singapore counsel

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14.2 Non-Solicit

Fortune hereby agrees not to, directly or indirectly, or in any manner whatsoever (including
through their Affiliates), during the Restricted Period:

14.2.1 solicit, canvass, entice away or induce or persuade or attempt in any manner to solicit,
canvass, entice away, induce or persuade any Person dealing or engaged with the JVE,
to cease dealing or doing business or to reduce the amount of dealings or business
which any such Person has customarily done with the JVE or to unfavourably vary the
terms of their business or dealings with the JVE; or

14.2.2 interfere with, tender for, canvass, solicit, entice away or attempt to solicit or entice
away, hire or procure, (or make any attempts to do or influence, encourage or assist in
doing any of the foregoing acts) from the JVE, any existing, former or potential,
representative, agent, franchisees, contractor, consultant, business associates or
employee of the JVE, whether or not such employee would commit a breach of contract
by reason of leaving such employment; or

14.2.3 (i) solicit, canvass, entice away, hire or procure or attempt in any manner to solicit,
canvass, entice away, hire or procure from the JVE any Person who is in the
employment or service of the JVE (including but not limited to a director, employee,
advisor or consultant, contractor, supplier, dealer or vendor of the JVE); or (ii) accept
into employment or service any Person who is an employee or is in the service of the
JVE, or was in the employment of the JVE or is/was rendering exclusive consultancy
services to the JVE as of the date of this Agreement and from the date of this
Agreement onwards.

15. TERMINATION

15.1 This Agreement shall be valid and binding unless terminated in accordance with the provisions
of the Agreement.

15.2 This Agreement:

15.2.1 Shall stand terminated upon termination of Technology License Agreement;

15.2.2 Shall be terminated pursuant to insolvency, bankruptcy, admission of a petition for

liquidation or dissolution of any of the Parties under the Applicable Laws;

15.2.3 shall stand terminated with respect to a Party upon such Party and/or its Affiliate
ceasing to hold any shares or partnership interest; provided that, any Party holding
shares through an Affiliate shall continue to be recognised as a shareholder or partner
for the purposes of this Clause;

15.2.4 shall stand terminated on the date of any written agreement of all of the Parties to
terminate the Agreement.

15.3 Effect of Termination

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15.3.1 The termination of this Agreement with respect to any Party or any Party ceasing to
have rights, liabilities or obligations under this Agreement (other than as specified)
shall not affect (i) the validity and effectiveness of any right, liability or obligation of
such Party that has already accrued; or (ii) the validity and effectiveness of any right,
liability or obligation which is expressly stated in this Agreement to survive such
termination or cessation.

15.3.2 Notwithstanding anything contained in the Agreement, in the event Agreement is

terminated pursuant to Clause 15.2.1……… [DSK Comment: to be discussed
internally]

15.4 Survival

The termination of this Agreement shall in no event terminate or prejudice: (i) any right or
obligation arising out of or accruing under this Agreement attributable to events or
circumstances occurring prior to such termination; (ii) any provision which by its nature is
intended to survive termination, including the provisions of Clause 1 (Definitions and
Interpretation),) Clause 12 (Indemnities), Clause 144 (Non-Compete and Non-Solicit), Clause
17 (Notices), Clause 18 (Confidentiality), Clause 18.5 (Governing Law and Dispute Resolution )
and Clause 20 (Miscellaneous).

16. CHARTER DOCUMENTS

16.1 The Parties shall ensure that Charter Documents of the JVE, shall at all times incorporate the
terms of this Agreement to the maximum extent permitted under Applicable Law and Lohia and
Fortune hereby agree to exercise their voting rights and take such other actions as may be
necessary to cause the JVE to adopt the provisions of this Agreement into the Charter
Documents.

16.2 Each of the Parties hereto undertakes with each other to fully and promptly observe and
comply with the provisions of this Agreement and the Charter Documents to the intent and
effect that each and every provision thereof shall be enforceable by the Parties hereto inter se
and in whatever capacity.

17. NOTICES

17.1 Any notice or other communication to be given under or in connection with this Agreement
(“Notice”) shall be in the English language in writing and signed by or on behalf of the Party
giving it and marked for the attention of the relevant Party. A Notice may be delivered
personally or sent by facsimile, pre-paid recorded delivery or international courier to the
address or facsimile number provided in Clause 17.2 below.

17.2 Method of Service

17.2.1 A Notice shall be deemed to have been received (i) at the time of delivery if delivered
personally; (ii) at the time of transmission if sent by facsimile; or (iii) 5 (five) Business
Days after the time and date of posting if sent by pre-paid recorded delivery or
international courier, provided that, if receipt of any Notice occurs after 6.00 PM or is
not on a Business Day, deemed receipt of the Notice shall be 9.00 AM on the next
Business Day.

17.2.2 References to time in this Clause 17 are to local time in the country of the addressee.
The addresses and facsimile numbers for service of Notice are as follows:

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Lohia:
[•]
[•]
For the attention of: [●]
Fax number: [●]

Fortune:
[•]
[●]
For the attention of: [●]
Fax number: [●]

Shini:
[●]
For the attention of: [●]
Fax Number: [●]

17.3 A Party shall notify the other Parties of any change to its address in accordance with the
provisions of this Clause provided that such notification shall only be effective on the later of
the date specified in the notification and 5 (five) Business Days after deemed receipt.

17.4 In the event that a Party refuses delivery or acceptance of a Notice, request or other
communication, under this Agreement, it shall be deemed that the Notice was given upon
proof of the refused delivery, provided such Notice was sent in the manner specified in this
Agreement.

18. CONFIDENTIALITY

18.1 Each of the Parties severally undertakes that it shall maintain confidentiality of all Confidential
Information in its possession or control.

18.2 The contents of this Agreement and all information of technical and commercial nature
disclosed during the term of this Agreement by one Party (“Disclosing Party”) to the other
Party (“Receiving Party”) shall be treated as confidential and shall not be disclosed to any
Person in any manner whatsoever in whole or in part, except as provided in this Clause.

18.3 Each Party agrees and undertakes that it shall not reveal, and shall use its reasonable efforts to
ensure that its directors, officers, managers, Employees, Affiliates, legal, financial and
professional advisors and bankers (collectively, “Representatives”) to whom Confidential
Information is made available do not reveal, to any third party any Confidential Information
without the prior written consent of the concerned Party.

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18.4 Exceptions

The provisions of Clauses 18.1 to 18.3 above shall not apply to:

18.4.1 disclosure of Confidential Information that is or comes into the public domain or
becomes generally available to the public other than through the act or omission of or
as a result of disclosure by or at the direction of a Party or any of its representatives in
breach of this Agreement;

18.4.2 disclosure, after giving prior notice to the other Parties to the extent practicable under
the circumstances or permissible by Applicable Law and subject to any practicable
arrangements to protect confidentiality, to the extent required under Applicable Law or
governmental regulations or judicial process applicable to any Party;

18.4.3 Confidential Information already known or already in the lawful possession of the Party
receiving Confidential Information as of the date of its disclosure by the Person
disclosing such Confidential Information;

18.4.4 disclosure in connection with the performance of obligations or the exercise of rights
(including remedies) under this Agreement; and

18.4.5 subject to Applicable Law, disclosure by the Parties in compliance with customary
reporting obligations of its Affiliates investment funds for preparation of Tax Returns
and other regulatory filings and with their obligations to inform, provided that
recipients provide reasonable assurance that any Confidential Information shall be kept
confidential, with customary exceptions.

18.5 The provisions of this Clause shall apply throughout the term of this Agreement and shall
survive the termination hereof.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 This Agreement shall be governed by, interpreted and construed in accordance with the laws of
Singapore without reference to its conflict of laws principles, and subject to Clause 19.2
(Arbitration), shall be subject to the exclusive jurisdiction of the competent courts in Singapore.

19.2 Arbitration

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19.2.1 If any dispute, controversy or claim of whatever nature arises under, out of or in
connection with this Agreement or any other document as contemplated herein,
including any question regarding its existence, validity or termination arising out of or
in connection with this Agreement (a “Dispute”), the Parties shall use all reasonable
endeavours to resolve the matter amicably. If one Party gives the others notice that a
Dispute has arisen and the Parties are unable to resolve the Dispute within 30 (thirty)
days of service of the notice then the Dispute shall be referred to a nominated senior
executive of the Parties who shall attempt to resolve the Dispute. No Party shall resort
to arbitration against any other Party under this Agreement until 30 (thirty) days after
such referral.

19.2.2 All Disputes which are unresolved pursuant to Clause 20.1.2 and which a Party wishes
to have resolved, shall be referred upon the application of any Party to, and finally
settled by arbitration administered by the Singapore International Arbitration Centre
(“SIAC”) in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed
to be incorporated by reference in this clause. Each disputing Party shall appoint 1
(One) arbitrator and the 2 (two) appointed arbitrators shall appoint the third arbitrator
who shall be the presiding arbitrator. For avoidance of doubt, Shini and Fortune shall
be considered as one disputing party. No officer, director, shareholder, employee,
representative or relative of any Party may be nominated or appointed as an arbitrator.
The seat and venue of the arbitration shall be Singapore or such other place as may be
mutually agreed by the Parties. The language of this arbitration shall be English and
any document not in English submitted by any Party shall be accompanied by an
English translation. A written transcript of the proceedings shall be made and furnished
to the Parties. The arbitration panel shall be free to award costs as it deems
appropriate. The decision of the arbitral tribunal shall be final and binding on the
Parties

19.2.3 The provisions of this Clause shall survive any termination of this Agreement.

20. MISCELLANEOUS

20.1 Waiver
20.1.1 No waiver of any right under this Agreement shall be effective unless in writing. Unless
expressly stated otherwise a waiver shall be effective only in the circumstances for
which it is given.

20.1.2 No delay or omission by any Party in exercising any right or remedy provided by
Applicable Law or under this Agreement shall constitute a waiver of such right or
remedy.

20.1.3 The single or partial exercise of a right or remedy under this Agreement shall not
preclude any other nor restrict any further exercise of any such right or remedy.

20.1.4 The rights and remedies provided in this Agreement are cumulative and do not exclude
any rights or remedies provided by Applicable Law.

20.2 Assignment

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This Agreement, or any right or interest herein, shall not be assignable or transferable by any
Party except with the prior written consent of the other Parties. This provision shall not apply
to (a) any assignment of rights and obligations arising under this Agreement (together with any
cause of action arising in connection with any of them) as a result of any Transfer of shares or
partnership interest by any Party to any of their respective Affiliates or to their successors in
title; or (b) Transfer of shares or partnership interest by Fortune pursuant to the terms hereof.

20.3 Amendments

This Agreement may not be amended, modified or supplemented except by a written

instrument executed by each of the Parties.

20.4 No Partnership

No Party shall act as an agent of the other Party or have any authority to act for or to bind the
other Party.

20.5 Reservation of Rights

No forbearance, indulgence or relaxation or inaction by any Party at any time to require

performance of any of the provisions of the Agreement shall in any way affect, diminish or
prejudice the right of such Party to require performance of that provision. Any waiver or
acquiescence by any Party of any breach of any of the provisions of the Agreement shall not be
construed as a waiver or acquiescence of any right under or arising out of the Agreement or of
the subsequent breach, or acquiescence to or recognition of rights other than as expressly
stipulated in the Agreement.

20.6 Independent Rights

Each of the rights of the Parties are independent, cumulative and without prejudice to all other
rights available to them, and the exercise or non-exercise of any such rights shall not prejudice
or constitute a waiver of any other right of the Party, whether under this Agreement or
otherwise. Provided that where different rights are created as a result of or on account of a
single cause of action, where a Party has achieved complete remedy by pursuing one course of
action, such Party shall not be entitled to pursue other causes of action to seek further
remedies for the same cause of action.

20.7 Specific Performance

The Parties agree that damages may not be an adequate remedy and that each Party shall be
entitled to an injunction, restraining order, right for recovery, suit for specific performance or
such other equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain the other Parties from committing any violation or enforce the
performance of the covenants, representations and obligations contained in this Agreement.

20.8 Entire Agreement

This Agreement sets out the entire agreement and understanding between the Parties with
respect to the subject matter hereof and supersedes and extinguishes any and all prior
discussions, correspondence, arrangements or agreements between the Parties hereto with
respect to the matters contained in this Agreement, whether in oral or in writing (tacit, moral
or otherwise).

20.9 Partial Invalidity

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If any provision of this Agreement or the application thereof to any Person or circumstance
shall be invalid or unenforceable to any extent for any reason including by reason of any
Applicable Law, the remainder of this Agreement and the application of such provision to
persons or circumstances other than those as to which it is held invalid or unenforceable shall
not be affected thereby, and each provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this
Agreement shall be replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the invalid and unenforceable provision.

20.10 Counterparts
This Agreement may be executed in 1 (one) or more counterparts, each of which when so
executed and delivered shall be deemed an original but all of which together shall constitute
one and the same instrument and any Party may execute this Agreement by signing any 1
(one) or more of such originals or counterparts. The delivery of signed counterparts by
facsimile transmission or electronic mail in “portable document format” (.pdf) shall be as
effective as signing and delivering the counterpart in person.

20.11 Further Assurances

Each Party shall, at any time and from time to time promptly and duly execute and deliver all
such further instruments and documents, and do or procure to be done all such acts or things,
to give effect to the terms and conditions of this Agreement.

20.12 Announcements

Save as expressly provided in this Clause, no announcement shall be made by or on behalf of

any Party or its Affiliates relating to this Agreement without the prior written approval of the
other Parties, such approval not to be unreasonably withheld or delayed. A Party may make an
announcement relating to this Agreement if (and only to the extent) required by Applicable Law
of any relevant jurisdiction or any securities exchange, regulatory or governmental body
provided that prior written notice of any announcement required to be made is given to the
other Parties in which case such Party shall take all steps as may be reasonable in the
circumstances to agree the contents of such announcement with the other Parties prior to
making such announcement.

20.13 No Strict Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the
event any ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise
favouring or disfavouring any Party by virtue of the authorship of any provision of this
Agreement.

20.14 Taxes and Duties

Each Party shall bear and pay any income tax or withholding taxes levied or assessed against it
with respect to payments to it by the JVE or with respect to its share of the earnings of the
JVE.

[FOLLOWING THIS PAGE IS THE EXECUTION PAGE]

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE

DULY EXECUTED AND DELIVERED BY THEIR DULY AUTHORISED REPRESENTATIVES AS
OF THE DAY AND YEAR HEREINABOVE WRITTEN

Signed and delivered for and on behalf of

Lohia

By:
Title:

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Signed and delivered for and on behalf of

[Fortune]

By:
Title:
Authorised by resolution dated [●]

Signed and delivered for and on behalf of

[Shini]

By:
Title:
Authorised by resolution dated [●]

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SCHEDULE A
FORMAT OF TECHNOLOGY LICENSE AGREEMENT

[to be inserted]

SCHEDULE B
DETAILS OF THE PRODUCTS

[to be populated by Lohia]

SCHEDULE C

LOHIA’S REPRESENTATION AND WARRANTIES

Lohia represents and warrants to Fortune, as on the Execution Date, that:

1. Lohia has been duly incorporated and established and is a validly existing legal entity under
its Applicable Laws;

2. It has full power and authority to enter into and perform this Agreement, and perform their
obligations set forth herein, without requiring the decision, authorization or approval of any
Governmental Authority or other Third Party, except to the extent described herein;

3. this Agreement constitutes valid and legally binding obligations of Lohia;

4. no bankruptcy or insolvency order has been made in the name of Lohia. No liquidator,
provisional liquidator, receiver or an administrative receiver has been appointed and no
proceedings have been filed under which such a Person might be appointed;

5. the execution, delivery and performance of this Agreement by Lohia, and the consummation
of the transactions contemplated herein, do not and will not conflict with or violate any law,
permit or Governmental Approval or Governmental Authority’s order applicable to it.

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SCHEDULE D
FORTUNE WARRANTIES7

1. Fortune has been duly incorporated and established and is a validly existing legal entity under
its Applicable Laws;

2. Fortune has full power and authority to enter into and perform this Agreement, and perform
their obligations set forth herein, without requiring the decision, authorization or approval of
any Governmental Authority or other Third Party, except to the extent described herein;

3. this Agreement constitutes valid and legally binding obligations of Fortune;

4. no bankruptcy or insolvency order has been made in the name of Fortune. No liquidator,
provisional liquidator, receiver or an administrative receiver has been appointed and no
proceedings have been filed under which such a Person might be appointed.

7
To be discussed

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