ANNUAL ENGAGEMENT AGREEMENT BS RERSOR Forlex K & T Forlex Private Limited K&T Forlex Law OfficesOey Forlex [PRIVATE AND CONFIDENTIAL] vee) Date: 20110 1m: 2019 4 10 Fh 20 ‘10: UBEST GOLD PRIVATE LIMITED, 1 Es Contact Person: EA, siete Dest Si, ‘This is with reference to our engagement asthe extemal GOLD PRIVATE. LIMITED. ("Client's Company”) under the juridston of Indian Laws ar me guise. We Mank you Tor contoring R&T Fortex Prva Limited and KA Forlex Law Offices (togcter refered a “the Fm”), for the sume, We intend to handle your matter prompaly and effectively and we hope you'll let us know if there any way we can improve the service we provide QMEALMERIP. St UBEST GOLD PRIVATE LIMITED (F095 “51° WRK | T Fovler and KAT Forex Law Offices 365 (UL Fi85 “1” {els ARH, a ANOLE HER ‘We ae pleased o act asthe Indian legal counsel fr advice on legal requirements to the Company; In this content, we are pleased to submit as under: ee ee ILITIES AND METHOD OF WORKICG Korlex 1 Our Understanding of your requirement: REE R ROAM, ‘Our services shall be rendered as per the information’ representations received from {yur company andor your agents representatives, Our work shall operate in clone co-ordination and reference with you and. your inhouse/ external national itemational counsels lawyers! experts and we do understand that the aforesaid representatives! agents) counsela) lawyers shall be acting under your ultimate authorcy and volition. We promise you to render ur services to the best of our abil, REA RAET MALLE IR, PEAR AENN IE, BLRE SemiRewOOR, IPI PRONE. 2. Fee carers and effcien allocation of sources Se RE ‘We shall exercise ll reasonable diligence to conform and contin within our quoted legal fe a chargeable. We promis o uile our esoues in the most efficient and ffective moms post the task competent and professionally. ROTM GERMS CEMTAIN IN RPE TIE ARORAMERM IEAM IMARMEDAR. by assigning ts to fo eaves) capable of performing ee 4. Docsmentaton AHN ‘We shall ensure that none other dan the Company andlor assigned representatives! gents including your itemtional lanyes are sent copies ofall necessary deaf documentation for reference andor approval if neded RAR RI MEIL AP PLO PRA RS RR B.SCOPE OF WORK AF Based on our understanding of your requirements, we anticipate thatthe scope ofey Forlex ‘wor forthe aisignment Would be as follows 1. Lar, Human Resouee and Employment Laws 2 Drafing. Yeting and Proo-reading ofall sort of Legal dcioents ‘3. Lssuing Legal Opinion on various aw poner ‘4 Negotiation for Burnes Lag Jesus ‘Lega assistance in Business Coperation {Due Diligence (Finance and Legal) haga risk Performance asersment services {Legal Ait ond Inelectuat Property Audie 9 Intlecual Propery» Righs mars including Intellectual Property Asset Management 10, Providing Tax, Foreign Invcsment and Fiance Consultancy 1, Lesa raining on vorious topics to various departments + Micelancous legal matersand services (Except Litigation: M&A ce.) TARO ROMM, MALLIMT 1. Sea LARH 2. aR Hen, teeietneet 3. ERRATA AS 4, pomaeasnarie reeefeastanie seewiante bie i ‘en ALPE 9, SRPMS RPE vo, USL, A 1 seems eRe CTSA RID) .SCOPE OF LIMITATION “TEAL | ur scope of work woud be limited othe issues set ut in Section B aboveUSS) Horlex RAT RIOT ENTE. 2. Employment and acceptance ‘Party B accepts Paty A's ntastrent and fers a working tear in Tia to handle the nated mater, CARAT, HMUELN MARA DRIER. 3. As per requirement if ny contain! advise! np o engagement i tobe made fof any experts! professionals towards the imterest of the matter at hand, such engagement sal be iximatod to you separately and any fee and or cost incurred due to auch engagement sal be bome separately by you SOIR SUR EER OOIOR. SECTOR AEs, at ANE AE eTLEDRON, Heber ie A OLR D. ACCOUNTSIRILLING an 1 Timing mm Unis otherwise mutually agreed tothe contrary, we will render accouats to the Company ona moathy basis, eon assignment ass esvAsc, REN AGAP, Ra IEA ARI TM TE BIC, wh 2. Content of narative aR “The invoice wil larly provide the information forthe work done, applicable details ofthe fe earner the stats and rate ofthe fe emer andr the nurber of hous spent andr brief desertion ofthe tasks undertaken, AMARTH RBOL INNCAR ,eLNcHR H N fhIR) Forlex 3 Payment (a For the scope of work mentioned under Section B above, charges mentioned above are at hourly basis (or blended rate irrespective of te seniority ofthe lawyer engaged) inthe performance ofthe services Pe ee [Adionlly, ncidental or ancillary expenses fr “to and fro conveyance’ at actuals that we may have wo incur Fr the above scope of work, shall be payable at actu excep Deh, Mumba and Pune thre iy Si BLIGH ALACRA SNA LAD A HI ARAL SRM. HK OGRA A NL HBL. SERIA ‘Our profesional cages fes towards annul retinership willbe ») ours and shall be valid fr saring from the date of ining oT 8 engagement. Thereafter, i, hours exceeding above prescribed IE you All invoices shall be payable by Client's Company within om the dat of te invoice Incase f delayeddefault payment ofthe fee the Fm sal be at Hiverty to levy late payment charge onthe fe due, ata interest of Fie LN PERNT IY asf ese MIN in HURST AERO] wr,CGD Korlex ‘We promise to ast ina profesional and ethical manner at all tines, and exercise sound judgment and diccretion while handing clint’ mates. A information regarding the client's companies, including its operations, business plans, technical infermaton, employees, business partners and clients, among others, shall be Kept Privileged and confident! and shall not be disclosed to any third party without the price writen consent of Company o if mandated bound by any statutory la fr the time being in fre RIVREALOL UR, EIR PG EIA. ATR ‘svat. MEAL, BORG. MA, PRN, AACN Ra EMRE; Laws of India shall gover the validity interpretation and performance of this engagement let. "Ree. eEEAURLT AZ MCV HRI The firm has some general standard condition of engagement, which are atached herewith for your reference and are an integral part ofthe engagement CRESTOR, MF OS a. General Standard conditions ofenzasementz corer errs 1. Ou professional foes quoted hereinabove shall be exclusive of any out of pocket expenses such o sation tovel, hoarding, lodging, convepance, communication et any such expences shall be accompanied wit supporting documents 10 the extend rearonaly expected LARSON. AERA MIA IL AER 54 ROR SE EN 2. Our scape of work does not include services rendered for ligation, merger acquition, amalgomation actions or any such high value corporate transactions Such assignment and corresponding quote therewith shal be mutually deeded on ‘ate By case basis with he client. RAT APRUNS Ae 2 IH REM ARAN EOL sane REPCMD Forlex 3.1 any external expert! profesional is engaged thn i adton to the above fo details, then such fe wil be based as per their respective fee criteria and shal be lore by the clint atthe tine of engagement of such senior lawyer! expert! profesional “SEAM PE A NR 4. Our professional fe doesnot include any servicelpeessonalincome tax or dy like GST (1996 including anyother similar taxesces, statutory oF otherwise Anal! suck dedueton(s) applicable, including levy af such tvesces shall be ‘charged separately and be borne by he lien, up and above our quoted fee RENAME CARLA, MOS Bi 1M, IE SEROMA ANEURIN, SLANE, RE. 5: Parmers, employees or associates ar thers ofthe Firm wil be dealt with only through the Firm and will be treated as constivents of the Firm. Under no circumstances wil the Client or any of ts associates, constituents or affiates deal otherwise, diecly or indict, with any parmer, employee assocat, oF others of the Firm, I also expresly agreed that in the event of any employee, partner, associate, oF other leaving the Firm, whether of hsher oven volition or others, eel, divectly o indirect, with such person for period of one yars from the date ‘on whic hehe leaves the Firm without the prior writen consent ofthe Fm. KA OL, SEA es LA ERLE NA TRAN ars. eer SEER AIAN RL HRA A, ASH BEF, PINS ESAT HE 6. The client agrees that nether i nr is agent! representatives! counsel! lawyers (or anyother third party associated with the clint shall nt directly or indirect during the term of his assigument ov for a period of one year there afer one year sole. reer hire any associate or employee ofthe Firm or induce any june. associate or consultant or employee ofthe Firm to do 80. EP PNY As AR I RAE em, ees koe PER ANI“Limitation of aabily- The area Wabi ofthe Frm and the Firm's partners, retainers, counsel, employees ond offcounsel, andor any of them. tothe Clint for any and al claims, loses, costs or damages of ony nature whatsoever resulting from or in any way related t0 the professional services rendered with respet 10 any assignment pursuant to this engagement Teter shall not exceed ane hundred percent of the total professional fees we have recived, wit reqpet to such assignment 11 is intended that tis imitation apply to anya all ably or cause of action however dlleged or arising, unless otherite provided bylaw B (ER NER RIA EMA MAIR AN, KRULL LER RI ID “ASEM 8 The Firm will be ented to use the Client's name andor is logo in the representative lent list or deal isto the Firm RSL BMEEL 1 A LAR. 9. The engagement leer shall come into foreeon the date of signing ASPET ZEMIN. 10. The scan coy ofthe “RECENT SRL UAC. ngagement eter shall have the same efoto he iginal 11, Where any discrepancy aries between the Chinese and English version, the English version shal prev ARLE, RCIA MELE 12, The terms ofthis engagement shall be governed by and construed solely in accordance wih the laws of India, and the Courts at Pure alone shall have exclusively jriadiction “Ee rR A 13, Professional foes once pai wil not be refunded on espiry of 180 days from the date of signing this engagerent eter, if within 180 days but client want ro terminate ‘engagement ned to inform before 30 days and we wil calculate al expensed Bours and refnd remained.Cay Forlex FARRAR 0 RU RUERTERURM, BT ko KART OR TI SmmMIR EI, ULNA 30 RU NMA, BREE A RMSE wenn We look forward to working withthe Company and 10 develop a frail and Jong: term relationship. RTM TRIE, “Thanking you or ‘Yours sincerely seat ‘Sign on Next Paget** eM PIER Iheey Forlex Agreed and Accepted rates For: UBEST GOLD PRI [AUTHORISED SIGNATORY] HERA Nane —_— IRS Once assistant