JOINT VENTURE AGREEMENT

This Joint Venture Agreement (“Agreement”) is executed at New Delhi on this the ____ day of
____, 2019.

Between:

(1) [●], a company incorporated under the Companies Act, 2013, having CIN [●] with its
address at [●] (“QP”); and

(2) [●], a company incorporated under the Companies Act, 2013, having CIN [●], with its
address at [●] (“SE”);

(QP and SE are collectively referred to herein as the “Parties”, and individually as a “Party”)

WHEREAS:

A. QP is, inter alia, engaged in the business of providing innovative solutions in gas based
power generation that use combined heat, power and cooling platforms to offer significantly
higher efficiency levels, and is interested in making an entry into the emerging electric
vehicle market in India.

B. SE is an Energy Service Company (“ESCO”) empaneled with the Bureau of Energy

Efficiency (“BEE”). SE is engaged in the business of developing energy efficient solutions
in different sectors.

C. The Parties have agreed to develop their business relationship by incorporating a private
company limited by shares in India (“JV Company”), for purposes of undertaking certain
projects relating to energy efficient electric vehicles and components, and undertaking other
related activity (ies) in addition to the objectives / purpose mentioned in the Memorandum
of Association of the JV Company as and when it is constituted (“Purpose”).

D. This Agreement sets out the broad terms and conditions on which the Parties have agreed to
establish and incorporate the JV Company and, going forward, the manner in which the JV
Company will be managed and administered, and to set out the rights, responsibilities,
undertakings, and obligations of the Parties as shareholders of the JV Company (“Proposed
Transaction”).

NOW THEREFORE IN CONSIDERATION OF MUTUAL COVENANTS, ASSURANCES,

AGREEMENTS AND WARRANTIES SET FORTH, IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSETH AS UNDER:

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1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement the following terms, to the extent not inconsistent with the context thereof,
shall have the meanings assigned to them herein below:

“Act” or “Companies Act”” means the Indian Companies Act, 2013 and any amendment
thereto or any other succeeding enactment for the time being in force.

“Affiliate” means with respect to any Party, any person directly or indirectly Controlling,
Controlled by or under common Control with such Party and shall include an Associate (as
defined under the Act).

For purposes of this definition, the terms ‘Control’ ‘Controlling’ and ‘Controlled’ mean the
power to determine the management policies of a person by either ownership of a majority
of voting rights of its issued capital, or having the right to appoint a majority of the members
of its board of directors or other management body, whether by contract or otherwise.

“Agreement” means this Joint Venture Agreement and shall include any recitals, schedules,
annexures or exhibits that may be annexed to this Agreement and any amendments made to
this Agreement by the Parties in writing.

“Arbitration Act” shall have the meaning ascribed to it in Clause 22.2 of this Agreement.

“Articles of Association” shall mean the articles of association of the JV Company, as

amended from time to time.

“BEE” shall have the meaning ascribed to it in Recital B of this Agreement.

“Board Meetings” shall mean a meeting of the Board of Directors of the JV Company.

“Board” shall have the meaning ascribed to it in Clause 6.2.1 of this Agreement.

“Business Day” shall mean a day other than a Saturday, Sunday and/or any day which shall
be a legal holiday in India or a day on which banking institutions are authorized or required
by law or other governmental action to be closed.

“Business Plan” shall mean the business plan of the JV Company as approved by the Board.

“Business” shall have the meaning ascribed to it in Clause 4.1 of this Agreement.

“CEO” shall have the meaning ascribed to it in Clause 6.4.1 of this Agreement.

“CFO” shall have the meaning ascribed to it in Clause 6.4.1 of this Agreement.

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“Confidential Information” shall have the meaning ascribed to it in Clause 14.1 of this
Agreement.

“Deadlock” shall have the meaning ascribed to it in Clause 7.1 of this Agreement.

“Deed of Adherence” shall have the meaning ascribed to it in Clause 10.5 of this Agreement.

“Default Call Price” shall have the meaning ascribed to it in Clause 11.2.3 of this
Agreement.

“Default Notice” shall have the meaning ascribed to it in Clause 11.1 of this Agreement.

“Default Price” shall have the meaning ascribed to it in Clause 11.4 of this Agreement.

“Default Put Price” shall have the meaning ascribed to it in Clause 11.2.2 of this Agreement.

“Defaulting Party” shall have the meaning ascribed to it in Clause 11.1 of this Agreement.

“Director” means any director of the JV Company.

“Director” shall mean a director for the time being on the Board of Directors of JVC.

“Disclosing Party” shall have the meaning ascribed to it in Clause 14.2.1 of this Agreement.

“Effective date” shall mean the date on which this Agreement becomes effective.

“ESCO” shall have the meaning ascribed to it in Recital B of this Agreement.

“EV” shall have the meaning ascribed to it in Clause 4.1 of this Agreement.

“Final Valuer” shall have the meaning ascribed to it in Clause 11.4.3(ii) of this Agreement.

“FMV” shall have the meaning ascribed to it in Clause 11.4 of this Agreement.

“General Meeting” shall have the meaning ascribed to it in Clause 6.1.1 of this Agreement.

“Independent Reviewer” shall have the meaning ascribed to it in Clause 7.2 of this
Agreement.

“JV Account/s” shall have the meaning ascribed to it in Clause 8.4 of this Agreement.

“JV Company” means a company to be established by the Parties under the laws of India to
undertake the Business.

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“Lock-In Period” shall have the meaning ascribed to it in Clause 10.1 of this Agreement.

“Memorandum of Association” shall mean the memorandum of association of the JV

Company, as amended from time to time.

“Non-Defaulting Party” shall have the meaning ascribed to it in Clause 11.1 of this
Agreement.

“Party” or “Parties” shall have the meaning ascribed to it in the title of this Agreement.

“Permitted Transfer” shall have the meaning ascribed to it in Clause 10.1 of this
Agreement.

“Proposed Transaction” shall have the meaning ascribed to it in Recital D of this

Agreement.

“Purpose” shall have the meaning ascribed to it in Recital C of this Agreement.

“QP Deliverables” shall have the meaning ascribed to it in Clause 5.1 of this Agreement.

“QP” shall have the meaning ascribed to it in the title of this Agreement.

“Receiving Party” shall have the meaning ascribed to it in Clause 14.2.2 of this Agreement.

“SE Deliverables” shall have the meaning ascribed to it in Clause 5.2 of this Agreement.

“SE” shall have the meaning ascribed to it in the title of this Agreement.

“Share” means an equity share of face value Rs. 10/- of the JV Company, unless otherwise
specified in the Agreement.

“Shareholder Valuer” or “Shareholder Valuers” shall have the meaning ascribed to it in

Clause 11.4.3 of this Agreement.

“Shareholder” shall mean QP, SE and/or any other person to whom shares of the JV
Company may be transferred in accordance with this Agreement.

“SIDBI” shall have the meaning ascribed to it in Clause 8.1 of this Agreement.

“Transfer” or “Transferred” shall include any action, which has the effect of creating any
third party interest in or over the Shares, or sale, creation of a pledge or a lien, mortgage,
charge (whether fixed or floating), hypothecation, assignment, security interest or other
encumbrance of any kind securing or conferring any priority of payment in respect of any
obligation of any person and includes without limitation any right granted by a transaction

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 which, in legal terms, is not the granting of security but which has an economic or financial
effect similar to the granting of security including by operation of law or contract or any
other encumbrance or any other security in or over the Shares, and renunciation of a right to
subscribe to the Shares.

1.2. Interpretation. In this Agreement:

1.2.1. References to Recitals, Clauses, Paragraphs, Preamble and Schedules are to recitals,
clauses, paragraphs, preamble and schedules of this Agreement, all of which form part
of this Agreement.

1.2.2. 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 Schedules hereto and shall not affect the
interpretation or construction of this Agreement.

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

1.2.4. 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.

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

between the Parties initialed 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).

1.2.6. 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.

1.2.7. Any word or phrase defined in the body of this Agreement as opposed to being defined
in Clause 1.1 shall bear the same meaning as defined under the relevant applicable
statutes/ legislation, unless the contrary is expressly stated or the contrary clearly
appears from the context.

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

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 1.2.9. All approvals and / or consents to be granted by the Parties under this Agreement shall
be deemed to mean approvals and / or consents in writing. 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.

1.2.10. Any reference to “writing” shall include printing, typing, lithography and other
means of reproducing words in visible form, but excluding text messaging via
mobile / smart phones or electronic mails.

1.2.11. 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.

1.2.12. 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 Indian Rupees.

2. PURPOSE

2.1. The Parties intend to form and incorporate the JV Company by entering into requisite deeds,
agreements, contracts including but not limited to, this Agreement for the Purpose, and that
the Parties hereto agree and confirm that they shall execute all such documents and do such
deeds, as may be necessary under the applicable Law to have the JV Company duly formed
and registered.

2.2. The object of the JV Company will be and shall remain to undertake and engage in the
Purpose or as may be determined by the board of directors from time to time and such other
activities as may be desirable and proper in furtherance thereof, subject to applicable law.

2.3. Each Party hereby agrees and undertakes towards the other Party and to the benefit of the JV
Company:

2.3.1. To perform and act in accordance with the terms of this Agreement, the Memorandum
of Association and all other agreements between the Parties governing their
relationship inter se; and,

2.3.2. To ensure that every person is, for the time being, representing themselves in the
capacity as a Shareholder, they will exercise any power to vote or cause the power to
vote to be exercised, at any meeting of the Shareholders so as to enable the approval
of any and every resolution necessary or desirable to ensure that the affairs of the JV
Company are conducted in accordance with and otherwise to give full effect to this

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 Agreement, and likewise so as to ensure that no resolution is passed which is not in
accordance with such provisions.

2.4. The Parties acknowledge that the broad parameters for the conduct of the Business are to
implement the Business in a smooth and timely manner, which: (i) minimizes the regulatory
risks; (ii) achieves maximum flexibility in terms of financing the requirements of the JV
Company, operations of the JV Company; (iii) maximizes tax efficiency; and (iv) enables
scalability of the Business operations of the JV Company.

3. CAPITAL CONTRIBUTIONS

3.1. The equity participation of QP and SE in the paid-up share capital of the JV Company would
be as follows:
QP: 51%
SE: 49%

3.2. The JV Company may increase its authorized capital, paid-up capital and may also induct
other shareholders to meet strategic and other financial needs of the business of the Company
with the prior written consent of the Parties.

3.3. The JV Company shall be capitalised on a day as may be mutually decided by the Parties,
and on such day, the Parties shall pay or shall cause payment of the full amount of the shares
in the proportion specified under Clause 3.1.

[Note: Please confirm if any conditions precedent to closing has to be included in this Agreement.]

4. BUSINESS

4.1. The Parties acknowledge and agree that unless agreed upon otherwise, the business of the
JV Company shall be the research, development, marketing, leasing, and maintaining energy
efficient electric vehicles (“EV”), including electric rickshaws, and engaging with such other
persons or entities as may be considered appropriate and necessary by the Board, in addition
to the objectives/ purposes contained and listed out in the Memorandum of Association of
the JV Company, as and when it is constituted (collectively, the “Business”).

4.2. Subject to the provisions of this Agreement and the applicable laws, the Parties understand
and agree that the JV Company shall use all reasonable and proper means to achieve its
Business objectives.

4.3. Subject to compliance with the provisions of this Agreement, the Parties shall cause the
Board to approve and adopt the Business Plan prior to commencement of each financial year,
and any subsequent change/s to the Business Plan may be effected only in accordance with
the provision of this Agreement. In the event the Board fails to approve the draft business
plan for any financial year, the Business Plan of .the previous financial year shall continue

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 to apply (with such amendments as may be approved by the Board) until such time as the
Board has agreed and approved changes to the draft business plan.

4.4. Details in respect of the JV Company’s bank accounts, funds and other assets shall be
properly entered in its books and records, and such records shall be open for inspection by
each Shareholder or by its duly authorized representatives at all times during normal business
hours and with sufficient notice so as not to disrupt the JV Company's operations.

4.5. All of the JV Company’s transactions shall be authorized in accordance with the applicable
laws and this Agreement, and shall be accurately documented in the JV Company’s books
and records.

5. CONTRIBUTION AND ROLES

5.1. In consideration for the allocation of 51% shares in the JV Company, QP agrees to (i) deposit
the capital contribution as stated in Clause 3.1; (ii) make best efforts to effectively make
available the following to the JV Company (collectively, the “QP Deliverables”):

5.1.1. Management of Business of the JV Company to achieve the Purpose.

5.1.2. It’s networking contacts and marketing resources in India with regard to creating
opportunities for the Business.

5.1.3. Its expertise in financial evaluation, management and analysis of the Business.

5.1.4. It shall endeavour, on a best efforts basis, but shall not be obligated, to arrange for
financial support and assistance with banking facilities required and desirable for
carrying out of the Business by the JV Company.

5.1.5. Requisite manpower and operational expertise for development of the Business in the
JV Company. [Note: Please confirm if this is acceptable to QP.]

5.2. In consideration for the allocation of 49% Shares, SE agrees to (i) deposit the capital
contribution as stated in Clause 3.1; (ii) make best efforts to effectively make available the
following to the JV Company (collectively, the “SE Deliverables”):

5.2.1. Its experience, knowledge, know-how, technical expertise, skills and intellectual
capital in relation to the Business.

5.2.2. Coordination and liaison with the local and Government authorities, obtaining
necessary licenses, approvals or permits which are necessary for the effective
operation of the business and to maintain the same during the subsistence of the JV
Company.

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 5.2.3. Generate leads in the market for carrying out the Business and be responsible for
overall operation of the Business.

5.2.4. Provide technical assistance in evaluating & measuring energy efficiency of the EVs.

5.2.5. Prepare a concise project report before presenting a deal for approval before the Board
of the JV Company.

5.2.6. Provide all necessary support and assistance as may be required for raising of debt by
the JV Company.

6. MANAGEMENT AND ADMINISTRATION OF THE JV COMPANY

Each Shareholder shall take all such steps and do all such acts and things as may be necessary
or desirable, including, without limitation, exercising all voting and other rights and powers
of control available to it, in relation to the JV Company so as to procure (insofar as it is able
to do so by the exercise of those rights and powers) that at all times, during the term of this
Agreement: (i) the JV Company is managed in accordance with the objectives and provisions
of this Agreement, the applicable Laws and the Memorandum of Association; and, (ii) the
intended purpose of this Agreement is duly implemented and commercial efficacy to its
terms duly conferred. It being understood that at all times, QP shall be in effective control of
the management over the JV Company.

6.1. General Meetings

6.1.1. Frequency. A meeting of the Shareholders (“General Meeting”) shall be held

annually. Each Shareholder has the right to attend the General Meeting, and by a
written power of attorney, the Shareholder may appoint another person, other than the
General Manager, to represent such Shareholder in the meeting.

6.1.2. Notice. A General Meeting shall be convened by giving at least twenty-one (21) days’
advance notice of such meeting in writing to each Shareholder within four (4) months
after the expiration of the financial year of the JV Company. Such notice requirement
may be waived in relation to any meeting if all Shareholders agree to shorten the notice
period in respect of such meeting or attend such meeting without objection. No
General Meeting shall be convened otherwise than in accordance with this Agreement
and the Articles of Association of the JV Company.

6.1.3. EGM. In addition to the annual general meeting, an extra-ordinary general meeting
may be convened at the instance of the Board or any Shareholder holding not less than
[51%] of the share capital in the JV Company.

6.1.4. Quorum. No General Meeting of the JV Company shall be held without a quorum
being present at the time the meeting proceeds to business, and throughout such

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 meeting. Such quorum of Shareholders for the General Meeting of the JV Company
shall be in accordance with applicable law.

6.2. Board of Directors

6.2.1. The Board of Directors (“Board”) shall initially consist of 3 (three) directors.

6.2.2. QP shall be entitled to appoint two (2) persons as Directors on the Board. The initial
Directors shall be nominated by QP at the first General Meeting. QP shall be entitled
at any time and for any reason to remove and replace any Director appointed pursuant
to this Clause 6.2.1.

6.2.3. SE shall be entitled to nominate and appoint one (1) person as Director on the Board.
The initial Director shall be nominated by SE at the first General Meeting. SE shall be
entitled at any time and for any reason to remove and replace any Director appointed
pursuant to this Clause 6.2.3.

6.2.4. All powers of the JV Company shall be exercised by or under the authority of, and the
business and affairs of the JV Company shall be managed under the direction of the
Board, subject to any limitation set forth in the Articles of Association.

6.2.5. Each Party agrees to replace any Director which it has nominated and appointed in the
event that such Director:

(i) Dies;

(ii) Becomes incapable through accident or illness of discharging his obligations as

a member of the Board;

(iii) Becomes bankrupt or otherwise incapable of settling his personal debts; or

(iv) Is convicted in India or elsewhere of any serious criminal offence.

6.2.6. Any appointment or removal of Directors pursuant to Clause 6.2.2, 6.2.3 and 6.2.4
shall be made by notice in writing to the JV Company by the relevant Party at its
registered address to take effect as indicated in the said notice. Upon receipt of any
such notice, the JV Company shall send a copy of such notice to the other Party.

6.3. Board Meetings

6.3.1. Frequency. Board Meetings shall be held at least once every calendar quarter and there
shall be at least four (4) Board Meetings in each calendar year, unless otherwise agreed
upon by the Board, and may be called by any director.

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 6.3.2. Location. All Board Meetings shall be held at a place mutually agreed between the
Directors, and at all times, subject to applicable law.

6.3.3. Notice. Unless otherwise agreed by all the Directors in writing for a shorter period,
seven (7) Business Days’ notice shall be given to each of the Directors of all Board
Meetings. The notice convening a Board Meeting shall include an agenda specifying
in reasonable detail the matters to be discussed, together with any relevant papers for
discussion at such meeting. If sent to an address outside the India, all such documents
shall be sent by courier and telefax.

6.3.4. Quorum. The quorum for the transaction of business at meetings of the Directors shall
be two (2) Directors. If a quorum is not present within one (1) hour of the time
specified for a Board meeting, the meeting shall be adjourned to a date and time seven
(7) days after the date of the original meeting and at the same place as the original
meeting by a clear seven (7) days’ written notice to all Directors. At the adjourned
meeting, subject to the Articles of Association and applicable law, any two (2)
Directors shall constitute a quorum for purposes of the adjourned meeting

6.3.5. Mode. Subject to applicable Law, Directors may attend the Board Meetings through
video conferencing or other audio-visual means, and such presence by directors shall
be counted for the purpose of quorum in accordance with applicable law.

6.3.6. Vote. Each Director shall have one (1) vote. Decisions by the Board, whether taken at
a meeting of the Board or through circulation, shall be decided by simple majority
vote. Each Director may exercise only one (1) vote at any Board meeting.

6.3.7. Minutes. A written resolution circulated to all the directors and approved by such
number of the Directors as is required to approve any resolution of the Board as
mentioned hereinbefore, shall (subject to compliance with the relevant requirements
under the applicable laws) be as valid and effective as a resolution duly passed at a
meeting of the Board called and held in accordance with the clauses herein, provided
that it has been circulated in draft form, together with the relevant papers, if any, to all
the Directors.

6.4. Chief Executive Officer and Chief Financial Officer

6.4.1. The Chief Executive Officer (“CEO”) shall be appointed by the Board. The first CEO
shall be appointed for a period as may be decided by the Board.

6.4.2. The Chief Financial Officer (“CFO”) shall be appointed by QP. The first CFO shall
be appointed for a period as may be decided by QP.

6.4.3. Each of the CEO and CFO shall have such rights, powers, and authorities to act on
behalf of JV Company in in accordance with directions and instructions provided by

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 the Board, from time to time, including but not limited to, by way of power of attorney
granted by the Board in this regard.

6.4.4. The CEO shall use his best efforts and endeavors to give priority to the services
provided for the JV Company and shall ensure that they fulfill their obligations
pursuant to the terms and conditions of this Agreement.

6.4.5. The CEO shall submit a quarterly report to the Board on the business of the JV
Company in a format specified by the Board.

7. DEADLOCK

7.1. The Parties shall use their best endeavors to amicably solve whatever controversy may arise
between them at any meeting. Notwithstanding the above effort, should any resolution be
unable to be passed, then a deadlock is deemed to have arisen (“Deadlock”).

7.2. In the event the Parties are unable to resolve the dispute within [one (1) month] from the date
the Deadlock has arisen the matter would be referred to an independent reviewer appointed
by the Parties in writing (“Independent Reviewer”) for his decision. The decision taken by
the Independent Reviewer shall be final and binding on the Parties. Such decision of the
Independent Reviewer shall be deemed to be resolution of the JV Company and shall be
recorded in the minute book of the JV Company.

7.3. Pursuant to the decision of the Independent Reviewer and notwithstanding anything
contained herein, a meeting of the Parties shall be called at a short notice (not being later
than [three (3)] Business Days after the decision of the Independent Reviewer) and pass the
resolution which was the subject of Deadlock in accordance with the decision of the
Independent Reviewer. In particular, the Parties agree and covenant that in that meeting, they
shall cast their votes in a manner so as to give effect to the resolution of the Independent
Reviewer.

7.4. The Parties shall take all necessary steps to ensure that the day-to-day functioning of the JV
Company is not affected during the period that the Deadlock exists.

[Note: Kindly confirm the timelines provided in Clause 7.2 and 7.3.]

8. FINANCING AND RELATED MATTERS

8.1. The Parties acknowledge and agree that the JV Company shall receive financial support from
financial entities including the World Bank through the Small Industries Development Bank
of India (“SIDBI”), as part of the “Partial Risk Sharing Facility for Energy Efficiency”
project implemented by SIDBI for the purpose of providing loans to an Energy Savings
Company for an energy efficiency project. Given that the Business would be primarily
focused on improving and enhancing the energy efficiency of EV, the JV Company would

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 endeavour and comply with all necessary conditions as may be required to obtain and
maintain any funding obligations or guarantees received in the manner and for the purpose
specified in this Clause.

8.2. If the JV Company requires additional finance, the JV Company shall endeavor to obtain
such finance from external financiers on the best terms which could reasonably be expected
to be obtained in the open market, and the JV Company may borrow funds for its business
financial requirements upon and in accordance with resolution of the Board from financial
institutions. It is further clarified for the avoidance of doubt that any financial arrangements
or assistance or borrowings from any external lenders are for the operation and Business of
the JV Company and that each of the Shareholders (to the extent applicable) is liable and
responsible for the satisfaction of terms and conditions of such financial arrangements,
assistance or borrowings, as the case maybe.

8.3. The Board may, in appropriate circumstances, seek further finance from the Parties. The
Parties are not obligated to provide any further finance unless the Board agrees on the amount
and method of providing such finance, and the security, guarantee, etc. necessary to avail
such financing.

8.4. The Parties hereby agree that the JV Company shall open Account/s with a bank as may be
specified by QP (“JV Account/s”) and all the payments and/ or receivables/ cash-flows
accrued to/ received by the JV Company shall be deposited in the said JV Account/s. The
Parties hereby further agree that all the rights and authorities in connection with the said JV
Account/s shall be entrusted with the CEO or the CFO, and/or authorized representatives of
QP.

9. ISSUE OF FURTHER SHARES

9.1. Subject to applicable law, any further shares shall be issued by the JV Company in proportion
to their then-existing shareholding percentage, and any such further issue of shares shall be
effected in accordance with provisions under the applicable law.

9.2. No Shareholder shall be entitled to renounce any equity shares offered to it in favour of any
other person whatsoever, except to its Affiliates having executed a deed of adherence to be
governed by the terms and conditions of this Agreement, except as expressly provided herein
and/or any other agreement/s entered into between the Shareholders.

10. TRANSFER RESTRICTIONS

A Transfer of any Share in the JV Company shall be on the following conditions:

10.1. Except in case of Permitted Transfers (as defined below), for a period of 2 (two) years
beginning the Effective Date (“Lock-In Period”), shares held by the Parties in the JV
Company may be transferred to any third party only with a prior consent from the non-

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 transferring Shareholder. However, a Party shall be entitled, at any time to sell all (and not
less than all) its shares in accordance with the applicable Laws, and in terms of the provisions
appearing hereinafter in this Agreement. For purposes of this Clause, a “Permitted
Transfer” shall mean a Transfer of Shares by a Party to its Affiliates.

10.2. Upon the expiry of the Lock-In Period, if one of the Parties intends to Transfer all (and not
less than all) its shares in the JV Company to a person who is not a Shareholder, the
Shareholder must notify the other Shareholder(s) in writing of the terms and the price of
transfer. Any Shareholder may apply to acquire the Shares at that price. If within thirty (30)
calendar days of the date of notice, none of the Shareholders exercise their right to acquire
the shares, the Party shall be free to dispose of his shares at a price not less than what was
notified to the other Shareholders. If more than one Shareholder exercises the right to acquire
the shares, the shares to be sold shall be divided between them in proportion to the number
of shares which each of them holds in the JV Company.

10.3. All transfer of shares pursuant to this Agreement shall be made on the terms that those shares:

10.3.1. are transferred free and clear from all encumbrances; and

10.3.2. are transferred with the benefit of all rights and obligations attaching to them as on
the date that the obligation to make a transfer arises.

10.4. The Parties shall ensure that the JV Company obtains all necessary government approvals
and makes all filings with the competent authorities as may be required under the applicable
law in relation to the transfer of the shares.

10.5. Any transfer of share in accordance with this Agreement to a person who is not already a
Shareholder, shall require the transferee, as a condition of the Transfer, to execute a deed in
the form of the Deed of Adherence, attached hereto in Schedule A (“Deed of Adherence”),
confirming to the other Shareholders that it shall be bound by this Agreement as a
Shareholder in respect of each share transferred, and this Agreement shall be amended
accordingly.

10.6. Any transfer of shares other than strictly in accordance with the provisions hereof shall be
void and shall not be registered by the JV Company.

11. DEFAULT

11.1. If a Shareholder or any of its Affiliates commits a material breach of its obligations under
this Agreement (the “Defaulting Party”), then the other Shareholder (the “Non-Defaulting
Party”) may serve notice of thirty (30) days (a “Default Notice”) on the Defaulting Party
referring to this clause, specifying the nature of the material breach and requiring that it be
remedied.

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11.2. If the Defaulting Party fails to remedy the material breach within such thirty (30) Business
Days of receipt of the Default Notice, the Non-Defaulting Party may elect to:

11.2.1. Terminate this Agreement with immediate effect; or

11.2.2. Issue a notice to the Defaulting Party requiring it to sell its Shares to the Non-
Defaulting Shareholder or to their nominee at 80% of the FMV (as defined below)
(“Default Put Price”); or

11.2.3. Issue a notice to the Defaulting Party requiring it to buy the Non-Defaulting
Shareholder’s Shares at 120% of the FMV (as defined below) (“Default Call
Price”).

Provided that, nothing in this Clause 11.2 requires the Shareholders to transfer
shares in contravention of the foreign ownership restrictions in respect to shares
according to the law so long as they continue in force.

11.3. Should the Non-Defaulting Party elect to enforce Clause 11.2.1 above, the Shareholders must
resolve unanimously, no later than fifteen (15) Business Days after the expiry of the period
referred to in Clause 11.2 above, to liquidate the JV Company and to appoint a liquidator for
the assets and on-going concern of the JV Company. Should the Shareholders not agree to
the appointment of a liquidator, the auditors of the JV Company will nominate a liquidator
and the Shareholders must resolve unanimously the appointment of such liquidator.

11.4. For the purposes of this Clause 11 , the “Default Price” shall be the Fair Market value
(“FMV”) determined as follows:

“The FMV per Share shall be determined as of the date of the notice for determination of
FMV issued by any Shareholder under this Agreement, as follows:

11.4.1. Notwithstanding anything contained in this Agreement, the Shareholders may

determine the FMV per Share by mutual agreement.

11.4.2. Provided that where the Shareholders cannot mutually agree on the FMV, the
Shareholders may mutually agree upon an Independent Financial Advisor to
determine the FMV.

11.4.3. Where the Shareholders cannot mutually agree on: (i) the FMV; or, (ii) an
Independent Financial Advisor to determine the FMV, each Shareholder shall
appoint an Independent Financial Advisor to determine the FMV per Share (each
a “Shareholder Valuer” and collectively the “Shareholder Valuers”), who shall
each provide their determination of the value per Share.

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 (i) If the difference between the values determined by the Shareholder Valuers
is within a price band of 20% of the lower of the two values, then the FMV
shall be the average of the two values.

(ii) If the difference between the values determined by the Valuers exceeds 20%
of the lower of the two values, then the Shareholders shall agree to jointly
appoint a third Independent Financial Advisor (the “Final Valuer”) whose
determination of the FMV shall be final and binding on the Parties. Provided
that, if the Shareholders do not agree on the identity of the Final Valuer,
either Shareholder may ask any of the ‘Big Four’ accounting firms to appoint
the Final Valuer whose decision shall be final and binding upon the Parties.

11.4.4. The JV Company and the Shareholders shall provide the Independent Financial
Advisors (who are determining the Fair Market Value) with all data and
information reasonably required by such Independent Financial Advisors for the
purposes of making their determination and such Independent Financial Advisors
shall take note of the following valuation principles agreed between the
Shareholders:

(i) Discounted cash flow assuming a realistic future growth;

(ii) Trading multiples for comparable companies including price to book and
price-earning ratio; and,

(iii) Commonly used valuation multiples of comparable transactions.

Provided that, where the determination of FMV is for the purposes of determining the
price of the put /call option set out in this Agreement, the FMV should be calculated
after taking into account that such multiple shall include the appropriate control
premium. Provided further, that, the pricing of Shares in any issuance of the JV
Company’s Shares in accordance with the terms herein or the applicable Law shall not
constitute a benchmark for determination of FMV.

11.4.5. Save as provided in this Agreement or as may be mutually agreed between the
Parties, all costs and expenses incurred for determination of the FMV in terms
hereof shall be borne by the Defaulting Party.”

11.5. For purposes of this Clause 11, the following shall constitute a ‘material breach’ of this
Agreement:

11.5.1. Any breach attributable to the conduct of or omission to fulfill its respective
obligations by a Party and is having a significant financial impact on the other Party
and/ or the JV Company’s Business or prospects thereof, provided that notice of

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 such material breach shall have been given to the Party in breach (and copied to
the other Party and to the JV Company), and such breach shall remain un-remedied
for thirty (30) days after the date on which such notice is deemed to have been
received;

11.5.2. A Transfer or attempted Transfer, by a Shareholder, of its shares in the JV

Company in violation of the terms of this Agreement;

11.5.3. Any of the representations or warranties set forth in this Agreement being untrue
at any time whilst this Agreement remains in force.

11.5.4. Any Party (or its agents, employees or representatives) having committed fraud,
malfeasance, gross negligence, willful misconduct, theft or embezzlement having
material impact on Business of the JV Company.

11.5.5. Any insolvency event having occurred with any Party.

11.5.6. Any Party being in material breach in any other contract/ agreement, which has a
material impact on Business of the JV Company.

12. TERM AND TERMINATION

12.1. This Agreement shall become effective on the date of execution hereof and shall continue to
be in force till such time it is terminated pursuant to the terms and conditions set out herein.

12.2. Termination for Cause. This Agreement shall terminate without any necessity of any further
action: (a) against all Parties on the dissolution of the JV Company; or, (b) unless otherwise
agreed by the Parties, with respect to any Party, from the time such Party ceases to be a
Shareholder for any reason whatsoever. Provided that, in case a Party ceases to be a
Shareholder pursuant to a transfer of its shares in accordance with this Agreement to any
Affiliate but even after ceasing to be a Shareholder has rights and/or obligations under this
Agreement, then such Party shall continue to be bound by this Agreement even after so
ceasing to be a Shareholder only for the purpose of exercise of such rights and/or discharge
of such obligations.

12.3. Effect of Termination. Upon termination of this Agreement against a Party, such Party shall
be relieved and discharged from all liabilities, obligations or claims under this Agreement,
except for such rights, obligations and liabilities of such Party which have accrued under this
Agreement prior to termination or such obligations which by their nature or pursuant to this
Agreement survive termination.

13. REPRESENTATIONS AND WARRANTIES

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13.1. Each Party hereby represents and warrants to, where applicable, and covenants with the other
Party, as follows:

13.1.1. It is duly organized and is validly existing under the laws of the jurisdiction of its
incorporation;

13.1.2. It has full power and authority to execute and deliver this Agreement and the
execution of this Agreement will be valid and binding upon itself;

13.1.3. All approvals, filings, consents and authorizations required by it to execute and
deliver this Agreement have been obtained and are valid;

13.1.4. The execution and delivery of, or the performance of obligations under, this
Agreement do not and will not at any time violate or conflict with any: (i)
applicable law; (ii) provision of its incorporation documents; or (iii) agreement,
contract, promise, covenant, undertaking, representation or warranty, applicable to
or made by it;

13.1.5. This Agreement constitutes legal, valid and binding obligations of such Party,
enforceable in accordance with its terms;

13.1.6. The officer(s) executing this Agreement on behalf of any Party has all the requisite
power and authority to execute and deliver this Agreement on its behalf, and
has/have complied with all relevant procedural requirements relating to such
execution; and

13.1.7. Each of the representations and warranties given by such Party in this Agreement
are true and correct.

14. CONFIDENTIALITY

14.1. Unless otherwise agreed, this Clause applies to:

14.1.1. All information of a confidential nature and clearly identified as confidential that
is disclosed (whether in writing, verbally or by any other means and whether
directly or indirectly) by one Party to one of the other Parties whether before or
after the date of this Agreement;

14.1.2. Any information concerning the business affairs of one Party or other information
confidential to that Party which one of the other Parties learns as a result of the
relationship between the Parties pursuant to this Agreement; and

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 14.1.3. Any information, discussion, arguments or information in any form relating to an
existing or potential dispute between the Shareholders whether the same has been
settled amicably or remain unsettled;

Including any information relating to any Party’s products, operations, processes, plans or
intentions, product information, know-how, design rights, trade secrets, market opportunities
and business affairs (together “Confidential Information”).

14.2. In this clause, in relation to a particular item of Confidential Information:

14.2.1. The “Disclosing Party” means the party by whom (or on whose behalf) that
Confidential Information is disclosed or (where there is no such disclosure) the
party to whom the Confidential Information relates, or to whom the Confidential
Information is proprietary or who otherwise desires that the confidentiality of the
Confidential Information is respected; and

14.2.2. The “Receiving Party” means the other party.

14.3. During the term of this Agreement and after termination of this Agreement for any reason
whatsoever, the Receiving Party shall:

14.3.1. Keep the Confidential Information confidential;

14.3.2. Not disclose the Confidential Information to any other person other than with the
prior written consent of the Disclosing Party or in accordance with this Clause 14;
and,

14.3.3. Not use the Confidential Information for any purpose other than the performance
of its obligations and the exercise of its rights under this Agreement.

14.4. Notwithstanding the provisions of Clause 14.3, the Receiving Party may disclose
Confidential Information as follows:

14.4.1. To its professional advisers, to and to potential transferees of its Shares (each, a
“Recipient”) providing the Receiving Party ensures that each Recipient is made
aware of and complies with all the Receiving Party’s obligations of confidentiality
under this Agreement as if the Recipient was a party to this Agreement; and

14.4.2. To other parties to this Agreement and to their Affiliates, and where disclosure is
required by Law, by any court of competent jurisdiction or by any appropriate
regulatory body.

14.5. This Clause 14 shall not apply to any Confidential Information which:

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 14.5.1. Is at the date of this Agreement or at a later date comes into the public domain
other than through breach of this Agreement by the Receiving Party or any
Recipient;

14.5.2. Was known by the Receiving Party before receipt from (or on behalf of) the
Disclosing Party (or, as appropriate, before the Receiving Party learnt of the same
pursuant to this Agreement) and which had not previously been obtained under an
obligation of confidence; or

14.5.3. Subsequently comes lawfully into the Receiving Party’s possession from an
external party, free of any obligation of confidence.

15. INTELLECTUAL PROPERTY

15.1. The JV Company shall hold all rights, titles and interests in and to any data, analyses,
research, studies, presentations, proposals, and all necessary intellectual property rights,
including without limitation, all applicable patents, trademarks, trade dresses, designs,
copyright, trade dress or trade secret, of any nature whatsoever, developed by the Parties
(either individually or jointly) for the Purpose or for the Business of the JV Company.

15.2. Notwithstanding anything to the contrary, any data or information generated or collected
during the ordinary course of business of the JV Company shall belong to the JV Company
and shall for all intent and purpose, be qualified as proprietary data belonging to the JV
company.

[Note: Kindly confirm if this clause is acceptable.]

16. NON-COMPETE; EXCLUSIVITY

16.1. Non-Compete. SE agrees that it shall not, directly or indirectly, during the term of this
Agreement and for a period of two (2) years after its cessation as a Shareholder of the JV
Company, owing to any reason/s whatsoever: (i) own, manage, operate, control or be
connected in any manner with the ownership, management, operation or control of any
person or entity that engages in a business that is competitive with the business of the JV
Company, and (ii) engage in any activity that is in competition with the Business. For the
purpose of this paragraph, the word “Competitive” or “Competition” refers to any activity
involving the main objects of the JV Company.

16.2. Exclusivity. SE shall be obligated to refer and direct any prospective matter, business or
transaction that is or is likely to further, augment and/or improve the Business, and shall refer
such matters, business, or transactions to the JV Company. If the JV Company refuses to
take up the transaction referred by SE, then SE may carry out the transaction with any other
party. However, it is clarified that SE shall not conduct any Business, whether directly or
indirectly, in any manner whatsoever without proposing it first to JV Company.

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16.3. The Parties agree that the investments made by the Parties in the Company to be adequate
consideration for the covenants set forth in this Clause 15, and such covenants are no more
extensive than is reasonable to protect the interests of the Parties and to protect the Business
and operational viability of the Company.

17. GENERAL

17.1. Each of the Shareholders shall exercise his or its respective voting rights as Shareholders in
the JV Company and all other means at his or its disposal to ensure that the provisions of this
Agreement are duly performed by them and, as relate to the JV Company, by the JV
Company when so incorporated.

17.2. Except where this Agreement provides otherwise, each Party shall pay its own costs relating
to or in connection with the negotiation, preparation, execution and performance by it of this
Agreement and of each agreement or document entered into pursuant to this Agreement and
the transactions contemplated by this Agreement.

17.3. No variation of this Agreement or any agreement or document entered into pursuant to this
Agreement shall be valid unless it is in writing and signed by or on behalf of each of the
Parties.

17.4. This Agreement contains the entire agreement between the Shareholders and supersedes all
prior agreements or understandings between them in relation to matters captured herein.

17.5. No delay, indulgence or omission in exercising any right, power or remedy provided by this
Agreement or by law shall operate to impair or be construed as a waiver of such right, power
or remedy or of any other right, power or remedy.

17.6. No single or partial exercise or non-exercise of any right, power or remedy provided by this
Agreement or by law shall preclude any other or further exercise of such right, power or
remedy or of any other right, power or remedy.

17.7. The rights, powers and remedies provided by this Agreement are cumulative and are not
exclusive of any rights, powers and remedies provided by law.

17.8. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the
law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability
of any other provision of this Agreement.

17.9. The terms and provisions of this Agreement are intended solely for the benefit of each
Shareholder and their respective successors or permitted assigns, and it is not the intention
of the Shareholders hereto to confer third-party beneficiary rights upon any other person.

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17.10. The Parties shall use their best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary or desirable under applicable laws and regulations to
consummate or implement expeditiously the transactions contemplated by, and the
agreements and understanding contained in this Agreement.

17.11. Nothing in this Agreement is intended to authorize any Party to act as agent for any other,
and no Party shall have authority to act in the name or on behalf of or otherwise to bind any
other in any way (including but not limited to the making of any representation or warranty,
the assumption of any obligation or liability and the exercise of any right or power).

18. NOTICES

18.1. Any notice and other communications given under this Agreement shall be in writing and
shall be served by delivering it personally or sending it by registered post, return receipt
requested, or fax to the address and for the attention of the relevant Party set out in Clause
18 (or as otherwise notified by that Party hereunder). Any such notice shall be deemed to
have been received:

18.1.1. If delivered personally, at the time of delivery;

18.1.2. In the case of registered post, 7 days from the date of posting; or

18.1.3. In the case of fax, at the time of transmission.

Provided that if deemed receipt occurs before 9 am on a Business Day the notice shall
be deemed to have been received at 9 am on that day, and if deemed receipt occurs
after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall
be deemed to have been received at 9 am on the next Business Day.

18.2. The contact details of the Parties for the purposes of this Clause 18 are: [ Note: Please include
the necessary details.]

QP

Name: [insert name]

Address: [insert address]
Fax: [insert fax number]
Telephone: [insert phone number]
E-mail: [insert email address]

SE

Name: [insert name]

Address: [insert address]

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 Fax: [insert fax number]
Telephone: [insert phone number]
E-mail: [insert email address]

19. INDEMNITY

The Defaulting Party shall defend, indemnify and hold harmless the other Party from and
against all claims, damages, judgements, fines, demands, actions, suits, losses, costs and
expenses (including court costs and experts’ and attorneys’ fees) which arise out of or result
directly from any act, omission, conduct (including intentional, willful and wanton or that
supporting a claim for strict liability), negligence or default by the Defaulting Party.

20. FURTHER ASSURANCES

The Parties hereto shall, with reasonable diligence, do all such things, take all such actions
and provide all such reasonable assurances as may be required to consummate the
transactions contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably necessary or
desirable to effect the purpose of this Agreement and carry out its provisions.

21. COUNTERPARTS

This Agreement may be executed in one or more counterparts, and by the Parties on separate
counterparts, but shall not be effective until each Party has executed at least one counterpart
and each such counterpart shall constitute an original of this Agreement but all the
counterparts shall together constitute one and the same instrument.

22. GOVERNING LAW: DISPUTE RESOLUTION

22.1. This Agreement shall be governed by and construed in accordance with the laws of the
Republic of India.

22.2. Any dispute or difference arising out of or in connection with this Agreement shall be settled
by reference to arbitration by an arbitral tribunal consisting of a sole arbitrator appointed
mutually by the Parties and in accordance with the Arbitration and Conciliation Act, 1996
(“Arbitration Act”). In the event the Parties are unable to agree on a sole arbitrator within
30 (thirty) days from the date on which one of the Parties sent a notice invoking this dispute
resolution clause, then the matter shall be referred to the appropriate court in accordance with
the Arbitration Act.

22.3. The Venue of Arbitration shall be Delhi.

22.4. The Arbitration proceedings shall be conducted in English Language.

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22.5. The Arbitrator shall not have any power to grant an award for any exemplary, consequential,
or punitive damages or indirect costs or expenses or loss of profits except to the extent
expressly provided in this Agreement.

[Signature page follows]

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In witness whereof the parties hereunto have set the hands hereunder on the date mentioned in the
preamble of the agreement.

For QP For SE

____________________ ____________________
Authorised Signatory Authorised Signatory

Name: Name:
Designation: Designation:

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 Schedule A
Deed of Adherence

[to be finalized]

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