THIS AGREEMENT is made the day of , BETWEEN (1) ABC, a company organised in ___________ under the laws of ____________and

having its principal office, at ________________ (hereinafter referred to as "ABC" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the One Part; and (2) DEF, a company organised and existing under the laws of _______ and having its registered office at ______________ (hereinafter referred to as "DEF" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the Other Part; (The expressions "ABC" and "DEF" are collectively referred to as the "Parties" and any of them singly as "Party"). WHEREAS A. ABC is, inter alia, engaged in the business of ______________________. B. DEF is, inter alia, engaged in the business of _________________. C. ABC and DEF propose entering into a joint venture to carry on the business of ______________________ through the medium of a joint venture company (COMPANY). D. The Company shall be legally formed in a manner consistent with the applicable provisions of the Indian Companies Act and shall be equallyowned by ABC and DEF. E. Following the above, the Parties now wish to set out their definitive and binding agreement for their participation in and to determine their relationship with each other as Shareholders and certain aspects of the affairs of and their dealings with the Company. NOW IT IS HEREBY AGREED as follows:ARTICLE - I: DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires, the following expression shall have the meaning hereinafter assigned to them:"Act" means the Indian Companies Act, 1956 as amended from time to time pursuant to which the Company will be incorporated and shall include any statutory modifications or re-enactment of laws governing companies in India.

"Agreement" means this Agreement and all Appendices hereto and amendments thereto made specifically in writing and signed by the authorised representatives of the Parties in accordance with the provisions contained in this behalf hereunder. "Agreed Proportions" means the proportions in which the percentages bear in the Share Capital of the Company to be subscribed by the Parties in accordance with Clause 4.2. "Affiliate" means in relation to ABC, a person approved in writing by DEF, and in relation to DEF, a person approved in writing by ABC. "Annual Budget" means the annual budget for each fiscal year of the Company to be prepared pursuant to and in accordance with Article II. "Associates" means in respect of any Party, its Controlled Nominees or holding company or subsidiaries. "Auditors" means the independent statutory auditors of the Company for the time being. "Board" means Board of Directors of the Company as constituted from time to time. "Business" means the business of the Company referred to in Article III. "Business Plan" means the rolling three year business plans of the Company to be prepared pursuant to Article XI. "CEO" means the Chief Executive Officer of the Company by whatever name called whether or not a member of the Board. "CFO" means the Chief Financial Officer of the Company by whatever name called whether or not a member of the Board. "Controlled Nominee" means (1) in relation to ABC, any corporation in which it beneficially owns and controls directly or through any one or more of its wholly owned subsidiaries more than half of the voting power of such corporation or is in control of its management, and (2) in relation to DEF, a corporation in which it, directly or indirectly through or together with its Associates, nominees or subsidiaries jointly or severally holds or controls not less than half of the voting power of such corporation or is directly or indirectly in control of the board of directors of such corporation or is in control of its management and shall include bodies corporate listed in Appendix 'A' hereto. Confidential Information means any data or information, oral or written, in any medium that relates to any Partys (or if any Party is bound to protect the

confidentiality of any third partys information, such third partys) past, present, or future research, development, business activities, including any unannounced product(s) and service(s), and including any information relating to services, developments, inventions, processes, plans, documentation, financial information, customer and distributor lists, forecasts and projections Confidential and Information shall also include the terms of this Agreement. "Debt' means all forms of long term borrowings (i.e. borrowings maturing after one year) from and credit extended by sources other than the Shareholders for a period exceeding one year. "Directors" means the directors of the Company for the time being and shall include their duly appointed alternates. "Effective Date" means ____________ "Encumbrance" means and includes any interest or equity of any person including without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption or any mortgage, charge, pledge, lien or assignment, or any other encumbrances, priority or security interest or arrangement of whatsoever nature over or in the relevant property. "Equity Capital" means the equity share capital of the Company to be issued and paid up. "Executive Committee" means the committee of the Board appointed pursuant to Clause 6.11. "Group" means in relation to a Party and to the Company, their respective Associates. Lease Agreement means the agreement between ABC or DEF and the Company to provide the land, building, equipment and/or utilities to the Company under a lease arrangement on payment of rentals. "Memorandum and Articles of Association" means the Memorandum and Articles of Association of the Company, and references to "Memorandum of Association" and "Articles of Association" shall mean the Memorandum of Association and Articles of Association respectively of the Company. "Plant" means the manufacturing facility of the Company whether owned by itself or on lease. "Product" means --------------------------------. "Project" means the Business to be established pursuant hereto and to be carried on by and through the Company.

Proprietary Information means all (a) copyrights, copyright registrations and applications, trademark rights including registrations and applications, patent rights, trade names, mask work rights, trade secrets, know-how, trade dress, moral rights, algorithms, rights, goodwill and other intellectual property rights, and improvements, renewals, and extensions thereof, regardless of wherever such rights arise and (b) all derivatives of the foregoing. "Rupees" and the sign "Rs." means the lawful currency of the Republic of India. "Secretary" means the person appointed by the Board holding the office of the secretary of the Company for the time being. "Shareholder" means persons who are registered holders of any Shares for the time being of the Company and shall include the Parties for so long as they hold Shares. "Shareholders' Loans" means the loans for the time being extended by a Shareholder to the Company on terms set out in a written loan agreement between the Shareholder as lender and the Company as borrower, and such other borrowings as may be agreed between the Parties from time to time including by means of the issuance of debentures, bonds, notes, or otherwise of the Company. "Shares" means equity shares of par value of Rs.1O/- each in the issued, subscribed and paid-up Equity Capital of the Company. "Total Equity" means the total Equity Capital, agreed by the Parties to be issued by the Company including convertible bonds, and convertible debentures (whether fully or partially) for the time being of the Company. "Transferee" means any person to whom or which Shares are transferred in a manner as setout in this Agreement and who or which, as a condition to the permitted transfer thereof, agrees in writing to be bound as a Shareholder. 1.2 References to Articles, Clauses, Recitals, Appendices and Schedules are to articles, clauses, recitals, appendices and schedules of and to this Agreement. 1.3 Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or reenactment applied or is capable of applying to any transactions entered into prior to this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced.

1.4 Words importing the singular include the plural, words importing any gender include every gender, and words importing persons include bodies corporate and unincorporate and (in each case) vice versa. 1.5 Words and phrases the definitions of which are contained or referred to in the Companies Act shall be construed as having the meaning thereby attributed to them but excluding any statutory modification thereof not in force on the date of this Agreement. 1.6 Words and phrases the definitions of which are contained or referred to in the Articles of Association shall be construed as having the meaning thereby attributed to them. 1.7 Unless otherwise prohibited by law, if the definition of any words or phrases provided herein conflicts with the definition of said words or phrases contained in the Companies Act or the Articles of Association, the definition provided herein shall control. 1.8 Headings contained in this Agreement are for convenience of reference only and shall not govern the construction or interpretation of this Agreement including any Article, Clause, Recital, Appendix or Schedule hereof. ARTICLE - II: COLLABORATION AND CONDITIONS PRECEDENT

2.1 In consideration of the mutual agreements, covenants and undertakings herein set out, the Parties have granted the rights and accepted the obligations hereinafter appearing. 2.2 Parties agree to collaborate for carrying on the Business in the manner and subject to and on the terms and conditions setout hereinafter. 2.3 ABC undertakes to fulfill all the requirements of the relevant Indian Authorities for equity participation. DEF shall provide ABC with all such information as ABC may require for satisfying the requirements of Indian Authorities. ARTICLE - III: BUSINESS OF THE COMPANY AND ITS CONDUCT 3.1 The Company shall principally carry on the business of ______________. 3.2 The Parties shall at all times respectively endeavour to the best of their ability to promote the Business of the Company. 3.3 The Business of the Company shall at all times be conducted independently from the business of the Parties, but subject thereto, the Company may transact business with any of the Parties, including the purchase of products and services supplied by any of the Parties, provided that such products or services are supplied

on terms mutually agreed between the Parties and are competitive, and only with written consent of the other party per section 13.1.1 hereto. 3.4 Except as ABC and DEF may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement or in the Annual Budget or Business Plan, ABC and DEF shall exercise their powers in relation to the Company so as to ensure that: 3.4.1 the Company carries on and conducts its Business and affairs in a proper and efficient manner and for its own benefit and in accordance with the Business Plan; 3.4.2 save as may be provided in the agreements referred to in Clause 3.5, the Company shall not enter into any agreement or arrangement restricting its competitive freedom to provide and take goods and services by such means and from and to such persons as it may think fit; 3.4.3 the Business of Company shall be carried on pursuant to policies laid down from time to time by the Board; 3.4.4 the Company shall maintain adequate insurance against all risks usually insured against by companies carrying on the same or similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable value; 3.4.5 the Company shall keep books of account and therein make true and fair entries of all its dealings and transactions of and in relation to its business so as to give true and fair view of the business and affairs of the Company; 3.4.6 the Company shall adopt such accounting policies consistent with the Act as may from time to time be generally acceptable in India; 3.4.7 the Company will provide ABC and DEF or to their respective designated nominees within 4 weeks after the end of each month with unaudited management accounts for such month, details of its order book and forecast profit and loss to the end of the current half yearly accounting period and such other data and information as may reasonably be required by ABC or DEF; 3.4.8 the Company will provide each Party or a designated member of its Group within 4 weeks of the date of receipt of request in this behalf from such Party, such data and information regarding its business and operations as such Party may reasonably request; 3.4.9 the Company shall prepare such accounts in respect of each accounting reference period and fiscal year as are required by statute and procure that such accounts are audited as soon as. practicable and in any event not later than four months after the end of the relevant accounting reference period;

3.4.10 if the Company requires any approval, consent or license for the carrying on of its business in the places and in the manner in which it is from time to time carried on or proposed to be carried on, the Company will use its best endeavours to maintain the same in full force and effect. 3.4.11 the Company will promptly observe, perform and comply with its obligations under each of the agreements referred to in Clause 3.5. 3.5 ABC and DEF agree to the following : 3.5.1 ABC shall lease to the Company its entire facilities located at _______comprising of land, building, utilities, off-site facilities and process equipment . A detailed Lease Agreement evidencing said lease shall be agreed to separately. The principal terms and conditions of the lease as agreed to between ABC and DEF are set out in Annexure-A, which forms an integral part of this Agreement. 3.5.2 ABC shall cause to transfer the employment of such personnel as are willing to accept the transfer to the Company. The terms and conditions of employment in the Company in respect of these transferred personnel shall remain unchanged from the terms and conditions of their employment at ABC. DEF shall have the right to interview/select the personnel to be employed in the Company within 30 days of the Effective Date. The details of the personnel to be transferred is enclosed in Annexure-B . 3.5.3 DEF shall provide to the Company the necessary know-how and technology as may be required. The principal terms and conditions as agreed to between ABC and DEF are set out in Annexure-C, which forms an integral part of this agreement. ARTICLE - IV: SHARE CAPITAL AND SHAREHOLDING PATTERN OF THE COMPANY 4.1 The Company shall have only one class of Shares. The Parties hereto agree that the authorised share capital of the Company shall be __________ divided into ______ equity Shares of the face value of Rs.10/- each. 4.2(1) The issued and paid up Equity Capital of the Company shall be ____________ divided into __________ equity shares of the par value of Rs.10/(Rupees ten) each. 4.3 The shareholding pattern of the Equity Capital shall be as follows: 4.3.1 Fifty percent (50%) of the issued and paid up Equity Capital shall be subscribed for and be held by ABC and its Associates against cash inward remittance in freely convertible foreign currency, save as expressly provided in Clause 4.5.

4.3.2 50 percent (50%) of the issued and paid up Equity Capital shall be subscribed for and be held by DEF and its Associates for cash at par save as expressly provided in Clause 4.5. 4.3.3 ABC and DEF undertake to keep their equity holdings unchanged at 50% each during the life of the agreement. 4.4 Each Party shall bear its own costs and expenses (including travel and accommodation expenses, salaries, allowances, out-of-pocket expenses and other costs involved in the preparation, negotiation and execution of this Agreement) as may be incurred before the Effective Date, except for the following, which the Parties shall procure the Company (to the extent certified by the Auditors) to reimburse to the Party incurring such expenses namely:4.4.1 the costs of incorporation of the Company including stamp duties and registration charges payable in connection with the registration of the Company; and 4.4.2 Costs and expenses of the Company including salary and wages of Company personnel pending induction of Shareholders Funds. 4.5 It is agreed that notwithstanding anything to the contrary contained in this Agreement, at ABC's and DEFs option they shall be entitled to have issued to them Shares in lieu of expenses incurred and falling within the scope and ambit of Clause 4.4. However, no issuance of shares under this Clause 4.4 shall be permitted if such issuance would directly or indirectly result in either Party holding more or less than that Partys 4.6 The Parties shall hold their Shares subject to such conditions as may be prescribed under applicable Indian regulations and/or the Articles of Association. 4.7 Unless otherwise agreed by all the Parties in writing, any further Shares to be issued by the Company shall, subject to the par value of all issued Shares not exceeding the Total Equity Capital, be offered and issued to the Shareholders in the Agreed Proportions. 4.8 Notwithstanding anything to the contrary contained in Clause 4.7, if any of the Parties (the "Rejecting Party") fails to subscribe and pay or cause to be subscribed and paid for by their Associates any of the Shares offered to it in accordance with this Agreement (the "Rejected Shares") within 30 days of such offer, such Rejecting Party shall be deemed to be in breach of this Agreement. Without prejudice to the foregoing, the Rejected Shares shall be offered to the other Party hereto according to the procedure set out below:4.8.1 Where the Rejecting Party is ABC the Board must offer the Rejected Shares to DEF or its Associates nominated in this behalf by DEF;

4.8.2 Where the Rejecting Party is DEF the Board must offer the Rejected Shares to ABC or its Associates nominated in this behalf by ABC; 4.8.3 Any Rejected Shares not accepted by the ABC or DEF or their respective Associates, those shares, may be offered by the Board to a third party on terms no more favourable than those offered to ABC or DEF. Provided, where Rejected Shares cannot be accepted by ABC or DEF or any of their Associates as a result of any applicable Indian laws or regulations, ABC or DEF may, with prior written approval of DEF or ABC, as the case may be, nominate an Affiliate who satisfies such laws and regulations to subscribe for such Rejected Shares; 4.8.4 If DEF or ABC does not approve of such Affiliate, ABC or DEF shall subscribe or cause any of its Associates to subscribe for such Rejected Shares; 4.8.5 For the purpose of this Clause 4.8, any offer to subscribe Shares must be made in writing by the Board. Any Party or its Associate wishing to accept such offer from the Board must do so by giving notice in writing, which notice must be received by the Board no later than 60 days after the day the offer was first made by the Board. ARTICLE - V: SALE OF SHARES 5.1 Notwithstanding anything to the contrary contained herein, neither Party shall sell, transfer, assign, hypothecate, mortgage, or otherwise encumber the whole or part its Shareholding in the Company nor shall it permit its Associates and Affiliates who are bound by the terms of this Agreement to do the same for a period of 5 (five) years from the date of allotment of the Shares or for so long as the Company owes any moneys to term lending financial institutions and banks, whichever is later ("Lockin Period"), without the prior written consent of the other Party and after the said Lockin Period neither Party or its Associates and Affiliates shall sell, transfer, assign, hypothecate, mortgage or otherwise encumber all or any part of its/their Shares save and except with the prior consent in writing of the other Party or as expressly provided in this Agreement. 5.2 In the event of either Party or its Associates or Affiliates desiring to sell or dispose of its/their Shares, such Party shall, subject to Clause 5.3, give to the other the right of first refusal in the manner as provided hereinafter. If, on account of laws or regulations in India, either Party is unable to acquire shares so offered to it, it will be entitled to designate a person of its choice to whom the Shares in whole or in part shall be transferred. 5.3 RIGHT OF FIRST REFUSAL. 5.3.1 Neither Party shall sell, give away, or otherwise dispose of or transfer any of its Shares until (i) it has delivered to the Company an irrevocable written offer to sell ("Offer") all of its Shares or portion thereof ("Sale

Shares") and to the other Party (the "Remaining Party") at a price (the "Offer Price") stated in the Offer and (ii) the Remaining Party shall have failed to accept the Offer within 60 days after the receipt of the Offer. The Remaining Party shall convey its acceptance, if any, to the Shareholder offering Sale Shares pursuant hereto ("Selling Member") within 60 days of receipt of the Offer in respect thereof. If the Remaining Party accepts the Offer but does not agree to the Offer Price, the price shall be determined by the Statutory Auditors of the Company at the request of either Party and the price so determined shall be deemed to be the Offer Price for the purposes of this Clause 5.3. 5.3.2 Within 60 days of the receipt of any requisite approvals for the purchase of the Sale Shares by the Remaining Party, the Remaining Party shall promptly pay or cause any person nominated by him to purchase the Sale Shares and to pay the Offer Price for the Sale Shares in full in cash against transfer of the Shares. If the approvals are at a price different from the Offer Price, the Selling Member shall be entitled to withdraw its offer not later than 15 days of the receipt of such approvals by it or to sell and transfer the Sale Shares to the Remaining Party or its nominee at the price contained in such approvals. If the Offer is withdrawn, any subsequent sale shall always be subject to the right of first refusal of the Remaining Party as contained in this Article 5.3. 5.3.3 If the Remaining Party does not accept the Offer of Sale Shares, then at any time within 90 days after the expiration of the 60-day period referred to in Sub-clause 5.3.1 above, the Selling Member may sell all, but not less than all, of the Sale Shares to the Transferees selected by the Remaining Party and if the Remaining Party does not procure any buyer(s) for the Sale Shares of the Selling Member at any time within 90 days after the expiration of the above referred 90-day period, the Selling Member shall have the option to either withdraw the Offer or to sell the Sale Shares through prospectus/public offer at Stock Exchange. For any sale subsequent to the withdrawal of the Offer the procedure setout in this Clause 5.3 shall have to be complied again. 5.3.4 Any period of time for the purchase of a Selling Member's Shares shall be extended, if the transfer of the Sale Shares requires any consent or approval from Indian authorities, to the earlier of (i) the date when the requisite consents/approvals are obtained, or (ii) the end of the twelfth calendar month immediately following the month in which the Selling Member submitted an Offer in accordance with Clause 5.3.1 above. If, within the twelve-month period described in the immediately preceding sentence, the Selling Member is unable to obtain any requisite consent for its transfer of the Sale Shares, the Selling Member's Offer to sell the Sale Shares shall be deemed to have expired and the Selling Member shall not be entitled to transfer the Shares to any person except by again making an Offer under Article 5.3.1 above.

5.3.5 If any Person purports to acquire any of the Shares, or any interest therein, in a manner not specifically permitted by this Agreement (whether by operation of law or by voluntary act or otherwise), the Remaining Party or any person(s) nominated by the Remaining Party shall have the right, but not the obligation, to purchase at book value any or all of the Shares purported to have been thus acquired. But the failure of the Remaining Party to purchase the Shares at book value shall not be deemed or construed to validate the purported transfer of the Shares in violation of this Agreement, which purported transfer shall be null and void. As used in this Clause 5.3.5, "book value" shall mean the book value of the Shares in question determined in accordance with the generally accepted accounting principles consistently applied in the Company's financial statements. The determination of book value by a chartered public accountant or firm of chartered public accountants then acting as the Company's regular Auditors shall be final, conclusive and binding on the Company, the Parties, the person purporting to have acquired the Shares in violation of this Agreement, and their successors in interest. 5.3.6 In the event the Parties interest and control in the Controlled Nominees goes below 51% then the Shares held by such Controlled Nominee in the Company shall be offered to the Other Party in accordance with the provisions of Clause 5.3.1 above. 5.4 Clauses 5.2 and 5.3 shall not apply to any transfer inter-se between a Party and its Associates and Affiliates who have agreed to be bound by the terms of this Agreement and the same shall not be subject to the right of pre-emption and first refusal contained hereinabove and no such transfer shall be deemed to be, nor shall it constitute, a breach of the provisions of Clauses 5.2 and 5.3 hereof. ARTICLE - VI: BOARD OF DIRECTORS AND MANAGEMENT OF THE COMPANY 6.1 The Board of Directors shall be responsible for the overall policy and the conduct of the business, affairs and operations of the Company except to the extent that applicable laws, regulations, the Memorandum, Articles of Association or this Agreement otherwise provide or allocate responsibility over any particular matter to the Shareholders. The Board shall be entitled to delegate any of its power to such of its members or officers of the Company as may be deemed appropriate by it subject always to applicable laws, the Memorandum, the Articles of Association and the provisions of this Agreement. 6.2 The Board shall, exclusive of alternate Directors, comprise and be not less than 4 and not more than 12 Directors of whom not more than one third shall be nonretiring Directors. 6.3 The Board shall so long as DEF and/or its Associates and ABC and/or its Associates are Shareholders be comprised of 4 Directors. The representation of the Parties on the Board shall be in equal proportion, provided that if there is

subsequently any change in the ratio of shareholdings of DEF and ABC in the Company, the Parties shall procure that the representation of Parties on the Board shall be in proportion to the respective shareholdings of the Parties in the Company. 6.3.1 DEF and ABC shall be entitled to appoint non-retiring Directors in proportion to their representation on the Board pursuant to sub-clause 6.3 above with the right to remove, replace or fill any vacancy with respect to any member they nominated or had authority to nominate, howsoever caused therein by a communication in writing to the Company. 6.3.2 If the financial and other term lending institutions and banks require as a condition of lending to the Company, appointment of nominee/other Director(s) for the period their loans are outstanding, the Parties hereby agree for their such appointment. [In the event of such financial/term lending Institutions and the banks requiring appointment of any independent Directors, the same shall be selected by DEF and ABC by mutual agreement, or failing such mutual Agreement, they shall be selected by the Parties in equal proportion.] 6.4 Upon a Party ceasing to hold at least 10% of the Shares, it will procure that the Directors nominated by it will tender their resignation from their respective offices in the Company forthwith without any claim for compensation or loss of office or otherwise except for salary (if any) and any other entitlements which may have accrued up to the date of their resignation. 6.5 For the purposes of this Agreement, Shareholding of a Party shall mean the aggregate of its shareholding and that of its Associates and Affiliates, in the Company. 6.6. The Chairman of the Board shall be a nominee of DEF from amongst the Directors nominated by DEF and the Parties shall procure his appointment as Chairman of the Board. The Chairman of the Board shall be non-executive and shall not have a second or casting vote at meetings of the Board or the meetings of Shareholders where the Chairman presides. 6.7 The Chairman shall be ex-officio Chairman of general meetings of the Company in accordance with applicable provisions of the Act and the Articles of Association. At all Board meetings, if the Chairman is present, he shall preside, and in his absence a Director designated by DEF shall be elected Chairman for that meeting and shall preside. 6.8 The Board shall appoint Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company. The CEO shall be subject to the supervision, direction and control of the Board and the Executive Committee. The CEO shall be in charge of and responsible for the conduct of day to day business and operations of the Company in accordance with the Boards instructions or powers delegated to him/her without prejudice to the authority of the Board. The

CEO shall hold the office for such period and on such terms as the Board may determine from time to time. The CFO shall report to the CEO and shall be the controller of finance and accounts of the Company in accordance with the Boards instructions or powers delegated to him/her by the Board 6.9 The CEO shall be nominated by DEF and ABC shall nominate the CFO. The CEO and/or CFO may, at the option of the relevant Party, be on the Board, in which case they shall be out of their respective nominee Directors 6.10 The Parties agree and acknowledge that appointment of nominees of the Parties to the positions referred to in Clause 6.9 shall be in the short term only and that it is the objective of the Parties that at the appropriate time, the CEO and CFO and all other senior executives and employees of the Company shall be individuals who have commitment to and who look for their future career prospects only with the Company and not with any Party hereto. 6.11 The Board shall select an executive management committee of the Board ("Executive Committee"), consisting of such number of Directors as the Board may, while appointing the Executive Committee, decide, provided it shall have at least one nominee Director each of DEF, ABC and the CEO. All decisions of the Executive Committee shall be by majority. In the event there is a tie in respect of any matter at the Executive Committee, the same shall be referred to the Board for its consideration and decision. Such other Directors or executives of the Company may be invited to participate in the Executive Committee from time to time as the Board, the Chairman of the Executive Committee or the Executive Committee may deem appropriate. The Executive Committee shall, subject to the supervision and control of the Board, be responsible for overseeing the day to day management of the business and operations of the Company by the CEO and other officers and for which purpose it shall have adequate authority and power with right to subdelegate. The Executive Committees responsibilities shall include the following: 6.11.1 Developing long term and annual business plans for the approval of the Board; 6.11.2 Establishing and modifying personnel policies, compensation, retirement benefits etc., for all personnel excluding members of the Executive Committee. The CEO shall determine these for other members of the Executive Committee. 6.11.3 Management & deployment of surplus funds; 6.11.4 Developing & approval of marketing plans; 6.11.5 Day-to-day management of operations. 6.12 The Parties shall procure that the person nominated as aforesaid by them or selected by the Executive Committee are appointed by the Company.

6.13 The Board shall determine the functions and duties of the CEO and CFO. The Parties shall procure that the Board delegates appropriate powers to the CEO and CFO to discharge their respective functions and duties. The CEO shall report to and function subject to the supervision, direction and control of the Executive Committee and the Board. The CFO shall report to the CEO. Senior managers selected by the Executive Committee shall be appointed by the CEO and shall report to him. The CEO shall assign to the senior managers, subject to directions if any of the Executive Committee, their duties, obligation and functions. 6.14 The Auditors of the Company shall be selected jointly by the Parties. 6.15 The Company, if so statutorily required, shall have a Secretary as defined in the Act. The Executive Committee shall select the Secretary and recommend him to the Board for appointment. The Board may appoint the person so recommended as Secretary, if found suitable by it. 6.16 The responsibilities of the Secretary shall include statutory compliances and filings in accordance with the Act and maintenance of statutory records as required by the Act and such other duties as the Board/Executive Committee may assign to him from time to time. 6.17 If any Party shall not be satisfied with the performance of the CEO or the CFO, it shall be entitled to require his/their removal. On such requisition, the Parties shall cause their respective nominees on the Board to vote and remove the CEO, or the CFO as the case may be. In the event of such removal, such person's replacement shall be appointed in accordance with the procedure set out herein. 6.18 The right of nomination conferred on a Party hereunder shall include the right of that Party to require the other Party to procure the Board to remove at any time from office such person nominated by that Party as a Director and the right of that Party at any time and from time to time to determine the period during which such person shall hold the office of Director. 6.19 Whenever for any reason a person ceases to be a Director, the Party which had nominated him or would be entitled to nominate him hereunder shall nominate forthwith another person for appointment as Director in substitution thereof, and the Parties shall procure the appointment of such nominee as a Director. 6.20 Alternate Directors to be appointed for nominee Directors ("Original Director") of each Party shall be persons proposed by such Party only and on such nomination the Parties shall cause their respective nominee Directors to vote for and appoint him as such alternate Director. Such alternate Director shall be entitled while holding office as such to receive notices of meetings of the Board or any committee of the Board to which such Director has been appointed and to attend and vote as a Director at any such meetings of the Board or any such committee at which the Original Director is not present and generally to exercise all the powers,

rights, duties and authorities and to perform all functions of the Original Director. Further, such alternate Director shall be entitled to exercise the vote of the Original Director at any meeting of the Board or any such committee. 6.21 The Company may pay such sitting fees to Directors, not exceeding the maximum permissible under the Act, as may be determined by the Board from time to time. In addition, a Director shall be entitled to receive such remuneration for services performed for the Company as the Board may decide from time to time. 6.22 The Board shall meet at such time and at such place as it shall deem necessary provided that at least one meeting of the Board shall be held in each quarter. 6.23 The Secretary shall, as and when directed by any Director, call a meeting of the Board. Notice of every Board meeting whether first convened or adjourned shall be sent to each Director and his alternate so as to be received not less than 14 days before the day such meeting is scheduled to take place. 6. 24 Except in emergent cases or unless the Parties or a majority of the Directors agree otherwise (i) at least 14 days' written notice will be given to all Directors for convening a Board meeting; and (ii) such notice shall be accompanied by an agenda of the matters to be discussed. It is agreed that (unless in any particular case the Parties shall otherwise agree) no resolution relating to any other business may be proposed or passed at any Board meeting unless the nature of the business is specified in the agenda for the meeting. 6. 25 The Chairman of the Board shall preside as Chairman of any meeting of the Board or any committee of the Board if he is a member thereof, but if at any meeting the Chairman be not present within 15 minutes after the time appointed for holding the same, a substitute for that meeting shall be appointed from amongst the nominee Directors of DEF on the Board. 6.26 No business shall be transacted at any Board meeting unless a quorum is present at the meeting. In the first instance the quorum for meetings of the Board shall be at least one third of the Board including at least one Director nominated by DEF and at least one Director nominated by ABC. A Director represented by his alternate shall be deemed to be present for the purpose of determining whether a quorum exists. If within half an hour from the time appointed for a meeting a quorum as aforesaid is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other later day and at such other time and place as the Directors may determine. If at such adjourned meeting, a quorum is not present, the meeting shall stand adjourned for a further half hour and if the quorum as aforesaid is still not present but the Directors present being at least one third of the Board, they shall constitute a quorum. 6.27 Subject to the provisions of the Act a resolution signed by a majority of the Directors for the time being shall be as valid and effectual as if it has been a resolution passed at a meeting of the Board of Directors duly convened and held. Any such resolution may be contained in a single document or may consist of

several documents, all in like form. For the purposes of this Clause "in writing" and "signed" shall include approval by facsimile. ARTICLE - VII: MATTERS TO BE DECIDED BY THE BOARD AND AT SHAREHOLDERS' MEETING 7.1 All matters to be decided by the Board shall be determined by simple majority. 7.2 No business of the Company shall be transacted at any meeting of Shareholders ("General Meetings") unless a quorum is present. 7.3 A quorum for all General Meetings or at any postponement thereof, shall be a majority of the shares entitled to vote including in the first instance at least one representative of DEF and one representative of ABC. All resolutions of the Shareholders shall be carried by a simple majority of votes cast. The Chairman presiding at a General Meeting shall not have a second or casting vote. 7.4 If within half an hour of the time appointed for the convening of the General Meeting the quorum specified above is not present, the meeting shall stand adjourned to the same day of the next week at the same time and same place. If, at such adjourned meeting a quorum as specified above or such minimum number of them as may be prescribed by the Act are present, they shall constitute a quorum provided that no matter referred to in Clause 7.5 shall be considered and the business at such adjournment shall be confined to the remaining items as specified in the agenda for such meeting and no general matter other than specific matters set out in the agenda may be decided at such meeting. 7.5 Notwithstanding the provisions of Clause 7.3 and Clause 7.4, none of the matters hereinafter mentioned shall be undertaken by the Company unless a resolution shall be first passed with respect thereto as a Special Resolution: 7.5.1 the disposal of the business or undertaking or a substantial part thereof of the Company; 7.5.2 the winding up of the Company; 7.5.3 any fundamental change or diversification in the Business of the Company; 7.5.4 the restructuring of the share capital of the Company namely; a. increase in the authorised share capital of the Company; b. consolidation of Equity Capital of the Company; c. capital reduction;

d. issue of convertible debentures whereupon conversion thereof, the issued share capital as agreed between the Parties is exceeded or where the respective proportions of the Shareholding of the Parties are altered; and 7.5.5 amendment of the Memorandum and/or Articles of Association. 8. DEADLOCK 8.1 In the event that any of the following events occur, the provisions of this Clause shall apply. 8.1.1 If the approval or modification of the Annual Budget or the Business Plan of the Company for any year ("such Matter") has been consistently considered or raised at a Board meeting and has consistently resulted in an equality of votes. For avoidance of doubt, any Such Matter shall be deemed to have been consistently considered or raised at a Board meeting if Such Matter has been tabled for discussion or discussed at more than 3 Board meetings in any 3 consecutive months period; 8.1.2 any Such Matter having been consistently considered or raised at General Meetings of the Company and on which there has been an equality of votes. For avoidance of doubt, any Such Matter shall be deemed to have been consistently considered or raised at a General Meeting if Such Matter has been tabled for discussion or discussed at more than 2 General Meetings in any 6 month period. 8.2 Upon the occurrence of an event under Clause 8.1 but in any event no later than 60 days after such occurrence, a Party shall be entitled to give a notice in writing ("Conciliation Notice") to the other Party. 8.3 Upon receipt of the Conciliation Notice, such matter stated in such Conciliation Notice shall be referred to the Chairmen of the Parties who shall confer with each other in good faith and shall use their best efforts in order to resolve the same. 8.4 In the event Parties are unable resolve the Deadlock within 90 days of the receipt of Conciliation Notice, either Party can serve on the other a notice in writing requiring it to purchase its Shares ("Notice") The Party receiving the Notice shall elect to purchase the shares if at all within 30 days of receipt of such notice. If a Party so elects to purchase the Shares, the price payable therefor shall be as determined by the Auditors of the Company and the provisions of Clause 8.5 shall apply. 8.5 In the event that the sale of the Shares is prohibited or would otherwise result in the purchasing Party being in contravention of any applicable laws or regulations the purchasing Party shall be entitled:8.5.1 to have such Shares transferred to and registered in the name of a third party who is qualified to hold such Shares, provided that such third party

shall first enter into an agreement with the other Party to the effect that it shall adhere to the provisions of this Agreement in so far as such provisions are applicable to the Parties at such time; or 8.5.2 to apply for the requisite Indian Government approvals for the sale of the Shares or for the purchasing Party to purchase such shares provided that where such approvals cannot be obtained within 120 days (or such other number of days as may be agreed between the Parties based on the typical response time of such authorities as the case may be) from the date the purchasing Party has agreed to purchase such Shares, the purchasing Party may within 30 days after the expiry of such period elect by giving written notice to the selling Party to proceed under sub-clause (a) above. 8.6 Where a Party has purchased the Shares of the other Party, such purchasing Party shall pay to such other Party the full amount of the purchase price by way of a cashier's order against the delivery of the original share certificates and duly executed instruments of transfer in respect of such Shares. This Agreement will be terminated with respect to a Party who sells all of its Shares under this Article 8, effective as of the closing date of such sale of the Shares under this Article 8. 8.7 If, in any case, the other Party after having become bound to transfer its Shares pursuant to the provisions of this Article 8 or otherwise, shall fail or refuse to do so, the Secretary or any other person appointed by the Board shall be deemed to have been irrevocably authorized by the other Party with full power to execute, complete and deliver, in the name and on behalf of the selling Party, transfers of the Shares to the purchasing Party thereof against payment of the purchase price therefor to the Company, and the Board may then register the purchasing Party as holder of the Shares and issue to the purchasing Party a certificate of the same and thereupon the selling Party shall be bound to deliver up the certificates for the Shares and upon such delivery shall be entitled to receive the purchase price therefor without interest. 8.8 If the Party receiving the Notice pursuant to Clause 8.4 elects not to purchase the shares of the Party giving the Notice or does not respond to the Notice within the period set out in Clause 8.4, the selling Party shall be entitled to sell its Shares to the public through an offer letter/prospectus at same price as offered to the other Party. ARTICLE - IX: FUNDING 9.1 Each Party shall contribute to the funding requirements of the Company for the Project in the form of Equity Capital and/or Unsecured Loans, each such injection being in the Agreed Proportions 9.2 It is agreed that the actual composition of the Shareholders' funds in terms of equity and Shareholders Loans and the timing thereof will be subject to further discussion and mutual agreement of the Parties.

9.3 It is estimated that the Company would be able to start production of PV modules within 18 months of the Effective Date. The expenses of the Company during this 18 months period are estimated at Rs. 4.3 million per month as per details given in Annexure-D. 9.4 The Parties agree that various financial parameters such as but not limited to the Equity Capital and maximum debt/equity ratio, will be subject to determination as part of the rolling three-year Business Plan to be approved pursuant to Article XI. The Parties shall, acting reasonably and in good faith, and as and when necessary, review and revise such financial parameters based on latest and best projection of the funding requirements of the Project and prudent financing consideration, so as to, at all times, ensure and enhance the business viability of the Company and returns to the Shareholders. 9.5 The Parties agree that subject to mutual agreement, if any Shareholders guarantees are required by any bank or financial institution lending monies to the Company, the Parties shall provide the same in equal proportion. ARTICLE - X: ACCOUNTS AND AUDIT 10.1 The Parties shall procure that:10.1.1 the Company at all times maintain accurate and complete accounting and other financial records in accordance with the requirements of all applicable laws and generally accepted accounting standards and principles applicable in India; 10.1.2 annual audited accounts of the Company containing the balance sheet and profit and loss account and all such other information as may be required under Indian law and prepared in accordance with generally accepted accounting standards and principles applicable in India consistently applied shall be prepared and despatched to the Parties within six months of the end of each financial year of the Company. 10.1.3 Each of the Parties or their authorized representatives shall, subject to at least 7 days prior notice in writing to the Company be allowed access at all reasonable times to examine the books and records of the Company. ARTICLE - XI : ANNUAL BUDGET AND BUSINESS PLAN 11.1. The Parties shall procure that: 11.1.1 immediately after the Effective date, the Parties representatives shall meet to prepare and finalize Annual Budget for the first year and a rolling three-year Business Plan for the first three financial years of the Company. The Parties will submit such business plan to a meeting of the Board for approval within thirty (30) days immediately following the Effective Date; and

11.1.2 before the first full financial year of the Company, and, thereafter for subsequent financial years, an Annual Budget and an updated rolling threeyear Business Plan for the following three financial years will be finalised by Executive Committee and thereafter approved by the Board. For this purpose the CEO shall, with the assistance of CFO, prepare and submit an Annual Budget and an updated rolling three-year Business Plan at least six weeks before the beginning of every new financial year of the Company and submit the same to the Board for its consideration and approval. The Annual Budget and the updated rolling three-year Business Plan as approved by the Board shall be the one to be implemented by the CEO. ARTICLE - XII: DIVIDEND POLICY 12.1. The Parties shall procure that the Board in making any decision in relation to the declaration of dividends and the appropriation of surplus shall consider the following factors:12.1.1. the maintenance of prudent and proper reserves including allowance for future working capital and provision for tax; 12.1.2 the due and prudent provision for all actual and carried forward losses of the Company; 12.1.3. the due and prudent provision for the payment of all indebtedness, borrowings and loans owed by the Company to the Parties or to banks and financial institutions or to unsecured creditors; and 12.1.4. any other factors which the parties may agree to be taken into account. 12.2 The Parties shall procure any dividend recommended by the Board to be approved by the Shareholders and distributed by the Company within 42 days of such approval by the Shareholders. The right to dividends will vest in the Shareholders immediately upon the approval thereof by the Company in the General Meeting whose names appear on the Register of Members of the Company as on the record date. For purposes of this Clause, record date shall mean the date on which the Register of Members is closed, which is before the issue of notice for the General Meeting. ARTICLE - XIII: CO-OPERATION AND GENERAL UNDERTAKING 13.1 Each of the Parties hereby agrees that each will exercise its voting rights for the time being in the Company and each of the Parties hereto shall take all such steps for the time being as shall lie within its power, to procure that:13.1.1 the Company will not contract with any of the Parties hereto without the prior consent of the other.

13.1.2 the provisions of Clause 13.1.1 above shall apply mutatis mutandis to the transactions between the Company and the Directors, employees and Associates of each Party; 13.1.3. save with the written consent of the Parties and except in the ordinary course of its business and on an arm's length basis the Company will not enter into any contract or transaction with any third party whereby the third party will receive more than a fair commercial price or where the Company will receive less than a fair commercial price for any services rendered or goods sold by it (less customary trade discounts and allowances); and 13.1.4 the Directors appointed by each of them shall observe, comply with and implement the provisions of this Agreement. 13.2 The Parties shall at all times:13.2.1 co-operate in good faith and execute such documents and take such action as may be reasonably required to give full effect to the provisions and intent of this Agreement; and 13.2.2 promptly notify the other Party and the Company of all matters coming to its notice which may affect the title to or enjoyment of the Company's premises, assets or properties, and all significant, orders and demands, and other communications received from any government or quasi government authority in relation to the Company's licenses. ARTICLE - XIV : FORCE MAJEURE AND CONDITIONAL EVENTS 14.1 In the event that any Party hereto shall be rendered unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond the reasonable control of that Party, including but not limited to decrees or restrains by governmental authorities, acts of God, force majeure, strikes, war, riot and any other causes of such nature, then the performance of the obligations hereunder of that Party or all the Parties hereto as the case may be and as they are affected by such cause shall be excused during the continuance of any inability caused, but such inability shall as far as possible be remedied with all reasonable dispatch provided the Party claiming force majeure has notified the other Parties with reasonable dispatch about the circumstances constituting force majeure and its likely duration with such evidence in support thereof as may be reasonably available with it. ARTICLE - XV: DEFAULT 15.1. In the event that a Party ( the "Defaulting Shareholder"):15.1.1 commits any breach of any of its material obligations under this Agreement and fails (where such breach is capable of remedy) or is unable (where such breach is not capable of remedy) to take appropriate steps to

cure such breach within 30 days after being given notice so to do by the Party not in default; 15.1.2 goes into liquidation, whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation with the consent of the other Shareholders, such consent not to be unreasonably withheld); 15.1.3 has an administrator, receiver, receiver and manager, judicial manager or similar officer appointed over the whole or a substantial part of the assets or undertaking of the Defaulting Shareholder; 15.1.4 becomes insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as they fall due or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors; or 15.1.5 ceases to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation; then the party not in default shall be entitled (but not after 90 days of the event in question first coming to the attention of the non-defaulting party) to give a notice (a "Default Notice") to the Defaulting Shareholder. 15.2 At any time within 90 days of the service of the Default Notice on the Defaulting Shareholder, the Party not in default ("Other Party) shall be entitled to give a written notice (a "Default Sale Notice") to the Defaulting shareholder with copies given to the other Shareholders, and upon service of a Default Sale Notice, the Defaulting Shareholder shall be deemed to have offered all its Shares for sale to the Other Party on the date of receipt of the Default Sale Notice at the price equal to the Fair Value as defined in clause 15.5 (the "Default Sale Price"). 15.3 A sale of Shares pursuant to the provisions of this Article XV shall be completed at the registered office of the Company at 12.00 noon on the day falling 60 days after the date of the Default Sale Notice given under Clause 15.2, or at such time as any required approvals are obtained. 15.4 The rights of the Other Party under this Article XV shall be in addition and without prejudice to any other rights of the Other Party against the Defaulting Shareholder at law or in equity including, but not limited to, the right to damages. 15.5 For the purposes of this Agreement, the Fair Value of the Defaulting Shareholder's Shares shall be the value of such Shares as determined by the Auditors for the time being of the Company on the basis of book value. In so certifying the Fair Value of such shares, the Auditors shall be acting as an expert and not an arbitrator and the costs of such valuation and certification shall be borne by the Defaulting Shareholder unless otherwise agreed by the parties.

15.6 Notwithstanding any other provision in this Article, Clauses 15.1 to and including 15.5 shall be read subject to the following provisions:15.6.1 If the Defaulting Shareholder is ABC (a) the offer for sale of its Shares shall be deemed to be first made to DEF. (b) if the Shares are not accepted by DEF or any Associates/ person designated in this behalf by DEF, they shall then be deemed to have been offered to the public through prospectus or offer letter. 15.6.2 If the Defaulting Shareholder is DEF (a) the offer for sale of its Shares shall be deemed to be first made to ABC (b) if the Shares are not accepted by ABC or any Associate/person designated in this behalf by ABC, they shall then be deemed to have been offered to the public through prospectus or offer letter. 15.7 It is hereby agreed that a Party agreeing to purchase the Shares of the Other Party pursuant to and in accordance with this Agreement, including that of a Defaulting Shareholder hereunder, shall be entitled to purchase the same itself or nominate a buyer or buyers therefor. 15.8 In the event that the sale of the Shares is prohibited or would otherwise result in a purchasing party being in contravention of any applicable laws or regulations the provisions of Clause 4.8 shall apply mutatis mutandis.

ARTICLE - XVI: GENERAL 16.1 Each time the Company has an opportunity to exercise a right or privilege granted by, pertaining to or otherwise involving DEF, or to take an action or file a claim against, pertaining to or otherwise involving DEF, DEF shall vote its/their Shares to cause the Company to exercise the right or privilege, or to take the action or file the claim, in each case as ABC alone deems or determines appropriate. Without limiting the generality of the immediately preceding sentence, with respect to any matter or transaction involving DEF (which matter or transaction is not integral to DEFs rights and role as a Shareholder of the Company), ABC alone shall determine the Company's course of action. The provisions of this Clause 16.1 shall apply reciprocally to the Company's exercise of rights or privileges involving ABC and to the Company's taking of actions or filing of claims against or involving ABC. For the purposes of such reciprocal application, each reference in the first two sentences of this Clause 16.1 to DEF shall be read as a reference to ABC, as appropriate, and each reference in the first two sentences of this Section Clause 16.1 to ABC shall be read as a reference to DEF. 16.2 COSTS DEF and ABC shall pay their own costs and expenses incurred in relation to the negotiation, preparation and execution of this Agreement. 16.3 NOTICES All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or in any Deed of Adherence or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally, by prepaid certified letter electronic mail, or facsimile transmission and shall be deemed to have been served if by personal delivery when delivered, if by certified prepaid post, 7 days after posting, and if by electronic mail or facsimile transmission when dispatched. 16.4 SUCCESSORS BOUND This Agreement shall be binding on and shall ensure for the benefit of the successors and assign of each of the Parties hereto. 16.5 ASSIGNMENT None of the Parties hereto may assign its rights or obligations in whole or in part hereunder without the prior written consent of the other Parties hereto; Provided that this Clause shall not prevent a transfer of Shares pursuant to this Agreement. 16.6 CONTINUING AGREEMENT

All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect except in respect of those matters then already performed. 16.7 GOOD FAITH Each of the Parties hereto undertakes with each of the others to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement and the Articles of Association. 16.8 FURTHER ASSURANCE The Parties shall, use their respective reasonable endeavours to procure that any necessary third parties shall, do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties hereto may reasonably require by notice in writing to the others to carry the provisions of this Agreement and the Articles of Association into full force and effect. 16.9 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties hereto with respect to the matters dealt with therein and supersedes any previous agreement between the Parties hereto in relation to such matters. Each of the Parties hereto hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein. No variation of this Agreement shall be valid or effective unless made by one or more instruments in writing signed by such of the Parties hereto which would be affected by such variation.

16.10 LAW This Agreement shall be governed by and construed in accordance with the laws of India, without reference to the choice of laws provisions thereof. 16.11 NO PARTNERSHIP Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the Parties hereto and none of them shall have any authority to bind the others in any way, except as provided herein.. 16.12 DURATION 16.12.1 The terms of this Agreement shall remain in full force and effect for so long as any of DEF and ABC or any of their respective Associates continues to hold Shares, but in relation to a Shareholder which has transferred all of its Shares as permitted by this Agreement and the Articles of Association they shall thereupon cease to have further force and effect except as provided in Clause 16.12.2. 16.12.2 This Agreement shall be deemed to be terminated by mutual consent with effect from the date upon which either Party together with its Associates ceases to hold not less than 10 per cent of the issued and paidup Equity Capital of the Company for the time being. 16.13 RIGHTS INCIDENT TO EQUITY CAPITAL OWNERSHIP 16.13.1 In the event of DEF ceasing voluntarily to hold 20% (twenty percent) or more of the issued and outstanding Shares, its right to nominate non retiring Directors shall cease and its rights to nominee Directors shall be restricted to have Directors in proportion to its such reduced shareholding. 16.13.2 In the event of ABC ceasing voluntarily to hold 20% (twenty percent) or more of the issued and outstanding Shares, its right to nominate non retiring Directors shall cease and its rights to nominee Directors shall be restricted to have Directors in proportion to its such reduced shareholding. 16.13.3 In the event of a Party hereto ceasing voluntarily to hold 15% (fifteen percent) or more of the issued and outstanding Shares, all rights of such Party under this Agreement shall cease. 16.13.4 In the event of the Shareholding of a Party hereto falls voluntarily below 10% (ten percent) of the issued and outstanding Shares, the other Party shall, subject to Article V hereinabove, have the option exercisable at any time thereafter to purchase the Shares remaining with such Party. 16.13.5 For the purpose of this Article 16.13.

(a) the Shareholding of a Party hereto in the issued and outstanding Shares shall be deemed to include the shareholding of its Associates and Affiliates. (b) DEF and ABC shall mean and include their respective successors by amalgamation or merger. 16.13 The termination of this Agreement, however caused, and the ceasing by any Shareholder to hold any Shares shall be without prejudice to any obligations or rights of any of the Parties hereto which have accrued prior to such termination or cesser and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or continue in effect after such termination or cesser. 16.14 WAIVER No failure to exercise and no delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or, remedies otherwise provided by law. 16.15 SEVERABILITY Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

16.16 EXERCISE OF POWERS Where DEF or ABC is required under this Agreement to exercise its powers in relation to the Company to procure a particular matter or-thing, such obligation shall be deemed to include an obligation as a Shareholder (including where an Associate is a Shareholder) and as a Director (where applicable) of the Company and to ensure that any Directors appointed by it or a member of its Group will procure such matter or thing. 16.17 This Agreement shall not be altered, changed, supplemented, or amended except by written instruments signed by the parties hereto. 16.18 DISPUTE SETTLEMENT 16.18.1 The Parties will first use their best endeavors to resolve through mutual consultation any dispute, difference or question arising between the Parties or their respective representatives or assigns which may arise out of, in connection with or in relation to this Agreement. 16.18.2 All disputes, differences or questions arising out of this Agreement including the following:(a) the intention of the Parties or construction or interpretation of this Agreement or any statute, legislation, regulation, governmental order or directive affecting the Company; (b) the transactions or consequences of or anything done, executed, omitted or suffered as a result of this Agreement. (c) any breach of this Agreement or any claim on account of such breaches; or (d) any statute, legislation, governmental order or directive affecting the Company or the affairs of the company; which cannot be amicably resolved between the Parties shall be finally settled by arbitration by a Board of three arbitrators, one each to be appointed by DEF and ABC and the third in accordance with the Rules of Arbitration of the International Chamber of Commerce, Paris. Arbitration shall be in the English language and shall be conducted in accordance with the Rules of Arbitration of the said International Chamber of Commerce. Any arbitration award made shall be final and binding on the parties and is not subject to appeal and shall be enforceable in any court of competent jurisdiction. The venue of the arbitration shall be New Delhi. 16.18.3 Excepting the dispute, difference or question as may have been referred to arbitration, the Parties shall during the period of submission and pending its adjudication, continue to perform the rest of their obligations

under this Agreement without prejudice to a final adjustment in accordance with the said award as may be issued by such arbitration tribunal duly constituted in accordance with this Clause. 16.19 All rights of DEF hereunder shall be exercised by Mr. __________________, failing him through such representative as its Board of Directors may appoint (with power to remove and replace) in this behalf. 16.20 All rights of ABC hereunder shall be exercised by the person authorised in this behalf by the Board of ABC (with power to remove and replace). 16.21 CONFIDENTIALITY 16.21.1 Scope of Disclosure: Each Party, to the extent of its right to do so, shall disclose to the other Party only such Confidential and Proprietary Information which the disclosing Party deems necessary to fulfill the objectives of this Agreement. 16.21.2 Nondisclosure: The Party receiving Confidential or Proprietary Information (the Receiving Party) from the other Party (the Disclosing Party) hereby covenants that, for a period of 10 (ten) years after any Confidential or Proprietary Information is received, to the following: 1. To protect and keep said Confidential and Proprietary Information in strict confidence, using the same degree of care as it uses to protect its own Confidential and Proprietary Information, but in no case should the Receiving Party use any less than reasonable care: 2. To disclose the Confidential or Proprietary Information only on a need to know basis and solely for the purpose specified in this Agreement. Said Confidential or Proprietary Information shall be disseminated by the Receiving Party only within the Receiving Partys organization or to such third parties who agree to be bound by the terms of this Agreement. 3. To not use the Confidential or Proprietary Information, in whole or in part, for any purpose other than the purpose of this Agreement without the prior written consent of the Disclosing Party. 16.21.3 Property Rights: Any Confidential or Proprietary Information and copies thereof disclosed by a Party to the other shall remain the property of the Disclosing Party and shall be returned by the Receiving Party immediately upon request. It is expressly understood and agreed by the Parties that the disclosure and provision of Confidential or Proprietary Information under this Agreement, by a Party to the other Party shall not be construed as granting to the Receiving Part, under the laws of any country, any rights, whether express or implied by license or otherwise, on the matters, inventions, discoveries, copyrights, trademarks, trade secrets, or

other intellectual property right to which such Confidential or Proprietary Information pertains. 16.21.4 Limitation: Except as provided herein, the Receiving Party shall have no obligation with respect to any Confidential or Proprietary Information which: 1. Has come into the public domain prior to or after the disclosure thereof and in such case through no wrongful act of the Receiving Party; 2. Is already known to the Receiving Party, as evidenced by written documentation in the files of the Receiving Party or is independently developed in good faith by an employee or employees of the Receiving Party who did not have access to the Confidential or Proprietary Information. 3. Is not properly designated or confirmed as Confidential or Proprietary as required in Section 16.21.2 above. 4. Survival of Confidentiality Obligations: The rights and obligations imposed by this Clause with respect to the use of Confidential or Proprietary Information shall survive the termination of this Agreement. 22. INTELLECTUAL PROPERTY RIGHTS 16.22.1 Rights Acquired Prior to Effective Date: Any intellectual property rights in any protectable interest, including without limitation, inventions, know-how, data, software, designs, customer lists, business plans, or any other protectable interest, whether protected or entitled to protection under patent, copyright, trademark, trade secret or any other category of intellectual property protection, owned by either Party prior the Effective Date or developed and/or acquired by said Party outside the scope of this Agreement or shall be and remain the right of said Party. 16.22.2 Rights Resulting from Work Performed Pursuant this Agreement : The ownership of or rights to any intellectual property resulting from collective efforts of the Parties pursuant to the carrying out the Company Business under this Agreement, shall be determined by the Parties in separate agreement hereto.

16.23. SHAREHOLDERS' CONSENT Where this Agreement provides that any particular transaction or matter requires the consent, approval or agreement of any Shareholder, such consents approval or agreement shall be given subject to such terms that Shareholder may impose and any breach of conditions by any person subject thereto shall ipso facto be deemed to be a breach of the terms of this Agreement. 16.24 PARTIES BOUND 16.24.1 The Company undertakes with each of the other Parties to be bound by and comply with the terms and conditions of this Agreement insofar as the same relate to the Company and to act in all respects as contemplated by this Agreement. 16.24.2 Each of the parties undertakes with each of the others to exercise their powers in relation to the Company so as to ensure that the Company fully and promptly observes, performs and complies with its obligations under this Agreement. 16.24.3 Each of DEF and ABC undertakes with the other that whilst it remains a party to this Agreement it will not (except as expressly provided for in this Agreement) agree to cast any voting rights exercisable in respect of any of the shares held by it or a member of its Group, in accordance with the directions, or subject to the consent of, any other person. 16.25 FURTHER ASSURANCE ABC AND DEF further agrees not to deal with any third party directly or indirectly in any manner whatsoever in India relating to the Business and the Products. ABC shall give DEF the right of first refusal in the event it desires to source the Products from any third party. IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and year first above written: SIGNED BY for and on behalf of DEF in the presence of SIGNED BY for and on behalf of ABC in the presence of

JOINT VENTURE AGREEMENT This Agreement is made on this ___________________ day of ______________, __________________ BETWEEN 1. ABC, a company organized and existing under the laws of the Republic of India and having its Registered Office at ______________(hereinafter referred to as ABC which expression shall unless repugnant to the context or meaning thereof include its successors, administrators and permitted assigns) of the One Part; And 2. DEF a company organized and existing under the laws of the Republic of India and having its Registered Office at ___________________ (hereinafter referred to as DEF which expression shall unless repugnant to the context or meaning thereof include its successors, administrators and permitted assigns) of the Other Part. (Wherever the context so permits or requires the expressions ABC and DEF are collectively referred to as the Parties and either of them singly as Party). WHEREAS A. ABC is, inter alia, engaged in the business of _________ and has its manufacturing facility at _____________ In addition to the aforesaid, the ABC Undertaking also includes plant utilities, necessary industrial, administrative and social infrastructure for supporting the activities and operations of the ABC Undertaking and current assets, benefits of existing contracts, operating Licenses, concessions, intellectual properties owned by ABC and used for the benefit of the Undertaking and all other intangible property rights and privileges pertaining or belonging to the Undertaking. B. DEF is, inter alia, engaged in the business of _________________ and having its manufacturing facilities _____________ In addition to the above, the DEF Undertaking also includes plant utilities, necessary industrial, administrative and social infrastructure for supporting the activities and operations of the DEF Undertaking and current assets, benefits of existing contracts, operating Licenses, concessions, intellectual properties owned by DEF and used for the benefit of the Undertaking and all other intangible property rights and privileges pertaining or belonging to the Undertaking. C. With a view to emerging as a globally competitive manufacturer through economies of scale, increase in efficiency and rationalization of operations and to generally enhance stakeholders value, ABC and DEF have agreed to consolidate their respective undertakings into a single entity in the manner as contemplated hereinafter. D. In order to undertake the Business, ABC is in the process of promoting a public company with limited liability under the provisions of the Companies Act, 1956 under the name and style of XYZ (the Company or XYZ) and to acquire therein the Undertakings, of ABC and DEF as briefly described herein above and for the participation of the Parties in XYZ in the manner as envisaged in this Agreement.

E. It is deemed necessary and expedient to enter into this Agreement for giving effect to the consolidation of the two Undertakings as contemplated here in above and define the relationship between the Parties inter se and with XYZ including conduct of business of XYZ, pending grant of requisite approvals including of the concerned Financial Institutions and banks (collectively the Lenders) and the shareholders of ABC and DEF respectively and such other approvals, consents and authorizations as may be necessary or required to give effect to the transactions and the joint venture contemplated herein (collectively Approvals). NOW THEREFORE IN CONSIDERATION OF THE PREMISES SET FORTH HEREINABOVE AND OF THE MUTUAL COVENANTS AND UNDERTAKINGS SET FORTH HEREINAFTER THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS : 1. Definitions and Interpretation 1.1 Definitions In this Agreement unless the context otherwise requires the following expressions shall have the meaning hereinafter respectively assigned to them: Agreement means this Agreement as amended from time to time in accordance with the provisions contained in this behalf in this Agreement. "Agreed Proportions" means the ratio which the the Share holdings of the Parties (together with their respective Associates, Investor Affliates and Party Lenders with whom they have firm buy back agreement to purchase their share holding within a period not exceeding 3 (three) years) in the Equity Capital bear to each other e.g. if the percentage of Shareholding of one party is 55% and the other Party is 45% then the agreed proportion as between them shall, be 55:45. Approvals shall have the meaning ascribed thereto in Recital above. Articles means the proposed Memorandum and Articles of Association of XYZ as set out in Schedule 1. Associate means in relation to a Party, any holding company or subsidiary direct or indirect, of that Party or any other subsidiary or subsidiaries of any such holding company or subsidiary or any company under common control, or any person holding not less than 10% (ten percent) of such Partys issued and paidup equity share capital (the investment associate), or any holding company or any other subsidiary or subsidiaries of any such holding company or subsidiary of such investment associate, whether situate in India or elsewhere in the world. Audited Accounts mean the Auditors Report and audited accounts of the Company for any financial year of the Company. Auditor means such firm of Chartered Accountants as are appointed statutory auditors of the Company from time to time. Board means the board of directors of the Company. Budget means the annual operating budget of the Company as approved and/or modified from time to time by the Board.

Business shall have the meaning ascribed thereto in Clause 3.2 hereinafter. Business Plan means the business plan for the Company as approved and/or modified from time to time by the Board. Chairman means the Chairman of the Board for the time being. Company or XYZ shall have the meaning ascribed thereto in Recital D hereinabove. Company Lenders means term lending financial institutions, and banks who lend and advance or agree to continue loans, advances and other financial facilities to the company including working capital loans, advances and facilities, and as security for whole or part of which they hold a charge on the whole or part of the XYZ Undertaking (other than assets taken on lease and forming part of the XYZ Undertaking) including current assets, and leasing finance companies who have provided on lease equipment and other assets forming part of the XYZ Undertaking at the Effective Date or the Vesting Date or at any time thereafter. Companies Act means the Companies Act, 1956 as amended from time to time and shall include any statutory re-enactment thereof. Control means in relation to a company, where a person (or persons acting in concert) has or has agreed to obtain direct or indirect control (1) of the affairs of that company, or (2) over more than 50 per cent of the voting rights of shareholders in that company which are ordinarily exercisable in general meting or (3) of the composition of the board of directors of that company. For these purposes persons acting in concert are persons which actively co-operate, pursuant to an agreement or understanding (whether formal or informal) with a view to obtaining or consolidating Control of that Company. Deed of Adherence means a deed in the form set out in Schedule II. "Directors" means the directors of the Company for the time being and shall include their duly appointed alternates. Effective Date shall have the meaning ascribed thereto in Clause 2.1.3. "Encumbrance" means any mortgage, charge, lien, hypothecation, pledge, or any other security interest or encumbrance. "Equity Capital" means the issued and paid up equity share capital of the Company. "FIs" means term lending financial institutions, development and other banks, finance companies, leasing companies and financial and investment corporations. Undertakings means the DEF Undertaking and the ABC Undertaking collectively. Financial Year means the period of twelve months ending on the [31st March] or any other day in each year or such other period as may be determined by the Board from time to time or any time. Intellectual Property means the all rights and benefits of use and exploitation, to the extent such rights and benefits are vested in or available to the parties and subject to such restrictions as are applicable thereto, of all intangible assets relating to and

forming part of the business of their respective Undertakings including but not limited to goodwill, trade marks, patents, technical know-how, processes, quality control know-how, and processes, confidential information, basic and detailed engineering drawings, civil, structural, mechanical, electrical and instrumentation drawings and specifications, operation and maintenance manuals and safety manuals relating to the operation and maintenance of manufacturing facilities, utilities and services facilities of and relating to manufacture, processing and handling of the Products and the marketing and sale thereof. Lead Bank means in case of DEF, the Canara Bank, and in the case of ABC,, the State Bank of Patiala, who act as leaders of the respective consortiums of banks who have lent and advanced moneys to DEF and ABC respectively for meeting the working capital requirements of their respective Undertakings. Lead Institution means in case of DEF, the ICICI Limited (ICICI) and in the case of ABC, the Industrial Development Bank of India Limited (IDBI), who act as leaders of the respective consortiums of financial institutions who have lent and advanced term loans to DEF and ABC respectively for their respective Undertakings. Managing Director means the Managing Director from time to time of the Company. Operating Licenses means all licenses, permits, consents, approvals, and registrations required or necessary under applicable laws and regulations for undertaking and carrying on the Business including manufacture, processing, handling, marketing and sale of the Products and all operations at XYZ Undertaking and the maintenance thereof. Party Lenders means term lending financial institutions and banks who have lent and advanced loans and provided fiscal facilities including working capital loans and advances and facilities to DEF and ABC respectively for their respective Undertakings and as security, for the whole or part of which, they hold a charge on the whole or part of the ABC Undertaking or DEF undertaking (other than assets taken on lease and forming part of their respective Undertakings) including current assets, as the case may be, and leasing finance companies who have provided on lease equipment and other assets forming part of the respective Undertakings of ABC and DEF respectively, at the Effective Date or the Vesting Date or at any time thereafter. Products means ____________-. Remaining Shareholder means, for the purposes of Clause 6, where the transferor is DEF and its Associates, ABC, and where the Transferor is ABC and its Associates, DEF. Shareholders mean all persons holding Shares for the time being in the issued and subscribed Equity capital of the Company. Shares mean the equity shares in the Equity Capital of the Company. Transferee means for the purposes of Clause 6, a person to whom a Shareholder wishes to transfer all or some of its Shares. Transferor means, for the purposes of Clause 6, a shareholder wishing to transfer all or some of its Shares.

Transfer Agreements shall have the meaning ascribed thereto in Clause 3.3 Transfer Date means the date (i) in relation to the DEF Undertaking, on which the right and title to whole or substantially the whole of the DEF Undertaking is transferred to and vested in the XYZ and (ii) in relation to the ABC Undertaking, on which the right and title to whole or substantially the whole of the ABC Undertaking is transferred to and vested in the XYZ XYZ Undertaking means DEF Undertaking and ABC Undertaking collectively. Vesting Date means the earlier of the date (i) on and from which the business of the ABC Undertaking and DEF Undertaking is commenced to be carried on or is deemed to be carried on by XYZ on its own account, or (ii) on which ABC and DEF have received all of the following approvals/consents: (a) Party Lenders have accorded their consent to DEF and ABC respectively for the transfer and vesting their respective Undertakings into XYZ; (b) Consent/approval of the respective Board of Directors and shareholders of DEF and ABC to the transfer and vesting their respective Undertakings into XYZ; and (c) Consent/no objection by the Income tax authorities to DEF under Chapter XX-A of the Income tax Act, 1961 to DEF for the transfer and vesting of the immoveable property comprised in the DEF Undertaking into XYZ. 1.2 Construction of certain references 1.2.1 Except as the context otherwise requires, references in this Agreement to: (i) a document in agreed terms shall be to a document in writing in the terms agreed between the Parties thereto and signed by them or on their behalf by their duly authorised representatives; (ii) information means books, records or other information in any form including in writing on paper, electronically stored data, magnetic media. (iii) this Agreement shall be to this Agreement as from time to time amended, modified or superseded and shall include its Schedules. (iv) a Clause or Schedule shall, unless otherwise stated, be to a Clause or (as the case may be ) Schedule of this Agreement. (iv) a time of day shall be to Indian time; (vi) the words denoting singular shall include plural and vice versa, and words denoting natural persons shall include firms, partnerships, companies and other bodies corporate and entities whether or not having a separate legal activity);

(vii) any agreement, consent, approval, authorisation, notice, communication or information required under or pursuant to this Agreement from or by any Party to the other of them shall be valid and effectual only if it is in writing and under the hands of duly authorised representative of such Party and not otherwise; and (viii) any reference to a statute or statutory provision shall include such statute or provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder or pursuant hereto. 1.2.2 Headings are for convenience of reference only and shall be ignored in the construction or interpretation of this Agreement. 2. Conditions Precedent 2.1 Effective Date 2.1.1 The conditions precedent to performance of obligations of the Parties under Clause 4.2, 4.3, 4.4, 4.5 and 4.6 and Articles 6,7,8 and 10 of this Agreement are: (i) receipt of all consents and approvals from Party Lenders for transfer of DEF Undertaking and ABC Undertaking to XYZ and assignment of debt pertaining to DEF Undertaking and ABC Undertaking as on the vesting Date on terms and to the extent as acceptable to DEF and ABC; (ii) receipt by DEF and ABC respectively of all corporate consents and approvals for transfer of DEF Undertaking and ABC Undertaking to XYZ on terms acceptable to DEF and ABC; and (iii) receipt by XYZ of all consents and approvals including from Company Lenders for issue of Shares to DEF and ABC in consideration of the Transfer of DEF Undertaking and ABC Undertaking to XYZ. 2.1.2 DEF and ABC may in their discretion waive all or any of the conditions setforth in Clause 2.1.1 above. 2.1.3 The date on which all of the conditions setforth in Clause 2.1.1 are satisfied or are waived by DEF and ABC pursuant to clause 2.1.2 above, is for the sake of brevity hereinafter referred to as the Effective Date. 2.2 Responsibility of the Parties 2.2.1 Each of ABC and DEF shall make requisite applications to their respective Lenders for grant of requisite approvals and consents for transfer and vesting of ABC Undertaking and DEF Undertaking and assignment of associated debt respectively to XYZ. 2.2.2 Each Party and/or XYZ shall make requisite applications to the concerned GOI and other governmental and regulatory authorities, Central or State, for grant of requisite approvals for transfer of all Operating Licenses to the Company and/or issue of new Operating Licenses to XYZ. 2.2.3 Parties shall take necessary steps including applying for and making good faith efforts to obtain requisite approvals and all procedural and statutory compliances for

the transfer and vesting of the Undertakings in XYZ in accordance with law and in a tax efficient and mutually beneficial manner. 2.2.4 Each Party undertakes to use all reasonable endeavors to procure that the condition precedent setforth in clause 2.1.1 is satisfied as soon as reasonably practicable. All requests and enquires from Lenders shall be dealt with by the receiving Party in consultation with the other of them. Parties shall co-operate with each other and provide all necessary information and assistance to the other as may reasonably required by Lenders. 2.3 Parties acknowledge that earliest occurrence of the Vesting Date is in their mutual interest and they shall accordingly take all such steps and do all such acts deeds and things as may reasonably be necessary and required for the said purpose. 2.4 Non satisfaction If the Vesting Date has not occurred by _________ then this Agreement (other than the provisions of Clause ___) may be terminated by either Party by a communication in writing to the other Party without being liable for the same in any manner whatsoever. 3. Incorporation of Company 3.1 ABC shall promote and incorporate XYZ as a public company with limited liability under the Companies Act, with its Registered Office in the State of Uttar Pradesh. 3.2 The main objects of XYZ shall, inter alia, be to engage in the business of production, marketing, sale and distribution of the Products and to that end Parties would cause XYZ to acquire the DEF Undertaking and ABC Undertaking. 3.3 Parties shall cause XYZ to enter into appropriate agreements with DEF and ABC for the transfer of DEF Undertaking and ABC Undertaking respectively in form and content including consideration as agreed between the Parties, the XYZ and the Party Lenders (the Transfer Agreements). The transfer and vesting of Undertakings in XYZ shall be free from all encumbrances charges and liens, save and except as is otherwise expressly setforth in the Transfer Agreements. 3.4 Parties agree that on and from the Effective Date and till the Vesting Date: 3. 4.1 the business and affairs of the their respective Undertaking shall be conducted in the ordinary course of business and there shall be no sale, transfer, assignment and nor shall there be created any lien, charge or eEncumbrances on the whole or any part of the their respective Undertakings including their assets and stocks other than in the normal course of business and unless it is necessary in the interest of the relevant uUndertakings; and 3. 4.2 Neither Party will prior to the Transfer Date, save and except with the previous consent of the Other party or in the normal course of business : (i) create, expend, grant or issue or agree to create, expend, grant of or issue any Encumbrances on whole or any part of its Undertakings;

(ii) enter into any long term, material or abnormal capital commitments in respect of its respective Undertakings other than in the ordinary course of the business; (iii) do or suffer anything whereby their financial position of Undertakings shall be rendered less favorable than at the date hereof save and except in the ordinary course of business; (iv) cause to pass any resolution in its Board or any General Meeting creating or granting any special rights or privileges in favor of any person other than XYZ in respect of the whole or any part of its Undertakings; (v) pay or, agree to pay all or any of the officers or workmen of its Undertakings any additional or further remuneration, bonus or allowance other than in the ordinary course of business; (vi) dispose of any material part of the fixed assets or other assets of its Undertakings other than in the ordinary course of business. 3.5 Each Party shall bear its own costs and expenses (including travel and accommodation expenses, salaries, allowances and out-of-pocket expenses) involved in the preparation, negotiation and execution of this Agreement. All expenses, costs, duties and levies for incorporation of XYZ and on and from the date of incorporation thereof shall be borne by the Parties in equal proportion and the parties shall procure that the Company (to the extent certified by the Auditors) to reimburse to the Party incurring such expenses, the same. 4. Share Capital OF THE COMPANY 4.1 Authorised Capital The initial authorised share capital of XYZ shall be Rs.1,00,000 (Rupees one lakh) divided into 10,0000 (ten thousand) equity shares of the par value of Rs.10.00 (Rupees ten) each. After the Effective Date the authorized share capital of XYZ shall be increased to a level consistent with the capital requirements of XYZ having regard to the consideration payable by XYZ for the Undertakings and the funding pattern approved by the company Lenders. Such increase in authorised share Capital of XYZ could be partly equity and partly unclassified or preference share capital as the Board may deem appropriate and is permissible in law. 4.2 Issued and Paidup Share Capital 4.2.1 The issued and paid up Equity Capital of XYZ shall be determined on the basis of consideration payable by XYZ for the Undertakings. 4.2.2 The initial issued and paidup Equity Capital shall be issued for consideration other than cash and accordingly each Party shall be issued, subject to Clause 4.2.3 below, such number of Shares in the Equity Capital as is agreed between the Parties as consideration payable by the Company to such Party for its Undertaking pursuant to the relevant Transfer Agreement provided, however the ratio of Share holding of the Parties in such initial issued and paidup Equity Capital shall be as follows : 4.2.3 Notwithstanding anything to the contrary contained in Clause 4.2.2 above, in the event Party Lenders seek issue of Shares in the Equity Capital of the Company in satisfaction of whole or part of the debt owed to them by a Party (the Party Debt) the Shares to be issued to such Party Lenders on account of such conversion of Party

Debt (the FI Shares) shall be reduced from the number of Shares to be issued or allotted to such Party pursuant to Clause 4.2.2 above and upon such issue and allotment of Shares to party Lenders the Agreed Proportions shall be adjusted to reflect the same. 4.3 Additional Capital 4.3.1 Subject to provisions of Clause 4.4, for business exigencies at a future date, the Parties agree in principle to the following: (i) dilution of their respective shareholding to less than the percentage contemplated by Clauses 4.2.2 and 4.2.3 above, and (ii) listing of the shares of the Company on the Stock Exchanges in India. 4.3.2 Subject to the provisions of Clause 4.3.1 above (i) the ratio of the combined equity Share holding of each Party hereto together with the equity share holding of its Associates and Investor Affiliates and any of its Party Lenders, who had converted part of their debt into equity pursuant to Clause 4.2.3 above and who have entered into with such Party a firm buy back agreement for the sale of their Share holding by such Party not later than five years from the date of this Agreement shall be basis for determination of Agreed Proportions; (ii) the listing of the Shares of the Company on the Stock Exchanges in India would be by mutual consent of the Parties or as agreed between the Parties and Company Lenders or as envisaged in the Business Plan of Company as approved by its Board or as otherwise provided in this Agreement; and (iii) Neither Party shall without the prior consent of the Other Party acquire any Shares out of the Shares issued by the Company for securing the listing of the Companys Shares on Stock Exchange(s) in India or elsewhere or from the Party Lenders of the Other Party or any third party save and except as otherwise expressly permitted by this Agreement. 4.4 Rights Issue 4.4.1 In case of a Rights Issue of Shares (Rights Issue) in accordance with this Agreement, the Company shall offer Shares in Rights Issue (the Rights Shares) to the existing shareholders in proportion to their existing share holding in the Company in accordance with the Companies Act. A Party shall be entitled to subscribe either itself to its entitlement of such Rights shares or to renounce in favor of its Associates or Investor Affiliates (who agree to be bound in writing by the terms of this Agreement) or the other Party to subscribe to its entitlement of such Rights Shares. 4.4.2 If either Party desires to get its entitlement of Rights Shares (the nonsubscribing party) funded, it may renounce in favor of any Banks, FIs mutual funds and any other financier (the Investor Affiliate) to subscribe to its entitlement of Rights Shares (the Loan Shares) provided (i) such Investor Affiliate and the NonSubscribing party shall have entered into a firm buy-back agreement whereby the Investor Affiliate s) has agreed to sell and the Non-Subscribing Party has agreed to buy back such Loan Shares within a period not exceeding 3 (three) years from the date of allotment of the Loan Shares to such Investor Affiliate (s) by the Company and (ii) the Investor Affiliate (s) shall not be entitled to transfer, assign, sell or otherwise encumber or dispose off or transfer such Loan Shares in any manner whatsoever

during the said 3 (three) year period without giving to the other Party the right of first refusal in accordance with Clause 6 below. During the said 3 (three) year period for so long as the Investor Affiliate (s) holds the Loan Shares, for the purposes of determining the rights of the Non-subscribing Party under this Agreement, the aggregate of the Shareholding of such Non-Subscribing Party and Investor Affiliate (s) shall be deemed to be the Share holding of such Non-Subscribing Party. 4.4.3 Should the Non-Subscribing Party fail to acquire the Loan Shares within the 5 (five) year period referred to in Clause 4.4.2 above, unless otherwise mutually agreed between the Parties , the Investor(s) shall be entitled to retain such Loan Shares in its own right but subject always to the provisions of Clause 6 below, and in such an event the Agreed Proportion shall be adjusted by deduction of the Loan Shares so retained or sold to a person other than the Non-Subscribing pParty and the rights of the parties under this Agreement shall be adjusted accordingly. 4.5 Unless otherwise agreed by DEF and ABC in writing, any additional issue of Shares by the Company in its Equity Capital (other than a Rights Issue) shall be offered and issued to the Parties in the Agreed Proportions. 4.6 Notwithstanding anything to the contrary contained in Clause 4.4 above if the Parties shall fail to subscribe and pay or cause their Associates or Investor Affiliates to subscribe and pay for any of the Rights Shares offered to it in accordance with this Agreement (the "Rejected Shares") within such period not being less than 30 (thirty) days from the date of offer of Rights Shares by the Company, as the Board may determine, the following shall apply to the disposal of such Rejected Shares: 4.6.1 The Board shall offer the Rejected Shares to all the other Shareholders (the Other Shareholders) in proportion to their respective Shareholding in the Company and such Shareholders shall be entitled to subscribe to such Rejected Shares themselves, or if such Shareholder is a Party to this Agreement, to cause its Associate(s), nominated in this behalf by it and who agree(s) in writing to be bound by the terms of this Agreement, to subscribe to the same within the period prescribed in this behalf by the Board. 4.6.2 Any Other Shareholder receiving an offer pursuant to Clause 4.6.1 above shall be entitled to apply for issue and allotment of additional shares i.e. for more shares than the number of Shares it is entitled in a Rights Issue on the basis of its existing Share holding. In case of any Rejected Shares being available after issue and allotment to the Other Shareholders in proportion to their respective Share holding in the Company as on the date of offer of Rejected Shares to them (the Surplus Shares), such Surplus Shares shall be issued and allotted to such of the Other Shareholders who had applied for additional Shares in proportion to their existing Share holding as on the date of offer pursuant to Clause 4.6.1. 4.6.3 Any Rejected Shares, not accepted by any Share holders and/or their respective Associates and/or Investor Affiliates , may be offered by the Board to any third party or parties on terms no more favorable than those offered to the other Shareholders or, in the alternative, the Board may in its discretion decide to seek listing of Shares of the Company on one or more Stock exchanges in India. In such an event the provisions of Clause 5 shall apply. 4.6.4 For the purposes of Clauses 4.5 and 4.6 any offer to the Shareholders to subscribe to any Shares must be made in writing by the Board. Any Party or its Associate(s) and/or Investor Affiliates , nominated in this behalf by such Party, wishing to accept such offer from the Board must do so by giving notice in writing and which notice must be received by the Board no later than 30 (thirty) days after the date the offer was made by the Board.

4.7 The issue and allotment of shares by the Company to the Parties and/or to their Associates/Investor Affiliates pursuant to Clause 4.2 above shall be only upon the transfer and vesting of their respective Undertakings in the Company in accordance with Transfer Agreements to be entered into between DEF and the Company and ABC and the Company for their respective Undertakings. 4.8 The Parties and other person(s) subscribing to the Shares pursuant hereto shall hold their Shares subject to the Memorandum and Articles of Association of the Company, this Agreement, the applicable laws and approvals and such other conditions as may be prescribed by the Company in general meeting or the Board. 4.9 Notwithstanding anything to the contrary contained in this Agreement DEF and ABC shall hold directly and in their own respective names not less than 26% (twenty six percent) each of the issued and paidup Share capital of the Company i.e. excluding the Share holding of their respective Associates and Investor Affiliates . 5. Listing of Shares on Stock Exchanges 5.1 In the event of 5.1.1 the Parties agreeing; or 5.1.2 a Party requiring pursuant to Clause 6.4(a); or 5.1.3 the Board deciding in accordance with the provisions of Clause 4.6.3 to seek listing of the shares on one or more Stock Exchanges in India, the provisions of Clause 5.2 shall apply. 5.2 In the event: 5.2.1 the Parties mutually agreed to seek listing of Shares for any reason other than those setforth in Clauses 5.1.2 and 5.1.3, the Parties shall cause the Company to issue and offer such number of additional shares as may be necessary to list the Shares of the Company on one or more Stock Exchanges in India or abroad in accordance with applicable laws and regulations and to make public offer thereof for subscription. 5.2.2 In the event of the Shares being required to be listed for the reason setforth in Clause 5.1.2 above, the Shares held by the Selling Member not being less than the minimum number required for securing listing on a Stock Exchange shall be offered by such Selling Member to public for sale. 5.2.3 In the event of the Shares being required by the Board to be listed for the reason setforth in Clause 5.1.3, the Board shall offer the Shares available pursuant to Clause 4.6.3 for subscription to public provided the number of shares so available are sufficient to meet the minimum number required under applicable laws and regulation to secure listing of the Shares on one or more Stock Exchanges in India or abroad. 5.2.4 The Board shall determine the Stock Exchange or Exchanges on which the Company shall seek listing of its shares and shall offer the shares, required to be offered for securing such listing, to public through prospectus in accordance with the procedure prescribed, and the applicable laws and regulations, for cash at par or such premium as the Board may in its sole discretion determine save and except in case of offer for the reason setforth in Clause 5.1.2 above, in which case subject to applicable regulations the offer price shall be as determined by he Selling Party.

5.2.5 Costs of all public offer of Shares pursuant to this Clause 5.2 shall be met and be borne by the Company 5.3 For the purposes of seeking listing of Shares of the Company on one or more Stock Exchange(s) pursuant to this Agreement, the Parties agree to cause (subject to it being feasible under applicable regulations) the Board and the Company to undertake the same through book building process in accordance with the applicable regulations and to seek listing of Shares through such book building process not later than 3 (three) months from the date the Board determines or the parties agree or a Party requires listing, as the case may be. 5.4 The Parties agree and covenant that in the event of shares of the Company being required to be listed in one or more Stock Exchanges pursuant to any provision of this Agreement, the Parties shall cause the company to amend its Articles of Association to the extent necessary and required to permit listing of the shares of the Company and to facilitate offer of Shares to public for the said purpose. Parties agree to do all such acts, deeds and things as may be necessary or required or incidental to secure listing of shares of the Company on one or more Stock Exchanges in India or abroad including for offer of shares to public for the purpose. 6. TRANSFER AND SALE OF SHARES 6.1(a) Notwithstanding anything to the contrary contained herein, no Party shall, nor permit its Associates and Investor Affiliates to sell, transfer or assign or create any Encumbrance on (except to the extent required by the Lenders) the whole or part of its share holding in the Company save and except in accordance with and as expressly provided in this Agreement. (b) A party and its Associates and Investor Affiliate may assign, or create any Encumbrance on all or any of the Shares held by it/them in favor of any FIs or other lenders (the "Encumbrance Holder") provided it is a term of such Encumbrance that the Encumbrance Holder thereof shall be bound by the terms of this Agreement and in the event of any sale of any of the Shares which are subject to any Encumbrance (the "Encumbered Shares") by such encumbrance holder, the same shall always be subject to the right of first refusal of the Other party under and in accordance with Clauses 6.3 and 6.4. 6.2 Parties covenant that they shall abide by the provisions of this Agreement and agree and undertake that they shall cause the Company to not register any transfer of Shares in contravention of any provision of this Agreement. 6.3 subject to Clause 6.5 below, in the event of either DEF or ABC or their respective Associate(s) or Investor Affiliates holding Shares in the Equity Capital desiring to sell or dispose of its/their share holding in the Company, it shall give to the other of them the right of first refusal in the manner as provided in Clause 6.4 hereinafter. If on account of applicable laws or regulations either Party or its Associates are unable to acquire shares so offered to it, such Party will be entitled to designate a person of its choice to whom the shares in whole or in part shall be transferred. 6.4 Right of First Refusal. (a) Subject to Clauses 6.1(b) and 6.5 neither DEF and/or its Associate and/or Investor Affiliates nor ABC and/or its Associate and/or Investor Affiliates (the Selling Member) shall sell, transfer, gift, or otherwise dispose of in any way or manner any of its Shares until (i) it has delivered to the Company and to the other of them (the "Remaining Party") an irrevocable written offer to sell all or part of its share holding (the "offer") in the Company ("Sale Shares") at a price (the "Offer Price") stated in the offer and (ii) the Remaining Party shall have failed to accept the offer for all of the Sale Shares within 90 (ninety) days after the receipt of the offer. The Remaining Party

shall convey its acceptance, if any, to the Selling Member within 90 (ninety) days of receipt of the offer by it. If the Remaining Party accepts the offer but does not agree to the Offer Price and the Selling Member and the Remaining Member are unable to mutually agree on the sale price within 60 (sixty) days of the date of acceptance of the Offer by the Remaining Party, the Selling Member shall be obliged to sell all the Sale shares to a third Party selected by the Remaining Party at the Offer Price and if the Remaining Party shall fail to procure any third party to purchase the Sale Shares within 30 (thirty) days of his failure to accept the Offer Price or to mutually agree on the sale price with the Selling member, which ever is later, the Selling Member shall be entitled to sell the Sale Shares to any third party at price and on terms not more favorable than those setforth in the offer or, in its discretion, sell on a Stock Exchange in India the Sale Shares together with such further Shares from its Shares holding in the Company as is necessary or required to secure listing of the Company's Shares on Stock Exchange(s) in India or such further Shares from its holding as the Selling Member may deem appropriate. In the event of the Selling Member deciding to sell the Sale Shares on the Stock Exchange as setforth in the immediately preceding sentence, the parties shall cause the Company to do all such acts, deeds and things as are necessary under applicable regulations including amendments to the articles to enable such sale on the Stock Exchange(s) and the listing of the Shares thereon. (b) In the event of Selling Member exercising pursuant to sub-clause (a) above the option to sell the whole or any part of its Share holding on Stock Exchange and provided the Shares proposed to be offered for sale to public by the Selling member are sufficient in number to secure listing of the Company's Shares on Stock Exchange(s), the provisions of clause 5 shall apply. (c) Parties shall cause the Company to take all procedural steps necessary for making such sale by public offer on Stock Exchange(s) pursuant to and in accordance with Clause 6.4 (a) read with Clause 5 expeditiously. (d) On acceptance of Offer, within 60 days thereof the sale and purchase of the Sale Shares shall take place (the Closing). At the Closing the Remaining Party shall pay or cause the person or persons nominated by it to purchase and pay the Offer Price for the Sale Shares in full in cash against delivery of the Sale Shares together with such number of duly executed share transfer deeds (with name of the Transferee left blank) as the Remaining Member or its such nominee may require. (e) if the transfer of the Sale Shares requires any consent or approval or notice, the period prescribed for cClosing under sub-clause (d) above shall be extended to the earlier of (i) the date when the requisite consents/approvals are obtained and/or expiry of the notice period, or (ii) the end of the 3 (three) calendar months immediately following the month in which the Remaining Member conveyed its irrevocable written acceptance of the offer in accordance with sub-clause (a) above. If within the said 3 (three) month period described in the immediately preceding sentence the Selling Member or the Remaining Member, as the case may be, is unable to obtain any requisite consent/approval for transfer or purchase of the Sale Shares and provided notice period, if any, prescribed under any applicable regulations has expired, the Selling Member's irrevocable written offer to sell the Sale Shares shall, unless extended by mutual agreement of the Parties, be deemed to have expired and the Selling Member shall not be entitled to transfer the Shares to any person except by again making an irrevocable written offer under and in accordance with sub-clause (a) above. 6.5 If any person purports to acquire any of the Shares, or any interest therein, in a manner not specifically permitted by this Agreement (the "Default Shares"), whether by operation of law or by voluntary act or otherwise, the Remaining Party or any person(s) nominated by the Remaining Party shall have the right, but not the obligation, to purchase at lower of (i) the

Book Value minus 10% of Book Value or (ii) the apparent consideration paid therefor, any or all of the Default Shares purported to have been thus acquired. However, the failure of the Remaining Party to purchase the Default Shares at lower of the Book Value minus 10% of Book Value or the apparent consideration paid therefor shall not be deemed or construed to validate the purported transfer of the Default Shares in violation of this Agreement, which purported transfer shall be null and void. As used in this Clause 6.5, "book value" shall mean the book value of the Default Shares in question determined in accordance with the last available audited balance sheet of the Company. The determination of book value by a chartered public accountant or firm of chartered public accountants then acting as the Company's regular independent statutory auditors shall be final, conclusive, and binding on the Company, the Parties and the person(s) purporting to have acquired the Default Shares in violation of this Agreement, and their respective successors in interest. 6.65 Provisions of Clauses 6.1, 6.2, 6.3 and 6.4 above shall not apply to any transfer of Shares inter-se between a Party and its Associates and/or Investor Affiliates or inter se between its Associates and/or between Investor Affiliates and Associates who have agreed to be bound by the terms of this Agreement and the same shall not be subject to the right of preemption and first refusal contained therein and no such transfer shall be deemed to be nor shall it constitute a breach of this Agreement. 6.7 Notwithstanding anything to the contrary contained in this Agreement a party shall, before transferring to any third party its Share holding or control in an Associate holding any Shares, cause such Associate to transfer or otherwise assign its right, title and interest in the shares to itself or to any other Associate who agrees in writing to be bound by the terms of this Agreement. In the event of a Party transferring to any third party its Share holding or control in such Associate in contravention of this clause 6 and such contravention is not remedied within 30 days of the date of receipt of notice in this behalf from the other party, such Associate and the defaulting Party shall be deemed to have offered the shares of the Company held by such Associate for sale to the other Party irrevocably in the manner provided in Clause 6.5. 7. REGULATION OF RIGHTS AND CONDUCT OF BUSINESS 7.1 The Parties acknowledge that their respective rights in the Company shall be regulated by this Agreement and the Articles and agree and undertake to be bound by and comply with the provisions of this Agreement and the Articles . The Parties shall procure that the Company acts in accordance with this Agreement and the Articles and that the business of the Company is confined to the Business in accordance with the Business Plans and Budgets . 7.2 The Parties shall at all times respectively endeavor to the best of their ability to promote the Business of the Company. 7.3 The Business of the Company shall at all times be conducted independently from the business of the Parties, but subject thereto the Company may in its discretion transact business with any of the Parties, including the purchase of goods and/or provision of services supplied by any of the Parties provided such goods or services are supplied on terms mutually agreed between ABC and DEF and are competitive. Without prejudice to the foregoing the Company may but shall not be obliged to purchase polyester chips from Flex Chemicals Ltd., a Associate of DEF and may sell any of the Products to DEF on terms mutually agreed between DEF, ABC and the Company. 7.4 Except as ABC and DEF may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement or in the Business Plan and/or Budget, ABC and DEF shall exercise their rights and powers in relation to the Company so as to ensure and procure that:

(a) the Company carries on and conducts its Business and affairs in a proper and efficient manner and for its own benefit and in accordance with the Business Plan and Budget; (b) save as may be agreed between ABC and DEF, the Company shall not enter into any agreement or arrangement with either Party or its Associates restricting its competitive freedom to take goods and services by such means and from such persons and on such terms as it may think fit; (c) the Business of the Company shall be carried on pursuant to policies laid down from time to time by the Board; (d) Company shall maintain adequate insurance against all risks usually insured against by companies carrying on the same or similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable value; (e) the Company shall keep books of account and therein make true and fair entries of all its dealings and transactions of and in relation to its business so as to give true and fair view of the business and affairs of the Company; (f) Company shall adopt such accounting policies consistent with the Companies Act as may from time to time be generally acceptable in India; (g) Company will provide ABC and DEF or to their respective designated nominees on the Board within 4 weeks after the end of each month with unaudited management accounts for such month, and such other data and information regarding its business and operations as may reasonably be requested by ABC and DEF; (h) the Company shall prepare such accounts in respect of each accounting reference period and Financial year as are required by statute and applicable regulations and procure that such accounts are audited as soon as practicable and in any event not later than the period permitted under the relevant statute; and (i) the Company will use its best endeavors to maintain the approvals, consents or licenses required for carrying on its business in full force and effect. 8. BOARD OF DIRECTORS AND MANAGEMENT OF THE COMPANY 8.1 The Company shall have a Board of Directors (the Board) which shall be responsible for the overall policy and the conduct of the business, affairs and operations of the Company except to the extent that applicable law, the Articles and this Agreement allocate responsibility over any particular matter to any of its members or officers or otherwise. The Board shall be entitled to delegate any of its powers and functions to such of its committees or directors or to such officers of the Company as may be deemed appropriate by the Board but subject always to applicable laws and regulations, the Articles and this Agreement. 8.2 The Board shall, exclusive of alternate Directors, comprise and be not less than 9 (nine) and nor more than 15 Directors of whom not more than one third shall be non-retiring Directors. 8.3(a) Unless otherwise mutually agreed by the Parties and subject to the provisions of Clause 10.2 so long as ABC and DEF are Shareholders, ABC and DEF shall be entitled to appoint one non-retiring Director each with right to remove and replace or DEFl any vacancy howsoever caused in their office by a communication in writing to the Company.

(b) In the event (i) the aggregate share holding of DEF and its Associates and Investor AfDEFiates including for the purposes of this Clause 8.3(b) share holding of any Party Lenders allotted Shares pursuant to Clause 4.2.3 (the Lender Shares) is not less than 45% of the issued and paidup Equity Capital, (ii) DEF and/or its Associate(s) have a firm and subsisting buy back arrangement with the Party Lenders referred to in Clause 8.3(b)(i) above whereunder such Lender shares held by such Party Lenders is required to be acquired by DEF and/or its Associate(s) not late than 3 (three) years from the date of this Agreement and (iii) the aggregate Share holding of ABC and its Associates and Investor Affiliates is not less than 55% of the issued and paidup Equity Capital. (iv) none of Party Lenders have appointed any nominee director on the Board by virtue of their share holding, the representation of the Parties on the Board shall be in equal proportion. In the event any of the conditions setforth in the preceding sentence of this Clause 8.3(b) is not satisfied, the representation of the Parties on the Board shall, subject to provisions of Clause 8.4 be in proportion to their respective share holding in the issued and paidup Equity Capital. The Chairman 8.4. Unless otherwise mutually agreed between the Parties, so long as DEF is a shareholder, _________ shall be the Chairman of the Board subject, however, to Clause 10 below. The Chairman of the Board shall be non-executive and shall not have a second or casting vote at meetings of the Board or any Committee thereof or the meetings of Shareholders where the Chairman presides. 8.5 The Chairman shall be ex-officio Chairman of general meetings of the Company in accordance with applicable provisions of the Act and the Articles of Association. At all Board meetings if the Chairman is present he shall preside, and in his absence the Managing Director shall be elected as Chairman for that meeting and shall preside and in the absence of the Managing Director, the Board may elect one of them to be the Chairman for that meeting. Managing Director and Senior Managers 8.6 The Company shall have a Managing Director (the MD) who shall be responsible for the conduct of the day to day management, business and affairs of the Company. Subject to the provisions of Clause 10 the MD shall be __________ and if for any reason the said _________ ceases to be MD, a nominee of ABC approved by the Board shall be appointed as MD. The Parties shall procure that the said _________ or the person selected as aforesaid, as the case may be, is appointed by the Board as MD. Senior Managers and other direct reports of the MD in the Company ("Senior Managers") shall be selected by the MD. 8.7 The MD shall be delegated by the Board adequate power and authority to undertake, conduct and carry on the day to day management, business and affairs of Company. The Parties shall procure that the Board delegates appropriate powers to the MD to discharge his functions and duties. MD shall report to and function subject to the supervision, direction and control of the Board. 8.8 Senior Managers shall be appointed by the MD and shall report to him. MD shall assign to the Senior Managers their duties and functions.

The Secretary 8.9 The Company shall have a Secretary as defined in the Companies Act. The Executive Committee shall select the Secretary and recommend him to the Board for appointment. The Board may appoint the person so recommended as Secretary, if found suitable by it. 8.10 The responsibilities of the Secretary shall include compliances in accordance with the Companies Act and maintenance of statutory records as required by the Companies Act. 8.11 If any Party is not satisfied with the performance of the Secretary, it shall be entitled to require his removal. On such requisition the Parties shall cause their respective nominees on the Board to vote and remove the Secretary from his office. In the event of such removal, such person's replacement shall be appointed in accordance with the procedure set out herein. Nominee Director 8.12 The right of nomination conferred on a Party hereunder shall include the right to require the other Party to procure that the Board and the Company shall remove at any time and from time to time from office such person nominated by that Party as a Director and the right of that Party at any time and from time to time to determine the period during which such person shall hold the office of Director. 8.13 Whenever a person ceases to be a Director or any vacancy shall occur in his office for any reason whatsoever, the Party who had nominated him shall be entitled to nominate forthwith another person for appointment as Director in the vacancy so caused. The Parties shall procure the appointment of such nominee as a Director. Alternate Director 8.14 Alternate Directors to be appointed for any nominee Director (the "Original Director") of each Party shall be persons proposed by such Party only and on such nomination the Parties shall cause their respective nominee Directors to vote for and cause the Board to appoint him as alternate Director for such Original Director. Such alternate Director shall be entitled while holding office as such to receive notices of meetings of the Board or any committee of the Board to which such Director has been appointed and to attend and vote as a Director at any such meetings of the Board or subject to provisions of Clause 8.22 at any such committee at which the Original Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the Original Director. . 8.15 The Company may pay such sitting fees to Directors, not exceeding the maximum permissible under the Companies Act, as may be determined by the Board. In addition to or in substitution of the sitting fee Directors may be paid commission not exceeding the maximum permissible under the Companies Act. A Director shall in addition be entitled to receive such remuneration for services performed for the Company not exceeding the maximum permissible under the Companies Act. Board Meetings and Resolutions 8.16 The Board shall meet at such time or times and at such place or places as it may deem appropriate provided at least one meeting of the Board shall be held in each quarter. 8.17 The Secretary shall as and when directed by the Chairman and/or the MD call a meeting of the Board. Further any Director may request the Chairman to call a meeting of the Board. Notice of every Board meeting whether first convened or adjourned shall be sent to each Director and his alternate so as to be received not less than 7 (seven) days before the day

such meeting is scheduled to take place unless such notice is waived by at least one nominee Director each of DEF and ABC. 8.18 Except in emergent cases, unless the Parties or a majority of the Directors agree otherwise (i) at least 7 (seven) days' written notice shall be given to all Directors for convening a Board meeting; and (ii) such notice shall be accompanied by an agenda of the matters to be discussed. In the event the Chairman, the MD or any Director (acting reasonably and in good faith) deems that circumstances exist which require a meeting to be convened at shorter notice, the Chairman on his own or at the request of such director direct the Secretary to call a meeting of the Board as aforesaid by giving less than 7 (seven) days' notice of such meeting. It is further agreed that (unless in any particular case the Parties shall otherwise agree) no resolution relating to any business may be proposed or passed at any Board meeting unless the nature of the business is specified in the agenda for the meeting. 8.19 No business shall be transacted at any Board meeting unless a quorum is present at the meeting. In the first instance the quorum for meetings of the Board shall be at least one third of the Board including at least one Director each nominated by the Parties hereto. A Director represented by his alternate shall be deemed to be present for the purpose of determining quorum. If within half an hour from the time appointed for a meeting a quorum as aforesaid is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other later day and at such other time and place as the Directors may determine. If at such adjourned meeting also, a quorum is not present, the meeting shall stand adjourned for further half an hour and if the quorum as aforesaid is still not present but the Directors present are at least one third of the Board, they shall constitute a quorum Provided however, no matter referred to in Clause 9.2 shall be considered at such adjourned meeting and the business at such adjourned meeting shall be confined only to the remaining items as specified in the agenda for such meeting and no matter not forming part of the agenda circulated for the meeting shall be considered at such adjourned Board meeting. 8.20 Subject to the provisions of the Companies Act and Clause 9.2, a resolution signed by a majority of the Directors for the time being shall be valid and effectual as if it is a resolution passed at a meeting of the Board of Directors duly convened and held. Any such resolution may be contained in a single document or may consist of several documents, all in like form. For the purposes of this Clause "in writing" and "signed" shall include approval by facsimile. Executive Committee 8.21 The Board shall constitute a 2 (two) member Executive Committee of the Board comprising of one nominee Director each of the Parties. It is agreed that normally no alternate Director shall be permitted to participate in Executive Committee Meetings. However in unavoidable circumstances alternate Directors may be allowed to participate in place of original Directors with the consent of the Parties. 8.22 The Chairman of the Executive Committee will be on annual rotation basis i.e. for first year DEF nominee shall be the Chairman of the Executive Committee and for following year ABC nominee shall be its Chairman and so on. Any member of the Executive Committee can request the Chairman of the Executive Committee to convene a meeting of Executive Committee and the Chairman of the Executive Committee shall promptly convene a meeting but not later than 7 (seven) business days of receipt of such request. 8.23 The Executive Committee shall be generally responsible for, finalisation of business plans and annual budgets, review of operations, review of performance of personnel and HRD matters, approval of general meeting notices etc. It shall also be responsible for approval of appointment of the Secretary, Head (Operations), Head (Marketing) and Head (Finance) by whatever name called.

All matters to be put up to the Board and specified in Clauses 9.1 and 9.2 shall in the first instance be put up for consideration of the Executive Committee. The Executive Committee shall also act as a forum for inter-action and resolving all matters inter se between the Parties. 8.24 (a) All decisions of the Executive Committee shall be by unanimous vote. In the absence of unanimity in respect of any matter, the same shall be referred to the Board for its decision. (b) The Chairman of the Executive Committee shall be entitled to invite such of the Senior Managers of the Company as he may determine provided if the chairman be an DEF nominee, such invitation to attend the meetings of the Executive Committee shall be in consultation with MD . Such invitees however will have no vote. 8.25 Annual Budgets and Business Plans During each Financial Year, the Company shall adopt an annual Budget for the next Financial Year and a Business Plan for the succeeding two (2) Financial Years. Each such annual Budget and Business Plan shall be prepared under the direction and supervision of the MD and submitted to the Executive Committee for its consideration. upon the approval thereof by the Executive Committee or in the event of there being no unanimity at the Executive Committee in respect thereof, the same shall be submitted to the Board for its approval at least one (1) month prior to the end of each Financial Year . 8.26 The Auditors The Auditors of the Company shall be selected by the Board. 9. MATTERS TO BE DECIDED BY THE BOARD 9.1 Except as otherwise required by this Agreement, the Articles, or the Companies Act, all resolutions and decisions of Directors shall be by vote of a majority of the Directors present at a duly convened meeting of the Board. Except as otherwise required by this Agreement, the Articles or the Companies Act, any action which can be taken by a Board at a duly convened meeting may also be taken by a resolution by circulation signed by all or a majority of the Directors. Subject to the provisions of Clause 9.4 Policy Matters setforth in Clause 9.2 below can be approved only by the Board with the affirmative vote of at least one nominee Director each of DEF and ABC. No Director shall have a casting vote. 9.2 All matters to be decided by the Board shall be determined by simple majority, except that no action or decision shall be taken nor any resolution passed in respect of any of the following matters (the Policy Matters) by the Board or any Committee thereof shall be valid and effective unless approved by majority and such majority comprises of affirmative vote of at least one nominee Director each of ABC and DEF: (i) Any change or modification in the rights of the Shareholders; (ii) Any amendment to the Memorandum and/or Articles of Association of the Company; (iii) Any increase in authorized or issued share capital, other than on rights basis if provided in Business Plan; (iv) Any consolidation of or reduction in the Share capital of the Company or creation of new classes of shares, whether voting or non-voting; (v) Any issue of debentures, bonds or other instrument convertible into equity Shares;

(vi) Any proposal for placing of the Company in voluntary dissolution or winding up; (vii) Any proposal for amalgamation or merger of the Company with any other company; (viii) Any sale, lease or transfer of the whole or substantial part of the undertaking or assets of the Company; (ix) creation of any mortgage, charge, lien or encumbrance on the assets of the Company other than for working capital advances or as contemplated in the annual Budget or Business Plan; (x) Any loan or other borrowing carrying right or option to convert whole or any part thereof or accrued interest thereon into shares of the Company or conversion of any debt or obligation of the Company into shares of the Company; and (xi) Any diversification or establishment of any subsidiary other than as contemplated in the annual Budget or Business Plan. 9.3 no action or decision in respect of any of the following matters ("Special Matters") shall be valid and effective unless part of or contemplated by an annual Budget or Business Plan or approved by a resolution passed by the Board or any Committee thereof by majority: (i) entering into of any material contract (over a value of Rs. 5 crore) outside the ordinary course of its business; (ii) the entering into, termination or variation of any contract or arrangement (whether legally binding or not) by the Company with a Party or any company which is a Associate of any Party; (iii) the incurring of any material expenditure or liability of a capital nature exceeding in aggregate Rs.5 (five) crore outside the Aannual Budget (including for this purpose the acquisition of any asset under lease or hire purchase); (iv) Borrowings and creation of charge on the assets of the Company other than as set forth in the annual budgets or business plans or for working capital advances; (v) Any proposal to confess any judgment of a value in excess of Rs.1 Crore against Company, (vi) Agreements or material transactions between the Company and any Director or shareholder of the Company or an Associate of such shareholder or any service contracts with any Party or its Associate(s) for provision of any service or management support or consultancy to Company; (vii) the recommendation for payment of any dividend or other distribution and appropriation of profits. (viii) the giving of any guarantee, indemnity or security in respect of the obligations of any third party; (ix) the entering into of any profit sharing, share option or similar other scheme for the benefit of the officers or employees of the Company or any material variation of any such scheme;

(x) Investments in shares or securities of or loans or guarantees to other firms, companies and bodies corporate and other entities excluding guarantees to Governmental authorities for tax/levy purposes or for the business of Company; (xi) approval of transfer of shares. (xii) any material change in the nature of the Company's business as carried on from time to time. (xiii) consenting to the assignment of, or the granting of options over any shares, debentures or other securities of the Company; (xiv) the Company entering into any joint venture or partnership with any person; (xv) any delegation by the Board of any of its powers to a committee of the Board or to any other person whatsoever save except as otherwise expressly provided in this Agreement; (xvi) Change in the name of Company; (xvii) Sale or any disposition surrender or licensing or acquisition (whether by purchase or licence) of any trade mark(s) or brand names(s). (xviii) Company providing any technical know-how, assistance and/or services to any third party. (xix) Approval of annual budgets and business plans; (xx) commencement of any material (above Rs. one crore) legal or arbitration proceedings (other than routine debt collection or claims of the Company against any vendor or purchaser of goods from Company); (xxi) appointing any Committee of Directors for any purpose; (xxii) early repayment of any loans; and (xxiii) appointment of Auditors and their remuneration and expenses 9.4 In the event that any resolution proposed at a meeting of the Board or any Committee thereof is not passed as a result of the operation of the provisions of Clause 9.2, the matter shall be referred to the Company in general meeting and if passed as a special resolution, the same shall be binding and effective notwithstanding anything to the contrary contained herein. 10. Duration 10.1 The rights of a Party i.e. DEF and ABC under this Agreement shall subsist so long as it holds not less than 26% of the voting share capital of the Company. 10.2 In case the voting Shareholding of a Party i.e. DEF or ABC, as the case may be, falls below 26% but is 10% or more of the voting share capital of the Company, then that party would have the right to appoint Directors on the Board of the Company in proportion to its share holding but shall, however, cease to have any other right or privilege under this

Agreement including nomination of a member to the Executive Committee or affirmative vote right under Clause 9.2 above. 10.3 In case the voting share holding of DEF or ABC, as the case may be, falls below 10% of the voting share capital of the Company, then this Agreement shall terminate provided however the obligation under Clause 6.4 shall survive such termination. Further in such an event such Party will procure its nominee Directors to tender their resignations from their respective offices as Directors of the Company forthwith without any claim for compensation for loss of office or otherwise except for salary (if any) and any other entitlements which may have accrued upto the date of their resignation. 10.4 Notwithstanding anything to the contrary contained in this Agreement for the purposes of this Article 10(i) Share holding of DEF shall mean the Share held by DEF in its own name and excluding the Shares held by its Associates and Investor AfDEFiates, and (ii) Share holding of ABC shall mean the Shares held by ABC in its own and excluding the Shares. 10.5 Subject to the provision of Clause 10.3 and other provisions of this Agreement, this Agreement shall also terminate on the earlier of: 10.5.1 the DEF and ABC agreeing in writing to terminate this Agreement, or 10.5.2 an effective resolution is passed or a binding order is made for the winding-up of the Company. 11. Pull-Along Rights 11.1 Subject to the provisions of Clauses 6.3 and 6.4, if at any time during the subsistence of this Agreement a Party holding not less than 30% (thirty percent) of the voting Shares (the Qualified party) shall enter into an agreement (including an agreement in principle) to dispose off its entire Share holding in the issued and paidup Share capital of the Company to any person or entity, the Qualified Party may require the other Party sell its Shares to such person or entity at the same price and on the same terms and conditions as those on which the Qualifying Party has agreed to sell such Shares. 12. RIGHT TO BUY OR SELL SHARES 12.1 If 12.1.1 a Party (the Defaulting Party) is in breach of any of its obligations under this Agreement in any respect, and such breach continues for sixty (60) days after the other Party has given notice in writing, specifying the breach and demanding cure thereof, to Defaulting Party; or 12.1.2 a court of competent jurisdiction shall enter a decree or order appointing a trustee or receiver of the Defaulting Party or in respect of substantial part of its assets or undertaking or shall approve a petition for or effecting an arrangement in bankruptcy, a reorganization pursuant to a bankruptcy act, or other judicial modification, or alteration of the rights of creditors of Defaulting Party, other than amalgamation or merger, and the operation thereof is not stayed within sixty (60) days from the date of entry thereof, or the Defaulting Party shall DEFe a petition for an assignment for the benefit of its creditors, or any court of competent jurisdiction shall enter a decree or order adjudicating Defaulting Party as bankrupt or insolvent; then upon the occurrence of such an event the other Party shall have the right to require the sale of shares by such defaulting Party to it in Company in accordance with Clause 6.5 6.4.

13. MISCELLANEOUS 13.1 In the event of the Company Lenders requiring appointment of their nominee/independent Directors on the Board, the Parties hereto shall facilitate such appointment and shall endeavour to select such independent Directors by mutual agreement. In the event of disagreement between the parties if such independent Directors to be appointed are even in number, the Parties shall appoint them in equal proportion and if they be in odd numbers the parties shall appoint in equal proportion and the odd number shall be appointed by mutual agreements of the Parties. 13.2 Each Party acknowledges and agrees that the restrictions on transfer of Shares contemplated in this Agreement is reasonable in view of the purpose and intent of the Parties. 13.3 Parties agree that subject to mutual agreement if any Shareholder guarantees are required by any Bank or FIs lending monies to the Company, the Parties shall provide the same in equal proportion save and except where such guarantees are required by Party Lenders, in which case such guarantees shall be provided exclusively by the Party to whom the debt of such Party Lenders relates. 13.4 The Parties shall procure that:13.4.1 the Company at all times maintain accurate and complete accounting and other financial records in accordance with the requirements of all applicable laws and generally accepted accounting standards and principles applicable in India; 13.4.2 annual audited accounts of the Company containing the balance sheet and profit and loss account and all such other information as may be required under Indian law and prepared in accordance with generally accepted accounting standards and principles applicable in India consistently applied shall be prepared and dispatched to the parties within four months of the end of each financial year of the Company. 13.4.3 each of the Parties or their authorized representatives shall, subject to at least 48 hours notice in writing to the Company be allowed access at all reasonable times to examine the books and records of the Company. 13.5 The Parties shall procure that immediately after the Vesting Date, the MD shall cause the Company to prepare and finalize Aannual Budget for the first year and a two year Business Plan for the first two financial years of the Company. The same shall be submitted to a meeting of the Executive Committee for its consideration and transmission to the Board and upon the approval thereof they shall be annual Budget and the Business Plan of the Company. The Board may in its discretion at any time and from time to time alter or modify such Budget and/or the Business Plan. 13.6(a) The Parties hereby agrees that each will exercise its voting rights for the time being in the Company and each Party shall take all such steps for the time being as shall lie within its power, to procure that the Directors appointed by each Party shall observe, comply with and implement the provisions of this Agreement. (b) The Parties shall at all times:(i) co-operate in good faith and execute such documents and take such actions as may reasonably be required to give full effect to the provisions and intent of this Agreement; and

(ii) promptly notify the other Party and the Company of all matters coming to its notice which may affect the title to or enjoyment of the XYZ Undertaking including premises, assets or properties of the Company, and all significant, orders and demands, and other communications received from GOI, GOUP or any government or quasi government authority in relation to the Operating licenses. (c) In the event that a Party hereto shall be rendered unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond the reasonable control of that Party, including but not limited to decrees or restraints of governmental authorities, orders of any court of competent jurisdiction, acts of God, strikes, war, riot and any other cause of similar nature, then the performance of the obligations hereunder of that Party, to the extent affected by such cause shall be excused during the continuance of such disability, but such disability shall as far as possible be remedied with all reasonable dispatch provided the Party claiming force majeure has notified the other Party with reasonable dispatch about the circumstances constituting force majeure and its likely duration with such evidence in support thereof as may reasonably be available with it. 13.7 No party shall make any media or other announcements, releases, disclosures or statements relating to this Agreement and the transactions which are the subject of this Agreement without the prior consent of the other party unless such announcement or release is required to be made by law or by a stock exchange or is to its employees, legal advisers and other consultants and may not be disclosed to any other person except: (a) to the shareholders or the Parties or their Associates; (b) for the purpose of this Agreement; (c) for securing or maintaining Operating Licenses or complying with the conditions thereof or of any other approval consent or authorisation from any government or statutory authority, agency or instrumentality; (d) in connection with legal proceedings relating to this Agreement; or (e) is otherwise not confidential. 13.8 All information received by the Parties from the Company or each other is either marked "Confidential" or is by its nature intended to be exclusively for the knowledge of the recipient alone shall be deemed confidential and exclusively for the knowledge of the Parties alone and shall not be disclosed or used to the detriment of the Company or the Parties until or unless the recipient can demonstrate (i) that it is or part of it, in the public domain, whereupon to the extent that it is public, this obligation shall cease, or (ii) disclosure is required by law or by the rules and regulations of any stock exchange or any other regulatory authority. 13.9 All rights of ABC under this Agreement shall be exercised by ________ and failing him by a Director of ABC authorised in this behalf by the Board of Directors of ABC and all rights of DEF under this Agreement shall be exercised by _________ and failing him by a Director of DEF authorised in this behalf by the Board of Directors of DEF 13.10(i) The Parties agree that during the subsistence of this Agreement neither party will enter into any negotiations or agreements, directly or indirectly, with any third Pparty with regard to the sale of its Undertaking including provision of technical Know-how, assistance and/or services in any manner whatsoever relating to production and marketing of the Products.

(ii) Neither Party shall for a period of 3 (three) years after it ceases hold 10% or more of voting share capital of the Company engage, directly or indirectly, in the business of manufacture marketing and/or dealing in Products including provision of technical know-how, assistance and/or services in any manner whatsoever relating to production and marketing of the Products in India or abroad. For the purposes of this clause the expression party shall include their promoters . 13.11 Subject to and excluding Article 10, for the purposes of other previsions of this Agreement Share holding of DEF shall mean the aggregate of its Share holding and that of its Associates and Investor Affiliates, and of ABC shall mean the aggregate of its Share holding and that of its Associates and Investor Affiliates , in the Company. 13.12 Notices All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause 13.11. Any such notice shall in case of DEF be marked Attention: _________ and in case of ABC be marked Attention: ___________. Any such notice may be delivered personally or by prepaid post letter with copy by electronic mail or facsimile transmission and shall be deemed to have been served if by personal delivery when delivered and if by prepaid post 15 days after posting. 13.13 Successors Bound This Agreement shall be binding on and shall enure for the benefit of the successors of the Parties. 13.14 Assignment No party may assign its rights or obligations in whole or in part hereunder without the prior consent of the other party Provided that this Clause 13.143 shall not prevent a transfer of shares pursuant to Clause 6. 13.15 Continuing Agreement All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect except in respect of those matters then already performed. 13.16 Good Faith Each Party covenants with the other Party to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement and the Articles. 13.17 Further Assurance The Parties shall, and shall use their respective reasonable endeavors to procure that any necessary third parties shall, do, execute and perform all such further deeds, documents assurances, acts and things as any of the parties hereto may reasonably require by notice in writing to the others to carry the provisions of this Agreement and the Articles into full force and effect. 13.18 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matters of this Agreement and supersedes any previous agreement, understandings and writings including the MOU dated ___________ between the Parties other than the agreement titled Basis of Acquiring Business and Valuation thereof of even data in respect thereof. No variation of or amendment to this Agreement shall be valid or effective unless made in accordance with Clause 13.24 13.19 No Partnership Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the parties hereto and none of them shall have any authority to bind the others in any way. 13.20 Accrued rights The termination of this Agreement however caused and the ceasing by any Shareholder to hold any Shares shall be without prejudice to any obligations or rights of either Party which have accrued prior to such termination or ceasure and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or continue in effect after such termination or ceasure. 13.21 Waiver No failure to exercise and no delay in exercising on the part of a Party of any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or, remedies otherwise provided by law. 13.22 Severability Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. Parties shall in good faith negotiate and agree upon a replacement provision which shall be as close as permissible in law to such illegal or unenforceable provision. 13.23 Exercise of powers Where DEF or ABC is required under this Agreement to exercise its powers in relation to the Company to procure a particular matter or thing, such obligation shall be deemed to include an obligation as a Shareholder (including where a Associate is a Shareholder) and as a Director (where applicable) of the Company and to ensure that any Directors appointed by it or an Associate will procure such matter or thing. 13.24 Amendment This Agreement shall not be altered, changed, supplemented, or amended except by a written instrument signed by the Parties and expressly stated to be an amendment to this Agreement. 13.25 No Consequential Loss or Damage

Notwithstanding anything to the contrary in this Agreement no Party shall, under any circumstances, be liable to the other Party for consequential loss or damage arising out or in relation to the breach of any provision of this Agreement. 13.26 Other Remedies in Law Nothing in this Agreement shall prevent a Party from enforcing its rights or securing its protection by such other remedies as may be available in law. 13.27 Counterparts This Agreement may be signed in three (3) originals each of which shall constitute one and the same instrument. One complete set shall be lodged with and maintained by the Company. 14. Arbitration. 14.1 In the event of any dispute or differences arising out of or under or relating to this Agreement including interpretation thereof, shall unless amicably resolved, be finally settled by reference to arbitration of Shri --------------- and failing him to a Arbitral Tribunal comprising of three arbitrators of whom there shall be one nominee arbitrator each of DEF and ABC and third arbitrator shall be jointly selected by the two nominee arbitrators and shall be the chairman of the Arbitral Tribunal. 14.2 The venue of arbitration shall be New Delhi and provisions of the Arbitration and Conciliation Act, 1996 shall apply to such arbitration. IN WITNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST ABOVE MENTIONED. For: ABC For: DEF

JOINT VENTURE AGREEMENT AGREEMENT dated Between:

(1) [ABC] a company incorporated in [country of incorporation] ("ABC"); (2) [DBF] a company incorporated in [country of incorporation] ("DEF"); (3) [Newco Limited], a company incorporated in [ ] ("the Company");

1. RECITALS

1.1 ABC carries on [in ] the business of [ 1.2 DEF carries on [in ] the business of [

]. ].

1.3 The parties wish to participate in and operate the Company as a joint venture company to carry on the Business on the terms and conditions of this Agreement. 1.4 The Company, details of which are set out in Schedule 1, has not traded and has no assets or liabilities.

2. INTERPRETATION

2.1 In this Agreement, unless the context otherwise requires-(a)."A Director" means a director of the Company appointed in accordance with the Articles by the holders of a majority in nominal value of the A Shares; (b) "B Director" means a director of the Company appointed in accordance with the Articles by the holders of a majority in nominal value of the B Shares; (c)."the Ancillary Agreements" means the agreements referred to in clause 5.5;

(d) "the Annual Business Plan" means the annual business plan referred to in clause 8.5(c); (e) "the Articles" means the new articles of association of the Company adopted pursuant to in clause 5.3(a)(iii), as the same may be amended from time to time; (f) "A Share" means an A share of Rs. ____in the capital of the Company; (g) "the Auditors" means the auditors for the time being of the Company; (h) "Bankers Draft" means a draft drawn by a clearing bank on a branch of that bank in ______ and available for immediate credit through the town clearing system; (i)" Share"means a B share of Rs. ______ in the capital of the Company; (j) "the Board" means the board of directors (as constituted from time to time) of the Company; (k) "the Business" means the business and activities referred to in clause 3.2, as carried on by the Company from time to time; (l) "Business Day" means a day on which banks are open for business ; (m) "Completion" means performance by the parties of their respective obligations under clauses 5.3, 5.4 and 5.5; (n) "Force Majeure" has the meaning given to that expression by clause 16.1; (o) "Group" means, in relation to any company, that company and any other company which, at the relevant time, is its Holding Company or Subsidiary, or a Subsidiary of any such Holding Company; and "Member" of a Group shall be construed accordingly; (p) "the Memorandum" means the memorandum of association of the Company as amended pursuant to clause 5.3(a)(ii), and as the same may be further amended from time to time; (q) "Reserved Matter" means any matter referred to in clause 9.1; (r) "Restricted Information" has the meaning given to that expression by clause 13.1;

(s) "the Shareholders" means each of the registered holders of Shares at the relevant time; (t) "Shares" means A Shares, B Shares and other shares in the capital of the Company issued from time to time, and includes the beneficial interest therein; (u) "the Share Transfer Provisions" mean the provisions of the Articles relating to the transfer of Shares and expressions defined in those provisions have the same meaning in this Agreement; and (v) "the Territory" means . 2.2 In this Agreement, unless the context otherwise requires, any reference to-(a) "writing", or any cognate expression, includes a reference to any communication effected by telex, facsimile transmission or similar means; (b) a statute or a provision of a statute is a reference to that statute or provision as amended, re-enacted or extended at the relevant time, [and includes any corresponding provision in a statute replacing that statute or provision]; (c) a document "in the agreed terms" is a reference to the form of the draft initialled for the purposes of identification on behalf of the parties; (d) "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time; (e) a Schedule is a reference to a schedule to this Agreement; and (f) a clause or a paragraph is a reference to a clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule. 2.3 In this Agreement-(a) any reference to the parties includes a reference to their respective [personal representatives, heirs,] successors in title and permitted assignees; (b) any reference to a person includes any body corporate, unincorporated association, partnership or other legal entity; (c) the singular includes the plural and vice versa; and (d) words importing any gender include any other gender.

2.4 The headings in this Agreement are for convenience only and shall not affect its interpretation. 3. THE JOINT VENTURE

3.1 ABC and DEF shall promote the Company as a joint venture between them on and subject to the terms of this Agreement. 3.2 The business of the Company shall be [ ], or such variation, extension or limitation of those activities as may be made from time to time in accordance with this Agreement. 4. CONDITIONS

4.1 The provisions of this Agreement (other than this clause 4 and clause 24) are conditional on-(a) the terms of this Agreement being approved by an ordinary resolution of each of ABC and-DEF in general meeting; and (b) the obtaining of any consent required for Completion, the promotion of the Company or the carrying on of the Business by the Company. 4.2 ABC and DEF shall use all reasonable commercial endeavours to procure that the conditions specified in clause 4.1 are duly fulfilled. 4.3 Subject as provided in clause 4.2, if any of the conditions specified in clause 4.1 is not duly fulfilled on or before [ ] , this Agreement shall automatically terminate and no party shall have any claim against any other. 5. COMPLETION D-06 5.1 [Within [] Business Days after the fulfilment [or waiver] of the conditions set out in clause 4.1] [Forthwith upon the execution of this Agreement], the parties shall comply with their obligations under clause 5.3, 5.4 and 5.5. 5.2 Completion shall take place at the offices of [ such other place or time as the parties may agree. ] at _______, or at

5.3 ABC and DEF shall procure that an extraordinary general meeting of the Company is duly convened and held at which there are proposed and passed--

(a) special resolutions of the Company to-(i) change the name of the Company to"[ ] Limited"; (ii) change the main objects of the Company to those contained in the form of the memorandum of association set out in Schedule 2; (iii)adopt, subject to the passing of the other resolutions referred to in this clause 5.3, new articles of association in the form set out in Schedule 3; iv. v. convert each of the two issued Ordinary Shares into an A Share [and a B Share]; (v) redesignate the authorised but unissued Ordinary Shares as [ [and [ ] B Shares]; and (b) ordinary resolutions of the Company to-(i) increase the authorised share capital of the Company to [ ]; and (ii) authorise the Board to allot and issue the Shares referred to in clause 5.4(b) and(c) on the terms referred to therein. 5.4 Forthwith upon the provisions of clause 5.3 being complied with-(a) the issued A Share shall be transferred to ABC [and the issued B Share shall be transferred to DEF, in either case] for nil consideration; (b) ABC shall subscribe for [ (c) DEF shall subscribe for [ ] A Shares [for cash at par]; ] B Shares [for cash at par]; ] A Share

(d) ABC and DEF shall each appoint their nominees as A Directors or B Directors as the case may be; (e) the Board shall approve the execution and exchange of the Ancillary Agreements; and (f) the Board shall pass such other resolutions and do such other things as are necessary in order to comply with the provisions of clause 8. 5.5 Upon the provisions of clause 5.4 being complied with the following agreements shall be entered into and, to the extent provided for therein, duly completed by the parties thereto

(a) [an agreement in the agreed terms for the sale by ABC and the purchase by the Company of certain premises and other business assets;] (b) [[an exclusive] licence agreement in the agreed terms to be granted by DEF to the Company in respect of certain technology owned by DEF;] (c) [[an exclusive] distribution agreement in the agreed terms to be entered into between the Company and ABC in respect of the distribution by ABC of the Company" s products.] 5.6 Each of ABC and DEF undertakes with the other of them, and the Company undertakes with each of ABC and DEF, that-(a) it will hold its Shares subject to and comply in all respects with the provisions of this Agreement and the Share Transfer Provisions, and will duly perform and observe the obligations undertaken by it under any of the Ancillary Agreements; and (b) any warranty or representation given or made by it under any of the Ancillary Agreements is and shall at Completion remain true and accurate. 6 FINANCIAL PROVISIONS

6.1 If and to the extent that the Company requires finance in accordance with its Annual Business Plan in addition to that obtained under clause 5.4-(a) the Board shall seek to obtain the same by way of bank overdraft facility or other commercial borrowing from third parties; or (b) the [Shareholders] [Parents] shall loan, or procure that a Member of their respective Groups loans, the same to the Company pro rata to the number of Shares held by any Member of their respective Groups at the relevant time, on terms that each such loan shall carry interest at [ ] per cent above the base rate from time to time or (c) the Shareholders shall provide the same by subscribing in cash for further Shares or Loan Stock issued by the Company pro rata to the number of Shares held by each of them at the relevant time. 6.2 Where the Board seeks to obtain loans from third parties, each of the [Shareholders] [Parents] shall use it's best efforts to procure the provision of the same on normal commercial terms--

(a) if commercially possible, without guarantees being given by them; or (b) if it'is not otherwise commercially possible to obtain such loans, by each [Shareholder] [Parent] guaranteeing the repayment of such finance by the Company, the respective liabilities of the [Shareholders] [Parents] under such guarantees being, if commercially possible, pro rata to the nominal value of [their respective shareholdings] [the shareholdings of their respective Subsidiaries] in the Company at the relevant time or, if so required by the lender, joint and several. 6.3 If any joint and several guarantee is given pursuant to clause 6.2(b), each [Shareholder] [Parent] shall keep the other indemnified to the extent that any liability arising out of such guarantee arises other than pro rata to the nominal value of [their respective shareholdings] [the shareholdings of their respective Subsidiaries] in the Company at the relevant time. 6.4 [The [Shareholders] [Parents] shall, unless otherwise agreed by them, at all times ensure that the Company is sufficiently funded to remain solvent provided that-(a) the maximum aggregate liability of the [Shareholders] [Parents] under this clause 6.4 shah not exceed [ ]; and (b) any additional funds required by this clause 6.4 shall be contributed by the [Shareholders] [Parents] pro rata to the nominal value of [their shareholdings] [the shareholdings of their respective Subsidiaries] in the Company at the relevant time and in no event shall either [Shareholder] [Parent] be required to contribute more than its due proportion of any such funds], 7. OFFICES AND SERVICES

7.1 Unless and until otherwise determined by the Board, the business premises of the Company shall be provided by [ ] (or any other Member of its Group) on such terms as may be agreed between [ ] (or the relevant Member of its Group) and the Company. 7.2 Unless or until otherwise determined by the Board the business premises of the Company shall be located at [ ] and shall be provided on the following terms-(a) the rental shall be [ ] per month (inclusive); (b) [ ]'or the Company may terminate the arrangement upon giving not less than 3 months written notice to the other.

7.3 Office administration and company secretarial services shall, subject to either [ ] or the Company giving the other not less than [ ] months' notice in writing, be provided by [ ], which shall be entitled to charge the Company on such basis as may from time to time be agreed with the Company for all reasonable expenses incurred in providing those services. 7.4 Where any Shareholder or any Member of its Group makes personnel available to the Company, the terms of such availability, including any question as to whether such personnel are to be seconded to or employed by the Company, shall be determined by and subject to agreement. Where such personnel are seconded, the Company shall pay to the party supplying such personnel all employment costs (including, without limitation, salary, pension, national insurance and the cost of any fringe benefits) of such personnel during the period of such secondment. 8. MANAGEMENT OF THE COMPANY D-09 8.1 The following persons shall be appointed as directors of the Company pursuant to the Articles-A Directors B Directors 8.2 [ Articles. ] shall be appointed as the first Chairman of the Board pursuant to the

8.3 The Board shall appoint for the purposes specified in clause 8.4 and 8.5-(a) a chief executive (who [shall] [need] [not] be a director) on such terms as it may think fit, the first chief executive being [ ]; and (b) a management committee comprising [the chief executive], one A Director and one B Director. 8.4 The chief executive shall-(a) be responsible for the day to day management of the business of the Company within the terms of the Annual Business Plan approved by the Board; (b) report to the Board with such frequency and in such manner as may be required by the Board;

(c) [be entitled to attend meetings of the Board but [, if not a Director,] shall not vote or be counted in a quorum;] and (d) comply with all decisions and directions of the Board. 8.5 The Management Committee shall, unless otherwise required by the Board-(a) perform such duties as may be delegated to it by the Board; (b)have the power to co-opt such persons (including A Directors and B Directors) as it thinks appropriate to assist it in the management of the Company; (c)cause to be prepared for approval by the Board an annual business plan outlining the proposed objectives of the business of the Company; and (d)comply with all decisions and directions of the Board. 8.6 The Board shall, not later than _______ before the beginning of each financial period of the Company, consider and seek to approve the Annual Business Plan. 8.7 Subject to clause 14, each Director shall be entitled to make full disclosure to the Shareholder appointing him of any information relating to the Company which that Director may acquire in the course of his appointment. 8.8 Meetings of the Board shall take place at such time or times as may be required or as requested by [the chief executive] [either Shareholder] but not in any event at intervals of more than three months calculated from the date of Completion. Unless otherwise agreed in writing by all the Directors, at least [seven] clear Business Days' notice in writing shall be given of each meeting of the Board, which notice shall specify in as great a detail as is practicable the business to be considered at the meeting, [and unless all the Directors (or their duly appointed alternates) agree otherwise no matters shall be resolved at any meeting of the Board except those specified in the notice of the meeting]. 8.9 [The quorum necessary to constitute a meeting of the Board shall be at least one A Director (or his alternate) and one B Director (or his alternate), but if within 15 minutes of the time fixed for a Board meeting a quorum is not present, then unless otherwise agreed between at least one A Director and one B Director the meeting shall stand adjourned to the same time and place on the seventh [day] [Business Day] following the original date of the meeting, [and at the adjourned meeting any two Directors (or their alternates), whether A Directors or B Directors, shall constitute a quorum, and if no such quorum is present the adjourned meeting shall be dissolved].]

8.10 [Any question arising at any meeting of the Directors shall be decided by a majority of votes-of the Directors (or their alternates) present. [The Directors (or their alternates) appointed by a Shareholder and present at any Board meeting shall between them carry a total number of votes equal to that total number of Directors which that Shareholder is entitled to appoint.]] 9. RESERVED MATTERS D-10 9.1 Except in respect of any matter expressly provided for herein, for the purposes of this Agreement the following matters are Reserved Matters-(a) the creation or issue of any share or loan capital or any obligation convertible into share capital or loan capital of the Company; (b) the grant of any option or right to subscribe for any share or loan capital of the Company; (c) the consolidation, sub-division or alteration of any rights attached to any share capital of the Company, the purchase by the Company of its own shares, the reduction of its share capital, the capitalisation of any amount standing to the credit of any reserve of the Company or the reorganisation of any of the share capital of the Company; (d) the incorporation or acquisition of any subsidiary or the subscription for or the acquisition of any shares or other securities or interest in any company; (e) the giving of any guarantee or indemnity not in the ordinary course of business; (f) the declaration and/or payment of any dividend otherwise than in accordance with clause 11; (g) the appointment or dismissal of the chief executive or (if there is one) any managing director; (h) the grant to any person of a right to appoint any director of the Company, the entering into of any agreement for the management of the Company or the incurring of any management charges; (i) the entering into of any partnership, joint venture or profitsharing arrangement with any other person; (j) the appointment or removal of the Auditors (other than the reappointment of the first auditors of the Company);

(k)the incurring of any expenditure or the entering into of any commitment by the Company-(i)which would [reasonably be expected to cause overhead costs for the year in total to] exceed [by more than 10 per cent] the total provided for in the current Annual Business Plan; or (ii) for any item of capital expenditure exceeding [ ] even if so provided for; (I) the changing of any of the accounting principles or conventions of the Company, otherwise than as required by law or in order to comply with any applicable statement of standard accounting practice or Financial Reporting Standard; (m). the alteration of any provision of the Memorandum or Articles or the passing of any resolution inconsistent with any such provision; (n) the provision of any credit or making of a loan or advance for any person other than in the normal course of the Business; (o) any [material] variation, extension or limitation of the nature or scope of the Business; (p) the commencement or defence of any legal proceedings or arbitration, other than routine debt collection; (q) the purchase, lease or acquisition of any site or building for use in the Business and/or any immovable property which is substantial in relation to the Company or the acquisition of any other business; (r) the sale, lease, transfer, mortgage, charge, pledge or other disposition of the whole or a substantial part of the Company's undertaking or any material asset of the Company or any agreement to effect any of the foregoing; (s) any transaction between the Company and any Shareholder (or any Member of its Group) otherwise than on arm's length terms; (t) the presentation of any petition or passing of any resolution for the Company to be put into administration or to be wound up; and (u) the borrowing of any money or giving of any guarantee, indemnity or security. 9.2 No Reserved Matter shall be undertaken or effected by the Company(a) which under the Articles requires a resolution of the Board, unless a majority of the Directors vote (whether in person or by proxy) in favour of the resolution; or (b) which under the Articles requires a resolution of the Shareholders, unless both the holder of the A Shares and the holder of the B Shares vote in favour of the resolution.

9.3 If at any time [after the [ ] anniversary of this Agreement], a resolution of the Board or the Shareholders on a Reserved Matter is duly proposed but is not passed, either Shareholder may-(a) give notice in writing to the other Shareholder within 30 days after the date of the proposal of the resolution, in which event the Shareholders shall seek to resolve the issue by negotiation within a further period of 30 days after the date of service of that notice; and (b) if within that further period the proposed resolution on that Reserved Matter, with such amendments as the Shareholders may agree, has not been passed or has been withdrawn, or the notice given pursuant to (a) above has not been withdrawn, the other Shareholder shall at the end of that further period be deemed to have given a sale notice pursuant to the Share Transfer Provisions on the date of service of that notice. 9.4 If the offer of Shares in a sale notice deemed to be given pursuant to clause 9.3 is not accepted within the offer period, the Shareholder which gave the notice pursuant to clause 9.3(a) shall be deemed to have given a sale notice pursuant to the Share Transfer Provisions on the date of expiry of that offer period. 9.5 If the offer of Shares in a sale notice deemed to be given pursuant to clause 9.4 is not accepted within the offer period, the parties shall, unless otherwise agreed, forthwith take all steps necessary to wind up the Company. 10. ADMINISTRATION

Unless otherwise agreed by the Board-(a) the secretary of the Company shall be [ ];

(b) the registered office of the Company shall be at [ ]; (c) the first auditors of the Company shall be [ ]; ];

(d) the accounting reference date of the Company shall be [ and (e) the Company's bankers shall be [ ]. 11. DIVIDENDS

11.1 Subject to the provisions of Part VIII of the Companies Act 1985, there shall be distributed by way of dividend [all] [not less than per cent] of the distributable profits of the Company for each accounting period.

12. TRANSFER OF SHARES

12.1 No Shareholder shall sell, transfer, mortgage, charge, encumber or otherwise dispose of any Share or any interest therein except in accordance with the provisions of this clause 12. 12.2 A Shareholder may transfer its Shares to any other person provided that-(a) the transfer is made in accordance with the Share Transfer Provisions; (b) except in the case of a transfer from one Shareholder to another, the proposed transferee has agreed in writing with the other parties to this Agreement to assume all future obligations of the transferor and any other Member of the transferor's Group under this Agreement and the Ancillary Agreements, and otherwise to be bound by all the applicable provisions thereof, as if it were a party thereto; (c) where the transferee is not the ultimate Holding Company of its Group, that Holding Company (or another Member of its Group reasonably acceptable to the other Shareholder) has agreed in writing with the other parties to this Agreement to be bound by all the provisions of this Agreement [and the Ancillary Agreements] applicable to the Parent of which the transferor is a Subsidiary; and (d) any necessary consent has been obtained for the transfer. 12.3 The Shareholders shall procure that the Directors approve for registration any transfer of Shares which complies with the provisions of this clause 12, and decline to approve for registration any other transfer of Shares. 12.4 Upon any Shareholder ceasing to hold any Shares, subject to compliance with the provisions of clause 12.2-(a) all future obligations of that Shareholder and, except where the Shares are transferred to another Member of its Group, its Parent shall cease; and

(b) the Shareholders and the Company shall use their best endeavours to procure the termination, in relation to any future obligation thereunder, of any guarantee given to a third party for the benefit of the Company-(i) by that Shareholder; and (ii) where those Shares are not transferred to another Member of that Shareholder's Group, by any other Member of that Group. 12.5 Any transfer of Shares shall be made on terms that-(a) the Shares shall be transferred free from all liens, charges and encumbrances and together with all rights pertaining thereto; (b) the transferee shall, at the same time as completion of the transfer of the Shares and on the same terms, take a transfer of all Loan Stock owned by the transferee and any Member of its Group, for a sum equal to [the aggregate of the nominal amount of the, Loan Stock and all accrued and unpaid interest thereon] and procure that the Company shall repay all other loans to and discharge all guarantees by the transferor (or any other Member of its Group) in respect of the Company's obligations; (c) the sums payable in respect of the Shares and the Loan Stock to be transferred shall be paid in full by Bankers Draft on completion of the transfer; (d) the transferor shall on completion procure the resignation of every Director appointed by it; and (e) subject thereto, the transferor shall not be required to give or make any other representation, warranty or other promise in connection with the transfer of Shares and Loan Stock. 13. CONFIDENTIALITY

13.1 For the purposes of this Agreement "Restricted Information" means, in relation to each party to this Agreement ("the Recipient") any information which is disclosed to that party by another party ("the Informant") pursuant to or in connection with this Agreement, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such. 13.2 The Recipient undertakes with the Informant that, except as provided by clause 13.3 or as authorised in writing by the Informant, it shall, at all

times during the continuance of this Agreement and within [ years after its termination-(a) use its best endeavours to keep confidential all Restricted Information;

(b) not disclose any Restricted Information to any other person; (c) not use any Restricted Information for any purpose otherwise than as contemplated by and subject to the terms of this Agreement; (d) not make any copies of, record in any way or part with possession of any Restricted Information; and (e) ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of (a), (b), (c) or (d) above. 13.3 The Recipient may-(a) disclose any Restricted Information to-(i) any sub-contractor, supplier or licensee of the Recipient; (ii) any bona fide transferee of the Recipient's Shares; (iii) any governmental or other authority or regulatory body; or (iv) any employees of that party or any of the aforementioned persons; to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case (except where the disclosure is to any such body as is mentioned in (iii) above or any employees of any such body) subject to the Recipient first obtaining a written undertaking in favour of the Informant from the person in question, as nearly as practicable in the terms of this clause, to keep the Restricted Information confidential and to use it only for the purposes for which the disclosure is made, and submitting the same to the Informant; or (b) use any Restricted Information for any purpose, or disclose it to any other person, to the extent only that-(i) [the Recipient can demonstrate from its written records that] it was known to the Recipient at the time when it was disclosed by the Informant;

(ii)[after being disclosed by the Informant it is disclosed to the Recipient by any other person otherwise than in breach of any obligation of confidentiality owed to the Informant; or] (iii) it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of the Recipient, provided that in doing so the Recipient does not disclose any part of that Restricted Information which is not public knowledge. 14.4 The provisions of this clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason. 14. COMPETITION

14.1 [ ] undertakes with the Company and [ ] that it will not, and will procure that no Member of its Group will, for so long as it or any Member of its Group holds any Shares, directly or indirectly carry on or be interested in any business-(a) in the Territory that competes with the Business; or (b) which competes with the business of [ ] or a Member of its Group. 14.2 [ ] undertakes with the Company and [ ] that it will not, and will procure that no Member of its Group will, for so long as it or any Member of its Group holds any Shares, directly or indirectly carry on or be interested in any business-(a) in the Territory that competes with the Business; or (b) which competes with the business of [ ] or a Member of its Group. 14.3 [The Company undertakes-(a) with [ ] that it will not and will procure that no Member of its Group will, for so long - as.it or any Member of its Group holds any Shares carry on any business which competes with any business carried on [ ] or any Member of its Group; and (b) with [ ] that it will not and will procure that no Member of its Group will for so long as it or any Member of its Group holds any Shares or at any time thereafter compete with any

business carried on outside the Territory by [ Member of its Group.]

] or any

14.4 Nothing in this clause 14 shall prohibit any Shareholder or any Member of its Group from-(a) being or becoming the owner for investment purposes of not more than 20 per cent of the shares or other securities of any company listed on a recognised stock exchange; or (b) acquiring any shares or other securities or having any other interest in any business or company if a minor part of that business or the business of that company consists of the Business, provided that the acquisition of that part of the business in question is not the principal reason for the acquisition and the Shareholder in question or the relevant Member of its Group forthwith offers to dispose of that part of the business in question to the Company on an arms-length basis and keeps such offer open for acceptance within 90 days. 14.5 Each Shareholder undertakes with the other Shareholder and the Company that it shall not, for so long as it owns any Shares and for a period of twelve months after it ceases to own any Shares-(a) solicit or entice away or attempt to solicit or entice away from that other Shareholder or the Company the custom of any person who is or has at any time within one year prior to the date in question been a customer, client, agent or correspondent of, or in the habit of dealing with, that other Shareholder or the Company; or (b) solicit or entice away or attempt to solicit or entice away from that other Shareholder or the Company any employee of that other Shareholder or the Company, whether or not that employee would commit a breach of contract by leaving his employment. 15. GUARANTEE CLAUSE

Each of the Parents ("the Parent")-(a) undertakes that it will procure the due and punctual performance by any Shareholder which is a Member of its Group of the obligations of that Shareholder under this Agreement; and (b) as primary obligor and not merely as a surety undertakes to indemnify each of the Company, the other Parent and any Shareholder which is a Member of the other Parent's Group ("the Other Parties") against any loss, damage, costs or expense arising out of any default by any Shareholder which is a Member of the

Parent's Group the due and punctual performance by the Shareholder of all of the obligations of the Shareholder under this Agreement. 16. FORCE MAJEURE D-18 16.1 For the purposes of this Agreement "Force Majeure" means any circumstances beyond the reasonable control of either party (including, without limitation, any strike, lock-out or other form of industrial action). 16.2 If any party is unable to comply with any of its obligations under this Agreement [or any of the Ancillary Agreements] because of Force Majeure it shall forthwith notify the other parties of the nature and extent of the Force Majeure. 16.3 No party shall be deemed to be in breach of this Agreement, or otherwise be liable to any other party, by reason of any delay in performance, or the non-performance, of any of its obligations hereunder, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other parties, and the time for performance of that obligation shall be extended accordingly. 16.4 If the performance by any party of any of its obligations under this Agreement is affected by Force Majeure for a continuous period in excess of 6 months, [the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable] [any of the other parties shall be entitled to terminate this Agreement by giving written notice to the other parties]. 17. DURATION AND TERMINATION

17.1 Subject as provided in the following provisions of this clause, this Agreement shall continue in force for a period of [ ] years from its date, and shall terminate at the end of that period unless at any time before the expiry of that period the parties agree that it shall continue in force. 17.2 If at any time before the termination of this Agreement pursuant to clause 17.1 one of the Shareholders notifies the other in writing that it wishes it to continue in force, but the other does not wish it to do so, that Shareholder may, at any time before the termination of this Agreement and provided that there is no agreement between the parties that this Agreement shall continue in force has been reached, give a further notice in writing to the other Shareholder, whereupon the other Shareholder shall be deemed to have given a sale notice pursuant to the Share Transfer

Provisions, and the provisions of clause 9.4 and 9.5 shall apply, the necessary changes being made. 17.3 If-(a) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of either Shareholder or of any company of which it is a Subsidiary; (b) either Shareholder or any company of which it is a Subsidiary becomes subject to an administration order or makes any voluntary arrangement with its creditors ; (c) either Shareholder or any company of which it is a Subsidiary goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations of that company); (d) either Shareholder or any company of which it is a Subsidiary ceases, or threatens to cease, to carry on business; or (e) control of either Shareholder or of any company of which it is a Subsidiary is acquired by any person not having control on the date of this Agreement, that Shareholder shall forthwith give written notice of the occurrence of that event to the other Shareholder or, if it does not do so, shall be deemed to have done so upon the other Shareholder becoming aware of the relevant event. 17.4 The events specified in clause 17.3 shall be deemed to include, in relation to any company which is subject to the law of any foreign jurisdiction, any event which under the law of that jurisdiction is equivalent to any of the events so specified. 17.5 If either Shareholder-(a) commits any [serious or continuing] breach of any of the provisions of this Agreement or of any of the Ancillary Agreements and, if the breach is capable of remedy, fails to remedy it within 30 days after being given a written notice containing full particulars of the breach and requiring it to be remedied; or (b) gives or is deemed to give a notice to the other Shareholder pursuant to clause 17.3, the other Shareholder shall be entitled, at any time within 30 days after the expiration of the 30-day period referred to in (a) above or receipt of the notice referred to in clause 17.3 (or after it has become aware of any event in respect of which

such a notice should have been so given, if earlier), to give written notice to the first-mentioned Shareholder-(i) requiring it to sell its Shares, in which event that Shareholder shall be deemed to have given a sale notice pursuant to the Share Transfer Provisions on the date of service of that written notice; or (ii) requiring the Company to be wound up, in which event the parties shall forthwith take all steps necessary to do so. 17.6 If for any reason the Company is at any time wound up, this Agreement shall thereupon terminate. 17.7 For the purposes of clause 17.5(a), a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence). 17.8 The rights given by this clause 17 shall not prejudice any other right or remedy of either Shareholder in respect of the breach concerned (if any) or any other breach, whether of this Agreement or of any of the Ancillary Agreements. 18. EFFECTS OF TERMINATION

18.1 If at any time any Member of the [ ] Group or any Member of the [ ] Group, as the case may be, ceases to be a Shareholder so that none of the Shares are held by any of the Members of that Group, then within 28 days of that event occurring the other Shareholder shall procure that the name of the Company be changed so that it does not include-(a) where a Member of the [ ] Group has ceased to be a Shareholder, the word " " or anything confusingly or deceptively similar thereto; and (b) where a Member of the [ ] Group has ceased to be a Shareholder, the word " " or anything confusingly or deceptively similar thereto, and all appropriate stationery and other material incorporating such name or initials shall thereupon cease to be used. 18.2 Upon the termination of this Agreement for any reason-(a) [each of the Ancillary Agreements shall [, except to the extent otherwise specified therein,] terminate automatically in accordance with their respective terms;]

(b) any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and (c) subject as provided in this clause 18, and except in respect of any accrued rights, the parties shall not be under any further obligation to each other. 19. NATURE OF AGREEMENT D-21 19.1 This Agreement is personal to the parties and none-of them may assign, mortgage, charge (otherwise than by floating charge) or sublicence any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other parties. 19.2 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties or any of them. 19.3 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties. 19.4 Each party acknowledges that, in entering into this Agreement, it does not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 19.5 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision. 19.6 No failure or delay by any party in exercising any of its rights under this Agreement shall be deemed to be a waiver thereof and no waiver of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 19.7 Where any provision of this Agreement applies expressly or by implication to the Company, the Shareholders shall procure that the Company complies with that provision. 20. ARBITRATION

20.1 Subject as provided in clause 20.2, any dispute or difference between the parties relating to the rights or obligations of the parties under this Agreement (other than a failure to agree upon a Reserved Matter) shall be referred to a single arbitrator appointed by agreement between the parties or, failing agreement between the parties within 30 days after a request for a reference is made by any party, nominated on the application of any party by the _________. 20.2 Clause 20.1 shall not preclude the making of an application to the Court for injunctive relief. 21. NOTICES AND SERVICE

21.1 Any notice or other information required or authorised by this Agreement to be given shall be, given by-(a) delivering it by hand; (b) sending it by pre-paid registered first class post ; or (c) sending it by telex, cable, facsimile transmission, electronic mail or comparable means of communication; to the relevant parties at the addresses given in clause 21.4. 21.2 Any notice or information given by post in the manner provided by clause 21.1 (b) which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given. 21.3 Any notice or information sent by telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy of it is sent as provided in clause 21.1 (b) to the relevant .parties at the addresses given in clause 21.4 within 24 hours after transmission. 21.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by any party by causing it to be delivered to the relevant party at its registered or principal office, or to such other address as may be notified to it by that party in writing from time to time. 22. MISCELLANEOUS

22.1 Each party shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement. 22.2 The parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement.

23. PROPER LAW

23.1 Subject as provided in clause 23.2, ________--only shall apply to the whole of this Agreement . 23.2 Any question arising out of this Agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual Property in question has been granted or filed or exists. 23.3 [The parties hereby submit to the exclusive jurisdiction of the High Court of [ ].