SALES COMMISSION AGENCY AGREEMENT

This Sales Commission Agency Agreement is entered into on December 17, 2023.

between
M/s VOLTECH ENGINEERS PRIVATE LIMITED, a company incorporated in India,
registered under CIN number, U28999TN2005PTC055691 and with registered office at 2/429,
Mount Poonamalle Road, Ayyapanthangal, Chennai – 600056, represented by Mr.
UMAPATHI MURUGESAN, its Managing Director, aged approximately 63 years of age,
having PAN: AAHPU5682K hereinafter referred to as “PRINCIPAL” or “PART – A” or
“FIRST PART”.
and
BOLIVIAN IMAGIO ENTERPRISES SRL,a company incorporated in Bolivia, with
Commercial Registration No. 459450028 and NIT. 459641023, with registered office at
Avenida William Shakespeare No. 2552, Zona Norte, Barrio Temporalpampa of the city of
Cochabamba – Bolivia, established and existing in accordance with the applicable legislation
of the Bolivian Commercial Code, represented by Mr. JULIO ALBERTO NAVIA MORATÓ,
its General Manager and Legal Representative, 55 years of age, with identity card number
3570692, hereinafter referred to as the “AGENT” or “PART – B” or “SECOND PART”.
The expression includes individually as 'Part' and together as 'Parts'.

WHILE:

A. The PRINCIPAL is a supplier of Electrical Equipment (Products) and a supplier of

Services (the Services'), as listed in Clause 1.1 below.

B. It is the PRINCIPAL's intention to expand business opportunities in Latin America.

C. THE AGENT is dedicated to providing business facilitation services through its extensive
network of contacts in Latin America.

D. The AGENT has agreed to expand its services, to expand the PRINCIPAL's business
opportunities, at the latter's request.

THEREFORE,The Parties have agreed to the following:

1. APPOINTMENT

1.1. The COMPANY appoints BOLIVIA IMAGIO ENTERPRISES SRL to act as its AGENT
to market the following products and services, by the PRINCIPAL within the territory,
defined in Clause 2 of this Agreement.

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Products:
A. Power and Distribution Transformer.
B. Control substation.
C. Control relay panel.
D. Relay.
E. Solar panel.
F. Flame-proof equipment.
G. Battery charger.

Services:
H. Testing and commissioning of power plants, process plants, oil and gas plants,
substations, etc.
I. Operation and Maintenance of Power Plants, Process Plants, Oil and Gas Plants,
Substations, etc.
J. Design Engineering Services for Power Plants, Process Plants, Oil and Gas Plants,
Substations, etc.
K. Project management services and labor recruitment services.

1.2. The AGENT hereby expresses his acceptance of said appointment.

2. TERRITORY

2.1. Territory in this agreement means Latin America.

2.2. Additional countries will be included in the Territory by mutual discussion and written
confirmation of the Parties.

3. DUTIES AND SERVICES OF THE AGENT

3.1. The AGENT will introduce the PRINCIPAL to various potential clients in the territory
either directly or through its business associates.

3.2. The AGENT will act as a coordinator with all interested parties and will guarantee the
order of the PRINCIPAL with his own influences or contacts.

3.3. The AGENT will coordinate the sale of products and services to several clients through
specific contracts for each commercial operation, which will be sent to the PRINCIPAL
for approval and subsequently to the client, for acceptance.

3.4. The AGENT will provide the PRINCIPAL with the required information regarding
upcoming tenders/projects on a regular basis and provide necessary non-monetary
support to obtain approval of the Services/Projects. The AGENT will also provide the
PRINCIPAL with General Information about the competition.

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3.5. The AGENT will assist in the promotion of Services and Products and the execution of
projects involving the Services and Products in and around Latin America on behalf of
the PRINCIPAL in various stages through specific contracts.

3.6. The AGENT must take note and immediately inform the PRINCIPAL of the observations
and complaints made by clients regarding defects in the services/Products delivered, in
accordance with the conditions indicated in each specific contract, and will act in the best
interest of the PRINCIPAL.

3.7. The AGENT will be responsible for the activities of his associates as if they had been
carried out by him.

3.8. Payment for services provided or products sold will be received by the PRINCIPAL from
the Clients and the PRINCIPAL will pay the commission to the AGENT.

3.9. AGENT will be responsible for any act of non-compliance or any activity carried out in
violation of this “Sales Commission Agency Agreement” that is committed by its
representative or person employed by AGENT in execution of this Agreement. The
PRINCIPAL will not be responsible for any act of violation of this “Sales Commission
Agency Agreement” that the AGENT has carried out.

4. RESTRICTIONS ON AGENT'S AUTHORITY

4.1. The AGENT will not have the authority to:

4.1.1. Enter into any commitment, on behalf of the PRINCIPAL or pledge the credit
of the PRINCIPAL, or otherwise carry out any action that has a binding effect on
the PRINCIPAL with respect to third parties;
4.1.2. Represent himself before any third party as having authority to bind the
PRINCIPAL;
4.1.3. Accept any payments due to PRINCIPAL from third parties;
4.1.4. Actively market or sell the Products outside the Market in the Territory, without
obtaining prior written consent.

5. EXCLUSIVITY AND ASSIGNMENT

5.1. The Agency contract will be non-exclusive. AGENT is free to represent any other
manufacturer/supplier worldwide and will be responsible for securely storing
PRINCIPAL's trade secrets in all circumstances.

5.2. Once a client is identified and has entered into a specific contract through the AGENT,
the same client or subsidiary or its group companies will not be assigned to any other
AGENT and the PRINCIPAL will not deal directly without going through the AGENT.

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5.3. Both parties agree to keep this information confidential and not to disclose
information/avoid business with the aforementioned clients and business contacts. In the
event that any information belonging to either Party is disclosed, which is deemed not
available for public disclosure, the Other Party has the right to revoke the Sales
Commission Agency Agreement by giving Notice of 30 days.

6. COMMISSION

6.1. The PRINCIPAL will pay the AGENT a Commission of 2% of the FOB Value (excluding
Freight, Insurance and taxes) of the Invoice in the case of Products and a commission of
4% on the invoiced value excluding taxes in the case of Services. The percentage of the
Commission could vary in certain cases, depending on the client profile and the market
scenario agreed between the Parties in writing before the presentation of the quote.

6.2. The PRINCIPAL will always quote including the commission indicated above. In the
absence of specific communication on the type of Commission, at the time of the
consultation, as a normal procedure, the PRINCIPAL will include in its quote the
Commission percentage indicated in point 6.1 above.

6.3. The commission will be paid within 15 days following the date of receipt of the respective
payment by the client. In the event that the Purchase Order establishes partial payments,
the Commission payment will be prorated from the date of receipt of the respective
payment by the client.

7. EXPENSES AND COSTS OF THE AGENT

7.1. PRINCIPAL shall not be responsible for contributing to any expenses incurred by
AGENT in the performance of AGENT'S duties or services hereunder on behalf of
PRINCIPAL and, in particular, AGENT shall bear the costs relating to:

7.1.1. Remuneration of all or any associates, employees or other persons hired by the
AGENT;
7.1.2. all travel and subsistence costs and any other expenses incurred by AGENT;
and
7.1.3. the payment of all taxes, duties, penalties or fines due, imposed or payable by
AGENT, whether with respect to payments due by PRINCIPAL hereunder or
otherwise.

7.2. Payment of commission to AGENT in accordance with clause 6 shall relieve

PRINCIPAL of liability for any further payment to AGENT hereunder.

8. DURATION

8.1. The appointment of the AGENT hereunder shall commence on December 17, 2023, the
Agreement subject to clause 9 shall survive for a period of ONE year when it shall expire
unless renewed for a further period by written confirmation of the PRINCIPAL.

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9. TERMINATION

9.1. Either Party shall have the right to immediately terminate this Agreement if the other has
become insolvent or is subject to any formal bankruptcy or insolvency proceedings.
9.2 Either Party may terminate the Agreement indicating the reason by giving one month's
written notice.
9.3 Any existing commitment of either Party under this Agreement shall survive termination
of this Agreement. Once said existing commitment has been fulfilled, this Agreement will
be dissolved. Upon termination of this Agreement, AGENT'S sole right shall be to receive
payment of commission as provided in this Agreement with respect to contracts for the
sale of Market Products in the Territory accepted by PRINCIPAL prior to such
termination.

10. CONFIDENTIALITY POLICY

10.1. Both parties agree to maintain confidentiality with respect to the terms and conditions
of this Agreement during the term of this Agreement.
10.2. In the event that a breach by one party affects the interests of the other party, the
breaching party must compensate the injured party for the magnitude of the damage
caused.

11. FORCE MAJEURE

Notwithstanding anything contrary to this Agreement, neither party hereto shall be liable in any
way for any failure or delay in performance of all or any part of its obligations under this
Agreement, directly or indirectly, due to acts of God. , government orders or restrictions, war,
threat of war, war conditions, terrorist attacks, hostilities, sanctions, immobilization, blockade,
embargo, revolution, riots, strikes, lockouts, other epidemics, fires, floods or any other case or
circumstance outside the control of each party.

12. NOTICES
12.1 Each notice, demand or other communication given or made under this Agreement will be
in writing and delivered or sent to the applicable Party at its address or email address indicated
below (the party having any change of address or email address, you must notify the other party
in writing within a maximum period of 5 days).
Any notice, demand or other communication given or made by letter between countries will be
delivered by postal mail or courier. Any notice, demand or other communication addressed to
a Party will be deemed given (a) if delivered in person or by courier, when the delivering Party
obtains proof of delivery; (b) if sent by mail within the same country, on the fifth day after
mailing; and (c) if sent by email, at the time of sending, provided that the sender does not receive
any notification of non-delivery.

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12.2 The initial address of the Parties for the purposes of the Agreement is:
If to PRINCIPAL:
M/s VOLTECH ENGINEERS PRIVATE LIMITED
Address: No. 2/429, Mount Poonamalle Road, Ayyapanthangal, Chennai – 600056.
Telephone: +91 44 43978000
Email ID: umapathi.m@voltechgroup.com
If to AGENT:
BOLIVIAN IMAGIO ENTERPRISES SRL
Address: William Shakespeare Avenue No. 2552, northern zone, Temporalpampa
neighborhood of the city of Cochabamba – Bolivia
Telephone: +591 71472268
Email ID:julio.navia@bolivianimagio.com andjulionaviam@gmail.com

13. COMPLETE AGREEMENT

This Agreement is declared to be the entire agreement of the Parties relating to the subject
matter hereof and supersedes any prior agreements, whether oral or written.

14. GOVERNING LAW

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

15. CONFLICT RESOLUTION

15.1. In the event of any dispute or disagreement arising from the operation or interpretation
of this Agreement, the Parties will endeavor to resolve the matter by mutual agreement
and in good faith before initiating any formal proceedings.

15.2. Any dispute or disagreement which is not resolved by the Parties in good faith within
ninety (90) days of notice of its existence given by one Party to the other shall be resolved
in accordance with the Indian Conciliation and Arbitration Act. of one thousand nine
hundred and ninety-six at Chennai Court.

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 IN WITNESS WHEREOF, each of the Parties to this Agreement, to be executed as of the
Effective Date and on behalf of the respective subsidiaries, affiliates and divisions of such
party with full authority on December 17, 2023 .

For PRINCIPAL For AGENT

Name: M. Umapathi Name: Julio Navia Morató

Chairman & Managing Director General Manager

Witness:

1.

2.

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