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STRATEGIC COLLABORATION AGREEMENT

This Strategic Collaboration Agreement (“Agreement”) is made and entered into

this [●] [●] 2023 (“Effective Date”) by and between:

Luminous Power Technologies Private Limited, a company incorporated under the

Companies Act, 1956 having its registered office at C-56, Mayapuri Industrial Area,
Phase-II, Mayapuri, New Delhi -110064, India (hereinafter referred to as
“Luminous”, which expression shall, unless repugnant to the context hereof, mean
and include its affiliates, successors in interest and permitted assigns) of the First
Part.
AND

Matter Energy Pvt Limited, a company incorporated and validly existing under the
Companies Act, 2013 having its registered/ corporate office at 301, Parishram
Building, 5B Rashmi Soc., Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad
Gujarat – 380009 (hereinafter referred to as “Mattery Energy”, which expression
shall, unless repugnant to the context hereof, mean and include its affiliates,
successors in interest and permitted assigns) of the Other Part.

Luminous and Matter Energy shall hereinafter collectively be referred to as

“Parties” and individually as a “Party”.

Whereas:

A. Luminous is engaged in the business of manufacture and/ or marketing,

distribution, and sale of power backup systems, such as uninterrupted power supply
systems, inverters, batteries, combinations thereof.

B. Matter Energy is an integrated energy solutions company based, which is engaged

in the business of energy storage and energy management systems by providing
technology-enabled, futuristic solutions with seamless customer experience. Matter
Energy has undertaken, represented, and warranted that it has the requisite
facilities, manpower, skill and relevant expertise and experience to design, develop,
produce samples and prototypes of the products as mentioned in this Agreement.

[C.] Both the Parties agree to collaborate in the low voltage energy storage solutions’ field to
create a technological breakthrough in home inverters and stationary applications..
The first product developed through this strategic collaboration willshall be an
inverter comprising of a smart home dock that will be energized with a dual-
purpose battery solution, which can be used for both mobility and domestic
energy storage applicationsa connecting device to connect the battery to an inverter,
and a fully functioning inverter containing such battery solution (the final product
comprising of the foregoing referred to as the “Breakthrough Product”). The lithium-
ion battery solution and battery connecting device in respect of the Breakthrough
Products will be developed solely by Matter Energy on the principles of battery
swapping technology to power two-wheelers and domestic applications whereas the
shell inverters will be provided to Matter Energy by Luminous to further make the
requisite changes/development and thereafter provide the final Breakthrough Product to
Luminous for commercialization, sale and distribution.
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C.[D.] Matter Energy shall be responsible for technology development, product

conceptualization and manufacturing, and Luminous shall be responsible for the
market knowhow(s) and distribution.

[E.] Relying on the representations and warranties of Matter Energy, Luminous is desirous
of entering into this Agreement with Matter Energy to set forth define the rights,
duties, liabilities, and obligations of each Party and to the record the terms and
conditions of the scope as described in detail in Clause 1 .3 of this Agreement in
respect of the technical collaboration/arrangement being undertaken to develop and
supply the commercially usable Breakthrough Products (hereinafter the arrangement
referred to “Strategic Collaboration”) as provided herein.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL

UNDERTAKINGS SET FORTH HEREIN, AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS
FOLLOWS:

1. Scope of work

1.1. The Parties have agreed to enter into a Strategic Collaboration in respect of
development and distribution of the Breakthrough Products, more particularly
described in Annexure I attached herewith.

1.2. Matter Energy hereby acknowledges and agrees to undertake the development and
manufacturing of the Breakthrough Product in accordance with the terms of this
Agreement and provide final Breakthrough Products to Luminous, ready for
commercialisation and distribution.

1.3. For the purposes of this Agreement, the term ‘development’ of the Breakthrough
Product shall include the following stages:

Stage 1 – Confirming the completion of Research and Development of the

Breakthrough Product(“RnD”).
Stage 2 – Confirming the design the Breakthrough Product.
Stage 3 – Samples and Prototypes of the Breakthrough Product (“S&P”).
Stage 3 – Designing and supplying marketable Breakthrough Product.
Stage 4 – Testing and Industrialization, for commercialisation.

[Note: Business Team to confirm if any additional stages are required to be

incorporated.]

2. Confirming the completion of Research and Development (“RnD”)

[2.1.] The RnD shall be the first part of the development which shall be completed by
December 2023. The RnD Work Schedule with work schedule along with
milestones and deadlines isfor delivery of the Breakthrough Products are defined in
Annexure II and will be commencing from the Effective Date of the Agreement.
However, prior to the commencement of the RnD, Matter Energy shall present all
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specifications and technical aspects of the RnD to Luminous for its suggestions or
other inputs, if any.

[2.2.] Upon receiving the inputs from Luminous, Matter Energy shall ensure that it
commencescompletes the RnD and delivers to Luminous a statuscompletion report
of each stage of the RnD activity undertaken periodically every month, and also
otherwise as requested by Luminousby it.

[2.3.] Once the RnD is completed, Matter Energy shall present the final report of the RnD
to Luminous in relation to the Breakthrough Product. Each report will be
accompanied by a technical progress report, and a detailed breakdown of progress
steps along with suggestions, way forward and risks, basis which Luminous will
provide its inputs, if any.

[3.] Designing

Upon the completion of the RnD by Matter Energy, Matter Energy shall
commence the designing of the Breakthrough Product, which design shall
3. Confirmation of Designs

3.1. Matter Energy shall at all times comply with the technical designdetails, designs and
product specifications provided to Luminous, also detailed in Annexure I (“Design
and Product Specifications”).

[3.1.] Upon the completion of the design by Matter Energy, Matter Energy shall submit
the design to Luminous for its inputs, if any . Upon receipt of the design from
Matter Energy, Luminous shall have the right to conduct quality test and provide
its inputs to Matter Energy.

4. Provide Product Samples & Prototypes (“S&P”)

[3.2.] Once the design has been provided to Luminous and locked-in by Matter Energy, it
shall manufacture and create the S&P of the Breakthrough Product within [●]
days.by [●].

[3.3.] The Breakthrough Product shall be developed in a manner that the process will
comply with the Lawslaws and regulations applicable in India and certified as per
applicable Indian standard such as IEC/BIS etc. Matter Energy shall take requisite
approvals, as may be required and comply with applicable law, as amended from
time to time.

4.1.[3.4.] Upon the production of the S&P of the Breakthrough Product, Matter Energy
shall deliver the S&P to Luminous at such location as determined by Luminous.
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[4.] Testing

[5.] Ensure Testing for further commercialisation of the Breakthrough Product

4.2. Once the S&P of the Breakthrough Product has been received by Luminous,
Luminous shall have the right to test the S&P by itself or through any third party
and determine the functionality and operability . In addition, Matter Energy shall
also independently test the S&P of the Product and shall provide a report to
Luminous that the S&P of the Product complies with and conforms to the Design
and Product Specifications that Matter Energy had earlier discussed and submitted
to Luminous..

[5.1.] Matter Energy is required to provide free assistance during testing of S&P based on
specific requirements (such as, but not limited to sending people on-site to test
and machines, modifying hardware and/or software, testing in factories) in India
or any other location as decided between the Parties from time to time.

[5.2.] In the event of any defect or any non-compliance of the S&P of the Breakthrough
Product with the Design and Product Specifications , whether identified by
Luminous and/ or Matter Energy, the concerned Party shall inform the other Party
of such defect or non-compliance. Upon the intimation of the non-compliance,
Matter Energy shall rectify the defect or the non-compliance within [●] days of such
notice .

5.[6.] Consideration and Payments

[6.1.] Luminous shall pay a total sum of Rs. ________ upfront in form of advance to Matter
Energy for setting up ofthe Strategic Collaboration. This payment shall be made in
______ number of instalments over a period up to _____________.

[6.2.] As consideration for supplying marketable & saleable strategic product

designscommercially usable and saleable Breakthrough Products, Matter Energy shall
be entitled to receive a royalty/fee of ______% over the sales of the Product which
are developed solely by or jointly with Matter Energy, and it is successfully
commercialized.

[6.3.] The advance money paid to Matter Energy in terms of Clause 6.1 shall be adjusted
against the royalty/commercial fees, if any payable to Matter Energy. Luminous
shall adjust the advance money in a phased instalments from the royalty amount
before making the payment to Matter Energy.

[6.4.] In case, the Strategic Collaboration fails, or if there is no commercialization of

Breakthrough Products undertaken by Luminous or if itthis arrangement is terminated
by either Pparty pursuant to the terms hereinafter, Matter Energy shall be obligated
to return the advance money with prevailing bank interest rate within 30 (thirty)
days from the date of such termination.

6.[7.] Ownership & Further Supplies

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6.1.[7.1.] Upon the successful completion of the development of Breakthrough Product,

Matter Energy shall unqualifiedly and unconditionally transfer, convey and assign
all rights (including intellectual property rights), ownership, interests and titles in
the Breakthrough Product to Luminous along with all other hardware, software
and other aspects in relation to the Breakthrough Product (“Transferable Assets”)
for no additional charges within [●] days of [●]. In the event, due to any applicable
laws, Matter Energy is unable to transfer, convey or assign any rights, ownership,
interests and title to Transferable Assets, Matter Energy agrees that it shall
exclusively license such Transferable Assets (in whole or in part, as the case may be)
to Luminous free of costs and shall transfer, convey or assign such Transferable
Assets to Luminous immediately as on such date on which it is permitted by
Applicable Law.

[7.2.] It is clarified that the Parties are entering into this Agreement for Matter Energy to
undertake the strategic product development of Breakthrough Products for Luminous
exclusively, and at all times whether during the process of the technical development
or upon its successful completion, Luminous shall be considered to be the
owner/exclusive user of all Transferable Assets and shall have all the rights to make
further changes to the Breakthrough Product for its upgradation, and Matter
Energy shall have no rights, ownership, title or interests on the Transferable Assets
at any point in time.

[7.3.] Matter Energy further agrees, and undertakes to provide all support to Luminous
for industrializationcommercialisation and distribution of the Breakthrough Product
in India. In addition, upon the request of Luminous, if Luminous intends to get the
Breakthrough Product manufactured, produced and supplied from any third party
situated in any jurisdiction, Matter Energy shall provide all the support,
documentation and facilities to such third party for the production and
manufacturing of the Breakthrough Product.

7.[8.] Term & Termination

[8.1.] This Agreement shall take effect as from the Effective Date and shall remain in force
until the earlier of: (i) completion of stage 4 of the development as provided in
Clause 5 of this Agreement; or (ii) if terminated pursuant to this Clause 8 of the
Agreement (“Term”).

7.1.[8.2.] Luminous shall have the right to terminate this Agreement immediately under the
following circumstances:

[8.2.1.] if Matter Energy fails to deliver and undertake its obligations at any stage of the
Strategic Collaboration including its failure to rectify any defects or non-compliance
of any Design and Product Specifications in the Breakthrough Product.

7.1.1.[8.2.2.] if Matter Energy breaches any terms of this Agreement.

7.1.2.[8.2.3.] if Matter Energy delays any stage of the development of the Breakthrough
Product.

7.1.3.[8.2.4.] if Matter Energy initiates or is involved in any proceedings of liquidation or

winding up, or if any receiver of the court is appointed, or if any of the assets or
facilities of Matter Energy are attached by any authorities.
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7.1.4.[8.2.5.] If the Breakthrough Product fails the testing, or cannot be

commercialised/distributed for any reason, or the arrangement cannot be
undertaken due to Force Majeure and other similar circumstances.

7.2.[8.3.] Luminous shall also have the right to terminate this Agreement without assigning
any reasons thereof by serving a notice of 1 (one) month.

7.3.[8.4.] Consequences of Termination:

[8.4.1.] Upon termination of this Agreement, Matter Energy shall cease to perform any
obligations set forth hereunder, and shall handover all materials, information, S&P
of the Breakthrough Product, any modules, guidelines, formulae, designs,
documents, or all such information in relation to the strategic technical development
of the Breakthrough Product that Luminous shared with Matter Energy for the
purposes of this Agreement to Luminous within 10 (ten) days, and transfer, convey
and assign all such Transferable Assets as available till the date of termination of
this Agreement to Luminous. Further, Luminous shall not be obligated to make any
payments to Matter Energy for any work that is not being undertaken by Matter
Energypost termination of the Agreement; however, each Party shall be bound by
relevant terms and conditionsobligations up to the date of the termination.

7.3.1.[8.4.2.] Further, the initial advance given to Matter Energy by Luminous as per
Clause no. 6.1 shall become due and payable for refund by Matter Energy to
Luminous. Matter Energy shall refund the advance amount within _____ days from
the date of termination of this Agreement.

[8.4.3.] During the Term of the Agreement or within 3 (threeand for a period of 2 (two) years
frompost commercialisation of the date of termination hereof, Breakthrough Products,
Matter Energy shall exclusively undertake this arrangement for Luminous only and
not enter into similar agreement for providing same or similar design, technical or
manufacturing support to any other third party within India including competitors
of Luminous. Matter Energy agrees and acknowledges that the terms of Clause 8.4.3
are reasonable and necessary to protect Luminous’s business. If any covenant in this
Clause is held to be unreasonable, arbitrary, or against public policy, such covenant
will be considered to be divisible with respect to scope, time, and geographic area,
and such lesser scope, time, or geographic area, or all of them, as a final court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not
against public policy, will be effective, binding, and enforceable against Matter
Energy.

[8.4.4.] UponIt is clarified that upon termination undertaken pursuant to Clause 8.2.2 of the
Agreement, Matter Energy shall promptly refund to Luminous any and all
payments & fees paid for Breakthrough Products and related services thereto, and
no further fees shall be due or payable from Luminous in respect of the same.

[9.] Design and Product Specifications

`
[9.1.] The Design and Product Specifications shall be considered as part and parcel of
this Agreement. Matter Energy agrees, acknowledges and consents to adhere to
the Design and Product Specifications in relation to the strategic technical
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development and shall be solely responsible for any concerns or issues or defects
in respect of the same

[10.] Obligations of Matter Energy

`
7.4. It is clarifiedagreed and acknowledged by Matter Energy that the Design and Product
Specifications should it shall provide for, inter alia,and/or undertake the following:

7.4.1.[10.1.1.] the quality assurance plan:

7.4.2.[10.1.2.] the standards and measures as required for the Breakthrough Product to be
manufactured, distributed, sold, utilised and applied in India.

[10.1.3.] the processes and instructions & related support required for the
industrialization/commercialization of the Breakthrough Products in India; and

7.4.3. take and comply with requisite approvals, as may be required from time to time in respect
of the Breakthrough Products; and

7.4.4.[10.1.4.] all such other norms, rules, and regulations in relation to the Breakthrough
Product for its merchantability & commercialization in India.

8.[11.] Subcontract; Assignment

8.1.[11.1.] During the Term, Matter Energy shall not have the right to or be entitled to
delegate, transfer, subcontract or assign any or all of its rights and obligations
under this Agreement to any third parties without the prior written consent of
Luminous. In the event of any delegation, or subcontracting work hereunder upon
obtaining the prior consent of Luminous, Matter Energy shall be fully responsible
for the performance and other obligations of such subcontractor or assignee.

[12.] Matter EnergyEnergy’s Representations and Warranties

8.2.[12.1.] Matter Energy represents and warrants that:

8.2.1.[12.1.1.] it has the right to enter into this Agreement and to perform the
obligations under this Agreement including undertaking the technical
development, and grant all rights, ownership, title and interests in the
Transferable Assets to Luminous in accordance with the terms of this
Agreement.

8.2.2.[12.1.2.] in its performance of its obligations contained hereunder, it will comply

with the applicable laws, including but not limited to any industrial
standards, localisation norms, export-import laws and technical regulations.

8.2.3.[12.1.3.] it has the relevant experience and expertise along with the requisite
manufacturing facilities, manpower and skill to undertake its obligations
hereunder.
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8.2.4.[12.1.4.] it is neither a party to any contracts, agreements or arrangements nor

involved in any litigations, suits or proceedings that may impair the ability
of Matter Energy to perform any of such obligations.

[12.1.5.] the Breakthrough Product will be of merchantable quality, free from defects
in material and workmanship and adhere to and conform with the Design
and Product Specifications.

8.2.5.[12.1.6.] neither entering into this Agreement or the performance of any of its
obligations hereunder breach or infringe and will not breach or infringe any
third-party rights including intellectual property rights.

[12.1.7.] all the requisite theupdates, tools, equipment, technical support and project
improvements for the Breakthrough Products arising from the RnD Work,
including testing and tooling production tools, shall be provided by Matter
Energy from time to time, to comply with the requirements of this
Agreement.

9.[13.] Indemnification & Liability

[13.1.] Matter Energy hereby indemnifies, defends, and hold harmless Luminous and its
affiliates, and their respective officers, employees, shareholders, directors, advisors
and agents (“Indemnified Parties”) from and against all claims or actions brought
by a third party forin respect of all liabilities, losses, damages, judgments, awards,
costs, and expenses, including reasonable attorneys’ fees and costs (“Liabilities”),
arising from or in connection with (i) a third party claim in connection with the
Breakthrough Products , (ii) the breach of any obligations or representation or
warranty by it, (iii) any death, bodily injury or property damage or any other claim
caused or incurred by Matter Energy or its personnel or resulting from any defect
in any of the Breakthrough Products manufactured by Matter Energy, or (iv) the
negligent acts or omissions, or wilful misconduct , of Matter Energy or Matter
Energy or its personnel.

9.1.[13.2.] For the avoidance of any doubt, it is clarified that any Liabilities arising out of or
resulting from the development, manufacture or commercialization of any
Breakthrough Products shall be borne by Matter Energy except to the extent such
Liabilities arise out of any third-party claim based on the proven gross negligence or
wilful misconduct of Luminous.

9.2.[13.3.] Matter Energy must effect and maintain with a reputable insurance company: (i)
public liability insurance (unlimited in total); (ii) professional indemnity insurance
(unlimited in total); and (iii) employer’s liability insurance in accordance with any
legal obligation for the time being in force. Such insurance must be maintained for
the Term of the Agreement and for a minimum of 5 years following the expiry or
termination of the Agreement, as the case may be. Matter Energy must give
Luminous on request, copies of all insurance policies referred to in this Clause or a
broker’s verification of insurance to demonstrate that the appropriate cover is in
place, together with receipts or other evidence of payment of the latest premiums
due under those policies.
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9.3.[13.4.] The maximum aggregate liability of Luminous arising out of or in connection

with this Agreement shall not exceed the annual fee/amounts paid under this
Agreement prior to the cause of action.

[14.] Intellectual Property Rights

9.4.[14.1.] Matter Energy shall complete and ensure the development of the Product
without infringing any third party’s intellectual property rights. If Matter Energy,
after having used all reasonable efforts, concludes that a third party’s intellectual
property rights is possibly in conflict with the technical development of the
Breakthrough Product, Matter Energy shall inform Luminous immediately and
shall await Luminous’ immediate decision as to whether such intellectual property
rights shall be used or not, and whether it should be modified or not.

[14.2.] Matter Energy shall disclose Luminous without delay all Matter Energy’s
intellectual property rights, which were acquired or developed by it prior to
commencement of the Strategic Collaboration under this Agreement and might be
used in order to complete the work under this Agreement and any restrictions that
may exist, if any, with respect to use of such rights.

[14.3.] Except as set forth in Clause 7 and for the purposes of this Agreement, Matter Energy
hereby irrevocably and perpetually licenses Luminous and its Affiliates and their
suppliers and customers: (i) to use, make, manufacture, sell, and market in any way
its intellectual property rights used with respect to the services, Strategic
Collaboration, and Breakthrough Product, that it had developed for some other purpose
earlier; and (ii) to use the general know how and technical expertise together with
any other earlier intellectual property of Matter Energy or its affiliates that is
incorporated into the Breakthrough Product., services, or Strategic Collaboration in
India.

9.5.[14.4.] Except as the Parties may otherwise expressly agree, each Party shall continue to
own its existing patents, trademarks, copyrights, trade secrets and other intellectual
property, without conferring any interests therein on the other Party.

10.[15.] Confidentiality

10.1.[15.1.] The receiving Party undertake to treat all Confidential Information as strictly
confidential and to use it exclusively for the purposes provided for in this
Agreement, and not disclose it either completely or partially, directly, or indirectly,
to any unauthorised third parties without the consent of the disclosing Party. To
that end, a receiving Party shall hold the disclosing Party’s Confidential
Information in confidence and shall not use or duplicate or distribute such
information except for the purpose of performing pursuant to this Agreement. The
receiving Party shall permit access to Confidential Information only to its
principals, directors, officers, employees, contractors, and subcontractors having a
need to know such information to perform the receiving Party’s obligations under
this Agreement. The receiving Party shall ensure (by Agreement or equivalent
professional ethical obligations) that such individuals are informed of the
confidential or proprietary status of the Confidential Information and of the
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restrictions on its use, disclosure, distribution, and duplication contained in this

Agreement. The receiving Party shall obtain the Agreement on a signed & stamped
paper in writing from each employee, agent, subcontractor, or third party who has
access to the Confidential Information (other than those bound by equivalent
professional ethical obligations) to be bound by obligations of non-disclosure and
non-use that are at least as restrictive as those in this Agreement.

10.2.[15.2.] The above-mentioned confidentiality obligations shall apply also for the
information provided by third parties, especially by the suppliers integrated in the
Agreement activities by the Parties.

[15.3.] Matter Energy shall return to Luminous or, if requested by Luminous, destroy all
Confidential Information of Luminous (including the technical and the Design And
Product Specifications) and all copies thereof received or developed in performance
of this Agreement upon termination or expiration of this Agreement or at any prior
time within fifteen (15) days after receipt of Luminous’ written request.

10.3.[15.4.] For purposes of this Agreement, "Confidential Information" shall mean and
include all information or material that has or could have commercial value or any
other utility in the business in which disclosing Party is engaged.

[15.5.] Exceptions.

A receiving Party’s confidentiality and non-disclosure obligations, as set forth in

this Agreement shall not apply to any information, or any portion thereof: (a) which
now is or hereafter becomes publicly available other than as a result of breach of
this Agreement (including, without limitation, any information filed with any
governmental agency and available to the public); (b) which is disclosed to the
receiving Party by a third party that is legally entitled to disclose such information;
(c) which the receiving Party demonstrates through documented records was known
by it prior to its receipt from the disclosing Party; (d) which is developed by the
receiving Party independently of any disclosures made by the disclosing Party of
such information as demonstrated by the receiving Party’s documented records; or
(e) to the extent such information is required to be disclosed by order of a court of
competent jurisdiction, administrative agency or governmental body, or by
subpoena, summons or other legal process, by law, or by applicable regulatory or
professional standards. If allowed by law, the receiving Party shall promptly notify
the disclosing Party so as to allow the disclosing Party a sufficient and reasonable
period of time to challenge such order, subpoena, summons or other legal process.
Each Party shall reasonably cooperate with the other Party in handling any such
challenge.

11.[16.] Force Majeure

11.1.[16.1.] Either of the Parties will not be liable for any loss, damage or delay arising out
of its failure to perform the Agreement due to unforeseeable events or causes
beyond its control, including, without limitation, acts of God, acts of civil or military
authority, fires, floods, epidemics, quarantine restrictions, war, riots, delays in
transportation or transportation embargoes, civil disturbances, strikes, lockouts,
cyclone, marine perils, accidents, governmental action, inability to secure materials,
supplies or personnel or any other event, cause or circumstance which adversely
impacts the production, transportation, delivery or performance of the
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Breakthrough Product (“Force Majeure Event”); provided that the Party claiming
the Force Majeure Event: (i) must use reasonable efforts to mitigate such Force
Majeure Event and continue to perform its obligations in accordance with this
Agreement, and (ii) must prove the existence of all of the following: (a) that the
failure was due to an impediment beyond its control; (b) that it could not reasonably
be expected to have taken into account the impediment and its effects upon its
ability to perform the obligations at the time of signing this Agreement (provided
that this paragraph shall not be construed to mean that either Party need not make
reasonable efforts to stay informed of the circumstances that may be reasonably
expected to have an impact on the performance of this Agreement and to take
preventive actions if necessary or appropriate); and (c) that it could not have
avoided or overcome it or at least its effect.

11.2.[16.2.] If at any time any Force Majeure Event occurs, the Party to which such event
occurs (the “Affected Party”) shall give to the other Party written notice (the “Force
Majeure Notice”) setting out as fully as possible the circumstances that constitute
the Force Majeure Event. In the event of a Force Majeure Notice, the situation shall
be referred to the steering committee of the Parties to reach, in good faith, a
mutually acceptable solution with a view to alleviating any hardship or unfairness
caused to the Affected Party as a result of the Force Majeure Event. If a Force
Majeure Event continues for more than [●] months after the Force Majeure Notice
is received by the non-Affected Party, then either Party may by written notice to the
other terminate this Agreement immediately without any legal consequences.

12.[17.] Applicable Law, Jurisdiction and Dispute Resolution

12.1.[17.1.] The Agreement and all disputes between Matter Energy and Luminous shall be
governed by and interpreted in accordance with the laws of India and subject to
Clause 16.2, the courts at New Delhi shall have the exclusive jurisdiction.

12.2.[17.2.] In the event of a dispute, the Parties will at first try to resolve the dispute
amicably. In the event the dispute remains unresolved, the Parties will refer the
dispute to arbitration before a sole arbitrator, mutually appointed by the Parties.
The place, seat and venue of arbitration shall be New Delhi, India and the
arbitration shall be conducted in accordance with the provisions of the Arbitration
and Conciliation Act, 1996, as amended from time to time.

13.[18.] Miscellaneous

13.1.[18.1.] The Parties shall form a steering committee having representatives from each
side to discuss important issues and escalations that may arise during the course of
the arrangement contemplated herein.

[18.2.] English language shall be used in connection with this Agreement and development
of the Breakthrough Product and for all correspondences between the Parties, and
any and all correspondences with the co-designers and suppliers, including any
communication, documents and drawings.

13.2.[18.3.] The schedules, annexures, exhibits to or of this Agreement are incorporated by

reference and form a part of this Agreement.

13.3.[18.4.] This Agreement supersedes and prevails over all previous negotiations,
comments and writings between the Parties.
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13.4.[18.5.] All notices required or permitted under this Agreement shall be in writing,
reference this Agreement and be deemed given when: (a) delivered personally; (b)
when sent by confirmed facsimile; (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; (d) one (1)
day after deposit with a commercial overnight carrier, with written verification of
receipt; or (e) immediately if sent by e-mail. All communications will be sent to the
addresses set forth below or such other address designated pursuant to this Clause
17.4 :

If to Luminous:

Luminous Power Technologies Pvt. Ltd.

Plot No.150, Sector-44, Gurgaon
Haryana 122002
Tel: +91-124-4776700
Fax: +91-124-2544170
E-mail: [ ]

With a copy to the Managing Director/ Company Secretary

If to Supplier:

Matter Energy Pvt Limited

DCT, C/O Container Corporations of India Ltd.,
Domestic Container Terminal Gate No. 4, Shed No 1,
Khodiyar, Gujarat 382421
Tel: [ ]
Fax: [ ]
E-mail: [ ]

With a copy to the Managing Director/ Director

13.5.[18.6.] If any provision of this Agreement is found by a court of competent jurisdiction

or, if applicable, an arbitrator, to be unenforceable, such provision shall not affect
the other provisions, but such unenforceable provision shall be deemed modified to
the extent necessary to render it enforceable, preserving to the fullest extent
permissible the intent of the Parties set forth in this Agreement.

13.6.[18.7.] Each of the Parties is an independent contractor and neither Party is, nor shall
be, an agent, distributor or representative of the other. Neither Party shall act or
represent itself, directly or by implication, as an agent of the other or in any manner
assume or create any obligation on behalf of, or in the name of, the other Party.
Neither Party has authorization to enter any contracts, assume any obligations or
make any warranties or representations on behalf of the other Party. Nothing in this
Agreement shall be construed to establish a relationship of co-partnership or
association between the Parties. Luminous shall not be responsible and shall have no
obligation to Matter Energy, the employees of Matter Energy or any governing
body to withhold any income tax, or Matter Energy’s employee portion of any tax
and any other taxes relating from any employee or contractor of Matter Energy
who has been assigned by Matter Energy to provide services under this Agreement.
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13.7.[18.8.] Each Party shall bear its own legal, accounting, and other expenses incidental
to this Agreement.

13.8.[18.9.] Matter Energy shall co-operate with Luminous and execute and deliver such
instruments and documents and take such other actions as may be reasonably
requested by Luminous from time to time to carry out, give effect to the intended
purpose of this Agreement and for the future supplies of the Breakthrough Products
to Luminous.

13.9.[18.10.] Any provision of this Agreement that by its nature must survive termination or
expiration to achieve the fundamental purposes of this Agreement shall survive any
termination or expiration of this Agreement.

13.10.[18.11.] Headings and captions used herein are for convenience, only, and have no
legal significance.

13.11.[18.12.] The delay or failure of either Party to assert any of its rights hereunder
including, but not limited to, the right to terminate this Agreement for default, shall
not be deemed to constitute a waiver by that Party thereafter to enforce each
provision of this Agreement in accordance with its terms.

13.12.[18.13.] In the interpretation and construction of this Agreement and any annexure,
schedule and exhibit thereto, it shall be assumed that such document was prepared
by the Parties, and their respective counsels as a result of negotiation. Therefore,
neither the Agreement nor any annexure, schedule or exhibit shall be construed
against any Party on the basis that they or their counsel were responsible for the
drafting of such document.

13.13.[18.14.] Save and except as provided herein, Matter Energy shall not assign or sub-
contract any of its rights or delegate any of its duties under this Agreement without
the prior written consent of Luminous. However, Luminous reserves the right to
assign or sub-contract any of its rights or obligations under this Agreement to any
person including any affiliate.

13.14.[18.15.] No modifications or amendment of this Agreement shall be binding upon a

Party unless it is in writing and executed by a duly authorized representative of that
Party.

13.15.[18.16.] This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed these presents on the day and
year herein above written.

Luminous Power Technologies Private Matter Energy Pvt Limited

Limited by by

Stamp: Stamp:
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Name: Name:
Title: Title:
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Annexure I

Scope of Work

Matter Energy shall be developing the Breakthrough Product, in respect of which it

will inter-alia be performing the following functions:

 Product & Technology development.

 Research.
 Conducting testing.
 Developing prototypes and samples.
 End-to-End Manufacturing activities.

Luminous will be launching the Breakthrough Product in the Indian market.

Design, Details and Specifications of Breakthrough Products

 Power Electronics (Battery and Vehicle)

 Design for India conditions – high temperature, sun loading, poor power quality
(EV Charging)
 Using latest semi-conductors to future proof design.

 BMS & Battery Pack

 Battery pack for EV (100V) and ESS (Designing a 1500V)
 Liquid Cooling – Water and Glycol
 Protection – 3 Level
 Test lab for Battery characterization. SoC/SoH. Accuracy 1-2%

 Data/Technology
 Communication – 4G/LTE/Wi-Fi/BLE
 Cyber Security – Public/Private Keys
 Analytics – Battery Life
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Annexure II

RnD Work Schedule & Delivery Dates