Joint Venture Agreement ASAP & Co.

Draft
Privileged & Confidential
24th December, 2017
JOINT VENTURE AGREEMENT
This Joint Venture Agreement made on December 23, 2017 between Rolekś Pvt. Ltd., having
CIN No. U78229MH1998PTC083748, incorporated in India (the “Rolekś”) and Wertü Pvt.
Ltd., having CIN No. U72637MH2001PTC043898, incorporated in India (the “Wertü”).
Rolekś and Wertü are, collectively, referred to as the “Parties” and individually, as a “Party”.

BACKGROUND
A. Rolekś designs, manufactures, distributes and services luxury wristwatches sold under the
Rolekś brand. Rolekś watches are marketed and sold across India.
B. Wertü develops and designs, both hardware and software for high-end smartphones and
manufactures and retails the smartphones. Wertü smartphones are marketed and sold in
most countries around the world including India.
C. The Parties are desirous of entering the smartwatch market and, therefore, have determined
that they will mutually benefit from a joint venture set up to develop, manufacture, and
sell high-end luxury smartwatches in India as per the terms and conditions set out in this
Agreement where the promises made by one Party will act as consideration for the other
Party.
Rolekś and Wertü agree as follows:

1. DEFINITIONS:
“Affiliate(s)” of a Party means any company which is under the Control of, or under common
control with, such Party or a company, which exercises Control over such Party, and where
such Party is an individual, means any Relative(s) or any other Person, which is Controlled by
such Person or a Relative of such individual;
“Agreement” means this Joint Venture Agreement entered into by the Parties and as the same
may be amended from time to time and w include all the Schedules, Annexures and Exhibits
to this Agreement;
“Brand Name” means the name of the JV Entity upon its incorporation which will be ‘Rolekś-
Wertü’ under which name the Business of the JV Entity will be conducted;
“Business” means researching, developing, manufacturing, marketing, sale, distribution, and
promotion of the Product by the JV Entity;
“Business Day(s)” means a day (other than a Saturday or a Sunday or a public holiday) on
which banks are open for business in Mumbai, India, and in the context of a payment being
made to or from a schedule commercial bank in a place other than India, in such other place;
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“Business Hours” means the working hours from 0900 hours to 2000 hours on a Business
Day;
“Confidential Information” means
(a) with respect to JV Entity, all information (verbal or documented) relating to the business
or operations of JV Entity, which is specifically identified by JV Entity at the time of the
disclosure as being confidential or proprietary; and
(b) with respect to any Party, all information (verbal or documented) relating to the business
or operations of such Party or any of its Affiliates which is specifically identified by such
Party at the time of the disclosure as being confidential or proprietary.
The term “Confidential Information” will specifically include any tangible expression of such
information, including without limitation, photographs, plans, drawings, renderings, journals,
notebooks, computer programs, samples, models, prototypes and mock-ups relating thereto,
and will further include any confidential or proprietary information owned by any other Person
or Entity and furnished by such other Person or Entity pursuant to an undertaking to maintain
the same in confidence.
“Control” (including, with its correlative meanings, the term “under common control with”),
as used with respect to any Party, means the power, direct or indirect, to direct or cause the
direction of the management and policies of such Persons whether by contract or otherwise. In
any event, and without limitation of the previous sentence, for purposes of this Agreement, any
Person owning 25% or more of the voting securities of another Person shall be deemed to
control that Person;
“Effective Date” means the date of the execution of the Agreement by the Parties on which it
will come into and be in force;
“Government” means the Government of India or any of its instrumentalities;
“INR” means Indian Rupees, the currency and legal tender of the Republic of India for the
time being in force;
“Intellectual Property” means patents, patent applications, inventions, registered designs or
design rights, trademarks, service marks, trade or business names, internet domain names,
copyrights and know-how whether registered or unregistered and including applications or the
grant of any such rights of the above descriptions and all rights or forms of protection having
equivalent or similar effect anywhere in the world, and in each of aforesaid for the full term,
together with any future rights and renewals or extensions;
“JV Entity” means the private limited company to be incorporated by the Parties in accordance
with this Agreement;
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“Law” includes all applicable statutes, enactments, acts of legislature or Parliament, laws,
ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions,
directives and orders of any Government, statutory authority, tribunal, board or court;
“Net Profit” means the audited consolidated profit after accounting for depreciation, expenses
and tax of the JV Entity;
“Person(s)” means any individual, sole proprietorship, unincorporated association or
organization, body corporate, corporation, company, partnership, trust or other entity, whether
incorporated or not;
“Product” means the smartwatches proposed to be manufactured by the JV Entity;
“Relative(s)” will have the same meaning as ascribed to it under the Companies Act, 2013;
and
“Territory” means the territory of the Republic of India.

2. INTERPRETATION:
2.1 The interpretation of this Agreement will be in accordance with the rules of interpretation
laid down in this Clause 2.
2.2 In this Agreement, unless the context otherwise requires:
2.2.1 The table of contents, headings, subheadings, titles and sub-titles to clauses are
used for convenience only and will not affect the interpretation of this Agreement;
2.2.2 Words using the singular or plural number also include the plural or singular
number, respectively;
2.2.3 Any reference to any statute or statutory provision will include:
2.2.3.1 all subordinate legislation made from time to time under that provision (whether
or not amended, modified, re-enacted or consolidated); and
2.2.3.2 such statute or provision as may be amended, modified, re-enacted or
consolidated;
2.2.4 The words ‘other’ and ‘otherwise’ will not be construed ejusdem generis with any
foregoing words where a wider construction is possible;
2.2.5 Any reference to an agreement, instrument or other document (including
reference to this Agreement) will be to such agreement, instrument or other
document as amended, supplemented or novated pursuant to the terms of that
agreement;

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2.2.6 Reference to any Party will include the respective legal heirs, successors,
permitted assigns and Affiliates of such Party, unless otherwise repugnant to the
context;
2.2.7 The word ‘including’ will always mean ‘including, without limitation’;
2.2.8 The Annexures and Exhibits to this Agreement form an integral part of this
Agreement;
2.2.9 All approvals and / or consents to be granted by the Parties under this Agreement
will be deemed to mean prior approvals and / or consents in writing;
2.2.10 If there is any conflict or inconsistency between a term in the body of this
Agreement and a term in any of the Annexures or any other document referred to
or otherwise incorporated into this Agreement, the term in the body of this
Agreement will take precedence, unless the relevant Annexure or such other
document which is referred or otherwise incorporated into this Agreement
expressly provides that the term in it is to take precedence over the term in the
body of this Agreement; and
2.2.11 Time is of the essence in the performance of the each Party’s respective
obligations, and if any time period specified is extended, such extended time
period will also be of the essence.
For the purposes this Agreement, the following terms have the meanings specified in the
indicated Clause of this Agreement:
TERM CLAUSE REFERENCE
Affected Party 15.7
Arbitration Tribunal 15.2.2
Articles 6.1.1.2
Board 6.1.1.1
CEO 6.2.7
Commencement of Business 12.1
COO 6.2.4
CTO 6.2.1
Defaulting Party 13.1
Dispute 15.2.1
Fair Price 13.4
Final Resolution Period 15.2.1

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Lock-in Period 12.2
Nominees’ List 6.1.2.1
Renewal Statement 12.3.2
Resolution Meeting 15.2.1
Resolution Period 15.2.1
Risk Evaluation 11.1
Terminating Party 13.1

3. PURPOSE AND CONTRIBUTIONS:

3.1 Purpose
3.1.1 The business purpose of the JV Entity is as follows:
3.1.1.1 to research and develop the Product as per market requirements and to utilize the
know-how provided by the Parties for the manufacture of the same;
3.1.1.2 to employ suitable promotion and marketing strategies to maximize the sale of the
Product; and
3.1.1.3 to create and sustain the Brand Name in the Territory.

3.2 Contributions
3.2.1 The Parties have agreed that the authorized share capital for the JV Entity will be in
the amount of INR 500,00,00,000/-. The Parties shall made the said capital
contribution to the JV Entity in the form of equity in the following proportion:
Party Name Contribution (in percentage)
Rolekś 65
Wertü 35
3.2.2 The Parties shall cause the JV Entity to issue the capital contributed to be categorized
into 2 classes of equity shares: Class A shares and Class B shares. The voting rights
for Class A and Class B shares will be in the proportion of 1:1.86 respectively.

3.3 Additional Contribution

3.3.1 In the event that the JV Entity requires additional funds to be contributed to it by
the Parties, such additional contributions will be made in the proportion mutually
agreed upon by the Parties.

4. OPERATION OF THE JV ENTITY:

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4.1 The Parties shall incorporate the JV Entity as a private limited company under the
provisions of the Companies Act, 2013 as envisaged in this Agreement within 60 days
from the execution of the Agreement.
4.2 The incorporation of the JV Entity will be under the Brand Name with its registered office
in Mumbai, Maharashtra, India.
4.3 The Parties shall bear the cost of incorporation of the JV Entity and all related and
incidental costs equally.
4.4 The JV Entity will be managed as an independent entity for the benefit of its shareholders.
Except in accordance with this Agreement, the JV Entity will not at any time engage in
dealings or transactions with any Party on terms more favourable than would be accorded
to an independent, non-affliated Person.
4.5 The Parties shall cause the JV Entity to undertake the following:
4.5.1 research, development, manufacture, marketing, sales, distribution and all other
ancillary activities relating to the Product;
4.5.2 appoint/hire staff/manpower in furtherance of its objectives;
4.5.3 maintain accurate record of all financial transactions at all times;
4.6 Wertü, as a part of its contribution to the JV Entity, in addition to the 35% share capital,
shall exclusively license such Intellectual Property rights, related to such software and
hardware, as are required for the purposes of furthering the Business of the JV Entity.
4.7 Rolekś, as a part of its contribution to the JV Entity, in addition to the 65% share capital,
shall license such Intellectual Property rights, related to the hardware and designs, as are
required for the purposes of furthering the Business of the JV Entity.

5. ALLOCATION OF NET PROFITS:

5.1 Notwithstanding the proportion of capital contribution, all Net Profits accruing to the Joint
Venture will be shared by Rolekś and Wertü in the proportion of 55:45 respectively. The
distribution of the profits between Class A and Class B shares will be in such manner that
the said proportion is maintained at all times.
5.2 Any losses accrued by the JV Entity will be borne by the Parties in the same proportion as
the Net Profits.

6. MANAGEMENT:
6.1 Board of Directors
6.1.1 Upon incorporation of the JV Entity, the Parties shall cause:
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6.1.1.1 The Board of Directors (the “Board”) of the JV Entity to consist 6 Directors at all
times.
6.1.1.2 The Articles of Association of the JV Entity (the “Articles”) to contain the names
of the First Directors.
6.1.2 The First Directors will be 6 in number, and will be appointed in the following
manner:
6.1.2.1 Each Party shall, by way of a notice, send to the other party a list of at least 6
candidates (the “Nominees’ List”) mentioning their qualifications, skills and
expertise who, in the opinion of that Party, are suited to be on the Board of the JV
Entity.
6.1.2.2 Upon reception of the Nominees’ List, each receiving Party shall select 3
candidates from the said list, who will be the First Directors.
6.1.3 Upon retirement of these First Directors, all further appointments to the Board
would be made as per applicable laws.

6.2 Whole-time Key Managerial Personnel

6.2.1 The parties shall cause the Articles to envisage the post of a Chief Technology
Officer (the “CTO”).
6.2.2 The CTO candidate will be suggested by Wertü and the Parties shall cause the
Board to cast all votes in his favour at the time of appointment.
6.2.3 The role of the CTO will include:
6.2.3.1 administering the usage and development of the technology licensed by Wertü to
the JV Entity on a day-to-day basis;
6.2.3.2 working with other Key Managerial Personnel and the Board to grow the company
through the use of technological resources;
6.2.3.3 controlling the direction of the company and ensuring that correct practices are
being met in matters of technology usage, research and development;
6.2.3.4 evaluating and targeting any business partnerships relating to transfer of
technology; and
6.2.3.5 consultation in any other matter related to development, usage, administration,
partnership or advertisement of technology that is developed by or licensed to the
JV Entity.
6.2.4 The parties shall cause the Articles to envisage the post of a Chief Operating
Officer (the “COO”).
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6.2.5 The COO candidate will be suggested by Rolekś and the Parties shall cause the
Board to cast all votes in his favour at the time of appointment.
6.2.6 The role of the COO will include:
6.2.6.1 administering the usage and development of the wrist-watch-related IP and
expertise licensed by Rolekś to the JV Entity on a day-to-day basis;
6.2.6.2 working with other Key Managerial Personnel and the Board to grow the company
through the use of wrist-watch-related expertise;
6.2.6.3 controlling the direction of the company and ensuring that correct practices are
being met in matters of wrist-watch expertise usage, research and development;
and
6.2.6.4 consultation in any other matter related to development, usage, administration,
partnership or advertisement of wrist-watch-related expertise that is developed by
or licensed to the JV Entity.
6.2.7 The parties shall cause the Articles to envisage the post of a Chief Executive
Officer (the “CEO”).
6.2.8 The COO and the CTO will together appoint the CEO.
6.2.9 In the event of a deadlock, the candidate proposed by the COO will be appointed
as the CEO.
6.2.10 The CEO shall make all decisions in consultation with the COO and the CTO.
6.2.11 The role of the CEO will include:
6.2.11.1 supervision of the roles assigned to the COO and the CTO;
6.2.11.2 decision making in all matters that are not in the exclusive domain of the scope
of works of the COO and the CTO, that include, but are not limited to general
business strategy, sales, marketing, advertising, recruitment and remuneration of
employees.
6.2.11.3 decision making in matters on which a deadlock exists between the COO and the
CTO.
6.2.12 All decisions made by the CEO are to be taken in good faith and for the benefit
of the JV Entity.

7. REPRESENTATIONS AND WARRANTIES:

7.1 The Parties represent and warrant as follows:
7.1.1 The Parties are companies duly incorporated and validly existing under the Laws
of their jurisdictions and have the right, power, capacity and authority and have
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obtained all relevant corporate authorisation required for them to enter into, and
perform their obligations under this Agreement.
7.1.2 This Agreement constitutes its legal, valid and binding obligations enforceable in
accordance with its term and the entry into and performance of transactions
contemplated under this Agreement do not and will not:
7.1.2.1 conflict with any Law;
7.1.2.2 conflict with its constitutional documents; or
7.1.2.3 conflict with any document which is binding upon them.
7.1.3 In agreeing to participate in the JV Entity, the Parties represent that they constitute
an investment which is suitable and consistent with their financial condition and
that they are able to bear the risks of this investment for the period of this
Agreement, which may include the total loss of their investment. The Parties
further represent that they have sufficient financial and business experience to
evaluate the merits and risks of this investment.
7.1.4 To the best of the knowledge of the Parties, there exists no action, claim, dispute
or other legal proceeding pending against the Parties and, to the Parties’
knowledge, no threat of any action, claim, dispute or other legal proceeding that, if
decided adversely to any such Party could adversely affect the Party’s ability to
perform its respect obligations as contemplated under this Agreement.
7.1.5 The ownership, use or license of the Intellectual Property belongs exclusively to
the Party licensing it to the JV Entity and no other Person has an interest in or right
or license to use or the right to license others, the Intellectual Property.
7.1.6 The Parties warrant that each of the representations are true in all material respects
as of the Effective Date and that none of them omits any matter, the omission of
which makes any such representation misleading.

8. RESTRICTION ON TRANSFER OF SHAREHOLDING

8.1 During the term of the Lock-in Period, neither Party shall transfer whole or any portion of
its shareholding in the JV Entity to any Person.

9. INDEMNIFICATION:
9.1 If, for any reason or resulting from any cause whatsoever, any statement, representation or
warranty set forth herein is found to have been materially incorrect, untrue when made, in
breach or fails to prove to be true, and if any debt, liability or other obligation of any kind
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is found to exist, the Party making such representation or warranty shall be fully liable to
the other Party for any and all liability, damage, costs and expenses, including attorney
fees, arising from such misrepresentation, breach or incorrect statement.
9.2 In case of any loss, damage, costs or expenses resulting due to defect in the technology,
know-how, software including AMOLED screens and processing chips licensed by Wertü
to the JV Entity, Wertü shall indemnify Rolekś and the JV Entity fully to the extent of such
loss, damage, costs or expenses.
9.3 In case of any loss, damage, costs or expenses resulting due to defect in the setting-up of
the Product manufacturing process and the associated know-how for the same, Rolekś shall
indemnify Wertü and the JV Entity fully to the extent of such loss, damage, costs or
expenses.
9.4 The JV Entity will not incur any liability on behalf of either Party and will not hold itself
out as having any authority to bind either Party in any way. Creditors of the JV Entity shall
have recourse only to the assets of the JV Entity, and the JV Entity will ensure that no
creditor is led to believe otherwise or in any way to seek repayment from either of the
Parties. Notwithstanding the JV Entity’s limited liability, and without Clause 9.4
expanding such liability, if for any reason any third person brings a claim against either or
both of the Parties based on the Party’s being a joint venture Party and arising out of the
operation of the JV Entity or if otherwise either of the Parties incurs any liability for any
action or omission taken pursuant to this Agreement or in its role as a shareholder in the
JV Entity other than from wilful wrongful conduct, the JV Entity shall be responsible for
and shall indemnify, hold harmless and defend either Party if either Party incurs any
liability, loss or damage, including attorney costs, as a result of its being a Party to this
Agreement or for being a shareholder, if such liability, loss or damage arises from a claim
brought by person other than the other Party.
9.5 Neither Party shall be liable to the other Party for any consequential, indirect, exemplary,
incidental, special or punitive damages based on any claim arising out of this Agreement
or the ordinary course of business of the JV Entity.

10. CONFIDENTIALITY:
10.1 Each of the Parties shall procure that during the term of this Agreement, and after
termination, keep confidential and cause their respective Affiliates, directors,
representatives, employees and agents, as the case may be, to keep confidential any
Confidential Information which any such persons may acquire in relation to the
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transactions contemplated by this Agreement or in relation to the employees, clients,
business or affairs of any other Party and shall not use or disclose such information except
with the written consent of the other Party. The restrictions in this Clause 10 does not
apply to any information:
10.1.1 which is at the date of this Agreement publicly available other than through
breach of this Agreement by any Party;
10.1.2 which was known to the Party, as evidenced by its written records, prior to it
receiving such confidential information;
10.1.3 which subsequently comes lawfully into the possession of the disclosing Party by
a third party which did not require any obligation of confidentiality; or
10.1.4 which is required to be disclosed in accordance with the requirements of law, any
Government authority, any stock exchange regulation or any binding judgment,
order or requirement of any court or other competent authority.

11. RISK EVALUATION:

11.1 At such time as may be mandated by the terms of this Agreement, and from time to time
at the option of Rolekś, an evaluation (“Risk Evaluation”) will be conducted of the
commercial risk posed by the Business of the JV Entity to Rolekś’s business.
11.2 For the purposes of the Risk Evaluation, a business consultancy of repute will be engaged
unanimously by the Parties at costs to be borne by the JV Entity.
11.3 The JV Entity shall cause the hired business consultancy firm to send the Risk Evaluation
report to the JV Entity as well as both Parties.
11.4 Unless there are grounds to doubt their analysis, the Parties shall unanimously employ
one of the following consultancy services for the purposes of Risk Evaluation:
11.4.1 McKinsey & Co.;
11.4.2 PriceWaterhouseCoopers;
11.4.3 Ernst & Young;
11.4.4 Deloitte;
11.4.5 The Boston Consulting Group;
11.4.6 Bain and Co.;
11.4.7 A.T. Kearney; or
11.4.8 Accenture Business Services.

12. TERM:
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12.1 The term of the JV Entity will be deemed to have commenced on the date on which the
Registrar of Companies issues Certificate of Incorporation towards the JV Entity
(“Commencement of Business”).
12.2 The initial term of the JV would be 42 months (“Lock-in Period”), during which time,
neither party shall enter into a partnership, joint venture, strategic alliance or any other
business agreement the objects of which are similar to the objects of the JV Entity, in any
jurisdiction.
12.3 Upon completion of 3 years (36 months) from the date of commencement, the parties
shall initiate the Risk Evaluation in accordance with Clause 11.
12.3.1 Upon perusal of results of the Risk Evaluation, if it is found that the Business of
Rolekś is adversely affected, the Parties agree, at the desire of Rolekś, to explore
and venture into such other countries’ markets for Business, that Rolekś selects
from a list of countries where Wertü pursues business operations.
Explanation: For the purposes of this Clause 12.3.1, Rolekś’s business would be
said to be ‘adversely affected’ when the Risk Evaluation report depicts that
Rolekś’s net sales have reduced by half in comparison to the last audited balance
sheet, and an equal and opposite rise in sales of the Products of the JV Entity.
12.3.2 Upon perusal of the results of the Risk Evaluation and without prejudice to Clause
12.3.1, if both Parties agree to continue Business operations in Territory, the
Lock-in Period shall come to an end, and the rest of the Agreement shall continue
for such term and on such conditions as may be negotiated by the parties and a
statement signed by both parties (“Renewal Statement”) in the furtherance of the
same is to be annexed to this Agreement and all of its counterparts.
12.3.2.1 For removal of any doubts, it is further clarified that any covenants, obligations,
rights, representations or warranties that form a part of the Renewal Statement
shall be treated as a part of the Agreement for the term mentioned in the Renewal
Statement.
12.3.3 Upon evaluation of results of the Risk Evaluation, if either Party wishes to exit
the JV Entity, then the other party shall have such rights as are accorded to the
Terminating Party under Clauses 13.2 and 13.3.
12.3.4 Upon evaluation of results of the Risk Evaluation, if both Parties wish to exit the
JV Entity, then they would execute a slump sale of the JV Entity, and would
appropriate proceeds equally.

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13. TERMINATION:
13.1 Subject to the procedure set out herein, either Party (“Terminating Party”), upon
happening of any of the following events on the part of other Party (“Defaulting Party”),
may terminate the Agreement:
13.1.1 by giving to the other Party 60 days’ written notice if the other Party becomes or
is declared bankrupt, insolvent or goes into voluntary or compulsory liquidation,
except for the purpose of amalgamation or reconstruction; or
13.1.2 by giving to the other Party 60 days’ written notice if any distress or attachment
is levied, or any receiver is appointed in respect of the business or a substantial
part of the property or assets of the other Party, or if it takes any similar action in
consequences of debt; or
13.1.3 by giving to the other Party 60 days’ written notice if there is a Government
expropriation, nationalisation or condemnation of all or substantial part of the
assets or capital stock of the other Party; or
13.1.4 by notice in writing to the other Party, if the other Party is in material breach of
any provision of this Agreement and such breach has not been remedied (to the
reasonable satisfaction of the Party not in breach) within 60 days of notice of such
breach having been served on that Party by the other Party;
13.1.5 by notice in writing to the other Party if any direction or order from any authority
in India or any change in applicable statutes, rules and regulations or Government
policy is made which prevents or significantly impairs the implementation of this
Agreement or directly or indirectly so restricts the scope and exercise of the right
of either Party as concerns the JV Entity so as to render its Business objectives
effectively impossible.
13.2 The Terminating Party may require the Defaulting Party to sell its shareholding to the
Terminating Party or any third party selected by the Terminating Party at a Fair Price as
defined later in this Clause 13.2.
13.3 The Terminating Party may require the Defaulting Party to transfer/license such
technology or IP rights to the JV Entity, as are required for the JV Entity to further its
Business objectives under the Brand Name, at such price and terms and conditions as
would be negotiated between the Parties.
13.4 The auditors of the JV Entity shall be instructed by the JV Entity to certify in writing
simultaneously to both Parties the amount which, in their opinion, represents the fair
market value (“Fair Price”) of the shares of the Defaulting Party by applying valuation
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principles generally accepted and currently practiced in India. It is hereby clarified that
these valuation principles should, inter alia, take into consideration a transaction between
a willing buyer and a willing seller who are not rushed to complete a transaction and
consequently act under forced sale circumstances. It is further agreed that in so certifying,
the auditors shall be considered to be acting as experts and not as arbitrators. The cost of
obtaining such certification by the auditors shall be equally borne and paid for by each
of the Parties.

14. CONSEQUENCES OF TERMINATION:

14.1 The termination of this Agreement shall not relieve any Party of any obligation or liability
accrued prior to the date of termination.
14.2 The Parties shall promptly provide required information and documents in obtaining the
requisite Governmental or statutory approvals to implement the provisions of this Clause
14.
14.3 During the term of this Agreement and until the Party entitled to purchase or cause a third
party to purchase shares in accordance with this Clause 14 actually purchases the shares,
Rolekś and Wertü shall each use reasonable efforts to maintain and preserve the Business
and the best interest of the JV Entity.
14.4 The foregoing shall not limit the ability of either Party to seek legal and equitable
remedies related to a material breach by the other Party or the failure of the other Party
to perform any other duty or obligation under this Agreement.

15. MISCELLANEOUS:
15.1 Assignment
15.1.1 Except as provided in this Agreement, none of the Parties except the Investor
shall be entitled to assign or transfer their rights and obligations under the
Agreement to a third party without the prior consent of all the other Parties.

15.2 Governing Law And Dispute Resolution

15.2.1 The Parties agree to negotiate in good faith to resolve a dispute, controversy,
claim or disagreement of any kind arising out of or in connection with this
Agreement or any of the other Transaction Documents, including any dispute
regarding existence, validity or termination (“Dispute”). If the negotiations do
not resolve the Dispute to the reasonable satisfaction of the Parties within 15 days
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(the “Resolution Period”), then each disputing Party shall nominate a Person
(being a senior decision maker) as its representative. These representatives shall
at a meeting (the “Resolution Meeting”) which shall be held on the earlier of:
(a) 10 days from the end of Resolution Period; or (b) 15 days of a written request
by any Party to call a Resolution Meeting (the “Final Resolution Period”) meet
in person and shall attempt in good faith to resolve the Dispute during the
Resolution Meeting in the Final Resolution Period.
15.2.2 All disputes that have not been satisfactorily resolved under Clause 15.2.1 above
shall be referred to and finally resolved through arbitration tribunal consisting of
3 arbitrators (the “Arbitration Tribunal”).
15.2.3 The arbitration shall be conducted by the Arbitration Tribunal appointed in the
following manner:
15.2.3.1 1 arbitrator shall be nominated by Rolex;
15.2.3.2 1 arbitrator shall be nominated by Wertü; and
15.2.3.3 The arbitrators appointed in accordance with Clauses above shall jointly appoint
the third arbitrator within 15 Business Days of their appointment, who shall act
as the presiding arbitrator.
15.2.4 If either Party fails to nominate an arbitrator within 15 Business Days of receiving
the nomination of an arbitrator by the other Party as stated in Clause 15.2.3 above,
the request shall be made to the High Court of Mumbai seeking appointment of
the arbitrators.
15.2.5 This Agreement and its performance shall be governed by and construed in all
respects in accordance with the Laws of the Republic of India. The arbitration
proceedings shall be carried out in accordance with the Arbitration and
Conciliation Act, 1996 and the place of arbitration shall be Mumbai, India. The
Courts in Mumbai shall have exclusive jurisdiction to entertain any matters that
are ancillary to the maintenance, prosecution, and the support of the arbitration
proceedings mandated in this Agreement and parties submit to the jurisdiction of
the said Courts for such matters.
15.2.6 The arbitration proceedings will be conducted in the English language. Subject to
Clause 15.2.8 below, the Parties shall equally share the costs of the arbitrators’
fees, but shall bear the costs of their own legal counsel engaged for the purpose
of arbitration.

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15.2.7 The Arbitration Tribunal shall make an award in writing within 60 Business Days
of the reference of the dispute to arbitration. The award of the Arbitration Tribunal
shall be binding upon the Parties and non-appealable to the extent permitted by
Law. The Parties agree that such enforcement shall be subject to provision of
Indian Law, and no Party shall seek to resist the enforcement of any award in
India or elsewhere on the basis that the award is not subject to such provisions.
The award rendered shall apportion the costs of the arbitration.
15.2.8 The Parties further agree that the Arbitration Tribunal shall also have the power
to decide the costs and reasonable expenses (including reasonable fees of its
counsel) incurred in the arbitration and award interest up to the date of payment
of the award.

15.3 Counterparts
15.3.1 This Agreement may be entered into in 2 or more counterparts each of which,
when executed and delivered, will be an original, but all the counterparts will
together constitute one and the same instrument.

15.4 Severability
15.4.1 Any provision in this Agreement, which is or may become prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in the same or any other jurisdiction. Without prejudice to the
foregoing, the Parties will immediately negotiate in good faith to replace such
provision with a proviso, which is not prohibited or unenforceable and has, as far
as possible, the same legal and commercial effect.

15.5 Entire Agreement

15.5.1 This Agreement sets forth the entire Agreement and understanding between the
Parties in connection with the subject matter hereof and no Party has relied on
any representation of any other save for any representation expressly set out
herein. This Agreement supersedes any previous agreements between the Parties
whether oral or in writing regarding the subject matter.

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15.6 Amendments and Waiver
15.6.1 Any provision of this Agreement may be amended or waived if, and only if such
amendment or waiver is in writing and signed, in the case of an amendment by
each of the Parties, or in the case of waiver, by the Party against whom the waiver
is to be effective. No waiver by any Party of any term or condition of this
Agreement, in any one or more instances, will be deemed to be or construed as
waiver of the same or any other term or condition of this Agreement on any future
occasion. All remedies, either under this Agreement or by Law or otherwise
afforded, will be cumulative and not alternative.

15.7 Force Majeure

15.7.1 If either Party is prevented from performing its obligations under this Agreement
from causes which are beyond its reasonable control (the “Affected Party”), such
as strikes, labour controversies, fires, acts of God or elements, acts of terrorism,
embargoes or governmental orders or restrictions, the Affected Party shall be
excused for non-performance of its obligations during the period such cause
continues to exist, but if such cause continues to exist and prevents performance
by the Affected Party of its obligation for more than 12 months, the other Party
may terminate this Agreement effective upon delivery to the Affected Party of
written notice of such termination.

15.8 Notice
15.8.1 Unless otherwise provided in this Agreement, all notices or other communications
to be given will be made in writing and by letter (hand delivered), email or
facsimile transmission (save as otherwise provided) and will be deemed to be duly
given or made, in the case of personal delivery, when delivered; in case of
facsimile transmission, provided that the sender has received a receipt indicating
proper transmission, when dispatched, or in the case of email, where such email
has been followed up with facsimile or hand delivered letter.
15.8.2 The addresses referred to above are:
15.8.2.1 In case of notice to Rolekś:
Address: 2001, 20th Floor, A Wing, Peninsula Corporate Park, Shankar Rao
Naram Path, Lower Parel (W), Mumbai-400 013.
Attention: Mr. Rajesh Maurya, Director, Rolekś Pvt. Ltd.
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Telephone: 022-6832903
Facsimile: 022-6832902
Email: rajesh.maurya@rolekś.com

15.8.2.2 In case of notice to Wertü:

Address: 24th Floor, Express Towers, Marine Drive, Nariman Point, Mumbai-
400 021.
Attention: Mr. Shantanu Golkonde, Director, Wertü Pvt. Ltd.
Telephone: 022-7837846
Facsimile: 022-7837845
Email: shantanu.g@wertü.com
15.8.3 A notice or other communication received on a day other than a Business Day, or
after Business Hours in the place of receipt, will be deemed to be given on the
following Business Day in such place.
15.8.4 The address, email address or facsimile numbers for serving notices can be
changed by any Party by properly serving notice on the other Parties informing
them of the changes of address.
15.8.5 In the event that a Party refuses delivery or acceptance of a notice, request or
other communication, under this Agreement, it would mean that the notice was
given upon proof of the refused delivery, provided the same was sent in the
manner specified in this Agreement.

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IN THE PRESENCE OF WITNESSES, THE PARTIES HAVE EXECUTED THIS
AGREEMENT ON THE DATE FIRST MENTIONED:

FOR ROLEKŚ PVT. LTD

Authorised Signatory Name:
Designation:

In presence of:
Name:
Address:

FOR WERTÜ PVT. LTD.

Authorised Signatory Name:
Designation:

In presence of:
Name:
Address:

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