Agreement

This agreement is made and entered into on [19-10-2023] (“Effective Date”), by and between

MITSUBISHI HEAVY INDUSTRIES - VST DIESEL ENGINES PRIVATE LTD., (CIN No. :
U34107KA2007PTC043432), a company organized and existing under the laws of India,
having its address and principle place of business at Plot No:305, Hebbal Industrial Area,
Metagalli, Mysore–570 016, Karnataka (“Seller”); and

__________________________ (CIN No. : ________________), a company incorporated in

India under the provisions of the Companies Act, 1956, having its Corporate office at
______________________________________________________

WHEREAS, anti-bribery and export control laws have been reinforced worldwide, therefore,
compliance with these laws has been more and more important in recent business situations; and

WHEREAS, the parties have found it necessary to pursue business practice in strict compliance
with anti-bribery and export control laws in their business transactions where Seller sells Diesel
Engines & Parts to Buyer (“Transaction”).

NOW THEREFORE, in consideration of the following compliance and proper business

conducts, the parties hereto agree as follows:

1. ANTI-BRIBERY

1.1 Buyer shall comply with, and render all necessary assistance to Seller to ensure that
Seller and any entity that directly or indirectly controls, is controlled by, or is under common
control with the Seller (“Affiliates”) are in compliance with all governmental laws, ordinances,
directives, rules and regulations in the Transaction.

1.2 Without limiting the generality of the foregoing paragraph 1.1 above, Buyer will not,
and nor will any of its officers, employees, representatives, agents, directors, shareholders, sub-
contractors or suppliers (“Associated Parties”) directly or indirectly, either in private or public
business dealing, offer, give, or agree to offer or give (either by itself or in agreement with
others) any payment, gift, or other advantage, which (i) would violate any applicable anti-
corruption laws including, without limitation, the US Foreign Corrupt Practices Act, and British
anti-corruption laws such as Bribery Act 2010 (altogether “Corrupt Act”), (ii) would influence
any person to act or reward any person for acting in breach of duty of good faith, impartiality or
trust, (iii) would otherwise be improper for the recipient to accept, (iv) is made for the benefit of
a public official with the intention of influencing them and obtaining an unfair advantage, or (v)
a reasonable person would otherwise consider to be unethical, illegal or improper.

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1.3 Buyer further agrees and undertakes: (i) not to seek, directly or indirectly, improperly
or corruptly to influence a public officials, or any other parties of a customer or a potential
customer to act to the advantage of Seller or Buyer, (ii) not to perform their duties improperly,
or to use any of the proceeds of payments made under the Transaction directly or indirectly for
the purpose of stated in (i) above or other illegal purpose; and (iii) to notify Seller immediately
if at any time it comes to their attention that any of the representations set out herein are no
longer correct.

1.4 Without limiting the generality of the obligations and restrictions set forth in
paragraphs 1.2 and 1.3 above, in the event that Buyer makes any payment directly or indirectly
in the aggregate over JPY 1,000,000 or the equivalent in other currencies to any third party
(whether in the private or public sector) in connection with or as a result of the Transaction,
Buyer shall immediately notify Seller in writing of the amount and purpose of such payment.
The foregoing notification requirements shall apply regardless of whether such payments are
made using proceeds from this agreement. Additionally, Buyer hereby represents and warrants
that it has fully disclosed to Seller in writing any such payments made during the one (1) year
period immediately preceding the Effective Date.

1.5 Buyer shall take reasonable steps to ensure that its Associated Parties will comply with
the principles set out herein when they provide goods or services for Buyer.

1.6 During the term of this agreement, Buyer shall (i) properly and accurately keep record
of all the Transactions including services provided by Buyer in the scope of the Transaction
(“Records”), and (ii) provide copies of the Records and any other such information as Seller
may reasonably require in order to monitor Buyer's compliance with its obligations under this
agreement.

1.7 Where Seller reasonably considers the result of the monitoring as stated in 1.6 above
will constitute prima facie case for a breach of this agreement and the breach is incapable of
being cured within thirty (30) calendar days, all the Transaction may be terminated immediately
by Seller.

1.8 Notwithstanding anything to the contrary in any verbal and non-verbal prior
agreements between Buyer and Seller, Buyer hereby agrees, upon request by Seller, to provide a
representation and warranty that it has complied with all of obligations set forth in this
agreement at any time.

2. EXPORT CONTROL

2.1 Buyer shall at all times comply with all applicable domestic, foreign, federal, state and
local laws, rules and regulations relating to the execution, delivery, and performance of the
Transaction. Buyer shall not export or re-export all the goods or services that are supplied under

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the Transaction (“Products”) or the technical information on the Products, in any event, without
any applicable approval or license required under all applicable laws, rules and regulations.
Buyer shall, at its own expense, make, obtain and maintain in force at all times, all reports,
licenses, permits and authorizations required under the applicable laws, regulations, government
orders and any other legal requirements for the performance of the Transaction. Buyer shall
cause its Associated Parties to comply with all aspects of such requirements.

2.2 Buyer, in addition to provisions of paragraph 2.1 above, further acknowledges and
agrees that each agreement to provide the Products or the Products’ technical information in the
Transaction may come into effect subject to the assurance by Seller that the Products and their
technical information comply with all the related export control laws and export licenses by the
Japanese, the United States or other governments are successfully cleared of.

2.3 Buyer shall use reasonable efforts to inform Seller of (i) the name of the end user of
the Products, (ii) the location or facility where the Products will be used, and (iii) the purpose of
use of the Products consumed, processed, or incorporated by the end-user.

2.4 Buyer covenants that the Products and their technical information will be used for civil
purpose only and never be used, directly or indirectly, for:

military application;

the design, development, manufacture, use or storage of any weapons of mass

destruction (“WMD”), including, without limitation, nuclear weapons, chemical
weapons, biological weapons and WMD delivery system such as missiles; or

any nuclear explosive activities, nuclear fuel-cycle activities and/or heavy water
production which is not covered by IAEA safeguards.

2.5 Seller may from time to time request Buyer to submit a declaration letter from its
customer stating that the customer of Buyer will comply with paragraph 2.4 hereof.

2.6 Seller at any time during the terms of this agreement may request the information as to
whom Buyer would sell the Products under this agreement and what they would use the
Products for. Buyer shall as timely as practicable furnish such information upon such a request.
In addition, Buyer shall cooperate, to the extent reasonably practicable, with Supplier’s request
for information with regard to the end user and the end use of the Products.

2.7 If Seller reasonably believes that any end-user or intermediary of the Products may use
or intend to use the Products or their technical information for the purposes set out in paragraph
2.4 above, and so notifies Buyer, Buyer shall not, directly or indirectly, sell, export, re-export,
lease, furnish or otherwise dispose of the Products or their technical information to such end-
user or intermediary without Seller's prior written consent.

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2.8 Buyer shall not, directly or indirectly, sell, export, re-export, lease, furnish or
otherwise dispose of the Products or their technical information to any countries, areas,
companies, entities, individuals or intermediary that: (a) are under sanctions by the United
States including but not limited to the Export Administration Regulations, the European Union,
or the Security Council of the United Nations, so far as such selling, export, re-export, lease,
furnishing or other disposal of the Products or their technical information is prohibited under the
sanctions above; (b) are from time to time designated by Ministry of Economy, Trade and
Industry of Japan (“METI”) to be countries of concern regarding weapons of mass destruction
proliferation; (c) presents an unacceptable risk of military application or proliferation of
weapons of mass destructions; or (d) Seller from time to time prohibits any business
transactions with under its company policy.

3. TERMINATION AND INDEMNIFICATION

3.1 In the event that Buyer or its Associated Parties breaches any of the provisions hereof,
Seller shall have an immediate right to terminate any and all agreements between the parties. If
such a breach results in any judicial, quasi-judicial or administrative proceedings involving
Seller and its Associated Parties, Buyer shall defend, hold harmless and indemnify Seller and its
Associated Parties against and from all claims, losses, damages, costs and expenses of
whatsoever nature, including attorney's fees and other legal charges. Buyer hereby waives any
claims that it may now or at any time have in connection with the termination of the agreements
above.

IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be executed in
duplicate, each of which shall be considered an original, by their duly authorized representatives
as of the day first above written.

MITSUBISHI HEAVY INDUSTRIES-VST DIESEL ENGINES PRIVATE LTD.

Mr. Ryuji Nagase – Managing Director

Plot No:305, Hebbal Industrial Area, Metagalli, Mysore - 570016, Karnataka.

___________________________

(Name & Title)

_________________________________________________

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[For Your Reference] High Risk Courtiers List for Export Control

Category Country (as of May 1, 2022)

Countries that are listed in Appended Table 4 of Iran, Iraq, North Korea
Export Trade Control Order issued by Japanese
government
Countries that are under sanctions by the United Iran, North Korea
Nations Security Council
Countries that are listed in Appended Table 3-2 of Afghanistan, Central African Republic,
Export Trade Control Order issued by Japanese Democratic Republic of the Congo, Republic
government of Cote d'Ivoire, Eritrea, Iraq, Lebanon,
(Countries on which an arms embargo is imposed Liberia, Libya, North Korea, Somalia, Sudan
by the United Nations Security Council)
Countries that are listed in EAR as embargoes or Cuba, Iran, Syria, Sudan, North Korea, Iraq,
sponsors of terrorism. Libya
A country that is listed in “Ukraine Freedom Russia, Crimea region of Ukraine, Belarus
Support Act of 2014” issued by the U.S.
government

(Note) The above countries may be revised by enactment or amendment of the applicable laws,
regulations, government orders and other legal requirements.

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