Exclusive Distributorship Agreement

This agreement made and entered into day 28th Novembers 2023 of by and between Raazi
Enterprises and Mr. X (Distributor) , a corporation duly organized and existing under the laws of
Indian Contract Act 1872 with its principal place of business at Hyderbad Tolichowki (hereinafter
called Seller )

and

RAAZI ENTERPRISESS , a Firm registered under the Partnership Act, 1832 with its principal place of
business at 189/36/PM, Flat No :405, Paramount Colony, Tolichowki HYDERABAD-500032
(hereinafter called Distributor ).

Whereas Clause

WHEREAS, Seller is desirous of exporting the products stipulated in article 4 hereof to the territory
stipulated in Article 3 hereof and WHEREAS , Distributor is desirous of importing from Seller and
selling the said products in the said territory; NOW, THEREFORE, in consideration of the promises
and the mutual covenants to be faithfully performed herein contained, IT IS HEREBY AGREED AND
UNDERSTOOD AS FOLLOWS:

Article 1 . Appointment

During the effective period of this agreement, Seller hereby appoints Distributor as its exclusive
distributor and Distributor accepts and assumes such appointment.

Article 2 . Privity

The relationship hereby established between Seller and Distributor during the effective period of this
Agreement, shall be solely that of Seller and Distributor has no authority to assume or create any
obligation in the name of or of any kind on behalf of Seller.

Article 3. Territory

The territory covered under this Agreement shall be expressly combined to entire territory of INDIA.
(hereinafter called territory ).

Article 4. Products

The products covered under this agreement shall be expressly confined to Uninterruptedly Power
Supply (UPS) (hereinafter called Products).

Article 5. Prices

As applicable from time to time and conveyed by the Seller to the Distributor in writing & Distributor
giving its consent in writing to the Seller.

Article 6. Technical Improvement and Patent Application

During the term of this Agreement, Seller shall furnish to Distributor any technical improvements
and inventions relating to the Products made by Seller without any delay and free of charge. As
Seller has right to apply for the issuance of patents thereon, Distributor agrees to make reasonable
efforts to obtain such protection in India. During the term of this Agreement, Distributor agrees to
furnish to Seller all technical improvement and inventions related to the Products required by
Distributor without any delay and free of charge in consideration of services in Article 6-1 above.

Article 7. After Sale Service

Seller will provide one year or 3 months full guarantee to Distributor after the shipping date. In case
of faulty Products, Seller shall replace the faulty units with new All-in one PCB. Distributor shall send
faulty PCB back to Seller for repairing. Whenever Seller has received a complaint as to the products
from distributor, Seller shall immediately make investigation and take a proper action.

Article 8. Exclusive Right

In consideration of the exclusive right herein granted, Distributor shall not purchase, import, sell,
distribute or otherwise deal in any products competitive with or similar to Products in Territory, and
Seller shall not offer, sell or export Products to Territory through other channel than Distributor
during the effective period of this Agreement. The Seller shall not provide assist, supply directly or
indirectly to the technical details of the products to anyone in the Territory.

Article 9.Minimum Purchase

Distributor shall purchase at least US$ ........................(U.S. Dollar .....................only ) of product

during one (1) year ( 12 months ) during the effective period of this Agreement and its extension
thereof, if any.

Article 10.Individual Contract

Each individual contract under this Agreement shall be subject to this Agreement but such contract
shall be concluded and carried out by Seller's sale note or confirmation which shall set forth the
terms, conditions, rights and obligations of the parties hereto arising from or in relation to or in
connection with such contract except those stipulated in this Agreement.

Article 11. Payment

Payment by either irrevocable letter of credit or remittance by telegraphic transfer through bank.
Letter of credit: Within 7 days after the receipt of Seller's confirmation of order, Distributor shall
cause irrevocable confirmed Letter of Credit(s) available by Seller's sight draft to be established with
a prime bank satisfactory to Seller. Remittance by Telegraphic Transfer. Payment shall be received by
Seller 7 days prior to shipment effect.

Article 12. Information and Report

Both Seller and Distributor shall periodically and/or on the request of either party furnish
information and market reports to each other to promote the sale of Products as much as possible.
Distributor shall give Seller such reports as inventory, market conditions and other activities of
Distributor.
Article 13. Sales Promotion

Distributor shall diligently and adequately advertise and promote the sale of Products throughout
Territory. Seller shall furnish with or without charge to Distributor reasonable quantity of advertising
literatures, catalogues, leaflets, folders etc.

Representatives of Seller may periodically visit Distributor and advise Distributor in methods and
means best suited to promote the sale of Products throughout Territory.

Article 14. Industrial Property Rights

Distributor may use the trade-mark(s) of Seller during the effective period of this Agreement only in
connection with the sales of Products, provided that even after the termination of this Agreement
Distributor may use the trade-mark(s) in connection with the sale of Products held by it in stock at
the time of termination. Distributor shall also acknowledge that any and all patents, trademarks,
copyrights and other industrial property rights used or embodied in Products shall remain to be sole
properties of Seller, and shall not dispute them in any way

.Article 15. Duration

This Agreement shall become effective on the day appearing at the first above written upon the
signing of both Seller and Distributor and shall remain effective for a period of one year. At least
three (3) months before the expiration of the term, Seller and Distributor shall consult with each
other for renewal of this Agreement.

Article 16. Prohibition of sale outside Territory

Unless prior notice and approved by Seller, Distributor shall not sell or export, nor cause any other
person, firm or corporation in Territory to sell or export Products outside Territory during the
effective period of this Agreement.

Article 17. Assignment

Neither party shall assign and/or transfer this Agreement in whole or in part to any individual, firm
or corporation without the prior written consent of the other party.

Article 18. Observance of Secrecy

Both Seller and Distributor shall keep in strict confidence from any third party(s) and all important
matters as to the business affairs and transactions covered by this Agreement.

Article 19 .Notice

All notice which may or shall be given under this agreement shall be made by registered airmail or
cable to the address mentioned below or to such address as are notified in writing by the parties
hereto. If either party has changed its address, a written notice thereof shall be given to the other
party. All notices shall also be deemed to have been given on the day when deposited in post.

TAIPEI 10560 TAIWAN,R.O.C.

Article 20. Assembling

To secure regular supplies in the territory, if both the parties agree, the seller shall provide all parts
of the product to assemble the product in the territory. If the Seller wish to establish its
manufacturing unit in the territory, the Distributor shall be given preference to establish such unit.

Article 21. Governing Law & Arbitration

This Agreement shall be governed and interpreted by the laws of India. In case that any dispute or
controversy arises out of or in relation to this Agreement between both parties shall be settled
amicably but, in case of failure, these disputes or controversies shall be finally settled in London by
arbitration in accordance with International Commercial Arbitration Association where the award
shall be final binding upon the parties hereto.

Article 22. Entire Agreement

This Agreement constitutes the entire and only agreement between the parties hereto and
supersedes all previous negotiations, agreements, commitments relating to the sale of Products and
shall not be released, discharged, changed or modified in any manner, except by instruments signed
by duly authorized officer or representative of each of the parties hereto. IN WITNESS WHEREOF, the
parties hereto have caused this Agreement in English and duplicate to be executed by their
respective duly authorized officer or representative as of the day first above written
Severebility:

In the event any one or more of the agreements, Provisions or terms contained herein shall be
declared invalid, illegal or unenforceable in any respect, such agreement , provision or term shall be
enforced to the extended permitted by law and the validity of the remaining agreements, provisions
or terms contained hereon shall be in no way effected , prejudice disturbed thereby.

Force Majeure:

Neither of the parties here to responsible for or liable to the other party for any damage to loss of
any kind , directly or indirectly, resulting to fire, flood, explosion , riot , rebellion , revolution , war,
labour trouble O whether or to the fault of either party herein), requirements or acts for any
agreement government if sub division there of , or any other similar causes beyond the reasonable
control of the party. The occurrence and the termination of any such event shall be promptly
communicated to the other party. The occurrence and the termination of any such event shall be
promptly communicated to the other party. If after sixty days , force majeure events cause default
of obligation here under by a party , the non defaulting party may immediately terminate after
providing the defaulting with notice.

Arbitration :

Anhy and all claims ca