DEALERSHIP AGREEMENT

This agreement is made on this ____ day of ___, 2019 (hereinafter referred to as the ‘Agreement’

BETWEEN:

M/s Tvesas Electric Solutions Private Limited, a Company incorporated under the provisions of
Companies Act, 1956, (hereinafter referred to as the ‘ Company’) having its registered office at
address New Colony, Bijaura, Bhawarnath, Azamgarh,U.P. India(which term shall be deemed to
mean and include its successors-in-interest and permitted assigns) of the FIRST PART

AND

____________________________, Company/ Dealer/ Firm/ Proprietorship, having its address

(Each of Dealer and the Company are hereinafter referred to as ‘Party’ and are together referred to
as ‘Parties’)

RECITALS

WHEREAS the Company is engaged in the Business of Sales, Installation, Commissioning and
Maintaining the after Installation services of Electric Vehicle Charging Station network including both
AC and DC Electric Vehicle Charger with Charger network management software (CMS)along with
Mobile app, by installing the Electric Vehicle Charging Station at Client Location, Public Places, Malls,
Home, Commercial Buildings and Petrol Pumps throughout the Market under the name and style “
Volttic”

WHEREAS the Dealer is a running _________________ situated at __________________________,

WHEREAS, the Dealer is desirous for sale & services of Electric Vehicle Charging Stations along with
CMS/Mobile app at territory………. to the Public/ its Clients and the Dealer for the purpose of Sale,
Installing, Commissioning and Maintaining the Electric Vehicle Charging Station is desirous of availing
the services of the Company, for which purpose the Parties hereto have decided to enter into
strategic Alliances by way of this agreement to record the terms and conditions in this behalf, as
under.

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NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS

1. SCOPE OF WORK

The Company & Dealer agree and understand that:

The Dealer is desirous of sales & installing & run the Electric Vehicle Charging Stations & CMS along
with mobile app and availing the services of the Company for same under the name “Volttic”.

It is agreed that the Company shall provide its services for the activities as aforementioned to the
Dealer.

The Company’s scope of activities shall include the following:

(i) Provide all type of Electric Vehicle charging station including AC & DC and as per
approved Indian government standard.
(ii) Support for the purpose of successful installation of the Electric Vehicle Charging Station
at the locations for the Dealer by the name and style of “Volttic”. The Company shall
provide support to dealer for complete installation, Service and Maintenance of the
Electric Vehicle Station.
(iii) Provide Complete software integration of each charger with cloud base CMS & mobile
app for monitoring and use by clients/Public
(iv) Provide the Dealer with the successful expertise and training to the staff of the Dealer or
the employees of the Clients for the effective purpose of the running and handling of the
Electric Vehicle Station
(v) Market the Electric Vehicle Charging Solutions under its name and style of “ Volttic” at
the Premises/Location provided by the Dealer for the purpose of encouraging the End
Users and Public to use the Electric Vehicles & charging at different location in network
territory.
(vi) To develop public/private charging stations as per Indian government guidelines for
dealer/ clients.

The Dealer scope of activities shall include the following:

(i) The Dealer shall purchase the EV charging solutions including charger with software CMS
& mobile app under name of Trademark “Volttic” exclusively from the company.
(ii) The Dealer shall promote the Brand and Marketing of the Volttic at the any location, as
per its discretion.
(iii) Dealer may install any Charger for the purpose of demo and show to the clients. Dealer
can install these chargers at his or its client premises and free to use for commercial
purpose as per approved guideline from the company & Indian government.
(iv) The Dealer shall carry out smooth installation, commission and maintenance of the
Electric Vehicle Service Station for company.
(v) The Dealer shall make all endeavors to provide best in class service to the End Users and
also make all efforts to promote the Electric Vehicle Charging Station.
(vi) Dealer shall ensure safe and reliable EV charging operation install & maintain by him.

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 (vii) The Company authorizes the Dealer to sell the Hardware & software solutions under
name of “Volttic” brand, to the end customer/general.
(viii) Support company for private/public charging station infra (as per Indian Government
guidelines) development as per company request in designated area. Dealer shall also
own these charging stations in case they are willing for complete investment on these
charging station.
(ix) Not assign or transfer its rights under these presents to any third person.
(x) Not disclose or part with any verbal/written communication/lists/circulars and
knowledge/ information about the Dealer or client to any person other than the Dealer.
(xi) Ensure that all relevant statutory rules/regulations are strictly followed and adhered to
in respect of all dealings connected with this agreement

It is agreed between the parties that the company shall:

Have no liability/obligation towards the Dealer for any liability or any other statutory levies, duties &
adherence to statutes, rules regulations except tax deduction at source.

2. BUSINESS MODEL-

There will be major three mode of business-

2.1 Complete product sales of charging stations on brand name of VOLTTIC for both private & public
charging station requirement.

2.2 Public Charging station installation for commercial purpose by dealer on its own investment.

2.3 Public or private Charging station installation by the Dealer’s client for commercial purpose on
its client investment

4. DEALER BENEFITS-

4.1) For product sales (Business model clause 2.1) dealer will sale the product at MRP to client
exclusively decided by the company. Dealer will be entitled to % commission for sale of products.
This price & commission will be shared by the company time to time as per requirement and
subjected to change as per market condition/competition. Refer annexure 1 for example

4.2) Dealer will be entitled for the payment of the services provided to client on behalf of company
like installation/commissioning & servicing of charging stations. The rate contract for these services
will be exclusively decided by company with dealer margins time to time. Refer annexure 1 for
example

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4.3) For charging station infrastructure development as per clause 2.2 the revenue will be share with
company from the dealer on the tariff charge to the customer. This will be decided on the mutual
agreement on the tariff charge. Refer annexure 2 for example

4.4) For the clause 2.3 the dealer will earn benefits revenue sharing from Volttic margin. Refer
annexure 3 for example.

5.DEALERSHIP SUBSCRIPTION CHARGES

Dealer will pay one-time refundable fees of Rs 100000/ to company to avail the service/benefits of
Electric Vehicle charger product sales & software subscription sales.

6. SERVICES INCIDENTAL AND ANCILLARY TO THIS AGREEMENT

It is agreed between the Parties that the terms of any agreement entered into for availing services
incidental and / or ancillary to the services for which this agreement has been entered into, shall be
as mutually agreed upon between the parties. Any such incidental and / or ancillary agreements
entered into between the parties shall be in consonance with the terms of this Agreement and shall
be appended to this Agreement and form a part hereof.

7) TERM OF THE AGREEMENT

This Agreement shall be initially valid for a period of 3 years effective from _________ and may be
renewed for such period and on such terms and conditions as mutually agreed between the parties
in writing.

8) TERMINATION

i. It is agreed between the Parties that this Agreement may not be terminated with or
without cause by the Dealer with respect to all or any one or more of the services
availed of or provided as the case may be, by giving to the other party a notice of one
month in writing not before the expiry of 3 years.
ii. It is further agreed that after expiry of 3 years, both the parties shall be entitled to
terminate the contract by giving one or more reasons, by giving one month notice to the
other party. The Dealer further agrees that the terms of this Agreement shall not cease
to operate in respect of the services not so terminated.
iii. Upon such termination, any confidential data relating to the service(s) terminated and
any confidential data provided pursuant to this Agreement, shall be returned to the
Disclosing Party.
iv. Upon such termination, the Company shall continue to run the Electric vehicle Charging
Stations & other services, already installed, on its own, without any cooperation or
dealership with the Dealer
v. It is further agreed that, in the event of termination of this Agreement dealer shall be
entitled for the dealership fee refund
vi. In event of termination of agreement dealer shall not be entitled for any benefits as per
clause of 4.1,4.2 & 4.4

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 vii. In event of termination dealer shall not be entitled for any hardware/software cost and
any other expenditure incurred by it during the time of sale, installation, commissioning
and running the Electric Vehicle Station.

Notwithstanding anything contained in the above-mentioned sub-clauses, the Company reserves the
right of terminating this Agreement with an immediate effect in the following situations:

i. If, the Dealer does obstruct the installation, commissioning and maintenance of the
Electric Vehicle Charging Station; or
ii. If, the Dealer does not market the brand of the company and does not put its endeavor
to promote the use of Electricity Vehicle Charging Station at the location mutually
decided.
iii. If, the Dealer is found to be damaging the Brand Value, Reputation of the Company in
any way whatsoever.

9) NON-DISCLOSURE

i. Company & the Dealer agree that should the other party provide them with any
confidential information labelled as such, the receiving party shall maintain its
confidentiality by storing it in the same manner as it stores its own information all
information provided by the Company or that the Dealer may otherwise learn about the
Company is considered as confidential information of the Company.
ii. The receiving party shall not disclose the confidential information to any person without
the prior written consent of the disclosing party. Receiving party may disclose such
information to its employees on strictly need-to-know basis. All derivatives of
confidential information shall qualify as ‘confidential information’.

10) INDEMNIFICATION

The Dealer hereby agrees to effectively indemnify and hold harmless, the Company from and against
any/all claims, damages, costs, liabilities, expenses, losses, etc that the Company may suffer on
account of any breach of the terms of the said agreement by the Dealer.

11) ASSIGNMENT

Neither the Dealer nor the Company shall transfer, assign or otherwise convey this Agreement and
all of its rights and obligations hereunder to any party except to their respective successors in
interest.

12) GOVERNING LAW

This Agreement shall be governed, construed and enforced in accordance with the laws of India.
Subject to the provisions of clause 14 of this Agreement, this Agreement and all matters arising
there from or incidental thereto shall be subject to the exclusive jurisdiction of the courts at
Azamgarh, Uttar Pradesh.

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13) AMENDMENTS

As EV Charging business market is in evolving stage so there are many guidelines are expected to
come. This agreement might be required to amend as when required.

Any change in the terms of this Agreement, shall be subject to mutual agreement between the
parties expressed in writing and signed by both parties.

No amendment, variation or waiver of this Agreement or any provision of this Agreement shall be
effective unless it is in writing and duly executed by the officers/executives duly authorized by the
Company and the Dealer. Waiver of present rights by a party shall not constitute waiver of
requirements by the other party to comply with the terms of this Agreement or a waiver of future
rights or rights otherwise occurring due to the instant breach.

14) INTELLECTUAL PROPERTY

The Company shall be the sole owner’s of, and shall exclusively be entitled to use and commercially
exploit at its sole discretion, all the assets including the trade names, trademark, and intellectual
property or any other assets or entitlements of them to Dealer and the Company shall have no
rights over the said intellectual property of the other party.

15) NOTICES

notices required to be given under this Agreement shall be in writing and shall be given either by
registered post with acknowledgement due or by any other recognized delivery service to the
addresses mentioned on the recital of this Agreement.

16) LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law neither the Company (or their respective affiliates)
nor the Dealer shall be liable for any special, indirect, consequential, or incidental damages
(including but not limited to damages for loss of business profits, business interruption, loss of
business information, and the like) howsoever arising even if such party has been advised of the
possibility of such damages.

16) NON-COMPETENT CLAUSE

Dealer specifically agrees that, during the Tenure of this agreement and for 12 months following
termination of this Agreement with the Company for any reason, he will not engage, directly or
indirectly, in and he will not and will cause his Affiliates not to, directly or indirectly, own, manage,
operate, join, control or participate in or be connected with, any Competing Business in the market.
If the Dealer doing any kind of business with the competing Business/Organization, in that event the
Company shall be entitled to procure injunction from the Competent Court against the Dealer and
the Dealer shall be liable to pay Rs. 1,00,000/- by way of compensation to the Company.

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17) ARBITRATION

Any dispute, difference or claim arising out of or relating to this Agreement, or any breach or alleged
breach thereof, shall be finally settled by arbitration in accordance with the provisions of Arbitration
and Conciliation Act, 1996. The arbitration proceedings shall be held in Azamgarh which shall both
be venue and seat of the Arbitration and Arbitrator.

The matters referred to in paragraph above shall be referred to arbitration before a panel of three
arbitrators. In such an event each of the parties shall individually appoint an arbitrator and there two
arbitrators shall thereafter jointly appoint a third arbitrator which three arbitrators shall jointly
conduct arbitration proceedings.

Notwithstanding the above this Agreement shall be reviewed periodically from time to time to
comply with any guidelines issued by the Government of India and law of the land.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THESE PRESENTS ON THE DATE MENTIONED
ABOVE.

For The Company For Dealer

Tvesas Electric Solutions Pvt Ltd

Authorized Signatory Authorized Signatory

Name: Varun Chaturvedi Name:

Designation: Director Designation:

Witness:

1.

2.

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 Annexure 1

For Clause 4.1

Product sales to customer shall be done on MRP and dealer will be shared margin on every
product sales by him.

Charger Type Cost to Customer Dealer Price Dealer Margin Volttic Price to Dealer

Bharat AC01 47500 43500 8.5 % 43500

Customer Price Dealer Price Dealer Margin

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 Annexure 2

For Clause 4.3

Customer will be charge on the tariff set by the Volttic and this tariff will
consist of following component. Partner margin will be dealer margin for the
EV charging station developed by him on his own investment

Benefits to dealer/Partners
• Complete solution from Volttic

• Partner pricing on complete solutions & services

• Connectivity through Volttic network for user access

• Tariffing & billing through Volttic Platform

• Customer care support from Volttic 24*7

• AMC & Service support for complete solution from Volttic

• Product Warranty from Volttic

• Promotion & offer schemes from Volttic for maximum utilization

• Customer feedback & complain register

• Dedicated access to Volttic Platform for monitoring of usage & billing

• Artificial Intelligence based Cloud CMS for Effective utilization of Chargers

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 • Dynamic Grid Load balancing enabled platform for manage the loads

• Renewable energy integration to charger feeding through Volttic Platform to

Annexure 3
For Clause 4.4

In case of investment from the client the tariff will be decided in same way as per annexure
2.

Volttic will share its revenue to its dealer in case dealer’s client own the charging station

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