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AGENCY AGREEMENT

This Agency Agreement ("Agreement") is made and entered into as of the 19 th July 2017 (Execution
Date) by and between:

M/s Baoji Baoye Titanium-Nickel Industry Co.,Ltd having its registered office at No.10 Hi-tech Road,
Baoji City,Shaanxi Province. Email : janice@Baoji Baoye Titanium-Nickel Industry Co.,Ltd.com
(hereinafter referred to as the Manufacturer /Principle/CLC/Baoji Baoye which expression shall
include its successors and assigns of the ONE part);

AND

M/s BHARTI ENGINEERING having its registered office at C-27,Madhur Milan Society, Near Nirnay
nagar Under bridge, Chandlodiya. Ahmedabad- 382481 Gujarat. INDIA. E-mail:
Darshil@bhartiengineering.asia / ahmedabad@bhartiengineering.asi (hereinafter referred as the
Agent/BHARTI ENGINEERING which expression shall include its successors and assigns of the
OTHER part).

Manufacturer and the Agent, shall hereinafter, be individually referred to as a Party and collectively as
the Parties.

1. DEFINATIONS

1.1. Unless specified otherwise, the following definitions shall apply throughout this Agreement:

(a) Territory means the India;

(b) Merchandise means the product list in the catalogue Manufacturer, which is attached hereto
and incorporated herein;

(c) Prospective Purchaser means any person, excluding the Agent, who may make or makes an
offer to the purchaser of Merchandise;

(d) Order means any offer made by Agent to purchase the Merchandise from the Manufacturer.
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2. APPOINTMENT OF THE AGENT

2.1. Subject to the terms and conditions prescribed under this Agreement, Baoji Baoye hereby appoints
the Agent as an exclusive Agent of the Merchandise initially in the Indian Power Companies such as
NTPC, MPPGCL, MAHAGENCO, UPRVUNL, BSPHCL, BHEL, DOOSAN, L&T, RRVUNL,
APPDCL and NPL; and subsequently based on mutual understanding shall work further in INDIA.

3. AGENTS RIGHT AND OBLIGATIONS

(a) The Agent shall assist Baoji Baoye in vendor pre-Qualifications of Owners, Operators, EPCs &
PMCs. The Agent shall market Baoji Baoye products; develop new enquiries to be quoted by
Baoji Baoye. Coordinate and forward plan customer appointments when required to do so.

(b) The Agent and Baoji Baoye agree to co-operate in the provision of information relating to sales
& marketing for the mutual benefit of the Agent & Baoji Baoye hereunder provided such
exchange is permissible under the trade practices and other law of the Territory.

4. MANUFACTURERS RIGHT AND OBLIGATIONS

(a) Baoji Baoye reserves the right to add and/or delete from or modify, at any time, the list of
patterns, lines or sizes of products constituting the Merchandise. Baoji Baoye shall endeavor to
give timely notice to Agent of such changes. Any Addition, Deletions, or Modifications pursuant
to this paragraph shall be servable and shall not affect the remaining provisions, or parts thereof,
of this Agreement.

(b) All communications other than acknowledgments (Status, Reports, Invoice, Official
Acknowledgment forms) shall constitute solely invitations to make offers to Baoji Baoye.

(c) Baoji Baoye shall endeavor to comply with all applicable laws, the noncompliance with which
would adversely affect the reputation of Agent or sale of the Merchandise.

(d) Baoji Baoye shall have the right to assign any or all of its rights and obligations under agreement
in whole or in part to any other member of the Baoji Baoye group and agent hereby consent issue.

5. COMMISSION

(a) In case of any direct sales of any Baoji Baoye products to customers, which are located in the
Territory, the Agent shall receive a commission in accordance with Clause 5(b) below, where the
agent has been involved and is casual for the procurement and transaction. In case of Commission
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to customer shall not be included in below mentioned commission. Customer commission shall
be discussed on case to case basis.

(b) The commission shall be :

Order Amount (INR) Commission Rating

UP to 200,000 5% total amount
>200,000 & <1,000,000 4% of Total Amount
>1,000,000 5% of 200,000 + 3.5% of 800,000 + 2% of the remaining

Note 1: In case/verge of indication for Losing an order, commission shall accept commission
suggested on mutually agreed by both parties
Note 2: In the event of higher prices (then offered prices) of an order then additional cost shall
be shared.

(c) All commissions will be based on actual amounts received by client from its customers in
payment of invoices for products delivered. Commission payments will be made to the Agent
within thirty (30) days after receipt of payment by client. Commissions will be paid on the net
selling price, of equipment only, at the shipping point. The net selling price does not include
transport, freight, insurance, import or export duties, currency exchange costs, Commission
Charges to customer, custom house brokers charges, or storage charges.

6. RESERVATIONS and EXCLUSIONS

(a) Should any Government law, regulations, Ruling, order, decree, policy or request including but
not limited to import or export restrictions, licence requirements, taxation, exchange controls,
restriction on current or capital transations, or request on any document for certification on
information which may tend to discriminate on the basis of race, religion or national origin.

(b) Baoji Baoye hereby undertakes to endeavor to promptly notify purchaser of such effective
prohibition or restriction and to make such delivery or payment immediately upon the cessation
of such prohibition or restriction.

7. FORCE MAJEURE

(a) Delay or failure of any member of the Baoji Baoye group to fulfill or perform any order or
contact shall be excused by any cause beyond any such members control, including but not
limited to, sabotage, fire, flood, differences with workmen, riot, insurrection, war act of any
government authority, including those government acts anumerated in Clause, priorities granted
at the request or for agency thereof: inability to obtain raw materials, inability to meet current
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sales requirements, and act of God.

8. CONFIDENTIALITY

(a) As and when so required, Baoji Baoye will furnish to the Agent the necessary information for the
Agent to fulfill its obligations hereunder regarding the supply of the Merchandise in the Territory.
This information shall constitute part of the Confidential Information. Further, from time to time,
Baoji Baoye may periodically provide the Agent with new or up-graded data that has become
available, documentation, tests, reports or other pertinent information relating to the Merchandise
or otherwise, which information will also form part of the Confidential Information and which
will assist in keeping the Agent knowledgeable in regard to the Merchandise.

9. TERM OF AGREEMENT AND TERMINATION

(a) This Agreement shall be effective for 1 (one) year from the Execution Date (Term). Thereafter,
this Agreement shall continue automatically for further 1 (one) year terms until terminated by
any of Party. Either Party shall give not less than 30 (thirty) days notice of termination prior to
the end of Term contract year.

(b) This Agreement may be terminated forthwith by written notice of termination during continuing
breach of any obligation se t forth in Clauses 3 and 4 above, given by the Party not in default to
the defaulting party if such breach shall not have been remedied within 30 (thirty) days of the
Party in default receiving written notice of breach.

10. LANGUAGE

(a) This Agreement shall be construed in the English language only and any version in any other
language shall only be for accommodation and shall not bind the Parties hereto.

11. GOVERNING LAW

(a) This Agreement shall be governed by and construed in accordance with the Laws of India.

(b) Subject to Clause 12 of the Agreement, the courts of [Ahmedabad] shall have the exclusive
jurisdiction in respect of all matters under this Agreement.

12. ARBITRATION

(a) If any disagreement arises out of or in connection with the validity, application of interpretation
of the Agreement (Dispute) the Parties shall endeavour in good faith to resolve the Dispute by
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mutual consultation and discussions and without excessive formality within 7 (seven) days of a
written notice setting out the nature of such Dispute (Dispute Notice). If the Dispute is not
resolved between the Parties by mutual consultation within 21 (twenty one) days of the date of
the Dispute Notice, then the Parties shall refer such matter to arbitration in accordance with the
provisions of this Clause 12.

(b) Arbitration shall be conducted under the Arbitration and Conciliation Act, 1996. The arbitral
tribunal shall consist of 3 (three) arbitrators, out of which, each Party shall have the right to
appoint 1 (one) arbitrator each and the arbitrators so appointed by each Party, shall jointly
appoint the third arbitrator. The venue of arbitration shall be [Ahmedabad] and the language used
in the arbitral proceedings shall be English.

13. NOTICES

(a) Each such notice, request or other communication shall be effective (i) if given by facsimile,
when such telecommunication is transmitted and confirmation of receipt obtained, (ii) if given by
mail, 5 (five) days after such communication is deposited in the mails by certified mail, return
receipt requested, first class postage prepaid, addressed as aforesaid or (iii) if given by any other
means, when delivered at the address specified below:
If to Baoji Baoye:
No.10 Hi-tech Road, Baoji City,Shaanxi Province.

If to the Agent:
C-27,Madhur Milan Society, Near Nirnay nagar Under bridge, Chandlodiya. Ahmedabad-
382481 Gujarat. INDIA

IN WITNESS WHEREOF, the Parties hereto intending to be legally bound have caused this
Agreement to be signed by their duly authorized officers for that purpose as of the date and year
first set out above at [Ahmedabad].

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Mr. Darshil Shah Mr.Janice Miao

Director METX Baoji Baoye Titanium-Nickel Industry Co.,Ltd.

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