What comes next for this: cognizant governmental and industrial authorities, all of which may be advantageously employed in the safe and professional marketing of MINDA IMPCO Limited products, as specified above, in India with the approval of and in compliance with such governmental authorities; and WHEREAS the Parties hereto have agreed, subject to obtaining all necessary approvals, permissions, consents, validations, confirmations, licenses and any other authorizations required to incorporate a company in India ("the Joint Venture Company" or the "JVC") with the main object of inter alia marketing and selling of alternate fuel management systems, including but not limited to CNG, LPG and Propane Kits and its components for automobiles and other associated and incidental services to customers; and WHEREAS IMPCO will contribute to the JVC in cash and the JVC will issue equity shares to IMPCO; and WHEREAS MIL/MINDA will contribute to the JVC in cash and subject to IMPCO's consent in kind and the JVC will issue equity shares to MIL/MINDA; and WHEREAS the Parties hereto are ready, willing and able to assist each other and cooperate in the manner set out hereinafter, to ensure the establishment and success of the JVC. The Parties shall cooperate with each other in the highest degree in the performance of all such acts and the passing of all resolutions as are required for the purpose of achieving the terms, purposes and intent of this Agreement and the Parties shall in particular exercise their respective voting and other rights and power of control over the JVC so as to give effect to the rights conferred upon the respective Parties by the terms of this Agreement. NOW THEREFORE in consideration of the mutual promises and covenants hereby contained, this Agreement witnesses and the Parties hereto have agreed as follows: 2
 ARTICLE - 1 DEFINITIONS 1.1 In this Agreement, unless the context otherwise requires, the following shall have the meaning as set forth against them below: "Act" shall mean the Companies Act, 1956, and includes, where the context so requires, any re-enactment or statutory modifications thereof for the time being in force. "Affiliate(s)" shall mean with respect to any Party to this Agreement any entity which controls, is controlled by, or is under common control with such Party. An entity controls another entity when it owns or controls, directly or indirectly, fifty-one percent (51%) or more of the equity share capital issued and outstanding of the other entity or when it controls, on its own or jointly, the majority of the composition of the Board of Directors of such other entity. "Agreement" or "this Agreement" shall mean this joint venture Agreement, alongwith all attachments annexed hereto, and shall include any subsequent modifications, alterations and additions and deletions therefrom made in writing after the date of execution of this Agreement. "Approval(s)" shall mean all government, statutory and/or regulatory permissions, consents, validations, confirmations, licenses and any other authorizations required to be obtained in order to implement the provisions of this Agreement including, but not limited to, all necessary approvals of the Government of India and the Reserve Bank of India. "Articles" or "Articles of Association" shall mean the Articles of Association of the MINDA IMPCO Technologies Limited. "Alternate Director" shall mean an Alternate Director appointed in terms of Article 3.7 herein to act for a Director during his absence for a period of not less than three (3) months from the State in which the registered office of the JVC is situated and such Alternate Director shall not hold office as such for a period longer than that permissible to the Director in whose place the Alternate Director has been appointed and shall vacate office when the Director returns to such State. "Financial Institutions" shall mean Indian financial institutions, including but not limited to, ICICI, Industrial Development Bank of India, Industrial Finance Corporation of India and shall also include foreign financial institutions. "Joint Venture Company" or "the JVC" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name "MINDA IMPCO Technologies Limited" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG, 3
LPG and Propane Kits and its components for automobiles and other associated and incidental services to customers. "Memorandum" or "Memorandum of Association" shall mean the Memorandum of Association of the MINDA IMPCO Technologies Limited. "Products" shall mean alternate fuel management systems, including but not limited to, CNG Kits, Propane Kits and its components for automobiles to be marketed and sold by the JVC, adopting the existing, as well as future development(s) in the technical know-how of IMPCO, as per terms of the Technical Assistance Agreement and any other products as may be mutually agreed from time to time by the Parties to this Agreement. "Effective Date" shall mean the date on which the Parties sign and execute this Agreement . "Board" or "Board of Directors" shall mean the Board of Directors MINDA IMPCO Technologies Limited. "Parties" shall mean IMPCO, MIL and MINDA collectively, and the term "Party" shall individually refer to IMPCO, MIL and/or MINDA, as the case may be. "RBI" shall mean the Reserve Bank of India. "Technical Know-How" shall mean available secret, specialized and proprietary know-how, technical information, drawings, data, charts, graphs, procedure books, operation manuals and data, technical processes and other technical literature including but not limited to information of the type listed on Appendix A to the TAA, tangible or intangible, necessary for manufacture and testing of the Products which (i) is possessed and controlled by IMPCO at the date of this Agreement and (ii) IMPCO has the right to grant licenses to MINDA-IMPCO LTD. during the term of this Agreement. "Territory" shall mean the geographical area under the jurisdiction of the Government of the Republic of India. 1.2 Interpretation: In this Agreement, unless the contrary intention appears, a reference to: i) an "amendment" includes a supplement, novation, replacement or re-enactment and "amended" is to be construed accordingly; ii) "assets" includes properties (both present and future and whether tangible or intangible and including Intellectual Property and Intellectual Property Rights), revenues, investments, cash flows, rights, benefits, interests and titles of every description; iii) an "authorisation" includes an authorisation, consent, clearance, approval, resolution, license, permit, exemption, filing, registration or notarisation; 4
 iv) "control" means: (a) the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or to control more than 50 per cent of the voting rights of the members of such board; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting capital, by contract, laws and regulations or otherwise; v) a "law" includes any constitution, statute, law, rule, ordinance, judgment, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of this Agreement or thereafter and each as amended or re-enacted from time to time; vi) a "month" is a reference to a period starting on one day in a calendar month and ending on the date immediately before the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last day in that calendar month; vii) a "person" includes:
a) any individual, corporation, partnership, joint venture, association of persons, trust, unincorporated organisation, government (central, state or otherwise), sovereign state (or any agency, department, authority or political subdivision thereof), international organisation, agency, authority or other entity (in each case whether or not having separate legal personality) and includes any of its successors, transferees and assigns and, in particular: b) in the case of an individual, any legal representative, administrator, executor and heir of that individual; and c) in the case of a trust, any trustee of that trust; viii) a "regulation" includes any applicable regulation, rule, official directive, order, decree, request, guideline, requirement or restriction (whether or not having the force of law but if not, being of a kind with which it is customary for companies within the relevant industry to comply) of any governmental, inter-governmental or , agency, department or regulatory, self-regulatory or other authority or organisation, each as amended or re-enacted from time to time; ix) a clause, a schedule or an annex is a reference to a clause of or a schedule or annex to this Agreement; x) a schedule, an appendix or an annex to or of a document forms an integral part of that document; 5