DEED OF PARTNERSHIP - OPTIMUS PRIME

THIS DEED OF PARTNERSHIP is executed on this the 13 day of April, 2019 (“Deed”)

BETWEEN:

Mr. S.N. Chandra Shekar age 47 years, son of Mr. M. Navaneetha residing at 103, 29th Cross,
Banashankari 2nds Stage, Bangalore 560070, hereinafter referred to as the “WORKING
PARTNER” (which expression shall unless excluded by or repugnant to the context deemed to mean
his legal heirs, successors, administrators, representatives, agents and assigns) of the FIRST PART;

AND

Mr.B.A. Udaya, son of Mr. Allan Hari Narayan, residing at 42,16th Cross, 6th Phase, J.P.Nagar,
Bangalore 560078, hereinafter referred to as the “SECOND PARTY” (which expression shall unless
excluded by or repugnant to the context deemed to mean her legal heirs, successors, administrators,
representatives, agents and assigns) of the SECOND PART;

AND

Mrs Anjana Shekar aged 46 years wife of Mr. S.N. Chandra Shekar, residing at 103,29th Cross,
Banashankari 2nd stage, Bangalore 560070, hereinafter referred to as the “THIRD PARTY” (which
expression shall unless excluded by or repugnant to the context deemed to mean her legal heirs,
successors, administrators, representatives, agents and assigns) of the THIRD PART;

AND

Mrs. M. Pranuthi, wife of Amith S, residing at A11, Sampurna -8, #63, 3rd Cross, 4TH Main,
Gavipuram Extension, Basavanagudi, Bangalore- 560019, hereinafter referred to as the “FOURTH
PARTY” (which expression shall unless excluded by or repugnant to the context deemed to mean his
legal heirs, successors, administrators, representatives, agents and assigns) of the FOURTH PART;

AND

Mr. Vinay Madhusudan, son of Mr. Y.G. Madhusudan , residing at # 46, 39th cross, 8th block,
Jayanagar, Bangalore - 560070, hereinafter referred to as the “FIFTH PARTY” (which expression
shall unless excluded by or repugnant to the context deemed to mean her legal heirs, successors,
administrators, representatives, agents and assigns) of the FIFTH PART;

AND

Mrs. B.A. Kavitha, wife of Mr. Allan Hari Narayan, residing at 42,16th Cross, 6th Phase, J.P.Nagar,
Bangalore 560078, hereinafter referred to as the “SIXTH PARTY” (which expression shall unless
excluded by or repugnant to the context deemed to mean her legal heirs, successors, administrators,
representatives, agents and assigns) of the SIXTH PART;

The Working Partner and the parties of the Second Part, Third Part, Fourth Part, Fifth Part and Sixth
Part are and hereinafter jointly referred to as ‘the Partners’ and individually as a “Partner”.
WHEREAS:

A. The Partners desire to join together for the pursuit of common business goals and to carry on
business in partnership.

B. In order to effectuate the said business, the Partners have agreed to record all the terms and
conditions governing their mutual interest, rights and liabilities in the said business in this
Deed.

NOW THIS INDENTURE WITNESSETH, and it is hereby mutually agreed to by and between the
Partners hereto as follows:

1. The Partners shall carry on the Business (defined below) in partnership under the name and
style of Optimus Prime and/or such other name (s) as may be mutually agreed upon among the
Partners from time to time hereinafter referred to as ‘the Firm’.

2. The Firm shall commence from date of execution of this Deed (“Execution Date”).

3. The principal office of the Firm shall be situated at 8/84. 1st floor, Kempegowda Road,
Prabhat Complex, Bangalore or at such other place or places as may be determined by the
Partners. The Partners may open branches at such other places as they may agree from time to
time.

4. The Firm shall carry on the business of selling /renting motorcycles to corporate (“Business”).
The Firm shall be entitled to carry on such other business as may be agreed among the
Partners from time to time who may extend or limit the scope of the Firm from time to time.

5. All the tangible and intangible assets of the partnership Firm including the goodwill, benefit of
business licenses and permits, benefits of contracts entered etc. will belong to the Firm. The
property of the Firm shall be used by the parties exclusively for the business of the Firm.

6. The partnership shall last for a period of 4 (four) years from the Execution Date (“Term”).
Pursuant to expiry of the Term, the Deed may be renewed AT WILL of the Working Partner
which, pursuant to such renewal shall continue so long as the Working Partner may desire. In
case any Partner desire to retire, he shall give at least on month’s notice in writing to this
effect to other Partner.

7. The partners shall be paid remunerations at such rate (s) as the partners may mutually decide,
subject to the ceiling of maximum remuneration permissible under the Income Tax Act, 1961,
as amended from time to time, and in the event of payment of excess remuneration the same
shall be debited from the account of the partner (s) at the close of the year.

8. At the end of the 3 years and pursuant to sale of the motorcycles, the Working Partner shall be
entitled to receive an amount which is : (a) Rs. 1000 (Rupees One Thousand) for each
motorcycle sold or (b) 50% of the amount of proceeds received by the Firm for the sale of
each motorcycle which amount is in addition to Rs 13,600 (Rupees Thirteen Thousand Six
Hundred), which ever is higher.

9. The capital of the Firm shall be Rs. 1,00,000 (Rupees One Lac) or such sums as the partners
may mutually decide from time to time and shall be introduced or contributed by the partners
in the following manner :

# Name Capital Contribution in INR

 1 Mr. S.N. Chandra Shekar 10,000
2 Mrs. Anjana Shekar 10,000
3 Mr. Vinay Madhusudan 30,000
4 Mr. B.A. Udaya 10,000
5 Mrs. B.A. Kavitha 10,000
6 M.Pranuthi 30,000

10. The partners shall be at liberty to pay interest on the capital or the loan account at such rate
(s), subject to the ceiling of maximum rate of interest prescribed under the Income Tax Act,
1961, as amended from time to time or as may be mutually agreed upon.

11. The net profit and losses of the Firm will be shared by the Partners in the following manner
and ratio:

# Name Profits (%) Losses (%)\

1 Mr. S.N. Chandra Shekar 10 10

2 Mrs. Anjana Shekar 10 10
3 Mr. Vinay Madhusudan 30 30
4 Mr. B.A. Udaya 10 10
5 Mrs. B.A. Kavitha 10 10
6 M.Pranuthi 30 30
100 100

Net Profits will mean the gross profits earned in such year less the expenses of the
management of the business including the rent of the premises of the Firm, outgoings in
respect of salaries and wages of the staff, commission paid to others, and all other expenses
incurred in connection with the business allowable as a deduction under the Income Tax Act,
1961.

12. The said partnership Firm shall open bank accounts with one or more Banks (“Bank
Accounts”) as the Working Partner may from time to time deem fit and necessary, including
current accounts. The Partners herein irrevocably authorize the Working Partner to solely
operate the Bank Accounts at all times. All cheques or other negotiable instruments on the
partnership account shall be drawn in the Firm’s name. All partnership moneys and securities
for money, except those required for current expenses, shall, as and when received (on and
date of these presents), be paid and deposited to the credit of the partnership Firm account.

13. The Partners hereto shall keep and maintain proper books of accounts and proper entries shall
be made therein of all receipts, payments, transaction, engagements and properties relating to
the said business of the said firm and the said books of account, all receipts, papers,
documents and writings securities, vouchers etc. shall be kept at the principal office of the
Firm and shall be open to inspection by any partner or his agent at all reasonable times with
power to take copies.

14. The accounting period of the Firm will be from 1st April to 31st March of the subsequent year.
Accounts of the partnership Firm shall be made up and adjusted annually upto the 31st day of
March of every year or such other day as the Partners may from time to time determine when
 the assets and liabilities of the partnership business will be ascertained and a Balance Sheet
and Profit and Loss Account will be prepared and signed by the Working Ppartner. The Profit
and Loss Account and the Balance Sheet once signed by the Working Partners shall not
thereafter be challenged on any ground except any manifest error discovered within three
months of the signing thereof in which case such error shall be rectified.

15. Major decisions of a permanent/long term nature affecting the said Firm or its said business
shall only be taken with the consent of the Working Partner.

16. No Partner shall without the written consent of the other Partners:

(a) acknowledge a debt so as to extend the period of limitation against the said Firm or
compromise or compound or except upon payment in full release or discharge any
debt due to the partnership firm;

(b) except in the ordinary course of business give any security or promise for payment of
money on account of the Firm or give credit to or have any dealings with any person
company or firm with whom the other partner shall have previously requested him not
to deal and any loss incurred through any breach of this provision shall be made good
to the partnership by the partner committing the breach ;

(c) assign, charge, transfer, mortgage or otherwise alienate or encumber his share in the
Firm;

(d) borrow money, raise loans from any person, banks, financial institutions, State or
Central Government, Financial Corporation or any other public or private body or
make the Firm liable in any manner;

(e) engage directly or indirectly in any business other than the partnership business;

(f) engage or, except for gross misconduct, dismiss any employee of the partnership;

(g) except in the ordinary course of business and for the benefit of the partnership pledge
the credit of the Firm or incur any liability or lend any monies on behalf of the Firm;

(h) give any guarantee on behalf of the Firm;

(i) enter into any bond or become bail or surety for any person or knowingly cause or
permit or suffer to be done anything whereby the property of the partnership may be
taken in execution or otherwise endangered ;

(j) withdraw any suit or legal proceedings filed by the Firm;

(k) admit any person as a partner in the Firm;

(l) enter into any contracts except contracts in the regular course of business of the
partnership Firm;

(m) acquire or dispose of any immovable or movable property.

17. The Partners of the Firm shall be jointly entitled to:

 (a) ask, demand, sue for recovery and receive whether in cash, cheque or any other mode
from any Government Department, private establishment or local authority all monies,
dues, articles and things which shall become due, owing and payable to or recoverable
by the said firm on any account and to give an effectual receipt or discharge for the
same;

(b) apply for all kinds of licences and to secure them appear before the authorities
appointed for the same and to sign all papers in this connection;

(c) appear and represent the said firm before Income Tax, Sales Tax, Customs and Excise
Authorities, and also to appear in any Court, Tribunal or any other Government
Department in connection with any suit or any proceeding whether civil or criminal in
which the said firm is interested and to sign all papers forms, documents, applications
bonds, returns etc. in connection with the said matter;

(d) submit any dispute relating to the business of the Firm to arbitration;

(e) compromise or settle any debt due to the partnership and to grant discharge thereof.

18. Except as provided above each of the Partners shall-

(a) be jointly and/or severally entitled to act on behalf of the Firm in general;

(b) attend diligently to the business of the Firm and carry on the same for the greatest
advantages of the partners and shall jointly take decision regarding sales, marketing,
purchase and investment of the said firm;

(c) punctually pay and discharge their separate debts and liabilities, and keep indemnified
the firm effectually against the same;

(d) be just and faithful to each other in all matters and transactions relating to the said
business of the said partnership firm;

(e) render true accounts and full information of all money and dealings affecting the
partnership Firm to the other;

(f) indemnify the partnership Firm for or against any loss caused to it by his willful
negligence or fraud in conduct of the business;

(g) attend to the business of the business of the partnership Firm diligently and actively;

(h) not withdraw any amount for his own benefit other than any such amount
contemplated under this deed of Partnership without consent of other Partner;

(i) be entitled to attend to be indemnified by the partnership Firm in respect of payment

made and liabilities incurred by him in the usual course of business of the firm and in
doing an act for protecting the partnership Firm from loss in emergency.

19. The capital and property of the said partnership Firm as well as of a partner shall in no way be
liable for personal debt of the other Partner.

20. The Partners hereto may admit any new partner(s) upon such terms and conditions as maybe
mutually agreed upon.
21. In the event of death or retirement of any of the Partners hereto the Firm hereby formed shall
not dissolve, but shall continue. In the event of the demise of any Partner, his/her share of
capital and profit shall devolve to each of his/her legal heirs, as set out below, who shall be
entitled to be included as a partner on the same terms and conditions as were applicable to the
deceased partner:

# Name of Nominee
Partner
1 Mr. S.N. Aditya S
Chandra Shekar Sreerama
2 Mr. B.A. Udaya Allan Hari
Narayan
3 Mrs Anjana Aditya S
Shekar Sreerama
4 Mrs. M. S. G. Amith
Pranuthi
5 Mr. Vinay Shilpa Vinay
Yadalam
6 Mrs. B.A. Allan Hari
Kavitha Narayan

22. The Working Partner shall solely have the right on behalf of the Firm to appoint vendors,
suppliers, service providers and/or delegate work to any person or entity and/or enter into
contracts with any person or entity that he deems fit.

23. In the event, in the Working Partner’s sole discretion any Partner acts against the interest of
the Firm, the Working Partner shall have the sole right to expel such Partner from the Firm
immediately.

24. The Working Partner shall be solely authorized to sign, execute and enter into all sorts of
contracts, engagements and agreements pertaining to the said business of the said Firm;

25. No supplement, modification, waiver or termination of this agreement or any provisions

hereof shall be binding unless executed in writing by all the Partners. No waiver of any of the
provisions of this agreement shall constitute a waiver of any other provision (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided.

26. All dispute and differences regarding the Partnership Firm which may arise during the
continuance of the partnership among the Partners or their legal representatives with regard to
the construction, meaning and effect of this deed or any part thereof, or as to the conduct of
the business of the partnership firm or touching the rights and liabilities or other interest of the
partners or as to any other things or matter relating to the said partnership business including
its dissolution or winding up of its assets or business, shall be decided by an arbitrator to be
appointed by the Partners mutually and the decision of Arbitrator shall be final and binding on
the Partners hereto and their legal heirs and representatives. The seat, venue or legal place of
arbitration shall be Bangalore and any award shall be treated as an award made at the seat of
the arbitration. The arbitration proceedings shall be conducted in the English language.

27. The Arbitration & Conciliation Act, 1996 as may be amended from time to time shall apply to
such arbitration proceedings.
28. Subject to the provisions of Clause 23 above, each of the Partners hereby agrees to submit to
the exclusive jurisdiction of the courts of Bangalore.

29. The parties shall, as early as possible get the partnership Firm registered under the Partnership
Act, 1932 and registered or notified to the income tax office as required by the Income Tax
Act, 1961.

30. This Deed shall be governed by and interpreted in accordance with the laws of India.

31. These presents constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both written and oral,
between the parties with respect to the subject matter hereof.

32. The Indian Partnership Act 1932 shall govern all other provisions which are not provided for
in the foregoing clauses.

IN WITHNESS whereof the parties have signed this Deed of partnership on the date first above
written.

SIGNED AND DELIVERED

by the party of the First Part at
[●] in the presence of :

SIGNED AND DELIVERED

by the party of the Second Part at
[●] in the presence of :

SIGNED AND DELIVERED

by the party of the Third Part at
[●] in the presence of :

SIGNED AND DELIVERED

by the party of the Fourth Part at
[●] in the presence of :

SIGNED AND DELIVERED

by the party of the Fifth Part at
[●] in the presence of :

SIGNED AND DELIVERED

by the party of the Sixth Part at
[●] in the presence of :