Loop Energy Inc.

EXECUTION COPY

Dated January 22, 2019

BEIJING IN-POWER RENEWABLE ENERGY CO., LTD.

and

Equity Joint Venture Agreement

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1.	INTERPRETATION ............................................................................................................................. 1
2.	PARTIES ........................................................................................................................................... 8
3.	ESTABLISHMENT .............................................................................................................................. 9
4.	SCOPE OF BUSINESS ....................................................................................................................... 10
5.	BUSINESS PLANNING AND DEVELOPMENT ..................................................................................... 11
6.	TOTAL INVESTMENT AMOUNT AND REGISTERED CAPITAL ............................................................. 14
7.	RESPONSIBILITIES OF THE PARTIES ................................................................................................. 17
8.	REPRESENTATIONS AND WARRANTIES ........................................................................................... 22
9.	BOARD OF DIRECTORS ................................................................................................................... 23
10.	POWERS AND FUNCTIONS OF BOARD ........................................................................................ 25
11.	DEADLOCK ................................................................................................................................. 27
12.	BOARD MEETINGS ..................................................................................................................... 28
13.	SUPERVISORS ............................................................................................................................. 31
14.	MANAGEMENT .......................................................................................................................... 32
15.	ACCOUNTING AND FINANCE MANAGEMENT ............................................................................. 34
16.	LABOUR MANAGEMENT ............................................................................................................ 35
17.	TAX AND PROFIT DISTRIBUTION ................................................................................................. 36
18.	FOREIGN EXCHANGE .................................................................................................................. 37
19.	CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION .............................................. 37
20.	INTELLECTUAL PROPERTY........................................................................................................... 41
21.	SITE ACCESS ............................................................................................................................... 42
22.	JOINT VENTURE TERM ............................................................................................................... 42
23.	TERMINATION............................................................................................................................ 43
24.	TRANSFERS OF EQUITY INTERESTS ............................................................................................. 45
25.	DISSOLUTION, LIQUIDATION AND CONVERSION TO WFOE OR DOMESTIC CHINESE COMPANY .. 48
26.	FORCE MAJEURE ........................................................................................................................ 49
27.	APPLICABLE LAW ....................................................................................................................... 50
28.	CONSEQUENCES OF BREACH ...................................................................................................... 51
29.	SETTLEMENT OF DISPUTES ......................................................................................................... 52
30.	MISCELLANEOUS ........................................................................................................................ 52

(i)

LEGAL_30192263.17

Equity Joint Venture Agreement

This Agreement is made on January 22, 2019

Between:

(A) BEIJING IN-POWER RENEWABLE ENERGY CO., LTD. (“ In-Power ”); and
(B) LOOP ENERGY INC. (“ Loop ”);

(each a “ Party ” and together, the “ Parties ”)

Whereas:

In accordance with Relevant Laws and Regulations, In-Power and Loop, adhering to the principles of equality and mutual benefit and after friendly consultations, have agreed jointly to invest in and establish a Sino-foreign equity joint venture enterprise in Beijing in order to establish, own and operate a production and assembly line to manufacture fuel cell range extender units using Loop’s proprietary fuel cell stacks for sales into bus, truck and heavy-duty vehicle applications.

1. INTERPRETATION

In this Agreement, unless the context otherwise requires, the provisions of this Section 1 apply.

1.1 Definitions

Capitalized and other terms used in the English version of this Agreement and terms in bold text in the Chinese version of this Agreement shall have the following meanings.

“ Affiliate ” means, with respect to a person, each person that Controls, is controlled by, or is under direct or indirect common Control with, such person. Notwithstanding the previous sentence, for purposes of this Agreement, the Joint Venture Company shall be deemed not to constitute an Affiliate of either Party.

“ Administrative Authority ” means the Ministry of Commerce or its local delegate of the PRC.

“ Ancillary Agreements ” means:

(i) this Agreement;
(ii) the Articles;
(iii) the Technology License Agreement;
(iv) the Initial Three-Year Business Plan; and
(v) the Lease Agreement.

“ Arm’s Length Transaction ” has the meaning set out in Section 7.6.

“ Articles ” means the Articles of Association of the Joint Venture Company to be entered into between InPower and Loop as soon as practicable following the date as this Agreement reflecting the terms of this Agreement and such other provisions as required by the Relevant Laws and Regulations.

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“ Auditor ” means such independent and internationally recognised certified public accountant registered in the PRC with the legal right to audit the accounts of the Joint Venture Company as may be appointed by the Board as the auditor of the Joint Venture Company pursuant to this Agreement.

“ Balance of Plant ” or “ BoP ” means the components, devices, materials, processes and subsystems assembled or designed for assembly around a Fuel Cell Stack, including:

(i) supply subsystem;
(ii) air supply subsystem;
(iii) cooling subsystem;
(iv) ventilation subsystem;
(v) safety subsystem;
(vi) Fuel Cell Range Extender Unit systems control software;
(vii) power distribution subsystem; and
(viii) Fuel Cell Range Extender Unit system components for mechanical, thermal, noise, vibration, water and electromagnetic compatibility/ electromagnetic interference (EMC/EMI) protection,

which, together with a Fuel Cell Stack, takes fuel and delivers electricity for an application but, for greater certainty, excludes every item included in the definition of Fuel Cell Stack.

“ Board ” means the board of directors of the Joint Venture Company as constituted from time to time.

“ Business ” means the business of the Joint Venture Company as outlined in Section 4.2 and the ThreeYear Business Plan currently in force.

“ Business Day ” means a working day other than a Saturday, Sunday or a statutory holiday in the PRC or Vancouver, Canada.

“ Business IP ” has the meaning set out in Section 20.3.1.

“ Business Licence ” means the business licence of the Joint Venture Company to be issued by the SAMR (or its local affiliate) on the Establishment Date.

“ Confidential Information ” means all information of any nature and in any form including information held or stored in any relevant computer system or in electronic form or recorded on magnetic or other recordable media and all copies of such information provided by a Party (an “ Information Provider ”) to the other Party (the “ Recipient ”) or otherwise learnt by the Recipient from an Information Provider which relates to the business of the Information Provider, but does not Put Option Notice include information which:

(i) becomes available to the public other than as a result of a breach of this Agreement;
(ii) is known by the Recipient prior to its disclosure by an Information Provider or its learning from an Information Provider;
(iii) is made available to the Recipient by a third party which is not under an obligation of confidence to an Information Provider; or

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(iv) was developed by the Recipient independently of the disclosure by an Information Provider or the learning from an Information Provider.

“ Contribution Date ” has the meaning set out in Section 6.4.1.

“ Controlling Shareholder ” means the beneficial owner of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or owns the power to control the composition of a majority of the board of directors of such Person.

“ Control ” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “ Controlled ”, “ Controls ” and “ Controller ” shall be construed accordingly.

“ Deadlock ” has the meaning set out in Section 11.1.1.

“ Deadlock Offer ” has the meaning set out in Section 11.3.1.

“ Deadlock Offer Price ” has the meaning set out in Section 11.3.1.

“ Dispute ” has the meaning set out in Section 29.1.

“ Distributable Profits ” has the meaning set out in Section 17.2.3.

“Effective Period” has the meaning set out in Section 6.11.1.

“ Election Notice” has the meaning set out in Section 11.3.2.

“Election Period” has the meaning set out in Section 11.3.2.

“ Equity Interest ” means equity interest in the registered capital of the Joint Venture Company.

“ Establishment Date ” means the date on which the first Business Licence is issued to the Joint Venture Company.

“ Exchange Rate ” means the median rate for RMB against Canadian dollars published from time to time by the People's Bank of China.

“ Execution Date ” means the date of execution of this Agreement by both Parties.

“ Financial Year ” means, in respect of the first Financial Year of the Joint Venture Company, the period commencing on the Establishment Date and ending on 31 December of the same year, and, in respect of each subsequent Financial Year, each subsequent period commencing on 1 January and ending on 31 December of the same.

“ Force Majeure Event ” means, in respect of a Party, any objective circumstances which are unforeseen, unavoidable, insurmountable or otherwise beyond the control of the Party and renders performance by the Party of all or part of its obligations under this Agreement impossible, including lightning, typhoon, storm, flood, fire, earthquake or other acts of nature, epidemic, war and civil disobedience.

“ Fuel Cell Range Extender Unit ” means an integrated module designed by Loop consisting of:

(i) one or more Fuel Cell Stacks; and
(ii) the Balance of Plant.

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“ Fuel Cell Stack ” means a proton exchange membrane fuel cell stack and components, devices, materials, processes and subsystems thereof necessary or desirable for the functioning of, and comprising part of, the fuel cell stack, including:

(i) membrane electrode assemblies;
(ii) plates with flow fields for fuel, oxidant and/or coolant; and
(iii) seals and compression hardware;

and may further include:

(iv) components for mechanical, thermal, noise, vibration, water and electromagnetic compatibility/electromagnetic interference (EMC /EMI) protection; and
(v) electrical and mechanical interfaces.

“ Government Authority ” means the government of the PRC, at central, provincial and local levels, including all state, provincial, county and other committees, ministries, departments, bureaux and agencies which have authority over the Joint Venture Company or the activities of a Party in connection with the matters contemplated in this Agreement.

“ Group ” means (i) in the case of In-Power, In-Power and the In-Power Persons, and (ii) in the case of Loop, Loop and the Loop Persons.

“ HKIAC ” has the meaning set out in Section 29.2.1

“ IFRS ” means the International Financial Reporting Standards published by the International Accounting Standards Board from time to time.

“ Independent Appraiser ” has the meaning set out in Section 23.2.5.

“ Information Provider ” means either Party (as appropriate) which provides Confidential Information to the other Party.

“ Initial Contribution ” has the meaning set out in Section 6.3.2.

“ Initial Contribution Date ” has the meaning set out in Section 6.4.1.

“ Initial Three-Year Business Plan ” means the first Three-Year Business Plan of the Joint Venture Company as attached in Schedule B to this Agreement.

“ In-Power Persons” means In-Power and each person Controlled by In-Power (excluding the Joint Venture Company itself).

“ Insolvent Party ” has the meaning set out in Section 23.2.5.

“ Intellectual Property Rights ” includes patents, patent applications, utility models, trademarks, service marks, registered designs, unregistered design rights, copyrights, moral rights, technical drawings, business names, database rights, Internet domain names, brand names, computer software programs and systems, care systems, smart systems, works, designs, knowhow, inventions, confidential information and other industrial or commercial intellectual property rights whatsoever and wheresoever and whether registered or capable of registration or not and all applications for registration or protection of the foregoing.

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“ Joint Venture Company ” means the Sino-foreign equity joint venture to be established by In-Power and Loop pursuant to this Agreement on the Establishment Date.

“ Joint Venture Term ” means the term of the Joint Venture Company under this Agreement as set out in Section 22.1, including any extensions of such term provided for pursuant to Section 22.2.

“ JV Exclusive Clients ” has the meaning set out in Section 5.1.3(a).

“ JV Exclusive Customers ” has the meaning set out in Section 5.1.3(a).

“ JV Exclusive Prospects ” has the meaning set out in Section 5.1.3(a).

“ Lease Agreement” has the meaning set out in Section 21.1.

“ Liquidation Committee ” has the meaning set out in Section 25.2.1

“ Lock-up Period ” has the meaning set out in Section 24.1.1.

“ Loop Director ” has the meaning set out in Section 9.3.1.

“ Loop Exclusive Clients ” has the meaning set out in Section 5.1.3(b).

“ Loop Exclusive Customers ” has the meaning set out in Section 5.1.3(b).

“ Loop Exclusive Prospects ” has the meaning set out in Section 5.1.3(b).

“ Loop Persons ” means Loop and each person Controlled by Loop (excluding the Joint Venture Company itself).

“ Non-Transferring Party ” has the meaning set out in Section 24.3.1.

“ Offered Equity Interest ” has the meaning set out in Section 24.3.1.

“ Offeror ” has the meaning set out in Section 11.3.1.

“ Offeree ” has the meaning set out in Section 11.3.1.

“ Operation ” means the production and assembly line to be established, owned and operated by the Joint Venture Company at the Site in accordance with this Agreement.

“ Option Right to Subscribe ” has the meaning set out in Section6.11.1.

“ Party ” means In-Power and Loop individually; “ Parties ” means In-Power and Loop collectively.

“ PBOC ” means the People’s Bank of China, the central bank of the PRC.

“ Permit ” means any licence, permit, registration, certificate, consent, approval and/or authorisation required by any Government Authority.

“ Permitted Transfer ” has the meaning set out in Section 24.2.

“ Potential Transferee ” has the meaning set out in Section 24.3.1.

“ Proposed Transfer ” has the meaning set out in Section 24.3.1.

“ PRC ” means the People’s Republic of China, excluding for the purposes of this Agreement the special administrative regions of the PRC with separate legal systems, namely the Hong Kong Special Administrative Region and the Macau Special Administrative Region, and Taiwan.

“ PRC GAAP ” means generally accepted accounting principles in the PRC from time to time.

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“ Recipient ” means either Party (as appropriate) which receives Confidential Information from the other Party.

“ Registered Capital ” has the meaning set out in Section 6.1.

“ Related Party ” means any Person who meets the definition of (a) “related person” as defined in Section 71, subsection (3) of Chapter 7 of the Administrative Measures for the Information Disclosure of Listed Companies (Order of the China Securities Regulatory Commission [2007] No. 40) or (b) “related party” as defined in Section 4 of Chapter II of the Accounting Standards for Business Enterprises No. 36 -Related Parties Disclosures (Cai Kuai [2006] No. 3) or (c) an equivalent concept under any other applicable law, accounting rules and/or stock exchange regulations.

“ Relevant Laws and Regulations ” means, with respect to any person, any laws, rules, administrative or departmental regulations, directives, notices, treaties, judgments, decrees or orders of any governmental or regulatory authority that are applicable to such person, including but not limited to laws and administrative regulations properly issued by competent authorities in the PRC.

“ Representative ” means any person acting for or on behalf of a Recipient including any director, officer, employee, contractor or professional adviser of the Recipient.

“ Right of First Offer ” has the meaning set out in Section 24.3.2.

“ RMB ” means renminbi, the lawful currency of the PRC for the time being.

“ ROFO Cut-Off Date ” has the meaning set out in Section 24.3.3.

“ SAFE ” means the State Administration of Foreign Exchange of the PRC.

“ SAMR ” means the State Administration for Market Regulation of the PRC.

“ Second Transfer Notice ” has the meaning set out in Section 24.3.5.

“ Site ” means the site upon which the Operation is to be constructed at Room 1607, Tower A, Caizhi International Building, No.18, East Zhongguancun Road, Haidian District, Beijing, PRC.

“ Senior Management Personnel ” means the General Manager, the Finance Director or the Chief Operating Officer, and any other management personnel of the Joint Venture Company so designated as such by the Board from time to time.

“ Subscription Notice ” has the meaning set out in Section 6.11.2.

“ Supply Agreement ” means the Supply Agreement to be entered into between the Joint Venture Company and Loop, which will relate, inter alia , to Loop supplying the Joint Venture Company’s entire demand for Fuel Cell Stacks for the Operation.

“ Technology License Agreement ” means the Technology License Agreement to be executed by the Parties in the form attached as Schedule A , which relates, inter alia , to the license granted by Loop to support the establishment of the Operation.

“ Term ” has the meaning set out in Section 22.1.

“ Territory ” means the PRC, as defined in this Agreement.

“ Three-Year Business Plan ” means the business and operating plan for the Joint Venture Company as contemplated in Section 14.3 including but not limited to the Initial Three-Year Business Plan and any

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subsequent Three Year Business Plan approved by the Board from time to time in accordance with Section 10.2.19.

“ Total Investment ” has the meaning set out in Section 6.1.

“ Trade Secrets ” means any technology, information or business operation information which is unknown to the public, is capable of bringing about economic benefits to the rightful holder, has practical utility and which is subject to measures in place and carries out in order to keep it secret.

“ Transfer ” has the meaning set out in Section 24.1.1.

“ Transfer Notice ” has the meaning set out in Section 24.3.1.

“ Transferring Party ” has the meaning set out in Section 24.3.1.

1.2 Clauses, Schedules etc.

References to this Agreement include any schedules to it and references to Sections and Schedules are to Sections of and Schedules to this Agreement. Each schedule to this Agreement shall form an integral part of this Agreement and shall have the same legal effect as the Sections set out in the body of this Agreement.

1.3 Singular and Plural

In the English version of this Agreement, references to the singular may include the plural and vice versa.

1.4 Gender

Reference to one gender shall, where appropriate, include all genders.

1.5 Person

Reference to a “person” includes any individual or entity (including any company, business or other enterprise or entity, joint venture, institution, state or government department) as the context requires or permits.

1.6 Contract, Document or Permit

Reference to any contract, document or permit is to that contract, document or permit as amended, novated, supplemented, varied or replaced from time to time.

1.7 Laws and Regulations

References to laws and regulations shall be construed as references to those laws and regulations as amended or varied from time to time.

1.8 Successors and Assigns

References to any party shall include the successors and permitted assigns of that party.

1.9 Information

References to books, records or other information shall mean books, records or other information in any form including (but not limited to) paper, electronically stored data, magnetic media, film and microfilm.

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1.10 Day and Time

1.10.1 Unless the context otherwise requires, if any rights or obligations under this Agreement fall on a date which happens not to be a Business Day, such rights or obligations shall instead fall on the next succeeding Business Day after such stated date.
1.10.2 References to time are to the local time in Beijing in the PRC.

1.11 Headings

The headings of Sections and sub-Sections are inserted for convenience only and shall not affect the construction of this Agreement.

1.12 “Includes” and “Including”

The words “includes” and “including” mean “includes without limitation” and “including without limitation” respectively.

2. PARTIES

2.1 Parties

The Parties to this Agreement are:

2.1.1 Beijing In-Power Renewable Energy Co., Ltd.（北京英博新能源有限公司）, a limited liability company duly incorporated and validly existing under Relevant Laws and Regulations with company registration number 91110106673826456D whose registered address isNo.2, Section 10, No. 188, South Fourth Ring West Road , Beijing, PRC.

The legal representative of In-Power is:

Name: Zhang Xinyu Position: Legal Representative Nationality: Chinese

2.1.2 Loop Energy Inc., a company existing under the laws of British Columbia, Canada with corporation number BC-0609401 whose corporation headquarters is at 2880 Production Way, Burnaby, BC V5A 4T6, Canada.

The authorised representative of Loop is:

Name: Ben Nyland Position: President & CEO Nationality: Canadian

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3. ESTABLISHMENT

3.1 Establishment

In accordance with Relevant Laws and Regulations, the Parties agree to establish a Sino-foreign equity joint venture enterprise on the terms and conditions of this Agreement to engage in the Business set out in Section 4.2.

3.2 Name and Address

3.2.1 The name of the Joint Venture Company shall be “英博路普能源技术(北京)有限公司” in Chinese and “Inpower-Loop Energy Technology (Beijing) Co., Ltd. ” in English.
3.2.2 The trade and business names of the Joint Venture Company (if different from the name of the Joint Venture Company set out in Section 3.2.1 above) shall be determined by the Board.
3.2.3 The legal address of the Joint Venture Company shall be Room 1607, Tower A, Caizhi International Building, No.18, East Zhongguancun Road, Haidian District, Beijing, PRC.

3.3 Limited Liability Company

3.3.1 The Joint Venture Company shall be a limited liability company with enterprise legal person status under Relevant Laws and Regulations.
3.3.2 The liability of each Party shall be limited to the amount it has agreed to contribute to the registered capital of the Joint Venture Company pursuant to this Agreement. If and to the extent the Joint Venture Company or either of the Parties incurs any loss, expense or liability as a result of an act conducted by the other Party that violates the terms in this Agreement or the Sections of Association or that causes the Joint Venture Company to violate any law or regulations, the Party committing such act shall be liable to the other Party and/or the Joint Venture Company, as the case may be, for such loss, expense and liability.

3.4 Branches and Subsidiaries

The Joint Venture Company may establish subsidiaries, branches, sales and representative offices in the PRC subject to obtaining all necessary approvals and the approval of the Board in accordance with Section 10.2.15.

3.5 Articles

In case of any inconsistency between the Articles and this Agreement, this Agreement shall prevail and the Articles shall be amended to the extent permitted under Relevant Laws and Regulations in order to ensure consistency with this Agreement.

3.6 Compliance with PRC Laws

The activities of the Joint Venture Company shall be governed and protected by Relevant Laws and Regulations. The Joint Venture Company shall enjoy all the protection, privileges, rights and benefits conferred by Relevant Laws and Regulations and by policies of the Government Authorities relating to foreign investment.

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3.7 Establishment Expenses

All costs and expenses arising from the establishment of the Joint Venture Company may be reimbursed by the Joint Venture Company as its incorporation cost after its establishment, but subject to the relevant laws and regulations of PRC and the consent of the Board after reviewing such costs and expenses.

4. SCOPE OF BUSINESS

4.1 Purpose

The purpose of the Parties in establishing the Joint Venture Company is to leverage the respective strengths of the Parties and to enable the Parties to achieve satisfactory economic benefits by means of the establishment, ownership and operation of a production and assembly line to manufacture Fuel Cell Range Extender Units for sale in the Territory into bus, truck and heavy-duty vehicle applications.

4.2 Scope of Business

4.2.1 The Joint Venture Company’s business scope shall be the establishment and operation of a production and assembly line for Fuel Cell Range Extender Units and the sale and service of Fuel Cell Range Extender Units in the Territory into bus, truck and heavy-duty vehicle applications.
4.2.2 The Parties shall use reasonable endeavours to ensure that the business scope of the JV as set out in its Business Licence shall be as close as possible to that set out in Section 4.2.1 above.
4.2.3 Subject to Section 4.2.2, if the business scope set out in Section 4.2.1 above is different from that approved by the relevant Administrative Authority or SAMR (or its local affiliate) and set out in the relevant Business Licence, then the version set out in the Business Licence shall prevail.
4.2.4 The Joint Venture Company will specifically engage in the following activities in the Territory (the “ Business ”):
(a) the manufacture and assembly of Fuel Cell Range Extender Units and their components at the Operation for use in bus, truck and heavy-duty vehicle applications;
(b) the sale and servicing of Fuel Cell Range Extender Units in the Territory for use in bus, truck and heavy-duty vehicle applications; and
(c) other activities permitted by Relevant Laws and Regulations and agreed by the Parties within the scope of business (for time being) of the JV.
4.2.5 In a first phase of approximately one year, the Joint Venture Company’s activities will consist essentially of engineering, infrastructure and equipment building and mounting, process start-up and ramp-up, and qualification. In a second phase which shall continue indefinitely following the completion of the first phase, the Joint Venture Company will conduct the Business.

4.3 The Joint Venture Company’s Relationship with the Parties

The Joint Venture Company will operate as a discrete entity with legal personality which remains separate from the existing businesses of In-Power and Loop.

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4.4 Conduct of Business

4.4.1 The Parties shall procure that the Joint Venture Company conducts its business and operation at all times in accordance with:
(a) the current Three-Year Business Plan;
(b) the business scope as set out in the Business Licence and the terms of any Permits obtained by the Joint Venture Company; and
(c) Relevant Laws and Regulations.
4.4.2 Each Party shall:
(a) use its reasonable endeavours to procure that its Group, its employees and the employees of its Group comply with Section 4.4.1 in their dealings with the Joint Venture Company; and
(b) procure that the Directors nominated by it to cause the Joint Venture Company to comply with Section 4.4.1.
4.4.3 If any provision of this Agreement imposes an obligation on the Joint Venture Company, each Party shall, through the Directors nominated by it, procure that the Joint Venture Company shall perform that obligation in accordance with the provisions of this Agreement.

5. BUSINESS PLANNING AND DEVELOPMENT

5.1 General

5.1.1 The Joint Venture Company shall conduct and develop the Business in accordance with the current Three-Year Business Plan and this Section 5.
5.1.2 There shall be no limit on the Joint Venture Company researching and prospecting for customers in the Territory.
5.1.3
(a) The Joint Venture Company shall maintain an exclusive client list (the “ JV Exclusive Clients ”) comprised of (i) up to a maximum of of the Joint Venture Company (“ JV Exclusive Prospects ”), and (ii) the customers of the Joint Venture Company described in Section 5.1.6(a) ( “JV Exclusive Customers”) .
(b) Loop shall maintain an exclusive client list (the “ Loop Exclusive Clients ”) comprised of (i) up to a maximum of of Loop (“ Loop Exclusive Customers ”), and (ii) the customers of Loop described in Section 5.1.6(b) (the “ Loop Exclusive Customers ”).
5.1.4 In order for a prospective customer of the Joint Venture Company to be considered a JV Exclusive Prospect or a prospective customer of Loop to be considered a Loop Exclusive Prospect, the Joint

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Venture Company or Loop, as the case may be, must have secured a demonstration vehicle letter of intent with such prospective customer. Additions to the lists of JV Exclusive Prospects and Loop Exclusive Prospects shall be made in accordance with the following procedure:

(a) Subject to securing a demonstration vehicle letter of intent, the Joint Venture Company, at any time, may name a prospective customer to the list of JV Exclusive Prospects, provided that such prospective customer is not already a Loop Exclusive Client as evidenced by the list described in Section 5.1.4(c)(ii). The decision to name a prospective customer to the list of JV Exclusive Prospects shall be made by the General Manager of the Joint Venture Company.
(b) Subject to securing a demonstration vehicle letter of intent, Loop, at any time, may name a prospective customer to the list of Loop Exclusive Prospects, provided that such prospective customer is not already a JV Exclusive Client as evidenced by the list described in Section 5.1.4(c)(i).
(c) To facilitate orderly additions to the lists of JV Exclusive Prospects and Loop Exclusive Prospects, on at least a monthly basis:
- (i) the Joint Venture Company shall notify Loop in writing of the JV Exclusive Prospects and JV Exclusive Customers then comprising the list of JV Exclusive Clients and the date each was added to the list; and
- (ii) Loop shall notify the Joint Venture Company in writing of the Loop Exclusive Prospects and Loop Exclusive Customers then comprising the list of Loop Exclusive Clients.
5.1.5
(a) Once a prospective customer is added to the list of JV Exclusive Prospects, such prospective customer will remain on the list of JV Exclusive Prospects until the earliest of:
(i) the Joint Venture Company voluntarily removing such prospective customer from the list of JV Exclusive Prospects (which decision shall be made by the General Manager of the Joint Venture Company);
(ii) if the Joint Venture Company does not secure a commercial order, years following such company’s addition to the list of JV Exclusive Prospects; and
(iii) if the Joint Venture Company secures a commercial order with such prospective customer, the date of the commercial order; provided, however, that in this situation such JV Exclusive Prospect will become a JV Exclusive Customer and as such will remain a JV Exclusive Client for the period described in Section 5.1.6(a).
(b) Once a prospective customer is added to the list of Loop Exclusive Prospects, such prospective customer will remain on the list of Loop Exclusive Prospects until the earliest of:

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(i) Loop voluntarily removing such prospective customer from the list of Loop Exclusive Prospects;
(ii) if Loop does not secure a commercial order, years following such company’s addition to the list of Loop Exclusive Prospects; and
(iii) if Loop secures a commercial order with such prospective customer, the date of the commercial order; provided, however, that in this situation such Loop Exclusive Prospect will become a Loop Exclusive Customer and as such will remain a Loop Exclusive Client for the period described in Section 5.1.6(b).

5.1.6

(a) After a successful commercial order, a customer of the Joint Venture Company will remain a JV Exclusive Customer for an initial period of years from the date of execution of the first order and shall thereafter remain a JV Exclusive Customer until the end of the Term of this Agreement provided that the Joint Venture Company achieved sales of at least Fuel Cell Range Extender Units to such JV Exclusive Customer during such year period.
(b) After a successful commercial order, a customer of Loop will remain a Loop Exclusive Customer for an initial period of years from the date of execution of the first order and shall thereafter remain a Loop Exclusive Customer until the end of the Term of this Agreement provided that Loop achieved sales of at least Fuel Cell Range Extender Units to such Loop Exclusive Customer during such year period.

5.1.7

(a) During the exclusive protection period (including both the up to year period as set forth in Section 5.1.5 and the or more year period as set forth in Section 5.1.6), Loop and its Affiliates shall not produce or sell or authorize any third party to produce or sell Fuel Cell Range Extender Units for bus, truck or heavy-duty vehicle applications or competitive products in the Territory to the JV Exclusive Clients.
(b) During the exclusive protection period (including both the up to year period as set forth in Section 5.1.5 and the or more year period as set forth in Section 5.1.6), the Joint Venture Company and its Affiliates shall not produce or sell or authorize any third party to produce or sell Fuel Cell Range Extender Units for bus, truck or heavy-duty vehicle applications or competitive products in the Territory to the Loop Exclusive Clients.
(c) For purpose of this Section 5.1.7, “competitive products” means the functions accomplished by products are identical, similar or overlapping with the functions accomplished by joint venture products, so that the two products can replace each other in any application range. Products that conform to the foregoing description shall constitute competitive products.
5.1.8 The Joint Venture Company shall not sell or service Fuel Cell Range Extender Units in the Territory to or for Loop Exclusive Clients and Loop shall not sell or service Fuel Cell range Extender Units in

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the Territory to or for JV Exclusive Clients, but there shall be no other limit on each of the Joint Venture Company and Loop selling Fuel Cell Range Extender Units to customers in the Territory.

5.1.9

(a) The Joint Venture Company may form subsidiaries to sell and service Fuel Cell Range Extender Units in the Territory in accordance with Section 10.2.15. Prospective customers of any such subsidiaries shall not count toward the maximum of prospective customers on the list of JV Exclusive Prospects pursuant to Section5.1.3(a). Instead, the number of prospective customers of any such subsidiaries which may be added to the list of JV Exclusive Prospects shall be subject to a separate maximum to be determined by the Board (including the vote of Loop Director).
(b) Loop may form subsidiaries to sell and service Fuel Cell Range Extender Units in the Territory. It is the intention of the Parties that prospective customers of any such Loop subsidiaries shall not count toward the maximum of prospective customers on the list of Loop Exclusive Prospects pursuant to Section 5.1.3(b), but that instead, the number of prospective customers of any such subsidiaries which may be added to the list of Loop Exclusive Prospects shall be subject to a separate maximum to be determined by agreement between the Parties.

6. TOTAL INVESTMENT AMOUNT AND REGISTERED CAPITAL

6.1 Total Investment Amount

The total investment amount of the Joint Venture Company is presently estimated by the Parties to be or the RMB

equivalent thereof at the prevailing exchange rate at the time of contribution (the “ Total Investment ”).

6.2 Registered Capital

The registered capital of the Joint Venture Company shall be

or the RMB equivalent thereof at the prevailing exchange rate at the time of contribution (the “ Registered Capital ”). The difference between the Total Investment and the Registered Capital shall be funded pursuant to Section 6.10 hereof.

6.3 Parties’ Contributions

6.3.1 In-Power shall contribute seventy-three point one percent (73.1%) of the Registered Capital and Loop shall contribute twenty-six point nine percent (26.9%) of the Registered Capital.
6.3.2 The initial contribution to the Registered Capital shall be
or the RMB equivalent thereof at the prevailing
exchange rate at the time of contribution in the aggregate (the “ Initial Contribution ”), of which
(a) In-Power shall contribute or the RMB equivalent thereof at the prevailing exchange rate at the time of
contribution, which represents 73.1% of the Initial Contribution; and

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(b) Loop shall contribute or the RMB equivalent thereof at the prevailing exchange rate at the time of contribution, which represents 26.9% of the Initial Contribution.

6.4 Payment of the Registered Capital

6.4.1 Subject to Section 6.5, the Initial Contribution of each Party shall be made by such Party within one month following the date of issuance of the Business License. The Board shall decide on the exact date on which contributions are to be made (each, a “ Contribution Date ”) by approval of the Board (including the vote of Loop Director). At the Joint Venture Company’s first Board meeting, the Board shall decide on the exact date during the one-month period following the date of issuance of the Business License on which the Initial Contribution shall be made (the “ Initial Contribution Date ”) by approval of the Board(including the vote of Loop Director).
6.4.2 On the Initial Contribution Date, both In-Power and Loop shall make its Initial Contribution to the Registered Capital in the form of cash.

6.5 Conditions Precedent for Contribution

6.5.1 Notwithstanding the foregoing provisions, neither Party shall be obliged to make the Initial Contribution to the Registered Capital until each of the following conditions precedent has been fulfilled:
(a) the Ancillary Agreements have been executed in full; and
(b) the Joint Venture Company has duly received its Business License from the SAMR (or its local affiliate) incorporating the business scope set out in Section 4.2.1 and subject to Section 4.2.2.

6.6 Contribution Delay

6.6.1 In the event that one Party fails to make a contribution to the Registered Capital on a Contribution Date as determined by the Board as set out in Section 6.4, the Party in default shall have 15 (fifteen) Business Days from the date of the said default within which to complete its contribution, failing which the Party not in default shall be entitled but not obliged to purchase the proportion of the defaulting Party’s share of the Joint Venture Company’s Registered Capital which is equivalent to the outstanding contribution amount or value, so long as such does not contravene the relevant PRC laws and regulations. The Party in default shall cause its appointed Directors to vote in favor of such purchase and to take all necessary steps to implement such change.
6.6.2 In the event that one Party fails to make a contribution to the Registered Capital on a Contribution Date, the Party not in default shall then have the right to increase the number of its appointed Directors to conform to its increased proportion in the Registered Capital, so long as such increase in the Registered Capital and the corresponding shareholding change between the Parties do not contravene the relevant PRC laws and regulations. To the extent required to implement such change, the Party in default shall cause its appointed Directors to vote in favor of such increase and to take all necessary steps to implement such change.

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6.7 Verification of Capital Contribution

After any contribution is made to the Registered Capital by a Party in accordance with Section 6.4 or 6.6 above or Section 6.9 below, the Joint Venture Company, at its expense, shall secure a verification of such capital contribution by a qualified public accountant registered in the PRC, who shall issue a verification report. The Joint Venture Company shall then issue an investment certificate to the relevant Party.

6.8 Reduction of Capital Contribution

Unless otherwise stipulated in this Agreement or resolved by the Board as may be approved by the relevant PRC government authority, the Registered Capital contributed by either Party hereunder may not be reduced by the Party during the existence of this Agreement. The Registered Capital cannot be reduced without the approval of the Board (including the vote of Loop Director) and the necessary approval by, and completion of the necessary registration procedures and formalities of, the SAMR and other competent governmental authorities.

6.9 Increase of Registered Capital

The Joint Venture Company may increase its registered capital upon the approval of the Board (including the vote of Loop Director) and completion of the necessary registration procedures and formalities of, the SAMR (or its local affiliate) and other competent governmental authorities in accordance with this Agreement and the Articles of the Joint Venture Company.

6.10 Loans

6.10.1 To fund the Joint Venture Company’s fixed assets, funds may, with the approval of the Board in accordance with Section 10.2.10, be raised by and through loans from financial institutions either in or outside of the PRC or, to the extent unanimously approved by the Parties, from the Parties. No lending or other finance advanced to the Joint Venture Company shall confer any right on any lender or other financier to any equity interest in the Joint Venture Company or to participate in the management of the Joint Venture Company or in the Business. Unless approved by Loop or In-power, no lending or other finance advanced to the Joint Venture Company shall require guarantees or other security interests granted by a Loop Person or by In-power Person (as the case maybe).
6.10.2 If the Parties unanimously approve the raising of funds through loans from the Parties, each Party shall in proportion to its share of the Registered Capital provide the Joint Venture Company cash in the form of a shareholder loan.
6.10.3 The Joint Venture Company may borrow any funds by bank loans or shareholder loans for its construction and operation, and may use its own property to secure such financing.
6.10.4 Each Party covenants that it shall sign all necessary documents in connection with loans approved in accordance with this Section 6.10 and shall cause the Directors appointed by it to vote in favor of and to sign all necessary documents in connection with such contribution or loan.

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6.11 Option Right

6.11.1 The Parties hereby agree that, within years from the date of the issuance of the Business License to the Joint Venture Company (the “ Effective Period ”), Loop is granted an option right to subscribe (the “ Option Right to Subscribe ”), at the same price of the establishment of the Joint Venture Company, for the new registered capital of no more than

or the RMB equivalent thereof at the prevailing exchange rate at the time of contribution in cash. If fully exercised by Loop prior to any reduction of Registered Capital in accordance with Section 6.8 or increase in Registered Capital pursuant to Section 6.9, the Option right to Subscribe will increase Loop’s share of the Registered Capital to and dilute In-Power’s share of the Registered Capital to . Such Option Right to Subscribe is non-transferable and shall, within the Effective Period, become forfeited or terminated immediately upon the earliest of (a) the date when the Board or the management contains no directors or management member appointed by Loop; (b) the date when Loop becomes bankrupt or is the subject of proceedings for liquidation or dissolution; and (c) the date when merger, or sale or purchase of substantially all the assets or a change of control of Loop occurs.

6.11.2 During the Effective Period, in the event that Loop proposes to exercise its Option Right to Subscribe, it shall give In-Power a written notice of its intention to subscribe the new shares (the “ Subscription Notice ”), describing the amount of the new shares it intends to subscribe. In-Power shall, upon receipt of the Subscription Notice, procure the Joint Venture Company to start up the procedure in respect of the corresponding increase of the Registered Capital and Total Investment Amount in accordance with the Articles of Association and the PRC laws and regulations, and to complete such increase as soon as reasonably practicable.

7. RESPONSIBILITIES OF THE PARTIES

7.1 Responsibilities of In-Power

In addition to its other responsibilities under this Agreement, In-Power shall, and shall procure that its directors and shareholders shall, acting at all times in accordance with Relevant Laws and Regulations, during the Joint Venture Term:

7.1.1 make its contribution to the Registered Capital on time in accordance with the relevant terms of this Agreement;
7.1.2 assist the Joint Venture Company to maintain effective relations with Government Authorities and other relevant participants in the clean energy sector in China;
7.1.3 actively assist the Joint Venture Company in promoting fuel cell vehicle market initially in the Beijing area and other areas of China as required in cooperation with Government Authorities that will create the base load demand for successful start-up of the Joint Venture company;
7.1.4 make reasonable efforts to assist the Joint Venture Company in aggressively pursuing proposed demo vehicle integration projects with OEMs in PRC that could be an excellent base load of demand for manufacturing by the Joint Venture company;

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7.1.5 assist the Joint Venture Company and its employees to obtain the preferential tax treatment and other benefits, preferences and protections available under Relevant Laws and Regulations and, where available under Relevant Laws and Regulations, exemptions and other concessions;
7.1.6 assist the Joint Venture Company in preparing and submitting applications for and procuring all necessary PRC government approvals, permits, authorizations and licenses in connection with the establishment, registration and operation of the Joint Venture Company (including but not limited to those listed in Section 6.5), all as may from time to time be required; conducting effective liaison with relevant PRC government agencies as required on all other matters relating to the establishment and all subsequent activities of the Joint Venture Company;
7.1.7 procure that the Joint Venture Company shall, as soon as reasonably practicable after the issuance of the Business Licence, validly execute and deliver each of the Ancillary Agreements to which it is a party;
7.1.8 assist the Joint Venture Company in preparing and submitting applications for and procuring the confirmation certificate issued by the relevant PRC government authorities certifying that the Joint Venture Company qualifies and is entitled to receive or enjoy all special preferences granted to such enterprises from to time;
7.1.9 assist the Joint Venture Company’s foreign personnel in obtaining all necessary entry and exit visas and work permits, arranging travel and accommodation facilities and providing other assistance that might be required by the Joint Venture Company’s foreign personnel, in each case, relating to their working relationship with the Joint Venture Company;
7.1.10 assist the Joint Venture Company in importing the machinery, equipment and tooling and such other supplies, spare parts, raw materials, components or other items as the Joint Venture Company shall determine appropriate or necessary (including processing import customs declarations and securing any required import licenses) and arranging for the inland transportation of the same to the Joint Venture Company’s premises in the PRC;
7.1.11 assist the Joint Venture Company with the sourcing, purchase or leasing within the PRC of local machinery, equipment, tooling, supplies, spare parts, raw materials, components, articles for office use, vehicles, communication facilities and other items necessary for its operations;
7.1.12 assist the Joint Venture Company in contracting for and obtaining employee transportation, medical care, food service, and other welfare benefits for the employees of the Joint Venture Company meeting the Joint Venture Company’s requirements and in line with the practice in other comparable industrial joint ventures in the same area, at a favorable cost, in RMB;
7.1.13 assist the Joint Venture Company in the recruitment and selection of qualified management and technical personnel and other needed workers and in obtaining custody of such employees’ permanent personnel files;
7.1.14 assist the Joint Venture Company in opening RMB and foreign currency bank accounts in the name of the Joint Venture Company with banks in the PRC;
7.1.15 assist (without however In-Power having to provide any guarantee or security interest) the Joint Venture Company in obtaining loans from financial institutions in the PRC;

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7.1.16 assist the Joint Venture Company with obtaining any certification or standards approvals in the PRC, as applicable;
7.1.17 sign, and cause its relevant Affiliates to sign, the Ancillary Agreements to which it is a party as follows:
(i) in the case of the Initial Three-Year Business Plan, at the Execution Date;
(ii) in the case of the Articles, as soon as practicable following the date as this Agreement; and
(iii) in the case of the Lease Agreement, as soon as practicable following the date of issuance of the Business License, and in any event before the Contribution Date.
7.1.18 supervise the Directors appointed by it in the discharge of their duties in accordance with Relevant Laws and Regulations, the provisions of this Agreement and the Articles;
7.1.19 take reasonable measures to procure that the Joint Venture Company, In-Power (and its Group) and all employees and agents of the Joint Venture Company and In-Power (and its Group) which are acting on behalf of the Joint Venture Company:
(i) are aware of, familiar with and comply with the provisions of applicable anticorruption, commercial bribery and anti unfair competition laws and regulations and their purposes; and
(ii) take no action or make no payment (including without limitation promises to take action or to make payments) in violation of, or which might cause Loop or its Group or the Joint Venture Company to be in violation of, applicable anticorruption, commercial bribery and anti-unfair competition laws and regulations;
7.1.20 assist the Joint Venture Company in handling all other matters entrusted to it through any of the agreements mentioned herein; and
7.1.21 discharge such other responsibilities as required by the Board and agreed to by In-Power.

7.2 Responsibilities of Loop

In addition to its other responsibilities under this Agreement, Loop shall and shall procure that its directors and shareholders shall, acting at all times in accordance with Relevant Laws and Regulations during the Joint Venture Term:

7.2.1 make its contribution to the Registered Capital on time in accordance with the relevant terms of this Agreement;
7.2.2 assist (without however Loop having to provide any guarantee or security interest) the Joint Venture Company in obtaining loans from financial institutions within and outside the PRC, if requested by the Board;
7.2.3 assist the Joint Venture Company to import necessary machinery, equipment, parts and components for the conduct of the Business;

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7.2.4 assist the Joint Venture Company in handling all other matters entrusted to it through any of the agreements mentioned herein;
7.2.5 recommend at least two (2) technical personnel as needed by the Joint Venture Company to the Joint Venture Company and working for at least eighteen (18) months in order to train other staff of Joint Venture Company and perform the business scope and EHS and quality system requirements of the Joint Venture Company;
7.2.6 support the Joint Venture Company to adopt and systematically record important data including those in regard to benchmarking (inventory, costs comparison and analysis);
7.2.7 provide the Joint Venture Company with technology support services to support (i) establishment of the Operation and (ii) cost-reduction efforts for the Fuel Cell Range Extender Units, as set out in the Technology License Agreement;
7.2.8 provide the Joint Venture Company with specifications for capital equipment, tools and testing equipment in preferential price;
7.2.9 provide the Joint Venture Company with procurement support services to support the engagement and qualification of third-party suppliers, as set out in the Technology License Agreement;
7.2.10 assist the Joint Venture Company in recruiting management personnel;
7.2.11 assist the Joint Venture Company in the training of staff;
7.2.12 provide manufacturing factory design intelligence and support;
7.2.13 provide training support on quality manufacturing methods to technicians;
7.2.14 advise on machinery and equipment composition and selection;
7.2.15 advise on the quality management processes to factory managers;
7.2.16 advise on supply chain and order procurement processes;
7.2.17 assist the Joint Venture Company to develop all required standard operating procedures (SOPs), forms and templates are relates to In-Power’s responsibilities;
7.2.18 support the Joint Venture Company through any available government grant processes either within PRC or in Canada through which the Joint Venture Company may be able to secure nondilutive funding;
7.2.19 assist staff of the Joint Venture Company who are nationals of the PRC in obtaining the required travel visas for business trips to Loop’s facilities in Canada in connection with the Business;
7.2.20 sign, and cause its relevant Affiliates to sign, the Ancillary Agreements to which it is a party as follows:
(i) in the case of the Initial Three-Year Business Plan, at the Execution Date;

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(ii) in the case of the Articles, as soon as practicable following the date as this Agreement; and
(iii) in the case of the Technology License Agreement, as soon as practicable following the date of issuance of the Business License, and in any event before the Contribution Date.
7.2.21 supervise the directors appointed by it in the discharge of his or her duties in accordance with the provisions of this Agreement and the Articles;
7.2.22 take reasonable measures to procure that the Joint Venture Company, Loop (and its Group) and all employees and agents of the Joint Venture Company and Loop (and its Group) which are acting on behalf of the Joint Venture Company:
(i) are aware of, familiar with and comply with the provisions of applicable anticorruption, commercial bribery and anti-unfair competition laws and regulations and their purposes; and
(ii) take no action or make no payment (including without limitation promises to take action or to make payments) in violation of, or which might cause In-Power or its Group or the Joint Venture Company to be in violation of applicable anticorruption, commercial bribery and anti-unfair competition laws and regulations; and
7.2.23 discharge such other responsibilities as required by the Board and agreed to by Loop.

7.3 Joint Responsibilities

The Parties shall cause the Joint Venture Company to sign the Ancillary Agreements promptly following issuance of the Business License to the Joint Venture Company.

7.4 Expenses

To the extent for each Party provides assistance to the Joint Venture Company and discharging its own obligations under this Section 7, each Party shall bear its own costs incurred, except as otherwise set out in the Ancillary Agreements.

7.5 Exclusivity of Supply

7.5.1 The Parties shall cause the Joint Venture Company to exclusively purchase its entire supply demand of Fuel Cell Stacks from Loop pursuant to the Supply Agreement, with Loop maintaining control over which products are included in each bill of materials. Loop will provide an updated list of the bill of materials as required with detailed listing of supplier information to facilitate. The covenants in this paragraph are subject to Loop remaining in compliance with the terms and conditions of this Agreement and each of the other agreements to which Loop and the Joint Venture Company are parties.
7.5.2 For certainty, subject to Section 5.1.7 and 19.2, nothing herein shall restrict Loop Persons from:

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(a) also selling Fuel Cell Stacks and Fuel Cell Range Extender Units in the Territory independently of the Joint Venture Company; and
(b) also establishing or operating a Fuel Cell Stack or Fuel Cell Range Extender Unit production line in the Territory independently of the Joint Venture Company.
7.5.3 The Supply Agreement will provide that, after three (3) years from the date of issuance of the Business License:
(a) if the gross margin of the Joint Venture Company is less than , the Joint Venture Company shall have the right to purchase Fuel Cell Stacks from other suppliers; and
(b) if other substitute Fuel Cell Stacks of comparable quality are available in the Territory from another supplier at a price more than below the price of Fuel Cell Stacks supplied by Loop, the Joint Venture Company shall have the right to purchase such Fuel Cell Stacks from such other supplier,

provided, however, that in either such case, (i) the Supply Agreement will terminate, (ii) each of the Parties shall be released from their obligations regarding competitive products under Section 5.1.7 and their non-competition obligations under Section 19.2, and (iii) in accordance with the provisions of the Technology License Agreement, the provisions therein protecting the Joint Venture Company’s exclusivity in relation to the list of JV Exclusive Clients shall no longer apply.

7.6 Arm’s Length Transaction

The Parties agree that any transaction between the Joint Venture Company and either of the Parties or any of their respective Affiliates or with any other Person that is a Related Party of the Joint Venture Company will be entered into in good faith and will be on terms no less favorable to the Joint Venture Company than those that could have been obtained in a comparable transaction by the Joint Venture Company on an arm’s length basis with a third party (an “ Arm’s Length Transaction ”).

Any determination by either Party that any such transaction is not an Arm’s Length Transaction, and any decision arising out of such breach of the covenant in the previous sentence, i.e., to enforce or take action for breach of this Section against the other Party (or to omit to take action in respect of such transaction that is not an Arm’s Length Transaction) shall be made solely by the disinterested Party.

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

Each Party represents and warrants to the other Party that:

8.1.1 it is a company duly established and validly existing in good standing under the laws of the respective jurisdiction indicated in Section 2.1;
8.1.2 it has the full power and authority to enter into the Ancillary Agreements to which it is a party and to perform its obligations thereunder;

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8.1.3 subject to obtaining necessary governmental approvals of this Agreement, there are no factors or contingencies, including pending or threatened actions or proceedings before any court, arbitration panel or administrative agency, which may materially adversely affect its ability to perform all of its obligations under this Agreement.;
8.1.4 it has obtained all consents and approvals and taken all actions necessary for it validly to enter into and give effect to the Ancillary Agreements;
8.1.5 each of it and its Group is, and shall at all times during the Joint Venture Term be, aware of and familiar and comply with the provisions of applicable anti-corruption, commercial bribery and anti-unfair competition laws and regulation, and will take no action or make no payment (including without limitation promises to take action or to make payments) in violation of applicable anticorruption, commercial bribery and anti-unfair competition laws and regulations;
8.1.6 the signatory or signatories who have signed the Ancillary Agreements on its behalf has or have the authority to execute them for and on behalf of it;
8.1.7 each Transaction Agreement to which it is a party, when executed or, where so required by Relevant Laws and Regulations, approved by the Administrative Authority (as the case may be), will constitute lawful, valid and binding obligations on it and, where relevant, on its Affiliates in accordance with its terms;
8.1.8 the entry into and delivery of, when executed, and the performance of each Transaction Agreement to which the Party is a party will not result in any breach of any of its articles of association or any of its legal or contractual obligations or result in any claim by a third party against the other Party or the Joint Venture Company;
8.1.9 no steps have been taken or legal proceedings commenced or threatened against the Party or any of its relevant Affiliates which are party to any Ancillary Agreements for its winding up or for it to be declared bankrupt or insolvent or for a liquidation committee to be appointed in respect of its assets or business;

8.2 Repetition

Each Party further represents and warrants to the other Party that each of the representations and warranties given by it under Section 8.1 (save for 8.1.7) shall be true in all respects as at the date of signature of this Agreement and on each day while that Party holds an Equity Interest in the Joint Venture Company as if they had been given again on each of those days.

9. BOARD OF DIRECTORS

9.1 Establishment

The Joint Venture Company shall establish the Board on the Establishment Date.

9.2 Composition

The Board shall consist of three (3) Directors.

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9.3 Directors

9.3.1 In-Power shall appoint two (2) Directors and Loop shall appoint one (1) Director (“ Loop Director in each case by notice to the other Party.
9.3.2 The term of office of each Director shall be three (3) years. Upon expiry of a Director’s term, the Party which appointed the Director may reappoint him or her for further terms, each term not exceeding three (3) years, by notice to the other Party.
9.3.3 A Party may, at any time, remove and replace any Director appointed by it by notice to the other Party. The Party removing the Director appointed by it shall be solely responsible for paying any compensation for loss of office or all other claims made by such Director in relation to his or her removal from office.
9.3.4 If a seat on the Board is vacated by the retirement, removal, resignation, illness, disability or death of any Director, the original appointing Party shall within twenty (20) Business Days appoint a successor to serve out the remaining term of the outgoing Director.
9.3.5 A Director, in his or her capacity as Director, shall not receive remuneration from the Joint Venture Company. Directors shall be responsible for their own costs associated with attending Board meetings, provided that the Joint Venture Company may, if approved in advance by the Board, pay a Director reasonable travel and accommodation costs related to Board meetings. For the avoidance of doubt, nothing in this Section 9.5.3 shall prohibit a Director from receiving remuneration from the Joint Venture Company in respect of any other position concurrently held by that Director at the Joint Venture Company.

9.4 Chairman

9.4.1 In-Power shall appoint the Chairman.
9.4.2 The Chairman shall have the same voting rights as any other Director.
9.4.3 The Chairman shall be the legal representative of the Joint Venture Company.
9.4.4 The Chairman shall chair all meetings of the Board at which he or she is present. Whenever the Chairman is unable to perform his/her duties, the Chairman shall authorize in writing the ViceChairman or another Director to represent the Chairman.

9.5 Vice Chairman

9.5.1 Loop shall appoint the Vice Chairman.
9.5.2 The Vice Chairman shall have the same voting rights as any other Director.
9.5.3 If the Chairman is absent, then the Vice Chairman shall chair all meetings of the Board at which the Chairman is absent and he or she is present.

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9.6 No Agreement

Neither Party may enter into an agreement with any person in relation to its right to appoint any Director under this Agreement or the exercise of any right of any Director appointed by it without the prior written consent of the other Party.

10. POWERS AND FUNCTIONS OF BOARD

10.1 Board Authority

The Board shall be the highest authority of the Joint Venture Company. The Board shall be responsible for directing and supervising the management of the Joint Venture Company. The Board shall decide all major matters in relation to the Joint Venture Company in accordance with Section 10.2 and 10.3, below.

10.2 Matters Requiring Majority Vote with Vote of Loop Director

The Board shall decide the following matters by majority vote of the total number of Directors, including the vote of Loop Director:

10.2.1 subject to Section 14.1.1, the removal and appointment of the General Manager;

10.2.2 subject to Section 14.1.2, the removal and appointment of the Finance Director or Chief Operating Officer;
10.2.3 change the date of the Initial Contribution Date,;
10.2.4 the conversion of the Joint Venture Company into a company limited by shares;subject to Section 15.4.1, the appointment and dismissal of the Auditor;
10.2.5 the entry into by the Joint Venture Company of any transaction, or series of transactions in any consecutive 12-month period, with either Party or an Affiliate of either Party in excess of RMB 5,000,000 which is not in the ordinary course of business;
10.2.6 the entry into by the Joint Venture Company of any transaction which is not in the ordinary course of business of the Joint Venture Company;
10.2.7 any transaction to which the Joint Venture Company is party in which the amount payable by or payable to the Joint Venture Company exceeds s RMB 5,000,000 (other than as expressly provided for in the Three-Year Business Plan)
10.2.8 the acquisition or disposal by the Joint Venture Company of any asset of a value exceeding RMB 5,000,000 or any real estate or the creation of an encumbrance over any asset of a value exceeding RMB 5,000,000 or any real estate of the Joint Venture Company which is not in the ordinary course of business;
10.2.9 enter into any material debt obligation with any other party which is not in the ordinary course of business of the Joint Venture Company or which exceeds RMB 5,000,000 in the aggregate;
10.2.10 the execution of any agreement or other documentation relating to additional finance pursuant to Section 6.10;

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10.2.11 any provision of the Joint Venture Company’s assets as security and any request by the Joint Venture Company for the giving of any guarantee by any Party as security for any borrowing or debt of the Joint Venture Company;
10.2.12 the acquisition or disposal of any shares, equity interests or other forms of equity securities in or debt instruments issued by any legal entity (whether listed or unlisted, within or outside the PRC);
10.2.13 any change to the nature of the Business, the scope of business or the corporate form of the Joint Venture Company;
10.2.14 the engagement by the Joint Venture Company of or participation by the Joint Venture Company in any joint venture, partnership, consortium, strategic cooperation or other similar arrangement within the PRC with a third party;
10.2.15 the formation or closure of any subsidiaries, branches or representative offices of the Joint Venture Company within or outside the PRC;
10.2.16 subject to Section 17.2, the declaration of any dividend or the making of any other profit distribution by the Joint Venture Company;
10.2.17 any material change to the Technology License Agreement which may adversely affect the availability of Fuel Cell Range Extender Units in any market and which may prejudice Loop’s other customers or licensees;
10.2.18 any licensing of Joint Venture Company technology or technology licensed to the Joint Venture Company to third parties;
10.2.19 the preparation of and the approval of any changes to the Three-Year Business Plan;
10.2.20 the entering into by the Joint Venture Company of any equipment lease for financing arrangement (other than as expressly provided for in the current Three-Year Business Plan);
10.2.21 the incurring of any capital expenditure by the Joint Venture Company (other than as expressly provided for in the current Three-Year Business Plan);
10.2.22 the commencement or settlement of any litigation, arbitration or other legal proceedings or claim involving the potential payment or receipt by the Joint Venture Company of any amount in excess of RMB 5,000,000; and
10.2.23 any matter listed in Sections 10.2.1 to 10.2.22 as relates to any subsidiary of the Joint Venture Company which the Joint Venture Company controls more than 2/3 of equity interests.

10.3 Matters Requiring Majority Vote

The Board shall decide the following matters by simple majority vote, unless the particular matter is explicitly contemplated by the Three-Year Business Plan:

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10.3.1 Subject to Sections 14.1.3 and 14.1.4, as applicable, the removal and appointment of the Human Resources Manager, IT Manager, Training Manager, Property Manager and Operations Manager; and
10.3.2 any other matters which are required by this Agreement, the Articles or Relevant Laws and Regulations to be decided by the Board, but which are not listed in Section 10.2 or Section 10.4 as requiring approval of Loop Director.

10.4 Matters Requiring Unanimous Votes

Resolutions regarding the following matters may only be adopted by the unanimous affirmative vote of all Directors at a duly constituted meeting of the Board:

10.4.1 any amendment to this Agreement or the Articles;
10.4.2 any reduction of the Registered Capital or Total Investment amount of the Joint Venture Company in accordance with Section 6.8 or any increase of the Registered Capital or Total Investment amount of the Joint Venture Company in accordance with Section 6.9;
10.4.3 the termination or dissolution of the Joint Venture Company, declaration of insolvency by the Joint Venture Company or any application for reorganization of the Joint Venture Company under the PRC Enterprise Bankruptcy Law or other Relevant Laws and Regulations;
10.4.4 the merger of the Joint Venture Company with any other legal entity, or any division of the Joint Venture Company;

10.5 Related Transactions

For the purposes of Section 10, a series of related transactions shall be construed as a single transaction, and any amounts involved in a series of related transactions shall be aggregated to determine whether a matter is one to be decided by the Board.

11. DEADLOCK

11.1 Deadlock Matter

11.1.1 Either Party shall have the right to notify the other Party in writing stating that a deadlock (a “ Deadlock ”) has arisen if any matter which requires approval by vote of Loop Director pursuant to Section 10.2 in the agenda of two consecutive Board meetings fails to be approved by the Board at the latest during the second meeting convened to decide upon matter, whether due to the Directors failing to agree or due to insufficient Directors appointed by the other Party being present to meet the quorum requirement set out in Section 12.5, except if the relevant matter is an increase of the Registered Capital that is not reasonably justified by the Joint Venture Company’s business needs.
11.1.2 Pending resolution of any Deadlock in relation to the approval of the Joint Venture Company’s Three-Year Business Plan, the Joint Venture Company shall continue to operate according to the last approved Three-Year Business Plan.

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11.2 Escalation to Senior Executives

Upon any such notice of a Deadlock, the Deadlock matter shall immediately be referred to a resolution panel consisting of In-Power’s Chief Executive Officer and Loop’s Chief Executive Officer, who shall meet, confer and discuss in person or by telephone conference the Deadlock matter in good faith to attempt to resolve such issue.

11.3 Deadlock Buyout Mechanism

11.3.1 If the Deadlock has not yet been resolved, within a period commencing fifteen (15) calendar days after such notice of a Deadlock and ending forty-five (45) calendar days after such notice of a Deadlock, either Party (“ Offeror ”) may deliver to the other Party (“ Offeree ”) a written offer (“ Deadlock Offer ”) to purchase all of the interest in the Joint Venture Company owned by the Offeree in cash at a price deemed proper by the Offeror and to retire any debt or guarantee extended by the Offeree to the Joint Venture Company (“ Deadlock Offer Price ”).
11.3.2 The Offeree shall have the option to either (i) sell all of its interest in the Joint Venture Company to the Offeror at the Deadlock Offer Price, or (ii) purchase all of the Offeror’s interest in the Joint Venture Company at the Deadlock Offer Price (as adjusted to reflect the Offeror’s share of the Registered Capital). The Offeree will have thirty (30) calendar days after its receipt of the Deadlock Offer (“ Election Period ”) to notify the Offeror in writing of its election under this paragraph (“ Election Notice ”). The failure of the Offeree to give an Election Notice within the Election Period will be deemed to be an election by the Offeree to sell all of its interest in the Joint Venture Company to the Offeror at the Deadlock Offer Price.
11.3.3 Upon (i) the election (or deemed election) by the Offeree to sell all of its interest in the Joint Venture Company to the Offeror at the Deadlock Offer Price, , or (ii) the election by the Offeree to purchase all of the Offeror’s interest in the Joint Venture Company at the Deadlock Offer Price (as adjusted to reflect the Offeror’s share of the Registered capital), as the case may be, the Parties shall go into closing procedures and complete all matters related to the share transfer of the Joint Venture Company and the retirement of any debt or guarantee extended by the selling Party to the Joint Venture Company in accordance with the Relevant Laws and Regulations.
11.3.4 After the closing, this Agreement shall automatically terminate in accordance with Section 23.2.4, and in accordance with 23.2.6 the relevant provisions of this Agreement shall remain applicable up to the final settlement of any claims arising from or in connection with this Agreement and those provisions expressly stipulated to survive the expiration and termination shall continue to be effective thereunder.

12. BOARD MEETINGS

12.1 Convening Meetings

12.1.1 The Board shall meet not less frequently than once in every six (6) calendar months.
12.1.2 The Chairman may call a Board meeting by giving not less than fifteen (15) Business Days’ notice to all Directors and the General Manager.

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12.1.3 Any Director may call a Board meeting by giving notice to the Chairman who shall, giving not less than fifteen (15) Business Days’ notice to all other Directors and the General Manager, convene a Board meeting.
12.1.4 The General Manager may call a Board meeting on reasonable grounds by giving not less than 15 Business Days’ notice to all Directors, and shall be entitled to attend such meeting, provided that the General Manager shall not be entitled to vote or count towards the quorum at such Board meeting.

12.2 Notice

12.2.1 Any 15-Business Day notice period referred to in Section 12.1 may be abridged by the written consent of all Directors.
12.2.2 A notice convening a meeting of the Board must specify the business to be considered at the meeting and must attach to it all Board papers in relation to the business to be considered at the meeting and, subject to Section 12.2.3 and unless otherwise agreed by all Directors, no business shall be transacted at the meeting other than the business specified in the notice.
12.2.3 Each Director may by giving written notice to all other Directors at least five Business Days before the date scheduled for the Board meeting, require additional matters to be discussed at the scheduled meeting.
12.2.4 All notices given under this Section 12.2 shall be given in both Chinese and English, unless such requirement is waived in writing by the relevant recipient.

12.3 Venue, etc.

A meeting of the Board shall be held at the principal place of business of the Joint Venture Company or such other venue as may be agreed by a majority of the Directors. A meeting may be held by telephone or video-conferencing or any other form of audio or video link, provided that all participants can hear and be heard and are present from the commencement to the close of the meeting.

12.4 Language

Board meetings shall be conducted in both English and Chinese, with an interpreter or interpreters provided by and appointed at the cost of the Joint Venture Company present to carry out interpretation into Chinese or English to the extent necessary. Each Party may also at its own cost designate an interpreter or interpreters to attend a Board meeting to provide assistance to the Directors appointed by it.

12.5 Quorum

The quorum for any Board meeting shall be two (2) Directors comprising one Director appointed by InPower and one Director appointed by Loop, attending, for the duration of the meeting, in person or by proxy or by telephone or audio link or video link. If a quorum is not present, the meeting shall be adjourned to such later date, time and place as the Parties may agree or, if no such agreement is reached, to the same time and place fifteen (15) Business Days after the scheduled date of the adjourned meeting. The

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Chairman shall give notice of an adjourned meeting to each Director immediately after the adjournment. The quorum shall be any three Directors at any such adjourned meeting.

12.6 Proxy

12.6.1 Any Director may appoint a person as his or her proxy for the purposes of voting at a Board meeting, provided that the appointment is made in writing and signed by the appointer and produced at or before the Board meeting to the chairman of the meeting. A person acting as a proxy shall count towards the quorum and shall have the right to exercise the vote of his or her appointer in addition to his or her voting rights as a Director if the proxy is himself or herself a Director.
12.6.2 Each proxy of an absent Director shall have full power and authority to represent and bind his or her appointer in all matters decided by the Board within the scope of the functions of the appointer.

12.7 Voting

At each Board meeting, each Director present in person or by proxy shall be entitled to one vote. The Chairman shall not have a second or casting vote.

12.8 Decision-Making

The Directors present at a meeting of the Board shall, having regard to the urgency of the matter in question and principles of good governance, use reasonable efforts to reach decisions by consensus, but this obligation shall not affect the right of any Director to vote against any matter being considered by the Board. Any Director who objects to the passing of a resolution on the grounds of illegality or otherwise shall make such objection known at the time of any vote on the relevant matter and the objection shall be noted in the minutes of such meeting.

12.9 Written Resolutions

A resolution in writing signed by all Directors shall be as valid and effectual as if it had been passed at a duly convened meeting of the Board. Such resolution in writing may consist of one or several documents in identical terms. All written resolutions shall be in both English and Chinese.

12.10 Observers

12.10.1 Any Director may invite the General Manager (if not also a Director) and any other Senior Management Personnel to attend Board meetings as observers, provided that they shall not be entitled to vote or count towards the quorum at any Board meeting.
12.10.2 Each Party may at its own cost designate a reasonable number of professional advisers and/or a reasonable number of its own senior business managers as it may deem necessary to attend a Board meeting as observers to provide assistance to the Directors appointed by it.

12.11 Minutes

The secretary of the Board shall be a Director appointed by the Board and shall cause to be produced and kept minutes of each Board meeting in both Chinese and English. Minutes of a Board meeting shall be

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circulated to all Directors at least three Business Days prior to the next Board meeting and shall be tabled at the next Board meeting for approval by the Board. Minutes of Board meetings shall be kept by the administration department of the Company and shall be made available to Directors upon request for review and duplication.

12.12 Conflicts of Interest

Each Party acknowledges that each Director is appointed by a Party to represent the interests of the Party that appointed him or her. That Director, in performing any of his or her duties or exercising any power, right or discretion as a Director in relation to the Joint Venture Company, shall be entitled to have regard to and represent the interests of the Party that appointed him or her and to act on the wishes of the Party that appointed him or her.

12.13 Compensation to Directors

The Directors shall not be entitled to any remuneration. The Joint Venture Company, however, shall reimburse their reasonable travel (including temporary lodging) expenses, expenses incurred in participating in a telephone or video conference call, or costs of translators when reasonably necessary.

12.14 Limitation of Liability of Directors

No Director shall have any personal liability for any act performed in his capacity as Director except for such acts as would constitute violations of the laws of any jurisdiction to which the Joint Venture Company or the relevant Board member is subject.

13. SUPERVISORS

13.1 Appointment and Term

13.1.1 The Joint Venture Company shall have one Supervisor and the Supervisor shall be nominated by In-Power.
13.1.2 A Supervisor may exercise all functions and powers set out in Section 13.2 below.
13.1.3 The Directors and the Senior Management Personnel of the Joint Venture Company may not serve concurrently as Supervisor.
13.1.4 A Supervisor shall be appointed for a term of three (3) years. A Supervisor may serve consecutive terms, if re-appointed.
13.1.5 A Supervisor may resign before the expiry of his or her term of service.

13.2 Duties and Powers

13.2.1 The Supervisor may exercise the following duties and powers:
(a) to monitor the financial affairs of the Joint Venture Company;
(b) to supervise the actions taken by the Directors and Senior Management Personnel of the Joint Venture Company in the exercise of their duties, and to put forward proposals in

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respect of the removal of any Director or Senior Management Personnel who violates any law, administrative regulation, the Articles or any Board resolution;

(c) to require any Director or Senior Management Personnel of the Joint Venture Company to rectify any act which causes harm to the interests of the Joint Venture Company;
(d) to propose to call interim meetings of the Board, and to call and preside over meetings of the Board when the Board does not exercise its function of calling and presiding over meetings of the Board, as prescribed in Relevant Laws and Regulations;
(e) to attend meetings of the Board as a non-voting attendee, and put forward proposals at such meetings;
(f) to initiate actions against the Directors and Senior Management Personnel of the Joint Venture Company in accordance with their duties and powers and with Relevant Laws and Regulations; and
(g) other duties as provided for by Relevant Laws and Regulations.

14. MANAGEMENT

14.1 Senior Management Personnel

Subject to Section 16.2.1, the appointment and removal of Senior Management Personnel of the Joint Venture Company shall take place in accordance with the following:

14.1.1 The General Manager of the Joint Venture Company shall be nominated by In-Power and appointed by the Board (including the vote of Loop Director). The term of appointment of a General Manager shall be three years unless he or she is dismissed from the position of General Manager according to his or her employment contract.
14.1.2 Either a Finance Director or a Chief Operating Officer shall be nominated by Loop and appointed by the Board (including the vote of Loop Director), and shall initially be Mr. Darren Z. Ready as Finance Director. The term of appointment of the Finance Director or Chief Operating Officer shall be three years unless he or she is dismissed from such position according to his or her employment contract. If Loop chooses to nominate the Finance Director, the Chief Operating Officer shall be nominated by In-power and vice versa.
14.1.3 The Human Resources Manager and IT Manager shall be nominated by In-Power and appointed by majority decision of the Board.
14.1.4 The Training Manager, Property Manager and Operations Manager shall be nominated by InPower and appointed by majority decision of the Board.
14.1.5 The Board may at its discretion appoint other Senior Management Personnel, including (but not limited to) a Deputy General Manager and a Sales Director.
14.1.6 Notwithstanding any other provision of this Section 14, the Board may remove and replace any Senior Management Personnel at any time, subject to the provisions of the employee handbook (if any), the employment contract of the relevant Senior Management Personnel and the

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requirements of Relevant Laws and Regulations. If the Board replaces any Senior Management Personnel in accordance with this Section 14.1.6, the Party entitled to recommend or nominate such Senior Management Personnel shall by notice to the Board recommend or nominate a successor, who shall be appointed in accordance with the terms of this Section 14.

14.1.7 Subject to any other relevant provision of this Agreement (including but not limited to this Section 14.1), the term of office for each of the Senior Management Personnel shall be two years. Upon expiry of his or her current term, Senior Management Personnel may be reappointed by the Board for a further term in accordance with the terms of this Section 14.

14.2 Remuneration of Senior Management Personnel

Subject to the terms of this Agreement, the Board shall set and approve the remuneration of the General Manager and Deputy General Manager.

14.3 Authority of General Manager

14.3.1 The General Manager shall have full authority to manage the Joint Venture Company during his or her term of employment in accordance with:
(a) Section 14.3.2 of this Agreement;
(b) the Articles;
(c) the current Three-Year Business Plan;
(d) the resolutions of the Board; and
(e) Relevant Laws and Regulations.
14.3.2 The General Manager shall be accountable to the Board and, subject to the terms of this Agreement and the Articles, shall exercise the following powers (which powers may be delegated to other Senior Management Personnel or other staff of the Joint Venture Company as the General Manager deems fit):
(a) to be in charge of the operations and day-to-day management of the Joint Venture Company and to organise the implementation of all resolutions of the Board;
(b) to operate the Joint Venture Company in accordance with the current Three-Year Business Plan as approved by the Board;
(c) to supervise the preparation of the budgets and the audited financial statements of the Joint Venture Company and to submit them to the Board for approval;
(d) to set the remuneration of Senior Management Personnel other than those referred to in Section 14.2;
(e) to recommend to the Board the engagement or dismissal of Senior Management Personnel other than those referred to in Section 14.2;

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(f) in accordance with Relevant Laws and Regulations, to engage or dismiss any staff (including secondees) other than Senior Management Personnel;
(g) if requested by a Director, to attend as a non-voting observer at a Board meeting in accordance with Section 12.10.1 (if the General Manager is not also a Director); and
(h) any other powers conferred by this Agreement, the Articles, the Board or Relevant Laws and Regulations.

15. ACCOUNTING AND FINANCE MANAGEMENT

15.1 Finance Director

The Finance Director shall be responsible for the financial management of the Joint Venture Company. The Finance Director shall report to the General Manager, shall be responsible for preparing the budgets and the financial statements of the Joint Venture Company, and (if required) shall assist the Board in the preparation of the Three-Year Business Plan.

15.2 Accounting requirements

15.2.1 The Joint Venture Company shall maintain complete, fair and accurate financial and accounting books and records satisfactory to the Parties and the Board in accordance with Relevant Laws and Regulations, PRC GAAP and, to the extent that a matter is not covered by PRC GAAP, in accordance with IFRS. Loop may also require the Joint Venture Company to prepare, at the Joint Venture Company’s cost, financial statements in accordance with IFRS, in any currency required by Loop, in English for the benefit of Loop. The Joint Venture Company’s accounts shall use the internationally adopted accrual basis and debit and credit accounting system.
15.2.2 Subject to Section 15.2.1, the accounting rules and procedures to be adopted by the Joint Venture Company shall be prepared by the Finance Director and submitted to the Board for approval.
15.2.3 RMB shall be used as the unit of account by the Joint Venture Company in its day-to-day financial accounting.
15.2.4 Financial statements and reports of the Joint Venture Company shall be made and kept in Chinese and English.
15.2.5 Accounting records, vouchers and books of the Joint Venture Company shall be kept in Chinese and translated into English at the request of Loop and at the Joint Venture Company’s cost.

15.3 Financial Information

The Finance Director shall prepare and submit to the Board and the Parties such information as they may reasonably request as soon as reasonably practicable after any such request, including without limitation, such monthly, quarterly and annual reporting and other information as either Party requires to prepare its monthly management accounts.

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15.4 Auditing and Internal Controls

15.4.1 The Auditor shall be a ‘big four’ international accounting and audit firm or a Chinese certified audit firm with similar rank in China which shall be agreed by both Parties and appointed by the Board (including the vote of Loop Director) in accordance with Section 10.2.4. The Auditor shall conduct an audit of the financial statements of the Joint Venture Company after the end of each Financial Year and produce an audit report and audited accounts of the Joint Venture Company within three months after the end of that Financial Year.
15.4.2 All financial and accounting records and statements shall require the approval and signature of both the Finance Director and General Manager.

15.5 Access to Information and Independent Audit

15.5.1 Either Party may, at any time and with no prior notice, require the Joint Venture Company to make available its books and records to duly authorised representatives of the Party for inspection, examination, audit and copying at the expense of such Party any time during normal business hours of the Joint Venture Company.
15.5.2 Either Party may itself or through an independent auditor conduct an independent audit of the Business and operations of the Joint Venture Company at its own cost upon reasonable notice to the Joint Venture Company and the other Party. The Joint Venture Company shall ensure that all reasonable assistance and access to records and documents are provided to the auditing Party.

15.6 Bank Accounts

After the Establishment Date, the Joint Venture Company shall, subject to the approval of SAFE, maintain a foreign exchange capital account and an RMB current account at such bank or financial institution as may be approved by the Board from time to time provided that, in the case of the Joint Venture Company’s foreign exchange account, the bank or financial institution is a designated foreign exchange bank and is authorised to accept foreign exchange deposits in the PRC.

16. LABOUR MANAGEMENT

16.1 Compliance with Law

All matters relating to the recruitment, employment, dismissal, resignation, wages, labour protection, social security payments, welfare benefits and labour discipline of the staff of the Joint Venture Company shall be dealt with in accordance with Relevant Laws and Regulations.

16.2 Recruitment and Secondment

16.2.1 The Joint Venture Company shall give full consideration to any suitably qualified staff nominated by a Party or any of its Affiliates with a view to arranging his or her appointment by the Joint Venture Company.
16.2.2 Subject to the approval of the Board, either Party may arrange for its employees or employees of its Affiliates to be seconded to the Joint Venture Company from time to time for such period and on such terms as the Board may approve.

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16.2.3 Notwithstanding Section 16.2.1 and Section 16.2.2, the Joint Venture Company shall not be obliged to employ any staff from either Party or any of their Affiliates and shall endeavour to recruit and retain staff with the mixture of experience and expertise best suited to ensuring the commercial success of the Joint Venture Company.
16.2.4 The Joint Venture Company shall enter into a labour contract with each staff member employed by it under this Section 16.2, the terms of which shall be in accordance with Relevant Laws and Regulations.

16.3 Responsibility

16.3.1 Each Party shall procure that all staff members seconded by it to the Joint Venture Company shall act in the best interests of the Joint Venture Company.
16.3.2 The Joint Venture Company shall be responsible for remunerating each person seconded to the Joint Venture Company or employed by the Joint Venture Company under Section 16.2.
16.3.3 The Joint Venture Company shall pay all social security contributions which it is required to pay on behalf of or in relation to its employees under Relevant Laws and Regulations. Social security and similar payments in respect of staff seconded by a Party under Section 16.2.2 shall be paid by the seconding Party.

17. TAX AND PROFIT DISTRIBUTION

17.1 Tax

17.1.1 The Joint Venture Company shall pay tax in accordance with Relevant Laws and Regulations.
17.1.2 The Parties shall procure that the Joint Venture Company shall use its best endeavours to obtain the most preferential tax treatment obtainable under Relevant Laws and Regulations and relevant policies of Government Authorities from time to time.

17.2 Profit Distribution

17.2.1 In each Financial Year, the Joint Venture Company shall set aside such amount as is determined by the Board in accordance with Relevant Laws and Regulations for allocation to the reserve fund, the enterprise development fund and the bonus and welfare fund for staff and workers in accordance with Relevant Laws and Regulations.
17.2.2 The Joint Venture Company may not distribute profits to the holders of Equity Interests in any year unless any losses incurred in previous years have been made up. After any such losses have been made up, the Joint Venture Company may distribute any remaining undistributed profits from previous years together with profits of the current year.
17.2.3 Subject to Sections 17.2.1 and 17.2.2, the Joint Venture Company shall, after making reasonable provision in accordance with Section 17.2.1 as may be determined by the Board (including the vote of Loop Director), distribute to the Parties such amount of the Joint Venture Company’s profits lawfully available for distribution (“ Distributable Profits ”) in each Financial Year in accordance with the relative Equity Interests of the Parties.

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17.3 Use of Reserve Fund and Enterprise Development Fund

The reserve fund and the enterprise development fund referred to in Section 17.2.1 may be used to make up losses of the Joint Venture Company and, with the consent of the Administrative Authority, to increase the capital of the Joint Venture Company for expansion of its activities.

18. FOREIGN EXCHANGE

18.1 General Provisions

The Joint Venture Company shall conduct any foreign exchange transactions in accordance with Relevant Laws and Regulations. The Joint Venture Company shall, as soon as reasonably practicable after the Establishment Date, apply to SAFE for a foreign exchange registration.

18.2 Foreign Exchange Capital Contributions

Subject to Relevant Laws and Regulations, any capital contribution made by Loop in foreign currency shall be deposited in a foreign currency capital account and kept in foreign currency.

18.3 Payments to Loop

18.3.1 To the extent permitted by Relevant Laws and Regulations, all payments from the Joint Venture Company to Loop or its Affiliates pursuant to this Agreement shall be made in Canadian dollars or such other currency as is determined by Loop from time to time.
18.3.2 The Joint Venture Company shall purchase such foreign exchange as may be determined by Loop from time to time for remittance of any profit to be distributed to, and any capital to be recovered by, Loop in an account designated by Loop outside the PRC. For this purpose, all exchange and remittance expenses shall be borne by Loop.

19. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION

19.1 Confidentiality

19.1.1 In consideration of an Information Provider disclosing Confidential Information to it, each Party in its capacity as a Recipient agrees:
(a) to treat the Confidential Information as secret and confidential;
(b) not to disclose the Confidential Information to any person except as permitted under this Section 19;
(c) only to use or reproduce the Confidential Information for the sole purpose of the Business; and
(d) upon request by an Information Provider, promptly to provide an accurate list of all Representatives and other legal and natural persons to whom Confidential Information has been disclosed.
19.1.2 This Section 19 does not prohibit the disclosure by a Recipient of Confidential Information:

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(a) to a Representative on a need-to-know basis for the sole purpose of the Business, provided that the Recipient shall ensure that any Representative to whom it makes such disclosure shall observe the provisions of this Section 19 as if he was the Recipient and the Recipient shall accept liability to the relevant Information Provider for any failure of the Representative to do so; or
(b) in respect of which the relevant Information Provider has given its prior written consent; or
(c) pursuant to a court order, applicable law, the legal request of a governmental or regulatory body with jurisdiction over the Recipient, or the rules of a stock exchange but only to the extent so ordered or required and provided that the Recipient has, as far as reasonably practicable, given prior notice to the relevant Information Provider.
19.1.3 This Agreement does not prohibit the disclosure by a Party of Confidential Information for the sole purpose of a proposed transfer of its Equity Interest, provided that:
(a) that Party has obtained the prior written consent of the other Party to the transfer of its Equity Interest, in accordance with Section 24.2;
(b) that Party has given prior written notice of such proposed disclosure to the other Party, including particulars of the prospective transferee in reasonable detail; and
(c) that Party shall procure that the prospective transferee, prior to being disclosed such information, shall execute a confidentiality agreement in a form agreed by the Parties (acting reasonably), undertaking to each Party and the Joint Venture Company to keep the information confidential.
19.1.4 Within 10 Business Days from the date on which it ceases to hold any Equity Interest, the Recipient shall:
(a) destroy all Confidential Information in its possession or under its control; and
(b) certify that it has so destroyed all Confidential Information,

provided that the destruction of Confidential Information shall not release any Party from its obligations under this Section 19.

19.2 Non-Competition

19.2.1 Neither In-Power and its Controlling Shareholder nor, subject to Section 7.5.3, Loop and its Controlling Shareholder shall, directly or indirectly (other than through the Joint Venture Company):
(a) sell or service Fuel Cell Stacks or Range Extender Units to or for JV Exclusive Clients for bus, truck or heavy-duty vehicle applications; or
(b) (i) own, manage or Control, (ii) serve as a director, shareholder, partner, agent or advisor or singular capacity in, or (iii) have any financial interest in, any Person that is engaged in

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selling or servicing Fuel Cell Stacks or Range Extender Units to or for JV Exclusive Clients for bus, truck or heavy-duty vehicle applications.

19.2.2 The restriction in Section 19.2.1(b) is subject to the exception that In-Power and its Controlling Shareholder taken together and Loop and its Controlling Shareholder taken together may each own a non-Controlling interest of not more than in any such Person whose equity securities are listed on a securities exchange.
19.2.3 In-Power shall cause its Controlling Shareholder to comply with this Section 19.2 and, in case of a breach by Controlling Shareholder of In-Power of this Section 19.2, In-Power shall be liable towards Loop and the Joint Venture Company as if In-Power itself breached this Section 19.2.
19.2.4 Loop shall cause its Controlling Shareholder to comply with this Section 19.2 and, in case of a breach by Controlling Shareholder of Loop of this Section 19.2, Loop shall be liable towards InPower and the Joint Venture Company as if Loop itself breached this Section 19.2.
19.2.5 Upon the request of In-Power (to be made only when In-Power suspects that Loop or Controlling Shareholder of Loop has breached or is breaching this Section 19.2), Loop shall permit, during normal business hours, representatives of a reputable and independent accounting or law firm, selected by In-Power to have access to management and all such records of Loop or its Controlling Shareholder as may be reasonably necessary to verify compliance by Loop and its Controlling Shareholder with this Section 19.2. In connection with such inspection the representatives will enter into a customary non-disclosure agreement.

Any such review shall be at the expense of In-Power, except that if any such inspection, as confirmed by a finding pursuant to an arbitration conducted pursuant to Section 29.2, reveals that any of Loop or its Controlling Shareholder has failed to comply with Section 19.2, or if Loop or the Controlling Shareholder thereof admits in writing such failure to comply, then in addition to any other decision or award made pursuant to Section 29.2, the expense of such audit shall be borne promptly by Loop.

19.2.6 Upon the request of Loop (to be made only when Loop suspects that In-Power or Controlling Shareholder of In-Power has breached or is breaching this Section 19.2), In-Power shall permit, during normal business hours, representatives of a reputable and independent accounting or law firm, selected by Loop to have access to management and all such records of In-Power or its Controlling Shareholder as may be reasonably necessary to verify compliance by In-Power and its Controlling Shareholder with this Section 19.2. In connection with such inspection the representatives will enter into a customary non-disclosure agreement.

Any such review shall be at the expense of Loop, except that if any such inspection, as confirmed by a finding pursuant to an arbitration conducted pursuant to Section 29.2, reveals that any of InPower or its Controlling Shareholder has failed to comply with Section 19.2, or if In-Power or the Controlling Shareholder thereof admits in writing such failure to comply, then in addition to any other decision or award made pursuant to Section 29.2, the expense of such audit shall be borne promptly by In-Power.

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19.3 Non-solicitation

19.3.1 The Parties shall not, In-Power shall cause the other In-Power Persons not to, and Loop shall cause the other Loop Persons not to, without the prior written approval of the other Party, directly or indirectly solicit any individual who is an employee of the Joint Venture Company.
19.3.2 The Joint Venture Company shall not, without the prior written approval of In-Power or Loop, respectively, directly or indirectly solicit any individual who is an employee of an In-Power Person or a Loop Person, respectively.

19.4 Damages not an Adequate Remedy

Without prejudice to any other rights or remedies of either Party, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Section 19 and the remedies of prohibitory injunctions and other relief are appropriate and may be sought for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of any Party’s rights under this Section 19.

19.5 Survival

The provisions of this Section 19 shall survive for Three years after the expiry or early termination of this Agreement.

19.6 Public Announcement

19.6.1 Neither Party shall make any announcement or disclosure to the media on any matter concerning any Transaction Agreement or the transactions contemplated in any such document without the prior written consent of the other Party (which consent shall not be unreasonably withheld) save where required by Relevant Laws and Regulations, the legal request of a governmental or regulatory body with jurisdiction over the Party concerned, the rules of a relevant stock exchange or the request of the stock exchange.
19.6.2 If a Party is required by Relevant Laws and Regulations, the lawful request of a governmental or regulatory body with jurisdiction over it, the rules of a relevant stock exchange or the request of the stock exchange to announce or disclose any matter concerning any Transaction Agreement or the transactions contemplated in it, then, as far as reasonably practicable, such Party shall discuss with the other Party before making such announcement or disclosure.
19.6.3 If a Party or one of its Affiliates intends to proceed with an initial public offering, or if one a Party’s direct or indirect shareholders intends to proceed with an initial public offering that would cause the Joint Venture Company to constitute a Related Party of the listed company, then such Party shall promptly notify the other Party.

19.7 Employment Contracts

Relevant provisions on the protection of Confidential Information shall be included in each of the Joint Venture Company’s employment contracts with its employees.

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20. INTELLECTUAL PROPERTY

20.1 Use of Loop Name

Loop hereby authorizes the Joint Venture Company to include the name “Loop” in English and “路普” in Chinese in its company name on a free-of-charge, non-exclusive, non-transferable, non-sublicensable basis. The Joint Venture Company is not authorized to use “Loop” or “路普” for any other purposes.

20.2 Use of In-Power Name

In-Power hereby authorizes the Joint Venture Company to include the name “In-Power” in English and “ 英博 ” in Chinese in its company name on a free-of-charge, nonexclusive, non-transferable, nonsublicensable basis. In-Power may issue to the Joint Venture Company requirements for the use of such names and the Joint Venture Company shall comply with such requirements. The Joint Venture Company is not authorized to use “In-Power” or “英博” for any other purposes.

20.3 Use of Intellectual Property Rights by Joint Venture Company

Each Party shall use its best endeavours to procure that the Joint Venture Company:

20.3.1 uses all Intellectual Property Rights which relate to the Business (“ Business IP ”) solely for the benefit of the Joint Venture Company and not for any other purposes;
20.3.2 promptly notifies each Party of any circumstance coming to the attention of the Joint Venture Company, any Director or any employee of the Joint Venture Company which may constitute an infringement of any Business IP;
20.3.3 does not do anything which, in the opinion of a Party, may bring the interests of such Party or any of its Affiliates into disrepute or damage the interests of such Party or any of its Affiliates in any way; and
20.3.4 takes such action in relation to the use of Business IP owned by a Party as that Party may require in connection with the protection of that Business IP or any infringement in relation to the Business IP.

20.4 Intellectual Property Rights Agreement

The use by the Joint Venture Company of Intellectual Property Rights belonging to Loop shall be governed by the Technology License Agreement and, to the extent applicable, the Supply Agreement.

20.5 Joint Venture Company’s Intellectual Property

20.5.1 The Joint Venture Company is entitle to register for its own Intellectual Property Rights according to relevant laws and regulations. Any Intellectual Property Rights (other than those owned or licensed by a Party or any third party) arising in the course of the Joint Venture Company’s activities or developed by the Joint Venture Company shall belong to the Joint Venture Company, subject to the terms of the Technology License Agreement to the extent provided therein. The Joint Venture Company has the right to grant license to its subsidiaries over such Intellectual Property Rights, subject to the terms of the Technology License Agreement to the extent provided therein.

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20.5.2 The Parties shall procure that the Joint Venture Company grants a new license over such Intellectual Property Rights to each Party.
20.5.3 The Parties shall use their best endeavours to procure that all employees of the Joint Venture Company will enter into definitive employment contracts which shall include customary and reasonable confidentiality, non-competition and invention assignment provisions, so as to ensure that as far as possible under Relevant Laws and Regulations, the benefit of all inventions by the employees of the Joint Venture Company shall be reserved to, and shall be the property of, the Joint Venture Company.

20.6 Savings and Exclusions

20.6.1 Unless otherwise in accordance with a separate contract entered into with the other Party, including but not limited to the Technology License Agreement, neither Party shall, as a result of the entering into this Agreement, (i) acquire any rights in relation to any part of the names, marks or get up of the other Party or any of its Affiliates (either alone or in conjunction with or as a constituent part of any name, mark or get up); or (ii) acquire any Intellectual Property Rights owned, developed or created by the other Party or by any of its Affiliates including rights to reproduce or use any part of the other Party or its Affiliates’ names, marks or get up in any of its advertising, publicity or promotional activities; or (iii) be deemed to have been given any express or implied endorsement by the other Party or any of its Affiliates of its products or services.
20.6.2 If there is any inconsistency between this Section 20 and the Technology License Agreement or any relevant licence agreement entered into between either of the Parties and the Joint Venture Company, the terms of the Technology License Agreement or the relevant licence agreement, as applicable, shall prevail.

21. SITE ACCESS

21.1 Leasing of Site

The Site where the Operation is to be constructed shall be leased by the Joint Venture Company from to the Joint Venture Company pursuant to a lease agreement without charge (the “Lease Agreement”). The Joint Venture Company shall register the Lease Agreement with the local land and real estate administration authority to the extent required under the Relevant Laws and Regulations.

21.2 Access to the Site

During the Term, each Party shall cause the Joint Venture Company to grant to the other and its respective representatives, a license to enter the Site during normal business hours of the Joint Venture Company, without prior notice, to observe the Business and exercise such rights as either Party has pursuant to the Ancillary Agreements.

22. JOINT VENTURE TERM

22.1 Joint Venture Term

The Joint Venture term shall be ten (10) years from the Establishment Date (the “ Term ”).

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22.2 Extension of Joint Venture Term

Subject to approval by the Board (including the vote of Loop Director), the Parties may file an application with the Administrative Authority to extend the Joint Venture Term at least six (6) months prior to the expiry of the Joint Venture Term. At the latest one year before the said expiration, unless either Party indicates that it does not intend to extent the Joint Venture Term, the Parties shall enter into negotiations with regard to an extension of the Term.

23. TERMINATION

23.1 Termination upon Expiry of Joint Venture Term

Unless terminated earlier in accordance with its terms, this Agreement shall terminate upon the expiry of the Joint Venture Term with the exception of any terms of this Agreement which are expressed as surviving such expiry.

23.2 Termination in Other Circumstances

23.2.1 The Agreement may only be terminated unilaterally by either Party (or by one of the Parties only if set out specifically below) prior to its stated expiration date by written notice to the other Party if one or more of the following conditions arises:
(a) if the Joint Venture Company is unable to maintain in full force and effect all Permits necessary for its valid existence and conduct of the Business (unless such Permits can be re-obtained within five (5) months from their revocation, termination or expiry);
(b) if there is a material breach by one Party (or one of its Affiliates) of its obligations under this Agreement or any Ancillary Agreement that is not cured or remedied within sixty (60) days of receiving written notice from the other Party of such breach (but then only the non-breaching Party may terminate the Agreement);
(c) if the Joint Venture Company is unable to continue operations for a continuous period of six (6) months due to a Force Majeure Event in accordance with Section 26 of this Agreement;
(d) if the Joint Venture Company suffers losses for any three consecutive years which exceed by more than 50% the losses anticipated in the Three Year Business Plan;
(e) if either Party becomes bankrupt or is the subject of proceedings for liquidation or dissolution (but only the other Party may terminate this Agreement);
(f) if a substantial part of the assets of the Joint Venture Company are expropriated or requisitioned (unless such assets are released to the Joint Venture Company within five (5) months from their expropriation or requisition);
(g) if the Joint Venture Company is unable to obtain foreign exchange to make necessary payments to or distribute profits to Loop (but Loop only has the right to terminate this Agreement);

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(h) in case of a situation as described in Section 27.2.6(b) (but only the non-adversely affected Party has the right to terminate this Agreement); or
(i) if the Site referred to in Section 21.1 is transferred to a third party as a result of the enforcement of any mortgage granted by the owner thereof and the Joint Venture Company cannot find another site to conduct its business (but only Loop has the right to terminate this Agreement).
23.2.2 Subject to Section 23.2.5, in case of termination in accordance with Section 23.2.1, each Party shall be deemed to have approved, and shall cause as soon as practicable its appointed Directors to vote in favor of, such termination and of submitting an application for dissolution of the Joint Venture Company to the competent examination and Administrative Authority of the PRC government for approval.
23.2.3 Termination of the Agreement shall be without prejudice to the rights and obligations of the Parties accrued prior to the termination, including, but not limited to, claims of damages directly caused by the failure of a Party to fulfill its obligations under this Agreement.
23.2.4 This Agreement shall automatically terminate if a Party becomes a 100% shareholder of the Joint Venture Company.
23.2.5 If this Agreement is terminated by either Party on the basis of Section 23.2.1(e), then such Party shall have the right to purchase the Interest of the other Party (the “ Insolvent Party ”) at a price equal to the fair market value of the Interest on the day that the termination notice has been sent as calculated by the Independent Appraiser.

The “ Independent Appraiser ” shall be:

(a) the Joint Venture Company’s Auditor referred to in Section 15.4.1; or
(b) if the Joint Venture Company’s Auditor is unwilling or unable to perform such calculation within fifteen (15) Business Days from non-Insolvent Party’s request to perform such valuation, by a registered Chinese certified public accountant of a reputable and international accounting firm jointly selected by the Parties; or
(c) if the Parties are unable to reach an agreement on the selection of the certified public accountant within five (5) Business Days from the first written proposal made by the nonInsolvent Party, by a registered Chinese certified public accountant of a reputable and international accounting firm appointed, at the request of the non-Insolvent Party, by the Chinese Institute of Certified Public Accountants.

The Independent Appraiser shall conduct a valuation of the Insolvent Party’s Interest using a multi-criteria valuation method commonly used in international practice in valuing enterprises in the Joint Venture Company’s industry on a going concern basis (which shall include at least a discounted cash flow analysis in combination with a peer group trading and transaction multiples (if available) analysis).

The non-Insolvent Party shall request the Independent Appraiser to complete the valuation of the Insolvent Party’s Interest within fifteen (15) Business Days. Such decision by the Independent

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Appraiser shall be binding save for manifest error. The non-Insolvent Party shall bear the fees and expenses of the Independent Appraiser.

If the non-Insolvent Party does not exercise such right of purchase at the time of its notification of termination to the Insolvent Party, the Parties shall cause the Joint Venture Company to go into liquidation in accordance with Section 25.1.

23.2.6 Upon expiration or termination of this Agreement, the relevant provisions of this Agreement shall remain applicable up to the final settlement of any claims arising from or in connection with this Agreement, and those provisions expressly stipulated to survive the expiration and termination shall continue to be effective thereunder.

23.3 Continuation of Ancillary Agreements

23.3.1 If Loop acquires In-Power’s Interest in accordance with Section 11.3 or Section 23.2.5, In-Power shall, at Loop’s request, provide transition services for a reasonable transition period (maximum six (6) months) to allow Loop and the Joint Venture Company to prepare to operate the Joint Venture Company’s Business on a stand-alone basis.
23.3.2 If In-Power acquires Loop’s Interest in accordance with Section 11.3 or Section 23.2.5 Loop shall, at In-Power’s request, provide transition services for a reasonable transition period (maximum six (6) months) to allow In-Power and the Joint Venture Company to prepare to operate the Joint Venture Company’s Business on a stand-alone basis. In addition, the Technology License Agreement and the Supply Agreement shall continue in accordance with theirs terms.

24. TRANSFERS OF EQUITY INTERESTS

24.1 Restrictions

24.1.1 During a period starting on the date of this Agreement and ending after the date of issuance of the Business License to the Joint Venture Company (the “ Lock-up Period ”), neither Party may directly or indirectly, sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber (a “ Transfer ”) all or any part of its Equity Interest to any Person without the written consent of the other Party.
24.1.2 After the Lock-up Period, a Transfer by a Party of Equity Interest shall only be permitted in accordance with the provisions of this Agreement.
24.1.3 For the purpose hereof, a Transfer of shares, partnership or other ownership interest in a Party or in a direct or indirect holding corporation of a Party which results in the ownership or control of such Party’s Equity Interest being held by a third party, shall be deemed to be a Transfer by such Party of its Equity Interest, and the provisions of this Section 24 shall apply, mutatis mutandis . The purpose and intent of the preceding sentence is to ensure that no indirect transaction is entered in to by either of the Parties with respect to all or any part of the shares, partnership or other ownership interest in such Party or in a direct or indirect holding corporation of such Party as an indirect means of avoiding the restrictions set out in this Section 24 with respect to the Transfer by a Party of its Equity Interest.

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24.2 Permitted Transfers

The restriction set out in Section 24.1 shall not apply to the following Transfers (each, a “ Permitted Transfer ”):

(a) Transfer of an Equity Interest by either Party to an Affiliate (including but not limited to its parent company or in a direct or indirect holding corporation or other shareholder of its parent company) subject to the following conditions:
(i) prior to the proposed Transfer:
- (1) such transferring Party shall have informed the other Party of such Transfer and substantiated that the transferee constitutes an Affiliate of the transferring Party; and
- (2) such Affiliate shall have agreed in writing to be bound by the obligation to re-transfer the interest to the relevant Party or an Affiliate thereof upon it ceasing to be an Affiliate of the relevant Party; and
(ii) the relevant transferring Party shall cause such Affiliate to re-transfer the relevant interest to it forthwith upon the initial transferee ceasing to be an Affiliate of such Party;
(b) Transfer by either Party to a third party of all (but not part) of its Equity Interest provided:
(i) such Transfer is made in the context or as a consequence of a sale or spin-off of, or a similar transaction involving, all or substantially all of the Party’s fuel cell activities; and
(ii) prior to such Transfer, the transferee agrees in writing to be bound by all the terms of this Agreement.

In case of such a Transfer, the transfer Party must notify the other Party in writing thirty (30) days before such Transfer, specifying the identity, including the name and legal address, of the transferee, as well as the name, position, nationality and address of the legal representative of the transferee, as applicable; and

24.3 Right of First Offer

24.3.1 If, after the Lock-up Period, a Party wishes to Transfer all or part of its Equity Interest (the “ Transferring Party ”) to any Person other than pursuant to Section 24.2 (the “ Potential Transferee ”), the Transferring Party shall give prior written notice (the “ Transfer Notice ”) to the other Party (the ‘‘ Non-Transferring Party ”), with a copy to the Board, containing an offer to sell the Equity Interest offered by the Transferring Party to the Non-Transferring Party (the “ Offered Equity Interest ”) (such Transfer, the “ Proposed Transfer ”).

The Transfer Notice shall include the following information: (a) the price for the Offered Equity Interest in cash; and (b) any other terms of the proposed Transfer of the Offered Equity Interest.

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The Transfer Notice shall constitute a binding and irrevocable offer from the Transferring Party to the Non-Transferring Party to sell the Offered Equity Interest at the terms set out in the Transfer Notice.

24.3.2 The Non-Transferring Party has the right to purchase (the ‘‘ Right of First Offer ”) all (but not part) of the Offered Equity Interest at the terms set out in the Transfer Notice.
24.3.3 The Non-Transferring Party shall, no later than fifteen (15) Business Days following receipt of the Transfer Notice (the “ ROFO Cut-Off Date ”), notify the Transferring Party in writing, with a copy to the Board, whether or not it exercises its Right of First Offer.
24.3.4 Upon exercise by the Non-Transferring Party of its Right of First Offer, the Parties shall perform, and shall cause their appointed Directors to perform and approve, all required formalities to duly Transfer, and perfect the Transfer (including payment of the consideration) of, the Offered Equity Interest within fifteen (15) Business Days from the later date of the notice to the Transferring Party that the Non-Transferring Party exercises its Right of First Offer. The Parties shall cause such approvals to be applied for promptly. Title to the relevant Equity Interest shall pass upon payment of the consideration.
24.3.5 If the Non-Transferring Party elects not to exercise the Right of First Offer, or if no notice of exercise of the Right of First Offer is made at the latest on the ROFO Cut-Off Date or if, following exercise of the Right of First Offer, the Transfer of the relevant Equity Interest is not completed within the time limit provided in Section 24.3.4 due to a default by the Non-Transferring Party, the Transferring Party shall be entitled to solicit offers from third party Potential Transferees to acquire (all but not part of) the Offered Equity Interest during a period of 180 calendar days from, as applicable, the ROFO Cut-Off Date or the expiry of the time limit provided in Section 24.3.4. The Board, acting reasonably and in good faith, shall decide upon the scope of the information about the Joint Venture Company that the Transferring Party may provide to the Potential Transferee beforehand, and on the terms of non-disclosure and non-use to be imposed on the Potential Transferee in this regard.

24.4 Assumption of Obligations

As a condition to any Transfer made in accordance with this Section 24, any transferee, whether or not an Affiliate, shall execute a document of accession and ratification of this Agreement, including the Articles of Association.

24.5 Completion of Transfers

24.5.1 The Parties shall promptly execute such legal documentation and take such steps as are required to apply for all necessary approvals from any Government Authority in connection with a transfer of Equity Interests in accordance with this Section 24.
24.5.2 Without limiting the generality of Section 24.5.1, for the purposes of a transfer of Equity Interests in accordance with the provisions of this Section 24, each Party shall:
(i) procure that each Director appointed by it will vote in favour of a resolution of the Board approving the transfer;

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(ii) agree to amend this Agreement and the Articles to reflect the transfer and execute a document setting out such amendments;
(iii) waive its pre-emptive rights in relation to such transfer in writing in such form as may be required by the Administrative Authority;
(iv) consent in writing to the transfer of equity interests agreement or any similar document setting out the terms of the transfer of Equity Interests which has been entered into by the Parties to such transfer;
(v) enter into or sign such other documents or applications as may be required to be submitted to any Government Authority in relation to the transfer;
(vi) co-operate in the obtaining of all necessary approvals of any Government Authority of the transfer; and
(vii) provide all other assistance reasonably necessary for completion of the transfer.

24.6 Consequences of Transfers

Without prejudice to any antecedent rights, this Agreement shall cease to have effect as regards any Party which ceases to hold any Equity Interest, except for those Sections which are expressed to continue in force after termination of this Agreement.

24.7 Waiver

Notwithstanding any other provision of this Agreement, either Party may, at its sole discretion, waive any of its rights under this Section 24.

24.8 Notices

The Parties shall keep the Joint Venture Company informed, at all times, of the issue and contents of any written consent or other notice sent pursuant to this Section 24 and any election or acceptance relating to any such consent or notice.

25. DISSOLUTION, LIQUIDATION AND CONVERSION TO WFOE OR DOMESTIC CHINESE COMPANY

25.1 Termination of this Agreement

If this Agreement is terminated for any reason (other than the transfer of one Party’s entire Equity Interest to the other Party), each Party shall procure that the Directors appointed by it under this Agreement shall vote in favour of, and apply to the Administrative Authority for, the liquidation and dissolution of the Joint Venture Company.

25.2 Mode of Liquidation

25.2.1 At the latest fifteen (15) calendar days following approval and registration of the dissolution application in accordance with Section 23.2.2 or Section 25.1, the Board shall appoint a liquidation committee (the “ Liquidation Committee ”).

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25.2.2 The Liquidation Committee shall consist of three (3) members, of which two (2) members shall be nominated by In-Power and one (1) member by Loop. Members of the Liquidation Committee may be Directors or senior management personnel of the Joint Venture Company, the Parties or their respective Affiliates or third party professionals. All decisions of the Liquidation Committee shall, after consultation, be decided by a majority of more than 50% of its members.
25.2.3 The Liquidation Committee shall conduct a thorough check of the assets and liabilities of the Joint Venture Company, on the basis of which it shall formulate a liquidation plan, which, if approved by the Board, shall be implemented under the Liquidation Committee’s supervision.
25.2.4 During the process of liquidation and for the purpose of the liquidation, the Liquidation Committee shall be the authorized representative of the Joint Venture Company.
25.2.5 The Joint Venture Company shall be liable for its debts with all its assets.
25.2.6 The remaining assets after the clearance of debts shall be distributed between the Parties according to the proportion of each Party’s share in the Registered Capital at the time; all payments to be made to Loop shall be made in foreign currencies if requested by Loop and all payments to In-Power shall be made in RMB.

25.3 Conversion to WFOE or Domestic Chinese Company

In the event of the transfer of either Party’s entire Equity Interest to the other Party, each Party shall procure the Directors appointed by it under this Agreement to take all actions necessary to convert the Joint Venture Company into a wholly foreign-owned enterprise or a domestic Chinese company (as applicable).

26. FORCE MAJEURE

26.1 Relief from Liability

A Party shall not be liable for any delay in or failure of performance of any of its obligations under this Agreement if:

(i) such delay or failure arises from a Force Majeure Event;
(ii) it has taken all reasonable measures to avoid or minimise the delay or the impact of the failure; and
(iii) the Party claiming the occurrence of a Force Majeure Event has promptly given notice to the other Party of the nature of the Force Majeure Event, an estimate of the duration of the Force Majeure Event and the probable extent to which that Party shall be unable to observe or perform its obligations under this Agreement and has provided proof and relevant certificates certifying the existence of the Force Majeure Event within a reasonable time, in accordance with Relevant Laws and Regulations.

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26.2 Shortage of Funds

Notwithstanding Section 26.1, a shortage of available funds shall not, under any circumstances, constitute a Force Majeure Event in relation to any Party.

27. APPLICABLE LAW

27.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the published laws and regulations of the PRC. Where there is no published Relevant Laws and Regulations on the subject, international practice and internationally recognised legal principles shall prevail.

27.2 Effect of New Laws or Interpretation

27.2.1 If, after the signing of this Agreement, new laws, regulations, rules or measures are promulgated or any laws, regulations, rules or measures are revised or cancelled, or such laws, regulations, rules or measures are interpreted or implemented differently than before, by the PRC government or its judicial system (whether at the central, provincial, municipal or local level), which render the Joint Venture Company or any Party hereto to receive a more favorable treatment than that provided for hereunder (without adversely affecting one or both Parties), the Joint Venture Company and the Party concerned may immediately apply for such favorable treatment. The Joint Venture Company and the Parties hereto shall make their best endeavors to cause such application to be approved.
27.2.2 If, after the signing of this Agreement, new laws, regulations, rules or measures are promulgated or any laws, regulations, rules or measures are modified or cancelled, or such laws, regulations, rules or measures are interpreted or implemented differently than before, by the PRC government or its judicial system (whether at the central, provincial, municipal or local level), which render one Party hereto to sustain a material loss in economic benefits provided for in this Agreement, both Parties hereto shall, within ninety (90) days after the occurrence of any of the events described above, jointly decide whether:
(a) to continue the joint venture under this Agreement without adjustments or modifications; or
(b) to make necessary adjustments and modifications to this Agreement to ensure to the extent possible that the economic benefits enjoyed by the adversely affected Party are no less than those such Party would otherwise have enjoyed hereunder if the promulgation, modification or cancellation of such laws, regulations, rules or measures had not taken place or such interpretation or implementation had not occurred, or to otherwise provide for an equitable sharing of the effects of such promulgation, modification, or cancellation, interpretation, or implementation of such laws, regulations, rules or measures.
27.2.3 If, after the occurrence of any of the events set out in Section 27.2.2 above, no agreement is reached within such ninety (90) day period, the adversely affected Party shall have the right, to the extent permitted under PRC law, to request the other Party to purchase its equity interest in the Joint Venture Company at such price as determined in accordance with Section 27.2.4.

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27.2.4 The Parties shall endeavor to agree on a reasonable purchase price. If the Parties cannot agree, in their sole discretion, on such price within fifteen (15) Business Days after the adversely affected Party’s request to initiate discussions, the fair market value of the adversely affected Party’s equity interest shall be determined by:
(a) a registered Chinese certified public accountant of a reputable and international accounting firm jointly selected by the Parties, or
(b) if the Parties are unable to reach an agreement on the selection of the certified public accountant within five (5) Business Days from the first written proposal made by the adversely affected Party, by a registered Chinese certified public accountant of a reputable and international accounting firm appointed, at the request of the -adversely affected Party, by the Chinese Institute of Certified Public Accountants.
27.2.5 Such Person shall conduct a valuation of the Joint Venture Company using a multi-criteria valuation method commonly used in international practice in valuing enterprises in the Joint Venture Company’s industry on a going concern basis (which shall include at least a discounted cash flow analysis in combination with a peer group trading and transaction multiples (if available) analysis). The adversely affected Party shall instruct such Person to complete the valuation of the Joint Venture Company within fifteen (15) Business Days from his appointment. Such Person’s valuation shall be binding save for manifest error.
27.2.6 The non-adversely affected Party may then, at its option:
(a) purchase the equity interest of the adversely affected Party at such value as determined under the terms of Section 27.2.4; or
(b) cause a dissolution of the Joint Venture Company under the terms of Section 23.2.1(h) of this Agreement.

28. CONSEQUENCES OF BREACH

28.1 Liability for Breach

A Party who fails to fulfill all or part of its obligations under this Agreement or whose representations made in Section 8 fail to be correct or who fails to uphold the minimum requirements of Relevant Laws and Regulations shall be liable to compensate to the Joint Venture Company as well as to the other Party for any losses, damages, costs, expenses, liabilities or claims directly caused by such failure. Should such failure be attributable to the fault of both Parties, they shall be liable therefore according to their respective degree of fault. However, neither Party shall be liable to the other for any indirect, punitive, special or consequential damages other than for a breach of obligations related to the covenants set forth herein not to compete or solicit and not to use or disclose confidential information under Section 19.

28.2 Survival of Rights and Liabilities

Termination of this Agreement or dissolution of the Joint Venture Company for any cause shall not release a Party from any liability (whether for breach of contract or otherwise) which at the time of termination or dissolution has already accrued to the other Party.

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28.3 No Double Recovery

Where a breach of contract occurs in relation to both this Agreement and the Articles in relation to the same event, the non-breaching Party shall not be entitled to recover twice in relation to the same event giving rise to the breach, but the foregoing is without prejudice to its rights to recover (subject to the foregoing) in relation to any separate breach or repeated or subsequent breaches of the same provision.

29. SETTLEMENT OF DISPUTES

29.1 Consultation

The Parties shall use their reasonable endeavours to settle any dispute, controversy or claim arising from or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement (each a “ Dispute ”) (including, without limitation, a Dispute as to the validity or existence of this Agreement and/or this Section 28 and a dispute in which any of the Affiliates of the Parties are involved) through friendly consultations and negotiations.

29.2 Choice of Arbitration

29.2.1 If no settlement can be reached through consultations within ninety (90) days after of the date of notification of the existence of the Dispute by one party to the other party, then such Dispute shall be referred to, and resolved finally by means of, arbitration conducted at the at the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such Rules. The seat of the arbitration shall be Hong Kong. The tribunal shall consist of three arbitrators, and the language of the arbitration shall be English. The Parties will proceed in good faith diligently to implement the award or decision of the arbitrators.

29.2.2 Each of In-Power and Loop irrevocably:

(a) agrees that any arbitral award shall be final and binding;
(b) undertakes that it will execute and perform the arbitral award fully and without delay; and
(c) waives any right which it may have to contest the validity of the arbitration agreement set out in this Section 29.2 or the jurisdiction of HKIAC to hear and determine any arbitration begun pursuant to this Section 29.2.
29.2.3 The costs of the arbitration, the arbitration fees and the liability for other expenses shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.
29.2.4 During the period when a Dispute is being arbitrated, the Parties shall in all respects other than the issue(s) in dispute continue their performance of this Agreement.

30. MISCELLANEOUS

30.1 Effectiveness

This Agreement shall come into effect on the date of execution.

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30.2 Further Assurance

A Party shall, and shall use its best endeavours to procure that any necessary third party shall, at any time upon the request of the other Party execute or procure the execution of such documents and do or procure the doing of such acts and things as may be necessary to give the other Party the full benefit of all provisions of this Agreement.

30.3 Entire Agreement

This Agreement, together with the other Ancillary Agreements, shall constitute the entire agreement between the Parties with respect to matters described in this Agreement and the other Ancillary Agreements and supersedes any written or oral representation, agreement or arrangement previously made by or entered into between the Parties with respect to the same matters.

30.4 Severability

The illegality or invalidity of any provision of this Agreement shall not affect the validity of any other provisions of this Agreement.

30.5 Amendments to this Agreement

No amendment of any provision of this Agreement shall be valid or binding on the Parties unless made in writing and duly executed by the Parties and, where required under Relevant Laws and Regulations and policies of the Government Authorities, approved by the relevant Government Authority.

30.6 Set-Off

30.6.1 Where not prohibited under Relevant Laws and Regulations, any Party may, by notice in writing to the other Party, set-off its obligations which have fallen due to the other Party under this Agreement against the other Party’s obligations to it which have fallen due under this Agreement in circumstances where their respective obligations are of the same type or nature. Set off in other circumstances may be carried out with written consent of the Parties.
30.6.2 Where permitted under Relevant Laws and Regulations, any Party may set off its obligations which have fallen due to the Joint Venture Company under this Agreement against the Joint Venture Company’s obligations to it which have fallen due under this Agreement in circumstances where their respective obligations are of the same type or nature, by notice in writing to the Joint Venture Company and the other Party, or, in other circumstances, with the written consent of the Joint Venture Company and that Party.

30.7 Assignment

Save as expressly provided in this Agreement, each Party may assign its rights to an Affiliate under this Agreement with the prior written consent of the other Party (such consent not to be unreasonably withheld), and where appropriate the transferring Party shall be entitled to delegate the performance of relevant obligations under this Agreement to its Affiliates.

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30.8 Interest

If any Party defaults in the payment when due of any sum payable under this Agreement, such party shall be liable for interest on such sum for the period from the date when such payment is due until the date of actual payment (both before and after arbitral award) at the rate of 6% per annum.

30.9 Currency conversion

Whenever payments or calculations to be made pursuant to this Agreement require the conversion or comparison of RMB and any foreign currency sums, the exchange rate to be applied shall be the median rate of exchange of the relevant foreign currency to the RMB as announced by the PBOC on the day preceding the day the relevant conversion or comparison is made. However, if either Party sells its Equity Interests in accordance with Section 24 or other provisions, the applicable exchange rate shall be the middle rate of any foreign currency against renminbi published by the PBOC at the date of payment.

30.10 Costs

Save as otherwise provided in this Agreement, each Party shall bear its own legal and other professional costs in relation to the preparation, negotiation and entry into of the Ancillary Agreements.

30.11 Notices

30.11.1 Any notice, claim or demand in connection with this Agreement or with any arbitration under this Agreement shall be in writing in Chinese and English (a “Notice”) and shall be sufficiently given or served if delivered or sent:

in the case of In-Power to:

Address: Building2, Section 10, No.188, South fourth Ring Road, Beijing, China Fax: +86 010-82600608 Attention: Wang, Wenzhu (王文竹) e-mail: [email protected] in the case of Loop to: Address: 2880 Production Way Burnaby, British Columbia V5A 4T6 Canada Fax: +1 (604) 227-4365 Attention: President & CEO e-mail: [email protected]

LEGAL_30192263.17

with a copy to: Address: McMillan LLP Royal Centre, Suite 1500 1055 West Georgia Street Vancouver, British Columbia V6E 4N7 Canada Fax: +1 (604) 685-7084 Attention: Stephen Wortley and Greg McIlwain e-mail: [email protected] and [email protected]

or in any case to such other address or fax number or e-mail address as the relevant Party may have notified to the other Party.

30.11.2 Any notice must be delivered by hand or sent by fax with confirmation receipt followed by first class mail posted within 24 hours, or by overnight courier. Without prejudice to the foregoing, any Notice shall be deemed to have been received on the next working day in the place to which it is sent, if sent by fax, or 72 hours from the time of posting, if sent by overnight courier, or at the time of delivery, if delivered by hand.

30.12 Waiver

Any Party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof, and any single or partial exercise of any right, power or privilege shall not preclude the exercise of any other right, power or privilege.

30.13 Waiver of Immunity

Each Party hereby acknowledges that the entering into and performance of this Agreement constitutes a private commercial act and irrevocably waives any right of defence of sovereign immunity and the related rights on which it may be able to rely in any legal or arbitral proceeding arising as a result of this Agreement.

30.14 Relationship

30.14.1 Nothing in this Agreement shall constitute either Party as a partner or an agent of the other.
30.14.2 Neither Party shall have the authority in any way to bind or commit the other Party to any obligations other than in accordance with this Agreement.

30.15 Languages

This Agreement shall be written in the Chinese and English languages. In case of any discrepancy between the Chinese and English versions, the English version shall prevail.

30.16 Copies and Counterparts

30.16.1 There exist shall be executed six originals of this Agreement in each language. Each Party shall hold one original in each language.

LEGAL_30192263.17

30.16.2 This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter into this Agreement by executing any such counterpart.

[ Remainder of page intentionally left blank. Signature page follows. ]

LEGAL_30192263.17

This Agreement is entered into by the duly authorised representatives of the Parties on the date stated on the first page of this Agreement.

BEIJING IN-POWER RENEWABLE ENERGY CO., LTD.

(Signed) " Zhang Xinyu " By: Name: Title: Chief Executive Officer By: Name: Title:

LOOP ENERGY INC.

(Signed) " Darren Ready " By: Name: Title: Chief Financial Officer By: Name: Title:

[ Signature Page to Equity Joint Venture Agreement ]

SCHEDULE A

Technology License Agreement

REDACTED ENTIRELY DUE TO COMMERCIAL SENSITIVITY

A - 1

LEGAL_30192263.17

SCHEDULE B

Initial Three-Year Business Plan

REDACTED ENTIRELY DUE TO COMMERCIAL SENSITIVITY

B - 1

LEGAL_30192263.17

AI assistant

Loop Energy Inc. — M&A Activity 2021

47395_rns_2021-02-18_a63e56ed-ef02-4719-a6c9-efb710a3d84d.pdf

Dated January 22, 2019

BEIJING IN-POWER RENEWABLE ENERGY CO., LTD.

and

LOOP ENERGY INC.

TABLE OF CONTENTS

Equity Joint Venture Agreement

Whereas:

1. INTERPRETATION

1.1 Definitions

1.2 Clauses, Schedules etc.

1.3 Singular and Plural

1.4 Gender

1.5 Person

1.6 Contract, Document or Permit

1.7 Laws and Regulations

1.8 Successors and Assigns

1.9 Information

1.10 Day and Time

1.11 Headings

1.12 “Includes” and “Including”

2. PARTIES

2.1 Parties

3. ESTABLISHMENT

3.1 Establishment

3.2 Name and Address

3.3 Limited Liability Company

3.4 Branches and Subsidiaries

3.5 Articles

3.6 Compliance with PRC Laws

3.7 Establishment Expenses

4. SCOPE OF BUSINESS

4.1 Purpose

4.2 Scope of Business

4.3 The Joint Venture Company’s Relationship with the Parties

4.4 Conduct of Business

5.1 General

5.1.6

5.1.7

5.1.9

6. TOTAL INVESTMENT AMOUNT AND REGISTERED CAPITAL

6.1 Total Investment Amount

6.2 Registered Capital

6.3 Parties’ Contributions

6.4 Payment of the Registered Capital

6.5 Conditions Precedent for Contribution

6.6 Contribution Delay

6.7 Verification of Capital Contribution

6.8 Reduction of Capital Contribution

6.9 Increase of Registered Capital

6.10 Loans

6.11 Option Right

7. RESPONSIBILITIES OF THE PARTIES

7.1 Responsibilities of In-Power

7.2 Responsibilities of Loop

7.3 Joint Responsibilities

7.4 Expenses

7.5 Exclusivity of Supply

7.6 Arm’s Length Transaction

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

8.2 Repetition

9. BOARD OF DIRECTORS

9.1 Establishment

9.2 Composition

9.3 Directors

9.4 Chairman

9.5 Vice Chairman

9.6 No Agreement

10. POWERS AND FUNCTIONS OF BOARD

10.1 Board Authority

10.2 Matters Requiring Majority Vote with Vote of Loop Director

10.2.1 subject to Section 14.1.1, the removal and appointment of the General Manager;

10.3 Matters Requiring Majority Vote

10.4 Matters Requiring Unanimous Votes

10.5 Related Transactions

11. DEADLOCK

11.1 Deadlock Matter

Loop Energy Inc. M&A Activity 2021