Foreign Collaboration Agreement (Financial)

Updated atMarch 2010

This agreement made this 15th day of December 2000 between US Company Ltd., a company registered under the appropriate laws of the USA and carrying on business at New Jersey, USA hereinafter referred to as the foreign company (which term shall unless excluded by or repugnant to the context include its successors and assigns) of the one part andLaxo Co. Ltd., a company registered under the Companies Act 1956 and having its Registered Office at …………………………Calcutta hereinafter to as the INDIAN COMPANY (which term shall unless excluded by or repugnant to the context include its successors and assigns) of the other part.

WHEREAS the parties herein have agreed subject to all necessary approvals, consents, validations, permissions and licences to procure the formation and incorporation in the State of West Bengal an INDIAN COMPANY with a Memorandum of Association as its principal objects, inter alia, of manufacturing and marketing and exporting Computers, setting up of infrastructures and to do acts incidental thereto.

AND WHEREAS the parties hereto have agreed to assist each other on certain matters to ensure the success of the operation of the INDIAN COMPANY.

Now therefore these presents witnesseth and the parties hereto hereby agree as follows:

  1. The INDIAN COMPANY shall be the ASIA Public Limited Company to be incorporated on terms of this Agreement in India with the name “Asia Company Ltd.” (hereinafter referred to as the ASIA company).

  2. “Shares” shall mean Equity Shares of the ASIA company to be subscribed by the Foreign Company and INDIAN COMPANY upon the terms hereof:

    (a) the company will be incorporated with the nameAsia Company Limited;

    (b) Memorandum of Association of theAsia Company Ltd. will have as its principal objects manufacturing and marketing of Computers and Softwares and rendering services in relation thereto both in India and abroad and to engage in infrastructure and associated activities;

    (c) the authorised share capital of theASIA company will be Rs. 50 crores, divided into 50 lakhs equity shares of Rs. 100 each out of which issued subscribed and paid-up capital shall be Rs. 40 crores divided into 40 lakhs Equity shares of Rs. 100 each;

    (d) The Memorandum and Articles of Association of the ASIA company shall be approved by the Foreign Company and the INDIAN COMPANY.

  3. The foreign company shall subscribe to and pay for the shares of ASIA company in the manner as the Board of Directors of the ASIA company may decide. The...

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