Joint Venture Collaboration Agreement (Between Nano Labs & POLEC)

1.1.  

To address international market opportunities for products based on technology owned by POLEC and provide fulfillment funding to manufacture and/or to licence the technology to third parties and to market the products addressing business opportunity.

1.2.  

To establish a Joint Venture Corporation for operational and funding requirements of the Project and commitment of the corresponding technology to be provided by POLEC whereby Nano Labs be able to adapt and address market opportunities in the particular territory of USA and Canada as initial commercialization stage.

1.3.  

Where it is understood that JVC will establish a marketing and sales platform for POLEC products and technologies from time to time for the purpose of business development.

1.4.  

It is understood; POLEC and Nano Labs are a Joint Venture team that is comprised of diversely qualified professionals with complimentary backgrounds and skills.

1.5.  

To create a corporate entity named Polec International Liquid Cement Technology Corp, USA a JVC between POLEC and Nano Labs, that will ultimately be judged by the results it generates and the marked improvement to both companies bottom line.

2.1.  

Nano Labs will be responsible to initiate appropriate steps to arrange for the formation of the JVC, but each party shall use all reasonable efforts to ensure the establishment of the JVC as soon as possible and shall notify the other promptly of any difficulties encountered. .

2.2.  

The Business shall be conducted in the best interests of the JVC and in accordance with the “Initial Business Plan” that will be made and approved between the parties during next 15 days after effective date. The principal place of business where the operations of the JVC shall be carried out is Detroit USA.

2.3.  

Final dates for delivery of the ultimate overall scope of the Joint Venture, while remaining true to the business goals articulated above, are subject to change as a result of information learned at discovery and business due diligence sessions between the parties acting in good faith, including but not limited to (and that may be required from time to time):

o  

Marketing and Sales budget

o  

Financial projections

o  

Order Financing

o  

Production manufacturing capacity to produce initial “Purchase Orders”.

o  

Pro Forma Financials.

o  

Intellectual property

2.4.  

The Parties shall cause the JVC to be incorporated with the following characteristics:

The JVC shall be formed into the territory of the United States of America as a Private Corporation with authorized capital consisting of shares of common stock

2.4.2.  

The name of the JVC shall be “POLEC USA Technology Corporation”;

2.5.  

The Parties shall cause the following ancillary contracts to be entered into, namely:

2.5.1.  

The distributorship contract (in the Agreed Form) between Jorge Luis Rodriguez Gallardo as Technology Owner and the JVC relating to the distribution of the aforementioned mentioned products;

2.5.2.  

The technology or patent rights transfer agreement (in the Agreed Form) between Jorge Luis Rodriguez Gallardo and the JVC for the provision of the technology rights regarding aforementioned mentioned products to the particular territory.

2.5.3.  

The manufacturing contract (in the Agreed Form) between exclusive manufacturers and the JVC for the exclusive manufacturing of each product.

2.5.4.  

The trademark licence contract (in the Agreed Form) between Jorge Luis Rodriguez Gallardo as trademark owner and the JVC for licensing of the use of the POLEC products trademarks.

2.5.5.  

The term of the Joint Venture shall be for 20 years, and it could be extended automatically.

A.  

Nano Labs Corp.

B.  

POLEC S de RL CV

5.1.  

The Business and affairs of the JVC shall (subject to the Shareholder Matters referred to in Article 7.2) be managed by a Board of Directors in the JVC. The Board shall consist of four (4) persons of which:

5.1.1.  

POLEC shall be entitled to appoint and maintain in office two (2) directors (“POLEC Directors”) and in the event the board of directors removes any POLEC Director so appointed from office, POLEC shall be entitled to appoint another POLEC Director in the place of the POLEC Director so removed; and

5.1.2.  

Nano Labs Corp shall be entitled to appoint and maintain in office two (2) directors (“Nano Labs Directors”) and in the event the board of directors removes any Nano Labs Director from office, Nano Labs shall be entitled to appoint another Nano Labs Director in the place of the Nano Labs Director so removed).

6.1.  

Any issue of Shares (or securities convertible into Shares) of the JVC other than an issue of Shares to POLEC and Nano Labs in equal proportions as specified in Article 5.2;

6.2.  

Any alteration to the Articles of association/bylaws of the JVC;

6.3.  

Any sale of the whole or any substantial part of the JVC;

6.4.  

Any borrowing by the JVC that would result in the aggregate borrowings of the JVC being in excess of 100,000 or such other amount as the Parties shall from time to time determine;

6.5.  

Approval of the annual budget and operating plan of the JVC;

6.6.  

Any expansion of the marketing Territory of the JVC beyond USA and Canada or any development of the product line of the JVC beyond the initial technology (excluding improved or enhanced from time to time);

6.7.  

Any major reorganization affecting the JVC, including the formation of any subsidiary of the JVC;

6.8.  

Any contract or commitment by the JVC having a value or likely to involve expenditure by the JVC in excess of 100,000 (or such other limit as the Parties shall from time to time agree);

6.9.  

The appointment (or removal) and the terms of reference of the chief executive and the appointment (or removal) of any clue employee (or such other amount as the Parties shall from time to time agree);

6.10.  

The appointment (or removal) of the auditors of the JVC or any significant change in the accounting policies of the JVC;

6.11.  

Any change for a particular year in the dividend policy specified in Article 8;

6.12.  

The commencement, settlement or abandonment of litigation or admission of liability by the JVC

6.13.  

Filing by the JVC for receivership, reorganization or liquidation under any insolvency laws or any similar action.

6.14.  

In the case of items specified this article (“Reserved Matters”), by both Parties either in writing or by unanimous resolution at a general meeting of the shareholders of the JVC or by written resolution;

6.15.  

In the case of the remaining Reserved Matters, by unanimous agreement of all the directors either by written resolution or by unanimous resolution at a meeting of the Board.

6.16.  

The provisions of Article 6 shall apply equally to any matters undertaken by a subsidiary of the JVC as if references therein to “the JVC” included, where appropriate, any such subsidiary.

7.1.  

The general contributions of POLEC towards the JVC shall be:

7.1.1.  

POLEC has committed to transfer technology from Patent Rights to the JVC with the intention of provide legal certainty about the industrial property.

7.1.2.  

POLEC will provide technical assistance (including through the provision of training) in the fields of the technology related on reasonable terms to be agreed with the JVC through the Board

7.1.3.  

POLEC will provide assist the JVC for the development of the business including

·  

Efficacy UL and ASTM Testing and Qualification(s) (i.e, Universities, 3rd party labs et al, tech / in-house management, consultants, etc.)

·  

Product(s) Summary and Details

·  

Competitive Industry Review and Product(s) Review

·  

Product Pricing Structure

·  

Marketing Strategy and Structure

·  

Sales Strategy and Structure

·  

And additional assistance that may be required from time to time.

·  

Manufacturing advice to produce samples and address initial “Purchasing Orders

7.1.4.  

POLEC will assist in designing and building a marketing and sales team for USA and Canada market.

7.1.5.  

POLEC will identify and develop novel products that may generate new source revenue and lead introducing them to the market

7.1.6.  

POLEC will make available all the information required to develop the business of guaranteeing production and supply of product(s):

7.1.7.  

POLEC will handle management and manufacturing personnel necessary for address initial sales and manufacturing of the JVC.

7.2.  

The general contributions of Nano Labs towards the JVC shall be:

7.2.1.  

Nano labs, has undertaken a comprehensive process to reinvigorate the market for POLEC products and specifically launch the water base “Retail Path Brand”, marketing, and business development and sales programs.

7.2.2.  

Nano Labs will lead the entire process from consultation and design to the delivery of the final business development team.

7.2.3.  

Nano labs will provide fulfilment funding and, marketing and sales platform for the products

7.2.4.  

Nano Labs will make provide advance funding to execute:

·  

Fulfillment and all expenses related to Contracts

·  

Sampling necessary.

·  

Laboratory quality control testing.

·  

Availability for finished product in agreed upon format (FOB agreed upon site)

·  

Any and all relevant staff available.

7.2.5.  

Nano labs will use its contacts, knowledge and distribution network in the particular Territory to assist the promotion of the JVC’s products

7.2.6.  

Will assist in the recruitment of local staff, facilities and resources for the operations of the JVC

7.3.  

Each party will use all reasonable efforts to provide its contribution to promote the success of the JVC. Each party shall provide its contribution towards the JVC using all such diligence and skill as is reasonable in the circumstances.

8.1.  

Dividends. The Parties agree that the JVC shall reinvest at least during the following two years all dividends and after this period the JVC shall distribute on en equal basis by way of dividend not less than fifty (50) % of the audited after tax net profit in relation to each financial year.

8.2.  

Tax Items. Taxable income and tax losses from the JVC shall be treated as a corporate entity.

9.1.  

Unless it is a transfer made with the prior written consent of the other party, neither POLEC nor Nano Labs shall sell, transfer, pledge, charge, dispose of or otherwise deal with any right or interest in any of its Shares in the JVC (including the grant of any option over or in respect of any Shares).

9.2.  

Consent shall not unreasonably be withheld for a transfer by a party to a member of its own group. Each of POLEC and Nano Labs, respectively, undertakes to procure that, if any member of its group which holds Shares in the JVC ceases at any time to be a wholly owned subsidiary of that party, that subsidiary shall first transfer beneficially all its Shares in the JVC back to the relevant party (or another member of its group).

9.3.  

No transfer of Shares of the JVC shall in any event be registered or become effective unless the transferee shall first have entered into a contract undertaking to be bound by this contract (including this Article 10) to the same extent as the transferor would have been bound had the transfer not been effected.

10.1.  

The Parties expressly agree that this agreement and all negotiations pertaining to this matter shall be made known to the public on an acceptable time, and shall be made known within their respective organizations.

10.2.  

Each of the Parties shall at all times use all reasonable efforts to keep confidential (and to ensure that its employees and agents keep confidential) all commercial and technical information which it may acquire (i) in relation to the JVC or (ii) in relation to the clients, Business or affairs of the other party (or any member of its respective group). Neither party shall use or disclose any such information except with the consent of the other party or, in the case of information relating to the JVC, in the ordinary course of advancing the JVC’s Business. The restriction in this Article 11.1 shall not apply to any information that is:

a)  

Publicly available through no fault of that party;

b)  

Already in the possession of that party prior to its disclosure without any obligation of confidentiality; or

c)  

Required to be disclosed by that party pursuant to any law, stock exchange regulation or binding judgment, order or requirement of any court or other competent authority.

10.3.  

Each party shall use all its respective powers to ensure (so far as it is able) that the JVC and its officers, employees and agents observe a similar obligation of confidence in favour of the Parties to this contract.

10.4.  

The provisions of this Article 11 shall survive any termination of this contract

10.5.  

Indemnification. Each Party agrees to indemnify and hold harmless the other Party, its directors, officers, agents and employees, from and against any liability, damage, losses, expenses, claims, demands, suits, fines or judgments that include reasonable attorneys' fees, costs and expenses, incidental thereto, which may be suffered by, accrued against, charges to or recoverable arising out of or caused by the acts or omissions of the indemnifying Party or its employees or agents in connection with the performance under this Agreement. In the event of injury to person or damage to property arising as a consequence of performance under this Agreement and due to the joint or concurrent negligence of both parties, liability as between the Parties will be apportioned on a basis which equate to the degree of negligence attributable to each, and each Party shall indemnify and hold harmless the other for any excess portion of any such claim, loss, damage or expense so attributed to it.

11.1.  

Neither POLEC nor Nano Labs nor any member of its respective group shall (directly or indirectly or solely or jointly with any other person, firm or company) carry on or be engaged in any Competing Business in the Particular Territory during the period of this contract.

11.2.  

For this purpose: “Competing Business” means product sales regarding Polymeric water base soil stabilizers and any other product or technology that could directly compete with the products and technologies committed by POLEC in exclusivity; and “Territory” means USA, Canada and any other territory extension provided.

11.3.  

During the period of this contract and for one (1) year after its termination, neither party shall attempt to employ or entice away any employee of the other party engaged in any managerial or technical capacity in relation to the operations of the JVC.

12.1.  

In the event of a deadlock, breakdown or other circumstances in which a party wishes to terminate or substantially change the structure of the JVC, the matter shall be referred to the respective chairmen/chief executives of the Parties who shall seek to resolve the matter on an amicable basis.

12.2.  

If the matter cannot be settled by agreement in initial discussions, then either party may give notice that it seeks formally to resolve the situation within 90 days. The Parties shall continue to negotiate in good faith with a view to resolving the matter including by one of the following methods:

a)  

The purchase by the JVC of the disaffected party’s Shares on terms acceptable to the Parties (provided that the purchase by the JVC can lawfully be made and is financially practicable);

b)  

The purchase by the other party of the disaffected party’s Shares in the JVC (or the sale of that party’s Shares to one or more third Parties);

c)  

The sale of the whole of the issued share capital of the JVC to a third party; or

d)  

Winding up of the JVC.

12.3.  

If no such method of settling the dispute has been agreed within 90 days after the notice is given under Article 13.2, a disaffected party may serve notice requiring the JVC to be wound-up. No notice requiring the winding up of the JVC may, however, be served by either party within the initial two (2) year period [vary period as appropriate] after the establishment of the JVC.

12.4.  

Upon or as soon as practicable after notice under Article 14.3, the Parties shall use their respective powers and votes to cause the JVC to be placed in liquidation. The Parties shall cooperate to ensure that all existing contracts entered into by the JVC prior to such winding up shall be duly completed subject to such arrangements as the Parties may mutually agree. The Parties shall endeavour to agree an appropriate allocation of the assets of the JVC (including any intellectual property owned by the JVC) prior to any such winding up.

13.1.  

The parties shall each use its respective powers (including its votes in the JVC) and all other means at its disposal to ensure that this contract is duly observed and performed.

13.2.  

The Parties shall endeavour to ensure that the Articles of association/ bylaws are consistent with the terms of this contract. If there is any conflict between this contract and the Articles of association/bylaws, this contract shall prevail as between the Parties and they shall make such changes to the Articles of association/bylaws as shall be necessary to give effect to this contract.

14.1.  

“Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences.

14.2.  

A party affected by force majeure shall not be deemed to be in breach of this contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Article 15.3. The time for performance of that obligation shall be extended accordingly, subject to Article 15.4.

14.3.  

If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall within a reasonable time notify the other party as to the nature of the circumstances in question and their effect on its ability to perform.

14.4.  

If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of three [specify any other figure] months, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure.

15.1.  

Where the performance of this contract becomes more onerous for one of the Parties, that party is nevertheless bound to perform its obligations subject to the following provisions on change of circumstances (hardship).

15.2.  

If, however, after the time of conclusion of this contract, events occur which have not been contemplated by the Parties, and which fundamentally alter the equilibrium of the present contract, thereby placing an excessive burden on one of the Parties in the performance of its contractual obligations (hardship), that party shall be entitled to request revision of this contract provided that:

a)  

The events could not reasonably have been taken into account by the affected party at the time of conclusion of this contract;

b)  

The events are beyond the control of the affected party; and

c)  

The risk of the events is not one which, according to this contract, the Party affected should be required to bear.

15.3.  

Each party shall in good faith consider any proposed revision seriously put forward by the other party in the interests of the relationship between the Parties. No revision shall, however, be effective unless agreed by both Parties in accordance with Article 21.2

17.1.  

This contract is personal to the Parties and neither party shall without the prior written approval of the other:

a)  

Assign, mortgage, charge or otherwise transfer or deal in, or create any trust over, any of its rights; or