Joint Venture Agreement

5.4.  

Severability. In the event that any of the provisions, or portions thereof, of this JVCA are held to be unenforceable or invalid by any court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be enforceable and valid.

5.5.  

Right to Counsel. The Parties hereby acknowledge that they have every right to consult a licensed attorney, CPA and/or consultant and have done so to the extent they consider necessary.

5.6.  

Governing Law. This JVCA shall be governed by and construed under the laws of the State of Michigan.

5.7.  

Counterparts. This JVCA may be executed in one or more counterparts, each of which shall be deemed an original, including fax signatures, but all of which together shall constitute one and the same document.

5.8.  

Arbitration. Any dispute which arises under this JVCA shall be submitted to binding arbitration in Detroit, Michigan pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Arbitration Panel shall award to the prevailing party all reasonable costs and expenses, including reasonable atttorneys' fees, as determined by the Arbitration Panel.

6.1.  

The Business and affairs shall be managed by the Board of Directors of Nano Labs. The Board shall consist of four (4) persons of which:

6.1.1.  

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

6.1.2.  

At Closing, Nano Labs 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).

6.1.3.  

At Closing, the Board of Directors of Nano Labs shall approve and ratify the appointment of Eng. Jose Armando Camargo Del Bianco as a director and Chief Technological and Scientific Officer of Nano Labs.

7.1.  

Any issue of Shares (or securities convertible into Shares) of the DB Metals

7.2.  

Any alteration to the Articles of association/bylaws of DB Metals;

7.3.  

Any sale of the whole or any substantial part of DB Metals;

7.4.  

Any borrowing by DB Metals that would result in the aggregate borrowings of DB Metals being in excess of US$100,000 (one hundred thousand American dollars) or such other amount as the Parties shall from time to time determine;

7.5.  

Approval of the annual budget and operating plan of DB Metals;

7.6.  

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

7.7.  

The appointment (or removal) and the terms of reference of the chief executive and the appointment (or removal) of any clue employee;

7.8.  

The commencement, settlement or abandonment of litigation or admission of liability by DB Metals

9.1.  

Unless it is a transfer made with the prior written consent of the other party, neither DB Metals nor Nano Labs shall sell, transfer, pledge, charge, dispose of or otherwise deal with any right or interest in any of its shares in DB Metals (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 DB Metals and Nano Labs, respectively, undertakes to procure that, if any member of its group which holds Shares in DB Metals ceases at any time to be a wholly owned subsidiary of that party, that subsidiary shall first transfer beneficially all its Shares in DB Metals back to the relevant party (or another member of its group).

9.3.  

No transfer of shares of DB Metals 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 to the same extent as the transferor would have been bound had the transfer not been effected.

10.3.  

Each party shall use all its respective powers to ensure (so far as it is able) that DB Metals 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 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.