This Letter Agreement entered into this 16th day of December, 1998 at Bangalore, between:
Sudarshan K. Maini, an Indian citizen, having his addresses at Maini Sadan, Lavelle Road, Bangalore, acting for
himself and Maini Materials Movement Pvt.Ltd., a company incorporated and registred under the Companies
Act, 1956, having its registered office at 122 Bommasandra Industrial Estate, Bangalore, and
Maini Precision Products Pvt.Ltd., a company incorporated and registered under the Companies Act, 1956 and
having its registered office at B-59 Peenya Industrial Estate, Bangalore,
hereinafter collectively referred to as "Maini" (which expression shall unless be repugnant to the context or
meaning thereof be deemed to include their successors in interest and permitted assigns) of the FIRST PART.
Amerigon Incorporated, a company incorporated under the laws of the United States of America, having its
principal place of business at 5462, Irwindale Avenue, California, 91706, U.S.A., hereinafter referred to as
"Amerigon", (which expression shall unless it be repugnant to the context or meaning thereof, be deemed to
include its successors in interest and permitted assigns) of the SECOND PART.
This letter sets forth our agreement with respect to the formation, capitalization and operation of a proposed joint
venture company ("Newco") which will design, manufacture, test, distribute, sell, and service Road Worthy (as
defined below) electric powered vehicles (collectively, the "Products") in India, Sri Lanka, Bangladesh, Pakistan,
Nepal, Myanmar, Seychelles and the Maldives (collectively, the "Territory")
utilizing technology owned by Amerigon Incorporated ("Amerigon"). Road Worthy vehicles shall mean cars,
vans, trucks, busses, 3-wheel and 2-wheel electric vehicles for on-road use, but excluding industrial,
construction, agricultural, golf and other non-road vehicle types.
Our understanding includes the following terms and condit