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Polec Joint Venture Agreement
On June 27, 2014, our Board of Directors entered into that certain joint venture collaboration agreement dated June 23, 2014 for a term of twenty
years (the "Polec Joint Venture Agreement") with Polec SA de CV ("Polec"), for the manufacture, distribution and marketing of Polec´s
technology and products. Polec is a technology based company presently located in Mexico with a strong profile of applied chemistry which has
developed a novel technology highly effective as a liquid cement that could be used as soil stabilizer. This is a polymeric water base product able
to provide new mechanical high value added properties to practically any soil that could be treated with this product (the "Polec Technology").
The general purpose of the Polec Joint Venture Agreement is to: (i) address international market opportunities for products based on the Polect
Technology and provide fulfillment funding to manufacture and/or license the Polec Technology to third parties and market the resulting
products; (ii) establish a joint venture corporation (the "JVC") for operational and funding requirements and commitment of the Polec
Technology to be provided by Polec whereby we will be able to adapt and address market opportunities in the particular territories of the United
States and Canada as initial commercialization stage; (iii) have the JVC establish a marketing and sales platform for Polec products and
technologies from time to time for the purpose of business development; and (iv) create a corporate entity named Polec International Liquid
Cement Technology Corp, USA, a joint venture corporation between Polec and Nano Labs.
In accordance with the terms and provisions of the Polec Joint Venture Agreement, the parties agreed that certain contracts in acceptable form
would be entered into as follows: (i) a distributorship contract between Jorge Luis Rodriguez Gallardo ("Gallardo") as owner of all right, title
and interest in and to the Polec Technology, and the JVC relating to the distribution of the above referenced products; (ii) technology or patent
rights transfer agreement between Gallardo and the JVC for the provision of the Polec Technology rights; (iii) manufacturing contract between
exclusive manufacturers and the JVC for the exclusive manufacturing of each product; and (iv) trademark licence contract between Gallardo as
trademark owner and the JVC for licensing of the use of the Polec products trademarksIn further accordance with the terms and provisions of the Polec Joint Venture Agreement, Polec shall be 50% equity owner and we shall be 50%
equity owner of the JVC. We shall be entitled to appoint and maintain in office two directors and Polec shall be entited to appoint and maintain
in office two directors. Lastly, the JVC shall reinvest at least during the following two years all dividends and subsequent to this period the JVC
shall distribute on an equal basis by way of dividend not less than fifty percent of the audited after tax net profit in relation to each fiscal year.
